x~~ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

¨~~TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934~~

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

For the transition period from _______________________ to __________________________

Securities registered pursuant to Section 12(g) of the Act: Common Stock, Par Value $0.001

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨☐ No x☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨☐ No x☒

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

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 past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T ~~(232.405~~(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated ~~filer”~~filer,” “smaller reporting company,” and ~~“smaller reporting~~“emerging growth company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the issuer is a shell company (as defined in rule 12b-2 of the Exchange Act). Yes ☐ No ☒

If an emerging growth company, indicate by check mark 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15U.S.C. 7262(b)) by the registered accounting firm that prepared or issued its audit report. o

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

The ~~aggregate~~ market value of the voting and non-voting common stock held by non-affiliates was ~~$14,000,000 as of~~$3,098,477on June 30, ~~2020.~~2022.

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ¨☐ No ¨☐

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of April ~~1, 2021,~~5, 2023, there were ~~28,510,613~~45,886,878 shares of the issuer’s common stock outstanding.

List hereunder the following documents if incorporated by reference and the part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).

This Amendment No. 1 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 18, 2023, is for the purpose of adding the financial statement XBRL files to that filing. Otherwise, the original filing remains the same.

~~This report~~In addition to historical information, this Annual Report on Form 10-K, including, but not limited to, the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” contains forward-looking statements ~~as defined in~~within the ~~Private~~meaning of Section 27A of the Securities ~~Litigation Reform~~ Act of ~~1995. These~~1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements ~~reflect the Company’s views with respect~~other than statements of historical fact are statements that could be deemed forward-looking statements. We use words such as “believe”, “expect”, “anticipate”, “project”, “target”, “plan”, “optimistic”, “intend”, “aim”, “will”, or similar expressions, which are intended to ~~future events based upon information available to it at this time. These~~identify forward-looking statements. You are cautioned that any such forward-looking statements are ~~subject~~not guarantees of future performance and involve risks and uncertainties, as well as assumptions that if they were to ~~certain uncertainties and other factors that~~ever materialize or prove incorrect, could cause ~~actual~~the results of the Company to differ materially from ~~these statements. These uncertainties and other factors include, but are not limited to: the ability of the Company to locate business opportunities for acquisition~~those expressed or ~~participation~~implied by the Company; the terms of the Company’s acquisition of or participation in a business opportunity; the operating and financial performance of any business opportunity following its acquisition or participation by the Company and the risk factors described herein under the caption “Risk Factors.” The words “anticipates,” “believes,” “estimates,” “expects,” “plans,” “projects,” “targets” and similar expressions identifysuch forward-looking statements. ~~Readers are cautioned not to place undue reliance on these~~Future events and actual results could differ materially from those set forth in, contemplated by or underlying the forward-looking statements. Forward-looking statements ~~which~~ speak only as of the date ~~the statement was~~on which they are made. The Company ~~undertakes~~assumes no obligation and does not intend to ~~publicly~~ update ~~or revise any~~these forward-looking statements ~~whether as a result~~for any reason after the date of ~~new information,~~the filing of this report, to conform these statements to actual results or to changes in ~~assumptions, future events or otherwise.~~our expectations, except as required by law.

Cannabis Sativa, Inc., formerly named Ultra Sun Corporation, was incorporated under laws of Nevada in November 2005. In ~~2019,~~2020, we conducted our operations through our subsidiaries PrestoCorp, Inc. (“PrestoCorp”), a 51% owned Delaware corporation engaged in the telemedicine ~~business, and~~business. We also began 2021 with interests in GK Manufacturing and Packaging, Inc. (“GKMP”), a ~~51% owned~~ California corporation that serves as a contract manufacturer of products containing hemp-based ~~CBD.~~ CBD and i-Budtender (IBUD”), a Nevada corporation in the development stage for on-line referral business in the cannabis industry.

In April2021, we discontinued operations of GKMP and IBUD and sold our controlling interests in these subsidiaries. The operations of GKMP and IBUD for the year ended December 31, 2021 are reported separately as discontinued operations.

We also own ~~51% of i-Budtender and~~ 100% of the following subsidiaries: Wild Earth Naturals, Inc. (“Wild Earth”), a Nevada corporation, Eden Holdings LLC (“Eden”), a Virginia limited liability company, Kubby Patent and Licenses, Limited Liability Company (“KPAL”), a Texas limited liability company and Hi Brands International Inc. (“Hi Brands”), a Nevada corporation. ~~I-Budtender,~~ Wild Earth, Eden, KPAL, and Hi Brands are currently ~~inactive. Our~~inactive, but fit into our business strategy isas discussed below.

Our common stock is quoted for trading on the OTCQB Market under the symbol CBDS.

We currently maintain virtual principal executive offices with our staff and contractors located remotely and typically working out of their homes. Our mailing address is 450 Hillside Drive, #A224, Mesquite, Nevada 89027. Our telephone number is ~~(702) 763-3123.~~(323) 420-8583.

In ~~2021,~~2023, we intend to focus on ~~continuing to grow~~growth of our telemedicine business while seeking opportunities in ~~three divisions, telemedicine, contract manufacturing, and~~ brand development and marketing of products and services to the cannabidiol (“CBD”) and marijuana industries. We also intend to focus on the consummation of a merger with MJ Harvest, Inc. (“MJ”) whereby, if consummated, MJ will become a 100% owned subsidiary of the Company. Pursuant to the merger, current shareholders of MJ will receive an approximate 72% interest in the issued and outstanding common shares of the Company.

Management is currently evaluating opportunities to expand the platform for medical marijuana evaluations into other states and is reviewing other telemedicine applications. The COVID-19 pandemic has been a catalyst for expansion

of telemedicine services across the United States, and our existing systems and infrastructure are well suited to ~~provide~~providing other similar medical evaluations. The continuing growth of wearable devices and remote monitoring capabilities are further evidence that telemedicine will continue to grow in the coming periods. Growth of the platform to take advantage of these opportunities will require capital for development of new features and capabilities necessary to provide a new service, expansion of personnel and expansion of our contracted physician pool. No assurances can be given that our efforts to expand into new areas and/or provide new services will be successful.

Early in 2020, we completed the acquisition of certain manufacturing equipment and inventory to commence operations as a contract manufacturer of products containing hemp-based CBD. Our 51% owned subsidiary, GK Manufacturing and Packaging, Inc. (“GKMP”) leases a 16,000 square foot facility in Anaheim, California. GKMP recently completed its certification process as an ISO9000 manufacturer, which the Company expects will allow GKMP to attract new and higher volume customers for its contract manufacturing capabilities. GKMP is currently working with several larger customers to complete test runs that may lead to new contracts later this year.

Contract manufacturing is a competitive sector, particularly in the CBD and marijuana space. GKMP intends to differentiate its business model by providing significant product formulation capabilities and expertise, and by providing best in class customer service. The on-site management team has experience in developing successful proprietary products and in working with customers to produce and package customer specified products that conform exactly to the customers’ expectations. We expected stronger operating results in 2020, but our start-up of the facility coincided with the economic impact from COVID-19, and the resulting uncertainty delayed a number of orders that we anticipated would generate revenue in 2020. The delay from COVID-19 has pushed out our time table for the start-up phase and we will continue to evaluate the business as the economy begins to pick up.

We have assembled a portfolio of brands, products, intangible assets, and expertise to allow research, development, acquisition and licensing of specialized cannabis and CBD related products, including cannabis and CBD formulas, edibles, topicals, strains, recipes and delivery systems. We ~~also are engaged~~plan to engage in marketing and branding within the cannabis and CBD spaces utilizing our existing brands, including our trademark pending ~~"hi"~~“hi” brand, while also seeking out new opportunities for brand aggregation and others. We hold a license for a proprietary cannabis lozenge delivery methodology, and a proprietary cannabis trauma cream formula. We received a U.S. patent for a strain of cannabis plant named Ecuadorian Sativa (also referred to as CTS-A or CTA). We also have U.S. patents pending on cannabis-based composition and methods of treating hypertension.marketing. In ~~2019,~~2021, we were not able to focus on further development of these assets due to limitations on availability of capital and the need to devote our energies to growth in the telemedicine ~~space and efforts to acquire contract manufacturing capabilities.~~space.

In ~~2021,~~2023, we ~~plan~~hope to begin ~~to license~~selling products through our ~~intellectual property, including patents, branding and know-how to companies licensed under, and in full compliance with, state regulations applicable to cannabis businesses.~~existing online presence. Descriptions of ~~our brand portfolio follow:~~the products/brands we intend to promote include:

Wild Earth Naturals, Inc. Wild Earth Naturals, Inc. is an herbal skin care products formulation and marketing company that targets the growing natural health care products market in the United States and abroad. We intend to develop and manufacture high-quality, herbal based skin care products providing healthier choices to consumers. We use specialized ingredient mixing processes to produce plant glycerite/mineral herbal blends and oil extractions, which we believe will be unique to the natural health products industry. The ingredients for our products are selected to meet a number of criteria, including, but not limited to, safety, potency, purity, stability, bio-availability, and efficacy. We plan to control the quality of our products beginning at the formulation stage and continuing through controlled sourcing of raw ingredients, manufacturing, packaging, and labeling.

Hi Brands International Inc. On February 6, 2015, the Company formed Hi Brands International Inc., a Nevada Corporation and wholly owned subsidiary of the Company ("(“Hi ~~Brands"~~Brands”). Hi Brands entered into a Purchase, Supply and Joint Venture Agreement (the ~~"Agreement"~~“Agreement”), with Centuria Natural Foods, Inc. ~~("Centuria"~~(“Centuria”) to develop a supply of proprietary CBD (Cannabidiol) Rich Hemp Oil products, but the agreement was never implemented and no business was ever transacted. As a result, Hi Brands International, Inc. has been inactive for the last several years. Although the Hi Brands business has been inactive, the Company believes that there is value in the name and that it may afford

a sound outlet for the Company’s products as we build work to build out our product ~~portfolio and as we bring our contract manufacturing capabilities on-line in 2021.~~portfolio.

In order to capitalize on the Hi Brands concept, the Company will require capital for a virtual storefront design, online web presence, virtual shopping cart and e-payment capabilities. The concept may also be an attractive base for physical locations, which would then require capital for facilities, physical storefront and interior design, staffing, inventory, and marketing. Until a suitable capital formation plan can be developed and funded, the Hi Brands concept is likely to remain inactive.

~~Patents and Intangible Assets.~~ The Company holds a U.S. plant patent (PP 27,475) for a strain of cannabis plant named "Ecuadorian Sativa" (also known as CTS-A and CTA). The patent is assigned to our wholly owned subsidiary, Kubby Patent and Licenses Limited Liability Company. The CTA strain has unique energizing and motivating properties rather than creating the lethargy, sleepiness and increased food consumption common from use of other cannabis plant products. The Company believes products derived from Ecuadorian Sativa may be particularly suited to members of the baby boom generation that want to experience the benefits of marijuana use without the incapacitating high common with more psychoactive strains. The aging population has shown a willingness to use marijuana to address aches and pains caused by normal aging but may be unwilling to have their faculties significantly impaired in the process. The Company is currently evaluating Ecuadorian Sativa for further development and expects the evaluation to continue in 2020. The patented strain is also licensed on a non-exclusive basis to Kush, Inc., formerly a subsidiary of the Company that was spun out as a separate entity in 2017. The Company and Kush are working together on plans for further development of products utilizing the patented strain, but it is possible that Kush could become a competitor of ours at some point in the future.

The Company is also pursuing additional patents and proprietary formulations on cannabis-based compositions and methods of treating hypertension and lozenge delivery systems. These proprietary products will be added to the overall product portfolio and branding platform at an appropriate future date.

~~iBudtender.~~ We have also been developing proprietary software, and an application (the “iBudtender App”) focused on sharing information between cannabis products, patients and businesses. iBudtender's software has been designed to help cannabis patients find cannabis products that are right for them via patient reviews, to provide nutritional information, directions, warnings and information on local availability, and to order products locally for pickup or delivery. The iBudtender business platform for dispensary owners, delivery services owners and manufacturers is designed to increase business as well as promote data sharing in an effort to help patients find the best and most effective products. The development of the iBudtender App was stopped in 2020 by limited availability of growth capital and limited resources. While we believe there is still a need for the iBudtender App, as the marijuana market has matured, competition has intensified, and the window of opportunity has narrowed. Further evaluation will take place in the second quarter of 2021 and a decision will be made then on further development of the iBudtender App.

Other Opportunities. In addition to licensing, branding and technology, we have the ability to offer ~~free of charge to patients,~~ mainstream medical prescription discount cards, for which the Company will receive a small percentage on each ~~prescription refill with the hi Benefits Discount Pharmacy Card.~~product purchased. This concept has not yet been implemented but is being evaluated by our Telemedicine division for feasibility and ~~is likely to be a lower priority than the other opportunities mentioned above.~~return on investment.

The Company continues to seek the acquisition of companies, intellectual property and other assets that fit within the ~~company's~~company’s strategic plan of assembling a portfolio of cannabis industry related businesses that have a high growth potential and are accretive to shareholder value.

We believe the cannabis industry will be characterized by the following principal trends: an increased emphasis on high quality products; an increased emphasis on scientific validation for products in the market place; more liberal regulation in regard to cannabis, even under the current administration as ~~states'~~states’ rights continue to emerge; more consolidation, take-over, and buy-out of companies in the retail, wholesale, and supply side channels; more mainstream companies entering the marketplace; and more funded research on the potential long-term health benefits of cannabis as well as its potential curative properties.

Our vision is to become a highly visible, diversified ~~international~~ business promoting superior quality branded products and services and offering effective customer service, fair compensation, sound management and a great working environment. Over time, we plan to expand our branding, research and development, intellectual properties and licensing activities to reach markets ~~worldwide~~ covering telemedicine ~~education (through the iBudtender App or some other framework).~~and consumer education. In order to achieve this vision, ~~our goal is~~we plan to develop ~~and/or acquire manufacturing capabilities, intellectual property,~~brands and ~~brands~~branded products which will ~~allow~~distinguish our ~~licensees to provide~~online presence as a source for innovative and effective medicinal cannabis products and cost-effective alternatives for customers seeking quality, affordable natural health products to aid in wellness and appearance. ~~In conducting our day-to-day operations, we will strive to:~~

·~~Follow a philosophy that says, "Delivering quality and customer satisfaction is our business."~~

·~~Develop and enhance the skills of our associates with the intention of providing financially rewarding business opportunities.~~

Through a long-term commitment to this vision, ~~statement,~~ we hope to become known as a company that is committed to its customers, associates, and communities.

Online Telemedicine. Through PrestoDoctor we provide access to knowledgeable physicians for a safe and confidential way to get a medical marijuana recommendation using secure video conferencing technology. Our online telemedicine generates ~~over 95%~~100% of our revenues.

~~Contract Manufacturing Services.~~ Through GK Manufacturing and Packaging, Inc., we are beginning to provide contract manufacturing capabilities to a wide range of customers for a wide range of products for the hemp based-CBD market sector. We did not generate significant revenues from contract manufacturing in 2020 but are evaluating steps to increase revenues and cash flows in this operating division so that this division is cash flow positive in 2021.

Consumer Products. Through December 31, ~~2020,~~2021, the products discussed below in this section are conceptual and have produced no significant revenues. We had intended to pursue the strategy described below in ~~2020,~~2021, but ~~the COVID-19 impacts~~lack of capital largely shifted our strategic implementation plans to ~~2021.~~2022. In ~~the remainder of 2021,~~2023, we expect to work on building a product catalogue as we begin ~~production on some~~testing the market through online sales of ~~these~~ products, ~~using our contract manufacturing arm for manufacturing when feasible. Our goal for 2021 is to solidify the branding and product marketing programs for the following products:~~including:

·~~Lozenges and Edibles~~. The Company owns intellectual property (recipes and process/methods) for use in medical marijuana edibles and lozenges. The Company's proprietary lozenge offers rapid relief, unlike other edibles of which may take up to an hour or more to take effect. Based upon preliminary results, our lozenges generally take effect within a period of five to 15 minutes. We believe the rapid acting characteristics of our lozenges will overcome a major issue with cannabis consumption, which has been the need to inhale cannabis in order to receive a rapid response. In addition to the lozenges, we have other forms of edibles under development.

·~~Recover~~. Recover Deep Penetrating Healing Balm is a fast-acting anti-inflammatory pain reliever for sore muscles, joints, arthritic and back pain. Organic with hemp seed oil, menthol, capsicum, and black pepper.

·~~Trauma Cream. Developed for blended infusion of cannabinoids and THC; Arnica is a primary ingredient for its numbing effect.~~

·~~Face Garden~~. An antioxidant, moisturizing cream for the face. The ingredients in this formula include DMAE, Vitamins Ester C, B5, Oils of Evening Primrose and Borage Seed, which are believed to firm the skin and reduce puffiness and wrinkles, while restoring the skin to a natural glow and supple appearance. Hempseed, Neem, and Jojoba Oils are added to lock in moisture.

·~~Body Garden~~. A moisturizing body lotion designed to relieve itchy dry skin and protect against sun damage. The ingredients in this formula include Hempseed Oil, Green Tea, and Blue Green Algae. The organic herbs, essential oils, butters, and minerals used in "Body Garden" have been formulated to provide nutrition to the skin which we believe encourages the dermis to remain healthy or return to health.

·~~Lip Garden. An emollient balm containing Vitamin E and Hemp Butter that we believe can assist with healing of the lips while keeping them supple and moist.~~

·~~Clothing and Merchandise~~. We offer Wild Earth Naturals and "hi" branded logo men's and women's fashion tee shirts and sweatshirts from American Apparel, as well as caps and coffee mugs through the Company's www.wildearthnaturals.com website. However, as of the date of this filing the website is not operational. We expect that it will be operational again later in 2021.

·~~Cut Cream~~. Through the acquisition and initiation of operations of GK Manufacturing and Packaging, we acquired a cut cream product formulation that has proven effective at healing the effects of bare knuckle fighting, boxing and MMA fighting. We also recently retained Stitch Duran, a preeminent cut man with a world-wide reputation in the fight industry, to promote the product.

Our current strategy is to continue to promote and grow the telemedicine business under our PrestoDoctor brand, while also focusing on the start-up and ramp up of operations in our contract manufacturing business. We also intend to develop and acquire new patents when warranted, as well as developing or acquiring trade secrets, trademarks and other intellectual property that extends our reach in our targeted markets. In addition, we will seek new branding, licensing and ~~licensing~~product sales opportunities, ~~for our intellectual property,~~ and we will seek strategic corporate and product acquisitions.

Market Conditions in the Cannabis Industry. Our target markets are located in states that have legalized the production and use of cannabis. ~~Eleven~~Eighteen states plus the District of Columbia have approved measures to legalize cannabis for adult recreational use. ~~Thirty-three~~Thirty-seven states, the District of Columbia and ~~the~~five US territories ~~of Guam and Puerto Rico~~ have legalized the use of cannabis for medical use in some form. However, it may take multiple years for a state to establish regulations and for cannabis businesses to begin generating revenue from operations in a given state.

Non-Infused Products and Merchandise. We launched our www.wildearthnaturals.com website in August 2013 ~~employing high quality graphic artists and designers. We~~but the site has been largely dormant for several years. In 2023, we intend to use social media, primarily Facebook, to drive traffic to our websites. Our online stores at www.wildearthnaturals.com are not producing revenue at this time, but the website is active and ready to process sales orders once the Company rolls out the brand development and product marketing plan for our consumer products lines.

During ~~2021,~~2023, we plan to utilize direct business to business sales, internet advertising, social media ~~market,~~marketing, and trade show participation to generate sales leads, orders and to entry into leading retailers and wholesalers throughout the U.S. No assurances can be given that we will be successful in such efforts.

Infused Products. For cannabis infused products, we ~~are developing~~intend to develop our customer base through licensing agreements with third parties manufacturers who are compliant with state cannabis laws in the states in which they conduct business.

We plan to build brand awareness by utilizing a mix of social media, trade shows, education efforts, and direct marketing to targeted businesses.

Geographic Presence. We plan to build brand awareness for our products in states where medical cannabis is legal, and to sell non-infused products throughout the United States.

~~Competition~~Information related to MJ that the Company hopes to acquire through the pending merger

Information relating to MJ can be found in the Company’s post-effective amendment to its registration statement on Form S-4/A filed with the Securities and Exchange Commission on March 21, 2023.

Cannabis Industry. While we do not currently sell products regulated as cannabis (containing THC), we expect to license our ~~intellectual property to others in the future~~brands and products to businesses that will sell cannabis in states where medicinal or recreational cannabis is legal. Therefore, we look to the participants in the medical and recreational cannabis ~~market~~markets for information on ~~competition, as such competition will have an effect on our ability to license our branding and other intellectual property.~~competition.

We believe the competition in the cannabis market will include numerous cannabis product companies that are ~~highly~~ fragmented in terms of geographic market coverage, distribution channels and product categories, – with many companies taking a ~~state by state~~state-by-state approach. We believe that competition is principally based upon price, quality, efficacy of products, branding, marketing, customer service, and trade support. We anticipate that large pharmaceutical companies will eventually begin to more aggressively compete in the cannabis product market. These companies and certain larger entities may have broader product lines and/or larger sales volumes than companies such as ~~ours our those of our licensees.~~ours. Larger entities entering this market may have significantly greater financial and other resources available to them and possess extensive manufacturing, distribution and marketing capabilities. We anticipate that many of the larger competitors will be able to compete more effectively due to a greater extent of vertical integration. The entry of larger competitors could have a material adverse effect on our results of operations and financial condition.

Skin Care. Our competition includes numerous skin care companies that are highly fragmented in terms of geographic market coverage, distribution channels, and product categories. In addition, large pharmaceutical companies compete with us in the skin care market. These larger companies ~~and certain large entities~~ have broader product lines and ~~larger~~more substantial sales volumes, ~~than us and have~~ greater financial and other resources available to them, and possess extensive manufacturing, distribution and marketing capabilities. Among our more prominent competitors are: Earthly Body, ~~Burt's~~Burt’s Bees, Melaleuca and Clarins, all of which have substantially longer track records and greater financial resources and operating efficiencies than ~~do we.~~we will be able to develop in the near term. As a company with limited capital resources, we believe we will be at a competitive disadvantage until such time as we develop a broad portfolio of products that are known and accepted in the industry, and we are able to demonstrate a history of financial stability. There can be no assurance that we will be able to compete effectively in the market.

Our products are produced using ingredients that we believe to be readily available from several sources. WeOur suppliers purchase ~~our~~ raw materials from a number of different vendors. ~~Our apparel and merchandise are procured through Printful.com.~~ While we expect the raw materials we use to be readily available in normal times, the current COVID-19 pandemic ~~has disrupted~~and the current conflict between Russia and Ukraine have and are expected to continue to disrupt elements of the supply ~~chain and~~chain. At this time, we cannot determine the effect such disruptions may have on the availability of raw materials in future ~~periods.~~periods or the impact of such disruptions on our business development strategies.

We hold certain intellectual property (the ~~"IP"~~“IP”) consisting of recipes and process/methods to maximize the cannabinoid concentrations ~~to be~~ used ~~to make a~~for manufacture of medical marijuana ~~("MMJ") edible or to make a MMJ~~edibles, including our proprietary lozenge. We also hold rights to a proprietary recipe and process/method to maximize the cannabinoid concentrations to be used to make a salve/ointment containing CBD and Arnica Montana.

We are also ~~hold~~ the ~~rights of~~patent holder for a ~~patent for the~~ CTA strain of ~~cannabis and we hold two patent applications filed with the U.S. Patent and Trademark Office with regard to use of the CTA strain in a lozenge and as a treatment for hypertension.~~cannabis. We are continuing to pursue ~~these applications; however,~~commercialization of the CTA strain, but no assurances can be given that the ~~remaining patent applications~~patented strain will result in ~~the issuance~~development of any ~~patents.~~commercial products.

~~We are also pursuing the "hi" mark in several categories filed with the U.S. Patent and Trademark Office. An objection has been filed by Tweed Corporation which wishes~~The Company intends to use or license the ~~mark on apparel. Settlement talks are ongoing. The Company uses (or licenses) the "hi" branding~~“hi” brand for skin care products, edibles (infused and non-infused), apparel and branded merchandise.

We also hold a Federal trademark on the name and stylized branding of ~~"Wild~~“Wild Earth ~~Naturals"~~Naturals”.

We have acquired ~~the following~~ registered U.S. ~~Trademarks:~~Trademarks for Cannabis*Sativa(R), DISPENSARxY(R), and CannaRx(R). The IP identifiers are Cannabis*Sativa(R), Registration Number 4,868,622, DISPENSARxY(R), Registration Number 4,642,830 and CannaRx(R), Registration Number 4,725,687. The Marks are registered in CL 35 under Goods and Services. No assurance can be given that ~~such steps as the company has and~~these marks will ~~take~~have any commercial value, or that they will ~~provide sufficient~~offer any protection against potential competitors ~~and we may~~should they be unable to successfully assert our intellectual property rights or these rights may be invalidated, circumvented or challenged. Any such invalidity, particularly with respect to our product names, or a successful intellectual property challenge or infringement proceeding against us, could have a material adverse effect on our business.commercialized.

Currently, our products consist of a telemedicine ~~service~~services and we are ~~establishing contract manufacturing capabilities for products containing Hemp-based CBD. We do not, at this time cultivate, process or~~developing and implementing a business strategy to sell products derived from cannabis plants or products containing THC. We do hold patents and intellectual property relating to cannabis and cannabis derived products, and our business plan envisions that we may seek to begin selling cannabis or cannabis derived products at some point in the future. Accordingly, while the following discussion on governmental regulation is not directly applicable to the Company today, we may become subject to these regulations in the near future.

~~Cannabis~~The United States federal government regulates drugs in large part through the Controlled Substances Act, or CSA. Marijuana, which is ~~currently~~a form of cannabis, is classified as a Schedule I controlled substance. As a Schedule I controlled substance, ~~under~~ the ~~Controlled Substances Act (CSA) and is, therefore, illegal under~~ federal ~~law. Even in those states in which the use of cannabis has been legalized pursuant~~Drug Enforcement Agency, or DEA, considers marijuana to ~~state law, its use, possession or cultivation remains~~have a ~~violation of federal law. A Schedule I controlled substance is defined as one that has~~high potential for abuse with no currently accepted medical use in treatment in the United States (except as disclosed below for epilepsy and related syndromes) and a lack of accepted safety for use of the drug under medical ~~supervision and~~supervision. According to the U.S. federal government, cannabis having a ~~high potential for abuse.~~concentration of tetrahydrocannabinol, or THC, greater than 0.3% is marijuana. Cannabis with a THC content below 0.3% is classified as hemp. The ~~U.S. Department~~scheduling of ~~Justice (the "DOJ") defines~~marijuana as a Schedule I controlled ~~substances~~substance is inconsistent with what we believe to be widely accepted medical uses for marijuana by physicians, researchers, patients, and others. Moreover, as ~~"the most dangerous drugs~~ of ~~all~~November 30, 2020 and despite the clear conflict with U.S. federal law, 35 states and the District of Columbia have legalized marijuana for medical use, while 15 of those states and the District of Columbia have legalized the adult-use of cannabis for recreational purposes. In November 2020, voters in Arizona, Montana, New Jersey and South Dakota voted by referendum to legalize marijuana for adult use, and voters in Mississippi and South Dakota voted to legalized marijuana for medical use. As further evidence of the growing conflict between the U.S. federal treatment of cannabis and the societal acceptance of cannabis, the FDA on June 25, 2018 approved Epidiolex. Epidiolex is an oral solution with an active ingredient derived from the cannabis plant for the treatment of seizures associated with two rare and severe forms of epilepsy, Lennox-Gastaut syndrome and Dravet syndrome, in patients two years of age and older. This is the first FDA-approved drug ~~schedules~~that contains a purified substance derived from the cannabis plant. In this case, the substance is cannabidiol, or CBD, a chemical component of marijuana that does not contain the psychoactive properties of THC.

Marijuana is largely regulated at the state level in the United States. State laws regulating marijuana are in conflict with ~~potentially severe psychological or physical dependence." If the federal government decides to enforce~~ the CSA, ~~persons that are charged with distributing, possessing with intent to distribute~~which makes marijuana use and possession federally illegal. Although certain states and territories of the United States authorize medical or ~~growing cannabis could be subject to fines and/~~adult-use marijuana production and distribution by licensed or ~~terms of imprisonment, the maximum being life imprisonment and a $50 million fine, even though these persons are in compliance with state law.~~

~~In light of such conflict between federal laws and state laws regarding cannabis, the previous administration~~registered entities, under ~~President Obama had effectively stated that it was not an efficient use of resources to direct~~United States federal law, ~~enforcement agencies to prosecute those lawfully abiding by state-designated laws allowing~~ the possession, use, cultivation, and ~~distribution~~transfer of ~~medical cannabis. Any change in the federal government's enforcement of current federal laws could cause significant financial damage to us. While we~~marijuana and any related drug paraphernalia is illegal. Although our activities currently do not ~~currently harvest, distribute or sell cannabis,~~involve any products that contain THC and we ~~may be irreparably harmed by a change in enforcement policies of~~are compliant with the ~~federal government.~~

~~The Company and our licensed products will also be subject to a number of other federal,~~applicable state and local laws ~~rules and regulations. We anticipate~~in states where we do business, should we enter into a new area that ~~our licensees and vendors will be required to manufacture our~~involves THC products, ~~in accordance~~strict compliance with the Good Manufacturing Practices guidelines and will be subject to regulations relating to employee safety, working conditions, protection of the environment, and other items. The current administration has indicated that it will closely scrutinize the cannabis industry, in particular, recreational marijuana. Changes in laws, rules and regulations or the recall of any product by a regulatory authority, could have a material adverse effect on our business and financial condition.

~~In addition to cannabis related regulations, our skincare and nutraceutical products are subject to a number of federal,~~ state and local laws ~~rules~~with respect to cannabis may neither absolve us of liability under United States federal law nor provide a defense to any federal criminal action that may be brought against us.

In 2013, as more and ~~regulations. We are required~~more states began to ~~manufacture our products~~legalize medical and/or adult-use marijuana, the federal government attempted to provide clarity on the incongruity between federal law and these state-legal regulatory frameworks. Until 2018, the federal government provided guidance to federal agencies and banking institutions through a series of DOJ memoranda. The most notable of this guidance came in ~~accordance~~the form of a memorandum issued by former U.S. Deputy Attorney General James Cole on August 29, 2013, which we refer to as the Cole Memorandum.

The Cole Memorandum offered guidance to federal agencies on how to prioritize civil enforcement, criminal investigations and prosecutions regarding marijuana in all states and quickly set a standard for marijuana-related businesses to comply with. The Cole Memorandum put forth eight prosecution priorities:

On January 4, 2018, former United States Attorney General Sessions rescinded the Cole Memorandum by issuing a new memorandum to all United States Attorneys, which we refer to as the Sessions Memo. Rather than establishing national enforcement priorities particular to marijuana-related crimes in jurisdictions where certain marijuana activity was legal under state law, the Sessions Memo simply rescinded the Cole Memorandum and instructed that “[i]n deciding which marijuana activities to prosecute... with the ~~Good Manufacturing Practices guidelines and we are also subject to regulations relating to employee safety, working conditions, protection~~[DOJ’s] finite resources, prosecutors should follow the well-established principles that govern all federal prosecutions.” Namely, these include the seriousness of the ~~environment,~~offense, history of criminal activity, deterrent effect of prosecution, the interests of victims, and other ~~items. Changes in such laws, rules and regulations or the recall of any product by a regulatory authority, could have a material adverse effect on our business and financial condition.~~principles.

~~Because of the inconsistencies~~Under President Biden, Merrick Garland serves as Attorney General in ~~federal and state law, on January 4, 2018,~~his administration. It is not yet known whether the Department of Justice ~~(DOJ) issued~~under President Biden and Attorney General Garland will re-adopt the Cole Memorandum or announce a ~~memo on federal~~substantive marijuana enforcement ~~policy announcing what it deemed~~policy.

Nonetheless, there is no guarantee that state laws legalizing and regulating the sale and use of marijuana will not be repealed or overturned, or that local governmental authorities will not limit the applicability of state laws within their respective jurisdictions. Unless and until the United States Congress amends the CSA with respect to ~~be a return~~marijuana (and as to the ~~rule~~timing or scope of ~~law and~~any such potential amendments there can be no assurance), there is a risk that federal authorities may enforce current U.S. federal law. Currently, in the ~~rescission~~absence of ~~previous~~uniform federal guidance, ~~documents, including~~as had been established by the ~~so called~~ Cole Memorandum. Since the passage of the Controlled Substances Act in 1970, Congress has generally prohibited the cultivation, distribution, and possession of marijuana. There continues to be uncertainty respecting thememorandum, enforcement of prohibitions against cultivation, distribution and possession of marijuana and the Company is monitoring the situation closely. In the event a change is announced, the Company will consider taking actions to protect its business if warranted.priorities are determined by respective United States Attorneys.

We are not aware of other specific governmental regulations that impact our business. We do, however, utilize Chinese vendors for manufacturing a significant portion of the products we sell. To the extent that tariffs are imposed on imported goods manufactured in China, our pricing structure and acceptance in the marketplace may be affected. We currently stock our products through distributors in foreign countries when appropriate and ship direct from our manufacturer to the foreign distributor when such can be done at a cost savings. We intend to ~~conduct rigorous due diligence~~continue to ~~verify the legality of all activities~~explore ways that we ~~engage~~can hold our costs down on the products we sell in ~~and ensure that~~order to minimize price sensitivity concerns with our ~~activities do not interfere with any of the enforcement priorities of the Department of Justice.~~customers.

COVID-19 was declared a pandemic by the World Health Organization and the Centers for Disease Control and Prevention. Its rapid spread around the world and throughout the United States prompted many countries, including the United States, to institute restrictions on travel, public gatherings and certain business operations. These restrictions significantly disrupted economic activity in the United States and Worldwide. In retrospect, the pandemic did have a negative impact on the contract manufacturing business start-up (primarily delay) and had a positive impact on our telehealth business through loosening of regulations allowing telehealth services and an increase in persons seeking telehealth services to avoid in person visits to doctors offices. ON a combined basis, the COVID-19 disruption did not materially impact the Company’s financial statements. It now appears that the impacts from COVID are lessening and we anticipate a general improvement in the contract manufacturing space in 2021.

We ~~plan~~are not aware of any environmental laws that would limit our ability to conduct ~~research, develop products~~our current sales and ~~engage~~distribution activities in ~~development activities with an initial focus on~~their present form or as we envision them in the ~~following:~~

·~~Consider~~near future. As we expand our operations to participate more directly in the cannabis and ~~research telemedicine platforms and expansion opportunities that can supplement or enhance the PrestoDoctor platform and business operations;~~

·~~Identify and research Hemp derived CBD oils and related products to determine quality, availability, and efficacy in order to formulate and manufacture new CBD products;~~

·~~Identify and research new strains~~hemp industries as a distributor of cannabis and ~~combinations~~hemp products, we may become subject to environmental laws relating to water usage, recycling, waste disposal, and similar regulations that will vary depending on the location of ~~cannabis and cannabinoid nutrients that may be candidates for new products;~~ our operations. We intend to address the impact of such environmental regulations when we have a specific use case to evaluate.

·~~Identify and research products, including intellectual property, that will benefit enhance or benefit the cannabis industry, from cultivation to consumers;~~

·~~Study the metabolic activities of existing and newly identified ingredients;~~

·~~Formulate products to meet diverse regulatory requirements across all of its markets;~~

·~~Investigate processes for improving the production of its formulated products; and~~

·~~Investigate activities of natural extracts and formulated products in laboratory and clinical settings.~~

It is through our internal research and development efforts and our relationships with outside research organizations and health care providers that we believe we will be able to develop high quality products. We plan for our research and development activities to include developing products that are new to the industry, updating existing formulas to keep them current with the latest science, and adapting existing formulas to meet ever-changing regulations in new and existing domestic markets. We will select our ingredients to meet a number of criteria, including, but not limited to, safety, potency, purity, stability, bioavailability, and efficacy. We will require our licensees and vendors to control the quality of our products beginning at the formulation stage and maintain quality control through controlled sourcing of raw ingredients, manufacturing, packaging, and labeling. Going forward, we intend to increase our spending and resources for research and development.

~~We have no known costs, and none are anticipated, from environmental laws, rules and regulations.~~

As of April ~~1, 2021,~~5, 2023, we have no employees in Cannabis Sativa, Inc. ~~During~~At the end of the year ended December 31, ~~2020,~~2022, the Company had independent contractor arrangements with ~~five~~four officers and directors, and eight outside service providers. PrestoCorp has six employees, including two officers of ~~PrestoCorp, and GK Manufacturing and Packaging, Inc. has a variable workforce, including two officers of GK.~~PrestoCorp. Our employees are not represented by unions, and we consider our relationship with our employees to be good. The Company also has relationships with several independent contractors who provide services to the Company on a regular and on-going basis.

During all of ~~2020,~~2022, CBDS operated out of virtual offices maintained by our officers, directors and contractors.

Our subsidiary PrestoDoctor leases an office in New York. 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 ~~$2,444 per month. Our subsidiary GK Manufacturing and Packaging Inc. operates out of~~ a ~~16,000 square foot facility in Anaheim, California. The monthly lease for the office, manufacturing and warehouse space in Anaheim is $20,000~~two-year term at $2,590 per month ~~plus triple net charges of $2,120 per month or $11,120 per month total. The Anaheim lease term runs from~~expiring in April ~~1, 2020, through March 31, 2021.~~2024.

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. We are currently working to resolve a disagreement between the principal officers of PrestCorp and the Company, and we believe that the disagreements will be amicably resolved without resort to dispute resolution proceedings.

Our shares of common stock are quoted on the OTCQB Market operated by the OTC Markets Group Inc. of the Financial Industry Regulatory Authority, Inc. (“FINRA”) under the symbol “CBDS”.

On April ~~1, 2021,~~5, 2023, there were 6970 holders of record of our common stock, as reported by the Company’s transfer agent. In computing the number of holders of record, each broker-dealer and clearing corporation holding shares on behalf of its customers is counted as a single stockholder.

No dividends have ever been paid on our securities, and we have no current plans to pay dividends in the foreseeable future.

During 2017, the Company adopted the Cannabis Sativa, Inc. 2017 Stock Plan which ~~authorizes~~authorized the board of directors to issue up an aggregate of 3,000,000 shares of common stock to allow the Company to compensate employees and consultants from time to time by issuing them shares of Company common stock in return for services provided to the Company rather than paying for the services in cash thereby depleting the cash assets of the Company. Under the plan there were no set issuances of stock to which any party is entitled. Distributions are only allowed pursuant to the discretion of the board of directors if and when it is in the best interest of the Company to make any distribution. As of April 1, 2021, the Company had issued 3,000,000 shares under the 2017 Stock Plan, leaving no shares available for future issuance under the 2017 Plan.

shares on January 27, 2021, and all shares under the 2020 Stock Plan were registered with the Securities & Exchange Commission on Form S-8 on January 29, 2021. Registration of the shares in the 2020 Stock Plan allows immediate sale of the shares by the recipient of such shares. As of April ~~1, 2021,~~14, 2023, the Company has issued ~~154,044~~1,038,908 shares under the 2020 Plan and has ~~1,845,956~~961,092 shares available for future issuance under the 2020 Plan.

Colonial Stock Transfer Co., Inc., ~~66 Exchange Place, Suite 100, Salt Lake City,~~7840 South 700 East, Sandy, Utah ~~84111,~~84070, telephone (801) 355-5740, serves as the transfer agent and registrar for our common stock.

During the year ended December 31, ~~2020,~~2022, the Company issued ~~50,000~~458,333 shares of preferred stock valued at $100,000 to one of our officers for compensation and 1,306,242 shares of common stock valued at $284,564 to various officers and consultants for compensation. Of the common shares issued during the year for services, 515,625 valued at $112,668 were issued to officers and directors of the Company. The Company also issued 7,089,255 shares of common stock in consideration of notes payable and accrued interest – related parties in the amount of $1,417,851.

During the year ended December 31, 2021, the Company issued 10,466 shares of restricted common stock for private investment of ~~$25,000.~~$5,000. The Company also issued ~~100,000 shares for acquisition of assets from GK Manufacturing and Packaging, Inc. The Company also issued 571,960~~310,171 shares of preferred stock to one of our officers for stock payable and compensation and 4,575,298 shares of common stock to various officers and consultants for stock payable and compensation. Aggregate stock payable and compensation paid in stock for officers, directors and consultants totaled $2,697,280 for the year.

~~During the year ended December 31, 2019, the Company issued 125,000 shares of restricted common stock for private investment of $50,000. The Company also issued 262,405 shares of preferred stock~~valued at $150,000 to one of our officers for compensation and ~~852,998~~2,716,132 shares of common stock valued at $1,359,207 to various officers and consultants for compensation. ~~Aggregate compensation paid in stock~~Of the common shares issued during the year, 832,908 valued at $417,461 were issued to officers and ~~for stock payable for officers,~~ directors ~~and consultants totaled $1,813,639 for~~of the ~~year. The Company also had stock payable for compensation at year end totaling $640,685. This amount was paid through issuance of shares in the quarter ended March 31, 2020.~~Company.

To protect investors from patterns of fraud and abuse that have occurred in the market for low priced securities commonly referred to as “penny stocks,” the SEC has adopted regulations that generally define a “penny stock” to be any equity security having a market price (as defined) less than $5.00 per share, or an exercise price of less than $5.00 per share, subject to certain exceptions. Our stock is subject to the “penny stock” regulations during periods in which the price is below $5.00 per share. During any such periods, broker-dealers selling our common stock are subject to additional sales practices when they sell our stock to persons other than established clients and “accredited investors.” For transactions covered by these rules, before the transaction is executed, the broker-dealer must make a special customer suitability determination, receive the purchaser’s written consent to the transaction and deliver a risk disclosure document relating to the penny stock market. The broker-dealer must also disclose the commission payable to both the broker-dealer and the registered representative taking the order, current quotations for the securities and, if applicable, the fact that the broker-dealer is the sole market maker and the broker-dealer’s presumed control over the market. Monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Such “penny stock” rules may restrict trading in our common stock and may deter broker-dealers from effecting transactions in our common stock.

Not Applicable. The Company is a “smaller reporting company” and not subject to the Selected Financial Data requirement of Item 6.

~~Certain statements~~The following Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, is intended to help the reader understand the Company, our operations, and our present business environment. MD&A is provided as a supplement to, and should be read in conjunction with, our Consolidated Financial Statements and the accompanying Notes thereto. As discussed in more detail under “Forward-Looking Statements” immediately following this ~~Report constitute “forward-looking statements.” Such~~document’s Table of Contents, the following discussion contains forward-looking statements ~~involve known~~that are based on our management’s current expectations, estimates, and ~~unknown~~projections, which are subject to a number of risks ~~uncertainties~~ and ~~other factors that may cause our~~uncertainties. Our actual results ~~performance or achievements to be~~may differ materially ~~different~~ from ~~any future results, performance or achievements expressed or implied by such~~those discussed in these 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~~because of the ~~date the statement was made.~~risks and uncertainties inherent in future events.

Fiscal year ended December 31, ~~2020~~2022 compared with fiscal year ended December 31, ~~2019~~2021

~~Revenue~~The narrative comparison of the results of operations for the ~~fiscal years~~periods ended December 31, ~~2020~~2022 and ~~2019 were $2,035,283 and $1,159,737, respectively. Cost of revenues for~~2021 are based on the fiscal years ended December 31, 2020 and 2019 were $893,482 and $462,940, respectively. Gross profit for the fiscal years ended December 31, 2020 and 2019 were $1,141,801 and $696,797, respectively. The increases for 2020 are a result of the improved business operations of PrestoCorp, our 51% owned subsidiary. Telemedicine is a growth area, especially now with the COVID-19 pandemic, and this growth drove revenues higher in 2020. In 2020, the Company also commenced operations in GK Manufacturing and Packaging, Inc. (GKMP), and this division added approximately $95,000 in revenues and $153,000 in cost of goods sold.following table.

Revenue for the fiscal year ended December 31, ~~2020 was $2,458,544~~2022 decreased 15% compared to ~~net loss of $4,006,713 for~~ the ~~fiscal year~~period ended December 31, ~~2019.~~2021. Cost of revenues as a percentage of sales was constant at 38% between the periods. The decrease in revenues in 2022 is primarily a result of the ~~net loss resulted primarily from an impairment loss of $1,376,593 taken in 2019, compared~~lessening impact COVID-19 as we progressed into 2022. In 2021, COVID-19 and the associated concerns with in-person visits to ~~no impairment losses taken in 2020. The 2019 impairment losses also resulted in~~doctors’ offices caused a decrease in amortization in 2020 to $217,768 compared to $561,434 in 2019. In addition, professional fees increased to $750,030 in 2020, compared to $547,284 in 2019, wages and salaries increased to $810,027 in 2020 compared to $393,310 in 2019, and advertising increased to $503,973 in 2020 compared to $195,879 in 2019. General and administrative expenses were essentially unchanged between periods. In 2020, we reduced our reliance on outside professionals and focused primarily on building our PrestoCorp subsidiary while looking for other acquisition candidates to expand our base business. As notedsurge in the ~~description~~use of telemedicine in general and the Company benefitted from this with an increase in customers seeking medical marijuana cards through telemedicine. In 2022, 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. We expect that this softening in the demand for our service will continue in 2023. The softening of demand in 2022 was partially offset by expansion into new territories, focused advertising and marketing efforts, and a continuing focus on customer service and word of mouth referrals of our business, we negotiated the acquisition of certain production equipment and in February 2020, we closed on the acquisition and established a new operating subsidiary to engage in contract manufacturing of products containing hemp-based CBD.services.

Total operating expenses decreased 21% in 2022 compared with 2021 which trended down as did revenue in the current period. Decreases in professional fees, depreciation and amortization, advertising and general and administrative expenses were ~~$3,686,989 for~~offset by increases in wages and salaries. Professional fees decreased with continuing efforts at cost reduction. Depreciation and amortization decreased in part due to the ~~year ended December 31, 2020 compared~~discontinuation of GKMP and IBUD, as reflected below. Advertising costs were reduced by taking a more focused approach to ~~$4,501,902 for~~our target markets. Wages and salaries increased with the ~~fiscal year ended December 31, 2019. The bulk~~addition of ~~the operating expenses for both years were paid using the Company’s common stock~~personnel in our telemedicine business relating to increased selling efforts as we expand to new markets.

Liquidity and ~~therefore required minimal cash. The Company~~Capital Resources

Cash used ~~$191,756 in net cash from operating activities in 2020, compared to positive net cash provided~~ by operating activities was $235,559 in ~~2019 of $94,648.~~

~~PrestoCorp grew revenue by 68% and cost of sales decreased to 38% in the year ended December 31, 2020~~2022 compared to ~~2019. This resulted~~$245,986 in an increase in gross margin to 62% in 2020 compared to 60% in 2019. These operational improvements were driven by improved efficiencies through scale of the company’s business and as a result of increased telehealth opportunities due to Covid-19.

GKMP did not operate in the year ended December 31, 2019. Results of operations for the contract manufacturing business reflect the start-up nature of this segment and the impact of the pandemic on prospective customers and their willingness to commit to contract manufacturing efforts when there is substantial uncertainty surrounding the long-term effect of the pandemic. GKMP operated with a negative gross profit in the year ended December 31, 2020. This was primarily due to high labor costs incurred during the start-up phase of operations.

~~As noted above, cash used for operating activities was $191,756 in 2020 compared to positive cash flow in 2019 of $94,648.~~2021. In ~~2020,~~2022, financing activities provided ~~cash of $186,300,~~$196,200, consisting of proceeds from ~~sales~~related party notes payable in the net amount of ~~restricted stock~~$27,700, and proceeds from convertible notes payable in the amount of ~~$25,000 and from proceeds from related parties notes and advances in the amount of $161,300.~~$168,500. We ended ~~2020~~2022 with ~~$322,107 in cash on hand.~~

In the year ended December 31, 2019, our operations generated positive cash flow of $94,648. In 2019, financing activities provided cash of $141,882 consisting of cash proceeds from sales of restricted stock in the amount of $50,000 and from proceeds from related parties in the amount of $91,882. We ended 2019 with $336,107$97,445 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 ~~attributable to Cannabis Sativa, Inc.~~ of ~~$2,173,192~~$1,174,637 and ~~$3,936,386,~~$2,419,406, respectively, for the years ended December 31, ~~2020~~2022 and ~~2019~~2021 and had an accumulated deficit of ~~$77,028,339~~$80,603,069 as of December 31, ~~2020 which raises substantial doubt about the Company’s ability to continue as a going concern.~~2022. 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 ~~April 16, 2021, the Company had~~ cash on hand ~~of approximately $330,000. As a result,~~ the Company has does not ~~have~~provide sufficient liquidity to meet all of the immediate needs of our current operations. Cash represents cash deposits held at financial institutions. Cash is held at major financial institutions and insured by the Federal Deposit Insurance Corporation (FDIC) up to federal insurance limits.

The following financial statements are being filed with this report and are located immediately following the signature page.

Consolidated Statements of Operations for the Years Ended December 31, ~~2020~~2022 and ~~2019~~2021

Consolidated Statements of Changes in Stockholders’ Equity ~~for the Years Ended~~from January 1, 2021 through December 31, ~~2020 and 2019~~2022

Consolidated Statements of Cash Flows for the years ended December 31, ~~2020~~2022 and ~~2019~~2021

We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 ~~or the Exchange Act,~~(the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer, or CEO, and Chief Financial Officer, or CFO, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable and not absolute assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of disclosure controls and procedures is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures, including controls and procedures designed to ensure that information required to be disclosed by us is accumulated and communicated to our management (including our CEO and CFO), were not effective ~~due primarily~~as of December 31, 2022, and that material information required to be disclosed in this report has not been properly recorded, processed, summarized and reported in a timely manner. In making this determination, we reviewed the material weaknesses in ~~the Company’s~~ internal control over financial reporting and concluded that the direct involvement of the CFO in all aspects of financial reporting ~~as discussed below.~~addressed this concern.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that the Company’s receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Under the supervision of and with the participation of our CEO and our CFO and with the oversight of the Board of Directors, our management conducted an assessment of the effectiveness of our internal control over financial reporting based on the framework and criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“2013 Framework”).

A system of controls, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the system of controls are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

We identified material weaknesses in our internal controls over ~~equity issuances as compensation for services,~~ period end cut-off for recording payables, and communications between accounting personnel and management concerning related party and inter-company transactions.

Based on our evaluation under the framework described above, our management concluded that, due to the material weakness, our internal control over financial reporting was not effective as of December 31, ~~2020.~~2022, in accordance with Item 308(a)(3) of Regulation S-K.

Management is committed to maintaining a strong internal control environment. We plan to address the material weaknesses identified by adding additional accounting personnel and functions, and by designing additional controls over the documentation and application of technical accounting guidance to our business. We are also reviewing our period end cut-off procedures and reconciliation procedures to strengthen our controls in these areas, and we are focused on improving our communications to deliver information where and when needed.

Management believes that the remediation efforts to be undertaken will effectively address the material weaknesses. As we continue to evaluate and work to improve our internal control over financial reporting, management may determine to take additional measures to address control deficiencies or determine to modify the remediation plan described above. We cannot assure you, however, when we will remediate such weaknesses, nor can we be certain of whether additional actions will be required or the costs of any such actions.

~~Other than~~In additional to the identification and assessment of the material weaknesses described above, there ~~was no change~~were changes in our internal control over financial reporting during the quarter ended December 31, ~~2020~~2022, that has materially affected, or is reasonably likely to materially affect, our internal control over financial ~~reporting.~~reporting as follows:

The following table indicates the name, age, term of office and position held by each of our executive officers and directors. The term of office for each officer position is for one year or until his or her successor is duly elected and qualified by the board of directors. The term of office for a director is for one year or until his or her successor is duly elected and qualified by the stockholders.

Certain biographical information with respect to our executive officers and directors.

David Tobias. Mr. Tobias hashas served as President of Wild Earth Naturals, Inc. since May, 2013. He also served as the President of Hemp, Inc. from August 2011 to January 9, 2014. Prior to that, from October 2009 until May 2011, Mr. Tobias held the position of Vice President at Medical Marijuana Inc. where he was instrumental in bringing forward and culminating the merger between CannaBank and Medical Marijuana, Inc. He was earlier Sales Manager for Tulsa custom builder Xcite Homes, from October 2008 to August 2009. Among other qualifications, Mr. Tobias brings to the Board executive leadership experience, including his service as a president of a public company, along with extensive entrepreneurial experience. Mr. Tobias also has a keen sense of the social, political, and economic environment in which the company operates. On January 1, 2019, Mr. Tobias was appointed CEO as a result of the resignation of ~~Mr. Gravel.~~the former CEO.

Catherine Carroll. Ms. Carroll has beenself-employed since 1984. Ms. Carroll brings an extensive background in accounting, tax preparation, IRS audits, and tax appeals to the company. The Board believes that her insights gained from teaching basic tax preparation classes for 15 years, being an expert witness in tax court; along with her “Life Time Limited Services” teacher’s credential in accounting at Delta College in Stockton, CA for 6 years brings the company a valuable perspective. Ms. Carroll had been serving as the CFO, Director and as the Treasurer of the Company since July of 2013. Effective January 30, 2017, she no longer serves as the Company’s CFO and will focus her efforts on her positions as Treasurer and Director and keeping the books of the Company.

Trevor Reed. Mr. Reed has experience as a contractor, builder and cannabis producer. Mr. Reed started his first company 1989, a hardwood flooring company in Santa Fe, New Mexico. That experience led 15-year career as a custom builder of spec homes in New Mexico. Mr. Reed also engaged in small scale land development and commercial construction in New Mexico. In 2008, Trevor moved to Bend, Oregon to be closer to family. During his time in Oregon, Mr. Reed began to learn about the cannabis business and started growing cannabis. Mr. Reed then returned to New Mexico where he became one of the twenty-five licensed producers of cannabis in the State of New Mexico. Mr. Reed’s curiosity and tenacity have led him to be the number one cannabis producer in the State of New Mexico for three years in a row. Mr. Reed has also consulted with State regulatory authorities regarding the development of their state cannabis programs. Under Mr. Reed’s direction Natural Rx in New Mexico was the first dispensary to become a United Food and Commercial Workers International Union (UFCW) cannabis division member company in 2014. In 2015, Mr. Reed (with partners) established several cannabis dispensaries and cannabis farms in the State of Oregon.

Brad has served in a number of increasingly responsible management positions over his career. Brad was Director of Finance, Vice-President of Business Development and later President of AC Data Systems, Inc., in Post Falls, Idaho. AC Data is a privately held manufacturing business engaged in the design, manufacture and sale of surge suppression products marketed primarily to the telecommunications industry. In 2006, Brad left AC Data to join Command Center, Inc., a publicly traded temporary labor business as Chief Financial Officer. Command Center operated 80 offices in 20 states with annual revenues of nearly $100 million. In 2009, Brad joined Echelon LLC as Chief Financial Officer and was promoted to President of Echelon in May of 2010. Echelon was a tribal entity operated under the auspices of the Coeur d’Alene Tribe in Northern Idaho. Echelon manufactured fuel tanks for the US Government and designed and manufactured a line of portable and expandable shipping containers to serve as military facilities including laboratories, field hospitals, and data centers. In 2010, Brad joined Spur Industries, a metals manufacturing firm with a proprietary bonding system for dissimilar metals.

~~Brad brings a diverse business development, accounting and legal background to his current positions.~~

Robert Tankson. Mr. Tankson worked for Google from 2011 through 2012. After leaving Google in 2012, to pursue his passion for business finance and technology, Rob saw an opportunity in the cannabis space to develop a telemedicine platform. This led to the cofounding of PrestoCorp. The PrestoCorp platform, known as PrestoDoctor, is an online medical cannabis evaluation service that connects patients with cannabis friendly doctors in California, Nevada, New York, Oklahoma and Missouri, with more states in the pipeline. As an executive of ~~PrestoCrop,~~PrestoCorp, Rob directed the search for a business partner and ultimately the acquisition of 51% of PrestoCorp by Cannabis Sativa, Inc., in August 2017. Rob continues as an executive of PrestoCorp and is now helping to direct the rapid expansion of the PrestoDoctor platform in the rapidly changing world during and after the Covid-19 pandemic.

The f~~ollowing~~following is a brief description of the specific experience and qualifications, attributes or skills of each director that led to the conclusion that such person should serve as a director of the Company.

Mr. David Tobias’ knowledge regarding the business of Wild Earth and the implementation of its business plan, provides a critical link between management and the board, enabling the board to provide its oversight function with the benefit of management’s perspective of the business.

Ms. Carroll’s knowledge regarding the history, operations and financial condition of Wild Earth provides a critical link between management and the board, enabling the board to provide its oversight function with the benefit of management’s perspective of the business.

Mr. Reed’s knowledge of the cannabis industry and his work with state regulators in connection with cannabis legislation brings valuable insight regarding the emerging cannabis industry and regulation to the board of directors.

Mr. Herr’s experience as an attorney and CPA along with his extensive experience advising boards of directors of public and private companies will assist the board in evaluating opportunities, following best corporate governance practices, and providing oversight to the officers of the company and its subsidiaries as they execute the strategic business plan.

~~Mr.~~ Tankson’s experience in the telemedicine space and his position as an executive of PrestoCorp will provide the Board with insights into the company’s attempts to grow the telemedicine business as telemedicine becomes an ever more important aspect of life after the COVID-19 pandemic abates.

The term of office of each director is one year and until his or her successor is elected at the annual ~~stockholders'~~stockholders’ meeting and is qualified, subject to removal by the stockholders. The term of office for each officer is for one year and until his or her successor is elected at the annual meeting of the board of directors and is qualified, subject to removal by the board of directors. David Tobias was appointed President of the Company on March 29, 2016, and CEO of the Company on January 9, 2019. Cathy Carroll joined the Board in 2013 and also serves as Treasurer of the Company. Trevor Reed joined the Board in 2017. ~~Brad E. Herr was appointed CFO and Director on January 2, 2020.~~ Robert Tankson joined the Board on January 31, 2020.

~~Directors during 2019 also included Stephen Downing and Deborah Goldsberry, both of whom resigned in 2019.~~

Our board of directors consists of ~~five~~four persons. One director, Trevor Reed, is ~~"independent"~~“independent” within the meaning of Rule 5605(a)(3) of the NASDAQ Marketplace. The ~~four~~three that are not independent are officers of the Company or a subsidiary.

Our board of directors designated an audit committee to be comprised of two independent directors. At this time, the Company only has one independent ~~director, Trevor Reed.~~director. The board also does not have an independent ~~"financial expert"~~“financial expert” to serve on the audit committee. As a result, the Company is not able to designate an audit committee and the function of the audit committee is currently being performed by the entire Board.

The board of directors has designated a compensation committee comprised of two independent directors. At this time, the Company only has one independent ~~director, Trevor Reed.~~director. As a result, the Company is not able to designate a compensation committee and the function of the compensation committee is currently being performed by the entire Board.

The ~~Company does not have a standing nominating committee and the Company's~~Company’s Board of Directors also performs the functions that would customarily be performed by a nominating committee. The Board of Directors does not believe a separate nominating committee is required at this time due to the limited resources of the Company. The Board of Directors has not established policies with regard to the consideration of director candidates recommended by security holders or the minimum qualifications of such candidates.

In ~~2020,~~2022, the Company’s Board of Directors meetings were held as needed via remote conference call. As a matter of convenience, many of the actions requiring Board approval are conducted telephonically and then documented as consent minutes. All minutes approved by consent require signatures from all directors. Most Board meetings are attended by all of the Directors, and absences, if any, are noted in the minutes. In ~~2021,~~2023, meetings will be held at least once quarterly and more often if needed. Actions may also be taken in ~~2021~~2023 without formal meeting by consent signed by each of the directors.

Stockholders may communicate with the Board of Directors by sending written communications addressed to the Board of Directors, or any individual director, to: Cannabis Sativa, Inc., Attention: Corporate Secretary, 450 Hillside Dr., #A224, Mesquite, NV 89027. All communications will be compiled by the corporate secretary and forwarded to the Board of Directors or any individual director, as appropriate. In order to facilitate a response to any such communication, the Company’s Board of Directors suggests, but does not require, that any such submission include the name and contact information of the shareholder submitting the communication.

We have ~~not~~ adopted a Code of Ethics and Business Conduct Policy that applies to our executive officers, including our principal executive, financial and accounting officers. We do not believe the adoption of a code of ethics at this time would provide any meaningful additional protection to the Company because we have only four executive officers and our business operations are not complex.

During the past ten years none of our directors, executive officers, promoters, or control persons was:

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10 percent of a registered class of our equity securities to file reports of securities ownership and changes in such ownership with the SEC. Officers, directors, and greater than ten percent shareholders also are required by rules promulgated by the SEC to furnish us with copies of all Section 16(a) reports they file. Based solely on a review of the copies of such reports furnished to us, we believe that one of our directors needs to file a Form 3.

The following table sets forth certain information regarding the annual compensation paid to our principal executive officer and principal financial officer in all capacities for the fiscal years ended December 31, ~~2019~~2022 and ~~2018.~~2021. No other person served as an executive officer of the Company or received total annual compensation from the Company in excess of $100,000 other than Mr. ~~Gravel, Mr.~~ Tobias, Ms. Carroll, and Mr. ~~Lundbom~~Herr as set forth in the table.

2.~~Mr. Lundbom served as Chief Financial Officer and Chief Accounting Officer through December 31, 2019. Mr. Lundbom resigned his positions effective December 31, 2019.~~

We do not have any retirement, pension or profit-sharing plans covering our officers or directors, and we are not contemplating implementing any such plans at this time.

Our directors are issued shares of common stock quarterly for their service on the board of directors. ~~During 2019, the Directors were paid $10,000 and the Chairman~~Prior to January 2022, quarterly director compensation was ~~paid $12,500 each quarter, payable in~~common shares having a market value of ~~common stock~~$5,000. In January of ~~the Company. On January 1, 2020, the~~2022, quarterly director compensation ~~for directors, including the Chairman of the Board,~~ was changed to ~~$5,000~~common shares having a market value of ~~shares quarterly. The 2020 Directors compensation level has been continued for 2021.~~$2,500.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth as of ~~April~~February 1, ~~2021,~~2023, the number of shares of our common stock, par value $0.001, owned of record or beneficially by each person known to be the beneficial owner of 5% or more of our issued and outstanding shares of common stock, and by each of our officers and directors, and by all officers and directors as a group. On such date, there were ~~28,530,613~~45,566,365 shares of our common stock issued and outstanding. As of such date, we had 995,692 shares of preferred stock issued and outstanding that are convertible into shares of common stock on a share for share basis. For purposes of the ownership table, the Preferred Shares are considered equivalent to the Common Shares are included on an “as if” converted basis. Total shares outstanding at April 1, 2021 on an “as if” converted basis would be 29,526,305.

Unless indicated otherwise, the address for any shareholder is the same as the address of the Registrant.

(1)Ms. Barrameda is deemed to be the beneficial owner of the ~~2,556,538~~4,753,967 Common Shares ~~and 151,884 Preferred shares~~ owned by New Compendium Corporation as a result of her status as an officer, director and significant shareholder of New Compendium. Ms. Barrameda’s address is P.O. Box 1363, Discovery Bay, CA 94505.

(2)New Compendium Corp. is deemed the beneficial owner of ~~661,046~~1,561,986 Common Shares owned by Sadia Barrameda. Ms. Barrameda is an affiliate of New Compendium Corp. New Compendium’s address is P.O. Box 1363, Discovery Bay, CA 94505.

(3) Mr. Tobias is the beneficial owner of 35,000 common shares owned by his wife. Mr. Tobias’ address is 450 Hillside Drive, #A224, Mesquite, NV 89027.

(4) Ms. Carroll is deemed to be the beneficial owner of 136,068 Common Shares owned by Carroll’s Consulting LLC, ~~and~~a company wholly owned by Ms. Carroll.

(4)~~Brad E. Herr~~Ms. Carroll’s address is ~~deemed to be the beneficial owner of 285,885 Common Shares owned by Nexit, Inc., a corporation solely owned by Mr. Herr.~~ 450 Hillside Drive, #A224, Mesquite, NV 89027.

Item 13. Certain Relationships and Related Transactions, and Director Independence

During the ~~years~~year ended December 31, ~~2020 and 2019~~2021 the Company received ~~additional~~ short-term ~~borrowings~~advances and ~~advances~~proceeds from notes payable from related parties and officers of the Company, including David Tobias and Cathy Carroll, to cover operating expenses. ~~As of December 31, 2020 and 2019, net borrowings on related party~~The notes were $1,166,021 and $10,142, respectively, and advances from related parties were $18,800 and $1,008,378, respectively. In 2020, the Company converted advances totaling $1,008,378 to short-term notes payable. The Company has calculatedpayable bear interest ~~on these sums~~ at rates between 5% and 8% per ~~annum~~annum. Total notes payable amount to $1,218,038 and ~~has~~the Company recorded interest expense related to these balances in the amount of ~~$56,045 and $49,608 for~~$66,872 during 2021. Aggregate accrued interest on the ~~years~~notes payable at December 31, 2021 was $204,613. The notes came due December 31, 2022.

During the year ended December 31, ~~2020~~2022 the Company received short-term advances and ~~2019, respectively.~~proceeds from notes payable from related parties and officers of the Company, including David Tobias and Cathy Carroll, to cover operating expenses. The notes payable bear interest at rates between 5% and 8% per annum. Total notes payable amount to $91,700 and the Company recorded interest expense related to these balances in the amount of $4,228 during 2022. Aggregate accrued interest on the notes payable at December 31, 2022 was $16,374. The principal of the notes were paid down from the amounts due on December 31, 2021, upon the issuance of stock. The remaining principal balance no longer accrues interest.

Related party transactions are reviewed and approved or denied by the board of directors of the Company. If the related party to a transaction is a member of the board of directors, the transaction must be approved by a majority of the board that does not include the related party.

The following table presents aggregate fees that were billed or expected to be billed for the fiscal years ended December 31, ~~2020,~~2022, and ~~2019,~~2021, for professional services rendered by Assure CPA ~~LLC (formerly DeCoria Maichel & Teague, P.S.).~~LLC.

“Audit Fees” represents fees for professional services provided in connection with the audit of our annual financial statements, review of financial statements included in our quarterly reports and related services normally provided in connection with statutory and regulatory filings and engagements and consents.

“Audit-Related Fees” represent fees for professional services provided in connection with ~~providing~~ the ~~auditor’s consent on SEC filings.~~audit of the financial statements of Presto Corp.

“Tax Fees” consists of fees for professional services rendered by our principal accountants for tax compliance, tax advice and tax planning.

“Other Fees” consists of fees for products and services provided by our principal accountants, other than the services reported under “Audit Fees,” “Audit-Related Fees,” or “Tax Fees” above.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

It is the policy of the Company for all work performed by our principal accountant to be approved in advance by our audit committee. Currently the audit committee does not have the requisite number of independent Board Members. Accordingly, the functions of the audit committee are now being performed by the Full Board. All of the services described above in this Item 14 were approved in advance by our Board of Directors.

Pursuant to the requirements of Section 13 or 15(d) 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.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has negative working capital and accumulated deficit. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

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

~~CANNABIS SATIVA, INC.~~

~~CONSOLIDATED STATEMENTS OF CASH FLOWS~~

2020

2019
CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss

$(2,458,544)

$(4,006,713)
Adjustments to reconcile net loss to net cash
provided (used) by operating activities:

Unrealized (gain) loss on investment

(147,000)

152,000
Impairment of intangibles

—

1,039,926
Impairment of iBudTender goodwill

—

336,667
Depreciation and amortization

235,624

561,434
Shares issued for services

2,056,595

1,922,178
Changes in Operating Assets and Liabilities:

Accounts receivable

2,056

6,095
Inventories

(8,498)

5,714
Other current assets

(51,200)

25,854
Deposits and other assets

(8,000)

—
Accounts payable and accrued liabilities

105,621

51,493
Accrued interest - related parties

56,045

—
Customer deposits

25,545

—
Net Cash Provided (Used) by Operating Activities

(191,756)

94,648

Cash Flows from Investing Activities:

Purchase of property and equipment

(58,544)

(2,369)
Advance to GK settled with asset acquisition

50,000

(50,000)
Net Cash Used in Investing Activities

(8,544)

(52,369)

Cash Flows from Financing Activities:

Proceeds from sale of common stock and warrants

25,000

50,000
Notes payable from related parties

142,500

Advances from and payables to related parties

18,800

91,882
Net Cash Provided by Financing Activities

186,300

141,882

NET CHANGE IN CASH

(14,000)

184,161

CASH AT BEGINNING OF YEAR

336,107

151,946

CASH AT END OF YEAR

$322,107

$336,107

Supplemental Disclosures of Non Cash Activities:

Noncash investing and financing activities:

Net asset acquisition acquired with shares of common stock

$213,725

$—
Common stock issued from stock payable

$640,685

$454,296
Operating lease liability from acquiring right to use asset

$61,367

$—
Advances from related parties exchanged for notes payable to related parties

$1,008,378

$—

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

~~FS-5~~

~~CANNABIS SATIVA, INC.~~
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, ~~2020~~2022 and ~~2019~~2021

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~~ 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”).
	·	iBudtender, Inc. (“iBud”) – through April 2021
	·	GK Manufacturing and Packaging, Inc. (“GKMP”) - through April 2021

PrestoCorp Inc. (“PrestoCorp”), iBudtender, Inc. (“iBudtender”), Wild Earth Naturals, Inc. (“Wild Earth”), Kubby Patent and Licenses Limited Liability Company, (“KPAL”), Hi Brands, International, Inc. (“Hi Brands”), GK Manufacturing and Packaging, Inc. (“GKMP”), and Eden Holdings LLC (“Eden”). PrestoCorp and GK Manufacturing are bothis a 51% owned ~~subsidiaries~~subsidiary and ~~iBudtender is a~~until April 22, 2021, GKMP and iBud were 51% and 50.1% owned ~~subsidiary.~~subsidiaries. Wild Earth, KPAL, Hi Brands, and Eden are wholly owned subsidiaries. ~~Currently,~~At December 31, 2022 and 2021, PrestoCorp is the sole operating subsidiary. Until sale of the Company’s interest in April 2021, GKMP and ~~iBudtender are~~iBud tender were operating subsidiaries although ~~iBudtender is~~iBud was not ~~currently~~ generating any revenue. ~~The Company is reviewing opportunities for business development relating to Wild Earth, KPAL, and Hi Brands. Eden is not operating and had no activity~~

Our primary operations for the years ended December 31, ~~2020~~2021 and ~~2019.~~

~~Our primary operations in the year ended~~through December 31, ~~2020~~2022 were through PrestoCorp, which provides telemedicine online referral services for customers desiring medical marijuana cards in states where medical marijuana has been legalized. ~~GKMP commenced operations during the second quarter of 2020. iBudtender~~The Company is ~~also working to complete~~actively seeking new business opportunities for acquisition and ~~commercialize an application (the iBudtender App) that will provide a convenient means~~is continually reviewing opportunities for ~~sharing information about cannabis products, patients~~product and ~~businesses.~~brand development through our Wild Earth, Hi Brands, and KPAL subsidiaries.

Principles of Consolidation:

The consolidated financial statements include the accounts of Cannabis Sativa, Inc. (the “Company” or “CBDS”), and its wholly-owned ~~subsidiaries; Wild Earth Naturals, Inc., Hi-Brands International, Inc., Eden Holdings LLC,~~subsidiaries and PrestoCorp, a 51% owned subsidiary. On April 22, 2021, we sold our ~~50.1% ownership~~interests in two companies in which the Company had majority control, iBud and GKMP. These consolidated financial statements include operations of ~~iBudtender Inc., our 51% ownership of PrestoCorp,~~iBud and ~~our 51% ownership of GK Manufacturing Inc., (collectively referred to as the “Company”).~~GKMP through April 22, 2021. All significant inter-company balances have been eliminated in consolidation. We hold controlling interests in iBudTender, PrestoCorp and GK Manufacturing and exercise control through management practices and oversight by the Company’s Board of Directors. GK Manufacturing was established in February 2020.

Non-controlling Interests:

Non-controlling interests are portions of entities included in the condensed consolidated financial statements that are not attributable to the Company. Non-controlling interest are identified separately from the Company’s stockholders’ equity and its net income (loss). Non-controlling interest equity balances include the non-controlling entity’s initial contribution at the date of the original acquisition, ongoing contributions, distributions, and percentage share of earnings since inception. The non-controlling interests are calculated based on percentages of ownership.

Going Concern:

The Company has ~~had recurring losses and has~~ an accumulated deficit of ~~$77,028,339~~$80,603,069 at December 31, ~~2020,~~2022, 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.

FS-7

Table of Contents

CANNABIS SATIVA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2022 and 2021

Use of Estimates:

The preparation of financial statements in conformity with generally accepted accounting principles ~~generally accepted~~ in the ~~Unites~~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, ~~possible impairment~~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.

~~FS-6~~

~~CANNABIS SATIVA, INC.~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~For the Years Ended December 31, 2020 and 2019~~

~~Accounts Receivable:~~

Accounts receivable are stated at the amount that management expects to collect from outstanding balances. Management provides for probable uncollectible amounts through an allowance for doubtful accounts. Changes to the allowance for doubtful accounts are based on management’s judgment, considering historical write-offs, collections and current credit conditions. Balances which remain outstanding after management has used reasonable collection efforts are written off through a charge to the allowance for doubtful accounts and a credit to the applicable accounts receivable. Payments received on receivables subsequent to being written off are considered a bad debt recovery.

~~Inventories:~~

Inventory costs, when applicable, include those costs directly attributable to the manufacture of the product before sale. Inventories consist of raw materials and finished goods and are carried at the lower of cost or net realizable value, using the first-in, first-out method of determining cost. Inventories at December 31, 2020 ~~consist of emoluments, CBD oils, scents, flavors, and similar components of the salves, edibles, drinks, and topical products that GKMP produces.~~ ~~As of December 31, 2019, the Company had no inventory.~~

Property and Equipment:

Property and equipment are recorded at cost. Depreciation is provided for on the straight-line method over the estimated useful lives of the assets. The average lives range from five (5) to ten (10) years. Leasehold improvements are amortized on the straight-line method over the lesser of the lease term or the useful life. When assets are retired or sold, the costs and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is reflected in operations. Maintenance and repairs that neither materially add to the value of the property nor appreciably prolong its life are charged to expense as incurred. Betterments or renewals are capitalized when incurred.

Fair Value ofMeasurements and Financial Instruments:

When required to measure assets or liabilities at fair value, the Company uses a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used. The Company determines the level within the fair value hierarchy in which the fair value measurements in their entirety fall. The categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Level 1 uses quoted prices in active markets for identical assets or liabilities, Level 2 uses significant other observable inputs, and Level 3 uses significant unobservable inputs. The amount of the total gains or losses for the period are included in earnings that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date. We measure our investment in equity securities at fair value on a recurring basis. The Company’s investments in equity securities are valued using inputs observable in active markets and are therefore classified as Level 1 within the fair value hierarchy.

The carrying amounts of cash and cash equivalents, convertible debt and balances due to and from related parties approximate fair value given their short-term nature.

Cash:

Cash is held at major financial institutions and insured by the Federal Deposit Insurance Corporation (FDIC) up to federal insurance limits. The Company considers all highly liquid investments purchased with an original maturity of three months or less when acquired to be cash equivalents.

Net Loss per Share:

~~Net~~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. AtFor the years ended December 31, ~~2020~~2022 and ~~2019,~~2021, the Company had ~~175,000~~50,000 and ~~174,900~~175,000 outstanding warrants, respectively, and -0- and 777,654 shares of convertible preferred stock, respectively, that ~~could~~would be dilutive to future periods net ~~income. Also, at~~income if converted. The number of shares that can be converted per the convertible note agreement cannot be converted until after December 31, ~~2020 and 2019, the Company had 1,090,128 and 1,021,849 shares~~2022 thus are not dilutive as of ~~convertible Series A preferred stock, respectively,~~ that ~~could be dilutive to future periods net income.~~date.

FS-8

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CANNABIS SATIVA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2022 and 2021

Investments:

Equity securities of investments in which the Company owns less than 20% and/or has no significant influence are generally measured at fair ~~value. Unrealized gains and losses for equity securities are included~~value with changes in fair value recognized in earnings. Upon sale of an equity security, the realized gain or loss is recognized in earnings.

~~FS-7~~

~~CANNABIS SATIVA, INC.~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~For the Years Ended December 31, 2020 and 2019~~

Investments in companies in which the Company owns more than 20% and has the ability to exercise significant influence, but do not control, ~~will be~~are accounted for under the equity method of accounting. In determining whether significant influence exists, the Company will consider its participation in policy-making decisions and representation on governing bodies. Under the equity method of accounting, the Company’s share of the net earnings or losses of the investee ~~will be~~are included in earnings. ~~At December 31, 2020 and 2019, the~~The Company ~~has no investments accounted~~may elect to account for ~~using the~~certain equity method ~~(Note 2).~~investments at fair value whereby the carrying value of the investment is adjusted to fair value at the end of each period and the related change in fair value is recognized in earning. For these investments, the Company’s share of the net earnings or losses of the investee are not included in earnings.

~~Investments in companies~~Companies in which the Company holds investments amounting to more than 50% of the voting interests, but less than 100%, and in which the Company has significant influence, ~~the company is~~are consolidated and other investor interests are presented as non-controlling.

Revenue Recognition:

~~Provision for sales incentives, discounts and returns and allowances, if applicable, are accounted for as reductions of revenue in~~In the ~~period~~year ending December 31, 2022, the ~~related sales are recorded. The~~ Company ~~had no warranty costs associated with~~operated one division, the ~~sales of its products.~~telehealth business operated through PrestoCorp.

~~The~~In the year ending December 31, 2021, the Company ~~currently operates~~operated two divisions, the telehealth business operated through PrestoCorp and the contract manufacturing business operated through GKMP. The contract manufacturing business was sold on April 22, 2021.

The telehealth division generates revenue based on a per telehealth visit for clients looking to obtain a permit to use marijuana for medical purposes in states that have legalized medical marijuana. Revenues are recognized when the Company satisfies its performance obligation to provide telehealth services upon a referral to a contracted physician. The obligation to perform the referral and the referral are automated and occur at the same time an online client subscribes for the visit and gains access to our network of health care professionals. Recognition of revenue is not dependent on the issuance of a marijuana card since issuance of the card is dependent on health and other factors beyond our control. This initial service is a one-time referral to a physician. Clients may return for other telehealth consultations, typically regarding product recommendations, and such additional physician referrals are provided at an additional cost. The billing and payment processes for each physician referral are automated through our online platform. Revenue is recognized in an amount that reflects the consideration that is received in exchange for each physician referral provided to the client.

Provision for sales incentives, discounts and returns and allowances, if applicable, are accounted for as reductions of revenue in the period the related sales are recorded. The ~~contract manufacturing division recognizes revenue from manufacturing operations when~~Company had no warranty costs associated with the ~~products are shipped to the customer. In some instances, customers provide inventory for the manufacturing process and GKMP provides labor, supplies and manufacturing operations to mix and package the~~sales of its products. Revenues are recognized when the manufacturing and packaging process are completed and the goods have been shipped to the customer. In other instances, the Company acquires inventory and manufactures products for customers and/or to hold in inventory for later sale to customers through the GKMP on-site dispensary, through the GKMP online store, or to independent distributors. In these instances, revenue is recognized when the product is shipped to the customer or distributor. Shipment terms are FOB origination.

Intangible Assets and Goodwill:

Intangible asset amounts represent the acquisition date fair values of identifiable intangible assets acquired. The fair values of the intangible assets were determined by using the income approach, discounting projected future cash flows based on management’s expectations of the current and future operating environment. The rates used to discount projected future cash flows reflected a weighted average cost of capital based on our industry, capital structure and risk premiums including those reflected in the current market capitalization. Definite-lived intangible assets are amortized over their useful lives, which have historically ranged from 5 to 10 years. The carrying amounts of our definite-lived intangible assets are evaluated for recoverability whenever events or changes in circumstances indicate that the entity may be unable to recover the ~~asset’s~~asset group’s carrying amount. ~~At December 31, 2020 and 2019, we~~We do not have any indefinite-lived intangible ~~assets.~~assets recorded from acquisitions.

FS-9

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CANNABIS SATIVA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2022 and 2021

Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Goodwill is not amortized but is tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset may be impaired. ~~To assess impairment, the~~The fair value of

~~FS-8~~

~~CANNABIS SATIVA, INC.~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~For the Years Ended December 31, 2020 and 2019~~

the reporting unit is evaluated on qualitative ~~factors.~~factors to determine if the reported value may be impaired. If the qualitative factors indicate a likelihood of impairment, we then evaluate carrying value of the reporting unit based on quantitative factorsusing the income approach. ~~A goodwill~~An impairment ~~loss~~charge is recognized for the excess of the carrying value of goodwill for the reporting unit over its implied fair value.

Advertising Expense:

Advertising costs are expensed as incurred and are broken out separately in the accompanying consolidated statements of operations.

Stock-Based Compensation:

Stock-based payments to employees and non-employees are recognized at their fair values. Compensation expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). Transactions in which goods or services are received for the issuance of shares of the Company’s preferred or common stock are accounted for based on the fair value of the common stock issued. When options to purchase shares of stock are granted, fair value is determined using the Black-Scholes option pricing model. Most awards to date have been in the form of shares of the Company’s common and preferred stock issued under the Company’s 2017 Stock Plan. The Company currently recognizes compensation costs immediately as our awards are 100% vested at the time of issuance. Forfeitures are recognized upon occurrence.

Income Taxes:

The Company utilizes the liability method of accounting for income taxes which requires that deferred tax assets and liabilities be recorded to reflect the future tax consequences of temporary differences between the book and tax basis of various assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Additionally, deferred tax assets are evaluated, and a valuation allowance is established if it is more likely than not that all or a portion of the deferred tax asset will not be realized. There can be no assurance that the Company’s future operations will produce sufficient earnings so that the deferred tax asset can be fully utilized. The Company currently maintains a full valuation allowance against net deferred tax assets.

Uncertain tax positions are evaluated in a two-step process, whereby (i) it is determined whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with the related tax authority would be recognized.

Leases:

The Company determines if an arrangement is a lease, or contains a lease, at the inception of an arrangement. If the Company determines that the arrangement is a lease, or contains a lease, at lease inception, it then determines whether the lease is an operating lease or finance lease. Operating and finance leases result in recording a ~~right-to-use~~right-of-use (“~~RTU”~~ROU”) asset and lease liability on the consolidated balance sheets. ~~RTU~~ROU assets represent the Company’s right toof use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ~~RTU~~ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. For purposes of calculating operating lease ~~RTU~~ROU assets and operating lease liabilities, the Company uses the non-cancellable lease term plus options to extend that it is reasonably certain to exercise. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. The Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company has elected not to recognize ~~RTU~~ROU assets and lease liabilities that arise from short-term (12 months or less) leases for any class of underlying asset. The Company has elected not to separate lease and non-lease components for any class of underlying asset.

~~FS-9~~

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CANNABIS SATIVA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, ~~2020~~2022 and ~~2019~~2021

~~Fair Value Measurements:~~

When required to measure assets or liabilities at fair value, the Company uses a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used. The Company determines the level within the fair value hierarchy in which the fair value measurements in their entirety fall. The categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Level 1 uses quoted prices in active markets for identical assets or liabilities, Level 2 uses significant other observable inputs, and Level 3 uses significant unobservable inputs. The amount of the total gains or losses for the period are included in earnings that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date. We measure our investment in equity securities at fair value on a recurring basis. The Company’s equity securities are valued using inputs observable in active markets and are therefore classified as Level 1 within the fair value hierarchy.

Contingencies:

In determining accruals and disclosures with respect to loss contingencies, the Company evaluates such accruals and contingencies for each reporting period. Estimated losses from loss contingencies are accrued by a charge to income when information available prior to issuance of the financial statements indicates that it is probable that a liability could be incurred, and the amount of the loss can be reasonably estimated. Legal expenses associated with the contingency are expensed as incurred. If a loss contingency is not probable or reasonably estimable, disclosure of the loss contingency is made in the financial statements when it is at least reasonably possible that a material loss could be incurred.

~~Recent Accounting Pronouncements:~~Reclassifications:

Certain reclassifications have been made to conform prior years’ amounts to the current presentation. These reclassifications have no effect on the results of operations, stockholders’ equity, and cash flows as previously reported.

Recent Accounting Pronouncement:

Accounting Standards Updates Adopted

In August ~~2018,~~2020, the Financial Accounting Standards Board (“FASB”) issued ~~Auditing~~Accounting Standards Update (“ASU”) No. 2018-13 Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. The update removes, modifies and makes additions to the disclosure requirements on fair value measurements. The update was adopted as of January 1, 2020, and its adoption did not have a material impact on the Company’s consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The update simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount. This update is effective for annual and interim periods beginning after December 15, 2019, and interim periods within that reporting period. The update was adopted as of January 1, 2020, and its adoption did not have a material impact on the Company’s consolidated financial statements.

~~Accounting Standards Updates to Become Effective in Future Periods~~

In December 2019, the FASB issued ASU No. 2019-12 Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The update contains a number of provisions intended to simplify the accounting for income taxes. The update is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. Management is evaluating the impact of this update on the Company’s consolidated financial statements.

~~In August 2020, the FASB issued 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, ~~2021,~~

~~FS-10~~

~~CANNABIS SATIVA, INC.~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~For the Years Ended December 31, 2020 and 2019~~

2023, including interim periods within those fiscal years and with early adoption permitted. ~~Management is evaluating the impact~~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.

2. ~~Property~~Intangibles and ~~Equipment~~Goodwill

~~Property and equipment consistedof the following at December 31, 2020 and 2019:~~

2020
2019
Furniture and Equipment
$225,629
$17,414
Leasehold Improvements
17,315
2,500

242,944
19,914
Less: Accumulated Depreciation
(43,824)
(13,474)
Net Property and Equipment
$199,120
$6,440

~~Depreciation expense for the years ended December 31, 2020 and 2019 was $30,352 and $2,477, respectively.~~

~~3. Intangibles and Goodwill~~

~~All of the Company’s~~The Company considers all intangibles ~~are~~to be definite-lived assets with lives of 5 to 10 years. Intangibles consisted of the following at December 31, ~~2020~~2022 and ~~2019:~~2021:

	2020	2019	December 31, 2022			December 31, 2021
CBDS.com website (Cannabis Sativa)	`$13,999`	`$13,999`	$	13,999		$	13,999
Intellectual Property Rights (PrestoCorp)	`240,000`	`240,000`		240,000			240,000
Patents and Trademarks (KPAL)	`1,281,411`	`1,281,411`		1,281,411			1,281,411
Total Intangibles	`1,535,410`	`1,535,410`		1,535,410			1,535,410
Less: Accumulated Amortization	`(1,045,464)`	`(840,192)`		(1,376,467	)		(1,214,604	)
Net Intangible Assets	`$489,946`	`$695,218`	$	158,943		$	320,806

Amortization expense for each of the years ended December 31, ~~2020~~2022 and ~~2019~~2021 was ~~$205,272~~$161,863 and ~~$558,958,~~$169,140, respectively.

FS-11

Table of Contents

CANNABIS SATIVA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2022 and 2021

Amortization of intangibles ~~for each of the next five years~~through 2027 is:

2021
$169,142
2022
161,865
2023
151,686
2024
3,049
2025
932

January 1, 2023 to December 31, 2023	$	151,686
January 1, 2024 to December 31, 2024		3,054
January 1, 2025 to December 31, 2025		932
January 1, 2026 to December 31, 2026		932
January 1, 2027 to December 31, 2027		932

Goodwill ~~at December 31, 2020 and 2019~~in the amount of $3,010,202 was ~~$1,837,202 and relates to~~recorded as part of the ~~2017~~acquisition of PrestoCorp ~~acquisition and is comprised the original goodwill recognized $3,010,202 less cumulative impairment of $1,173,000 recognized in 2018 No~~that occurred on August 1, 2017. Cumulative impairment of the PrestoCorp goodwill totals $1,173,000 as of December 31, 2022 and 2021. The balance of goodwill at December 31, 2022 and 2021 was $1,837,202.

3. Sale of Majority Owned Subsidiaries and Discontinued Operations

On April 22, 2021, the Company sold its majority interests in GKMP (51%) and iBud (50.1%) to THC Farmaceuticals, Inc. (“CBDG”). In consideration of the transaction, the Company received 1,500,000 shares of CBDG common stock and 1,500,000 shares of CBDG preferred stock. The Company’s Chief Executive Officer and Chairman of the Board, David Tobias is a Director of CBDG. Shares of CBDG common stock are traded on the OTC Pink Sheets Market.

The sale of the Company’s majority interests was undertaken to allow the Company to focus on its other operating subsidiary, PrestoCorp, to focus on capital formation for expansion of PrestoCorp, and to pursue other opportunities. At the time of the sale, iBud was inactive and GKMP had not yet achieved positive cash flow from operations.

On the closing date of the sale, CBDG common shares closed at $0.20 per share, for a fair value of $300,000. The CBDG preferred stock received is convertible into CBDG common stock on a one for one basis and has no other rights or preferences that distinguish it from the common stock and are convertible at any time by the Company. Management determined that the shares of preferred stock received are equivalent to CBDG’s common stock and valued the preferred shares at the same rate. In the aggregate, the total shares of CBDG stock received were valued at $600,000 on the date of the sale.

The Company recognized a gain on sale of subsidiaries of $164,470 which represented the value of the consideration received consisting of the value of CBDG’s shares plus the carrying value of the subsidiaries’ non-controlling interest reduced by the net asset of each subsidiary:

Consideration received:
Common stock of CBDG, fair value	$	300,000
Preferred stock of CBDG, fair value		300,000
Total consideration		600,000
Non-controlling interests		(331,884	)
Consideration attributable to the Company		268,116

Less: Net assets of subsidiaries on date of disposition:
GKMP		112,350
iBud		(8,970	)
Total net assets		103,380
Gain on sale of subsidiaries	$	164,736

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CANNABIS SATIVA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2022 and 2021

As a result of the sale, the Company has discontinued its operations for both subsidiaries. Summaries of the discontinued operations of GKMP and iBud for the period January 1, 2021 to April 22, 2021 (date of disposition) are provided below.

	January 1 to
*Discontinued Operations of GKMP*	April 22, 2021
REVENUE		75,866
Cost of revenues		91,316
Gross profit		(15,450	)
EXPENSES
Depreciation and amortization		5,526
Wages and salaries		106,224
Advertising		1,693
General and administrative		104,177
Total expenses		217,620
NET LOSS FROM DISCONTINUED OPERATIONS		(233,070	)

	January 1 to
*Discontinued Operations of IBUD*	April 22, 2021
REVENUE		-
EXPENSES
Depreciation and amortization		1,135
Total expenses		1,135
NET LOSS FROM DISCONTINUED OPERATIONS		(1,135	)
Aggregate net loss from discontinued operations		(234,205	)
Gain on sale of discontinued operations		164,736
NET LOSS FROM DISCONTINUED OPERATIONS		(69,469	)

GKMP and iBud generated losses from operations during the periods they were operated by the Company. The sale of our interests in GKMP and iBud was to allow management to devote more resources to PrestoCorp.

4. Related Party Transactions

In addition to items disclosed in Notes 3, 5 and 7, the Company had additional related party transactions during the years ended December 31, ~~2020~~2022 and ~~2019.~~2021.

~~Goodwill of $336,667 was recognized with~~Historically, the 2016 IBudtender acquisition which is fully impaired as of December 31, 2020 and 2019. During the year ended December 31, 2019, the Company recognized a full impairment of the balance ($336,667). The impairment of the iBudtender goodwill was due to delays in completion of the iBudtender software and mobile app, and failure to commence viable business operations, as well as the uncertainty surrounding the future of the business opportunity.

~~FS-11~~

~~CANNABIS SATIVA, INC.~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~For the Years Ended December 31, 2020 and 2019~~

~~There were no intangible nor goodwill additions, deletions, and impairments recognized in the year ended December 31, 2020.~~

~~4. Related Party Transactions~~

~~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 year ended December 31, 2022, David Tobias, the Company’s chief executive officer and director, loaned $44,040 to the Company for notes payable bearing interest at the rate of 5% per annum due on December 31, 2022. The Company paid $11,340 on this note during 2022.

During the year ended December 31, 2022, the Company and Cathy Carroll, director, entered into a note payable for $55,000 for compensation due her for services. Ms. Carroll’s note bears interest at 5% per annum and is due December 31, 2022. The notes payable totaled $60,000 of which $5,000 was paid by the Company during 2022.

During the year ended December 31, 2021, David Tobias loaned $42,160 to the Company for notes payable bearing interest at the rate of 5% per annum due on December 31, 2021. During the year ended December 31, 2021, the Company and Cathy Carroll, director, entered into a note payable for $25,000 for compensation due her for services. Ms. Carroll’s note bears interest at 5% per annum and is due December 31, 2021. The notes payable to Mr. Tobias and Ms. Carroll were extended and are now due December 31, 2022.

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Table of Contents

CANNABIS SATIVA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2022 and 2021

During the years ended December 31, ~~2020~~2022 and ~~2019,~~2021, the Company recorded interest expense related to ~~these advances~~notes payable to related parties at the rates between 5% and 8% per annum ~~and~~ in the amounts of ~~$56,045~~$16,374 and ~~$49,608,~~$66,872, respectively.

In 2020, the Company converted all of the outstanding advances at December 31, 2019 into one year notes due on December 31, 2020 bearing interest at 5%. New borrowings on notes payable in the year ended December 31, 2020 were $142,500. In 2020, the Company also received a short-term advance in the amount of $18,800 which was not pursuant to a note payable and is expected to be repaid in 2021. This advance is not interest bearing. In the year ended December 31, 2019, advances totaled $91,882.

In April 2021, the notes were extended to December 31, 2021. The Company is currently in discussions with the note holders to covert these notes into long-term obligations, but the terms have not been finalized.

Included in the note payable balances at December 31, 2020 and 2019 is a note payable to the founder of iBudtender of $10,142 and $10,142, respectively. The note earns interest at 0% and was due on December 2019. The note has not yet been paid pending further review of the iBudtender business and adjustment of the agreements between the parties.

The following tables reflect the related party ~~advance and~~ note payable balances.

	~~Advances from~~ ~~related parties~~	~~Notes payable to~~ ~~related parties~~	~~Accrued interest -~~~~related parties~~
	~~December 31, 2020~~
~~David Tobias, CEO & Director~~	`$-`	`$944,378`	`$120,293`
~~New Compendium, Affiliate~~	`-`	`152,500`	`20,063`
~~Keith Hyatt, Affiliate (GKMP)~~	`13,100`	`-`	`-`
~~Jason Washington, Affiliate (GKMP)~~	`5,700`	`-`	`-`
~~Chris Cope, Affilitate (iBudtender)~~	`-`	`10,142`	`-`
~~Cathy Carroll, Director~~	`-`	`50,000`	`3,068`
~~Other Affiliates~~	`-`	`4,000`	`600`
~~Totals~~	`$18,800`	`$1,161,020`	`$144,024`

	~~December 31, 2019~~
~~David Tobias, CEO & Director~~	`$851,878`	`$-`	`$75,141`
~~New Compendium, Affiliate~~	`152,500`	`-`	`12,438`
~~Chris Cope, Affilitate (iBudtender)~~	`-`	`10,142`	`-`
~~Other Affiliates~~	`4,000`	`-`	`400`
~~Totals~~	`$1,008,378`	`$10,142`	`$87,979`

	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

	Related party notes		Accrued interest		Total
	December 31, 2021
David Tobias, CEO & Director	$	986,538	$	169,057	$	1,155,595
New Compendium, greater than 10% Shareholder		152,500		27,688		180,188
Cathy Carroll, Director		75,000		7,068		82,068
Other Affiliates		4,000		800		4,800
Totals	$	1,218,038	$	204,613	$	1,422,651

During the year ended December 31, ~~2020~~2022, the Company issued 7,089,255 shares of common stock in settlement of $1,214,038 in related party notes payable and ~~2019,~~$203,813 in accrued interest attributable to these notes. The fair value of the shares issued approximated the carrying value of the notes and interest payable.

In the years ended December 31, 2022 and 2021, the Company incurred approximately ~~$162,300~~$26,389 and ~~$69,000~~$111,100, respectively, for consulting services from a nephew of the Company’s president. ~~These~~The services for the years ended December 31, 2022 and 2021 were paid in shares of the Company’s common stock. These amounts are included in the statements of operations in general and administrative expenses.

~~In the years ended~~At December 31, ~~2020, and 2019,~~2022, the Company ~~paid officer and director compensation for services~~has a balance due from MJ Harvest, Inc., with whom the Company plans to merge, of $55,666 (see Note 9). The amount is included in ~~shares of common stock in order~~advances to ~~reduce~~related party on the consolidated balance sheets. The funds were advanced to MJ Harvest, Inc. to cover operating ~~cash flow requirements. The shares were recorded at fair value at the time of issuance as compensation expense. These amounts totaled $678,870 and $761,730, respectively, in years~~expenses.

~~FS-12~~

5. Investments

~~CANNABIS SATIVA, INC.~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~For the Years Ended December 31, 2020 and 2019~~

~~ended~~

At December 31, ~~2020~~2022 and ~~2019. The amounts are included in~~2021, the ~~statements of operations in general and administrative expenses. See Note 6 regarding shares issued to related parties.~~

~~5. Investments~~

~~The~~ Company owns ~~10,000,000~~8,238,769 shares respectively, of common stock of Medical Cannabis Payment Solutions (ticker: REFG) ~~that has an original cost of $200,000.~~. At December 31, ~~2020,~~2022 and 2021, the fair value of the investment in REFG was ~~adjusted to $195,000 based~~$12,358 and $25,540, respectively. The Company recognized a loss on the ~~closing price~~change in fair value of ~~the stock on that date, which resulted in an unrealized gain on investment of $147,000~~$13,182 and $134,235 during the ~~year~~years ended December 31, 2020. At December 31, 2019, the fair value of the investment in REFG was adjusted to $48,000 based on the closing price of the stock on that date, which resulted in an unrealized loss on investment of $152,000 during the year ended December 31, 2019.2022 and 2021, respectively.

FS-14

Table of Contents

~~6. Stockholders’ Equity~~

CANNABIS SATIVA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2022 and 2021

~~Share Capital~~

~~The authorized capital of~~In 2021, the Company ~~consists of 45,000,000~~received 1,500,000 shares of ~~Common Stock with a par value of $0.001~~common stock and ~~5,000,000~~1,500,000 shares of preferred stock ~~issuable in series with such rights, preferences and conditions as the Board~~ of ~~Directors may establish.~~THC Pharmaceuticals Inc. (ticker: CBDG). The Company has designated and established the rights of Series A preferred stock (“Series A”) with a par value of $0.001. The Company is authorized to issue up to 5,000,000 shares of Series A. The holders of Series A are entitled to dividends if the Company declares a dividend on common shares, have no liquidation preference, have voting rights equal to 1 vote per share, and can be converted into one share of common at any time. ~~In the year ended December 31, 2020, a related party converted 503,681 preferred shares into 503,681 shares of common stock. No preferred~~CBDG shares were ~~converted~~received as consideration for the sale of the Company’s majority interest in iBud and GKMP in the year ended December 31, ~~2019.~~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. See Note 4. 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 December 31, 2022 and December 31, 2021 was $367,500 and $183,000 resulting in a gain (loss) of $184,500 and ($417,000) for the change in fair value during the years ended December 31, 2022 and 2021, respectively.

6. 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.

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

7. 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 years ended December 31, 2022, shares of common stock and preferred stock were issued to related and non-related parties for the purposes indicated, as follows:

Share Issuances in the Year Ended December 31, 2022

Services

Common

Preferred

Value

Related Parties

David Tobias, Officer, Director

-

458,333

$ 100,000

Brad Herr, Officer, Director

458,333

-

100,168

Robert Tankson, Director

28,646

-

6,250

Trevor Reed, Director

28,646

-

6,250

Total related party issuances

515,625

458,333

212,668

Non-related party issuances

790,617

-

171,896

Total shares for services

1,306,242

458,333

384,564

Shares issued in consideration of notes and accrued interest - related parties

7,089,255

-

1,417,851

Conversion of preferred to common (1:1)

947,764

(947,764 )

-

Conversion of preferred to common (19:1)

5,476,237

(288,223 )

-

Aggregate Totals

14,819,498

(777,654 )

$ 1,802,415

FS-15
Table of Contents
CANNABIS SATIVA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 2022 and 2021
During the year ended December 31, 2021, shares of common stock and preferred stock were issued to related and non-related parties for the purposes indicated, as follows:

Share Issuances in the Year Ended December 31, 2021

Services

Common

Preferred

Value

Related Parties

David Tobias, Officer, Director

-

310,171

$ 150,000

Brad Herr, Officer, Director

516,949

-

250,000

Robert Tankson, Director

61,236

-

29,961

Cathy Carroll, Director

203,027

112,500

Trevor Reed, Director

51,696

-

25,000

Total related party issuances

832,908

310,171

567,461

Non-related party issuances

1,883,224

-

941,746

Total shares for services

2,716,132

310,171

1,509,207

Preferred stock converted to common

622,645

(622,645 )

-

Issuance for cash

10,466

-

5,000

Shares cancelled

(55,556 )

-

(20,000 )
Aggregate Totals

3,293,687

(312,474 )

$ 1,494,207

During the year ended December 31, 2021, the Company cancelled shares that had been returned after it was determined the shares have been erroneously issued to a vendor in 2020.
During the years ended December 31, 2022 and 2021, David Tobias converted 947,764 and 622,645 shares, respectively, of preferred stock into an equal number of common stock in accordance with the terms of the preferred stock.
During the year ended December 31, 2022, two preferred shareholders agreed to convert an aggregate of 288,223 shares of preferred stock into 5,476,237 shares of common stock.The Company requested the shareholders to convert to simplify its capital structure in contemplation of a proposed merger (see Note 9). The conversion rate was determined on various factors, including recent market price of the Company’s common stock and the proposed merger. The conversion rate differed from the original conversion rate resulting in a deemed dividend to the preferred shareholders of $25,940 which is the fair value of the common stock issued less the carrying value of the preferred shares that were converted. The dividend had $nil impact on net loss per share for the year ended December 31, 2022.
Stock payable at December 31, 2022 consists of 1,306,302 preferred shares and 1,469,590 common shares 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. An additional 2,393,873 common shares were owed to various non-related vendors at December 31, 2022 valued at $205,656 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

2017 Stock Plan

On July 28, 2017, the Company adopted the Cannabis Sativa 2017 Stock Plan which authorized the Company to utilize common stock to compensate employees, officers, directors, and independent contractors for services provided to the Company. The Company authorized up to 3,000,000 shares of common stock to be issued pursuant to the 2017 Stock Plan. At December 31, ~~2020, the Company was authorized to issue up to 55,657 additional~~2021, no shares were available for further issuance under ~~the 2017 Stock Plan.~~this plan.

FS-16

Table of Contents

CANNABIS SATIVA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2022 and 2021

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 ~~board of director~~ 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 by resolution. No~~2021. At December 31, 2022, 44,425 shares were ~~issued under the 2020 Stock Plan in the year ended~~available for future issuance.

Warrants

At December 31, ~~2020.~~

~~FS-13~~

~~CANNABIS SATIVA, INC.~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~For the Years Ended December 31, 2020 and 2019~~

~~Warrants~~

~~Transactions in~~2022 and 2021, the Company has outstanding warrants to purchase 50,000 shares and 175,000 shares, respectively of the Company’s common ~~stock purchase warrants for the years ended~~stock. As of December 31, ~~2020 and 2019 are as follows:~~

Number of
Warrants

Exercise
Prices
Balance December 31, 2018

49,900

$2.00
Issued

125,000

0.80
Balance December 31, 2019

174,900

$0.80 -$2.00
Issued

50,000

2.00
Expired

(49,900)

(2.00)
Balance December 31, 2020

175,000

$0.80 -$2.00

~~These~~2022, the warrants ~~expire as follows:~~

Shares
Exercise Price
Expiration Date
125,000
$0.80
November 2022
50,000
2.00
July and August 2023
175,000

~~Securities Issuances~~

~~During the years ended December 31, 2020 and 2019, shares of common stock and preferred stock were issued to related and non-related parties as follows:~~

~~Year ended December 31, 2020~~

	~~Services~~			~~Other Activity~~			~~Total~~
~~Shares issued for stock payable~~	~~Common~~	~~Preferred~~	~~Value~~	~~Common~~	~~Preferred~~	~~Value~~	~~Common~~	~~Preferred~~	~~Value~~
~~Related party issuance~~	`521,411`	`223,214`	`$431,201`	`-`	`-`	`$-`	~~521,411~~	`223,214`	`$431,201`
~~Non-related party issuance~~	`441,827`	`-`	`209,484`	`-`	`-`	`-`	~~441,827~~	`-`	`209,484`
~~Total shares for stock payable~~	`963,238`	`223,214`	`$640,685`	`-`	`-`	`$-`	~~963,238~~	`223,214`	`$640,685`

~~Conversion of preferred stock~~	`-`	`-`	`$-`	`503,681`	`(503,681)`	`$-`	~~503,681~~	`(503,681)`	`$-`

~~Services~~
~~Related party issuances~~
~~David Tobias, Officer, Director~~	`-`	`348,746`	`$175,964`	`-`	`-`	`$-`	-	`348,746`	`$175,964`
~~Brad Herr, Officer, Director~~	`498,878`	`-`	`250,201`	`-`	`-`	`-`	~~498,878~~	`-`	`250,201`
~~Robert Tankson, Director~~	`127,570`	`-`	`62,661`	`-`	`-`	`-`	~~127,570~~	`-`	`62,661`
~~Cathy Carroll, Director~~	`348,746`	`-`	`175,964`	`-`	`-`	`-`	~~348,746~~	`-`	`175,964`
~~Trevor Reed, Director~~	`58,125`	`-`	`29,328`	`-`	`-`	`-`	~~58,125~~	`-`	`29,328`
~~Keith Hyatt, President GKMP~~	`278,237`	`-`	`140,237`	`-`	`-`	`-`	~~278,237~~	`-`	`140,237`
~~Kyle Powers, CEO PrestoCorp~~	`92,593`	`-`	`44,444`	`-`	`-`	`-`	~~92,593~~	`-`	`44,444`
~~Total related party issuances~~	`1,404,149`	`348,746`	`878,799`	`-`	`-`	`-`	~~1,404,149~~	`348,746`	`878,799`
~~Non-related party issuances~~	`2,207,911`	`-`	`1,177,794`	`-`	`-`	`-`	~~2,207,911~~	`-`	`1,177,794`
~~Total shares for services~~	`3,612,060`	`348,746`	`$2,056,593`	`-`	`-`	`$-`	~~3,612,060~~	`348,746`	`$2,056,593`
~~Issuance for cash~~	`-`	`-`	`$-`	`50,000`	`-`	`$25,000`	~~50,000~~	`-`	`$25,000`
~~Issuance for acquisition~~	`-`	`-`	`$-`	`100,000`	`-`	`$109,000`	~~100,000~~	`-`	`$109,000`

~~Aggregate totals~~	`4,575,298`	`571,960`	`$2,697,278`	`603,681`	`-`	`$109,000`	~~5,228,979~~	`68,279`	`$2,831,278`

~~FS-14~~

~~CANNABIS SATIVA, INC.~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~For the Years Ended December 31, 2020 and 2019~~

~~Year ended December 31, 2019~~
	~~Services~~			~~Other Activity~~			~~Total~~
~~Shares issued for stock payable~~	~~Common~~	~~Preferred~~	~~Value~~	~~Common~~	~~Preferred~~	~~Value~~	~~Common~~	~~Preferred~~	~~Value~~
~~Related party issuances~~	`85,681`	`39,391`	`$340,080`	`-`	`-`	`$-`	~~85,681~~	`39,391`	`$340,080`
~~Non-related party issuances~~	`41,380`	`-`	`114,216`	`-`	`-`	`-`	~~41,380~~	`-`	`114,216`
~~Total shares for stock payable~~	`127,061`	`39,391`	`$454,296`	`-`	`-`	`$-`	~~127,061~~	`39,391`	`$454,296`

~~Services~~
~~Related Party issuances~~
~~David Tobias, Officer, Director~~	`-`	`223,014`	`$308,732`	`-`	`-`	`$-`	-	`223,014`	`$308,732`
~~Donald Lundbom, CFO~~	`178,659`	`-`	`247,330`	`-`	`-`	`-`	~~178,659~~	`-`	`247,330`
~~Stephen Downing, Director~~	`28,910`	`-`	`40,023`	`-`	`-`	`-`	~~28,910~~	`-`	`40,023`
~~Cathy Carroll, Director~~	`57,819`	`-`	`80,043`	`-`	`-`	`-`	~~57,819~~	`-`	`80,043`
~~Trevor Reed, Director~~	`23,127`	`-`	`32,015`	`-`	`-`	`-`	~~23,127~~	`-`	`32,015`
~~Deborah Goldsberry, Director~~	`12,016`	`-`	`21,572`	`-`	`-`	`-`	~~12,016~~	`-`	`21,572`
~~Michael Gravel, Director~~	`23,127`	`-`	`32,015`	`-`	`-`	`-`	~~23,127~~	`-`	`32,015`
~~Total related party issuances~~	`323,658`	`223,014`	`$761,730`	`-`	`-`	`$-`	~~323,658~~	`223,014`	`$761,730`
~~Non-related party issuances~~	`402,279`	`-`	`$597,613`	`125,000`	`-`	`$50,000`	~~527,279~~	`-`	`$647,613`
~~Total shares for services~~	`725,937`	`223,014`	`$1,359,343`	`125,000`	`-`	`$50,000`	~~850,937~~	`223,014`	`$1,409,343`

~~Shares cancelled~~	`-`	`-`	`$-`	`(70,000)`	`-`	`$-`	~~(70,000)~~	`-`	`$-`

~~Aggregate totals~~	`852,998`	`262,405`	`$1,813,639`	`55,000`	`-`	`$50,000`	~~907,998~~	`262,405`	`$1,863,639`

~~7. Acquisition of GK Manufacturing and Packaging, Inc.~~

In the year ended December 31, 2020, the Company acquired assets and established GK Manufacturing and Packaging, Inc. (“GKMP”) to conduct contract manufacturing operations for customers seeking to obtain CBD infused products, including salves, tinctures, edibles, and other products containing CBD. In connection with the acquisition, the Company issued two key individualshave an ~~aggregate of 100,000 shares of common stock with a fair value of $109,000 for a 51% interest in GKMP. Allocation of the acquisition price to the assets acquired was as followed:~~

~~Asset fair value on acquisition date~~
~~Inventories~~	`$47,987`
~~Packaging line and other manufacturing equipment~~	`164,488`
~~Lease deposit~~	`1,250`
~~Net Assets acquired~~	`$213,725`


~~CBDS at 51% (fair value of common shares issued)~~	`$109,000`
~~NCI at 49%~~	`104,725`
	`$213,725`

~~The 49% non-controlling interest is considered a related party to the Company because the non-controlling interest is owned, in part, by the president of GKMP.~~

~~Employment Agreements.~~ Upon completion of the acquisition of assets for GKMP, GKMP entered into employment agreements with the two key individuals. The employment agreements are terminable at any time with or without cause, but in the event of termination without cause, the salary will continue for six months. Salary for the president of GKMP is set at $65,000 per annum and salary for the Vice President – Sales and Marketing is set at $50,000 per annum. The agreements also provide the individuals with expense reimbursements and other employee benefits comparable to those being offered to the other employees of the Company. Currently, GKMP has not established any other employee benefit programs.

~~Contingent Consideration.~~ In connection with the GKMP asset acquisition, the Company agreed to pay additional consideration to the two key individuals employed by GKMP upon achievement of certain performance goals. If GKMP net revenues exceed $3,000,000 and net income exceeds 25% of net revenues in the year ended December 31, 2020, an additional $1,000,000 in consideration would be due to the key individuals. If GKMP net revenues exceed $6,000,000 and net income exceeds 25% of net revenues in the year ended December 31, 2020, an additional $500,000

~~FS-15~~

~~CANNABIS SATIVA, INC.~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~For the Years Ended December 31, 2020 and 2019~~

~~in consideration would be due to the key individuals ($1,500,000 in the aggregate). The additional consideration amounts, if any, would be payable in stock at the average closing~~exercise price of ~~the shares~~$2.00 and expire in ~~the five trading days prior to the date of payment.~~July and August 2023. During the year ended December 31, ~~2020, GKMP has reported net revenues of approximately $95,000; thus no additional consideration will be paid under this provision.~~

~~Working Capital Obligation.~~ In connection with the GKMP asset acquisition, the Company agreed to provide up to an additional $500,000 in working capital to GKMP. These amounts are recorded as investment in GKMP by CBDS and as equity on the books of GKMP and are eliminated in the consolidation. Due to the ownership structure of GKMP, 49%2022, warrants activity consisted of the ~~working capital payments from the Company to GKMP benefit the holders of the non-controlling interest. The full amount of the working capital commitment to GKMP~~following: warrants issued – none (2021: none), warrants exercised – none (2021: none), warrants expired – 125,000 (2021: none). There was ~~funded~~no activity in warrants during the year ended December 31, ~~2020.~~2021.

8. ~~Business Segments~~Commitments and ~~Revenues~~Contingencies

The Company is currently organized and managed in two segments which represent our operating units: PrestoCorp and GKMP. PrestoCorp is a telehealth business and GKMP is a contract manufacturing business. General corporate activities not associated with these segments are presented as “other.” Other income (expense) items are considered general corporate items and are not allocated to our segments.

~~Property and equipment, net~~	~~December 31,~~ ~~2020~~	~~December 31,~~ ~~2019~~
~~PrestoCorp~~	`$3,148`	`2,815`
~~GKMP~~	`193,616`	`-`
~~Other~~	`2,356`	`3,625`
~~Total~~	`$199,120`	`$6,440`

~~Capital expenditures~~	~~For the Years Ended~~
	~~December 31,~~ ~~2020~~	~~December 31,~~ ~~2019~~
~~PrestoCorp~~	`$2,662`	`$2,369`
~~GKMP~~	`55,882`	`-`
~~Other~~	`-`	`-`
~~Total~~	`$58,544`	`$-`

~~FS-16~~

~~CANNABIS SATIVA, INC.~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~For the Years Ended December 31, 2020 and 2019~~

~~Financial information for each operating segment is as follows:~~

Years ended December 31,

2020

2019
PrestoCorp

Revenue

$1,940,154

$1,157,437
Cost of revenue

740,645

462,940
Gross profit

1,199,509

694,497
Depreciation and amortization

$55,911

$79,391

GKMP

Revenue

94,552

-
Cost of revenue

152,837

-
Gross profit

(58,285)

-
Depreciation and amortization

$26,754

$-

Other

Revenue

577

2,300
Depreciation and amortization

$152,959

$482,043

Total

Revenue

2,035,283

1,159,737
Cost of revenue

893,482

462,940
Gross profit

$1,141,801

$696,797
Depreciation and amortization

$235,624

$561,434

~~Revenues from major customers by operating unit are as follows:~~

Customer Concentrations

Year ended December 31,

2020

2019
PrestoCorp

Total PrestoCorp concentrations

$-

$-
% of PrestoCorp revenues

0%

0%
GKMP

Customer A

$8,257

$-
Customer B

19,670

-
Total GKMP concentrations

$27,927

$-
% of GKMP revenues

30%

0%

~~9. Commitments and Contingencies~~Leases.

~~Leases.~~ The Company renewed a lease in Mesquite, Nevada in November 2019 on a month to month basis at a cost of $600 per month. The Company terminated the lease at the end of February 2020 and now operates out of a virtual office maintained by our Chief Executive Officer.

PrestoCorp ~~leases~~leased office space through WeWork in New York ~~for $2,444 per month~~ on a ~~month to month arrangement. Until February 2019,~~month-to-month basis which ended in April 2022. On April 12, 2022, PrestoCorp ~~also leased space in San Francisco for $2,800 per month. PrestoCorp terminated its~~signed a new lease ~~and closed its office in San Francisco as of the end of February 2019. Primary operations for PrestoCorp are now based~~ in New York ~~City.~~ 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 January 1, 2023 to December 31, 2023	$	31,080
From January 1, 2024 to April 30, 2024		10,360
Subtotal		41,440
Less imputed interest		(2,472	)
Net lease liability		38,968
Current Portion		(28,736	)
Long-term portion	$	10,232

Rent expense for the years ended December 31, ~~2020~~2022 and ~~2019~~2021 was ~~$38,458~~$40,720 and ~~$29,950,~~$36,922, respectively.

GKMP leases a commercial printer and a bottle filling line, both of which are used in its manufacturing and packaging operations. The Company assumed the printer lease as part of the acquisition of GKMP’s assets (see Note 6). The

~~FS-17~~

~~CANNABIS SATIVA, INC.~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~For the Years Ended December 31, 2020 and 2019~~

bottle filler was leased by GKMP commencing on April 1, 2020. The contracts for both these leases are required to be accounted for as a right to use assets with a related operating lease liability. To calculate the right of use asset and related liability, the Company utilized a 10% incremental borrowing rate to discount the future rent payments over the remaining lease terms. For the year ended December 31, 2020, the Company recognized $22,527 in manufacturing equipment lease expense which is included in cost of good sold in the consolidated statements of operations. No manufacturing equipment lease expense was recognized in the year ended December 31, 2019.Litigation.

At December 31, 2020, the remaining lease term is 30 months on the printer and 15 months on the bottle filling line. The lessors hold deposits of $1,250 on the printer lease and $8,000 on the bottle filling line. Future minimum lease payments over the remaining term are as follows:

~~From January 1, 2021 to December 31, 2021~~	`$ 36,022`
~~From January 1, 2021 to December 31, 2022~~	`14,473`
~~From January 1, 2022 to December 31, 2023~~	`4,095`
~~Total~~	`54,590`
~~Less imputed interest~~	`(7,278)`
~~Net lease liability~~	`47,312`
~~Current portion~~	`(31,891)`
~~Long term~~	`$ 15,421`

~~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 December 31, 2020, one claim was pending or threatened relating to general business disputes and accounts payable for services. Management believes the outcome of currently pending claim is not likely to have a material effect on our consolidated financial position and results of operations.2022, no claims are outstanding.

~~Shares in Escrow.~~ ~~At December 31, 2020 and 2019,~~9. Proposed Merger with MJ Harvest, Inc.

On August 8, 2022, the Company ~~had 419,475 shares of common stock in escrow as part of the acquisition of PrestoCorp. These shares were issuable in certain circumstances~~entered into a Merger Agreement (the “Merger Agreement”) with MJ Harvest, Inc. (“MJHI”). Pursuant to the ~~principals of PrestoCorp based on performance of~~Merger Agreement, MJHI will merge with and into the ~~PrestoCorp business in 2020~~Company and ~~2021. The escrow account originally contained 629,213 shares of common stock but 209,738 shares were cancelled in 2018 when~~ the ~~performance requirements for that tranche of shares were not met. The escrowed shares are not counted~~Company will be the surviving corporation in the ~~outstanding stock~~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 ~~considered compensation to~~completed early in the ~~principals if and when issued.~~second quarter of calendar year 2023. The escrow account also includes an additional 500 shares of PrestoCorp common stock which is distributable either back to the principals of PrestoCorp or to the Company, also depending on certain minimum performance requirements which extend into 2021. If allterms of the ~~PrestoCorp shares~~Merger Agreement are ~~ultimately distributed to the Company, the shares would have the effect of increasing the Company’s ownership of PrestoCorp to 61% from the current level of 51%.~~summarized below:

In August 2020, the Company entered into discussions with the principals of PrestoCorp regarding the escrowed shares and various compensation matters relating to their work for the Company through the date of the discussions. In December, the Company received a demand letter from the PrestoCorp principals’ attorney demanding release of all escrowed shares to them and demanding additional compensation. The Company denied the initial demand and has continued its discussions with the principals. In January 2021, the Company released a tranche of 209,738 escrowed shares to the PrestoCorp principals to show good faith in the ongoing negotiations. The parties are continuing to evaluate the others respective positions and management believes that the disagreements over performance, compensation and escrowed shares will be amicably resolved in 2021. No contingent liability has been established for this disagreement and it is management’s intention to address the PrestoCorp principals’ issues so they can continue to focus their attention on their ongoing business responsibilities. Management does not believe that this matter will have a material impact on the financial statements or the results of operations even if the matter requires a more formal dispute resolution process, and the PrestoCorp principals prevail on their claims.

~~FS-18~~

	·	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.

FS-17

Table of Contents

CANNABIS SATIVA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, ~~2020~~2022 and ~~2019~~2021

	·	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.

~~10. COVID- 19:~~

The outbreak of COVID-19, the coronavirus, has grown both in the United States and globally, and related government and private sector responsive actions have adversely affected the Company’s business operations. The World Health Organization has declared Covid-19 to be a global pandemic, resulting in an economic downturn and changes in global economic policy that will reduce demand for the Company’s products and may have an adverse impact on the Company’s business, operating results and financial condition.

~~11.~~10. Income Taxes

The Company did not recognize a tax provision or benefit for the years ended December 31, ~~2020~~2022 and ~~2019~~2021 due to ongoing net losses and a valuation allowance. At December 31, ~~2020~~2022 and ~~2019,~~2021, the Company had net deferred tax assets which will not be realized and are fully reserved by valuation allowances.

At December 31, ~~2020~~2022 and ~~2019,~~2021, the Company had net deferred tax assets principally arising from net operating loss ~~carryforwards~~carryforward for income tax purposes and differences in the carrying values of goodwill and intangibles between the Company’s financial statements and its income tax returns. As management of the Company cannot determine that it is more likely than not that the Company will realize the benefit of the deferred tax assets, a valuation allowance equal to 100% of the net deferred tax asset exists at December 31, ~~2020~~2022 and ~~2019.~~2021.

The components of the Company’s net deferred tax assets at December 31, ~~2020~~2022 and 2021 are as follows:

	2020	2019	2022			2021
Deferred tax asset:
Net operating loss carryforwards	`$3,424,000`	`$2,990,000`	$	3,981,000		$	3,700,000
Goodwill and intangibles	`998,000`	`955,000`
Intangibles and goodwill				1,036,000			1,034,000
Investments				66,000			82,000
Other	`33,000`	`1,000`		(3,000	)		45,000
Total deferred tax assets	`4,455,000`	`3,946,000`		5,080,000			4,861,000
Valuation allowance	`(4,455,000)`	`(3,946,000)`		(5,080,000	)		(4,861,000	)
Net deferred tax assets	`$-`	`$-`	$	-		$	-

At December 31, ~~2020~~2022, the Company had net operating loss carry forwards of approximately ~~$16,100,000~~$19,000,000 for federal and state purposes, $10,000,000 of which expire between ~~2021~~2023 through ~~2037.~~2040. The remaining balance of ~~$6,100,000~~$9,000,000 will never expire but utilization is limited to 80% of taxable income in any future year.

The reconciliation of the ~~statutory~~ federal income tax rate ~~of 21%~~ and the Company’s tax provision (benefit) at December 31, ~~2020~~2022 is as follows:

2020

2019
Net loss

$(2,458,544)

$(4,006,713)
Less non-controlling interests net loss

285,352

70,327
Net loss attributable to CBDS

(2,173,192)

(3,936,386)

Provision (benefit) computed using the statutory rate

$(456,000)

$(827,000)
Non-deductible items

4,000

92,000
Change in estimate

(57,000)

-
Change in valuation allowance

509,000

735,000
Total income tax provision (benefit)

$-

$-

	2022			2021
Provision (benefit) computed using the statutory rate:	$	(247,000	)	$	(562,000	)
Permanent differences		10,000			48,000
Change in estimate		18,000			(4,000	)
Change in valuation allowance		219,000			518,000
Total income tax provision (benefit)	$	-		$	-

The Company has analyzed its filing positions in all jurisdictions where it is required to file income tax returns and found no positions that would require a liability for uncertain income tax benefits to be recognized. The Company is subject to possible tax examinations for the fiscal years ~~2017~~2019 through ~~2020.~~2022. Prior year tax attributes could be adjusted by taxing authorities. If applicable, the Company will deduct interest and penalties as interest expense on the financial statements.

~~FS-19~~

~~CANNABIS SATIVA, INC.~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~For the Years Ended December 31, 2020 and 2019~~

~~12.~~11. Subsequent ~~Events~~Event

~~Subsequent to year end,~~On March 22, 2023, the Company ~~has~~issued an aggregate of 2,450,000 restricted shares of common stock of the Company to two persons who are officers of a subsidiary of the Company. The issued shares were bonus shares awarded to ~~contractors for services in~~ the ~~quarter ending March 31, 2021. An aggregate total of 669,264 shares common shares and 73,530 shares were issued. All of the shares were issued as compensation for services rendered~~individuals in the first quarter of ~~2021 with an aggregate~~2023 and had a fair value of ~~$378,825.~~$88,200.

FS-18

~~On March 5, 2021, The Company sold 10,466 shares of common stock pursuant to private placement at an offering price of $0.46 per share for aggregate proceeds of $4,814.~~

IN the period from January 1, 2021 through April 1, 2021, David Tobias, Chief Executive Officer of the Company, converted 167,966 shares of preferred stock into 167,966 shares of common stock in accordance with the conversion feature included in the preferred shares.

~~FS-20~~

Nevada	20-~~189~~8~~270~~	20-1898270
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

450 Hillside Dr., #A224,, Mesquite, NV 89027	~~8902~~7	89024
(Address of principal executive offices)		(Zip Code)

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

			PAGE
PART I
	~~PART I~~
Item 1.	Business		4
Item 1A.	Risk Factors		11
Item 1B.	Unresolved Staff Comments		11
Item 3.	Legal Proceedings		11
Item 4.	Mine Safety Disclosures		11

~~Item 1.~~	~~Business~~	4
~~Item 1A.~~				~~Risk Factors~~PART II	13
~~Item 1B.~~	~~Unresolved Staff Comments~~	13
~~Item 3.~~	~~Legal Proceedings~~	13
~~Item 4.~~	~~Mine Safety Disclosures~~	13
			12
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		~~PART II~~12
Item 6.	Selected Financial Data		13
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		13
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		15
Item 8.	Financial Statements and Supplementary Data		15
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		15
Item 9A.	Controls and Procedures		15
Item 9B.	Other Information		16

~~Item 5.~~	~~Market for Registrant’s Common Equity, Related Stockholder Matters~~	13
	~~and Issuer Purchases of Equity Securities~~
~~Item 6.~~				~~Selected Financial Data~~PART III	14
~~Item 7.~~	~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~	14
~~Item 7A.~~	~~Quantitative and Qualitative Disclosures About Market Risk~~	16
~~Item 8.~~	~~Financial Statements and Supplementary Data~~	16
~~Item 9.~~	~~Changes in and Disagreements with Accountants on Accounting and Financial Disclosure~~	17
~~Item 9A.~~	~~Controls and Procedures~~	17
~~Item 9B.~~	~~Other Information~~	18

	~~PART III~~17
Item 10.
~~Item 10.~~	Directors, Executive Officers and Corporate Governance		19
~~Item 11.~~	~~Executive Compensation~~	22
Item ~~12.~~11.	Executive Compensation		20
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	23	21
Item 13.	Certain Relationships and Related Transactions, and Director Independence	24	21
Item 14.	Principal Accounting Fees and Services	24	21
Item 15.	Exhibits, Financial Statement Schedules	25	22
	~~SIGNATURES~~	26
	SIGNATURES		23

`·`~~Proprietary Cannabis Strain~~. The Company owns a patented cannabis sativa plant strain known as Ecuadorian Sativa or "CTA". The Company intends to further research the CTA strain and to ultimately monetize this intellectual property through licensing agreements in conjunction with state medical marijuana laws as well as establish business relationships with scientific research organizations to develop agricultural biologic applications based upon specific plant strain research and development methodologies.	·	Lozenges, utilizing our proprietary formula, offer rapid relief of throat irritation. Based upon preliminary results, our lozenges generally take effect within a period of five to 15 minutes. In addition to the lozenges, we have other forms of edibles under consideration.

	·	Recover Deep Penetrating Healing Balm is a fast-acting organic anti-inflammatory pain reliever for sore muscles, joints, arthritic and back pain.

	·	Trauma Cream was developed with a blended infusion of cannabinoids and THC, including Arnica for its numbing effect.

	·	Face Garden is an antioxidant, moisturizing cream for the face. Face Garden is thought to firm the skin and reduce puffiness and wrinkles, while restoring the skins natural glow and supple appearance.

	·	Body Garden is a moisturizing body lotion designed to relieve itchy dry skin and protect against sun damage.

	·	Lip Garden is an emollient balm that we believe can assist with healing of the lips while keeping them supple and moist.

	·	Branded Clothing and Merchandise. We also intend to offer Wild Earth Naturals and “hi” branded men’s and women’s fashion tee shirts and sweatshirts from suppliers, as well as caps and coffee mugs through the Company’s www.wildearthnaturals.com website.

	Years Ended
	A			B			A-B
	December 31, 2022			December 31, 2021			Change			Change %
REVENUE	$	1,558,752		$	1,841,558		$	(282,806	)		-15	%
Cost of revenues		597,842			699,378			(101,536	)		-15	%
Cost of sales % of total sales		38	%		38	%		0	%
Gross profit		960,910			1,142,180			(181,270	)		-16	%
Gross profit % of sales		62	%		62	%		0	%
OPERATING EXPENSES
Professional fees		488,248			581,660			(93,412	)		-16	%
Depreciation and amortization		162,136			171,163			(9,027	)		-5	%
Wages and salaries		759,054			711,872			47,182			7	%
Advertising		38,471			344,904			(306,433	)		-89	%
General and administrative		828,071			1,078,204			(250,133	)		-23	%
Total operating expenses		2,275,980			2,887,803			(611,823	)		-21	%
NET LOSS FROM CONTINUING OPERATIONS		(1,315,070	)		(1,745,623	)		430,553			25	%

Large accelerated filero	☐	Accelerated filero	☐
Non-accelerated ~~filer~~ oFiler	☐	Smaller reporting companyx	☒
		Emerging growth companyx	☒

	~~Years Ended~~
	A	B		~~A-B~~
~~PRESTOCORP~~	~~December 31,~~ ~~2020~~	~~December 31,~~ ~~2019~~	~~Change~~	~~Change %~~
~~REVENUE~~	`$1,940,154`	`$1,157,437`	`$782,717`	`68%`
~~Cost of Sales~~	`740,645`	`462,940`	`277,705`	`60%`
~~Cost of sales % of total sales~~	`38%`	`40%`	`-2%`
~~Gross Profit~~	`1,199,509`	`694,497`	`505,012`	`73%`
~~Gross profit % of sales~~	`62%`	`60%`	`2%`

Name	Age	Incumbency	Positions Held	Age	Incumbency	Positions Held
Catherine Carroll	80	2014	Treasurer, Director	82	2013	Treasurer, Director
Brad E. Herr	66	2020	CFO, Director
Trevor Reed	57	2016	Director	59	2017	Director
Robert N. Tankson III	34	2020	Director	36	2020	Director
David Tobias	70	2014	CEO, Secretary and Director	72	(1)	CEO, CFO, Secretary and Director

`1.`the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; `2.`~~convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);~~ `3.`subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or `4.`~~found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law.~~	1.	the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
	2.	convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
	3.	subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
	4.	found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law.

Name and Position	Year	Salary ($)		Stock Awards		Total ($)
David Tobias, CEO, President, Sec., Director	2022	$	--	$	80,000	$	80,000
	2021	$	--	$	150,000	$	150,000
Brad E. Herr, CFO, Director	2022	$	25,000	$	80,000	$	105,000
	2021	$	--	$	250,000	$	250,000
Catherine Carroll, Treasurer, Director (1)	2022	$	--	$	0	$	0
	2021	$	--	$	112,500	$	112,500

~~Name and Position~~1.	~~Year~~	~~Salary ($)~~	~~Stock Awards~~	~~Total ($)~~
	~~2019~~	$—	`$428,572`	`$428,572`
~~David Tobias, President, Sec., Director~~	~~2020~~	$—	`$175,964`	`$175,964`
	~~2019~~	$—	`$--`	`$--`
~~Brad E. Herr, CFO, Director~~	~~2020~~	$—	`$250,201`	`$250,201`
	~~2019~~	$—	`$111,112`	`$111,112`
Catherine Carroll serves as Treasurer and Director ~~(1)~~	~~2020~~	$—	`$175,964`	`$175,964`of the Company and maintains the accounting records for the Company.
	~~2019~~	$—	`$343,332`	`$343,332`
~~Donald J. Lundbom, CFO, CAO (2)~~	~~2020~~	$—	`$--`	`$--`

Name and Address of Beneficial Owner	Amount of Direct Ownership		Amount of Indirect Ownership		Total Beneficial		Amount of Direct Ownership				Amount of Indirect Ownership				Total Beneficial
Principal Stockholders	Common	Preferred	Common	Preferred	Ownership	Percentage	Common		Preferred		Common		Preferred		Ownership		Percentage
Sadia Barrameda (1)	661,046	-	2,404,654	151,884	3,217,584	10.9%		1,561,986		-		4,753,967		-		6,315,953		13.9	%
New Compendium Corp. (2)	2,404,654	151,884	661,046	-	3,217,584	10.9%		4,753,967		-		1,561,986		-		6,315,953		13.9	%
David Tobias	3,104,300	707,469	-	-	3,811,769	12.9%		8,980,008		-		35,000		-		9,015,008		19,8	%

Officers and Directors
David Tobias	3,104,300	707,469	-	-	3,811,769	12.9%
Catherine Carroll (3)	575,802	-	136,068	-	711,870	2.4%
Brad E. Herr (4)	-	-	285,885	-	285,885	1.0%
David Tobias (3)								8,980,008		-		35,000		-		9,015,008		19.8	%
Catherine Carroll (4)								1,115,639		-		136,068		-		1,251,707		2.7	%
Trevor Reed	147,443	-	-	-	147,443	0.5%		215,530		-		-		-		215,530		0.5	%
Robert Tankson	84,220	-	-	-	84,220	0.3%		77,951		-		-		-		77,951		0.2	%
All Officers and Directors as a Group	3,911,765	707,469	421,953	-	5,041,187	17.1%		10,389,128		-		171,068		-		10,560,196		23.2	%

Exhibit Number	SEC Reference Number	Title of Document	Location

2.1	2	Agreement and Plan of Reorganization among Ultra Sun Corporation, Ultra Merger Corp. and Wild Earth Naturals, Inc., dated as of July 12, 2013*	Incorporated by Reference⁽¹⁾
2.2	2	Articles of Merger among Ultra Merger Corp. and Wild Earth Naturals dated as of July 12, 2013	Incorporated by Reference⁽¹⁾
2.3	2	Plan of Merger among Ultra Merger Corp. and Wild Earth Naturals dated as of July 12, 2013	Incorporated by Reference⁽¹⁾
3.1	3	Articles of Incorporation	Incorporated by Reference⁽²⁾
3.2	3	Bylaws	Incorporated by Reference⁽²⁾
10.1	10	Consulting Agreement dated July 12, 2013 between Ultra Sun Corporation and Neil Blosch	Incorporated by Reference⁽¹⁾
10.2	10	Form of Convertible Promissory Notes dated as of April 22, 2013 and Schedule of Notes Beneficially Owned by Officers, Directors and Principal Stockholders as of July 15, 2013	Incorporated by Reference⁽¹⁾
10.3	10	Offer for Purchase and Sale of Business and Assets Between LST Utah, LLC and the Registrant dated August 23, 2013 and related agreements	Incorporated by Reference⁽³⁾
10.4	10	Noncompetition Agreement among the Registrant, David Tobias and LST Utah, LLC dated as of September 27, 2013.	Incorporated by Reference⁽³⁾
Exhibit Number	SEC Reference Number	Title of Document	Location
31.1	31	Section 302 Certification of Chief Executive Officer	This Filing
31.2	31	Section 302 Certification of Chief Financial Officer	This Filing
32.1	32	Section 1350 Certification of Chief Executive Officer	This Filing
32.2	32	Section 1350 Certification of Chief Financial Officer	This Filing
101.INS⁽⁴⁾		XBRL Instance Document
101.SCH⁽⁴⁾		XBRL Taxonomy Extension Schema
101.CAL⁽⁴⁾		XBRL Taxonomy Extension Calculation Linkbase
101.DEF⁽⁴⁾		XBRL Taxonomy Extension Definition Linkbase
101.LAB⁽⁴⁾		XBRL Taxonomy Extension Label Linkbase
101.PRE⁽⁴⁾		XBRL Taxonomy Extension Presentation Linkbase

Exhibit Number	SEC Reference Number	Title of Document	Location
2.1	2	Agreement and Plan of Reorganization among Ultra Sun Corporation, Ultra Merger Corp. and Wild Earth Naturals, Inc., dated as of July 12, 2013*	Incorporated by Reference⁽¹⁾
2.2	2	Articles of Merger among Ultra Merger Corp. and Wild Earth Naturals dated as of July 12, 2013	Incorporated by Reference⁽¹⁾
2.3	2	Plan of Merger among Ultra Merger Corp. and Wild Earth Naturals dated as of July 12, 2013	Incorporated by Reference⁽¹⁾
3.1	3	Articles of Incorporation	Incorporated by Reference⁽²⁾
3.2	3	Bylaws	Incorporated by Reference⁽²⁾
10.1	10	Consulting Agreement dated July 12, 2013 between Ultra Sun Corporation and Neil Blosch	Incorporated by Reference⁽¹⁾
10.2	10	Form of Convertible Promissory Notes dated as of April 22, 2013 and Schedule of Notes Beneficially Owned by Officers, Directors and Principal Stockholders as of July 15, 2013	Incorporated by Reference⁽¹⁾
10.3	10	Offer for Purchase and Sale of Business and Assets Between LST Utah, LLC and the Registrant dated August 23, 2013 and related agreements	Incorporated by Reference⁽³⁾
10.4	10	Noncompetition Agreement among the Registrant, David Tobias and LST Utah, LLC dated as of September 27, 2013.	Incorporated by Reference⁽³⁾

^*	The exhibits and schedules to the Agreement and Plan of Reorganization are not included in the foregoing exhibit. The Registrant undertakes to furnish the Commission with supplemental copies of any omitted items on request.
⁽¹⁾	Incorporated by reference to the Company’s current report on Form 8-K report filed July 18, 2013.
⁽²⁾	Incorporated by reference to Exhibits 3(i) and 3(ii) of the Company’ s registration statement on Form 10-12G, filed with the SEC on January 28, 2009.
⁽³⁾	Incorporated by reference to the Company’s current report on Form 8-K filed October 25, 2013.
⁽⁴⁾	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. These documents will be filed ~~July 18, 2013.~~ `⁽²⁾`~~Incorporated by reference to Exhibits 3(i) and 3(ii) of the Company’ s registration statement on Form 10-12G, filed with the SEC on January 28, 2009.~~ `⁽³⁾`~~Incorporated by reference to the Company’s current report on Form 8-K filed October 25, 2013.~~ `⁽⁴⁾`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. These files will be added by amendment.
(5)	Attached to the original Form 10-K filed with the Securities and Exchange Commission on April 18, 2023.

	Cannabis Sativa, Inc.
	(Registrant)

Dated: April ~~16, 2021~~20, 2023	By:	/s/ David Tobias
		~~David Tobias~~
		David Tobias	~~Chief Executive Officer and Director~~
		Chief Executive Officer, Chief Financial Officer and Director
		(Principal Executive Officer and Principal Financial Officer)

	~~Page~~
~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~	~~FS-1~~Page

FINANCIAL STATEMENTS – for the years ended December 31, ~~2020~~2022 and ~~2019:~~2021:

Consolidated balance sheets	~~FS - 2~~
~~Consolidated statements of operations~~	FS - 3

CConsolidated statements of operations		FS - 4

~~onsolidated~~Consolidated statements of changes in stockholders’ equity	~~FS - 4~~
~~Consolidated~~ ~~statements of cash flows~~	FS - 5

Consolidated statements of cash flows		FS - 6

Notes to consolidated financial statements		FS – 67 through FS – 1918

CANNABIS SATIVA, INC.

CONSOLIDATED BALANCE SHEETS

December 31,	2022			2021
ASSETS
Current Assets
Cash	$	97,445		$	194,060
Investment in equity securities, at fair value		379,858			208,540

Total Current Assets		477,303			402,600

Advances to related party		55,666			—
Right of use asset		38,968			—
Property and equipment, net		2,709			1,974
Intangible assets, net		158,943			320,806
Goodwill		1,837,202			1,837,202

Total Assets	$	2,570,791		$	2,562,582

LIABILITIES AND STOCKHOLDERS EQUITY

Current Liabilities
Accounts payable and accrued expenses	$	164,411		$	95,031
Operating lease liability, current		28,736			—
Accrued interest - related parties		16,374			204,613
Convertible notes payable		168,500			—
Notes payable to related parties		91,700			1,218,038

Total Current Liabilities		469,721			1,517,682

Long-term liabilities
Operating lease liability, long term		10,232			—
Stock payable		418,156			—

Total Liabilities		898,109			1,517,682

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		—			778
Common stock $0.001 par value; 495,000,000 shares authorized; 45,566,363 and 30,746,865 shares issued and outstanding, respectively		45,567			30,748
Additional paid-in capital		80,939,618			79,151,240
Accumulated deficit		(80,603,069	)		(79,475,968	)

Total Cannabis Sativa, Inc. Stockholders’ Equity (Deficit)		382,116			(293,202	)

Non-Controlling Interest		1,290,566			1,338,102

Total Stockholders’ Equity		1,672,682			1,044,900

Total Liabilities and Stockholders’ Equity	$	2,570,791		$	2,562,582

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

CANNABIS SATIVA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS


For the years ended December 31,	2022			2021

Revenues	$	1,558,752		$	1,841,558

Cost of Revenues		597,842			699,378

Gross Profit		960,910			1,142,180

Operating Expenses
Professional fees		488,248			581,660
Depreciation and amortization		162,136			171,163
Wages and salaries		759,054			711,872
Advertising		38,471			344,904
General and administrative		828,071			1,078,204

Total Operating Expenses		2,275,980			2,887,803

Loss from Operations		(1,315,070	)		(1,745,623	)

Other (Income) and Expenses
Unrealized (gain) loss on investment		(171,318	)		542,442
(Gain) loss on sale of investment securities		—			(5,000	)
Interest expense		30,885			66,872

Total Other (Income) Expenses, Net		(140,433	)		604,314

Loss Before Income Taxes		(1,174,637	)		(2,349,937	)

Income Taxes		—			—

Net Loss From Continuing Operations		(1,174,637	)		(2,349,937	)

Net Income (Loss) from Discontinued Operations
Operating loss on discontinued operations		—			(234,205	)
Gain on sale of subsidiaries		—			164,736

Net Income (Loss) from Discontinued Operations		—			(69,469	)

Net Loss		(1,174,637	)		(2,419,406	)

Loss attributable to non-controlling interest - GK Manufacturing		—			(114,467	)
Loss attributable to non-controlling interest - iBudTender		—			(1,614	)
Income (loss) attributable to non-controlling interest - PrestoCorp		(47,536	)		144,304

Net Loss Attributable To Cannabis Sativa, Inc.	$	(1,127,101	)	$	(2,447,629	)

Net Loss per Common Share: Basic & Diluted
From continuing operations	$	(0.03	)	$	(0.08	)
From discontinued operations		0.00			0.00
Total	$	(0.03	)	$	(0.08	)

Weighted Average Common Shares Outstanding:
Basic & Diluted		38,068,401			29,283,393

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

CANNABIS SATIVA, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

	Preferred Stock						Common Stock						Additional Paid-In			Accumulated			Non-controlling Interest -			Non-controlling Interest -			Non-controlling Interest - GK
	Shares			Amount			Shares			Amount			Capital			Deficit			Prestocorp			iBudTender			Manufacturing			Total

Balance - January 1, 2021		1,090,128		$	1,090			27,453,178		$	27,455		$	77,660,014		$	(77,028,339	)	$	1,193,798		$	47,264		$	(263,067	)	$	1,638,215
Conversion of preferred to common		(622,645	)		(622	)		622,645			622			—			—			—			—			—			—
Cash proceeds from sale of stock		—			—			10,466			11			4,989			—			—			—			—			5,000
Shares issued for services		310,171			310			2,716,132			2,716			1,506,181			—			—			—			—			1,509,207
Cancellation of shares issued for services		—			—			(55,556	)		(56	)		(19,944	)		—			—			—			—			(20,000	)
Sale of non controlling interest		—			—			—			—			—			—			—			(45,650	)		377,534			331,884
Net income (loss)		—			—			—			—			—			(2,447,629	)		144,304			(1,614	)		(114,467	)		(2,419,406	)
Balance - December 31, 2021		777,654		$	778		$	30,746,865		$	30,748		$	79,151,240		$	(79,475,968	)	$	1,338,102		$	—		$	—		$	1,044,900

Balance - January 1, 2022		777,654		$	778			30,746,865		$	30,748		$	79,151,240		$	(79,475,968	)	$	1,338,102		$	—		$	—		$	1,044,900
Conversion of preferred to common (1:1)		(947,764	)		(948	)		947,764			948						—			—			—			—			—
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			382,804			—			—			—			—			384,568
Shares issued in consideration of notes and accrued interest payable		—			—			7,089,255			7,089			1,410,762			—			—			—			—			1,417,851
Net loss		—			—			—			—			—			(1,127,101	)		(47,536	)		—			—			(1,174,637	)

Balance - December 31, 2022		—		$	—			45,566,363		$	45,567		$	80,939,618		$	(80,603,069	)	$	1,290,566		$	—		$	—		$	1,672,682

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

CANNABIS SATIVA, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended December 31,	2022			2021

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,174,637	)	$	(2,419,406	)
Adjustments to reconcile net loss to net cash used in operating activities:
Unrealized loss (gain) on investments		(171,318	)		542,442
Gain on forgiveness of CARES Act Loan		—			(5,000	)
Gain on sale of subsidiaries		—			(164,736	)
Depreciation and amortization		162,136			188,114
Stock issued for services		384,568			1,489,207
Stock payable for services		418,156			—
Note payable issued for services		60,000			25,000
Write off of abandoned equipment		582			—
Changes in Assets and Liabilities:
Inventories		—			27,499
Prepaid consulting and other current assets		—			(11,380	)
Accounts payable and accrued expenses		69,380			20,344
Accrued interest - related parties		15,574			60,589
Customer deposits		—			1,341
Net Cash Used in Operating Activities		(235,559	)		(245,986	)

Cash Flows from Investing Activities:
Purchase of equipment		(1,590	)		—
Advances to related party		(55,666	)		—
Transferred on sale of non-controlling interest		—			(21,321	)
Proceeds from sale of subsidiaries		—			44,017
Net Cash Provided by (Used in) Investing Activities		(57,256	)		22,696

Cash Flows from Financing Activities:
Proceeds from sale of common stock		—			5,000
Proceeds from advances from related parties		—			48,083
Proceeds from related parties notes payable		44,040			42,160
Payments on related parties notes payable		(16,340	)		—
Proceeds from convertible note payable		168,500			—
Net Cash Provided by Financing Activities		196,200			95,243

NET CHANGE IN CASH		(96,615	)		(128,047	)

CASH AT BEGINNING OF YEAR		194,060			322,107

CASH AT END OF YEAR	$	97,445		$	194,060

Supplemental Disclosures of Non Cash Activities:
Noncash investing and financing activities:
Shares issued in consideration of notes and interest payable	$	1,417,851		$	—
Operating lease liability from acquiring right to use asset	$	56,595		$	—
Sale of Minority Interests Stock Received	$	—		$	600,000

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

December 31,	2020	2019
ASSETS
Current Assets
Cash	`$322,107`	`$336,107`
Accounts receivable, net	`2,495`	`4,551`
Advance for acquisition	—	`50,000`
Inventories	`56,485`	—
Investment in equity security, at fair value	`195,000`	—
Other current assets	55,199	3,999
Total Current Assets	`631,286`	394,657

Investment in equity security, at fair value	—	48,000
Property and equipment, net	`199,120`	`6,440`
Intangible assets, net	`489,946`	`695,218`
Deposits and other assets	`9,250`	—
Right to use asset	`47,312`	—
Goodwill	`1,837,202`	`1,837,202`

Total Assets	`$3,214,116`	`$2,981,517`

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued liabilities	`$179,200`	`$73,579`
Accrued interest - related parties	`144,024`	`87,979`
Advances from related parties	`18,800`	1,008,378
Notes payable to related parties	`1,161,020`	`10,142`
Customer deposits	`25,545`	—
Operating lease liability – current	`31,891`	—
Total Current Liabilities	`1,560,480`	`1,180,078`

Long-Term Liabilities
Operating lease liability - long term	`15,421`	—
Stock payable	—	`640,685`

Total Liabilities	`1,575,901`	`1,820,763`

Commitments and contingencies (Notes 7 and 8)

Stockholders' Equity:
Preferred stock $0.001 par value; 5,000,000 shares authorized; 1,090,128 and 1,021,849 issued and outstanding, respectively	`1,090`	`1,021`
Common stock $0.001 par value; 45,000,000 shares authorized; 27,453,178 and 22,224,199 shares issued and outstanding, respectively	`27,455`	`22,226`
Additional paid-in capital	`77,660,014`	`74,834,032`
Accumulated deficit	`(77,028,339)`	`(74,855,147)`

Total Cannabis Sativa, Inc. Stockholders' Equity	`660,220`	`2,132`

Non-Controlling Interests	`977,995`	`1,158,622`

Total Stockholders' Equity	`1,638,215`	`1,160,754`

Total Liabilities and Stockholders' Equity	`$3,214,116`	`$2,981,517`

	2020	2019
Furniture and Equipment	`$225,629`	`$17,414`
Leasehold Improvements	`17,315`	`2,500`
	`242,944`	`19,914`
Less: Accumulated Depreciation	`(43,824)`	`(13,474)`
Net Property and Equipment	`$199,120`	`$6,440`

	Share Issuances in the Year Ended December 31, 2022
Services	Common		Preferred			Value
Related Parties
David Tobias, Officer, Director		-		458,333		$	100,000
Brad Herr, Officer, Director		458,333		-			100,168
Robert Tankson, Director		28,646		-			6,250
Trevor Reed, Director		28,646		-			6,250
Total related party issuances		515,625		458,333			212,668
Non-related party issuances		790,617		-			171,896
Total shares for services		1,306,242		458,333			384,564
Shares issued in consideration of notes and accrued interest - related parties		7,089,255		-			1,417,851
Conversion of preferred to common (1:1)		947,764		(947,764	)		-
Conversion of preferred to common (19:1)		5,476,237		(288,223	)		-
Aggregate Totals		14,819,498		(777,654	)	$	1,802,415

	Number of Warrants	Exercise Prices
Balance December 31, 2018	49,900	$2.00
Issued	125,000	0.80
Balance December 31, 2019	174,900	$0.80 -$2.00
Issued	50,000	2.00
Expired	(49,900)	(2.00)
Balance December 31, 2020	175,000	$0.80 -$2.00

Shares	Exercise Price	Expiration Date
125,000	$0.80	November 2022
50,000	2.00	July and August 2023
175,000

	Years ended December 31,
	2020	2019
PrestoCorp
Revenue	`$1,940,154`	`$1,157,437`
Cost of revenue	`740,645`	`462,940`
Gross profit	`1,199,509`	`694,497`
Depreciation and amortization	`$55,911`	`$79,391`

GKMP
Revenue	`94,552`	`-`
Cost of revenue	`152,837`	`-`
Gross profit	`(58,285)`	`-`
Depreciation and amortization	`$26,754`	`$-`

Other
Revenue	`577`	`2,300`
Depreciation and amortization	`$152,959`	`$482,043`

Total
Revenue	`2,035,283`	`1,159,737`
Cost of revenue	`893,482`	`462,940`
Gross profit	`$1,141,801`	`$696,797`
Depreciation and amortization	`$235,624`	`$561,434`

Customer Concentrations	Year ended December 31,
	2020	2019
PrestoCorp
Total PrestoCorp concentrations	`$-`	`$-`
% of PrestoCorp revenues	`0%`	`0%`
GKMP
Customer A	`$8,257`	`$-`
Customer B	`19,670`	`-`
Total GKMP concentrations	`$27,927`	`$-`
% of GKMP revenues	`30%`	`0%`