UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~FORM~~ ~~10-Q~~

———————

FORM 10-Q

———————

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


For the quarterly period ended: ~~June~~September 30, 2022
or

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


For the transition period from: _____________ to _____________ Commission File Number: 000-53571

~~Cannabis Sativa, Inc.~~

~~(Exact name of registrant as specified in its charter)~~

~~nevada~~Cannabis Sativa, Inc.		~~20-1898270~~
(Exact name of registrant as specified in its charter)

Nevada		20-1898270
(State or Other Jurisdiction		(I.R.S. Employer
of Incorporation)		Identification No.)

450 HillsideDr. #A224,, Mesquite,, Nevada89027

(Address of Principal Executive Office) (Zip Code)

(702)762-3123

(Registrant’s telephone number, including area code)

N/A

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

———————

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes ☐ No

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated ~~filer~~Filer	☐	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

The number of shares of the issuer’s Common Stock outstanding as of ~~August~~November 11, 2022, is ~~44,870,657~~.

44,870,655.

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

CANNABIS SATIVA, INC.

Contents

		Page
FINANCIAL STATEMENTS (Unaudited) – for the three and nine months ended September 30, 2022 and 2021:

Condensed consolidated balance sheets		FS - 2

Condensed consolidated statements of operations		FS - 3

Condensed consolidated statements of changes in stockholders’ equity		FS - 4

Condensed consolidated statements of cash flows		FS - 5

Notes to condensed consolidated financial statements		FS – 6 through FS – 13

FS - 1

Table of Contents

CANNABIS SATIVA, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED

	September 30,			December 31,
	2022			2021
ASSETS
Current Assets
Cash	$	214,530		$	194,060
Investment in equity securities, at fair value		613,477			208,540

Total Current Assets		828,007			402,600

Other Assets
Right of use asset		43,485			—
Property and equipment, net		2,777			1,974
Intangible assets, net		196,864			320,806
Goodwill		1,837,202			1,837,202

Total Assets	$	2,908,335		$	2,562,582

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Accounts payable and accrued expenses	$	142,052		$	95,031
Operating lease liability, current		28,263			—
Accrued interest - related parties		16,324			204,613
Convertible note payable		104,250			—
Notes payable to related parties		87,540			1,218,038

Total Current Liabilities		378,429			1,517,682

Long-term liabilities
Operating lease liability, long term		15,222			—
Stock payable		206,946			—

Total Liabilities		600,597			1,517,682

Commitments and contingencies (Notes 6 and 8)

Stockholders’ Equity:
Preferred stock $0.001 par value; 5,000,000 shares authorized;
695,708 and 777,654 issued and outstanding, respectively		696			778
Common stock $0.001 par value; 495,000,000 shares authorized;
44,870,655 and 30,746,865 shares issued and outstanding, respectively		44,871			30,748
Additional paid-in capital		80,905,557			79,151,240
Accumulated deficit		(79,984,982	)		(79,475,968	)

Total Cannabis Sativa, Inc. Stockholders’ Equity (Deficit)		966,142			(293,202	)

Non-Controlling Interests		1,341,596			1,338,102

Total Stockholders’ Equity		2,307,738			1,044,900

Total Liabilities and Stockholders’ Equity	$	2,908,335		$	2,562,582

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

FS - 2

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CANNABIS SATIVA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED

	Three Months Ended						Nine Months Ended
	September 30,			September 30,			September 30,			September 30,
	2022			2021			2022			2021

Revenues	$	383,079		$	463,040		$	1,262,868		$	1,452,279

Cost of Revenues		149,943			174,814			479,173			553,236

Gross Profit		233,136			288,226			783,695			899,043

Operating Expenses
Professional fees		208,515			132,315			419,923			453,236
Depreciation and amortization		39,440			42,700			124,147			128,463
Wages and salaries		188,622			179,136			559,533			516,534
Advertising		1,599			47,044			33,128			280,475
General and administrative		177,658			259,451			534,022			855,637

Total Operating Expenses		615,834			660,646			1,670,753			2,234,345

Loss from Operations		(382,698	)		(372,420	)		(887,058	)		(1,335,302	)

Other (Income) and Expenses
Unrealized (gain) loss on investment		(300,295	)		758,340			(404,937	)		532,855
(Gain) loss on sale of investment securities		—			237			—			(8,793	)
Interest expense		4,228			17,854			23,399			49,884

Total Other (Income) Expenses, Net		(296,067	)		776,431			(381,538	)		573,946

Loss Before Income Taxes		(86,631	)		(1,148,851	)		(505,520	)		(1,909,248	)

Income Taxes		—			—			—			—

Net Loss From Continuing Operations		(86,631	)		(1,148,851	)		(505,520	)		(1,909,248	)

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		(86,631	)		(1,148,851	)		(505,520	)		(1,978,717	)

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		(19,073	)		2,721			3,494			169,434

Net Loss for the Period Attributable To Cannabis Sativa, Inc.	$	(67,558	)	$	(1,151,572	)	$	(509,014	)	$	(2,032,070	)

Net Loss for the Period per Common Share: Basic & Diluted
From continuing operations	$	(0.00	)	$	(0.04	)	$	(0.01	)	$	(0.07	)
From discontinued operations		0.00			0.00			0.00			0.00
Total	$	(0.00	)	$	(0.04	)	$	(0.01	)	$	(0.07	)

Weighted Average Common Shares Outstanding:
Basic & Diluted		44,787,896			29,685,756			35,674,130			28,880,938

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

FS - 3

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CANNABIS SATIVA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 and 2021- UNAUDITED

~~Attached~~

	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 - July 1, 2021		926,957		$	927			29,110,789		$	29,112		$	78,549,797		$	(77,908,837	)	$	1,360,511		$	—		$	—		$	2,031,510
Conversion of Preferred to Common		(180,094	)		(180	)		180,094			180			—			—			—			—			—			—
Shares issued for services		78,126			78			570,029			569			310,466			—			—			—			—			311,113
Net loss for the period		—			—			—			—			—			(1,151,572	)		2,721			—			—			(1,148,851	)

Balance - September 30, 2021		824,989		$	825			29,860,912		$	29,861		$	78,860,263		$	(79,060,409	)	$	1,363,232		$	—		$	—		$	1,193,772

Balance - July 1, 2022		815,884		$	816			44,750,479		$	44,751		$	80,905,557		$	(79,917,424	)	$	1,360,669		$	—		$	—		$	2,394,369
Conversion of preferred to common (1:1)		(120,176	)		(120	)		120,176			120			—			—			—			—			—			—
Net income (loss) for the period		—			—			—			—			—			(67,558	)		(19,073	)		—			—			(86,631	)

Balance - September 30, 2022		695,708		$	696			44,870,655		$	44,871		$	80,905,557		$	(79,984,982	)	$	1,341,596		$	—		$	—		$	2,307,738

Balance - January 1, 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		(468,166	)		(468	)		468,166			468			—			—			—			—			—			—
Cash proceeds from sale of stock		—			—			10,466			10			4,990			—			—			—			—			5,000
Shares issued for services		203,027			203			1,984,658			1,984			1,215,203			—			—			—			—			1,217,390
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) for the period		—			—			—			—			—			(2,032,070	)		169,434			(1,614	)		(114,467	)		(1,978,717	)
Balance - September 30, 2021		824,989		$	825		$	29,860,912		$	29,861		$	78,860,263		$	(79,060,409	)	$	1,363,232		$	—		$	—		$	1,193,772

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)		(252,056	)		(252	)		252,056			252						—			—			—			—			—
Conversion of preferred to common (19:1)		(288,223	)		(288	)		5,476,237			5,476			(5,188	)		—			—			—			—			—
Shares issued for services		458,333			458			1,306,242			1,306			348,743			—			—			—			—			350,507
Shares issued in consideration of notes and accrued interest payable		—			—			7,089,255			7,089			1,410,762			—			—			—			—			1,417,851
Net income (loss) for the period		—			—			—			—			—			(509,014	)		3,494			—			—			(505,520	)

Balance - September 30, 2022		695,708		$	696			44,870,655		$	44,871		$	80,905,557		$	(79,984,982	)	$	1,341,596		$	—		$	—		$	2,307,738

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

FS - 4

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CANNABIS SATIVA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED

For the nine months ended September 30,	2022			2021

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss for the period	$	(505,520	)	$	(1,978,717	)
Adjustments to reconcile net loss for the period to net cash used in operating activities:
Unrealized (gain) loss on investment		(404,937	)		532,855
Gain on sale of investment securities		—			(8,793	)
Gain on sale of subsidiaries		—			(164,736	)
Depreciation and amortization		124,147			145,415
Stock issued for services		350,507			1,197,390
Stock payable for services		206,946			—
Note payable issued for services		45,000			—
Write off of abandoned equipment		583			—
Changes in Assets and Liabilities:
Accounts receivable		—			(6,447	)
Inventories		—			27,499
Prepaid consulting and other current assets		—			(4,933	)
Accounts payable and accrued expenses		47,020			32,927
Accrued interest - related parties		15,524			45,350
Customer deposits		—			1,341
Net Cash Used in Operating Activities		(120,730	)		(180,849	)

Cash Flows from Investing Activities:
Cash purchase of equipment		(1,590	)		—
Cash transferred on sale of non-controlling interest		—			(21,321	)
Proceeds from sale of subsidiaries		—			44,017
Net Cash Provided by (Used in) Investing Activities		(1,590	)		22,696

Cash Flows from Financing Activities:
Proceeds from sale of stock		—			5,000
Proceeds from advances from related parties		—			48,083
Proceeds from related parties notes payable, net		38,540			48,000
Proceeds from convertible note payable		104,250			—
Net Cash Provided by Financing Activities		142,790			101,083

NET CHANGE IN CASH		20,470			(57,070	)

CASH AT BEGINNING OF PERIOD		194,060			322,107

CASH AT END OF PERIOD	$	214,530		$	265,037

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 condensed consolidated financial statements.

FS - 5

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CANNABIS SATIVA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

For the Three and Nine Months Ended September 30, 2022 and 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:

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

Our primary operations for the years ended December 31, 2021 and through September 30, 2022 were through PrestoCorp, which provides telemedicine online referral services for customers desiring medical marijuana cards in states where medical marijuana has been legalized. The Company is actively seeking new business opportunities for acquisition and is continually reviewing opportunities for product and brand development through our Wild Earth, Hi Brands, and KPAL subsidiaries.

Basis of Presentation

Operating results for the three and nine months ended September 30, 2022 may not be indicative of the results expected for the full year ending December 31, 2022. For further information, refer to the financial statements and notes thereto in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

The interim financial statements should be read in conjunction with audited financial statements and related footnotes set forth in our annual report filed on Form 10-K for the year ended December 31, 2021, as filed with the United States Securities and Exchange Commission on April 14, 2022.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the Company’s financial position as of September 30, 2022, and its results of operations, cash flows, and changes in stockholders’ equity for the three and nine months ended September 30, 2022. The financial statements do not include all of the information and notes required by accounting principles generally accepted in the United States (‘GAAP”) for complete financial statements.

Principles of Consolidation:

The condensed consolidated financial statements include the accounts of Cannabis Sativa, Inc. (the “Company” or “CBDS”), and its wholly-owned subsidiaries and PrestoCorp, a 51% owned subsidiary. On April 22, 2021, we sold our interests in two companies in which the Company had majority control, iBud and GKMP. These condensed consolidated financial statements include operations of iBud and GKMP through April 22, 2021. All significant inter-company balances have been eliminated in consolidation.

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CANNABIS SATIVA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

For the Three and Nine Months Ended September 30, 2022 and 2021

Going Concern:

The Company has an accumulated deficit of $79,984,982 at September 30, 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.

Use of Estimates:

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates and assumptions by management affect the allowance for doubtful accounts, the carrying value of long-lived assets (including goodwill and intangible assets), the provision for income taxes and related deferred tax accounts, certain accrued liabilities, revenue recognition, contingencies, and the value attributed to stock-based awards.

Net Loss per Share:

Basic net loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding for the period and contains no dilutive securities. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of the Company. Potentially dilutive shares are excluded from the calculation of diluted net loss per share because the effect is anti-dilutive. For the three and nine months ended September 30, 2022 and 2021, the Company had 175,000 and 175,000 outstanding warrants, respectively, and 695,708 and 824,989 shares of convertible preferred stock, respectively, that would be dilutive to future periods net income if converted.

Recent Accounting Pronouncement:

Accounting Standards Updates Adopted

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12 Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The update is to address issues identified as a result of the complexity associated with applying generally accepted accounting principles for certain financial instruments with characteristics of liabilities and equity. The update is effective for fiscal years beginning after ~~signature page.~~December 15, 2023, including interim periods within those fiscal years and with early adoption permitted. Early adoption of this update had no impact on the Company’s consolidated financial statements.

Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption.

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CANNABIS SATIVA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

For the Three and Nine Months Ended September 30, 2022 and 2021

2. Intangibles and Goodwill

The Company considers all intangibles to be definite-lived assets with lives of 5 to 10 years. Intangibles consisted of the following at September 30, 2022 and December 31, 2021:

September 30,

December 31,

2022

2021

CBDS.com website (Cannabis Sativa)

$ 13,999

$ 13,999

Intellectual Property Rights (PrestoCorp)

240,000

240,000

Patents and Trademarks (KPAL)

1,281,411

1,281,411

Total Intangibles

1,535,410

1,535,410

Less: Accumulated Amortization

(1,338,546 )

(1,214,604 )
Net Intangible Assets

$ 196,864

$ 320,806

Amortization expense for each of the three and nine months ended September 30, 2022 and 2021 were $39,372 (2021: $42,285) and $123,942 (2021: $126,855), respectively.
Amortization of intangibles through 2027 is:
October 1, 2022 to September 30, 2023

$ 151,686

October 1, 2023 to September 30, 2024

40,742

October 1, 2024 to September 30, 2025

932

October 1, 2025 to September 30, 2026

932

October 1, 2026 to September 30, 2027

932

Goodwill in the amount of $3,010,202 was recorded as part of the acquisition of PrestoCorp that occurred on August 1, 2017. Cumulative impairment of the PrestoCorp goodwill totals $1,173,000 as of September 30, 2022 and December 31, 2021. The balance of goodwill at September 30, 2022 and December 31, 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.
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CANNABIS SATIVA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
For the Three and Nine Months Ended September 30, 2022 and 2021
During the nine months ended September 30, 2021, 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 )

Net assets of subsidiaries on date of disposition:

GKMP

112,350

iBud

(8,970 )
Net assets

103,380

Gain on sale of subsidiaries

$ 164,736

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 September 30, 2021 are provided below.
January 1 to
September 30,
Discontinued Operations
2021
REVENUE
75,866
Cost of revenues
91,316
Gross profit
(15,450 )
EXPENSES
Depreciation and amortization
5,861
Wages and salaries
106,224
Advertising
1,693
General and administrative
102,833
Interest expense
2,144
Total expenses
218,755
NET LOSS FROM DISCONTINUED OPERATIONS
(234,205 )
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 and 7, the Company had additional related party transactions during the three and nine months ended September 30, 2022 and 2021.
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.
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CANNABIS SATIVA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
For the Three and Nine Months Ended September 30, 2022 and 2021
During the nine months ended September 30, 2022, David Tobias loaned $38,540 cash to the Company for notes payable bearing interest at the rate of 5% per annum due on December 31, 2022. In the nine months ended September 30, 2022, the Company and Cathy Carroll, director, entered into a note payable for $45,000 for compensation due her for services. Ms. Carroll’s note bears interest at 5% per annum and is due December 31, 2022.
During the three and nine months ended September 30, 2022 and 2021, the Company recorded interest expense related to notes payable to related parties at the rates between 5% and 8% per annum in the amounts of $4,228 (2021: $17,854) and $23,399 (2021: $49,884), respectively.
The following tables reflect the related party notes payable balances.

Related party notes

Accrued interest

Total

September 30, 2022

David Tobias, CEO & Director

$ 38,540

$ 12,482

$ 51,022

New Compendium, greater than 10% Shareholder

-

1,906

1,906

Cathy Carroll, Director

45,000

986

45,986

Other Affiliates

4,000

950

4,950

Totals

$ 87,540

$ 16,324

$ 103,864

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 nine months ended September 30, 2022, the Company issued 7,089,255 shares of common stock in settlement of $1,214,038 in related party notes payable and $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 three and nine months ended September 30, 2022 and 2021, the Company incurred approximately $-0- (2021: $27,778) and $26,389 (2021: $83,334), respectively, for consulting services from a nephew of the Company’s president. The services for the three and nine months ended September 30, 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.
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CANNABIS SATIVA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
For the Three and Nine Months Ended September 30, 2022 and 2021
5. Investments
At September 30, 2022 and December 31, 2021, the Company owns 8,238,769 shares respectively, of common stock of Medical Cannabis Payment Solutions (ticker: REFG). At September 30, 2022 and December 31, 2021, the fair value of the investment in REFG was $16,477 and $25,540, respectively. The Company recognized a gain (loss) on the change in fair value of $3,295 (2021: ($71,940)) and ($9,063) (2021: ($83,155)) during the three and nine months ended September 30, 2022 and 2021, respectively.
In 2021, the Company received 1,500,000 shares of common stock and 1,500,000 shares of preferred stock of THC Pharmaceuticals Inc. (ticker: CBDG). The CBDG shares were received as consideration for the sale of the Company’s majority interest in iBud and GKMP in the year ended December 31, 2021. On the date of sale, the shares were valued at fair value which was $0.20 per share or 600,000 in the aggregate. 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 September 30, 2022 and December 31, 2021 was $597,000 and $183,000 resulting in a gain (loss) of $297,000 (2021: ($686,400)) and $414,000 (2021: ($213,000)) for the change in fair value during the three and nine months ended September 30, 2022 and 2021, respectively.
6. Convertible Note Payable
On August 25, 2022, the Company entered into an agreement with 1800 Diagonal Lending, LLC (“Diagonal”) whereby the Company issued convertible note to Diagonal with a principal amount of $104,250. The note bears interest at 10% and has a term of one year when payment of principal and interest is due. After 180 days, the note is convertible into shares of the Company’s common stock the number of which is 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.
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. 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 on August 8, 2022.
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CANNABIS SATIVA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
For the Three and Nine Months Ended September 30, 2022 and 2021
Securities Issuances
During the nine months ended September 30, 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 Nine Months Ended September 30, 2022

Services

Common

Preferred

Value

Related Parties

David Tobias, Officer, Director

-

458,333

$ 90,000

Brad Herr, Officer, Director

458,333

-

90,000

Robert Tankson, Director

28,646

-

5,625

Trevor Reed, Director

28,646

-

5,625

Total related party issuances

515,625

458,333

191,250

Non-related party issuances

790,617

-

159,257

Total shares for services

1,306,242

458,333

350,507

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

7,089,255

-

1,417,851

Conversion of preferred to common (1:1)

252,056

(252,056 )

-

Conversion of preferred to common (19:1)

5,476,237

(288,223 )

-

Aggregate Totals

14,123,790

(81,946 )

$ 1,768,358

During the nine months ended September 30, 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 Nine Months Ended September 30, 2021

Services

Common

Preferred

Value

Related Parties

David Tobias, Officer, Director

-

203,027

$ 112,500

Brad Herr, Officer, Director

338,376

-

187,500

Robert Tankson, Director

43,378

-

23,711

Cathy Carroll, Director

203,027

112,500

Trevor Reed, Director

33,838

-

18,750

Total related party issuances

618,619

203,027

454,961

Non-related party issuances

1,366,039

-

762,429

Total shares for services

1,984,658

203,027

1,217,390

Preferred stock converted to common

468,166

(468,166 )

-

Issuance for cash

10,466

-

5,000

Shares cancelled

(55,556 )

-

(20,000 )
Aggregate Totals

2,407,734

(265,139 )

$ 1,202,390

During the nine months ended September 30, 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 nine months ended September 30, 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, Other Matters - Merger). 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 three and nine months ended September 30, 2022.
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CANNABIS SATIVA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
For the Three and Nine Months Ended September 30, 2022 and 2021
Stock payable at September 30, 2022 consists of 475,737 preferred shares and 535,205 common shares owed to members of the board of directors for directors fees and contract services. These shares were valued at $85,000 based on the market price of the Company’s common stock at the date of board authorization. An additional 1,482,044 common shares were owed to various non-related vendors at September 30, 2022 valued at $121,946 based on the market price of the Company’s common stock at the date of board authorization.
8. Commitments and Contingencies
Leases.
PrestoCorp leased office space through WeWork in New York on a month-to-month arrangement. On April 12, 2022, PrestoCorp signed a new lease in New York with Spaces for a two-year term at $2,590 per month expiring in April 2024. Rent expense for the three months ended September 30, 2022 and 2021 was $-0- and $10,739, respectively, and for the nine months ended September 30, 2022 and 2021 was $21,325 and $20,219, respectively. Upon signing the lease with Spaces, the Company recognized a lease liability and a right of use asset of $56,595 using a discount rate of 10%. The future lease payments under the new lease are as follows:
From October 1, 2022 to September 30, 2023

$ 31,080

From October 1, 2023 to September 30, 2024

15,540

Less imputed interest

(3,135 )
Net lease liability

43,485

Current Portion

(28,263 )
Long-term portion

$ 15,222

Litigation.
In the ordinary course of business, we may face various claims brought by third parties and we may, from time to time, make claims or take legal actions to assert our rights, including intellectual property disputes, contractual disputes and other commercial disputes. Any of these claims could subject us to litigation. As of September 30, 2022, no claims are outstanding.
9. Other Matters - Merger
On August 8, 2022, the Company entered into a Merger Agreement (the “Merger Agreement”) with MJ Harvest, Inc. (“MJHI”). Pursuant to the Merger Agreement, MJHI will merge with and into the Company and the Company will be the surviving corporation in the Merger. The Merger is expected to be consummated once the shareholders of the Company and the shareholders of MJHI approve the Merger which management expects will be completed early in the fourth quarter of calendar year 2022. The terms of the Merger Agreement are summarized below:
·
The name of the surviving company in the Merger will be Cannabis Sativa, Inc.
·
Each share of MJHI common stock outstanding on the effective date of the Merger will be converted into 2.7 shares of CBDS Common Stock.
·
The Merger is subject to majority approval of the shareholders of both MJHI and CBDS.
·
The shareholders of MJHI and CBDS will have rights to dissent from the Merger, and, if the notice of dissent is properly given, the dissenting shareholders may be paid fair value for such dissented shares.
·
The Board of Directors of the surviving company following the Merger is intended to consist of Patrick Bilton, Brad Herr, 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 and Clinton Pyatt - Chief Operating Officer.
·
The Merger Agreement includes representations and warranties, covenants, and conditions for MJHI and CBDS as are customary for transactions of this nature.
·
No brokerage fees are payable in connection with the Merger.
·
If majority shareholder approval of the merger is not obtained, the Merger will not occur, and the Merger Agreement will be terminated.
·
All costs and expenses in connection with the Merger transactions will be borne by CBDS, except that MJHI will be responsible for expenses of its own legal counsel and auditing costs.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Certain statements in this Report constitute “forward-looking statements.” Such forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. Factors that might cause such a difference include, among others, uncertainties relating to general economic and business conditions; industry trends; changes in demand for our products and services; uncertainties relating to customer plans and commitments and the timing of orders received from customers; announcements or changes in our pricing policies or that of our competitors; unanticipated delays in the development, market acceptance or installation of our products and services; changes in government regulations; availability of management and other key personnel; availability, terms, and deployment of capital; relationships with third-party equipment suppliers; and worldwide political stability and economic growth. The words “believe,” “expect,” “anticipate,” “intend” and “plan” and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made.

Results of Operations

Prior to April 22, 2021, the Company operated two business segments: PrestoCorp, Inc. (“PrestoCorp”), a telehealth business, and GK Manufacturing and Packaging, Inc. (“GKMP”), a contract manufacturing business. On April 22, 2021, the Company sold its controlling interest in GKMP. The discontinued operations of GKMP are reported separately, below. Discussion of results of operations includes the consolidated results of PrestoCorp.

Three Months Ended ~~June~~September 30, 2022, compared with the Three Months Ended ~~June~~September 30, 2021

	Three Months Ended												Three Months Ended
	A			B			A-B						A			B			A-B
	June 30, 2022			June 30, 2021			Change			Change %			September 30, 2022			September 30, 2021			Change			Change %
REVENUE	$	456,088		$	506,889		$	(50,801	)		-10	%	$	383,079		$	463,040		$	(79,961	)		-17	%
Cost of revenues		170,541			194,919			(24,378	)		-13	%		149,943			174,814			(24,871	)		-14	%
Cost of sales % of total sales		37	%		38	%		-1	%					39	%		38	%		1	%
Gross profit		285,547			311,970			(26,423	)		-8	%		233,136			288,226			(55,090	)		-19	%
Gross profit % of sales		63	%		62	%		1	%					61	%		62	%		-1	%
OPERATING EXPENSES
Professional fees		89,502			201,182			(111,680	)		-56	%		208,515			132,315			76,200			58	%
Depreciation and amortization		42,354			42,882			(528	)		-1	%		39,440			42,700			(3,260	)		-8	%
Wages and salaries		184,150			187,553			(3,403	)		-2	%		188,622			179,136			9,486			5	%
Advertising		15,308			141,020			(125,712	)		-89	%		1,599			47,044			(45,445	)		-97	%
General and administrative		128,762			229,268			(100,506	)		-44	%		177,658			259,451			(81,793	)		-32	%
Total operating expenses		460,076			801,905			(341,829	)		-43	%		615,834			660,646			(44,812	)		-7	%
NET LOSS FROM CONTINUING OPERATIONS		(174,529	)		(489,935	)		315,406			-64	%		(382,698	)		(372,420	)		(10,278	)		3	%

Revenues declined ~~10%~~17% in the three months ended ~~June~~September 30, 2022, compared to the three months ended ~~June~~September 30, 2021. Revenues in our fiscal ~~second~~third quarter decreased primarily due to a slow-down in the number of patients seeking medical marijuana cards when compared to year earlier period which saw a significant uptick in activity due to the pandemic. Activity levels in the ~~second~~third quarter of 2022 more closely matched our historic operating levels. We do not anticipate a significant spike in patients seeking our services due to pandemic effects, but the impact of the delta and other variants of the virus cannot be determined at this time.

Gross profit margins for our services, as a percentage of sales, were essentially unchanged in the three months ended ~~June~~September 30, 2022, compared with the same period a year earlier. Holding our gross profit percentages unchanged despite an ~~10%~~17% decline in revenues is attributable to our efforts to control costs at all operating levels.

Total operating costs decreased significantly in the ~~second~~third quarter of 2022 compared to the same period in 2021. We substantially reduced ~~professional fees,~~ advertising, and general and administrative costs. The cost decreases were primarily the result of our efforts to limit losses while exploring acquisition and growth activities. Our targeted acquisition activities did not result in consummated transactions in the three months ended ~~June~~September 30, 2022, but the Company did sign a letter of intent to Merge with MJ Harvest, Inc. on April 29, 2022, and the Company signed the definitive Merger Agreement on August 8, 2022. The Merger is expected to be completed early in the fourth quarter and, if completed, will provide new business opportunities for the Company.

Net operating loss for the three-month period ended ~~June~~September 30, 2022 ~~decreased 64%~~increased 3% compared to net loss for the three-month period ended ~~June~~September 30, 2021. The ~~decrease~~increase in our net operating loss was primarily the result of ~~cost containment efforts pending completion of~~ the ~~Merger with MJ Harvest, Inc.~~decrease in sales.

~~Six~~Nine Months Ended ~~June~~September 30, 2022, compared with the ~~Six~~Nine Months Ended ~~June~~September 30, 2021

	Six Months Ended												Nine Months Ended
	A			B			A-B						A			B			A-B
	June 30, 2022			June 30, 2021			Change			Change %			September 30, 2022			September 30, 2021			Change			Change %
REVENUE	$	879,789		$	989,239		$	(109,450	)		-11	%	$	1,262,868		$	1,452,279		$	(189,411	)		-13	%
Cost of revenues		329,230			378,422			(49,192	)		-13	%		479,173			553,236			(74,063	)		-13	%
Cost of sales % of total sales		37	%		38	%		-1	%					38	%		38	%		0	%
Gross profit		550,559			610,817			(60,258	)		-10	%		783,695			899,043			(115,348	)		-13	%
Gross profit % of sales		63	%		62	%		1	%					62	%		62	%		0	%
OPERATING EXPENSES
Professional fees		211,408			320,921			(109,513	)		-34	%		419,923			453,236			(33,313	)		-7	%
Depreciation and amortization		84,707			85,763			(1,056	)		-1	%		124,147			128,463			(4,316	)		-3	%
Wages and salaries		370,911			337,398			33,513			10	%		559,533			516,534			42,999			8	%
Advertising		31,529			233,431			(201,902	)		-86	%		33,128			280,475			(247,347	)		-88	%
General and administrative		356,364			595,920			(239,556	)		-40	%		534,022			855,637			(321,615	)		-38	%
Total operating expenses		1,054,919			1,573,433			(518,514	)		-33	%		1,670,753			2,234,345			(563,592	)		-25	%
NET LOSS FROM CONTINUING OPERATIONS		(504,360	)		(962,616	)		458,256			-48	%		(887,058	)		(1,335,302	)		448,244			-34	%

Revenues declined ~~11%~~13% in the ~~six~~nine months ended ~~June~~September 30, 2022 compared to the ~~six~~nine months ended ~~June~~September 30, 2021. Revenues in the first ~~half~~nine months of 2022 decreased primarily due to a slow-down in the number of patients seeking medical marijuana cards when compared to year earlier period which saw a significant uptick in activity due to the pandemic. Activity levels in the first ~~half~~nine months of 2022 more closely matched our historic operating levels. We do not anticipate a significant spike in patients seeking our services due to pandemic effects, but the impact of the delta and other variants of the virus cannot be determined at this time.

Gross profit margins for our services, as a percentage of sales, were essentially unchanged in the ~~six~~nine months ended ~~June~~September 30, 2022, compared with the same period a year earlier. Holding our gross profit percentages unchanged despite an ~~11%~~13% decline in revenues is attributable to our efforts to control costs at all operating levels.

Total operating costs decreased significantly in the first ~~half~~nine months of 2022 compared to the same period in 2021. We substantially reduced professional fees, advertising, and general and administrative costs. The cost decreases were primarily the result of our efforts to limit losses while exploring acquisition and growth activities. Our targeted acquisition activities did not result in consummated transactions in the ~~six month~~nine-month period ended ~~June~~September 30, 2022, but the Company did sign a letter of intent to Merge with MJ Harvest, Inc. on April 29, 2022 and the Company signed the definitive Merger Agreement on August 8, 2022. The Merger is expected to be completed early in the fourth quarter and, if completed, will provide new business opportunities for the Company.

Net operating loss for the ~~six-month~~nine-month period ended ~~June~~September 30, 2022 decreased ~~48%~~34% compared to net loss for the ~~six-month~~nine-month period ended ~~June~~September 30, 2021. The decrease in our net operating loss was primarily the result of cost containment efforts pending completion of the Merger with MJ Harvest, Inc.

Discontinued Operations.

In April 2021, the Company entered into discussions with THC Farmaceuticals, Inc. (“CBDG”) regarding sale of CBDS’s controlling interest positions in GKMP and iBudtender Inc. (iBud”). The discussions were triggered by an interest on the part of CBDS management to refocus business efforts on growing PrestoCorp while streamlining financial reporting and management processes by eliminating assets that are no longer considered essential to the Company’s core focus. The sale was completed on April 22, 2021. Management believes that the sale of GKMP and iBud will free up management time and resources to seek other acquisitions that are more closely aligned with the Company’s business model. Consideration for the sale of the controlling interests consisted of 1,500,000 shares of CBDG common stock and 1,500,000 shares of CBDG preferred stock valued at $600,000 on the date of the acquisition. iBud had no revenues in the periods presented. Summaries of the discontinued operations of GKMP and the operations of iBud through April 22, 2021 are provided below.

	Period Ended
*Discontinued Operations*	April 22, 2021
REVENUE		75,866
Cost of revenues		91,316
Cost of sales % of total sales		120	%
Gross profit		(15,450	)
Gross profit % of sales		-20	%
OPERATING EXPENSES
~~Professional fees~~		-
Depreciation and amortization		5,861
Wages and salaries		106,224
Advertising		1,693
General and administrative		102,833
Interest expense		2,144
Total operating expenses		218,755
NET LOSS FROM DISCONTINUED OPERATIONS		(234,205	)

GKMP and iBud generated losses from operations during the periods they were operated by the Company. In the second quarter of 2021, management determined that the time and effort required to turn these businesses around would be a significant drain on resources and would limit expansion of our PrestoCorp operations. The sale of our interests in GKMP and iBud eliminates this concern.

Liquidity and Capital Resources

Net cash used in operating activities for the ~~six-month~~nine-month period ended ~~June~~September 30, 2022, was ~~$40,886.~~$120,730. During the same period, our cash position increased by ~~$454.~~$20,470. Financing activities generated ~~$41,340~~$142,790 in the ~~six~~nine months from related party notes payable.

We also reported stock-based compensation of $350,507 during the ~~six-month~~nine-month period from issuance of common stock and preferred stock as compensation for services performed by officers, directors, and contractors. On ~~June~~September 30, 2022, our cash position was ~~$194,514.~~$214,530. The overhead related to our status as a public company and our continuing efforts to acquire businesses that will supplement the operations of PrestoCorp will continue to generate consolidated losses from operations in the coming periods. Given our level of operations in the first ~~six~~nine months of 2022, we expect that additional funds will be required. In the remainder of 2022, we expect to generate additional capital primarily from issuances of stock as compensation for services.

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. We incurred net losses attributable to Cannabis Sativa, Inc. of ~~$441,456~~$505,520 and ~~$880,498,~~$1,978,717, respectively, for the ~~six-month~~nine-month periods ended ~~June~~September 30, 2022 and 2021, and had an accumulated deficit of ~~$79,917,424~~$79,984,982 as of ~~June~~September 30, 2022. These factors, among others, raise 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.

Management is currently evaluating fund-raising alternatives including private placement of equity securities, a secondary public offering, and various debt instruments. In addition, key members of management have indicated a willingness to provide additional operating capital from time to time. We are also currently selling a portion of our investment securities to generate cash for operations, and we have restructured our intercompany loans to PrestoCorp with a monthly amortization schedule and required monthly payments that will begin to address ongoing operating expenses that must be paid in cash. Based on all these considerations, we believe we will have sufficient capital to operate the business for the next twelve months. It will be important for the Company to be successful in its efforts to raise capital 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.

In the event the Company consummates the Merger with MJ Harvest, Inc., it is expected that the nature of the business, the cash flow, and access to additional operating capital, will change. The effect of the of the change and the impact on future operations cannot be determined at this time.

COVID-19

COVID-19 has been 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. The Delta variant of the COVID-19 virus now appears to be creating another wave of infections and concerns about the virus’ impact on business operations continues. To date, the disruption did not materially impact the Company’s financial statements. The pandemic has had a positive impact on the telehealth business. If the severity of the economic disruptions increase as the duration of the COVID-19 pandemic continues, the negative financial impact due to reduced demand could be significantly greater in future periods.

In addition, the economic disruptions caused by COVID-19 could also adversely impact the impairment risks for certain long-lived assets, equity method investments and goodwill. Management evaluated these impairment considerations and determined that no such impairments occurred through the date of this report.

Off Balance Sheet Arrangements

None

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not required.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Conclusions of Management Regarding Effectiveness of Disclosure Controls and Procedures

At the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was carried out under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operations of the Company’s disclosure controls and procedures (as defined in Rule 13a – 15(e) and Rule 15d – 15(e) under the Exchange Act). Based on that evaluation, the CEO and the CFO have concluded that as of the end of the period covered by this report, the Company’s disclosure controls and procedures were not effective as it was determined that there were material weaknesses affecting our disclosure controls and procedures.

Management of the Company believes that these material weaknesses are due to the small size of the company’s accounting staff. The small size of the Company’s accounting staff may prevent adequate controls in the future, such as segregation of duties, due to the cost/benefit of remediation. To mitigate the current limited resources and limited employees, we rely heavily on direct management oversight of transactions, along with the use of external legal and accounting professionals. As the Company grows, management expects to increase the number of employees, which will enable us to implement adequate segregation of duties within the internal control framework.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting during the quarter ended ~~June~~September 30, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings. We are not a party to any material legal proceedings, and, to the best of our knowledge, no such legal proceedings have been threatened against us.

Item 1A. Risk Factors. Not required.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.None.

During the fiscal quarter ended June 30, 2022, the board of directors issued 416,667 shares of unregistered common stock and 208,333 shares of unregistered preferred stock to ten persons/entities in exchange for services rendered to the Company. The unregistered shares were valued at the $0.24 per share closing price of the shares in the OTCQB Market on the dates the shares became issuable. The Company also issued 162,037 shares of registered common stock to contractors as compensation. The issuances of the unregistered shares were exempt from the registration requirements of Section 5 of the Securities Act of 1933 pursuant to Section 4(2) of the Act since the recipients of the shares were persons closely associated with the Company and/or the issuance of the shares did not involve any public offering.

Item 3. Defaults Upon Senior Securities. None.

Item 4. Mine Safety Disclosures. Not applicable.

Item 5. Other Information. None.

Item 6. Exhibits. The following documents are included as exhibits to this report:

~~(a)~~

~~Exhibits~~

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

(a) Exhibits

~~SIGNATURES~~

Exhibit Number	SEC Reference Number	Title of Document
3.1	3	Articles of Incorporation
3.2	3	Bylaws
31.1	31	Section 302 Certification of Principal Executive Officer
32.1	32	Section 1350 Certification of Principal Executive Officer
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema
101.CAL		XBRL Taxonomy Extension Calculation Linkbase
101.DEF		XBRL Taxonomy Extension Definition Linkbase
101.LAB		XBRL Taxonomy Extension Label Linkbase
101.PRE		XBRL Taxonomy Extension Presentation Linkbase


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, prospectus or other document to which it relates and is not incorporated or deemed to be incorporated by reference into any registration statement, prospectus or other document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Cannabis Sativa, Inc.

Date: ~~August 22,~~November 14, 2022

By:	/s/ David Tobias
	David Tobias, CEO
	(Principal Executive, Financial and Accounting Officer)


	~~David Tobias, Chief Executive Officer~~	9
~~By:~~	~~/s/ Brad E. Herr~~
	~~Brad E. Herr, Chief Financial Officer and~~
	~~Principal Accounting Officer~~

~~CANNABIS SATIVA, INC.~~

~~Contents~~

		~~Page~~

~~FINANCIAL STATEMENTS (Unaudited) – for the three and six months ended June 30, 2022 and 2021:~~

~~Condensed consolidated balance sheets~~		~~FS - 2~~

~~Condensed consolidated statements of operations~~		~~FS - 3~~

~~Condensed consolidated statements of changes in stockholders’ equity~~		~~FS - 4~~

~~Condensed consolidated statements of cash flows~~		~~FS - 5~~

~~Notes to condensed consolidated financial statements~~		~~FS – 6 through FS – 13~~

~~FS - 1~~

~~CANNABIS SATIVA, INC.~~

~~CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED~~

June 30, December 31,
2022 2021
ASSETS
Current Assets
Cash $ 194,514 $ 194,060
Investment in equity securities, at fair value 313,182 208,540
Total Current Assets 507,696 402,600

Other Assets
Right of use asset 50,122 —
Property and equipment, net 1,254 1,974
Intangible assets, net 236,236 320,806
Goodwill 1,837,202 1,837,202

Total Assets $ 2,632,510 $ 2,562,582

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities
Accounts payable $ 96,455 $ 95,031
Operating lease liability, current 27,340 -
Accrued interest - related parties 16,224 204,613
Notes payable to related parties 75,340 1,218,038
Total Current Liabilities 215,359 1,517,682

Long-term liabilities
Operating lease liability, long-term 22,782 —

Total Liabilities 238,141 1,517,682

Commitments and contingencies (Notes 6 and 8)

Stockholders’ Equity:
Preferred stock $0.001 par value; 5,000,000 shares authorized; 815,884 and 777,654 issued and outstanding, respectively 816 778
Common stock $0.001 par value; 495,000,000 shares authorized; 44,750,479 and 30,746,865 shares issued and outstanding, respectively 44,751 30,748
Additional paid-in capital 80,905,557 79,151,240
Accumulated deficit (79,917,424 ) (79,475,968 )

Total Cannabis Sativa, Inc. Stockholders’ Equity 1,033,700 (293,202 )

Non-Controlling Interest 1,360,669 1,338,102

Total Stockholders’ Equity 2,394,369 1,044,900

Total Liabilities and Stockholders’ Equity $ 2,632,510 $ 2,562,582

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

~~FS - 2~~

~~CANNABIS SATIVA, INC.~~

~~CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED~~

Three Months Ended Six Months Ended
June 30, June 30, June 30, June 30,
2022 2021 2022 2021

Revenues $ 456,088 $ 506,889 $ 879,789 $ 989,239
Cost of Revenues 170,541 194,919 329,230 378,422
Gross Profit 285,547 311,970 550,559 610,817

Operating Expenses
Professional fees 89,502 201,182 211,408 320,921
Depreciation and amortization 42,354 42,882 84,707 85,763
Wages and salaries 184,150 187,553 370,911 337,398
Advertising 15,308 141,020 31,529 233,431
General and administrative 128,762 229,268 356,364 595,920
Total Operating Expenses 460,076 801,905 1,054,919 1,573,433

Loss from Operations (174,529 ) (489,935 ) (504,360 ) (962,616 )

Other (Income) and Expenses
Unrealized loss (gain) on equity securities 142,012 (74,485 ) (104,642 ) (225,485 )
Gain on sale of investment securities — (9,030 ) — (9,030 )
Interest expense 1,995 23,693 19,171 32,030
Total Other (Income) Expenses, Net 144,007 (59,822 ) (85,471 ) (202,485 )

Loss Before Income Taxes (318,536 ) (430,113 ) (418,889 ) (760,131 )
Income Taxes — — — —
Net Loss From Continuing Operations (318,536 ) (430,113 ) (418,889 ) (760,131 )

Net Income (Loss) from Discontinued Operations
Operating loss on discontinued operations — (72,171 ) — (234,205 )
Gain on sale of subsidiaries — 164,470 — 164,470

Net Income (Loss) from Discontinued Operations — 92,299 — (69,735 )
Net Loss (318,536 ) (337,814 ) (418,889 ) (829,866 )

Loss attributable to non-controlling interest - GK Manufacturing — (34,972 ) — (114,467 )
Loss attributable to non-controlling interest - iBudTender — (644 ) — (1,614 )
Income attributable to non-controlling interest - PrestoCorp 32,029 158,310 22,567 166,713
Net Loss Attributable To Cannabis Sativa, Inc. $ (350,565 ) $ (460,508 ) $ (441,456 ) $ (880,498 )

Net Loss for the Period per Common Share: Basic & Diluted
From continuing operations $ (0.01 ) $ (0.01 ) $ (0.01 ) $ (0.03 )
From discontinued operations 0.00 0.00 0.00 0.00
Total $ (0.01 ) $ (0.01 ) $ (0.01 ) $ (0.03 )

Weighted Average Common Shares Outstanding:
Basic & Diluted 31,394,764 28,950,275 31,370,814 28,471,860

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

~~FS - 3~~

~~CANNABIS SATIVA, INC.~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 and 2021 - UNAUDITED~~

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 - April 1, 2021 995,692 $ 996 28,455,056 $ 28,455 $ 78,134,094 $ (77,448,329 ) $ 1,202,201 $ 46,294 $ (342,562 ) $ 1,621,149
Conversion of Preferred to Common (120,106 ) (120 ) 120,106 120 — — — — — —
Shares issued for services 51,371 51 535,627 537 415,703 — — — — 416,291
Sale of non controlling interest — — — — — — — (45,650 ) 377,534 331,884
Net income (loss) for the period — — — — — (460,508 ) 158,310 (644 ) (34,972 ) (337,814 )

Balance - June 30, 2021 926,957 $ 927 29,110,789 $ 29,112 $ 78,549,797 $ (77,908,837 ) $ 1,360,511 $ — $ — $ 2,031,510

Balance - April 1, 2022 777,654 $ 778 30,746,865 $ 30,748 $ 79,151,240 $ (79,566,859 ) $ 1,328,640 $ — $ — $ 944,547
Conversion of preferred to common (1:1) (131,880 ) (132 ) 131,880 132 — — — — — —
Conversion of preferred to common (19:1) (288,223 ) (288 ) 5,476,237 5,476 (5,188 ) — — — — —
Shares issued for services 458,333 458 1,306,242 1,306 348,743 — — — — 350,507
Shares issued in consideration of notes and interest payable - related parties — — 7,089,255 7,089 1,410,762 — — — — 1,417,851
Net income (loss) for the period — — — — — (350,565 ) 32,029 — — (318,536 )

Balance - June 30, 2022 815,884 $ 816 44,750,479 $ 44,751 $ 80,905,557 $ (79,917,424 ) $ 1,360,669 $ �� $ — $ 2,394,369

Balance - January 1, 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 (288,072 ) (288 ) 288,072 288 — — — — — —
Cash proceeds from sale of stock — — 10,466 10 4,990 — — — — 5,000
Shares issued for services 124,901 125 1,414,629 1,415 904,737 — — — — 906,277
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) for the period — — — — — (880,498 ) 166,713 (1,614 ) (114,467 ) (829,866 )
Balance - June 30, 2021 926,957 $ 927 29,110,789 $ 29,112 $ 78,549,797 $ (77,908,837 ) $ 1,360,511 $ — $ — $ 2,031,510

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) (131,880 ) (132 ) 131,880 132 — — — — — —
Conversion of preferred to common (19:1) (288,223 ) (288 ) 5,476,237 5,476 (5,188 ) — — — — —
Shares issued for services 458,333 458 1,306,242 1,306 348,743 — — — — 350,507
Shares issued in consideration of notes and interest payable - related parties — — 7,089,255 7,089 1,410,762 — — — — 1,417,851
Net income (loss) for the period — — — — — (441,456 ) 22,567 — — (418,889 )

Balance - June 30, 2022 815,884 $ 816 44,750,479 $ 44,751 $ 80,905,557 $ (79,917,424 ) $ 1,360,669 $ — $ — $ 2,394,369

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

~~FS - 4~~

~~CANNABIS SATIVA, INC.~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED~~

For the six months ended June 30, 2022 2021

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss for the period $ (418,889 ) $ (829,866 )
Adjustments to reconcile net loss for the period to net cash provided (used) by operating activities:
Unrealized loss (gain) on equity securities (104,642 ) (225,485 )
Gain on sale of investment securities — (9,030 )
Depreciation and amortization 84,707 102,712
Gain on sale of subsidiaries — (143,270 )
Stock issued for services 350,507 886,277
Loss on disposal of equipment 583 —
Note payable issued for services 30,000
Changes in Assets and Liabilities:
Accounts receivable — (6,447 )
Inventories — 27,499
Prepaid consulting and other current assets — 12,930
Accounts payable and accrued expenses 1,424 33,610
Accrued interest - related parties 15,424 28,920
Customer deposits — 1,341
Net Cash Provided by (Used in) Operating Activities (40,886 ) (120,809 )

Cash Flows from Investing Activities:
Cash transferred on sale of Minority Interest — (21,321 )
Proceeds from sale of subsidiaries — 38,342
Net Cash Provided by (Used in) Investing Activities — 17,021

Cash Flows from Financing Activities:
Proceeds from sale of common stock — 5,000
Proceeds from advances from related parties — 48,258
Proceeds from related parties notes payable, net 41,340 40,500
Net Cash Provided by Financing Activities 41,340 93,758

NET CHANGE IN CASH 454 (10,030 )

CASH AT BEGINNING OF PERIOD 194,060 322,107

CASH AT END OF PERIOD $ 194,514 $ 312,077

Supplemental Disclosures of Non Cash Activities:
Noncash investing and financing activities:
Sale of minority interests stock received $ — $ 600,000
Shares issued in consideration of notes and interest payable - related parties $ 1,417,851 $ —
Recognition of operating lease liability and right of use asset $ 56,595 $ —

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

~~FS - 5~~

~~CANNABIS SATIVA, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~For the Three and Six Months Ended June 30, 2022 and 2021~~

1. ~~Organization and Summary of Significant Accounting Policies~~

~~Nature of Business:~~

●

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

Our primary operations for the years ended December 31, 2021 and 2020 were through PrestoCorp, which provides telemedicine online referral services for customers desiring medical marijuana cards in states where medical marijuana has been legalized. The Company is actively seeking new business opportunities for acquisition and is continually reviewing opportunities for product and brand development through our Wild Earth, Hi Brands, and KPAL subsidiaries.

~~Basis of Presentation~~

Operating results for the three and six months ended June 30, 2022 may not be indicative of the results expected for the full year ending December 31, 2022. For further information, refer to the financial statements and notes thereto in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the Company’s financial position as of June 30, 2022, and its results of operations, cash flows, and changes in stockholders’ equity for the three and six months ended June 30, 2022. The financial statements do not include all of the information and notes required by accounting principles generally accepted in the United States (‘GAAP”) for complete financial statements.

~~Principles of Consolidation:~~

~~FS - 6~~

~~CANNABIS SATIVA, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~For the Three and Six Months Ended June 30, 2022 and 2021~~

~~Going Concern:~~

~~The Company has an accumulated deficit of $79,917,424~~ at June 30, 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.

~~Use of Estimates:~~

~~Net Loss per Share:~~

Basic net loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding for the period and contains no dilutive securities. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of the Company. Potentially dilutive shares are excluded from the calculation of diluted net loss per share because the effect is anti-dilutive. For the three and six months ended June 30, 2022 and 2021, the Company had ~~175,000~~ ~~and~~ ~~175,000~~ ~~outstanding warrants, respectively, and~~ ~~1,104,107~~ ~~and~~ ~~777,654~~ ~~shares of convertible preferred stock, respectively, that would be dilutive to future periods net income if converted.~~

~~Recent Accounting Pronouncement:~~

~~Accounting Standards Updates Adopted~~

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12 Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The update is to address issues identified as a result of the complexity associated with applying generally accepted accounting principles for certain financial instruments with characteristics of liabilities and equity. The update is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years and with early adoption permitted. Adoption of this update had no impact on the Company’s consolidated financial statements.

~~FS - 7~~

~~CANNABIS SATIVA, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~For the Three and Six Months Ended June 30, 2022 and 2021~~

2. ~~Intangibles and Goodwill~~

~~The Company considers all intangibles to be definite-lived assets with lives of~~ 5 to 10 ~~years. Intangibles consisted of the following at June 30, 2022 and December 31, 2021:~~

Schedule of Intangible Assets and Goodwill
June 30, December 31,
2022 2021
CBDS.com website (Cannabis Sativa) $ 13,999 $ 13,999
Intellectual Property Rights (PrestoCorp) 240,000 240,000
Patents and Trademarks (KPAL) 1,281,411 1,281,411
Total Intangibles 1,535,410 1,535,410
Less: Accumulated Amortization (1,299,174 ) (1,214,604 )
Net Intangible Assets $ 236,236 $ 320,806

~~Amortization expense for each of the three and six months ended June 30, 2022 and 2021 were $42,285~~ ~~and $84,570, respectively.~~

~~Amortization of intangibles through 2027 is:~~

Schedule of Amortization
July 1, 2022 to June 30, 2023 $ 153,137
July 1, 2023 to June 30, 2024 78,430
July 1, 2024 to June 30, 2025 932
July 1, 2025 to June 30, 2026 932
July 1, 2026 to June 30, 2027 932

~~Goodwill in the amount of $3,010,202~~ ~~was recorded as part of the acquisition of PrestoCorp that occurred on August 1, 2017. Cumulative impairment of the PrestoCorp goodwill totals $1,173,000~~ ~~as of June 30, 2022 and December 31, 2021. The balance of goodwill at June 30, 2022 and December 31, 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.~~

~~FS - 8~~

~~CANNABIS SATIVA, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~For the Three and Six Months Ended June 30, 2022 and 2021~~

~~During the six months ended June 30, 2021, the Company recognized a gain on sale of subsidiaries of $164,736~~ 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:

Summary of value of the consideration received
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 (8,704 )
Total net assets 103,646
Gain on sale of subsidiaries $ 164,470

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 June 30, 2021 are provided below.

~~Summary of the discontinued operations of GKMP and iBud~~
	~~January 1 to~~
~~Discontinued Operations~~	June 30, 2021

~~REVENUE~~		~~75,866~~
~~Cost of revenues~~		~~91,316~~
~~Gross profit~~		~~(15,450~~	)
~~EXPENSES~~
~~Professional fees~~		-
~~Depreciation and amortization~~		~~5,861~~
~~Wages and salaries~~		~~106,224~~
~~Advertising~~		~~1,693~~
~~General and administrative~~		~~102,833~~
~~Interest expense~~		~~2,144~~
~~Total expenses~~		~~218,755~~
~~NET LOSS FROM DISCONTINUED OPERATIONS~~		~~(234,205~~	)

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 and 6, the Company had additional related party transactions during the three and six months ended June 30, 2022 and 2021.~~

The Company has received funds from borrowings on notes payable and advances from related parties and officers of the Company to cover operating expenses. Related parties include the officers and directors of the Company and a significant shareholder holding in excess of 10% of the Company’s outstanding shares.

~~During the six months ended June 30, 2022, David Tobias loaned $41,340~~ ~~cash to the Company for notes payable bearing interest at the rate of~~ 5~~% per annum due on~~ ~~December 31, 2022. In the six months ended June 30, 2022, the Company and Cathy Carroll, director, entered into a note payable for $30,000~~ ~~for compensation due her for services. Ms. Carroll’s note bears interest at~~ 5~~% per annum and is due~~ ~~December 31, 2022~~.

~~FS - 9~~

~~CANNABIS SATIVA, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~For the Three and Six Months Ended June 30, 2022 and 2021~~

~~During the three and six months ended June 30, 2022 and 2021, the Company recorded interest expense related to notes payable to related parties at the rates between~~ 5~~% and~~ 8~~% per annum in the amounts of $1,995~~ ~~(2021: $23,693) and $19,171~~ ~~(2021: $32,030), respectively.~~

~~During the six months ended June 30, 2022, the Company issued~~ ~~7,089,255~~ ~~shares of common stock in settlement of $1,214,038~~ ~~in related party notes payable and $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 2021, the Company received short-term advances from the principals of GKMP in the amounts of $48,083 bringing the balance due to $67,058. These advances are not interest bearing. The advances were assumed by the acquirer of GKMP and are no longer an obligation of the Company. See Note 3.

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

Schedule of related party advance and note payable
Related party notes Accrued interest Total
June 30, 2022
David Tobias, CEO & Director $ 41,340 $ 12,482 $ 53,822
New Compendium, greater than 10% Shareholder - 1,906 1,906
Cathy Carroll, Director 30,000 986 30,986
Other Affiliates 4,000 850 4,850
Totals $ 75,340 $ 16,224 $ 91,564

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

~~In the three and six months ended June 30, 2022 and 2021, the Company incurred approximately $12,500~~ ~~(2021: $27,778) and $26,389~~ ~~(2021: $55,556~~), respectively, for consulting services from a nephew of the Company’s president. The services for the three and six months ended June 30, 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.

~~FS - 10~~

~~CANNABIS SATIVA, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~For the Three and Six Months Ended June 30, 2022 and 2021~~

5. ~~Investments~~

~~At June 30, 2022 and December 31, 2021, the Company owns~~ ~~8,238,769~~ ~~shares respectively, of common stock of Medical Cannabis Payment Solutions (ticker: REFG). At June 30, 2022 and December 31, 2021, the fair value of the investment in REFG was $13,182~~ ~~and $25,540, respectively. The Company recognized a loss on the change in fair value of $28,012~~ ~~(2021: $162,215) and $12,358~~ ~~(2021: $11,215) during the three and six months ended June 30, 2022 and 2021, respectively.~~

~~In 2021, the Company received~~ ~~1,500,000~~ ~~shares of common stock and~~ ~~1,500,000~~ shares of preferred stock of THC Pharmaceuticals Inc. (ticker: CBDG). The CBDG shares were received as consideration for the sale of the Company’s majority interest in iBud and GKMP in the year ended December 31, 2021. On the date of sale, the shares were valued at fair value which was $~~0.20~~ ~~per share or $600,000~~ ~~in the aggregate. 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 June 30, 2022 and December 31, 2021 was $~~300,000~~ ~~and $183,000~~ ~~resulting in a (gain) loss of $114,000~~ ~~(2021: ($236,700)) and ($117,000) (2021: ($236,700)) for the change in fair value during the three and six months ended June 30, 2022 and 2021, respectively.~~

6. ~~Stockholders’ Equity~~

~~Change in Authorized Shares~~

~~The Company increased the number of authorized common shares the Company is authorized to issue to~~ ~~495,000,000~~. 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 on August 8, 2022.

~~Securities Issuances~~

~~During the six months ended June 30, 2022, shares of common stock and preferred stock were issued to related and non-related parties for the purposes indicated, as follows:~~

Common Stock and Preferred stock issued to related and Non Related Parties
Share Issuances in the Six Months
Ended June 30, 2022
Services Common Preferred Value
Related Parties
David Tobias, Officer, Director - 458,333 $ 90,000
Brad Herr, Officer, Director 458,333 - 90,000
Robert Tankson, Director 28,646 - 5,625
Trevor Reed, Director 28,646 - 5,625
Total related party issuances 515,625 458,333 191,250
Non-related party issuances 790,617 - 159,257
Total shares for services 1,306,242 458,333 350,507
Shares issued in consideration of notes and accrued interest - related parties 7,089,255 - 1,417,851
Conversion of preferred to common (1:1) 131,880 (131,880 ) -
Conversion of preferred to common (19:1) 5,476,237 (288,223 ) -
Aggregate Totals 14,003,614 38,230 $ 1,768,358

~~FS - 11~~

~~CANNABIS SATIVA, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~For the Three and Six Months Ended June 30, 2022 and 2021~~

~~During the six months ended June 30, 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 Six Months
Ended June 30, 2021

Services Common Preferred Value
Related Parties
David Tobias, Officer, Director - 124,901 $ 75,000
Brad Herr, Officer, Director 208,167 - 125,000
Robert Tankson, Director 30,357 - 17,461
Cathy Carroll, Director 124,901 - 75,000
Trevor Reed, Director 20,817 - 12,500
Total related party issuances 384,242 124,901 304,961
Non-related party issuances 1,030,387 - 601,316
Total shares for services 1,414,629 124,901 906,277
Preferred stock converted to common 288,072 (288,072 ) -
Issuance for cash 10,466 - 5,000
Shares cancelled (55,556 ) - (20,000 )
Aggregate Totals 1,657,611 (163,171 ) $ 891,277

~~During the six months ended June 30, 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 six months ended June 30, 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 8, Subsequent Events). 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 three and six months ended June 30, 2022.

7. ~~Commitments and Contingencies~~

~~Leases.~~

~~PrestoCorp leased office space through WeWork in New York on a month-to-month arrangement. On April 12, 2022, PrestoCorp signed a new lease in New York with Spaces for a~~ ~~two-year term at $2,590 per month expiring in April 2024.~~ ~~Rent expense for the three months ended June 30, 2022 and 2021 was $2,602~~ ~~and $4,592, respectively, and for the six months ended June 30, 2022 and 2021 was $21,325~~ ~~and $9,480, respectively. 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:~~

Schedule of future lease payments
From July 1, 2022 to June 30, 2023 $ 31,080
From July 1 2023 to April 30, 2024 23,310
Less imputed interest (4,268 )
Net lease liability 50,122
Current Portion (27,340 )
Long-term portion $ 22,782

~~FS - 12~~

~~CANNABIS SATIVA, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~For the Three and Six Months Ended June 30, 2022 and 2021~~

~~Litigation.~~

In the ordinary course of business, we may face various claims brought by third parties and we may, from time to time, make claims or take legal actions to assert our rights, including intellectual property disputes, contractual disputes and other commercial disputes. Any of these claims could subject us to litigation. As of June 30, 2022, no claims are outstanding.

8. ~~Subsequent Events~~

On August 8, 2022, the Company entered into a Merger Agreement (the “Merger Agreement”) with MJ Harvest, Inc. (“MJHI”). Pursuant to the Merger Agreement, MJHI will merge with and into the Company and the Company will be the surviving corporation in the Merger. The Merger is expected to be consummated once the shareholders of the Company and the shareholders of MJHI approve the Merger which management expects will be completed early in the fourth quarter of calendar year 2022. The terms of the Merger Agreement are summarized below:

●

~~The name of the surviving company in the Merger will be Cannabis Sativa, Inc.~~

●

~~Each share of MJHI common stock outstanding on the effective date of the Merger will be converted into 2.7 shares of CBDS Common Stock.~~

●

~~The Merger is subject to majority approval of the shareholders of both MJHI and CBDS.~~

●

The shareholders of MJHI and CBDS will have rights to dissent from the Merger, and, if the notice of dissent is properly given, the dissenting shareholders may be paid fair value for such dissented shares.

●

~~The Board of Directors of the surviving company following the Merger is intended to consist of Patrick Bilton, Brad Herr, 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, and Brad Herr - Chief Financial 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.~~

~~On July 8, 2022, David Tobias converted~~ ~~120,176~~ ~~shares of preferred stock into~~ ~~120,176~~ ~~common shares at a conversion rate of~~ ~~1:1.. On August 18, 2022, David Tobias converted all of his remaining preferred shares (695,708~~ ~~in the aggregate) into~~ ~~1,391,416~~ ~~common shares at a conversion rate of~~ ~~2:1~~.

~~FS - 13~~

October 1, 2022 to September 30, 2023	$	151,686
October 1, 2023 to September 30, 2024		40,742
October 1, 2024 to September 30, 2025		932
October 1, 2025 to September 30, 2026		932
October 1, 2026 to September 30, 2027		932

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	)

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

	January 1 to
	September 30,
*Discontinued Operations*	2021
REVENUE		75,866
Cost of revenues		91,316
Gross profit		(15,450	)
EXPENSES
Depreciation and amortization		5,861
Wages and salaries		106,224
Advertising		1,693
General and administrative		102,833
Interest expense		2,144
Total expenses		218,755
NET LOSS FROM DISCONTINUED OPERATIONS		(234,205	)

	Related party notes		Accrued interest		Total
	September 30, 2022
David Tobias, CEO & Director	$	38,540	$	12,482	$	51,022
New Compendium, greater than 10% Shareholder		-		1,906		1,906
Cathy Carroll, Director		45,000		986		45,986
Other Affiliates		4,000		950		4,950
Totals	$	87,540	$	16,324	$	103,864

	Share Issuances in the Nine Months Ended September 30, 2022
Services	Common		Preferred			Value
Related Parties
David Tobias, Officer, Director		-		458,333		$	90,000
Brad Herr, Officer, Director		458,333		-			90,000
Robert Tankson, Director		28,646		-			5,625
Trevor Reed, Director		28,646		-			5,625
Total related party issuances		515,625		458,333			191,250
Non-related party issuances		790,617		-			159,257
Total shares for services		1,306,242		458,333			350,507
Shares issued in consideration of notes and accrued interest - related parties		7,089,255		-			1,417,851
Conversion of preferred to common (1:1)		252,056		(252,056	)		-
Conversion of preferred to common (19:1)		5,476,237		(288,223	)		-
Aggregate Totals		14,123,790		(81,946	)	$	1,768,358

From October 1, 2022 to September 30, 2023	$	31,080
From October 1, 2023 to September 30, 2024		15,540
Less imputed interest		(3,135	)
Net lease liability		43,485
Current Portion		(28,263	)
Long-term portion	$	15,222

	·	The name of the surviving company in the Merger will be Cannabis Sativa, Inc.
	·	Each share of MJHI common stock outstanding on the effective date of the Merger will be converted into 2.7 shares of CBDS Common Stock.
	·	The Merger is subject to majority approval of the shareholders of both MJHI and CBDS.
	·	The shareholders of MJHI and CBDS will have rights to dissent from the Merger, and, if the notice of dissent is properly given, the dissenting shareholders may be paid fair value for such dissented shares.
	·	The Board of Directors of the surviving company following the Merger is intended to consist of Patrick Bilton, Brad Herr, 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 and 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.

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


	June 30,			December 31,
	2022			2021
ASSETS
Current Assets
Cash	$	194,514		$	194,060
Investment in equity securities, at fair value		313,182			208,540
Total Current Assets		507,696			402,600

Other Assets
Right of use asset		50,122			—
Property and equipment, net		1,254			1,974
Intangible assets, net		236,236			320,806
Goodwill		1,837,202			1,837,202


Total Assets	$	2,632,510		$	2,562,582

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities
Accounts payable	$	96,455		$	95,031
Operating lease liability, current		27,340			-
Accrued interest - related parties		16,224			204,613
Notes payable to related parties		75,340			1,218,038
Total Current Liabilities		215,359			1,517,682

Long-term liabilities
Operating lease liability, long-term		22,782			—

Total Liabilities		238,141			1,517,682

Commitments and contingencies (Notes 6 and 8)

Stockholders’ Equity:
Preferred stock $0.001 par value; 5,000,000 shares authorized; 815,884 and 777,654 issued and outstanding, respectively		816			778
Common stock $0.001 par value; 495,000,000 shares authorized; 44,750,479 and 30,746,865 shares issued and outstanding, respectively		44,751			30,748
Additional paid-in capital		80,905,557			79,151,240
Accumulated deficit		(79,917,424	)		(79,475,968	)

Total Cannabis Sativa, Inc. Stockholders’ Equity		1,033,700			(293,202	)

Non-Controlling Interest		1,360,669			1,338,102

Total Stockholders’ Equity		2,394,369			1,044,900

Total Liabilities and Stockholders’ Equity	$	2,632,510		$	2,562,582


	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 - April 1, 2021		995,692		$	996			28,455,056		$	28,455		$	78,134,094		$	(77,448,329	)	$	1,202,201	$	46,294		$	(342,562	)	$	1,621,149
Conversion of Preferred to Common		(120,106	)		(120	)		120,106			120			—			—			—		—			—			—
Shares issued for services		51,371			51			535,627			537			415,703			—			—		—			—			416,291
Sale of non controlling interest		—			—			—			—			—			—			—		(45,650	)		377,534			331,884
Net income (loss) for the period		—			—			—			—			—			(460,508	)		158,310		(644	)		(34,972	)		(337,814	)

Balance - June 30, 2021		926,957		$	927			29,110,789		$	29,112		$	78,549,797		$	(77,908,837	)	$	1,360,511	$	—		$	—		$	2,031,510

Balance - April 1, 2022		777,654		$	778			30,746,865		$	30,748		$	79,151,240		$	(79,566,859	)	$	1,328,640	$	—		$	—		$	944,547
Conversion of preferred to common (1:1)		(131,880	)		(132	)		131,880			132			—			—			—		—			—			—
Conversion of preferred to common (19:1)		(288,223	)		(288	)		5,476,237			5,476			(5,188	)		—			—		—			—			—
Shares issued for services		458,333			458			1,306,242			1,306			348,743			—			—		—			—			350,507
Shares issued in consideration of notes and interest payable - related parties		—			—			7,089,255			7,089			1,410,762			—			—		—			—			1,417,851
Net income (loss) for the period		—			—			—			—			—			(350,565	)		32,029		—			—			(318,536	)

Balance - June 30, 2022		815,884		$	816			44,750,479		$	44,751		$	80,905,557		$	(79,917,424	)	$	1,360,669	$	��		$	—		$	2,394,369

Balance - January 1, 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		(288,072	)		(288	)		288,072			288			—			—			—		—			—			—
Cash proceeds from sale of stock		—			—			10,466			10			4,990			—			—		—			—			5,000
Shares issued for services		124,901			125			1,414,629			1,415			904,737			—			—		—			—			906,277
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) for the period		—			—			—			—			—			(880,498	)		166,713		(1,614	)		(114,467	)		(829,866	)
Balance - June 30, 2021		926,957		$	927			29,110,789		$	29,112		$	78,549,797		$	(77,908,837	)	$	1,360,511	$	—		$	—		$	2,031,510

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)		(131,880	)		(132	)		131,880			132			—			—			—		—			—			—
Conversion of preferred to common (19:1)		(288,223	)		(288	)		5,476,237			5,476			(5,188	)		—			—		—			—			—
Shares issued for services		458,333			458			1,306,242			1,306			348,743			—			—		—			—			350,507
Shares issued in consideration of notes and interest payable - related parties		—			—			7,089,255			7,089			1,410,762			—			—		—			—			1,417,851
Net income (loss) for the period		—			—			—			—			—			(441,456	)		22,567		—			—			(418,889	)

Balance - June 30, 2022		815,884		$	816			44,750,479		$	44,751		$	80,905,557		$	(79,917,424	)	$	1,360,669	$	—		$	—		$	2,394,369


For the six months ended June 30,	2022			2021

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss for the period	$	(418,889	)	$	(829,866	)
Adjustments to reconcile net loss for the period to net cash provided (used) by operating activities:
Unrealized loss (gain) on equity securities		(104,642	)		(225,485	)
Gain on sale of investment securities		—			(9,030	)
Depreciation and amortization		84,707			102,712
Gain on sale of subsidiaries		—			(143,270	)
Stock issued for services		350,507			886,277
Loss on disposal of equipment		583			—
Note payable issued for services		30,000
Changes in Assets and Liabilities:
Accounts receivable		—			(6,447	)
Inventories		—			27,499
Prepaid consulting and other current assets		—			12,930
Accounts payable and accrued expenses		1,424			33,610
Accrued interest - related parties		15,424			28,920
Customer deposits		—			1,341
Net Cash Provided by (Used in) Operating Activities		(40,886	)		(120,809	)

Cash Flows from Investing Activities:
Cash transferred on sale of Minority Interest		—			(21,321	)
Proceeds from sale of subsidiaries		—			38,342
Net Cash Provided by (Used in) Investing Activities		—			17,021

Cash Flows from Financing Activities:
Proceeds from sale of common stock		—			5,000
Proceeds from advances from related parties		—			48,258
Proceeds from related parties notes payable, net		41,340			40,500
Net Cash Provided by Financing Activities		41,340			93,758

NET CHANGE IN CASH		454			(10,030	)

CASH AT BEGINNING OF PERIOD		194,060			322,107

CASH AT END OF PERIOD	$	194,514		$	312,077

Supplemental Disclosures of Non Cash Activities:
Noncash investing and financing activities:
Sale of minority interests stock received	$	—		$	600,000
Shares issued in consideration of notes and interest payable - related parties	$	1,417,851		$	—
Recognition of operating lease liability and right of use asset	$	56,595		$	—

Schedule of Amortization
July 1, 2022 to June 30, 2023	$	153,137
July 1, 2023 to June 30, 2024		78,430
July 1, 2024 to June 30, 2025		932
July 1, 2025 to June 30, 2026		932
July 1, 2026 to June 30, 2027		932

Schedule of related party advance and note payable
	Related party notes		Accrued interest		Total
	June 30, 2022
David Tobias, CEO & Director	$	41,340	$	12,482	$	53,822
New Compendium, greater than 10% Shareholder		-		1,906		1,906
Cathy Carroll, Director		30,000		986		30,986
Other Affiliates		4,000		850		4,850
Totals	$	75,340	$	16,224	$	91,564


Common Stock and Preferred stock issued to related and Non Related Parties
	Share Issuances in the Six Months Ended June 30, 2022
Services	Common		Preferred			Value
Related Parties
David Tobias, Officer, Director		-		458,333		$	90,000
Brad Herr, Officer, Director		458,333		-			90,000
Robert Tankson, Director		28,646		-			5,625
Trevor Reed, Director		28,646		-			5,625
Total related party issuances		515,625		458,333			191,250
Non-related party issuances		790,617		-			159,257
Total shares for services		1,306,242		458,333			350,507
Shares issued in consideration of notes and accrued interest - related parties		7,089,255		-			1,417,851
Conversion of preferred to common (1:1)		131,880		(131,880	)		-
Conversion of preferred to common (19:1)		5,476,237		(288,223	)		-
Aggregate Totals		14,003,614		38,230		$	1,768,358

Schedule of future lease payments
From July 1, 2022 to June 30, 2023	$	31,080
From July 1 2023 to April 30, 2024		23,310
Less imputed interest		(4,268	)
Net lease liability		50,122
Current Portion		(27,340	)
Long-term portion	$	22,782