1. Summary of Significant Accounting Policies and Use of Estimates (Policies) | 9 Months Ended |
Sep. 30, 2014 |
Policies | ' |
Presentation of Interim Information: | ' |
Presentation of Interim Information: |
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The condensed consolidated financial statements included herein have been prepared by Cannabis Sativa, Inc., formerly named Ultra Sun Corp. (“we”, “us”, “our” or “Company”), without audit, pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”) and should be read in conjunction with the current reports on Form 8-K filed with the SEC July 18, 2013, August 13, 2013 and July 7, 2014. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted, as permitted by the SEC, although we believe the disclosures, which are made, are adequate to make the information presented not misleading. Further, the condensed financial statements reflect, in the opinion of management, all normal recurring adjustments necessary to present fairly our financial position at September 30, 2014, and the results of our operations and cash flows for the periods presented. |
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Interim results are subject to significant seasonal variations and the results of operations for the period ended September 30, 2014 are not necessarily indicative of the results to be expected for the full year. |
Nature of Corporation: | ' |
Nature of Corporation: |
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The Company was incorporated under the laws of the State of Nevada on November 5, 2004 under the name Ultra Sun Corp. The Company’s previous operations were in operating a tanning salon business. The Company sold its tanning salon business on September 30, 2013 and plans to conduct all business through its subsidiaries Wild Earth Naturals Inc. (“Wild Earth”) and Kush (“Kush”). On November 13, 2013, the Company filed a Certificate of Amendment to its Articles of Incorporation to change its name to “Cannabis Sativa, Inc.,” effective November 18, 2013. |
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Wild Earth was incorporated under the laws of the State of Nevada on April 9, 2013 for the purpose of operating an herbal products’ business. |
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Kush was incorporated under the laws of the State of Nevada on January 24, 2013 for the purpose of researching, developing and licensing specialized natural cannabis products, including cannabis formulas, edibles, topicals, strains, recipes and delivery systems. |
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On July 12, 2013, the Company, Ultra Merger Corp., a Nevada corporation (“Merger Corp.”) and Wild Earth entered into an Agreement and Plan of Reorganization dated as of July 12, 2013 (the “ Reorganization Agreement”) pursuant to which the Company formed Merger Corp. as a new, wholly-owned subsidiary of the Company, Merger Corp. was merged into Wild Earth with Wild Earth continuing as the surviving corporation, and the Company issued 6,500,000 shares of its restricted common stock to the stockholders of Wild Earth in exchange for all the issued and outstanding shares of Wild Earth capital stock (the “Reorganization”). As a result of the Reorganization, Wild Earth became a wholly owned subsidiary of the Company and the Company had a total of 7,825,000 shares of common stock outstanding of which 6,500,000 or 83.1% were issued to the Wild Earth stockholders. The Reorganization resulted in a change in control of the Company. |
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The transaction has been treated as a recapitalization of the Company and its subsidiaries, with the Company (the legal acquirer of Wild Earth and its subsidiaries) considered the accounting acquiree, and Wild Earth, whose management took control of the Company (the legal acquiree of the Company) considered the accounting acquirer. The Company did not recognize goodwill or any intangible assets in connection with the transaction. All costs related to the transaction are being charged to operations as incurred. The 6,500,000 shares of common stock issued in conjunction with the Reorganization have been presented as outstanding for all periods. The historical consolidated financial statements include the operations of the accounting acquirer for all periods presented. |
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On June 30, 2014, the Company, CBDS Merger Corp., a Nevada corporation (“Merger Corp.”), and KUSH, a Nevada corporation (“Kush”) entered into an Agreement and Plan of Reorganization dated as of June 30, 2014 (the “ Reorganization Agreement”) pursuant to which the Company formed Merger Corp. as a new, wholly-owned subsidiary of the Registrant, Merger Corp. was merged into Kush with Kush continuing as the surviving corporation, and the Company issued 3,300,667 shares of its restricted common stock to the stockholders of Kush in exchange for all the issued and outstanding shares of Kush capital stock (the “Reorganization”). As a result of the Reorganization, Kush became a wholly owned subsidiary of the Company and the Company had a total of 15,014,738 shares of common stock outstanding, of which 3,300,667 or approximately 22.0% were issued to the Kush stockholders. |
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Pursuant to the terms of the Reorganization Agreement with Kush, at the closing of the Reorganization, the size of the Company’s board of directors was increased from three to five and Steven Kubby and Gary Johnson, directors of Kush, were appointed as directors. In addition, Steven Kubby was appointed as the Chairman of the Board, David Tobias resigned from his positions as President, CEO and Secretary of the Company and Gary Johnson was appointed as the President, CEO and Secretary, to fill the vacancies created by Mr. Tobias’ resignation. Mr. Tobias continued to serve as a director of the Company and as President and Secretary of Wild Earth Naturals, Inc. |
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On September 29, 2014, the board of directors of the Company accepted the resignation of Barry Tobias from his position as a director of the Company. Also on September 29, 2014, the Company increased the size of the board of directors from five to seven and appointed Stephen Downing, Senator Mike Gravel and Judge James Gary as directors to fill the vacancies created by the resignation of Mr. Tobias and the increase in the size of the board. |
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The following unaudited proforma condensed combined statement of operations reflects the results of operations of CANNABIS SATIVA (formerly Ultra Sun Corp.) for the nine months ended September 30, 2014, the results of operations for WILD EARTH NATURALS for the nine months ended September 30, 2014, and the results of operations for KUSH for the nine months ended September 30, 2014 as if the Companies had been consolidated effective January 1, 2014. |
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| Cannabis Sativa | Wild Earth Naturals | Kush | Proforma |
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Revenue | - | $2,786 | - | 2,786 |
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Cost of revenue | - | 2,018 | - | 2,018 |
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Gross profit | - | 768 | - | 768 |
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General and administrative expense | 5,699 | 262,964 | 278,374 | 547,037 |
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Other expense | | | | |
Realized loss on available-for-sale securities | - | - | 377,440 | 377,440 |
Interest expense | 6,908 | 11,823 | - | 18,731 |
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Loss from continued operations | -12,607 | -274,019 | -655,814 | -942,440 |
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Net loss | ($12,607) | ($274,019) | ($655,814) | ($942,440) |
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The following unaudited proforma condensed combined statement of operations reflects the results of operations of CANNABIS SATIVA (formerly Ultra Sun Corp.) for the nine months ended September 30, 2013, the results of operations for WILD EARTH NATURALS for the period from the date of inception (April 9, 2013) through September 30, 2013, and the results of operations for KUSH for the period from the date of inception (January 24, 2013) through September 30, 2013 as if the Companies had been consolidated effective January 1, 2014. |
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| Cannabis Sativa | Wild Earth Naturals | Kush | Proforma |
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Revenue | - | $109 | - | $109 |
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Cost of revenue | - | - | - | - |
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Gross profit | - | 109 | - | 109 |
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General and administrative expense | - | 123,671 | 2,229 | 125,900 |
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Other expense | | | | |
Interest expense | 1,599 | - | - | 1,599 |
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Loss from continued operations | -1,599 | -123,562 | -2,229 | -127,390 |
Loss from discontinued operations | -34,044 | | | |
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Net loss | ($35,643) | ($123,562) | ($2,229) | ($127,390) |
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Use of Estimates, Policy | ' |
Use of Estimates: |
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The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Principles of Consolidation | ' |
Principles of Consolidation |
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The financial statements include the accounts of Cannabis Sativa Inc. and its subsidiaries. Intercompany transactions and balances have been eliminated. Equity investments through which we exercise significant influence over but do not control the investee and are not the primary beneficiary of the investee’s activities are accounted for using the equity method where applicable. Investments through which we are not able to exercise significant influence over the investee and which do not have readily determinable fair values are accounted for under the cost method where applicable. |
Accounts Receivable | ' |
Accounts Receivable |
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We estimate credit loss reserves for accounts receivable on an individual receivable basis. A specific impairment allowance reserve is established based on expected future cash flows and the financial condition of the debtor. We charge off customer balances in part or in full when it is more likely than not that we will not collect that amount of the balance due. We consider any balance unpaid after the contract payment period to be past due. As of September 30, 2014 the Company has not recorded an allowance for doubtful accounts as it fully expects to receive payment. |
Inventory | ' |
Inventory: |
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The Company calculates inventory using the average cost method to value inventory. Inventory cost includes those costs directly attributable to the product before sale. |
Fair Value of Financial Instruments: | ' |
Fair Value of Financial Instruments: |
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The estimated fair values for financial instruments are determined at discrete points in time based on relevant market information. These estimates involve uncertainties and cannot be determined with precision. The carrying amounts of accounts receivable, inventory, accounts payable, accrued liabilities, and notes payable approximate fair value given their short term nature or effective interest rates. |
Cash and Cash Equivalents | ' |
Cash and Cash Equivalents: |
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For financial accounting purposes, cash and cash equivalents are considered to be all highly liquid investments purchased with an initial maturity of three (3) months or less. |
Intangible Assets | ' |
Intangible Assets: |
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The intangible assets are comprised of patent and trademarks, intellectual property rights, goodwill and the Company’s “CBDS.com” website domain. The intangible assets are being amortized using the straight-line method over its economic life. |
Earnings Per Share | ' |
Earnings per Share: |
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Basic earnings per share is computed by dividing income 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 an entity. As of September 30, 2014, the Company has no outstanding potentially dilutive securities. |
Revenue Recognition | ' |
Revenue Recognition: |
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The Company recognizes revenue from product sales at the time the purchase is made. |
Income Taxes | ' |
Income Taxes: |
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The Company estimates the annual tax rate based on projected taxable income for the full year and records a quarterly income tax provision in accordance with the anticipated annual rate. As the year progresses, we refine the estimates of the year’s taxable income as new information becomes available, including year-to-date financial results. This continual estimation process can result in a change to the expected effective tax rate for the year. When this occurs, the Company adjusts the income tax provision during the quarter in which the change in estimate occurs so that the year-to-date provision reflects the expected annual tax rate. Significant judgment may be required in determining the Company’s effective tax rate and in evaluating our tax positions. |
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The effective income tax rate of 0% for the periods ended September 30, 2014 differed from the statutory rate, due primarily to net operating losses incurred by the Company in the respective periods. For the Nine months ended September 30, 2014 a tax benefit of approximately $134,000 would have been generated. However, all benefits have been fully offset through an allowance account due to the uncertainty of the utilization of the net operating losses. As of September 30, 2014 the Company had net operating losses of approximately $336,000 resulting in a deferred tax asset of approximately $111,000. |
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The Company has established a valuation allowance in the full amount of the deferred tax asset due to the uncertainty of the utilization of operating losses in future periods. |
Pending Accounting Pronouncements | ' |
Pending Accounting Pronouncements: |
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There have been no recent accounting pronouncements issued which are expected to have a material effect on the Company’s financial statements. |