Note 1 - Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2014 |
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Note 1 - Summary of Significant Accounting Policies | NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
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Organization - We were incorporated under the laws of Nevada in November 2005. Our wholly-owned subsidiary Kush was acquired by us in June 2014 in exchange for shares of our common stock. Our wholly-owned subsidiary Wild Earth Naturals, Inc. (“Wild Earth”) was acquired by us in July 2013 in exchange for shares of our common stock. The acquisition of Kush resulted in a change of control of the Company and at or after the closing of the acquisition of Kush, the persons designated by Kush became the officers and directors of the Company. From our inception through September 30, 2013 we were engaged in the tanning salon business and operated a tanning salon in Saratoga Springs, Utah under the name “Sahara Sun Tanning.” As a result of our acquisition of Wild Earth in July 2013, we became engaged in the herbal skin care products business. On September 30, 2013 we sold the assets of the tanning salon business to a third party. As a result of our acquisition of Kush in June 2014, along with our Wild Earth operations we are now engaged in the developing and promoting natural cannabis products. |
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The following unaudited proforma condensed combined statement of operations reflects the results of operations of CANNABIS SATIVA for the year ended December 31, 2014, the results of operations for WILD EARTH NATURALS for the year ended December 31, 2014, and the results of operations for KUSH for the year ended December 31, 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 | $ - | | $3,454 | | $3,697 | | $7,151 |
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Cost of revenue | - | | 2,425 | | - | | 2,425 |
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Gross profit | - | | 1,029 | | 3,697 | | 4,726 |
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Impairment of goodwill | 13,070,346 | | - | | - | | 13,070,346 |
Research and development expense | - | | 3,712 | | | | 3,712 |
General and administrative expense | 819,408 | | 353,885 | | 765,925 | | 1,939,218 |
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Other expense | | | | | | | |
Gain on sale of patent | - | | (49,512) | | - | | (49,512) |
Interest expense | 6,939 | | 19,558 | | - | | 26,497 |
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Loss from continued operations | (13,896,693) | | (326,614) | | (762,228) | | (14,985,535) |
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Net loss | $(13,896,693) | | ($326,614) | | $(762,228) | | $(14,985,535) |
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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 year ended December 31, 2013, the results of operations for WILD EARTH NATURALS for the period from the date of inception (April 9, 2013) through December 31, 2013, and the results of operations for KUSH for the period from the date of inception (January 24, 2013) through December 31, 2014 as if the Companies had been consolidated effective January 1, 2013. |
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| Cannabis Sativa | | Wild Earth Naturals | | Kush | | Proforma |
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Revenue | $- | | $ 813 | | $- | | $ 813 |
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Cost of revenue | - | | 869 | | - | | 869 |
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Gross profit (loss) | - | | (56) | | - | | (56) |
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General and administrative expense | - | | 185,218 | | 89,859 | | 275,077 |
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Other expense | | | | | | | |
Interest expense | 15,755 | | 3,060 | | - | | 18,815 |
Loss on change in fair value of derivative | 32,309,105 | | - | | - | | 32,309,105 |
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Loss from continued operations | (32,324,860) | | (188,334) | | (89,859) | | -32,603,053 |
Loss from discontinued operations | -32,178 | | - | | - | | -32,178 |
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Net loss | ($32,357,038) | | ($188,334) | | ($89,859) | | ($32,635,231) |
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Cash and Cash Equivalents - 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. |
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Accounts Receivable - 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. At December 31, 2014 the company has established an allowance for doubtful accounts of $3,697 which is equal to the full amount of recorded accounts receivable. |
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Inventory - Inventory consists of salves, ointments, lotions, creams and balms and is carried at the lower of cost or market, using the first-in, first-out method (FIFO) of determining cost. At December 31, 2014 $11,144 in raw materials and $6,693 in finished goods inventory. At December 31, 2013 we had $2,457 in raw materials and $1,512 in finished goods inventory. |
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Fixed Assets - Property and equipment are recorded at cost. Depreciation is provided for on the straight-line method over the estimated useful lives of the assets. The average lives range from three (3) to seven (7) years. Leasehold improvements are amortized on the straight-line method over the lesser of the lease term or the useful life. Maintenance and repairs that neither materially add to the value of the property nor appreciably prolong its life are charged to expense as incurred. Betterments or renewals are capitalized when incurred. For the year ended December 31, 2014, depreciation expense was $2,343, of which $2,294 was recorded in General and Administrative expense and $49 was recorded in Cost of Revenues. For the period from inception on April 9, 2013 through December 31, 2013 depreciation expense was $1,163, of which $307 was recorded in Loss from Discontinued Operations and $856 was recorded in General and Administrative expense on the Consolidated Statement of Operations. |
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Intangible Assets - Intangible assets are comprised of patents, trademarks, the Company’s “CBDS.com” website domain and intellectual property rights. The patent is being amortized using the straight-line method over its economic life, which is estimated to be twenty (20) years. The trademark, which is still in the application phase, is expected to have an indefinite useful life. The CBDS.com website is expected to have an indefinite useful life. The intellectual property rights are being amortized using the straight-line month over their economic life, which is estimated to be (20) years. For the year ended December 31, 2014, amortization expense was $76,537. For the period from inception on April 9, 2013 through December 31, 2013 amortization expense was $146, of which $138 was recorded in Loss from Discontinued Operations and $8 was recorded in General and Administrative expense on the Consolidated Statement of Operations. |
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Impairment of Long-Lived Assets - We do not amortize goodwill; however, we annually, or whenever there is an indication that goodwill may be impaired, evaluate qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step quantitative goodwill impairment test. The Company measures the carrying amount of the asset against the estimated discounted future cash flows associated with it. Should the sum of the expected future net discounted cash flows be less than the carrying value of the asset being evaluated, an impairment loss would be recognized. Based on our analysis as of December 31, 2014, the Company recorded goodwill impairment in the amount of $13,070,346. Any future increases in fair value would not result in an adjustment to the impairment loss that is recorded in our consolidated financial statements. |
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We analyze intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. We review the amortization method and period at least at each balance sheet date. The effects of any revision are recorded to operations when the change arises. We recognize impairment when the estimated undiscounted cash flow generated by those assets is less than the carrying amounts of such assets. The amount of impairment is the excess of the carrying amount over the fair value of such assets. |
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Revenue Recognition - The Company recognizes revenue from product sales or services rendered when the following four revenue recognition criteria are met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the selling price is fixed or determinable, and collectability is reasonably assured. |
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Principles of Consolidation - The financial statements include the accounts of Cannabis Sativa Inc. and its Wild Earth Naturals, Inc. and Kush, Inc. 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. |
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Estimates - 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. Significant estimates include, but are not limited to, the estimate of the allowance for doubtful accounts, inventory obsolescence, income taxes, and depreciable lives of long lived assets. |
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Advertising Costs - The Company generally expenses advertising costs as incurred. For the year ended December 31, 2014 advertising expenses was $27,178. For the period from inception on April 9, 2013 through December 31, 2013 advertising expenses was $316 which was recorded in Loss from Discontinued Operations on the Consolidated Statement of Operations. |
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Income Taxes – The Company adopted the provisions of ASC 740-10, Accounting for Uncertainty in Income Taxes, on January 1, 2007, with no material impact on the accompanying financial statements. |
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The Company files income tax returns in the U.S. federal jurisdiction, and the State of Utah. The Company is subject to federal, state and local income tax examinations by tax authorities for approximately the past three years, or in some instances longer periods. |
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Deferred income taxes are provided using the asset and liability method, whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Net deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the net deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates at the date of enactment. |
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When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured, if any, is reflected as a liability for unrecognized tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interests and penalties associated with unrecognized tax benefits, if any, are classified as additional income taxes in the statement of operations. Currently there are no penalties or interest. |
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Fair Value of Financial Instruments – 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 notes payable, accounts payable, accrued liabilities approximate fair value given their short term nature or effective interest rates. |
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Earnings Per Share – Basic net income (loss) per share is calculated pursuant to ASC Topic No. 260 whereby net income (loss) per share is divided by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share incorporates the dilutive effect of common stock equivalent options, warrants, and other convertible securities. At December 31, 2014, the Company did not have any potentially dilutive securities outstanding. For the period ended December 31, 2013, all potentially dilutive securities are anti-dilutive due to the Company’s losses from continued operations. |
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Recently Issued Accounting Pronouncements – There have been no accounting pronouncements or changes in accounting principles during the period ended December 31, 2014 that are of significance, or have any potential significance, to us other than listed below. |
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In June 2014, the FASB issued Accounting Standards Update (“ASU”) ASU 2014-10 Development Stage Entities. The amendments in ASU 2014-10 remove the definition of a development stage entity from Topic 915 Development Stage Entities, thereby removing the distinction between development stage entities and other reporting entities from US GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of operations, cash flows, and shareholder’s equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments also clarify that the guidance in Topic 275, Risks and Uncertainties, is applicable to entities that have not commenced planned principal operations. ASU 2014-10 is effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. The Company may early adopt ASU 2014-10 for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued. |
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The Company adopted this standard effective June 30, 2014. The Company’s financial statements have been impacted by the adoption of this ASU mainly by the removal of inception-to-date information in the Company’s statements of operations, cash flows, and stockholders’ equity. |
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Financial Statement Reclassification - Certain account balances from prior periods have been reclassified in these audited consolidated financial statements so as to conform to current period classifications. |