CBDS Cannabis Sativa Inc (QB)

Washington, D.C. 20549

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FORM 10-Q/A

(Amendment No. 1)

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450 Hillside Dr. #A224, Mesquite, Nevada  89027

(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)

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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 and posted on its corporate Web site, if any, 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

1

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.

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

☐ Yes ☒ No 

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

The number of shares of the issuer's Common Stock outstanding as of June 24, 2019, is 24,341,154.

2

[EXPLANATORY NOTE:  This Form 10-Q/A has been filed to amend the Issuer’s Form 10-Q for the fiscal quarter ended March 31, 2020, filed on June 29, 2020 (the “Original Filing”).  The purpose of this amendment is to add disclosure required by the Securities and Exchange Commission’s March 4, 2020, Order (Release No. 34-88318), as modified on March 25, 2020, (Release No. 34-88465) dealing with permitted extensions of filing deadlines as a result of the impact of COVID-19.  All information and disclosure, including exhibits, in the Original Filing remain in full force and effect as augmented by the disclosure below.]

When we filed the Form 10-Q for the fiscal quarter ended March 31, 2020, we relied on the Securities and Exchange Commission’s March 4, 2020, Order (Release No. 34-88318), as modified on March 25, 2020, (Release No. 34-88465) dealing with permitted extensions of filing deadlines as a result of the impact of COVID-19. The reasons why we could not file the 10-Q on a timely basis are as follows:

During the normal preparation time table for the 10-Q, the State of Washington was subject to a “stay at home” order in an attempt to prevent the further spread of the COVID-19 virus. The order asked all Washingtonians to remain home unless they had an essential reason for going out. The Issuer’s CFO and auditor reside in the State of Washington. The Issuer also has staff in remote locations of Florida, Nevada, California, and New York, and each of those states have also been hit with varying impacts due to COVID-19. The disruptions in transportation, staffing, and technology systems, as well as the stress on the workforces of the Issuer and the reviewing auditor limited the timeliness of responses from the Issuer to the auditor’s inquiries, the ability of the Issuer to gather and review documentation needed for the Form 10-Q, and limited the timeliness of the Form 10-Q drafting and editing process. These same complications had delayed the completion and the filing of our Form 10-K until May 14, 2020, one day prior to the normal filing deadline of the Form 10-Q, thereby making it impossible to prepare and file the Form 10-Q on a timely basis.