CBDS Cannabis Sativa Inc (QB)

WASHINGTON, D.C. 20549

Form 10-K/A

(Amendment No. 1)

(Mark One)

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

For the fiscal year ended DECEMBER 31, 2019

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

For the transition period from _______________________ to __________________________

Securities registered pursuant to Section 12(b) of the Act: None

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

                 Yes   x   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 x    No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (22.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]

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 issuer is a shell company (as defined in rule 12b-2 of the Exchange Act).

                    Yes  ¨   No x

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. ☐  

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

The market value of the voting and non-voting common stock held by non-affiliates was $10,680,898. This amount was calculated based on 17,509,670 shares held by non-affiliates and the closing price on the OTCQB market on April 20, 2020 of $0.61 which approximates the average bid and ask prices of the common shares on that date.

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APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

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

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

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

As of April 20, 2020, there were 25,653,712 (including 419,475 net amount shares held in escrow that are not considered outstanding for financial reporting purposes) shares of the issuer’s common stock outstanding. On April 20, 2020, there were also 1,073,543 shares of preferred stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

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

None.

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[EXPLANATORY NOTE:  This Form 10-K/A has been filed to amend the Issuer’s Form 10-K for the fiscal year ended December 31, 2019, filed on May 14, 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-K for the fiscal year ended December 31, 2019, 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-K on a timely basis are as follows:

On March 23, 2020, Washington State Governor, Jay Inslee, announced a statewide “stay at home” order in an attempt to prevent the further spread of COVD-19 in the state. 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 auditor since March 13, 2020, 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 audit, and limited the timeliness of the Form 10-K drafting and editing process. This in turn, delayed the completion of the Form 10-K.