CBDS Cannabis Sativa Inc (QB)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

———————

FORM 10-Q

(Amendment No. 1)

———————

1646 W. Pioneer Blvd., Suite 120, Mesquite, Nevada  89027

(Address of Principal Executive Office) (Zip Code)

(702) 346-3906

(Registrant's telephone number, including area code)

N/A

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

———————

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

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.

1

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 May 15, 2018, is 21,495,477.

EXPLANATORY NOTE:

This Amendment No. 1 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2018, filed with the Securities and Exchange Commission on May 15, 2018 (the “Original Filing”), is being filed for the purpose of correcting an inadvertent typographical error.  The first full paragraph on page 20 of the Original Filing is hereby replaced in its entirety by the following paragraph:

“As of May 15, 2018, the Company had cash on hand of approximately $144,000.  As a result, the Company has sufficient liquidity to meet the needs of our current operations for approximately five weeks.”

Other than as amended by this Amendment No. 1, the Original Filing remains unamended as filed on May 15, 2018, and is in full force and effect in its entirety.