Washington, DC Securities and Exchange CommissionC. 20549Form 10-K/A(Amendment No. 1)(Mark One)[X]
Annual Report submitted under Section 13 or 15 (d)
Securities Trading Act 2018 for fiscal year [19-34 
Transition reports submitted under sections 13 or 15 (d)
The transaction act of 1934th relates to the number of documents of the Commission from _ to _, 000-
53571 cannabis SATIVA, INC. (
The exact name of the registrant specified in the articles of association)NEVADA20-1898270(
State or other jurisdiction registered or organized)(I. R. S.
Employer identity number)1646 W. Pioneer Blvd.
Suite 120 Mesquite, NV89027 (
Main executive office address)(Zip Code)
Securities registered under article 12 (b)
The act: Non-esecurity registered under section 12 (g)
The bill states that the par value of ordinary shares is $0.
001 indicate whether the registrant is a well by checking mark
Well-known experienced issuers as defined in Rule 405 of the Securities Act.
If the registrant does not need to submit a report under Section 13 or Section 15, please indicate it by check mark (d)of the Act.
Is the NoxNote-checking the box above will not unblock any registrant required to submit a report under section 13th or 15 (d)
Their obligations under these terms.
Indicate by check mark whether the registrant (1)
All reports requested in Section 13 or 15 have been submitted (d)
Securities Trading Act of 1934 in the past 12 months (
Or in such a short time that the registrant is required to submit such a report), and (2)
This filing requirement has been bound for the last 90 days.
Whether or not the person checking the mark by YesxNo "Indicate also submitted in electronic form and posted on its company website (if any), each interactive data file is required to be submitted and is subject to article 405th S-T (232.
This Chapter 405)
Within the first 12 months (
Or in such a short time that the registrant is required to submit and publish these documents).
Yesx no "indicates by check mark whether the applicant in arrears is disclosed in accordance with section S-405 of the regulationsK (22.
This Chapter 405)
As the registrant is aware, it is not included here and will not be included in the final proxy or information statement referenced in Part 3 of this form --
K or any amendments to this form 10K. 
Indicate by check mark whether the registrant is a large accelerated file manager, a non-accelerated file manager
A smaller reporting company.
See the definition of "large accelerated file manager", "accelerated file manager" and "small Reporting Company" in rule 12b
2 of the Trading Act.
Big acceleration filero acceleration fileroNon-
Indicate whether the issuer is a shell company by checking the mark (
Defined in Rule 12b-
2 parts of the transaction law).
Is noxif, an emerging growth company, indicating by check mark whether the registrant chooses not to use the extended transition period to comply with any new or revised financial accounting standards provided under section 13th (a)
The Trading Act.
☐State the total market value of voting and non-voting
Voting Ordinary Shares held by non-shareholders
Affiliates refer to the price of the sale of common stock or the average bid and asking price of such common stock, as of the last working day of the second fiscal quarter recently completed by the registrant.
Market value of voting and non-voting
According to the 40,554,923 shares held by non-shareholders, the voting common stock is $12,713,142affiliates.
The value of these stocks is $3.
$19 per share, the last working day of the second quarter recently completed by the registrant, the closing price on June 29, 2018.
Only applies to registrants who have participated in bankruptcy proceedings in the first five years by checking marks to indicate whether the registrant has submitted all documents and reports required to be submitted in Articles 12, 13 or 15 (d)
According to the plan confirmed by the court, the Securities Law of 1934 after the distribution of securities.
"Yes" "no" indicates the number of outstanding shares of each class of common shares of the issuer as of the latest practicable date.
As at April 1, 2019, there were 22,027,476 persons (
Including net custody shares not deemed outstanding for financial reporting purposes 584,214)
Shares of ordinary shares issued by the issuer.
If included by reference and part of Form 10, please list the following documentsK (e. g.
The first part, the second grade. )
Included in the document :(1)
Submit the annual report to the securities holder; (2)
Any agency or statement of information; and (3)
Any prospectus submitted under Rule 424 (b)or (c)
Under the Securities Act of 1933.
For identification purposes, the documents listed should be clearly described (e. g.
Annual report submitted to securities holders for the fiscal year ended December 24, 1980). None. [
Our form 10-
K. for the year ended December 31, 2018, submissions were made for the addition of auditor reports, XBRL documents and Exhibit 23.
1 is not included in the original file.
Otherwise, there is no change with the original archive.
Table 10-catalogue of annual reports
KYEAR IItem 1 page ended on December 31, 2018.
Risk factor 14 item 1B.
Outstanding Staff Opinion item 14 2.
The fourth legal procedure.
The fourth part is the fifth mine safety disclosure.
The market in which the registrant's common stock, the related shareholder matters15 and the issuer purchase equity securities.
Selected 16 Financial Data 7.
Management Discussion and Analysis of the financial status and results of operating 16 projects 7A.
Quantitative and qualitative disclosure of market risks
18 financial statements and supplementary materials 9.
Changes and differences with accountants in accounting and financial disclosure
Control and procedures for Item 9B.
Section IIIItem 10 of other information.
20 project 11 directors, executive officers and corporate governance.
Item 12 of administrative compensation 26.
Secured ownership of certain beneficial owners, management and related shareholders.
Certain relationships and related party transactions, as well as 28 independent directors 14.
Main accounting expenses and Services 28 item 15.
Exhibit, financial statements Schedules29SIGNATURES31FORWARD-
The report contains forward-looking statements.
Outlook statement as defined in the Private Securities Litigation Reform Act of 1995.
These statements reflect the company's view of future events based on information currently available. These forward-
Forward-looking statements are influenced by certain uncertainties and other factors that may lead to significant differences in actual results from those statements.
These uncertainties and other factors include, but are not limited to: the ability of the company to find business opportunities for the company to acquire or participate in;
The terms of the company's acquisition or participation in business opportunities;
The business and financial performance of any business opportunity after the company's acquisition or participation, and the risk factors described under the heading "Risk Factors.
"Expectation", "belief", "estimate", "expectation", "plan", "project", "target" and similar expressions are identified forward --
Look at the report.
Readers are advised not to rely too much on these advances
Looking for statements, speak only on the date of presentation.
There is no obligation of the company to publicly update or modify any forwarding-
Forward-looking statements whether due to new information, hypothetical changes, future events or other reasons. Part IItem 1.
Business Company background description of cannabis company
In November 2005, it was formerly Ultra Sun Corporation under Nevada law.
We do some business through our subsidiary, wild earth nature.
A company in Nevada, ibudacity, Inc.
Colorado Inc. , Eden Holdings LLC, Virginia LLC, Kubi patents and licenses, LLC, Texas LLC and Hi Brands International Inc.
A company in Nevada
We got one.
On June 2014, a holding subsidiary in Nevada, Kush, exchanged shares in our common stock.
Since November 2015, Kush has been split and is no longer a subsidiary of the company. Our wholly-
Owned subsidiary Wild Earth Nature("Wild Earth")
We acquired it in July 2013 in exchange for shares in our common stock.
We scored 50 points.
1% interest in our subsidiary, ibudacity, Inc.
Including all of them
Ibudacity, LLC, a subsidiary of California LLC (
Collectively referred to as "ibudacity ")
August, 2016, exchange our common stock in cash and stock.
Since August 1, 2017, we have acquired a 51% stake in Delaware PrestoCorp in exchange for a stake in our common stock.
From our inception until September 30, 2013, we have been engaged in sunbathing salon business and run a sunbathing salon called "Sahara sunbathing" in Saratoga Springs, Utah.
"As we acquired Wild Earth in July 2013, we started our business in herbal skincare products.
On September 30, 2013, we sold the assets of the tanning salon business to third parties.
Our common stock is quoted in the CBDS symbol in the trading of the off-site market cb.
Our main executive office is located at 1646 W. Pioneer Blvd.
Suite 120, Mesquite, Nevada 89027.
Our phone number is702)346-3906.
Business strategy we are engaged in the research, development, acquisition and licensing of specialized cannabis related products, including cannabis formula, food, raw medicine, strains, recipes and delivery systems.
We are also engaged in marketing and branding in the field of cannabis, including our pending trademark "hi" brands and other brands.
We have a license for the delivery method of proprietary cannabis lozenges and the formula of proprietary cannabis trauma cream.
We were recently awarded to the United States. S.
A patent for a cannabis plant called Sativa, Ecuador (
Also known as CTS-A or CTA). We also have U. S.
Cannabis patent application-
The basic components and methods for the treatment of hypertension and the tablet administration system.
We plan to license our intellectual property rights, including patents, brands and intellectual property rights.
How to obtain a license under and in full compliance with national regulations applicable to cannabis businesses.
We have proprietary software and applications through our ibudacity subsidiaries (
"Ibudacity app ")
Focusing on information sharing between cannabis products, patients and businesses, we plan to release the app in 2019.
The ibudacity app will provide features such as patient reviews, nutritional information, directions, warnings, local availability, etc.
We intend to monetize this technology through advertising, business-to-business sales and other technical products.
Through its 51% subsidiary, PrestoCorp, which operates a proprietary online telemedicine service that allows patients to use safe and confidential video conferencing technology to conduct medical marijuana assessments with licensed physicians
PrestoCorp is currently serving in California, Nevada and New York and is actively targeting other states where legal medical marijuana is available.
In addition to licensing, branding and technology, we are also able to provide mainstream medical prescription discount cards to patients for free, for this, the company will get a small portion of each prescription recharge via hi welfare discount pharmacy card.
The company has not yet received funds from a prescription supplement, but it is expected that funds will be received once the cards are distributed and the plan is implemented.
In addition, the company continues to seek acquisition of the company, intellectual property rights and other assets in line with the company's strategic plan, which brings together a portfolio of related businesses in the cannabis industry with high growth potential, and value-added to the value of shareholders.
Wild Earth Nature
Wild Earth Nature
It is a herbal skincare formula and marketing company targeting the growing natural health care products market in the United States and abroad.
We develop and manufacture high
Herbal-based premium skin care products provide a healthier choice for consumers.
We use a dedicated ingredient mixing process to produce plant glycerin/mineral herbal blend and petroleum extract, which we believe will be unique in the natural health care industry.
The composition of our products has been and will continue to be selected to meet some criteria, including but not limited to: safety, potency, purity, stability, biological stability
Availability and efficacy.
We plan to start with the formula phase and control the quality of our products through controlled procurement of raw materials, manufacturing, packaging and labels.
Ibudtrender (www. ibudtender. com)
Is an online portal that provides information and patient reviews on cannabis pharmacies, cannabis businesses, cannabis strains, food, concentrates and products.
Ibuderia's software is designed to help cannabis patients find cannabis products that suit them through patient reviews, nutritional information, guidance, warnings, and local availability;
And order pick-up or delivery locally.
The ibudacity business platform for pharmacy owners, delivery service owners and manufacturers is designed to increase the business and facilitate data sharing to help patients find the best and most effective products.
, Is an online telemedicine platform that provides a safe and confidential way to obtain medical marijuana recommendation using secure video conferencing technology, with access to knowledgeable doctors ().
Booking through the PrestoDoctor website is generally in 10-
In 15 minutes, the reservation can be completed on the same day.
This convenience eliminates the need for patients to go to the clinic.
More than 40,000 users have registered to consult 15 practicing physicians in PrestoDoctor across the United States.
PrestoDoctor is currently serving in California, Nevada and New York, and is actively targeting the expansion of multiple states in the coming months.
Leden Holdings Limited"Eden Holdings ")
Established under Virginia law, it is a wholly owned subsidiary of the company.
Eden Holdings was established in August 8, 2014 to hold the intellectual property rights of the company.
As of December 31, 2018 and 2017, there was no activity in Eden Holdings.
Xipai International Co. , Ltd.
In February 6, 2015, Hi brand International Co. , Ltd was established.
Wholly owned subsidiary of Nevada Corporation and Corporation ("Hi Brands").
On February 25, 2015, the Hi brand reached a purchase, supply and joint venture agreement (Agreement)
Cooperate with Centuria Natural Food Co. , Ltd. ("Centuria")
Therefore, the proprietary CBD of grand mahjong to Centuria (Cannabidiol)
Rich in sesame oil products.
Under the agreement, no business has ever been traded.
With the consent of both parties, the agreement was terminated on October 6, 2016.
As of December 31, 2018 and 2017, the Hi brand had no activity other than the execution and termination of the agreement.
Patents and licenses of limited liability companies ("KPAL").
KPAL is a Texas limited liability company that holds the U. S.
A patent for a cannabis plant called "Ecuador Sativa (
Also known as CTS-A and CTA)
Patent application for cannabis
The basic components and methods for the treatment of hypertension and the tablet administration system.
In the year ended December 31, 2016, the United StatesS.
Patents and Trade Marks have issued patents to KPAL for the varieties of cannabis in Ecuador.
We believe that the main development trend of the cannabis industry is: greater emphasis on high-quality products;
More emphasis on scientific verification of products on the market;
With the emergence of state rights, the regulation of cannabis is more free, even under the current government;
More integrationover, and buy-
Companies in retail, wholesale and supply-side channels;
More mainstream companies enter the market;
Research on potential long-term funding
Health benefits and potential efficacy of cannabis.
Vision Our vision is to become a highly visible, diversified and international enterprise, promote high-quality brand products and provide effective customer service, fair salary, perfect management and good work
Over time, we plan to expand our brand, R & D, intellectual property and licensing activities to the global market.
To achieve this vision, our goal is to develop and/or acquire intellectual property rights to enable our licensees to deliver innovative and effective medicinal cannabis products and reduce costs
Provide effective alternatives to customers seeking high-quality, affordable, natural health products to help their health and appearance.
In our daysto-
We will work hard: treat all colleagues and colleagues
Workers with respect and fairness.
Follow the philosophy of "providing quality and customer satisfaction is our business.
"Develop and improve the skills of employees to provide business opportunities with financial returns. Through a long-
Long term commitment to this vision statement, we want to be a company dedicated to our customers, colleagues and communities.
Online telemedicine products.
Through PrestoDoctor, we provide a safe and confidential way for knowledgeable doctors to obtain medical marijuana referrals using safe video conferencing technology.
Our online telemedicine revenue is over 95%.
As of December 31, 2018, the product balance discussed in this section did not generate significant revenue.
Proprietary varieties of cannabis.
The company has a patented cannabis plant variety known as Ecuador's sativa or "CTA.
The company intends to further study the CTA strain and, ultimately, combine it with the national medical cannabis law through a licensing agreement, monetize this intellectual property and establish business relationships with scientific research organizations, development of the application of agricultural organisms based on research and development methods for specific plant strains.
Tablets and food.
The company has intellectual property rights (
Recipe and process/method)
Used for medical marijuana foods and lozenges.
The company's proprietary lozenges are different from other foods that may take an hour or more to take effect.
According to preliminary results, our lozenges usually take effect within 5 to 15 minutes.
We believe that the fast-acting nature of our lozenges will overcome a major problem with cannabis consumption, namely the need for inhalation of cannabis in order to obtain a rapid response.
In addition to the lozenges, we have other forms of food in development. Recover.
Recovery of deep penetration treatment of sesame oil is a rapid anti-action
Inflammatory pain relief agents for sore muscles, joints, arthritis and back pain.
Organic mix with sesame seed oil, mint alcohol, pepper and black pepper. Trauma Cream.
Mixed infusion for cannabinoids and THC;
Arnica is the main component of its numbness effect. Face Garden.
An antioxidant moisturizing cream for the face.
The ingredients in this formula include DMAE, vitamin Ester C, B5, evening primrose oil and Borage seed oil, which are considered to tighten the skin and reduce edema and wrinkles, restore the skin to a natural gloss and soft look.
In order to lock in the moisture, hump seeds, Neem and hohoba oils were added. Body Garden.
A moisturizing body wash designed to relieve itching of dry skin and prevent sun damage.
The ingredients in this formula include sea emp oil, green tea and blue-green algae.
Organic Herbs, essential oils, butter and minerals used in the "body garden" have been formulated to provide nutrition to the skin, which we believe encourages the leather to remain healthy or to return to health. Lip Garden.
Moisturiser containing vitamin E and cannabis butter, we think it can help the lips heal while keeping the lips soft and moist.
Clothing and goods.
We provide men's and women's fashion T-shirts and jerseys with wild earth nature and "hi" brand logo from American clothing through the company's www, as well as hats and coffee cups.
Wild animals. com website.
However, the website has not been able to run since the date of submission.
We expect it to be put into use again later in 2019.
Purpose our current strategy is to continue the prosecution of pending patents, the development and acquisition of new patents, trade secrets, trademarks and other intellectual property rights.
In addition, we will seek new brands and licensing opportunities for our intellectual property rights, and we will seek strategic corporate and product acquisitions.
Market conditions for marketing and distribution in the cannabis industry your target market is one where countries have legalized the production and use of cannabis.
Ten states and Colombia have approved measures to legalize marijuana for adult entertainment. Thirty-
The territories of Colombia, Guam and Puerto Rico have legalized the use of cannabis for some form of medical use.
However, it may take years for a country to develop regulations, and it may take years for cannabis businesses to earn income from the operation of a country. Non-
We launched our wildlife.
Com website hired high quality graphic artists and designers in August 2013.
We use social media, mainly Facebook, to drive traffic to our websites.
We are in the online store at www.
Com is in production sales at this time.
During the 2019 period, we plan to use direct business to commercial sales, Internet advertising, social media market and trade show participation to generate leads, orders, and access to major retailers and wholesalers across the USS.
There is no guarantee that we will succeed in this effort.
Instilling products of cannabis infusion products, we are developing our customer base by entering into licensing agreements with third parties that are in compliance with national cannabis laws in the state where the business is conducted.
We plan to build brand awareness by leveraging social media, trade shows, educational efforts and direct marketing to target businesses.
We plan to build brand awareness for our products in the state where medical marijuana is legal and sell non-
Products throughout the United States.
Competitive cannabis industry while we do not sell cannabis, we expect to authorize our intellectual property rights in the future to others who sell cannabis in the state where medicinal cannabis is legal.
Therefore, we would like participants in the medical cannabis market to be aware of the competition information as such competition will affect our ability to obtain licensing for brands and other intellectual property rights.
We believe that competition in the cannabis market will include a number of cannabis product companies that are highly dispersed in terms of geographic market coverage, distribution channels and product categories, and that companies take a state-by-state approach.
We believe that competition is mainly based on price, quality, product efficacy, brand, marketing, customer service and trade support.
We expect big pharmaceutical companies to compete in the cannabis market.
These companies and certain larger entities may have a broader product line and/or greater sales volume than those of our licensed parties.
Large entities entering this market may have greater financial and other resources and have extensive manufacturing, distribution and marketing capabilities.
We expect that many larger competitors will be able to compete more effectively due to the greater degree of vertical integration.
The entry of larger competitors may have a significant adverse effect on our operational results and financial situation.
Skin care our competition includes many skin care companies that are highly dispersed in terms of geographic market coverage, distribution channels and product categories.
In addition, large pharmaceutical companies compete with us in the skin care market.
These companies and certain large entities have a wider product line and larger sales volume than we do, more financial and other resources, and a wide range of manufacturing, distribution and marketing capabilities.
Our more prominent competitors are: the body on Earth, Bert's bees, Meile and Clarins, all of which have a longer record, greater financial resources and operational efficiency than we have.
As a company with limited funds, we believe that we will be at a competitive disadvantage before we develop a wide range of product portfolios that are known and accepted in the industry, we can show the history of financial stability.
There is no guarantee that we can compete effectively in the market.
Compete with ibudacity, our information technology platform.
Com and ibudlion applications, which will be released in 2019, include companies such as Weedmaps, Leafly, MassRoots, Leafstrain.
Competition in the cannabis information technology market is growing rapidly, and many of our competitors have more experience and more financial resources than we do.
As a company with limited capital resources, we may be at a competitive disadvantage in the rapidly changing information technology market.
Raw materials and SuppliersOur products are produced using ingredients that we believe can be obtained from several sources.
We buy raw materials from many different suppliers.
Our clothing and goods are purchased through printing. com.
We have certain intellectual property rights (the "IP")
Consists of a formula and process/method to maximize the concentration of Cannabinoids used in the manufacture of medical cannabis ("MMJ")
Edible or make MMJ lozenges.
We also have the right to a proprietary formula and process/method to maximize the concentration of Cannabinoids used to make ointment containing CBD and Arnica Montana.
We also have patent rights for cannabis CTA strains, and we hold two patent applications filed with the United StatesS.
Patent and Trademark Office on the use of CTA strains in lozenges and as a treatment for hypertension.
We continue to advance these applications,
However, there is no guarantee that the remaining patent application will result in the release of any patent.
We are also looking for the "hi" mark in several categories submitted to the USS.
Patent and Trademark Office.
Tweed Corporation has raised an objection to the desire to use the mark on clothing.
Negotiations on reconciliation are underway.
Company use (or licenses)
"Hi" brand of skin care products and food (Injection and noninfused)
Clothing and brand goods.
We have a federal trademark on the name and stylized brand of "Wild Earth Nature.
We have obtained the following registered USS.
Trademark: cannabis * Sativa (R), DISPENSARxY(R), and CannaRx(R).
The IP identifier is cannabis * Sativa (R)
DISPENSARxY (Registration No. 4,868,622)R)
, Registration number 4,642,830 and CannaRx (R)
Registration number 4,725,687.
The trademark is registered in CL 35 under goods and services.
There is no guarantee that these steps that the company has and will take will provide adequate protection to potential competitors, that we may not be able to successfully safeguard our intellectual property rights or that these rights may be invalid, avoid or challenge.
Any such invalidation, particularly with respect to our product name, or with respect to our successful intellectual property challenge or infringement proceedings, may have a significant adverse effect on our business.
Under the Controlled Substances Act, the impact of existing or possible government regulations on commercial goods is currently a controlled substance in Schedule I (CSA)
So it's illegal under federal law.
Even in states that legalize the use of cannabis under state law, the use, possession or cultivation of cannabis is still in violation of federal law.
The definition of Schedule I controlled substances is that there are currently no accepted medical uses in the United States, there is a lack of safety in use under medical supervision, and there is a high possibility of abuse. The U. S.
Ministry of Justice (the "DOJ")
Define Schedule I controlled substances as "the most dangerous drugs in all drug schedules with potential severe psychological or physical dependence.
"If the federal government decides to enforce the CSA, persons accused of distributing, intending to distribute or growing marijuana may be subject to a fine and/or imprisonment, even if they are in compliance with national law, life imprisonment and a fine of $50 million can be imposed.
Given the conflict between federal law and state law over marijuana, President Obama's former administration actually said it was not an effective resource use to guide federal law enforcement agencies to sue those who legally abide by state law.
Designated laws that allow the use and distribution of medical marijuana.
President Trump's new administration may decide to enforce federal laws that apply to marijuana.
See the Ministry of Justice memorandum on cannabis law enforcement discussed below.
Any such change in the federal government's implementation of the current federal law can cause us significant economic losses.
While we do not currently harvest, distribute or sell marijuana, changes in the federal government's implementation of policies can do irreparable harm to us.
The company and our licensed products will also comply with a number of other federal, state and local laws and regulations.
We expect that our licensees and suppliers will be required to produce our products in accordance with the guidelines for good manufacturing practices and to comply with regulations related to employee safety, working conditions and to protect the environment and other items.
The government said it would pay close attention to the cannabis industry, especially recreational cannabis.
Changes in laws, rules and regulations or recalls by regulators of any product may have a significant adverse effect on our business and financial situation.
In addition to regulations related to cannabis, our skin care and nutritional products are subject to a number of federal, state and local laws, rules and regulations.
We are required to produce our products in accordance with the good manufacturing specification guidelines, and we are also subject to regulations related to employee safety, working conditions, environmental protection, etc.
Changes in these laws, rules and regulations or a recall of any product by the regulator may have a significant adverse effect on our business and financial position.
The Ministry of Justice's memorandum on the enforcement of cannabis due to inconsistent federal and state laws, which was held on January 4, 2018 (DOJ)
A memorandum on federal cannabis law enforcement policy was issued announcing that it was considered a restoration of the rule of law and the withdrawal of previous guidance documents, including the so-called Kohl memorandum.
Since the adoption of the Controlled Substances Act in 1970, there has been a general ban on the cultivation, distribution and possession of cannabis in Congress.
In the memo, the attorney general, Jeff Sessions, directed the United StatesS.
Lawyers enforce and comply with laws enacted by Congress
Principles were established in the prosecution of cannabis activities.
The Justice Department claims that restoring the rule of law is also a wave of Trust and local control for federal prosecutors, who know where and how to best deploy Justice Department resources to reduce violent crime and contain the drug crisis, fight against criminal gangs.
"The implementation of US law is the mission of the Department of Justice, and the previously issued guidance undermines the rule of law and the capacity of our local state, the tribal and federal law enforcement partners who carry out this task, "Justice Minister Jeff Sessions said.
"So today's memorandum on federal cannabis enforcement just directs all the United StatesS.
Lawyers use the previously established procuratorial principles to provide them with all the necessary tools to disrupt criminal organizations, respond to the growing drug crisis and fight violent crimes in our country.
"We intend to conduct strict due diligence to verify the legality of all activities we are involved in and to ensure that our activities do not interfere with any enforcement priorities of the Department of Justice.
We plan to conduct research, develop products and engage in development activities with the initial focus on the following: identify and study new cannabis varieties and combinations of cannabis and cannabinoids nutrients that may be candidates for new products;
From planting to consumers, identifying and researching products that are conducive to the promotion or benefit of the cannabis industry, including intellectual property rights;
Introduce new herbal ingredients for supplements;
Study the metabolic activity of existing and newly identified components;
Strengthening existing products with the new discovery of cannabis;
Develop products to meet the different regulatory requirements of all its markets;
Investigate and improve the production process of its formulated products;
The activity of natural extracts and formulated products was also investigated in laboratory and clinical settings.
We believe that through our internal R & D efforts and relationships with external research organizations and healthcare providers, we will be able to develop high-quality products.
We plan our research and development activities, including developing products that are new to the industry, updating existing formulas to keep up to date with science, and adapting existing ones to meet the growing needs
Constantly changing regulations in new and existing domestic markets.
We will select ingredients that meet many criteria, including but not limited to: safety, potency, purity, stability, biological stability
Availability and efficacy.
We will require our licensees and suppliers to control the quality of our products from the recipe stage and to maintain quality control through controlled procurement of raw materials, manufacturing, packaging and labeling.
Looking ahead, we intend to increase our R & D spending and resources.
Environmental law we do not have known costs from environmental law, rules and regulations, and there is no expected cost.
In March 20, 2019, we had an employee who did not include our five executives who acceptedcash salary.
Our employees do not have union representation and we think we have a good relationship with our employees.
The company has also established relationships with several independent contractors that serve the company on a regular and online basisgoing basis.
Facilities: our office and warehouse are located at 1646 W. Pioneer Blvd.
120 suites meskey, Nevada.
The rental area is approximately 900 square feet.
The building is in an industrial park environment and has recently completed a new exit of Interstate 15, indicating that the region is the fastest growing city in Nevada.
We pay a total of $600 per month for our space.
We signed a new 12 month lease on September 1, 2018, with the option to renew it for 12 months.
Our subsidiary, PrestoDoctor, rents an office in New York for $800 a month. Item 1A.
Risk factors are not required. Item 1B.
The employee's opinion was not resolved. NoneItem 3.
We are not a party to any major legal action, and as far as we know, no such legal action is threatened. Item 4.
Information disclosure of mine safety. Not Applicable. Part IIItem 5.
Registrant common stock market, related shareholder matters and issuer purchase stock securities market information our common stock is quoted on OTCQB by OTC Markets Group Inc.
Financial industry regulators, companies(“FINRA”)
Under the symbol "CBDS.
The high and low closing prices of our common stock on 2017 and 2018 are listed below.
All prices listed here reflect International
Dealer price without retail logoup, mark-
Commission does not represent the actual transaction.
$2017 as at March 31, 2017. 50$5.
$6 from April 1, 2017 to June 30, 2017. 45$3.
From July 22, $2017 to $4 in September 30, 2017. 95$2.
From October 1-20, 2017 to December 31, it was $61. 20$2.
From January 1-20, 2018 to March 31, it was $61. 74$3.
From April 1-20, 2018 to June 30, it was $84. 29$3.
$8 from July 1, 2018 to September 30, 2018. 50$1.
92 $5 from October 1-20, 2018 to December 31. 89$2.
The stock closed at $2 in March 19, 2019. 95.
According to the report of the company's transfer agent, on March 29, 2019, there were 58 record holders of our common stock.
In calculating the number of record holders, each broker-
Traders and clearing companies holding shares on behalf of clients are treated as single shareholders.
Our securities have never paid any dividends and we do not currently have plans to pay dividends in the foreseeable future.
In 2017, the company used the cannabis company.
2017 stock scheme, authorizing the board of directors to issue a total of 3,000,000 ordinary shares, allowing the company from time to compensate employees and consultants for the services provided by the orientation company by issuing common shares of the company to them, rather than paying the services in cash, thus consuming the company's cash assets.
Under the scheme, there are no fixed shares to be issued by either party.
Distribution is permitted only in the best interests of the company, in accordance with the discretion of the board of directors.
Colonial stock transfer, Inc.
Exchange 66, 100 Suites Salt Lake City, Utah, Tel (84111)801)355-
5740, as the transfer agent and registrar of our common stock.
Recently sold unregistered securities for the quarter ended December 31, 2018, the company issued 27,426 restricted preferred shares to one of our officers and issued 216,895 restricted common shares to various officials and consultants.
With regard to the special sales practice requirements of "penny stocks" to protect investors from the fraud and abuse patterns of low-priced securities commonly referred to as "penny stocks" in the market, the SEC has passed regulations that normally define "penny stock" as any stock securities with a market price (as defined)less than $5.
00 per share, or less than the exercise price of $5.
00 per share, with certain exceptions.
In the period when the price is less than $5, our stock is subject to the "penny stock" regulation. 00 per share.
During any such period, the broker-
Dealers who sell our common stock, when selling our shares to others other than mature customers and "recognized investors", are subject to additional sales practices.
"For transactions covered by these rules, the broker-
The dealer must make a special customer suitability decision, obtain the buyer's written consent to the transaction, and submit a risk disclosure document related to the penny stock market. The broker-
Traders must also disclose commissions Payable to brokers
A registered representative of the trader and acceptance of the order, the current offer of the securities, and the broker-
The dealer is the only market maker and broker.
Control of the market by dealers.
Monthly statements must be sent to disclose the most recent price information of the penny stock held in the account and information about the penny stock limited market.
This "penny stock" rule may limit the trading of our common stock and may prevent brokers
Dealers trade from our common stock. Item 6.
Selected Financial Data applicable.
The company is a "smaller reporting company" and is not subject to the financial data requirements selected in item 6. Item 7.
The management's discussion and analysis of the financial position and results of the operational financial statements in this report constitutes a "forward-
Look at the report. ” Such forward-
Forward-looking statements involve known and unknown risks, uncertainties and other factors that may lead to significant differences in our actual results, performance or achievements from any future results, performance or achievement expressed or implied by such strikers-
Look at the report.
Factors that may cause such differences include, among other things, uncertainties relating to general economic and commercial conditions;
Changes in demand for our products and services;
Uncertainty related to customer plans and commitments and the timing of receipt of customer orders;
Announcement or change of pricing policy of US or competitors;
Unexpected delays in the development, market acceptance or installation of our products and services;
Changes in government regulations;
Availability of management and other key personnel;
Availability, terms and deployment of capital;
Relations with third parties
Supplier of equipment;
Political stability and economic growth.
Words such as "believe", "expectation", "expectation", "intention" and "plan" and similar expressions can be identified forward --
Look at the report.
Readers are advised not to rely too much on these advances
Looking for statements, speak only on the date of presentation.
As a result, the fiscal year December 31, 2018 and 2017mm of the income for the fiscal year ended December 31, 2017 and December 31, 2018 of the operational sfiscal were $505,705 and $317,985.
Revenue costs as of fiscal December 31, 2018 and 2017 were $209,871 and $154,451, respectively.
Gross profit as at fiscal December 31, 2018 and 2017 was $295,834 and $163,534 respectively.
The increase in each figure in 2018 was mainly due to the increase in the impact of the business operations of PrestoCorp, our 51%-owned subsidiary, on the company's business operations.
The net loss for the fiscal year ended December 31, 2018 was $4,909,769, while the net loss for the fiscal year ended December 31, 2017 was $7,811,489.
The main reason for the decrease is that we changed the salary structure of management members, consultants, board members and lawyers in 2018.
In 2017, these people were compensated mainly for issuing a fixed number of shares.
Compensation costs for the period 2017 increased as our stock prices rose, resulting in an increase in net losses.
In 2018, we changed our compensation arrangement to compensate the person who was issued according to the value of the stock at the time of issue rather than a fixed number of shares.
Operating expenses for the fiscal year ended December 31, 2018 totalled $5,336,005, compared to $8,010,622 for the fiscal year ended December 31, 2017.
Most of the expenses for these two years are paid using the Company's common stock and therefore no cash is required.
In 2018, the cost of consulting and legal services was $2,186,796.
2017, large non
A cash transaction of $4,729,452 was also issued for the service.
In 2018 and 2017, the company's total goodwill and intangible assets were $1,173,000 and $980,944, respectively.
Although the amount of net losses in the past two years is very large, because there is no
In cash transactions, net cash for operating activities in 689,876 was $2018 and $964,661 in 2017.
In addition, during the year ended December 31, 2018, 332,447 shares were returned due to the cancellation of the service contract that began in 2017.
The value of the returned shares is approximately $991,000, which is recorded as a reduction in professional fees since the beginning of the contract.
As mentioned above, our business used $689,876 in cash as of December 31, 2018.
Funding activities provided $665,295 in cash in the same year.
The cash required for the period from 2018 came from cash income from the sale of restricted stocks and warrants in the amount of $361,750 and income from interested parties in the amount of $303,545.
As mentioned above, our business used $964,661 in cash as of December 31, 2017.
Funding activities provided $1,042,370 in cash in the same year.
The cash required for the period from 2017 came from proceeds from the parties concerned in the amount of $271,214 and cash proceeds from private offering of shares amounted to $771,156.
The accompanying consolidated financial statements assume that the company will continue to be prepared as an ongoing business that considers the realization of assets and liquidation liabilities in the normal course of operation.
Our net losses as at December 31, 2018 and 3,736,769 were $7,811,489 and $2017, respectively, and the cumulative deficit as at December 31, 2018 was $70,320,531.
Companies can seek to raise funds for working capital purposes by publicly issuing their equity capital or through private equity capital or convertible debt.
The company also has outstanding warrants which, upon potential exercise, can bring funds to the company.
If a company can advance its business plan in a positive way, it will be important to successfully raise capital in this way.
Raising funds in this way will dilute existing shareholders.
As of March 20, 2019, the company had $15,810 in cash on hand.
Therefore, the company does not have enough liquidity to meet the urgent needs of our current operations.
Cash is a cash deposit held by financial institutions.
Cash is held by major financial institutions and is held by the Federal Deposit Insurance Corporation (FDIC)
Reach the federal insurance limit.
Non-eitem 7A is arranged outside the table.
Quantitative and qualitative disclosure of market risks.
The company is a "smaller reporting company ". ”Item 8.
Financial statements the following financial statements are being archived in this report and are located after the signature page.
Financial Statements, consolidated balance sheet reports of independent certified public accountants in December 31, 2018 and 2017, consolidated business statements for December 31, 2018 and 2017 as of December 31, 2018 and consolidated other Consolidated losses for 2017 as of December 31, 2018 (
Included in the comfort statement of the operation)
From January 1-20, 2017 to December 31, the consolidated statement of shareholders' equity changes 31, 2018 Consolidated cash flow statements as of the end of the year and 2017 notes to the consolidated financial statements no. 9.
Changes and disagreements with accountants on account and financial disclosure project 9A.
Control and procedural disclosure controls and procedures under the supervision and participation of our management, including our CEO and CFO, we evaluate the effectiveness of the design and operation of our disclosure controls and procedures (
Defined in Rule 13a-15(e)and 15d-15(e)
According to the Securities Trading Act of 1934 (
As of the end of the reporting period.
Based on this assessment, our CEO and CFO concluded that our disclosure controls and procedures were not effective as of the end of the reporting period, therefore, the information we need to disclose is submitted under the Securities and Exchange Act of 1934 (i)
Record, process, summarize and report within the time period specified in SEC rules and forms, and (ii)
Accumulate and communicate to our management, including our CEO and CFO, where appropriate, in order to make timely disclosure decisions.
We will discuss below the major weaknesses in our controls and procedures.
The management about the financial report internal control report management on the financial report internal control report?
Defined in Rule 13a-15(f)
Under the transaction act).
Our internal control over financial reporting is a process designed to provide reasonable assurance about the reliability of financial reporting and the preparation of financial statements for external purposes of generally accepted accounting principles in the United States.
As of December 31, 2018, our management assessed the effectiveness of our internal controls on financial reporting.
At the time of the assessment, the management used the criteria set by the Committee of Sponsoring Organizations of the tredeway Committee (“COSO”)
Integrated Framework (2013).
Based on management's assessment, management concluded that its internal control over financial reporting was effective as of December 31, 2018, in accordance with GAAP, provide reasonable assurance on the reliability of financial reports and the preparation of financial statements.
During the year ended December 31, 2018, we implemented the following initiatives: a risk assessment was conducted and a process for controlling objectives was developed.
Record our controls and procedures according to COSO, identify gaps and implement additional controls if necessary.
Evaluate our entity
Level control, identify gaps, and update our processes and documentation.
Controls and procedures were implemented to identify, evaluate and record major transactions, as well as necessary documentation.
Evaluate our system controls and implement additional controls as needed.
As part of our comprehensive assessment and implementation of internal control processes and procedures, the appropriate level of division of duties has been determined.
Internal control of financial reports due to its inherent limitations may not be able to prevent or detect misstatements.
Therefore, even those systems identified as effective can only provide a reasonable guarantee to achieve their control objectives.
Our independent certified public accountants firm Hall & Company has issued an audit report on our internal control of the financial report, which appears in item 8 of Part II of this year's report in form 10K.
This annual report does not include the certified report of the company's certified public accountants on the internal control of financial reports.
The management's report is not certified by the company's CPA firm in accordance with the Securities and Exchange Commission rules, which allow the company to provide only the management's report in this annual report.
Changes in internal control of financial reporting the above mentioned remedial action on changes in internal control of our financial reporting was conducted in the quarter ended December 31, 2018 and was significantly affected, or it is quite possible to have a significant impact on our internal controls on financial reporting. Item 9B.
No other information.
The tenth item of the third part.
The table below for directors, executive officers and corporate governance directors and executive officers shows the names, ages, tenure and positions of each of our executive officers and directors.
The term of office of each officer is one year, or until his or her successor is officially elected and qualified by the board of directors.
The director's term of office is one year or until his or her successor is officially elected and qualified by the shareholders.
CEO of NameAgeTerm office positions HeldMike gravel89205directordavid tobias6720184, chairman, secretary and DirectorCatherine carroll78204treasurer and DirectorStephen downing8020directordeborah reed55206directorj.
Certain biographical information about our executives and directors by lundbom67safcfo and the chief accounting officer. Mike Gravel.
Retired Mike Gravel served in the United States. S.
Senator from Alaska from 1969 to 1981
Senator Gravel served on the Committee on Finance, indoor, environmental and public works and chaired the subcommittee on energy, water resources, construction and sites and environmental pollution.
Senator Gravel is known for his work in the Vietnam War.
He delayed five months, leading to the end of the military draft.
He challenged the United States. S.
The Pentagon documents were published by the government.
When the Nixon administration refused to allow the New York Times to post information on Pentagon documents, Senator Gravel tried to read all 7,000 pages of the document to the Senate record.
The Supreme Court blocked his attempt.
Senator Gravel wrote the Pentagon's document, Senator Gravel's edition, on 1971.
He had to file a lawsuit with the Supreme Court again and was given a ruling that affected the provisions of the constitutional speech and debate.
Upon retirement, Gravel wrote two books, work and more, and civil power.
Senator Gravel served as a director of cosh. (“Kush”)
From March 2013 to July 2014, before the acquisition of the registrant.
Sir, effective from December 31, 2018.
Gravel resigned as CEO but will remain on board until the next annual meeting of shareholders. David Tobias. Mr.
Tobias has served as president of wild earth nature.
From May 2013
He also served as president of the cannabis company.
From August 2011 to January 9, 2014.
Prior to that, from October 2009 to May 2011, Sir.
Tobias served as vice president of medical marijuana
He played an important role in promoting the merger of cannabis banks and medical cannabis companies
From October 2008 to August 2009 he served as sales manager for Tulsa custom builder Xcite Homes.
Except for other qualifications, sir.
Tobias brings executive leadership experience to the board, including his service as president of a listed company, and a wealth of startup experience. Mr.
Tobias is also keenly aware of the social, political and economic environment in which the company operates.
January 1, 2019, sir.
As a result of the resignation of Mr. Tobias, Tobias was appointed CEO. Gravel.
Carol has been himself.
Employed since 1984. Ms.
Carol has a rich background in accounting, tax preparation, IRS audits and corporate appeals.
In the board's view, as an expert witness to the tax tribunal, she gained insights from the 15-year basic tax preparation course;
With her six-year "lifetime limited service" teacher certificate in accounting at the Stockton Delta College in California, the company has gained a valuable perspective. Ms.
Carol has served as chief financial officer, director and finance company for 13 years since July 20.
Since January 30, 2017, she will no longer be the company's chief financial officer and will focus on her role as treasurer and director, as well as on keeping the company's books. Stephen DowningMr.
Downing worked at the Los Angeles Police Department for 20 years.
He began with a patrol officer, rising in jobs including deputy, drug, detective, staff and command positions, and was eventually appointed deputy chief of police, he supervised the special investigation of the Los Angeles Police Department and the personnel and training bureau there.
During his service in the Army, Tang Ning also wrote many online TV series.
Retired from the Los Angeles Police Department.
Downing extended his creative efforts to television production, both writer and producer, and eventually became executive producer/show producer in several series including MacGyver, Robocop and Fx. Mr.
Tang Ning is half
Retired in the past 10 years.
During this period, thanks to his law enforcement experience in directing the Los Angeles Police Department's narcotic drug enforcement program, he became a nationally recognized advocate for the search for exit strategies to end the drug war. Mr.
Downing currently divides his time into drug reform propaganda and his love for creative writing. Mr.
Downing served as a director of Kush from March 2013 to July 2014 and was subsequently acquired by Kush.
Goldsberry's business relationship over the past six years includes the following: acting as executive director of Magnolia Health, Oakland, California, responsible for operations and management.
She has been working for Magnolia since February 2014 and has been in this position since October 2014.
As a business consultant at Liana Limited, Oakland, California, responsible for policy analysis and advocacy, as well as public relations and customer outreach.
She also consulted on various medical marijuana and related projects. Ms.
Goldsberry is a long
Medical marijuana activists of the times. She has hands-
After experiencing the creation of the well-received Berkeley patient group in California, Berkeley and Oakland, California, Magnolia Health.
As an activistGoldsberry co-
Established several industries
Profitable organizations including safe access to Americans, medical marijuana Safety Council and Cannabis Action Network.
She is a former board member of the NORML and cannabis policy program in California.
She was twice rated as a free fighter for the month by The Times and also a free fighter for Amsterdam's 2011 Cannabis Cup of the year. Ms.
Goldsberry also won the NORML Paula Sabine award for women's leadership in ending the cannabis ban. Ms.
Goldsberry's 30 years of experience in the medical cannabis industry and her high
As the company prepares to expand its presence in the medical marijuana community in California, a survey of the California Cannabis Industry is a natural choice. Trevor Reed. Mr.
Reid has experience with contractors, builders and cannabis producers. Mr.
Reid founded his first company, 1989, a hardwood floor company in Santa Fe, New Mexico.
Experience leading 15-
A year's career is custom spec home in New Mexico. Mr.
Reid is also engaged in small-scale land development and commercial construction in New Mexico.
In 2008, Trevor moved to Bend, Oregon, to get closer to his family.
During this time in Oregon
Reed began to learn about the cannabis business and started growing it. Mr.
Reid then returned to New Mexico and became one of the 20 s.
Five licensed cannabis producers in New Mexico. Mr.
Reed's curiosity and tenacity have made him the largest cannabis producer in New Mexico for three years in a row. Mr.
Reid also consulted with state regulators on the development of its national cannabis program. Under Mr.
Reed's direction in New Mexico Natural Rx is the first pharmacy to become an international coalition of joint food and business workers (UFCW)
Cannabis branch member company, 2014. In 2015, Mr. Reed (with partners)
Several marijuana pharmacies and marijuana farms have been set up in Oregon. Donald J. Lundbom. Mr.
Lundbom has more than 30 years of experience in a step-by-step finance and business management position, including corporate director and vice president of finance for three Fortune 500 companies.
He also served as chief operating officer for a $100 million private residential builder and developer.
In the past decade
Lundbom acts as a consulting CFO and business consultant for customers in the manufacturing and distribution field;
His business expertise focuses on business planning and analysis, operations, finance and accounting, mergers and acquisitions, and international operations. Mr.
Lundbom held B. S.
And an MBA from Auburn University, certified public accountant who is licensed in Alabama.
He finished his studies at Columbia University.
Administrative Leadership Education Program for graduate students;
Active in angel investment group;
And teach management accounting in universities and national start-up projects.
The following is a brief description of the specific experience and qualifications, attributes or skills of each director, which leads to the conclusion that the person should serve as a director of the company. Mr.
Gravel's experience as a director of Kush before being acquired by the company is critical to the company's continued operation.
He's the former president of the United States. S.
Senator is important to the company. Mr.
David tobias's understanding of the Wild Earth business and its business plan implementation provides an important link between management and the board of directors, enabling the board to provide its supervisory function from the management's perspective on the business. Ms.
Carol's understanding of the history, operations and financial situation of the Wild Earth provides an important link between management and the board of directors, enabling the board to provide its supervisory function from the management's perspective on the business. Mr.
Downing directs the background of the Los Angeles Police Department's narcotics enforcement program and he is a nationally recognized advocate for an exit strategy seeking to end the drug war, making him the ideal choice for the board to help us get into the cannabis industry. Ms.
She has five years of experience in the medical marijuana industry.
As the company prepares to expand its presence in the medical marijuana community in California, the profile work in the cannabis industry in California is naturally appropriate. Mr.
Reid's knowledge of the cannabis industry and his collaboration with national regulators on cannabis legislation have brought valuable insights to the board on emerging cannabis industries and regulation.
Family relations there is no family relationship between any of our officers and directors.
The term of office of each director is one year until his or her successor is elected and qualified at the registrant's annual general meeting of shareholders, but the shareholders must be removed.
Each officer's term of office is one year until his or her successor is elected and qualified at the annual meeting of the board of directors and is removed by the board of directors. Mr. Tobias and Ms.
Carol held his respective offices and positions in the acquisition of Wild Earth in July 2013.
In addition to the following, our other officers and directors held their respective offices and positions at the time of the acquisition of Kush in June 2014.
Mike Gravel and David Tobias have served as directors and 2013 respectively since 2014.
However, David Tobias was appointed president of the company in March 29, 2016 and CEO of the company in January 9, 2019.
In June 20, 2017, Donald Lund was elected chief financial officer.