ITEM 4.01 Changes in Registrant's Certifying Accountant.
On December 26, 2019, the Board of Directors of Cannabis Sativa, Inc. (the
"Company") unanimously approved the dismissal of Hall & Company, as the
Company's independent registered public accounting firm. The decision to change
the Company's independent registered public accounting firm was the result
notification from Hall & Company of an increase in the expected cost of the
audit for the year ended December 31, 2019. As noted below, the Company is also
replacing its Chief Financial Officer and the incoming Chief Financial Officer
introduced the Company to an auditor that he has worked with in the past. After
discussions between the new auditor, the incoming Chief Financial Officer and
the President of the Company, the Board of Directors elected to engage DeCoria
Maichel &Teague ("DM-T") as the Company's independent registered public
accounting firm for the fiscal year ending December 31, 2019 and dismissed Hall
& Co. from that role.
Hall & Co.'s reports on the Company's consolidated financial statements as of
and for the fiscal years ended December 31, 2018, and December 31, 2017, did not
contain an adverse opinion or a disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope, or accounting principles. The Company
was not required to have, nor was Hall & Company engaged to audit its internal
control over financial reporting. As part of their audit, Hall & Company was
required to obtain an understanding of internal control over financial
reporting, but not for the purpose of expressing an opinion on such internal
control, and no opinion was expressed by Hall & Company on the Company's
internal control over financial statements.
During the fiscal years ended December 31, 2018, and December 31, 2017, there
were (i) no "disagreements" within the meaning of Item 304(a)(1)(iv) of
Regulation S-K, between the Company and Hall & Co. on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction of Hall &
Co., would have caused Hall & Co. to make reference to the subject matter of the
disagreement in their reports on the financial statements for such years; and
(ii) no "reportable events" as that term is defined in Item 304(a)(1)(v) of
Regulation S-K.
The Company did not provide Hall & Company with a copy of the report prior to
filing, but this oversight has been corrected. Hall & Co. has now provided the
Company with its letter indicating that they have no disagreements with the
contents of the originally filed Form 8-K, other than the statement that they
had been provided with a copy of the originally filed Form 8-K prior to filing.
A copy of the letter from Hall & Company is attached as an Exhibit.
During the fiscal years ended December 31, 2018, and December 31, 2017, neither
the Company nor anyone acting on its behalf has consulted with DM-T with respect
to (i) the application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that might be
rendered on the Company's financial statements, and neither a written report nor
oral advice was provided to the Company that DM-T concluded was an important
factor considered by the Company in reaching a decision as to any accounting,
auditing, or financial reporting issue or (ii) any matter that was either the
subject of a "disagreement" or "reportable event" within the meaning of
Item 304(a)(1) of Regulation S-K.
ITEM 5.02 Departure of Chief Executive Officer.
Donald J. Lundblom resigned as Chief Financial Officer effective December 31,
2019 and will thereafter have no continuing role with the Company as Chief
Financial Officer or employee of the Company.
The Company's Board of Directors has appointed Brad E. Herr as Chief Financial
Officer effective January 1, 2020. Mr. Herr (CPA, Inactive) has over 38 years of
experience as a financial professional, including serving as chief financial
officer for a number of public and private issuers. In addition to his
experience as a financial professional, Mr. Herr practiced law for 18 years,
working primarily with emerging growth companies in capital formation and
business structure and development. Mr. Herr received his MBA from Gonzaga
University in 2005.
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Mr. Herr formed Nexit Opportunities LLC, a privately held firm offering
financial and business exit consulting services in 2014, and has served as
managing member since formation. In addition, from March 2018 through April
2019, Mr. Herr served as CFO for SponsorsOne, Inc, a Canadian public company
traded on the CSE under the symbol SPO. From March 2018 to present Mr. Herr also
serves as CFO for MJ Harvest, Inc., a public company traded on the OTC Pink
Market under the symbol MJHI.
Mr. Herr will receive compensation of $12,500 per month payable in the Company's
common stock. The term of the agreement commences on December 15, 2019 and ends
on December 31, 2020. It is renewable thereafter for successive one-year terms
upon agreement.
There are no family relationships between Mr. Herr and any director, executive
officer or person nominated or chosen by the Company to become a director or
executive officer. Additionally, there have been no transactions prior to the
date of his appointment involving Mr. Herr that would require disclosure under
Item 404(a) of Regulation S-K.
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