| ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Organization and Nature of Business cbdMD, Inc. ("cbdMD
", "we", "us", “our”, "Parent Company” or the “Company”) is a North Carolina
corporation formed on March 17, 2015 as Level Beauty Group, Inc. In November 2016 we changed the name of the Company to Level Brands,
Inc. On April 22, 2019, following approval by our shareholders at the 2019 annual meeting held on April 19, 2019, we filed Articles
of Amendment to our Articles of Incorporation changing the name of our company to “cbdMD, Inc.” effective May 1, 2019.
We operate from our offices located in Charlotte, North Carolina. Our fiscal year end is established as September 30. The accompanying unaudited interim condensed
consolidated financial statements of cbdMD have been prepared in accordance with accounting principles generally accepted in the
United States of America (“GAAP”) and the rules of the Securities and Exchange Commission (“SEC”) and should
be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s Annual
Report filed with the SEC on Form 10-K for the year ended September 30, 2018. In the opinion of management, all adjustments, consisting
of normal recurring adjustments, necessary for a fair presentation of consolidated financial position and the consolidated results
of operations for the interim periods presented have been reflected herein. Notes to the financial statements which would substantially
duplicate the disclosure contained in the audited consolidated financial statements for fiscal year 2018 as reported in the Form
10-K have been omitted. In March 2015, the Company formed Beauty and
Pin-Ups, LLC ("BPU"), a North Carolina limited liability company, and contributed $250,000 in exchange for our member interest.
As of September 30, 2018, we own 100% interest in BPU. BPU’s initial business focus was to manufacture, market and sell an
array of beauty and personal care products, including hair care and hair treatments, as well as beauty tools. The Company's products
historically have been sold to the professional salon market, principally through distributors to professional salons in the North
America and has expanded its focus to retailers, online segments and licensing opportunities. BPU no longer manufactures products
and has focused on licensing agreements. I’M1, LLC. (“I’M1”)
was formed in California in September 2016. IM1 Holdings, LLC, a California limited liability company, (“IM1 Holdings”)
was the initial member of I’M1. In January 2017, we acquired all of the Class A voting membership interests in I’M1
from IM1 Holdings in exchange for 583,000 shares of our common stock, which represents 51% of the interest in I’M1. IM1 Holdings
continues to own the Class B non-voting membership interest of I’M1. I’M1 – Ireland Men One is a brand inspired
by Kathy Ireland that focuses on providing millennial-inspired lifestyle products under the I’M1 brand. I’M1 has entered
into an exclusive wholesale license agreement with kathy ireland® Worldwide in connection with the use of the intellectual
property related to this brand. Encore Endeavor 1, LLC (“EE1”) was
formed in California in March 2016. EE1 Holdings, LLC, a California limited liability company, (“EE1 Holdings") was the
initial member of EE1. In January 2017, we acquired all of the Class A voting membership interests in EE1 from EE1 Holdings in
exchange for 283,000 shares of our common stock, which represents 51% of the interest in EE1. EE1 Holdings continues to own the
Class B non-voting membership interests of EE1. EE1 is a brand management company and producer and marketer of multiple entertainment
distribution platforms under the EE1 brand. Level H&W, LLC (“Level H&W”)
was formed in North Carolina in October 2017 and began operations in fiscal 2018; we own 100% interest in Level H&W. The Company
signed an agreement with kathy ireland® Worldwide to retain exclusive rights to the intellectual property and other rights
in connection with kathy ireland® Health & Wellness™ and its associated trademarks and tradenames. Level H&W
focuses on establishing licensing arrangements under the kathy ireland® Health & Wellness™ brand. The agreement
initially was a seven year agreement with a three year option to extend by the Company. The Company agreed to pay $840,000 over
the license term of seven years, of which $480,000 was paid by January 1, 2018, and $120,000 was to be paid on January 1 of subsequent
years until paid in full. The Company will pay kathy ireland® Worldwide 33 1/3% of net proceeds we receive under any sublicense
agreements we may enter into for this intellectual property as royalties, with credit being applied for any payments made toward
the $840,000. In January 2018, the Company, amended its wholesale license agreement with kathy Ireland® Worldwide. The amendment
accounted for the Company exercising its option on a three year extension and amending the payment terms related to this extension
as follows: to pay $400,000 within 5 days of executing the amendment (which was paid on January 31, 2018), and to pay the final
amounts due under the Agreement, $320,000 on the latter of January 1, 2019 or 30 days after the receipt by the Company of $5,000,000
in net proceeds from sublicense agreements signed under the health and wellness trademarks. In addition, royalty payments to kathy
ireland® Worldwide for the additional three year extension are set at 35% of net proceeds. The Company capitalized the cost
into intangibles and is amortizing them over the term of the licensing
agreement. In December 2018, the Company agreed to and paid the balance owed as final payment at a reduced price of $300,000. On November 17, 2017, the Company completed
an initial public offering (the “IPO”) of 2,000,000 shares of its common stock for aggregate gross proceeds of $12.0
million. The Company received approximately $10.9 million in net proceeds after deducting expenses and commissions. On October
2, 2018, the Company completed a secondary public offering of 1,971,428 shares of its common stock for aggregate gross proceeds
of approximately $6.9 million. The Company received approximately $6.3 million in net proceeds after deducting underwriting discounts
and commissions and other offering expenses payable by us. On December 20, 2018 the Company, and its newly
organized wholly-owned subsidiaries AcqCo, LLC and cbdMD LLC, completed a two-step merger (the “Mergers”) with Cure
Based Development, LLC, a Nevada limited liability company (“Cure Based Development”). Upon completion of the Mergers,
cbdMD LLC survived and operates the prior business of Cure Based Development. On April 10, 2019, cbdMD LLC was renamed to CBD Industries
LLC (“CBDI”). As consideration for the Mergers, the Company has a contractual obligation, after approval by our shareholders,
to issue 15,250,000 shares of our common stock to the members of Cure Based Development, of which 8,750,000 of the shares will
vest over a five year period and are subject to a voting proxy agreement. CBDI produces and
distributes Principles of Consolidation The consolidated financial statements include
the accounts of the Company and its majority owned subsidiaries I’M1 and EE1 and wholly owned subsidiaries CBDI, BPU
and Level H&W. All material intercompany transactions and balances have been eliminated in consolidation. The third party ownership
of the Company’s subsidiaries is accounted for as non-controlling interest in the consolidated financial statements. Changes
in the non-controlling interest are reported in the statement of shareholders’ equity (deficit). Use of Estimates The preparation of the Company's consolidated
financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“US
GAAP”), and requires management to make estimates and assumptions that affect amounts of assets and liabilities and disclosures
of contingent assets and liabilities as of the date of the financial statements and reported amounts of revenues and expenses during
the periods presented. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the consolidated
financial statements in the period they are determined to be necessary. Significant estimates made in the accompanying consolidated
financial statements include, but are not limited to, allowances for doubtful accounts, inventory valuation reserves, expected
sales returns and allowances, trade support costs, certain assumptions related to the valuation of investments other securities,
marketable securities, common stock, acquired intangible and long-lived assets and the recoverability of intangible and long-lived
assets and income taxes, including deferred tax valuation allowances and reserves for estimated tax liabilities, contingent liability
and, hence consideration for the Mergers is a material estimate. Actual results could differ from these estimates. Cash and Cash Equivalents For financial statements purposes, the Company
considers all highly liquid investments with a maturity of less than three months when purchased to be cash equivalents. Accounts receivable and Accounts receivable
other Accounts receivable are stated at cost less
an allowance for doubtful accounts, if applicable. Credit is extended to customers after an evaluation of the customer’s
financial condition, and generally collateral is not required as a condition of credit extension. Management’s determination
of the allowance for doubtful accounts is based on an evaluation of the receivables, past experience, current economic conditions,
and other risks inherent in the receivables portfolio. As of March 31, 2019 we have an allowance for doubtful accounts of $15,595,
and had no allowance at September 30, 2018. In addition, the Company may, from time
to time, enter into contracts where a portion of the consideration provided by the customer in exchange for the Company's services
is common stock, options or warrants (an equity position). In these situations, upon invoicing the customer for the
stock or other instruments, the Company will record the receivable as accounts receivable other, and use the value of the stock
or other instrument upon invoicing to determine the value. Where an accounts receivable is settled with the receipt of the common
stock or other instrument, the common stock or other instrument will be classified as an asset on the balance sheet as either an investment marketable
security (when the customer is a publicly traded entity) or as an investment other security (when the customer is a private entity). Accounts receivable and accounts receivable
other items that involve a related party are indicated as such on the face of the financial statements. Receivable and Merchant Reserve The Company primarily sells its products through
the internet and has an arrangement to process customer payments with third-party payment processors. The arrangement with the
payment processor requires that the Company pays a fee of between 5.95% - 6.95% of the transaction amounts processed. Pursuant
to this agreement, there is a waiting period between 4 -14 days prior to reimbursement to the Company, as well as a calculated
reserve which the payment processor holds back. Fees and reserves can change periodically with notice from the processors. At March
31, 2019, the receivable from payment processors included approximately $343,230 for the waiting period amount and is recorded
as accounts receivable in the accompanying consolidated balance sheet and $626,160 for the reserve amount for a total receivable
of $969,390. Marketable Securities Marketable securities that are equity securities
are carried at fair value on the consolidated balance sheets with changes in fair value recorded as an unrealized gain or (loss)
in the Statements of Operations in the period of the change. Upon the disposition of a marketable security, the Company records
a realized gain or (loss) on the Company’s consolidated statements of operations. On October 1, 2018, as a result of
the adoption of ASU 2016-01 – Financial Instruments Investment Other Securities For equity investments where the Company neither
controls nor has significant influence over the investee and which are non-marketable, the investments are accounted for using
the cost method of accounting in accordance with ASC 325-10. Under the cost method, dividends received from the investment are
recorded as dividend income within non-operating income. Other-than-Temporary Impairment The Company’s management periodically
assesses its investment other securities, which are held at cost less impairment, for any unrealized losses that may be other-than-temporary
and require recognition of an impairment loss in the consolidated statement of operations. If the carrying value of an investment
exceeds its fair value, the Company evaluates, among other factors, general market conditions, the length of time the security
has been in a loss position, the extent to which the security’s market value is less than its carrying value, the financial
condition and prospects of the security’s issuer and the Company’s ability and intent to hold the security for a length
of time sufficient to allow for recovery. If the impairment is considered other-than-temporary, an impairment charge is recorded
in non-operating income in the consolidated statements of operations. Inventory Inventory is stated at the lower of cost or
net realizable value with cost being determined on a weighted average basis. The cost of inventory includes product cost, freight-in,
and production fill and labor (portions of which we outsource to third party manufacturers). Write-offs of potentially slow moving
or damaged inventory are recorded based on management’s analysis of inventory levels, forecasted future sales volume and
pricing and through specific identification of obsolete or damaged products. We assess inventory quarterly for slow moving products
and potential impairments and at a minimum perform a physical inventory count annually near fiscal year end. Customer Deposits Customer deposits consist of payments received
in advance of revenue recognition. Revenue is recognized as revenue recognition criteria are met. Property and Equipment Property and equipment items are stated at cost
less accumulated depreciation. Expenditures for maintenance and repairs are charged to operating expense as incurred. Depreciation
is charged to expense over the estimated useful lives of the assets using the straight-line method. Generally, the useful lives
are five years for show booths and equipment, three to four years for manufacturer’s molds and plates, computers, furniture
and equipment, leasehold improvements, and software. The cost and accumulated depreciation of property are eliminated from the
accounts upon disposal, and any resulting gain or loss is included in the consolidated statement of operations for the applicable
period. Long-lived assets held and used by the Company are reviewed for impairment whenever changes in circumstance indicate the
carrying value of an asset may not be recoverable. Fair value accounting The Company utilizes accounting standards for
fair value, which include the definition of fair value, the framework for measuring fair value, and disclosures about fair value
measurements. Fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement
should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis
for considering market participant assumptions in fair value measurements, fair value accounting standards establish a fair value
hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the
reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s
own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). Level 1 inputs utilize quoted prices in
active markets for identical assets or liabilities that the Company has the ability to access. Level 2 inputs are inputs other
than quoted prices included in Level 1 that are directly or indirectly observable for the asset or liability. Level 2
inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for
the asset or liability. Level 3 inputs are unobservable inputs for the asset or liability, which are based on an entity’s
own assumptions, as there is little, if any, observable market activity. In instances where the fair value measurement is based
on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair
value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The
Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment
and considers factors specific to the asset or liability. When the Company records an investment in marketable
securities the asset is valued at fair value. For investment other securities, it will value the asset using the cost method of
accounting. Any changes in fair value for marketable securities during a given period will be recorded as an unrealized gain
or loss in the Statement of Operations. For investment other securities we use the cost method and hold the securities at cost
less impairment. The company periodically compares the fair value of the investment other security to cost in order to determine
if there is an other-than-temporary impairment that should be recorded. Intangible Assets The Company's intangible assets consist of trademarks,
goodwill, and other intellectual property, which are accounted for in accordance with ASC Topic 350, Intangibles – Goodwill
and Other. The Company employs the non-amortization approach to account for purchased intangible assets having indefinite lives.
Under the non-amortization approach, intangible assets having indefinite lives are not amortized into the results of operations,
but instead are reviewed annually or more frequently if events or changes in circumstances indicate that the assets might be impaired,
to assess whether their fair value exceeds their carrying value. We perform an impairment analysis at August 1 annually on the
indefinite-lived intangible assets following the steps laid out in ASC 350-30-35-18. Our annual impairment analysis includes a
qualitative assessment to determine if it is necessary to perform the quantitative impairment test. In performing a qualitative
assessment, we review events and circumstances that could affect the significant inputs used to determine if the fair value is
less than the carrying value of the intangible assets. If a quantitative analysis is necessary, we would analyze various aspects
including number of contracts acquired and retained as well as revenues from those contracts, associated with the intangible assets.
In addition, intangible assets will be tested on an interim basis if an event or circumstance indicates that it is more likely
than not that an impairment loss has been incurred. Intangible assets with finite useful lives are
amortized using the straight-line method over their estimated period of benefit. In accordance with ASC 360-10-35-21, finite lived
intangibles are reviewed annually, or more frequently if events or changes in circumstances indicate that the assets might be impaired,
to assess whether their fair value exceeds their carrying value. In conjunction with any acquisitions, the Company
refers to ASC-805 as amended by Accounting Standards Update (“ASU”) 2017-01 in determining if the Company is acquiring
any inputs, processes or outputs and the impact that such factors would have on the classification of the acquisition as a business combination
or an asset purchase. Additionally, the Company refers to the aforementioned guidance in reviewing all acquired assets and assumed
liabilities for valuation in a business combination, including the determination of intangible asset values. Contingent liability A significant component of the purchase price
consideration for the Company’s acquisition of CBDI includes a fixed number of future shares to be issued as well as a variable
number of future shares to be issued based upon the post-acquisition entity reaching certain specified future revenue targets,
as further described in Note 9. The Company made a determination of the fair value of the contingent liabilities as part of the
valuation of the assets acquired and liabilities assumed in the business combination. The Company recognizes both the fixed number
of shares to be issued, and the variable number of shares to be potentially issued, as contingent liabilities on its Consolidated
Balance Sheets. These contingent liabilities are recorded at fair value upon the acquisition date and are remeasured quarterly
based on the reassessed fair value as of the end of that quarterly reporting period. For the three months ending March 31, 2019,
the contingent liabilities associated with the business combination were increased by $30,914,074 to reflect their reassessed fair
values as of March 31, 2019. For the three months ended March 31, 2019, the Company made no material adjustments to the forecasted
performance of the post-acquisition entity that would impact the estimated likelihood that the revenue targets disclosed in Note
9 would be met. The primary catalyst for the $30,914,074 increase in contingent liabilities is the change in the Company’s
share price between December 31, 2018 and March 31, 2019. These increases or reductions to the contingent liabilities are reflected
within Other Expenses on the Consolidated Statements of Operations. Common stock The Company was a private company until November
2017 and as such there was no market for the shares of its common stock. Previously, we valued a share of common stock based on
recent financing transactions that included the issuance of common stock to an unrelated party at a specified price. In the event,
however, there had not been a recent and significant equity financing transaction, or the nature of the business had significantly
changed subsequent to an equity financing, we used valuation techniques, which included discounted cash flow analysis, comparable
company review, and consultation with third party valuation experts to assist in estimating the value of our common stock. On November
17, 2017, the Company completed its IPO, thus our stock has been valued by the market since that date. Revenue Recognition The Company adopted ASC 606, Revenue from
Contracts with Customers Under the ASC 606, the Company recognizes revenues
when its customer obtains control of promised goods or services, in an amount that reflects the consideration which it expects
to receive in exchange for those goods. The Company recognizes revenues following the five step model prescribed under ASC 606:
(i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction
price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or
as) we satisfy the performance obligation. Performance Obligations A performance obligation is a promise in a contract
to transfer a distinct good or service to a customer. The Company has reviewed its various revenue streams for its existing contracts
under the five-step approach. The Company has entered into various license agreements that provide revenues based on guarantee
minimum royalty payments with additional royalty revenues based on a percentage of defined sales. Guaranteed minimum royalty payments
(fixed revenue) are recognized on a straight-line basis over the term of the contract, as defined in each license agreement. Earned
royalties and earned royalties in excess of the fixed revenue (variable revenue) are recognized as income during the period corresponding
to the licensee’s sales. Earned royalties in excess of fixed revenue are only recognized when the Company is reasonably certain
that the guaranteed minimums payments for the period will be exceeded. The below table summarizes amounts related to
future performance obligations under fixed contractual arrangements as of March 31, 2019:
Remainder of fiscal 2019 2020 and thereafter
Future performance obligations $ 0 $ 0
Allocation of transaction price At times, the Company enters into contracts
with customers wherein there are multiple elements that may have disparate revenue recognition patterns. In such instances, the
Company must allocate the total transaction price to these various elements. This is achieved by estimating the standalone selling
price of each element, which is the price at which we sell a promised good or service separately to a customer. In circumstances where we have not historically
sold relevant products or services on a standalone basis, the Company utilizes the most situationally appropriate method of estimating
standalone selling price. These methods include (i) an adjusted market assessment approach, wherein we refer to prices from our
competitors for similar goods or serves and adjust those prices as necessary to reflect our typical costs and margins, (ii) an
expected cost plus margin approach, wherein we forecast the costs that we will incur in satisfying the identified performance obligation
and adding an appropriate margin to such costs, and (iii) a residual approach, wherein we adjust the total transaction price to
remove all observable standalone selling prices of other goods or services included in the contract and allocate the entirety of
the remaining contract amount to the remaining obligation. Revenue recognition The Company records revenue from the sale of
its products when risk of loss and title to the product are transferred to the customer, which is upon shipping. Net sales are
comprised of gross revenues less product returns, trade discounts and customer allowances, which include costs associated with
off-invoice mark-downs and other price reductions, as well as trade promotions. These incentive costs are recognized at the later
of the date on which the Company recognizes the related revenue or the date on which the Company offers the incentive. Although
currently the Company does not have a formal return policy and historically our returns have been immaterial, in connection with
the Mergers with Cure Based Development we are evaluating implementation of a formal refund/return policy. The Company also enters into various license
agreements that provide revenues based on royalties as a percentage of sales and advertising/marketing fees. The contracts can
also have a minimum royalty, with which this and the advertising/marketing revenue is recognized on a straight-line basis over
the term of each contract year, as defined, in each license agreement. Royalties exceeding the defined minimum amounts are recognized
as income during the period corresponding to the licensee’s sales, as are all royalties that do not have a minimum royalty.
Payments received as consideration of the grant of a license are recognized ratably as revenue over the term of the license agreement
and are reflected on the Company’s consolidated balance sheets as deferred revenue at the time payment is received and recognized
ratably as revenue over the term of the license agreement. Similarly, advanced royalty payments are recognized ratably
over the period indicated by the terms of the license and are reflected in the Company’s consolidated balance sheet in deferred
revenue at the time the payment is received. Revenue is not recognized unless collectability is reasonably assured.
If licensing arrangements are terminated prior to the original licensing period, we will recognize revenue for any contractual
termination fees, unless such amounts are deemed non-recoverable. Licensing for trademarks are considered symbolic licenses, which
contain the characteristics of a right-to-access license since the customer is simultaneously receiving the Intellectual Property
and benefiting from it throughout the license period. As such, the Company primarily records revenue from licenses on a straight-line
basis over the license period as the performance obligation is satisfied over time. In regard to sales for services provided, the
Company records revenue when the customer has accepted services and the Company has a right to payment. Based on the contracted
services, revenue is recognized when the Company invoices customers for completed services at agreed upon rates or revenue is recognized
over a fixed period of time during which the service is performed. Disaggregated Revenue Our segment reporting categorizes Company activity
into the following broad transaction types: product sales, licensing arrangements and advisory services. We believe that these
segment categories appropriately reflect how the nature, amount, timing and uncertainty of revenue and cash flows are impacted
by economic factors. See Note 15 – Segment Information, for disaggregated presentation of revenue. Contract Balances Contract assets represent unbilled receivables
and are presented within accounts receivable, net on the condensed consolidated balance sheets. Contract liabilities represent
unearned revenues and are presented as deferred revenue or customer deposits on the condensed consolidated balance sheets. The below table summarize the net change in
contract assets and contract liabilities from October 1, 2018 to March 31, 2019:
Entertainment Products Licensing Total
Balance at September 30, 2018 $ 37,500 - $ 115,625 $ 153,125
Billed during three months ended December 31, 2018 75,000 265,000 - 340,000
Earned during three months ended December 31, 2018 (68,750 ) - (115,625 ) (184,375 )
Balance at December 31, 2018 $ 43,750 $ 265,000 - $ 308,750
Amount returned during three months ended March 31, 2019 (175,000 ) (175,000 )
Billed during three months ended March 31, 2019 - - 10,000 10,000
Earned during three months ended March 31, 2019 (18,750 ) - (1,667 ) (20,417 )
Balance at March 31, 2019 $ 25,000 $ 90,000 $ 8,333 $ 123,333 Cost of Sales Our cost of sales includes costs associated
with distribution, fill and labor expense, components, manufacturing overhead, and outbound freight for our products divisions,
and includes labor, third-party service providers, and amortization expense related to intellectual property for our licensing
and entertainment divisions. In our products division, cost of sales also includes the cost of refurbishing products returned
by customers that will be offered for resale and the cost of inventory write-downs associated with adjustments of held inventories
to their net realizable value. These expenses are reflected in the Company’s consolidated statements of operations when the
product is sold and net sales revenues are recognized or, in the case of inventory write-downs, when circumstances indicate that
the carrying value of inventories is in excess of their net realizable value. Advertising Costs The Company expenses all costs of advertising
and related marketing and promotional costs as incurred. The Company incurred approximately $1,559,000 and $248,000 in advertising
and related marketing and promotional costs included in operating expenses during the three months ended March 31, 2019 and 2018,
respectively. The Company incurred approximately $1,775,000 and $581,000 in advertising and related marketing and promotional costs
included in operating expenses during the six months ended March 31, 2019 and 2018, respectively. Shipping and Handling Fees and Costs All fees billed to customers for shipping and
handling are classified as a component of sales. All costs associated with shipping and handling are classified as a component
of cost of goods sold. Income Taxes The Parent Company is a North Carolina corporation
that is treated as a corporation for federal and state income tax purposes. Prior to April 2017, BPU was a multi-member limited
liability company that was treated as a partnership for federal and state income tax purposes. As such, the Parent Company’s
partnership share in the taxable income or loss of BPU was included in the tax return of the Parent Company. Beginning in April
2017, the Parent Company acquired the remaining interests in BPU. As a result of the acquisition, BPU became a disregarded entity
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