August 12, 2019

Lisa Nelson
Chief Executive Officer
CBD Life Sciences Inc.
11445 E. Via Linda, Unit 2-496
Scottsdale, AZ 85259

       Re: CBD Life Sciences Inc.
           Amendment No. 1 to Offering Statement on Form 1-A
           Filed August 7, 2019
           File No. 024-11005

Dear Ms. Nelson:

       We have the following comment on your amended offering statement.

       Please respond to this letter by amending your offering statement and
providing the
requested information. If you do not believe our comment applies to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your offering statement and the
information you
provide in response to this comment, we may have additional comments. Unless we
note
otherwise, our references to prior comments are to comments in our May 28, 2019
letter.

Amendment 1 to Offering Statement on Form 1-A

Index to Consolidated Financial Statements, page F-1

1.    Please provide us an analysis as requested in our May 28, 2019 letter
supporting your
      accounting treatment of the acquisition of LBC Bioscience, Inc. as a
business combination
      whereby the company was deemed the acquirer pursuant to ASC 805-10-25
rather than a
      reverse acquisition pursuant to ASC 805-40 whereby LBC Bioscience would
be deemed
      the acquirer. Also, given the amount of goodwill recorded on the June 30,
2019 Balance
      Sheet and the amount indicated in the line item "Common Stock Issued for
Acquisition"
      on the Statement of Stockholders' Equity, it appears the acquisition of
LBC Bioscience
      was material and that the financial statements of LBC Bioscience are
required per Part
      F/S, Section (b)(7)(iii) of Form 1-A. In addition, the filing should
include pro forma
      financial information pursuant to Part F/S, Section (b)(7)(iv) to reflect
the transaction with
      LBC as appropriate. Please amend your filing to include the LBC
Bioscience financial
 Lisa Nelson
CBD Life Sciences Inc.
August 12, 2019
Page 2
      statements and related pro forma financial information, or provide us an
analysis
      supporting why they are not required. We will not perform a detailed
examination of the
      offering statement until you amend your filing, accordingly, and provide
us the above
      requested information.
        You may contact Jim B. Rosenberg, Senior Assistant Chief Accountant, at
202-551-3679
if you have questions regarding comments on the financial statements and
related
matters. Please contact Mary Beth Breslin, Legal Branch Chief, at 202-551-3625
with any other
questions.



                                                          Sincerely,
FirstName LastNameLisa Nelson
                                                          Division of
Corporation Finance
Comapany NameCBD Life Sciences Inc.
                                                          Office of Healthcare
& Insurance
August 12, 2019 Page 2
cc:       John E. Lux, Esq.
FirstName LastName