November 13, 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. 3 to Offering Statement on Form 1-A
Filed October 17, 2019
File No. 024-11005
Dear Ms. Nelson:
We have reviewed your amended offering statement and have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your offering statement and
providing the
requested information. If you do not believe our comments apply 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 these comments, we may have additional comments.
Amended Form 1-A filed October 17, 2019
The Offering, page 4
1. Confirm for us the number of shares of common stock authorized following
the reverse
stock split disclosed on page F-50, the maximum number of shares to be
included in the
offering, and the number of shares of common stock to be outstanding
after the offering.
Please revise as appropriate for consistency throughout the filing.
Notes to the Consolidated Financial Statements June 30, 2019 , page F-8
2. Please revise to include disclosures related to the January 1, 2019
acquisition of LBC
Bioscience Inc. as required by ASC 805.
Lisa Nelson
CBD Life Sciences Inc.
November 13, 2019
Page 2
7. Common Stock, page F-14
3. Please revise to disclose the number of restricted shares outstanding
related to the LBC
Bioscience acquisition. Include a description of the restrictions on the
shares in your
disclosure.
Financial Statements, page F-28
4. Your financial statements for CBD Life Sciences, Inc. for the period
ended December 31,
2018 appear to combine the financial statements of Optium Cyber Systems,
Inc. included
on page F-39 and those of LBC Bioscience Inc. included on page F-51 as if
the acquisition
of LBC Bioscience was completed at the beginning of the earliest period
presented instead
of the January 1, 2019 acquisition date. Please recast these financial
statements as pro
forma financial information showing the effects of the acquisition as
described in Rule 8-
05 of Regulation S-X. Refer to the requirements of Part F/S, Section
(b)(7)(iv).
Statements of Cash Flow, page F-43
5. With regard to the cash flow statements:
The $497,410 of net proceeds from issuance of common stock presented on
the
statements of cash flow on page F-43 does not appear to be a cash
transaction per the
amounts reported on the Statements of Stockholders' Equity (Deficit)
on page F-42.
The $1,003,982 reported on page F-43 appears to be a non-cash
transaction per page
F-42 and should not be reflected in the cash flow statement as a cash
transaction.
Also, the $572,645 reported on page F-32 appears to relate to the
$225,000 and
$347,645 non-cash transactions on page F-31 and should not be
reflected in the
cash flow statement as cash transactions.
Confirm to us that all transactions described as "net proceeds from
issuance of
common stock" reported on all the cash flow statements were cash
transactions or
revise as necessary.
Any non-cash transactions should be disclosed. Refer to ASC
230-10-50-3.
You may contact Rolf Sundwall at 202-551-3105 or Lisa Vanjoske at
202-551-3614 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Ada D. Sarmento at 202-551-3798 or Joe McCann at 202-551-6262 with any
other
questions.
Sincerely,
FirstName LastNameLisa Nelson
Division of
Corporation Finance
Comapany NameCBD Life Sciences Inc.
Office of Life
Sciences
November 13, 2019 Page 2
cc: John E. Lux, Esq.
FirstName LastName