United States securities and exchange commission logo
October 13, 2020
Lisa Nelson
Chief Executive Officer
CBD Life Sciences Inc.
10855 N 116th Street, Suite 115
Scottsdale, AZ 85259
Re: CBD Life Sciences
Inc.
Post-qualification
Amendment No. 1 to
Offering Statement
on Form 1-A
Filed September 23,
2020
File No. 024-11005
Dear Ms. Nelson:
We have reviewed your amendment 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.
Post-qualification Amendment to Form 1-A filed September 23, 2020
Cover Page
1. We note your disclosure
on page F-11 that "the placement of [the Regulation
A+] common stock is
being handled by a New York firm. In addition, we note your
disclosure on page 28
that the, "offering price was determined by negotiation between us
and the Underwriter."
However, we also note your disclosure on the cover page that you
are "offering these
securities without an underwriter." Please advise if you have engaged
an underwriter,
placement agent or are paying any finder's fee or similar payment in
connection with the
offering. In addition, please revise the table to be in a format
substantially
consistent with Item 1(e). Refer to Item 1(e) of Part II to Form 1-A,
including Instruction
6.
Lisa Nelson
FirstName LastNameLisa
CBD Life Sciences Inc. Nelson
Comapany
October 13,NameCBD
2020 Life Sciences Inc.
October
Page 2 13, 2020 Page 2
FirstName LastName
Management, page 40
2. We note that you provide narrative disclosure of your chief marketing
officer, Joseph
Hawkes, but do not include his information in your table of directors
and executive
officers. Please include him in the table or otherwise advise us why
he should not be
considered an executive officer. In addition, to the extent he is an
executive officer please
include his compensation information in your Executive Compensation
section. Refer
to Item 11 of Part II to Form 1-A.
Principal Stockholders, page 46
3. We note your updated "Shares Held" figures in the common stock table.
However, your
"Total" row does not appear to be correct as it does not include the
shares held by Brianna
Nelson and Ten Associates, LLC. Please advise or revise accordingly.
Description of Securities, page 47
4. We note your disclosure in the principal stockholders table that two
holders hold an
aggregate of 66,081,530 shares of Series A Non-Convertible Preferred
Stock. However,
we note that in your description of capital stock that you have only
designated
16,081,530 shares of Series A Non-Convertible Preferred Stock. Please
correct this
inconsistency or otherwise advise.
Experts, page 51
5. Revise to disclose the date that Thayer O'Neal resigned as the
independent accountant of
LBC Bioscience, Inc.
CBD Life Sciences, Inc. Financial Statements, page F-1
6. We note that you have included unaudited financial statements as of
and for the year
ended December 31, 2019. Pursuant to the requirements of Part
F/S(b)(3) through (b)(5)
of Form 1-A, where an offering statement is expected to be qualified
more than nine
months after the most recently completed fiscal year end, an interim
balance sheet and
interim statements of loss and comprehensive loss, equity, and cash
flows covering a
period no earlier than six months after the most recently completed
fiscal year end is to be
provided. Specific reference is made to Part F/S(b)(3)(B) of Form 1-A.
Please revise to
provide updated financial statements in your next amendment.
Note 1 - Nature of Operations and Continuance of Business, page F-6
7. In regards to your acquisition of LBC Bioscience, Inc., please revise
to add disclosures
required by ASC 805. In particular, include the following:
a description of the arrangement,
the basis for determining the amount of consideration paid,
your accounting treatment for the transaction, and
Lisa Nelson
CBD Life Sciences Inc.
October 13, 2020
Page 3
the amounts recognized as of the acquisition date for each major
class of assets
acquired and liabilities assumed
We will consider qualifying your offering statement at your request. If
a participant in
your offering is required to clear its compensation arrangements with FINRA,
please have
FINRA advise us that it has no objections to the compensation arrangements
prior to
qualification.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Eric Atallah at 202-551-3663 or Kevin Vaughn at
202-551-3494 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jason Drory at 202-551-8342 or Mary Beth Breslin at 202-551-3625 with
any other
questions.
Sincerely,
FirstName LastNameLisa Nelson
Division of
Corporation Finance
Comapany NameCBD Life Sciences Inc.
Office of Life
Sciences
October 13, 2020 Page 3
cc: Brian Higley, Esq.
FirstName LastName