SecProbe.io

July 16, 2019
Brian John
Chief Executive Officer
CBD Brands, Inc.
725 N. Hwy A1A, Suite C-106
Jupiter, FL 33477
Re:CBD Brands, Inc.
Offering Statement on Form 1-A
Filed June 21, 2019
File No. 024-11021
Dear Mr. John:
            We have reviewed your 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.
Form 1-A filed June 21, 2019
General, page i
1.You have checked the box indicating you meet the criteria for eligibility for the use of
Form 1-A. Securities Act Rule 251(b)(3) provides that Form 1-A is not available for
issuers of securities that are development stage companies that either have no specific
business plan or purpose, or have indicated that their business plan is to merge with or
acquire an unidentified company or companies. You disclose you are a development stage
company with a business plan to merge with an unidentified company. We also note from
page 15 that your principal use of proceeds from the offering is to engage in acquisitions.
Please provide us with your analysis as to why you believe you are eligible to use
Regulation A for the proposed transaction. Please refer to Securities Act Rule 251(b)(3).
2.We note that your forum selection provision in your Subscription Agreement identifies the
state and federal courts in Wilmington, Delaware as the exclusive forum for certain
litigation.  Under an appropriately titled risk factor please describe the exclusive forum

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provision and the types of actions to which it relates, and disclose that such a provision
may limit a shareholder's ability to bring a claim in a judicial forum that it finds favorable
for disputes with the company and its directors, officers, or other employees and may
discourage lawsuits with respect to such claims. Please disclose whether this provision
applies to actions arising under the Securities Act or Exchange Act. If this provision does
not apply to actions arising under the Securities Act or Exchange Act, please also ensure
that the exclusive forum provision in your Subscription Agreement states this clearly, or
tell us how you will inform investors in future filings that the provision does not apply to
any actions arising under the Securities Act or Exchange Act.
Description of Business, page 16
3.We note disclosures of your business involving beverages on page 8, fashion, apparel,
beverages and block chain in your Plan of Operation section on page 18, and developing
the use of CBD in the treatment of diseases such as cancer, arthritis, anxiety, insomnia,
psoriasis, chronic pain on page F-6. Please revise to make the disclosures of your business
consistent throughout the filing.
Signatures, page 29
4.Please revise the signature page so that all future amendments are also signed by
your principal accounting officer and a majority of the members of your board of
directors. To the extent someone is signing in more than one capacity, indicate each
capacity in which such person is signing. Refer to Instruction 1 to Signatures on Form 1-
A.
Financial Statements, page F-1
5.It appears your financial statements for the period ended March 31, 2019 are unaudited.  If
true, please label them as such.
            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.  We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.
            You may contact Tracie Mariner (Staff Accountant) at (202) 551-3744 or Terence
O'Brien (Accounting Branch Chief) at (202) 551-3355 if you have questions regarding
comments on the financial statements and related matters.  Please contact Sherry Haywood (Staff

 FirstName LastNameBrian John
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Brian John
CBD Brands, Inc.
July 16, 2019
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Attorney) at (202) 551-3345 or Asia Timmons-Pierce (Special Counsel) at (202) 551-3754 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction