SecProbe.io

May 28, 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.
Offering Statement on Form 1-A
Filed May 22, 2019
File No. 024-11005
Dear Ms. Nelson:
            We have the following comment on your 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.
Offering Statement on Form 1-A filed May 22, 2019
Index to Consolidated Financial Statements, page F-1
1.Please provide us an analysis of the accounting treatment of the acquisition of LBC
Bioscience in January 2019. Given that the former shareholders of LBC Bioscience have
received significantly more than 50% of CBD Life Sciences’ common stock in the
transaction, it appears that LBC is the accounting acquirer and, as such, will be the
continuing reporting entity. If so, revise the filing to include the financial statements
required by Part F/S, Section (b)(3)-(4) of Form 1-A. Alternatively, if you conclude that
LBC is not the accounting acquirer, revise the Form 1-A to include the financial
statements required by Part F/S, Section (b)(7)(iii) of the Form. In addition, revise to
include pro forma financial information pursuant to Part F/S, Section (b)(7)(iv) to reflect
the transaction with LBC as appropriate. We will not perform a detailed examination of
the offering statement until you revise to include the appropriate financial statements.

 FirstName LastNameLisa Nelson
 Comapany NameCBD Life Sciences Inc.
 May 28, 2019 Page 2
 FirstName LastName
Lisa Nelson
CBD Life Sciences Inc.
May 28, 2019
Page 2
            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 Jim Rosenberg, Senior Assistant Chief Counsel, 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,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       John E. Lux, Esq.