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May 29, 2024
Lisa Nelson
Chief Executive Officer
CBD Life Sciences Inc.
10953 N. Frank Lloyd Wright Boulevard Suite 108
Scottsdale, AZ 85259
Re:CBD Life Sciences Inc.
Offering Statement on Form 1-A
Filed May 2, 2024
File No. 024-12430
Dear Lisa Nelson:
            We have reviewed your offering statement and have the following comments.
            Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a 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 letter, we may have additional comments.
Offering Statement on Form 1-A
Cover Page
1.Please revise the cover page to state that the terms of the offering, including the offering
price, were determined arbitrarily, as you have done on page 12.
2.We note that this offering is being conducted on a best-efforts basis. If true,
please disclose that no funds will be placed in an escrow account during the offering
period, as stated on page 15.
Offering Circular Summary
Our Company, page 2
3.Please revise the Summary to provide a balanced view of the company and its business
operations. For instance, please state that the company's current cash position of
approximately $5,000 is not adequate for the company to maintain its present level of
operations through the remainder of 2024, and that you must obtain additional capital
from third parties in order to implement your business plans and to remain in business as

 FirstName LastNameLisa Nelson
 Comapany NameCBD Life Sciences Inc.
 May 29, 2024 Page 2
 FirstName LastNameLisa Nelson
CBD Life Sciences Inc.
May 29, 2024
Page 2
you have stated on page 24.
Risk Factors
We currently depend on the efforts of Chief Executive Officer..., page 5
4.We note your statement on page 5 that you have not entered into an employment
agreement with Mrs. Nelson. However, you also state on page 28 that Mrs. Nelson entered
into an employment agreement with the company for a term of five years. Please
reconcile.
Transferability of the Offered Shares, page 17
5.We note your disclosure that the Offered Shares will be "freely transferrable, subject to
any restrictions imposed by applicable securities laws or regulations." Please provide a
summary of the applicable laws and regulations that may impact the transferability of the
Offered Shares.
Our Business, page 20
6.You state that you recently began developing and manufacturing your own CBD products
and that your primary focus is to continue to develop and market such products as well as
continuing to act as a retailer of products of other suppliers and manufacturers. Please
describe the type of products you sell on behalf of other suppliers and manufacturers and
discuss how much of your business is composed of acting as a retailer of products by third
parties.
Our Products, page 20
7.You state that your products' CBD ingredients are derived from hemp through a
"specialized extraction process". Please clarify if you conduct this process in-house or
through a third party and explain your use of the term "specialized" in this context.
Suppliers, page 21
8.You state that your vendors have represented to you that their manufacturing facilities
follow FDA required guidelines and regulation. Please discuss the supplies these vendors
are supplying you. Further, you state on page 6 that you are dependent upon suppliers
and have entered into agreements with certain suppliers and manufacturers. If material,
please discuss the terms of such agreements and file them as exhibits, or otherwise
advise.
Employees, page 22
9.You state that Lisa Nelson, your chief executive officer, president, chief financial officer,
treasurer, and director only devotes between 60% to 80% of her time to the business and
Brianna Nelson, your chief marketer, only devotes 80% of her time. Please include a risk
factor, where appropriate, noting that your officers are not exclusively employed by or

 FirstName LastNameLisa Nelson
 Comapany NameCBD Life Sciences Inc.
 May 29, 2024 Page 3
 FirstName LastName
Lisa Nelson
CBD Life Sciences Inc.
May 29, 2024
Page 3
focused on the operation of the business. Further, we note that on page 25 you list Brianna
Nelson as the chief product developer and director and you list Matthew McGee as your
chief marketing officer. Please reconcile.
Regulation with Respect to CBD, page 22
10.Please revise this section to include a more detailed description of the regulatory
landscape applicable to the company, its operations and its products. Further, please list
any licenses or permits businesses in your industry need in order to conduct operations, if
any.
Directors and Executive Officers, page 25
11.We note your table identifying your executive management. Please also include a column
indicating the approximate hours per week for each part-time employee as required by
Item 10(a) of Form 1-A (Part II).
            We will consider qualifying your offering statement at your request. In connection with
your request, please confirm in writing that at least one state has advised you that it is prepared
to qualify or register your offering. 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.
            Please contact Tracie Mariner at 202-551-3744 or Daniel Gordon at 202-551-3486 if you
have questions regarding comments on the financial statements and related matters. Please
contact Doris Stacey Gama at 202-551-3188 or Laura Crotty at 202-551-7614 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Eric Newlan, Esq.