SecProbe.io

CORRESP
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filename1.htm

    John E. Lux, Esq.

        1629
        K Street, Suite 300

        Washington,
        DC 20006

    Lux Law, pa

        (202)
        780-1000

        john.lux@securities-law.info

 October 17, 2019

Jim Rosenberg

Senior Assistant Chief Counsel,

U.S. Securities and Exchange Commission

Washington, DC 20549

    Re:
    CBD Life Sciences Inc.

Offering Statement on Form 1-A

Filed May 22, 2019

 File No. 024-11005

Dear Mr. Rosenberg:

On behalf
of CBD Life Sciences Inc. (the “Company”), we respond as follows to the Staff’s comment letter, dated May
22, 2019, relating to the above-captioned Offering Statement on Form 1-A (“Offering Statement”).

Please note that for the Staff’s
convenience, we have recited each of the Staff’s comments in italics and provided the Company’s response to each comment
immediately thereafter.

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.

CBD Life Sciences' shareholders
maintained control by virte of their control prefferred Stock.

The filing has been revised
to include the financial statements required by Part F/S, Section (b)(3)-(4) of Form 1-A

Pro forma presentation
should be based on the latest balance sheet included in the filing. A pro forma balance sheet is not required if
the acquisition or disposal is already reflected in a historical balance sheet.

Other

The Company hereby acknowledges:

 · should the Commission or the staff, acting pursuant to delegated authority,
declare the filing qualified, it does not foreclose the Commission from taking any action with respect to the filing;

 · the action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the filing qualified, does not relieve the company from its full responsibility for the adequacy and accuracy
of the disclosure in the filing; and

    ·
    the company may not assert staff comments and the declaration of qualification as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

Page 2

We acknowledge
being aware 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.

If you would like any
further information or have any questions, please do not hesitate to contact me on my private line – 727 656 5504 or at the
fax number given above.

Sincerely,

/s/ John E. Lux

John E. Lux

CBD LIFE SCIENCES INC.

(FORMERLY OPTIUM CYBER
SYSTEMS, INC.)

Consolidated Financial Statements

Years Ended December 31, 2018 and
December 31, 2017

(Expressed in US Dollars)

    Balance Sheet as at December 31, 2018 and 2017
     F-29

    Statement of Operations for the Years Ended December 31, 2018 and 2017
     F-30

    Statements of Stockholders’ Equity (Deficit) December 31, 2003 (Date of Inception) to December 31,
    2018
     F-31

    Statements of Cash Flows for the Years Ended December 31, 2018 and 2017
     F-32

    Notes to Financial Statements
     F-33

      F-28

CBD LIFE SCIENCES INC.

(FORMERLY OPTIUM
CYBER SYSTEMS, INC.)

Consolidated Balance Sheet

December 31, 2018 and December 31, 2017

(Expressed
in US Dollars)

    December 31,
    December 31,

    2018
    2017

    ASSETS

    Current Assets

    Cash
    $ 58,977
    $ 1,790

    Prepaid expenses
      –
      6,875

    Accounts receivable (net)
      189,236
      2,111

    Inventory
      71,485
      28,040

    Total Current Assets
      319,698
      38,816

    Non-Current Assets

    Computer equipment (Note 2)
      –
      899

    Goodwill (Note 2)
      –
      –

    Technology platform (Note 2)
      –
      125,000

    Investment in associate (Note 3)
      –
      2,500,000

    Total Non-Current Assets
      –
      2,625,899

    Total Assets
    $ 319,698
    $ 2,664,715

    LIABILITIES AND STOCKHOLDERS' DEFICIT

    Current Liabilities

    Accounts payable and accrued liabilities
    $ 59,472
    $ 11,343

    Accrued interest on longer term debt
      8,712
      3,973

    Due to stockholders
      2,500
      7,395

    Management fees payable
      –
      67,500

    Total Current Liabilities
      70,684
      90,211

    Long Term Liabilities

    Due to related parties (Note 4)
      33,664
      48,564

    Convertible promissory note (Note 5)
      6,359
      6,359

    Convertible debentures (Note 6)
      91,315
      148,470

    Total Long Term Liabilities
      131,338
      203,393

    Total Liabilities
      202,022
      293,604

    Stockholders' Equity

    Common stock (Note 7)
      8,689,452
      8,093,644

    Preferred stock (Note 8)
      16,082
      16,082

    Additional paid-in capital
      1,817,844
      1,352,235

    Discount on issuance of common stock
      (5,545,989 )
      (5,057,217 )

    Accumulated deficit
      (4,859,713 )
      (2,033,633 )

    Total Stockholders' Equity
      117,676
      2,371,111

    Total Liabilities and Stockholders' Deficit
    $ 319,698
    $ 2,644,715

(The accompanying
notes are an integral part of these financial statements)

      F-29

CBD
LIFE SCIENCES INC.

(FORMERLY
OPTIUM CYBER SYSTEMS, INC.)

Consolidated Statement
of Operations and Income (Loss)

Years Ended December 31, 2018 and December 31, 2017

(Expressed in US Dollars)

    Year
    Year

    Ended
    Ended

    December 31,
    December 31,

    2018
    2017

    Revenue

    Consulting &
    monitoring services
    $ 528,000
    $ –

    Licensing fees
      –
      2,500,000

    Product sales
      175,893
      68,822

    Total Revenue
      703,893
      2,568,822

    Cost of Goods Sold
      49,374
      13,267

    Gross Profit
      654,519
      2,555,555

    Operating Expenses

    Advertising and marketing
      54,721
      60,996

    Amortization and depreciation
      75,236
      27,966

    Automobile
      332
      624

    Bank charges
      746
      779

    Consulting fees
      207,087
      192,825

    Insurance
      260
      –

    Interest on long term debt
      15,982
      4,193

    Internet and webhosting
      4,006
      4,436

    Investor relations
      121,875
      48,228

    Legal & accounting
      34,514
      159,976

    Management fees
      123,125
      189,478

    Meals & entertainment
      7,593
      8,086

    News dissemination
      12,185
      2,604

    Office expense &  supplies
      3,065
      4,526

    Rent and utilities
      17,980
      10,833

    Subscriptions & dues
      7,202
      7,481

    Telephone and cellular
      2,061
      1,148

    Transfer agent
      5,655
      7,740

    Travel
      2,185
      1,807

    Wages & benefits
      8,332
      6,602

    Total Operating Expenses
      704,142
      740,328

    Net Operating Income (Loss)
      (49,623)
      1,815,227

    Other Expenses (Income)

    Loss on write down of accounts receivable
      339,000
      346,309

    Loss on write down of capital assets
      50,663
      260,298

    Loss on write down of investment in associate
      2,500,000
      –

    Loss (gain) on write down of liabilities
      (113,206 )
      (50,085 )

    Total Other Expenses (Income)
      2,776,457
      556,522

    Net Income (Loss) Before Taxes
    $ (2,826,080 )
    $ 1,258,705

    Income Tax Expense
      –
      –

    Net Income (Loss) After Tax
    $ (2,826,080 )
    $ 1,258,705

(The accompanying notes are an integral part of
these financial statements)

      F-30

CBD LIFE
SCIENCES INC.

(FORMERLY OPTIUM CYBER
SYSTEMS, INC.)

Consolidated
Statement of Stockholders' Equity

December 31, 2018
and December 31, 2017

(Expressed in US Dollars)

    Preferred
    Common
    Addition Paid Up
    Discount

    On
    Accumulated

    Stock
    Stock
    Capital
    Issuance
    Deficit
    Total

    Opening Balance
    $ 16,082
    $ 2,189,062
    $ 1,195,618
    $ –
    $ (3,292,338 )
    $ 108,424

    Common stock issued for services and debt
      –
      5,904,582
      156,617
      (5,057,217 )
      –
      1,003,982

    Net income for the period
      –
      –
      –
      –
      1,258,705
     1,258,705

    Balance, December 31, 2017
      16,082
      8,093,644
      1,352,235
      (5,057,217 )
      (2,033,633 )
      2,371,111

    Common stock issued for services
      –
      10,500
      214,500
     –
      –
      225,000

    Common stock issued for debt
      –
      585,308
      251,109
      (488,772 )
      –
      347,645

    Net loss for the period
      –
      –
      –
      –
      (2,826,080 )
      (2,826,080 )

    Balance, December 31, 2018
    $ 16,082
    $ 8,689,452
    $ 1,817,844
     (5,545,989 )
    $ (4,859,713 )
     117,676

(The accompanying notes are an integral part of
these financial statements)

      F-31

CBD
LIFE SCIENCES INC.

(FORMERLY
OPTIUM CYDER SYSTEMS, INC.)

Consolidated Statements
of Cash Flow

Year Ended December 31, 2018 and December 31, 2017

(Expressed in US Dollars)

    Year
    Year

    Ended
    Ended

    December 31,
    December 31,

    2018
    2017

    Operating Activities

    Net income (loss) from continuing operations
    $ (2,826,080 )
    $ 1,258,705

    Changes in operating assets and liabilities:

    Accounts receivable
      (187,125 )
      344,198

    Prepaid expenses
      6,875
      (6,875 )

    Inventory
      (43,445 )
      (28,040 )

    Accounts payable
      48,129
      (40,237 )

    Accrued interest
      4,739
      3,973

    Management fees payable
      (67,500 )
      67,500

    Changes in non-cash working capital items

    Amortization and depreciation
      75,236
      27,996

    Net Cash Generated from (Used in) Operating Activities
      (2,989,171 )
      1,627,190

    Investing Activities

    Goodwill
      899
      250,000

    Technology platform
      49,764
      (125,000 )

    Investment in associate
      2,500,000
      (2,500,000 )

    Net Cash Used in Investing Activities
      2,550,663
      (2,375,000 )

    Financing Activities

    Due to stockholder
      (4,895 )
      7,395

    Due to related parties
      (14,900 )
      (104,024 )

    Convertible debentures
      (57,155 )
      (122,339 )

    Net Proceeds from issuance of common stock
      572,645
      968,568

    Net Cash Generated by Financing Activities
      495,695
      749,600

    Increase (Decrease) in Cash
      57,187
      1,790

    Cash - Beginning of Period
      1,790
      –

    Cash - End of Period
    $ 58,977
    $ 1,790

(The accompanying
notes are an integral part of these financial statements)

      F-32

CBD LIFE SCIENCES INC.

(FORMERLY OPTIUM CYBER SYSTEMS, INC.)

Notes to the Consolidated Financial Statements

December 31, 2018

(Expressed in US Dollars)

    1.
    Nature of Operations and Continuance of Business

CBD Life Sciences Inc. "the Company"
was incorporated in the State of Nevada on December 31, 2003 under the name of Platinum Consulting Services and was in the business
of providing business consulting services until 2006 when on May 15, 2006 it signed a Share Purchase agreement to acquire an undivided
100% right, title and interest in and to all the outstanding shares of AutoBidLive Auctions Inc. AutoBidLive Auctions Inc. was
a private company incorporated in the Province of Alberta, Canada whose main asset was a proprietary software to enable real time,
online auctions of virtually any product or commodity for use by the wholesale market. This included cars, boats, planes, coins,
stamps, industrial products, diamonds, artwork, and livestock. As a result of the closing of the Share Purchase Agreement the Company
changed its name from Platinum Consulting Services to Autobidlive Auctions International Inc. The Company subsequently changed
its name again on December 26, 2006 from Autobidlive Auctions International Inc. to Auctions International Inc. although there
was no change in business.

Between 2006 and 2012 the Company continued
to develop and market its online auctions software and on November 20, 2012 it entered into an agreement with Rangemore Productions
to produce a live interactive auction television series utilizing the AutoBidLive software. This lead to a merger with Rangemore
Productions, a company that leased film studio space to independent film productions presented itself. Although this was a deviation
from the original business plan, the management felt that it was an exciting opportunity and decided to pursue it. On December
31, 2012, the Company entered into a Merger Agreement and on March 31, 2013, the merger closed whereby the Company issued 42,942,000
preferred shares for all the assets and liabilities of Rangemore Productions Corp.

Prior to the closing of the Merger Agreement
on March 26, 2013, the Company changed its corporate name from Auctions International Inc. to Rangemore Film Productions Corp.
to reflect the closing of the Merger Agreement between the Company and Rangemore Productions Corp. and the resulting change in
business. On December 19, 2013 the Company again changed its corporate name to Cre8tive Works, Inc. as there was confusion with
another company using the name Rangemore but did not change it business plan or operations.

From March 2013 to August 2017 Cre8tive
Works was in the business of financing media productions. The term "media productions" included but is not limited to:
feature films, documentaries, animation, television series, movies-of-the-week, television specials, webisodes and soundtracks.
The business was not successful and in August of 2017 the management was presented with the opportunity to acquire a technology
platform developed to analyse and monitor IT networks for cyber security vulnerabilities and breaches. As a result of the new business
the Company changed its name to Optium Cyber Systems, Inc. (OCSI). OCSI developed a proprietary process to analyze, identify and
address cyber security vulnerabilities in an organization's critical IT infrastructure which is scalable to any size organization
in any industry.

These statements include the operations
of LBC Lifesciences Inc. which was acquired on January 1, 2019 through a share exchange to capitalize on the growing cannabidiol
sector. LBC Bioscience Inc. is developing and marketing a line of cannabidiol based organic products such as hemp drops, massage
oils, recovery pain relief creams, anxiety and sleep solutions, supplements, edibles, and a full line of pet products. In addition,
LBC is in the process of developing an anti-aging skin product line. LBC's products can be viewed and purchased on the company's
website at www.lbcbioscienceinc.com. As a result of the acquisition, the Company changed its name to CBD Life Sciences Inc. CBD
Life Sciences Inc. is a publicly traded company having its common shares quoted on the OTC Markets under the symbol `CBDL'. The
Company's main focus is to identify, evaluate and acqui