SecProbe.io

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 filename1.htm

 CBD LIFE SCIENCES, INC.

 10855 N. 116th Street, Suite 115

 Scottsdale, Arizona 85259

 March 18, 2025

 VIA EDGAR

 Joshua Gorsky

 Office of Life Sciences

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 CBD Life Sciences, Inc. (the "Company")

 Post-Qualification Amendment No. 4 to

 Offering Statement on Form 1-A (the "Offering Statement")

 File No. 024-12430

 Dear Mr. Gorsky:

 On behalf of the Company, I respectfully request
that the qualification date of the Offering Statement be accelerated and that the Offering Statement be declared qualified Wednesday,
March 19, 2025, at 2:00 p.m. EDT, or as soon thereafter as is reasonably practicable.

 In making this request, the Company represents
that the Offering Statement will be approved in the State of Colorado, upon qualification by the Securities and Exchange Commission (the
"Commission"), and acknowledges the following:

 -
 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, to declare the filing qualified does not relieve the Company from its full responsibility for the adequacy and accuracy of disclosure in the filing; and

 -
 the Company may not assert staff comments and/or qualification as a defense in any proceeding initiated by the Commission or any person under the federal securities law of the United States.

 Very truly yours,

 /s/ Lisa Nelson

 Lisa Nelson

 Chief Executive Officer

 CDB Life Sciences, Inc.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 17, 2025

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.
 Post-Qualification Amendment No. 3 to Offering Statement on Form 1-A
 Filed March 6, 2025
 File No. 024-12430
Dear Lisa Nelson:

 We have reviewed your amendment and have the following comment.

 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.

Post-Qualification Amendment No. 3 to Offering Statement on Form 1-A
Cover Page

1. We note your disclosure that you will offer shares at a fixed price;
however, we also
 note your inclusion of a price range of $0.0001-0.0006 on the cover
page, page 4
 and page 18, and that you may issue the remaining shares for non-cash
consideration.
 Please revise your disclosure to clearly include either a fixed price or
a bona fide price
 range. Please note that pursuant to Rule 253(b)(1), if you include a
price range, the
 securities must be offered for cash.
 March 17, 2025
Page 2

 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.

 Please contact Joshua Gorsky at 202-551-7836 or Laura Crotty at
202-551-7614 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Eric Newlan
</TEXT>
</DOCUMENT>

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 NEWLAN LAW FIRM, PLLC

 2201 Long Prairie Road, Suite 107-762

 Flower Mound, Texas 75022

 March 17, 2025

 Joshua Gorsky

 Office of Life Sciences

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: CBD Life Sciences, Inc.

 Post-Qualification Amendment No. 3
to

 Offering Statement on Form 1-A

 Filed March 6, 2025

 File No. 024-12430

 Dear Mr. Gorsky:

 This is in response to the
letter of comment of the Staff dated March 17, 2025, relating to the Post-Qualification Amendment No 3 to the captioned Offering Statement
on Form 1-A of CBD Life Sciences, Inc. (the "Company"). The Staff's comment is addressed below:

 Post-Qualification Amendment No. 3 to Offering
Statement on Form 1-A

 Cover Page

 1. We note your disclosure that you will offer shares at a fixed price; however, we also note your inclusion
of a price range of $0.0001-0.0006 on the cover page, page 4 and page 18, and that you may issue the remaining shares for non-cash consideration.
Please revise your disclosure to clearly include either a fixed price or a bona fide price range. Please note that pursuant to Rule 253(b)(1),
if you include a price range, the securities must be offered for cash.

 In response to such comment,
a fixed price has been included throughout the disclosure.

 _______________________________________________

 We believe that this filing
is now in order for qualification.

 Please feel free to contact
the undersigned at (940) 367-6154, should you have any questions regarding any of the Company's responses.

 Thank you for your attention
in this matter.

 Sincerely,

 NEWLAN LAW FIRM, PLLC

 By: /s/ Eric Newlan

 Eric Newlan

 Managing Member

 cc: CBD Life Sciences, Inc.

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CBD LIFE SCIENCES, INC.

10855 N. 116th Street, Suite 115

Scottsdale, Arizona 85259

September 16, 2024

VIA EDGAR

Doris Stacey Gama

Office of Life Sciences

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    CBD Life Sciences, Inc. (the “Company”)

    Post-Qualification Amendment No. 2 to

    Offering Statement on Form 1-A (the “Offering Statement”)

    File No. 024-12430

Dear Ms. Gama:

This letter replaces the Company’s request for acceleration submitted
earlier today.

On behalf of the Company, I respectfully request
that the qualification date of the Offering Statement be accelerated and that the Offering Statement be declared qualified Tuesday, September
17, 2024, at 10:00 a.m. EDT, or as soon thereafter as is reasonably practicable.

In making this request, the Company represents
that the Offering Statement will be approved in the State of Colorado, upon qualification by the Securities and Exchange Commission (the
“Commission”), and acknowledges the following:

    -
    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, to declare the filing qualified does not relieve the Company from its full responsibility for the adequacy and accuracy of disclosure in the filing; and

    -
    the Company may not assert staff comments and/or qualification as a defense in any proceeding initiated by the Commission or any person under the federal securities law of the United States.

Very truly yours,

/s/ Lisa Nelson

Lisa Nelson

Chief Executive Officer

CDB Life Sciences, Inc.

CORRESP
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CBD LIFE SCIENCES, INC.

10855 N. 116th Street, Suite 115

Scottsdale, Arizona 85259

September 16, 2024

VIA EDGAR

Doris Stacey Gama

Office of Life Sciences

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: CBD Life Sciences, Inc.

    Post-Qualification Amendment No. 2 to

    Offering Statement on Form 1-A (the “Offering
Statement”)

    File No. 024-12430

Dear Ms. Gama:

On behalf of the Company, I respectfully request that the qualification
date of the Offering Statement be accelerated and that the Offering Statement be declared qualified Tuesday, September 16, 2024, at 10:00
a.m. EDT, or as soon thereafter as is reasonably practicable.

In making this request, the Company represents that the Offering Statement
will be approved in the State of Colorado, upon qualification by the Securities and Exchange Commission (the “Commission”),
and acknowledges the following:

 - 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, to declare the filing qualified does not relieve the Company from its full responsibility for the adequacy and accuracy
of disclosure in the filing; and

 - the Company may not assert staff comments and/or qualification
as a defense in any proceeding initiated by the Commission or any person under the federal securities law of the United States.

Very truly yours,

/s/ Lisa Nelson

Lisa Nelson

Chief Executive Officer

CDB Life Sciences, Inc.

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NEWLAN LAW FIRM, PLLC

2201 Long Prairie Road, Suite 107-762

Flower Mound, Texas 75022

September 6, 2024

Doris Stacey Gama

Office of Life Sciences

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

  Re:
  CBD Life Sciences, Inc.

  Post-Qualification Amendment No. 1 to

  Offering Statement on Form 1-A

Filed
August 19, 2024

  File No. 024-12430

Dear Ms. Gama:

This is in response to the
letter of comment of the Staff dated September 5, 2024, relating to the Post-Qualification Amendment No 1. to the captioned Offering Statement
on Form 1-A of CBD Life Sciences, Inc. (the “Company”). Each of the Staff’s comments is addressed below, seriatim:

Post-Qualification Amendment No. 1 to Offering
Statement on Form 1-A

Cover Page

 1. We note your disclosure that you will offer shares at a fixed price; however, we also note your inclusion
of a price range of $0.0001-0.0005 on the cover page, of $0.0001-0.0009 on page 17, and that you may issue the remaining shares for non-cash
consideration. Please revise your disclosure to clearly include either a fixed price or a consistent bona fide price range. Please note
that pursuant to Rule 253(b)(1), if you include a price range, the securities must be offered for cash.

In response to such comment,
a fixed price has been included throughout the disclosure.

_______________________________________________

We believe that this filing
is now in order for qualification.

Please feel free to contact
the undersigned at (940) 367-6154, should you have any questions regarding any of the Company's responses.

Thank you for your attention
in this matter.

Sincerely,

NEWLAN LAW FIRM, PLLC

By: /s/ Eric Newlan

Eric Newlan

Managing Member

cc: CBD Life Sciences, Inc.

September 5, 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.
Post-Qualification Amendment No. 1 to
Offering Statement on Form 1-A
Filed August 19, 2024
File No. 024-12430
Dear Lisa Nelson:
            We have reviewed your amendment and have the following comment.
            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.
Post-Qualification Amendment No. 1 to Offering Statement on Form 1-A
Cover Page
1.We note your disclosure that you will offer shares at a fixed price; however, we also note
your inclusion of a price range of $0.0001-0.0005 on the cover page, of $0.0001-0.0009
on page 17, and that you may issue the remaining shares for non-cash consideration.
Please revise your disclosure to clearly include either a fixed price or a consistent bona
fide price range. Please note that pursuant to Rule 253(b)(1), if you include a price range,
the securities must be offered for cash.
            We will consider qualifying your offering statement at your request.
            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.

September 5, 2024
Page 2
            Please contact Doris Stacey Gama at 202-551-3188 or Tim Buchmiller at 202-551-3635
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Eric Newlan, Esq.

CORRESP
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CBD LIFE SCIENCES, INC.

10953 N. FRANK LLOYD WRIGHT BOULEVARD

SUITE 108

SCOTTSDALE, ARIZONA 85259

June 18, 2024

VIA EDGAR

Doris Stacey Gama

Office of Life Sciences

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

  Re:
  CBD Life Sciences Inc.

  Offering Statement
on Form 1-A

  File No. 024-12430

Dear Ms. Gama:

On behalf of the Company, I respectfully request
that the qualification date of the Offering Statement be accelerated and that the Offering Statement be declared qualified Friday, June
21, 2024, at 9:00 a.m. EDT, or as soon thereafter as is reasonably practicable.

In making this request, the Company represents
that the Offering Statement will be approved in the State of Colorado, upon qualification by the Securities and Exchange Commission (the
“Commission”), and acknowledges the following:

    -
    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, to declare the filing qualified does not relieve the Company from
its full responsibility for the adequacy and accuracy of disclosure in the filing; and

    -
    the Company
may not assert staff comments and/or qualification as a defense in any proceeding initiated by the Commission or any person under the
federal securities law of the United States.

Very truly yours,

/s/ Lisa Nelson

Lisa Nelson

Chief Executive Officer

CDB Life Sciences, Inc.

United States securities and exchange commission logo
June 17, 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.
Amendment No. 1 to Offering Statement on Form 1-A
Filed June 5, 2024
File No. 024-12430
Dear Lisa Nelson:
            We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our May 29, 2024 letter.
Amendment No. 1 to Offering Statement on Form 1-A filed June 5, 2024
Cover Page
1.We note your disclosure that you will offer shares at a fixed price; however, we also note
your inclusion of a price range. Please revise your disclosure to clearly include either
a fixed price or a bona fide price range in reliance on Rule 253(b). See Items 1(e) and 1(j)
of Part II of Form 1-A.
Offering Circular Summary, page 2
2.We note your response to our prior comment 7; however, your disclosure continues to
reference a "specialized" extraction process on page 2. Please either explain the use of the
term "specialized" in this context or remove the reference as you have done elsewhere.

 FirstName LastNameLisa Nelson
 Comapany NameCBD Life Sciences Inc.
 June 17, 2024 Page 2
 FirstName LastName
Lisa Nelson
CBD Life Sciences Inc.
June 17, 2024
Page 2
General
3.Please confirm in writing that at least one state has advised you that it is prepared to
qualify or register your offering.
            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.

CORRESP
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NEWLAN LAW FIRM, PLLC

2201 Long Prairie Road, Suite 107-762

Flower Mound, Texas 75022

June 17, 2024

Doris Stacey Gama

Office of Life Sciences

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

  Re:
  CBD Life Sciences Inc.

  Amendment No. 1 to Offering Statement on Form 1-A

  Filed June 5, 2024

  File No. 024-12430

Dear Ms. Gama:

This is in response to the
letter of comment of the Staff dated June 17, 2024, relating to the captioned Offering Statement on Form 1-A of CBD Life Sciences, Inc.
(the “Company”). Each of the Staff’s comments is addressed below, seriatim:

Amendment No. 1 to Offering Statement on
Form 1-A filed June 5, 2024

Cover Page

 1. We note your disclosure that you will offer shares at a fixed price; however, we also note your inclusion
of a price range. Please revise your disclosure to clearly include either a fixed price or a bona fide price range in reliance on Rule
253(b). See Items 1(e) and 1(j) of Part II of Form 1-A.

In response to such comment,
the following parenthetical has been inserted following each price range recitation: “(price to be fixed by post-qualification amendment).”

Offering Circular Summary, page 2

 2. We note your response to our prior comment 7; however, your disclosure continues to reference a "specialized"
extraction process on page 2. Please either explain the use of the term "specialized" in this context or remove the reference
as you have done elsewhere.

Please be advised that the
term “specialized” has been removed from the disclosure, in response to such comment.

General

 3. Please confirm in writing that at least one state has advised you that it is prepared to qualify or
register your offering.

Please be advised that the
Company’s Offering Statement will be approved in the State of Colorado, upon qualification by the Commission.

_______________________________________________

We believe that this filing
is now in order for qualification.

Please feel free to contact
the undersigned at (940) 367-6154, should you have any questions regarding any of the Company's responses.

Thank you for your attention
in this matter.

  Sincerely,

NEWLAN LAW FIRM, PLLC

  By:
  /s/ Eric Newlan

  Eric Newlan

  Managing Member

cc: CBD Life Sciences, Inc.

      2

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NEWLAN LAW FIRM, PLLC

2201 Long Prairie Road, Suite 107-762

Flower Mound, Texas 75022

June 5, 2024

Doris Stacey Gama

Office of Life Sciences

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re:       CBD Life Sciences Inc.

Offering Statement on Form 1-A

Filed May 2, 2024

File No. 024-12430

Dear Ms. Gama:

This is in response to the
letter of comment of the Staff dated May 29, 2024, relating to the captioned Offering Statement on Form 1-A of CBD Life Sciences, Inc.
(the “Company”). Each of the Staff’s comments is addressed below, seriatim:

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.

Please be advised that the
subject disclosure has been revised, in response to such comment.

 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.

Please be advised that the
subject disclosure has been revised, in response to such comment.

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 you have stated on page 24.

Please be advised that the
subject disclosure has been revised, in response to such comment.

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.

Please be advised that the
subject disclosure has been revised and reconciled, in response to such comment.

      1

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.

Please be advised that the subject disclosure
has been revised, in response to such comment, to state that the Offered Shares will be freely transferrable.

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.

Please be advised that the
subject disclosure has been revised, in response to such comment.

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.

Please be advised that the
subject disclosure has been revised and clarified to remove the term “specialized,” in response to such comment.

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.

Please be advised that the
subject disclosures have been revised, in response to such comment.

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 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.

Please be advised that the
subject disclosure has been revised and reconciled, in response to such comment.

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.

Please be advised that the
subject disclosure has been revised, in response to such comment.

      2

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).

Please be advised that the
subject disclosure has been revised, in response to such comment. In this regard, please note Mrs. Nelson’s new employment agreement
filed as Exhibit 6.6.

_______________________________________________

We believe that this filing
is now in order for qualification.

Please feel free to contact
the undersigned at (940) 367-6154, should you have any questions regarding any of the Company's responses.

Thank you for your attention
in this matter.

Sincerely,

NEWLAN LAW FIRM, PLLC

By: /s/ Eric Newlan

Eric Newlan

Managing Member

cc: CBD Life Sciences, Inc.

      3

United States securities and exchange commission logo
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.

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CBD LIFE SCIENCES, INC.

10855 N. 116TH STREET, SUITE 115

SCOTTSDALE, ARIZONA 85259

August 24, 2022

VIA EDGAR

Mr. Joshua Gorsky

Office of Life Sciences

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: CBD Life Sciences, Inc.

    Offering Statement on Form 1-A

    Commission File No. 024-11968

Dear Mr. Gorsky:

On behalf of the Company, I respectfully request that the qualification
date of the Offering Statement be accelerated and that the Offering Statement be declared qualified Friday, August 26, 2022, at 8:00 a.m.
EDT, or as soon thereafter as is reasonably practicable.

In making this request, the Company represents that the Offering Statement
will be approved in the State of Colorado, upon qualification by the Securities and Exchange Commission (the “Commission”),
and acknowledges the following:

 · 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,
to declare the filing qualified does not relieve the Company from its full responsibility for the adequacy and accuracy of disclosure
in the filing; and

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

Very truly yours,

/s/ Lisa Nelson

Lisa Nelson

Chief Executive Officer

CDB Life Sciences, Inc.

United States securities and exchange commission logo
August 22, 2022
Lisa Nelson
Chief Executive Officer
CBD Life Sciences, Inc.
10855 N. 116th St., Suite 115
Scottsdale, Arizona 85259
Re:CBD Life Sciences, Inc.
Registration Statement on Form 1-A
Filed August 18, 2022
File No. 024-11968
Dear Ms. Nelson:
            This is to advise you that we do not intend to review your offering statement.
            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 Joshua Gorsky at 202-551-7836 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Eric Newlan

CORRESP
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        BUSINESS LEGAL ADVISORS, LLC

        14888 Auburn Sky Drive, Draper, UT 84020

        (801) 634-1984

        brian@businesslegaladvisor.com

        Brian Higley

        Attorney at Law

        Licensed in Utah

February 5, 2021

Division of Corporation Finance

Office of Life Sciences

Securities and Exchange Commission

Washington, DC 20549

    Re:
    CBD Life Sciences Inc.

    Offering
Statement on Form 1-A

    Post-qualification
Amendment No. 4

    Filed
January 22, 2021

    File No.
024-11005

Dear Staff:

We are in receipt of
your letter dated February 4, 2021, setting forth certain comments to Post-Qualification Amendment No. 4 to the Form 1-A filed
on January 22, 2021 by CBD Life Sciences Inc., a Nevada corporation (the “Company”). In response to your comments,
the Company can provide you with the following information in response to your comments:

Post-Qualification Amendment to Form
1-A filed January 22, 2021

Part II and III

Preliminary Offering Circular dated
January 21, 2021

Executive Compensation, page 42

 1. Revise the executive compensation disclosure to provide information for your last completed fiscal
year. Refer to Item 11(a) of Form 1-A.

RESPONSE: Concurrent with
the filing herewith, the Company filed Post-Qualification Amendment No. 5 to the Form 1-A which provides the revisions to the section
titled “EXECUTIVE COMPENSATION.”

We hereby acknowledge
the Company and its management are responsible for the adequacy and accuracy of their disclosures, notwithstanding any review,
comments, action or absence of action by the staff.

Please feel free to
contact me if you have any questions on the responses to your comments.

        Sincerely,

        /s/ Brian Higley

        Outside Legal Counsel

cc: Lisa Nelson, President/CEO

CORRESP
1
filename1.htm

        BUSINESS LEGAL ADVISORS, LLC

        14888 Auburn Sky Drive, Draper, UT 84020

        (801) 634-1984

        brian@businesslegaladvisor.com

        Brian Higley

        Attorney at Law

        Licensed in Utah

February 5, 2021

Division of Corporation Finance

Office of Life Sciences

Securities and Exchange Commission

Washington, DC 20549

    Re:
    CBD Life Sciences Inc.

    Offering
Statement on Form 1-A

    Post-qualification
Amendment No. 5

    Filed
February 5, 2021

    File No.
024-11005

Dear Staff:

Kindly be advised that
CBD Life Sciences, Inc. (the “Company”) requests that its Regulation A offering be qualified on Monday, February
8, 2021 at 3:00 pm Eastern Time.

Please feel free to
contact me if you have any questions on the responses to your comments.

        Sincerely,

        /s/ Brian Higley

        Outside Legal Counsel

cc: Lisa Nelson, President/CEO

United States securities and exchange commission logo
February 4, 2021
Lisa Nelson
Chief Executive Officer and President
CBD Life Sciences Inc.
10855 North 116th Street, Suite 115
Scottsdale, Arizona 85259
Re:CBD Life Sciences Inc.
Offering Statement on Form 1-A
Post-qualification Amendment No. 4
Filed January 22, 2021
File No. 024-11005
Dear Ms. Nelson:
            We have reviewed your amendment and have the following comment.  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 the comment, we may
have additional comments.
Post-Qualification Amendment to Form 1-A filed January 22, 2021
Part II and III
Preliminary Offering Circular dated January 21, 2021
Executive Compensation, page 42
1.Revise the executive compensation disclosure to provide information for your last
completed fiscal year.  Refer to Item 11(a) of Form 1-A.
            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.

 FirstName LastNameLisa Nelson
 Comapany NameCBD Life Sciences Inc.
 February 4, 2021 Page 2
 FirstName LastName
Lisa Nelson
CBD Life Sciences Inc.
February 4, 2021
Page 2
            Please contact Abby Adams at (202) 551-6902 or Celeste Murphy at (202) 551-3257 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Brian Higley, Esq.

CORRESP
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        BUSINESS LEGAL ADVISORS, LLC

        14888 Auburn Sky Drive, Draper, UT 84020

        (801) 634-1984

        brian@businesslegaladvisor.com

        Brian Higley

        Attorney at Law

        Licensed in Utah

November 19, 2020

Division of Corporation Finance

Office of Transportation and Leisure

Securities and Exchange Commission

Washington, DC 20549

    Re:
    CBD Life Sciences Inc.

    Post-qualification Amendment No. 3 to

    Offering Statement on Form 1-A

    Filed November 17, 2020

    File No. 024-11005

Dear Staff:

Kindly be advised that
CBD Life Sciences, Inc. (the “Company”) requests that its Regulation A offering be qualified on Friday, November
20, 2020 at 3:00 pm Eastern Time.

Please feel free to
contact me if you have any questions on the responses to your comments.

        Sincerely,

        /s/ Brian Higley

        Outside Legal Counsel

cc: Lisa Nelson, President/CEO

CORRESP
1
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        BUSINESS LEGAL ADVISORS, LLC

        14888 Auburn Sky Drive, Draper, UT 84020

        (801) 634-1984

        brian@businesslegaladvisor.com

        Brian Higley

        Attorney at Law

        Licensed in Utah

November 17, 2020

Division of Corporation Finance

Office of Transportation and Leisure

Securities and Exchange Commission

Washington, DC 20549

    Re:
    CBD Life Sciences Inc.

    Post-qualification Amendment No. 2 to

    Offering Statement on Form 1-A

    Filed November 3, 2020

    File No. 024-11005

Dear Staff:

We are in receipt of
your letter dated November 13, 2020, setting forth certain comments to Post-Qualification Amendment No. 2 to the Form 1-A filed
on November 3, 2020 by CBD Life Sciences Inc., a Nevada corporation (the “Company”). In response to your comments,
the Company can provide you with the following information in response to your comments:

Post-Qualification Amendment filed November
3, 2020

Management's Discussion and Analysis,
page 30

    1.
    We note the significant increases in revenues, cost of sales and other line items on the income statement for the 9-month period ended September 20, 2020. Please revise to provide a discussion of your results of operations, including the causes of these changes and significant factors affecting your income from operations, and other information necessary for an investor’s understanding of your financial condition, changes in financial condition and results of operations. Refer to Item 9(a) of Form 1-A.

    RESPONSE: Concurrent with the filing herewith, the
    Company filed Post-Qualification Amendment No. 3 to the Form 1-A (the “Amendment”) which provides a
    discussion of the Company’s results of operations for the nine-months ended September 30, 2020, including the causes of
    the increases in revenues, cost of sales and other line items on the income statement and significant factors affecting the
    Company’s income from operations, beginning on page 30 of the Amendment.

We hereby acknowledge
the Company and its management are responsible for the adequacy and accuracy of their disclosures, notwithstanding any review,
comments, action or absence of action by the staff.

Please feel free to
contact me if you have any questions on the responses to your comments.

        Sincerely,

        /s/ Brian Higley

        Outside Legal Counsel

cc: Lisa Nelson, President/CEO

United States securities and exchange commission logo
November 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. 2 to
Offering Statement on Form 1-A
Filed November 3, 2020
File No. 024-11005
Dear Ms. Nelson:
            We have reviewed your amended offering statement and have the following comment.  In
our comment, 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 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.
Post-Qualification Amendment filed November 3, 2020
Management's Discussion and Analysis, page 30
1.We note the significant increases in revenues, cost of sales and other line items on the
income statement for the 9-month period ended September 20, 2020. Please revise to
provide a discussion of your results of operations, including the causes of these changes
and significant factors affecting your income from operations, and other information
necessary for an investor’s understanding of your financial condition, changes in financial
condition and results of operations. Refer to Item 9(a) of Form 1-A.

            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

 FirstName LastNameLisa Nelson
 Comapany NameCBD Life Sciences Inc.
 November 13, 2020 Page 2
 FirstName LastName
Lisa Nelson
CBD Life Sciences Inc.
November 13, 2020
Page 2
contact Jason Drory at 202-551-8342 or Mary Beth Breslin at 202-551-3625 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Brian Higley, Esq.

CORRESP
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        BUSINESS LEGAL ADVISORS, LLC

        14888 Auburn Sky Drive, Draper, UT 84020

        (801) 634-1984

        brian@businesslegaladvisor.com

        Brian Higley

        Attorney at Law

        Licensed in Utah

November 3, 2020

Division of Corporation Finance

Office of Transportation and Leisure

Securities and Exchange Commission

Washington, DC 20549

    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 Staff:

We are in receipt of your
letter dated October 13, 2020, setting forth certain comments to Post-Qualification Amendment No. 1 to the Form 1-A filed on September
23, 2020 by CBD Life Sciences Inc., a Nevada corporation (the “Company”). In response to your comments, the
Company can provide you with the following information in response to your 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.

  RESPONSE: Concurrent with
the filing herewith, the Company filed Post-Qualification Amendment No. 2 to the Form 1-A (the “Amendment”)
which eliminates the disclosure that the placement of the common stock is being handled by a New York firm and anything having
to do with an underwriter due to the fact that no underwriter has been engaged as placement agent, as the amendment discloses.
In, the table located on the page preceding page 3, the table has been revised to be in a format substantially consistent with
Item 1(3) of Part II to Form 1-A.

      1

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.

  RESPONSE: Concurrent with the filing herewith, the Company
                              filed the Amendment which includes disclosure of the Company’s chief marketing officer, Joseph
                              Hawkes in the table of directors and officers on page 40 and disclosure of Mr. Hawkes’ compensation
                              in the Executive Compensation section on page 42.

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.

  RESPONSE: Concurrent with the filing herewith, the Company
                              filed the Amendment which revises the “Shares Held” figure in the common stock table
                              on page 46 to include the shares held by Brianna Nelson and Ten Associates, LLC.

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.

  RESPONSE: Concurrent with the filing herewith, the Company
                              filed the Amendment which revises the principal stockholders table on page 46 to show an aggregate
                              of 66,081,539 shares of Series A Non-Convertible Preferred Stock issued and outstanding.

Experts, page 51

5. Revise to disclose the date that Thayer O'Neal resigned as the independent accountant of LBC Bioscience,
Inc.

  RESPONSE: Concurrent with
the filing herewith, the Company filed the Amendment which revises the “Experts” section on page 51 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.

  RESPONSE: Concurrent with
the filing herewith, the Company filed the Amendment which added unaudited financial statements for the Company for the period
ended September 30, 2020, pursuant to the requirements of Part F/S(b)(3) through (b)(5) of Form 1-A.

      2

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. a description of the arrangement,

 b. the basis for determining the amount of consideration paid,

 c. your accounting treatment for the transaction, and

 d. the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities
assumed

RESPONSE: Concurrent with
the filing herewith, the Company filed the Amendment which added disclosures required by ASC 805 on page F-11.

We hereby acknowledge the
Company and its management are responsible for the adequacy and accuracy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.

Please feel free to contact
me if you have any questions on the responses to your comments.

    Sincerely,

/s/ Brian Higley

Outside Legal
Counsel

cc: Lisa Nelson, President/CEO

      3

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.

 FirstName LastNameLisa Nelson
 Comapany NameCBD Life Sciences Inc.
 October 13, 2020 Page 2
 FirstName LastName
Lisa Nelson
CBD Life Sciences Inc.
October 13, 2020
Page 2
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

 FirstName LastNameLisa Nelson
 Comapany NameCBD Life Sciences Inc.
 October 13, 2020 Page 3
 FirstName LastName
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,
Division of Corporation Finance
Office of Life Sciences
cc:       Brian Higley, Esq.

CORRESP
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Lisa Nelson

CBD Life Sciences Inc.

10855 N. 116th Street

Suite 115

Scottsdale, AZ 85259

(480) 410-6780

March 06, 2020

Securities and Exchange Commission

100 F Street NE

Washington, DC 20549

    Re:
    CBD Life Sciences Inc.
 CIK: 0001776073

Dear Sir/Madam:

Kindly be advised that CBD Life Sciences Inc., (the "Company")
requests that its Regulation A offering be qualified on Wednesday, March 11, 2020 at 12 noon.

The State of New York has registered us.

If you would like any further information or have
any questions, please do not hesitate to contact me at (480) 410-6780.

Sincerely,

/s/ Lisa Nelson

Lisa Nelson

Chief Executive Officer

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Lisa Nelson

CBD Life Sciences Inc.

10855 N. 116th St

Suite 115

Scottsdale, AZ 85259

March 5, 2020

Securities and Exchange Commission

100 F Street NE

Washington, DC 20549

    Re:
    CBD Life Sciences Inc.

CIK: 0001776073

Dear Sir/Madam:

Kindly be advised that CBD Life Sciences Inc. (the "Company")
requests that its Regulation A offering be qualified on Thursday, March 5, 2020 at 12 Noon.

The State of New York has registered us.

If you would like any further information or have any questions,
please do not hesitate to contact me.

Sincerely,

/s/ Lisa Nelson

Lisa Nelson

Chief Executive Officer

CORRESP
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February 27, 2020

Division of Corporate Finance

Office of Life Sciences

U.S. Securities and
Exchange Commission

Washington, DC 20549

Attn: Rolf Sundwall or Lisa Vanjoske

 Re: CBD Life Sciences Inc.

    Amendment No. 8 to Offering Statement on Form 1-A

    Filed February 25, 2020

    File No. 024-11005

Dear Sir/Madam:

On
behalf of CBD Life Sciences Inc., (the “Company”), we respond as follows to the Staff’s comment letter,
dated February 27, 2020, 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 and provided the Company’s
response to each comment immediately thereafter.

Amendment No. 8
to Offering Statement on Form 1-A

General

    1.
    We note that the legal opinion is limited to New York law. Please have counsel revise the legal opinion to opine as to the laws
of Nevada, your state of incorporation.

The Company is
filing an updated Legal Opinion as requested.

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.

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

February 27, 2020
Lisa Nelson
Chief Executive Officer
CBD Life Sciences Inc.
11445 E. Via Linda, Unit 2-496
Scottsdale, AZ 85259
Re:CBD Life Sciences Inc.
Amendment No. 8 to Offering Statement on Form 1-A
Filed February 25, 2020
File No. 024-11005
Dear Ms. Nelson:
            We have reviewed your amended offering statement and have the following comment.
            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.
Amendment No. 8 to Offering Statement on Form 1-A
General
1.We note that the legal opinion is limited to New York law. Please have counsel revise the
legal opinion to opine as to the laws of Nevada, your state of incorporation.

 FirstName LastNameLisa Nelson
 Comapany NameCBD Life Sciences Inc.
 February 27, 2020 Page 2
 FirstName LastName
Lisa Nelson
CBD Life Sciences Inc.
February 27, 2020
Page 2
            You may contact Rolf Sundwall at 202-551-3105 or Lisa Vanjoske at 202-551-3614 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Ada D. Sarmento at 202-551-3798 or Joe McCann at 202-551-6262 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       John E. Lux, Esq.

CORRESP
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February 11, 2020

Matthew Derby, Staff
Attorney,

Division of Corporation
Finance

Office of Trade &
Services

U.S. Securities and
Exchange Commission

Washington, DC 20549

 Re: CBD Life Sciences Inc.

    Amendment No. 4 to Offering Statement on
Form 1-A

    Filed January 15, 2020

    File No. 024-11005

Dear
Mr. Derby:

On
behalf of CBD Life Sciences Inc., (the “Company”), we respond as follows to the Staff’s comment letter,
dated January 15, 2020, 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.

Amendment No. 4 to Offering Statement on
Form 1-A The Offering, page 4

 1. We acknowledge your response to our prior comment one.
It appears that the 778,341,280 maximum number of shares outstanding after the offering would exceed the number of authorized
common shares you have available to issue (500,000,000 as stated on page 40). Please confirm to us that you have authorized shares
available to issue in the offering.

On
December 18, 2018 a Certificate of Amendment was filed with the State of Nevada to increased
the number of authorized common share from 500,000,000 to 2,000,000,000.

Please see
Certificate of Amendment, Exhibit 2.3 filed with Amendment No. 5.

      1

 2. Please explain in the filing the increase in outstanding
common shares from the 108,355,000 as of September 30, 2019 disclosed on page F-3 to the 378,341,280 as of December 20, 2019 disclosed
on page 4. Also, revise to update Part I, Item 6 and Part II, Items 12 and 13, as applicable, or advise.

Stock
issued from September 30, 2019 through December 31, 2019

    Common Stock Shares
    Common Stock Value

    Beginning balance, September 30, 2019
      108,355,000
    $ 9,715,355

    Cancellation of issuance resolution
      (1,900,000 )
      (1,900 )

    Stock issued for debt settlement - IR Services
      90,000,000
      90,000

    Stock issued for debt settlement - Management fees and expenses
      96,886,280
      96,886

    Stock issued for debt settlement - Social marketing services
      45,000,000
      45,000

    Stock issued for debt settlement - other
      77,000,000
      77,000

    Ending balance, December 31, 2019
      415,341,280
    $ 10,022,342

We
also revised page 4 to 415,341,280 to reflect the correct amount of shares outstanding as of December 31, 2019.

Executive Compensation, page 36

 3. Please revise this section to provide compensation information
for 2019, the last completed fiscal year. Refer to Item 11 of Form 1-A.

Revised.
See page 36

Notes to the Consolidated Financial Statements
September 30, 2019, page F-6

 4. Refer to your response to our prior comment two. It
does not appear that you have added disclosure regarding 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

 · the amounts recognized as of the acquisition date for each major class of assets acquired
and liabilities assumed.

Page
F-6 revised

Common Stock, page F-11

 5. Please revise to disclose the number of restricted shares
outstanding related to the acquisition of LBC Biosciences, Inc. disclosed on pages F-49 and F-61. Include a description of the
restrictions on these shares.

Shares
authorized have been updated to 2,000,000,000 as of December 13, 2018. See Exhibit 2.3 filed with Amendment No. 5. See pages
F-51 and F-63 for comment on the restricted shares. The shares were issued under Section 144.

Financial Statements, page F-39

 6. Refer to your response to our prior comment four. There
do not appear to be pro forma financial statements in the amendment. Please recast the combined financial statements of CBD Life
Sciences, Inc. for the period ended December 31, 2018 beginning on page F-39 as pro forma statements showing the effects of the
acquisition as described in Rule 8-05 of Regulation S-X and required by the instructions to Form 1-A, Part F/S, Section (b)(7)(iv).
In particular, clearly relabel these statements as "pro forma", and include a balance sheet and income statement combining
the separate financial information of Optium Cyber Systems, Inc and LBC Biosciences, Inc. with a separate column for any adjustments
to the combined totals. Include a description of each adjustment.

See
pages F-44 and F-45 for pro forma information.

      2

Statements of Cash Flows, page F-43

 7. Refer to our prior comment five. It does not appear
that you have revised the previously reported amounts or any related disclosures so we repeat that comment:

With regard to the cash flow
statements:

 · The $497,410 of net proceeds from issuance of common stock presented
on the statements of cash flow on page F-43 does not appear to be a cash transaction per the amounts reported on the Statements
of Stockholders' Equity (Deficit) on page F-42.

 · The $1,003,982 reported on page F-43 appears to be a non-cash transaction
per page F-42 and should not be reflected in the cash flow statement as a cash transaction.

 · Also, the $572,645 reported on page F-32 appears to relate to the
$225,000 and $347,645 non-cash transactions on page F-31 and should not be reflected in the cash flow statement as cash transactions.

 · Confirm to us that all transactions described as "net proceeds
from issuance of common stock" reported on all the cash flow statements were cash transactions or revise as necessary.

 · Any non-cash transactions should be disclosed. Refer to ASC 230-10-50-3.

Page
F-43 is now revised.

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.

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

      3

January 24, 2020
Lisa Nelson
Chief Executive Officer
CBD Life Sciences Inc.
11445 E. Via Linda, Unit 2-496
Scottsdale, AZ 85259
Re:CBD Life Sciences Inc.
Amendment No. 4 to Offering Statement on Form 1-A
Filed January 15, 2020
File No. 024-11005
Dear Ms. Nelson:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our November 13, 2019 letter.
Amendment No. 4 to Offering Statement on Form 1-A
The Offering, page 4
1.We acknowledge your response to our prior comment one.  It appears that the
778,341,280 maximum number of shares outstanding after the offering would exceed the
number of authorized common shares you have available to issue (500,000,000 as stated
on page 40).  Please confirm to us that you have authorized shares available to issue in the
offering.
2.Please explain in the filing the increase in outstanding common shares from the
108,355,000 as of September 30, 2019 disclosed on page F-3 to the 378,341,280 as of
December 20, 2019 disclosed on page 4.   Also, revise to update Part I, Item 6 and Part II,
Items 12 and 13, as applicable, or advise.

 FirstName LastNameLisa Nelson
 Comapany NameCBD Life Sciences Inc.
 January 24, 2020 Page 2
 FirstName LastNameLisa Nelson
CBD Life Sciences Inc.
January 24, 2020
Page 2
Executive Compensation, page 36
3.Please revise this section to provide compensation information for 2019, the last
completed fiscal year.  Refer to Item 11 of Form 1-A.
Notes to the Consolidated Financial Statements September 30, 2019, page F-6
4.Refer to your response to our prior comment two.  It does not appear that you have added
disclosure regarding 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
•the amounts recognized as of the acquisition date for each major class of assets
acquired and liabilities assumed.
Common Stock, page F-11
5.Please revise to disclose the number of restricted shares outstanding related to the
acquisition of LBC Biosciences, Inc. disclosed on pages F-49 and F-61.  Include a
description of the restrictions on these shares.
Financial Statements, page F-39
6.Refer to your response to our prior comment four.  There do not appear to be pro forma
financial statements in the amendment.  Please recast the combined financial statements of
CBD Life Sciences, Inc. for the period ended December 31, 2018 beginning on page F-39
as pro forma statements showing the effects of the acquisition as described in Rule 8-05 of
Regulation S-X and required by the instructions to Form 1-A, Part F/S, Section (b)(7)(iv).
In particular, clearly relabel these statements as "pro forma", and include a balance sheet
and income statement combining the separate financial information of Optium Cyber
Systems, Inc and LBC Biosciences, Inc. with a separate column for any adjustments to the
combined totals.  Include a description of each adjustment.
Statements of Cash Flows, page F-43
7.Refer to our prior comment five.  It does not appear that you have revised the previously
reported amounts or any related disclosures so we repeat that comment:
With regard to the cash flow statements:
•The $497,410 of net proceeds from issuance of common stock presented on the
statements of cash flow on page F-43 does not appear to be a cash transaction per the
amounts reported on the Statements of Stockholders' Equity (Deficit) on page F-42.
•The $1,003,982 reported on page F-43 appears to be a non-cash transaction per page
F-42 and should not be reflected in the cash flow statement as a cash transaction.
•Also, the $572,645 reported on page F-32 appears to relate to the $225,000 and
$347,645 non-cash transactions on page F-31 and should not be reflected in the

 FirstName LastNameLisa Nelson
 Comapany NameCBD Life Sciences Inc.
 January 24, 2020 Page 3
 FirstName LastName
Lisa Nelson
CBD Life Sciences Inc.
January 24, 2020
Page 3
cash flow statement as cash transactions.
•Confirm to us that all transactions described as "net proceeds from issuance of
common stock" reported on all the cash flow statements were cash transactions or
revise as necessary.
•Any non-cash transactions should be disclosed.  Refer to ASC 230-10-50-3.
Please revise these reported amounts in all periods presented as non-cash transactions or
explain to us why they should be considered cash transactions in the statements of cash
flows.
            You may contact Rolf Sundwall at 202-551-3105 or Lisa Vanjoske at 202-551-3614 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Ada D. Sarmento at 202-551-3798 or Joe McCann at 202-551-6262 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       John E. Lux, Esq.

CORRESP
1
filename1.htm

January 15, 2020

Matthew Derby, Staff Attorney,

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

Washington, DC 20549

    Re:
    CBD Life Sciences Inc.

Amendment No. 3 to Offering Statement on Form 1-A

Filed October 17, 2019

 File No. 024-11005

Dear Mr. Derby:

On behalf of CBD Life Sciences Inc...(the “Company”),
we respond as follows to the Staff’s comment letter, dated October 17, 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.

Amended Form 1-A filed
October 17, 2019 The Offering, page 4

 1. Confirm for us the number of shares of common stock authorized following
the reverse stock split disclosed on page F-50, the maximum number of shares to be included in the offering, and the number of
shares of common stock to be outstanding after the offering. Please revise as appropriate for consistency throughout the filing.

500,000
as per the attached amendment

Notes
to the Consolidated Financial Statements June 30, 2019 , page F-8

 2. Please revise to include disclosures related to the January 1, 2019 acquisition of LBC Bioscience
Inc. as required by ASC 805.

 CBD Life Sciences (FORMERLY OPTIUM CYBER SYSTEMS, INC.)

Consolidated Financial Statements, Six Months Ended June 30,
2019 and June 30, 2018

Common Stock, page F-14

 3. Please revise to disclose the number of restricted shares outstanding related to the LBC Bioscience
acquisition. Include a description of the restrictions on the shares in your disclosure.

Financial Statements, page F-28

 4. Your financial statements for CBD Life Sciences, Inc. for the period ended December 31, 2018 appear
to combine the financial statements of Optium Cyber Systems, Inc. included on page F-39 and those of LBC Bioscience Inc. included
on page F-51 as if the acquisition of LBC Bioscience was completed at the beginning of the earliest period presented instead of
the January 1, 2019 acquisition date. Please recast these financial statements as pro forma financial information showing the effects
of the acquisition as described in Rule 8- 05 of Regulation S-X. Refer to the requirements of Part F/S, Section (b)(7)(iv).

Please see filed pro forma.

Statements of Cash Flow, page F-43

 5. With regard to the cash flow statements:

 • The $497,410 of net proceeds from issuance of common stock presented on the statements of cash flow on page F-43 does not
appear to be a cash transaction per the amounts reported on the Statements of Stockholders' Equity (Deficit) on page F-42.

 • The $1,003,982 reported on page F-43 appears to be a non-cash transaction per page F-42 and should
not be reflected in the cash flow statement as a cash transaction.

 • Also, the $572,645 reported on page F-32 appears to relate to the $225,000 and $347,645 non-cash transactions on page F-31
and should not be reflected in the cash flow statement as cash transactions.

 • Confirm to us that all transactions described as "net proceeds from issuance of common
stock" reported on all the cash flow statements were cash transactions or revise as necessary.

 • Any non-cash transactions should be disclosed. Refer to ASC 230-10-50-3.

Please see OPTIUM CYBER SYSTEMS, INC., Statements of
Cash Flow, Year Ended December 31, 2018 and December 31, 2017

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.

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

November 13, 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.
Amendment No. 3 to Offering Statement on Form 1-A
Filed October 17, 2019
File No. 024-11005
Dear Ms. Nelson:
            We have reviewed your amended 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.
Amended Form 1-A filed October 17, 2019
The Offering, page 4
1.Confirm for us the number of shares of common stock authorized following the reverse
stock split disclosed on page F-50, the maximum number of shares to be included in the
offering, and the number of shares of common stock to be outstanding after the offering.
Please revise as appropriate for consistency throughout the filing.
Notes to the Consolidated Financial Statements June 30, 2019 , page F-8
2.Please revise to include disclosures related to the January 1, 2019 acquisition of LBC
Bioscience Inc. as required by ASC 805.

 FirstName LastNameLisa Nelson
 Comapany NameCBD Life Sciences Inc.
 November 13, 2019 Page 2
 FirstName LastName
Lisa Nelson
CBD Life Sciences Inc.
November 13, 2019
Page 2
7. Common Stock, page F-14
3.Please revise to disclose the number of restricted shares outstanding related to the LBC
Bioscience acquisition.  Include a description of the restrictions on the shares in your
disclosure.
Financial Statements, page F-28
4.Your financial statements for CBD Life Sciences, Inc. for the period ended December 31,
2018 appear to combine the financial statements of Optium Cyber Systems, Inc. included
on page F-39 and those of LBC Bioscience Inc. included on page F-51 as if the acquisition
of LBC Bioscience was completed at the beginning of the earliest period presented instead
of the January 1, 2019 acquisition date.  Please recast these financial statements as pro
forma financial information showing the effects of the acquisition as described in Rule 8-
05 of Regulation S-X.  Refer to the requirements of Part F/S, Section (b)(7)(iv).
Statements of Cash Flow, page F-43
5.With regard to the cash flow statements:
•The $497,410 of net proceeds from issuance of common stock presented on the
statements of cash flow on page F-43 does not appear to be a cash transaction per the
amounts reported on the Statements of Stockholders' Equity (Deficit) on page F-42.
•The $1,003,982 reported on page F-43 appears to be a non-cash transaction per page
F-42 and should not be reflected in the cash flow statement as a cash transaction.
•Also, the $572,645 reported on page F-32 appears to relate to the $225,000 and
$347,645 non-cash transactions on page F-31 and should not be reflected in the
cash flow statement as cash transactions.
•Confirm to us that all transactions described as "net proceeds from issuance of
common stock" reported on all the cash flow statements were cash transactions or
revise as necessary.
•Any non-cash transactions should be disclosed.  Refer to ASC 230-10-50-3.
            You may contact Rolf Sundwall at 202-551-3105 or Lisa Vanjoske at 202-551-3614 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Ada D. Sarmento at 202-551-3798 or Joe McCann at 202-551-6262 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       John E. Lux, Esq.

CORRESP
1
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

September 27, 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.
Amendment No. 2 to Offering Statement on Form 1-A
Filed September 23, 2019
File No. 024-11005
Dear Ms. Nelson:
            We have the following comment on your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our August 12, 2019 letter.
Amended Form 1-A filed September 23, 2019
Financial Statements, page F-1
1.As previously requested in both our May 28 and August 12, 2019 letters, please provide
us an analysis supporting your accounting treatment of the acquisition of LBC Bioscience,
Inc. as a business combination whereby the company was deemed the acquirer for
accounting purposes pursuant to ASC 805-10-25 rather than a reverse acquisition pursuant
to ASC 805-40 whereby LBC Bioscience would be deemed the acquirer for accounting
purposes. Also as requested in those letters, pro forma financial information pursuant to
Part F/S, Section (b)(7)(iv) is required. In this regard, include a pro forma statement of
operations for the year ended December 31, 2018 to reflect your acquisition of LBC as if
it occurred on January 1, 2018. We will not perform a detailed examination of the offering
statement until you provide us the above requested analysis and amend your filing to
include the pro forma financial information.

 FirstName LastNameLisa Nelson
 Comapany NameCBD Life Sciences Inc.
 September 27, 2019 Page 2
 FirstName LastName
Lisa Nelson
CBD Life Sciences Inc.
September 27, 2019
Page 2
            You may contact Jim Rosenberg at 202-551-3679 if you have questions regarding
comments on the financial statements and related matters.  Please contact Mary Beth Breslin at
202-551-3625 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       John E. Lux, Esq.

August 12, 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.
Amendment No. 1 to Offering Statement on Form 1-A
Filed August 7, 2019
File No. 024-11005
Dear Ms. Nelson:
            We have the following comment on your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our May 28, 2019 letter.
Amendment 1 to Offering Statement on Form 1-A
Index to Consolidated Financial Statements, page F-1
1.Please provide us an analysis as requested in our May 28, 2019 letter supporting your
accounting treatment of the acquisition of LBC Bioscience, Inc. as a business combination
whereby the company was deemed the acquirer pursuant to ASC 805-10-25 rather than a
reverse acquisition pursuant to ASC 805-40 whereby LBC Bioscience would be deemed
the acquirer. Also, given the amount of goodwill recorded on the June 30, 2019 Balance
Sheet and the amount indicated in the line item “Common Stock Issued for Acquisition”
on the Statement of Stockholders’ Equity, it appears the acquisition of LBC Bioscience
was material and that the financial statements of LBC Bioscience are required per Part
F/S, Section (b)(7)(iii) of Form 1-A. In addition, the filing should include pro forma
financial information pursuant to Part F/S, Section (b)(7)(iv) to reflect the transaction with
LBC as appropriate. Please amend your filing to include the LBC Bioscience financial

 FirstName LastNameLisa Nelson
 Comapany NameCBD Life Sciences Inc.
 August 12, 2019 Page 2
 FirstName LastName
Lisa Nelson
CBD Life Sciences Inc.
August 12, 2019
Page 2
statements and related pro forma financial information, or provide us an analysis
supporting why they are not required. We will not perform a detailed examination of the
offering statement until you amend your filing, accordingly, and provide us the above
requested information.
            You may contact Jim B. Rosenberg, Senior Assistant Chief Accountant, 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.

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.