CBDL CBD Life Sciences Inc (PK)

Table of Contents

Post-Qualification Offering Circular Amendment No. 3

File No. 024-12430

 

OFFERING CIRCULAR

 

CBD Life Sciences, Inc.

8,400,000,000 Shares of Common Stock

 

 

This Post-Qualification Offering Circular Amendment No. 3 amends the Offering Circular of CBD Life Sciences, Inc., a Nevada corporation (the “Company”), dated June 24, 2024, as qualified on June 21, 2024, and Post-Qualification Amendment No. 2 as filed on September 6, 2024, as qualified on September 17, 2024, and as may be amended and supplemented from time to time, to: (a) extend the expiration date of this offering to February 28, 2026; (b) to add 3,900,000,000 additional shares of common stock to the offered by this Offering Circular, for a revised maximum of 8,400,000,000 shares (collectively, the “Offered Shares”); and (c) to revise the offering price of the 6,687,062,556 shares of Company common stock that remain unsold (the “Remaining Shares”) to $__[0.0001-0.0006].

 

By this Offering Circular, the Company is offering for sale a maximum of 8,500,000,000 shares of its common stock (the Offered Shares), of which 1,478,666,729 shares have been sold for cash in the total amount of $696,310 and of which 6,687,062,556 shares, the Remaining Shares, at a fixed price of $__[0.0001-0.0006] per share, pursuant to Tier 1 of Regulation A of the United States Securities and Exchange Commission (the “SEC”). A minimum purchase of $5,000 of the Offered Shares is required in this offering; any additional purchase must be in an amount of at least $1,000. This offering is being conducted on a best-efforts basis, which means that there is no minimum number of Offered Shares that must be sold by us for this offering to close; thus, we may receive no or minimal proceeds from this offering. All proceeds from this offering will become immediately available to us and may be used as they are accepted. Purchasers of the Offered Shares will not be entitled to a refund and could lose their entire investments.

 

Please see the “Risk Factors” section, beginning on page 4, for a discussion of the risks associated with a purchase of the Offered Shares, including the Remaining Shares.

 

This Offering Circular reflects a 1-for-300 reverse split (the “Reverse Split”) of our company’s common stock that became effective April 22, 2024 (historical share numbers herein have been restated to reflect the Reverse Split).

 

This offering commenced on June 24, 2024, and will terminate at the earliest of (a) the date on which the maximum offering has been sold, (b) February 28, 2026, or (c) the date on which this offering is earlier terminated by us, in our sole discretion (See “Plan of Distribution”).

 

Title of Securities Offered		Total Number of Shares Offered		Number of Shares Sold to Date		Proceeds to Company to Date (1)			Number of Remaining Shares to Be Sold		Price to Public of Remaining Shares to Be Sold			Proceeds to Company from Remaining Shares			Commissions (2)			Total Proceeds to Company
Common Stock		8,400,000,000		1,478,666,729		$	696,310		6,687,062,556		$	[0.0001-0.0006]		$	[668,706-4,012,238]		$	-0-		$	[1,365,016-4,708,548]

 

(1)	Does not account for the payment of expenses of this offering estimated at $15,000. See “Plan of Distribution.”
(2)	We may offer the Offered Shares through registered broker-dealers and we may pay finders. However, information as to any such broker-dealer or finder shall be disclosed in an amendment to this Offering Circular.
(3)	Assuming the sale of all 6,687,062,556 Remaining Shares.

 

The terms of this offering were determined arbitrarily by our company. The offering price for the Offered Shares does not necessarily bear any relationship to our company’s assets, book value, earnings or other established criteria of valuation. Accordingly, the offering price of the Offered Shares, including the Remaining Shares, should not be considered as an indication of any intrinsic value of such securities. (See “Risk Factors—Risks Related to a Purchase of Offered Shares” and “Dilution”).

 

There is no escrow established for the proceeds of this offering. (See “Risk Factors—Risks Related to a Purchase of Offered Shares”).

 

Currently, our common stock is quoted in the over-the-counter under the symbol “CBDL” in the OTC Pink marketplace of OTC Link. On March 5, 2025, the closing price of our common stock was $0.0004 per share.

 

Investing in the Offered Shares is speculative and involves substantial risks, including the superior voting rights of our outstanding shares of Series A Non-Convertible Preferred Stock, which preclude current and future owners of our common stock, including the Offered Shares, from influencing any corporate decision. The Series A Non-Convertible Preferred Stock has the following voting rights: the shares of Series A Non-Convertible Preferred Stock shall vote together with the shares of our common stock and other voting securities as a single class and shall represent 80% of all votes entitled to be voted at any annual or special meeting of our shareholders. Our Chief Executive Officer, Lisa Nelson, as the owner of all of the outstanding shares of the Series A Non-Convertible Preferred Stock, will, therefore, be able to control the management and affairs of our company, as well as matters requiring the approval by our shareholders, including the election of directors, any merger, consolidation or sale of all or substantially all of our assets, and any other significant corporate transaction. (See “Risk Factors—Risks Related to a Purchase of the Offered Shares”).

 

THE SEC DOES NOT PASS UPON THE MERITS OF, OR GIVE ITS APPROVAL TO, ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE SEC. HOWEVER, THE SEC HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

 

The use of projections or forecasts in this offering is prohibited. No person is permitted to make any oral or written predictions about the benefits you will receive from an investment in Offered Shares, including the Remaining Shares.

 

No sale may be made to you in this offering if you do not satisfy the investor suitability standards described in this Offering Circular under “Plan of Distribution-State Law Exemption” and “Offerings to Qualified Purchasers-Investor Suitability Standards” (page 3). Before making any representation that you satisfy the established investor suitability standards, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

 

This Offering Circular follows the disclosure format of Form S-1, pursuant to the General Instructions of Part II(a)(1)(ii) of Form 1-A.

 

The date of this Post-Qualification Offering Circular Amendment No. 3 is March 5, 2025.

 

 

 

 

TABLE OF CONTENTS

 

	Page
Cautionary Statement Regarding Forward-Looking Statements	1
Offering Circular Summary	2
Risk Factors	5
Dilution	16
Use of Proceeds	17
Plan of Distribution	18
Description of Securities	21
Business	23
Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Directors, Executive Officers, Promoters and Control Persons	33
Executive Compensation	35
Security Ownership of Certain Beneficial Owners and Management	37
Certain Relationships and Related Transactions	38
Legal Matters	39
Where You Can Find More Information	39
Index to Financial Statements	40

 

 

 

 

 

 

 

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

The information contained in this Offering Circular includes some statements that are not historical and that are considered forward-looking statements. Such forward-looking statements include, but are not limited to, statements regarding our development plans for our business; our strategies and business outlook; anticipated development of our company; and various other matters (including contingent liabilities and obligations and changes in accounting policies, standards and interpretations). These forward-looking statements express our expectations, hopes, beliefs and intentions regarding the future. In addition, without limiting the foregoing, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words anticipates, believes, continue, could, estimates, expects, intends, may, might, plans, possible, potential, predicts, projects, seeks, should, will, would and similar expressions and variations, or comparable terminology, or the negatives of any of the foregoing, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

 

The forward-looking statements contained in this Offering Circular are based on current expectations and beliefs concerning future developments that are difficult to predict. We cannot guarantee future performance, or that future developments affecting our company will be as currently anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.

 

All forward-looking statements attributable to us are expressly qualified in their entirety by these risks and uncertainties. These risks and uncertainties, along with others, are also described below in the Risk Factors section. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. You should not place undue reliance on any forward-looking statements and should not make an investment decision based solely on these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

 

 

 

 

 

 

 

 

 

 

 

OFFERING CIRCULAR SUMMARY

 

The following summary highlights material information contained in this Offering Circular. This summary does not contain all of the information you should consider before purchasing our common stock. Before making an investment decision, you should read this Offering Circular carefully, including the Risk Factors section and the unaudited consolidated financial statements and the notes thereto. Unless otherwise indicated, the terms we, us and our refer and relate to CBD Life Sciences, Inc., a Nevada corporation, including subsidiaries.

 

Our Company

 

Our company was incorporated in the State of Nevada on December 31, 2003, as Platinum Consulting Services, Inc. On July 3, 2006, our corporate name changed to Autobidlive Auctions International Inc.; on December 26, 2006, our corporate name changed to Auctions International Inc.; on March 26, 2013, our corporate name changed to Rangemore Film Productions Corp.; on December 19, 2013, our corporate name changed to Cre8tive Works, Inc.; on August 31, 2017, our corporate name changed to Optium Cyber Systems, Inc.

 

In January 2019, we acquired LBC Bioscience Inc. (“LBC”). LBC develops and markets a line of CBD-based organic products, such as hemp drops, recovery pain relief creams, anxiety and sleep solutions, supplements, edibles and a full line of pet products. In addition, LBC has developed an anti-aging skin product line. LBC’s products can be viewed and purchased on our website located at www.lbcbioscienceinc.com. As a result of the LBC acquisition, we changed our corporate name to CBD Life Sciences Inc.

 

Our products’ CBD ingredients are derived from hemp. CBD hemp oil is extracted from the cannabis varieties that are naturally abundant in CBD and low in THC (the principal psychoactive constituent (or cannabinoid) of cannabis). An extraction process is used to yield highly concentrated CBD oil that also contains other potentially nutritious materials such as omega-3 fatty acids, terpenes (a class of organic compounds which when modified are used in a variety of medicines and alternative medicines such as aromatherapy), vitamins, chlorophyll and amino acids. Our products are parasite-free. See (“Business”).

 

Recent Events

 

New Products. Since the beginning of the fourth quarter of 2024, we have introduced several new products, including mushroom powder capsules, a mushroom supplement drink, a mushroom smoothie bar, Delta-8 gummies and, for sale in the equine market, a topical horse paste. All of these products are available through each of our sales platforms.

 

Groupon.com^®. In February 2025, we announced that our premium CBD products would be available on Groupon.com, a large, consumer-centric e-commerce platform that offers “deals” on local services, goods, travel, and activities. This arrangement with Group.on is part of our management’s strategy of increasing the number of sales platform through which our products are available to consumers.

 

Doordash^®. In January 2023, we announced that we are in the final stage of gaining approval for consumer deliveries of our CBD products by Doordash, a delivery service that connects customers with local restaurants, convenience stores and other retailers. We believe that approval from Doordash will be achieved. Our seeking this arrangement with Doordash is part of our management’s strategy of increasing the number of sales platform through which our products are available to consumers.

 

Walmart Marketplace^®. In January 2025, we announced that our mushroom gummies, featuring a Lion's Mane mushroom blend, have officially been approved for sale and are now available on Walmart Marketplace. Walmart Marketplace is an online marketplace where third-party sellers can sell their products alongside Walmart’s own products. This arrangement with Walmart Marketplace is part of our management’s strategy of increasing the number of sales platform through which our products are available to consumers.

 

Cannabis License. In December 2024, we announced our intent to acquire a cannabis grower license in the State of Nevada. However, since this announcement, we have abandoned these efforts.

 

 

 

 

Liquor and Wine Application. In November 2024, we announced that we had applied for a liquor and wine retail license in the State of Arizona, to facilitate our plans to offer CBD-infused wine and other similar products. While we continue to pursue such license, there is no assurance that we will be successful, in this regard.

 

MOU with U.S. Armed Forces. In October 2024, we announced the signing of memorandum of understanding (MOU) with a division of the United States Armed Forces relating to the potential sale of our products. However, since this announcement, we have abandoned these efforts.

 

RangeMe^®. In October 2024, we announced that our CBD products would be available through the B2B (business-to-business) platform, RangeMe, which provides access to over 200,000 retail buyers. It is our expectation that our presence on the RangeMe platform will result in a greater ability to attract potential retail customers. However, there is no assurance that such will be the case.

 

MOU with New York Dispensary. In August 2024, we announced the signing of a memorandum of understanding (MOU) relating to the potential acquisition of a 45% ownership interest in a New York licensed cannabis dispensary. This effort has been abandoned.

 

Share Buyback. In December 2024, we announced a share buyback initiative for up to 3.5 billion shares of our common stock that our Board of Directors had approved, believing that such initiative would serve to earnings per share, attract new investors and signal market confidence. However, our Board of Directors has determined that only funds derived from operations are to be used for any share buyback transactions, if any; that is, no funds derived from this offering will be used for any share buyback transactions. As of the date of this Offering Circular, no share buyback transactions have been effected by us. There is, of course, no assurance that we will ever be able to effect any share buyback transactions or, if effected, that such share buyback initiative will have any of the intended results.

 

 

 

 

 

 

 

 

 

 

 

Offering Summary

 

Securities Offered		8,400,000,000 Offered Shares, including the 6,687,062,556 Remaining Shares.
Offering Price		$____[0.0001-0.0006] per Offered Share.
Shares Outstanding Before This Offering		3,263,971,942 shares issued and outstanding as of the date hereof.
Shares Outstanding After This Offering		9,951,034,498 shares issued and outstanding, assuming the sale of all of the Remaining Shares hereunder.
Minimum Number of Shares to Be Sold in This Offering		None.
Current Financial Condition		We currently have minimal assets and relatively limited operations. At September 30, 2024, we had a negative cash balance of $(7,824) (unaudited) and, for the nine months ended September 30, 2024, we reported revenues of $97,302 (unaudited) and a net loss of $415,547 (unaudited). To expand our operations, including the opening of new retail locations, we are dependent upon obtaining funding, either in this offering or from another source. There is no assurance that we will be able to obtain such funding. (See “Risk Factors,” “Business” and “Management's Discussion and Analysis of Financial Condition and Results of Operations”).
Disparate Voting Rights		Our outstanding shares of Series A Non-Convertible Preferred Stock possess superior voting rights, which preclude current and future owners of our common stock, including the Offered Shares, from influencing any corporate decision. The Series A Non-Convertible Preferred Stock has the following voting rights: the shares of Series A Non-Convertible Preferred Stock shall vote together with the shares of our common stock and other voting securities as a single class and shall represent 80% of all votes entitled to be voted at any annual or special meeting of our shareholders. Our Chief Executive Officer, Lisa Nelson, as the owner of all of the outstanding shares of the Series A Non-Convertible Preferred Stock, will, therefore, be able to control the management and affairs of our company, as well as matters requiring the approval by our shareholders, including the election of directors, any merger, consolidation or sale of all or substantially all of our assets, and any other significant corporate transaction. (See “Risk Factors—Risks Related to a Purchase of the Offered Shares,” “Security Ownership of Certain Beneficial Owners and Management” and “Certain Relationships and Related Transactions”).
Investor Suitability Standards		The Offered Shares may only be purchased by investors residing in a state in which this Offering Circular is duly qualified who have either (a) a minimum annual gross income of $70,000 and a minimum net worth of $70,000, exclusive of automobile, home and home furnishings, or (b) a minimum net worth of $250,000, exclusive of automobile, home and home furnishings.
Market for our Common Stock		Our common stock is quoted in the over-the-counter market under the symbol “CBDL” in the OTC Pink marketplace of OTC Link.
Termination of this Offering		This offering will terminate at the earliest of (a) the date on which the maximum offering has been sold, (b) the date which is one year from this offering circular being qualified by the SEC and (c) the date on which this offering is earlier terminated by us, in our sole discretion.
Use of Proceeds		We will apply the cash proceeds of this offering for marketing and advertising, trade shows, product development, store expansion, warehouse expense, payroll and working capital. (See “Use of Proceeds”).
Risk Factors		An investment in the Offered Shares, including the Remaining Shares, involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investments. You should carefully consider the information included in the Risk Factors section of this Offering Circular, as well as the other information contained in this Offering Circular, prior to making an investment decision regarding the Offered Shares, including the Remaining Shares.
Corporate Information		Our principal executive offices are located at 10953 N. Frank Lloyd Wright Boulevard, Suite 108, Scottsdale, Arizona 85259; our telephone number is (480) 410-6780; our corporate website is located at www.lbcbioscienceinc.com No information found on our company’s website is part of this Offering Circular.

 

Continuing Reporting Requirements Under Regulation A

 

As a Tier 1 issuer under Regulation A, we will be required to file with the SEC a Form 1-Z (Exit Report Under Regulation A) upon the termination of this offering. We will not be required to file any other reports with the SEC following this offering.

 

However, during the pendency of this offering and following this offering, we intend to file quarterly and annual financial reports and other supplemental reports with OTC Markets, which will be available at www.otcmarkets.com.

 

All of our future periodic reports, whether filed with OTC Markets or the SEC, will not be required to include the same information as analogous reports required to be filed by companies whose securities are listed on the NYSE or NASDAQ, for example.

 

 

 

 

 

RISK FACTORS

 

An investment in the Offered Shares, including the Remaining Shares, involves substantial risks. You should carefully consider the following risk factors, in addition to the other information contained in this Offering Circular, before purchasing any of the Offered Shares, including the Remaining Shares. The occurrence of any of the following risks might cause you to lose a significant part of your investment. The risks and uncertainties discussed below are not the only ones we face, but do represent those risks and uncertainties that we believe are most significant to our business, operating results, prospects and financial condition. Some statements in this Offering Circular, including statements in the following risk factors, constitute forward-looking statements. (See “Cautionary Statement Regarding Forward-Looking Statements”).

 

Risks Related to Our Company

 

We have incurred losses in prior periods, and losses in the future could cause the quoted price of our common stock to decline or have a material adverse effect on our financial condition, our ability to pay our debts as they become due, and on our cash flows. We have incurred losses in prior periods. For the nine months ended September 30, 2024 and 2023, we incurred a net loss of $415,547 (unaudited) and $79,301 (unaudited), respectively, and, as of September 30, 2024, we had an accumulated deficit of $14,977,657 (unaudited). For the years ended December 31, 2023 and 2022, we incurred a net loss of $78,574 (unaudited) and $859,804 (unaudited), respectively, and, as of December 31, 2023, we had an accumulated deficit of $14,562,110 (unaudited). Any losses in the future could cause the quoted price of our common stock to decline or have a material adverse effect on our financial condition, our ability to pay our debts as they become due, and on our cash flows.

 

There is doubt about our ability to continue as a viable business. We have not earned a profit from our operations during recent financial periods. There is no assurance that we will ever earn a profit from our operations in future financial periods.

 

We may be unable to obtain sufficient capital to implement our full plan of business. Currently, we do not have sufficient financial resources with which to establish our growth strategies. There is no assurance that we will be able to obtain sources of financing, including in this offering, in order to satisfy our working capital needs.

 

We do not have a successful operating history. We have never earned a profit from our operations. Because of this circumstance, an investment in the Offered Shares, including the Remaining Shares, speculative in nature. Because of this lack of operating success, it is difficult to forecast our future operating results. Additionally, our operations will be subject to risks inherent in the implementation of unproven business strategies, including, among other factors, efficiently deploying our capital, developing and implementing our marketing campaigns and strategies and developing greater awareness. Our performance and business prospects will suffer if we are unable to overcome the following challenges, among others:

 

	·	our dependence upon external sources for the financing of our operations, particularly given that there are concerns about our ability to continue as a going concern;
	·	our ability to execute our business strategies;
	·	our ability to manage our expansion, growth and operating expenses;
	·	our ability to finance our business;
	·	our ability to compete and succeed in highly a competitive industry; and
	·	future geopolitical events and economic crisis.

 

There are risks and uncertainties encountered by under-capitalized companies. As an under-capitalized company, we are unable to offer assurance that we will be able to overcome our lack of capital, among other challenges.

 

 

 

 

We may not be successful in establishing our business model. We are unable to offer assurance that we will be successful in expanding our retail business model, particularly as it relates to CBD products. Should we fail to do so, you can expect to lose your entire investment in the Offered Shares, including the Remaining Shares.

 

We may never earn a profit in future financial periods. Because we lack a successful operating history, we are unable to offer assurance that we will ever earn a profit in future financial periods.

 

If we are unable to manage future expansion effectively, our business may be adversely impacted. In the future, we may experience rapid growth in our operations, which could place a significant strain on our company’s infrastructure, in general, and our internal controls and other managerial, operating and financial resources, in particular. If we are unable to manage future expansion effectively, our business would be harmed. There is, of course, no assurance that we will enjoy rapid development in our business.

 

We currently depend on the efforts of Chief Executive Officer; the loss of this executive officer could disrupt our operations and adversely affect the further development of our business. Our success in establishing implementing our CBD-focused business strategies will depend, primarily, on the continued service of our Chief Executive Officer, Lisa Nelson. The loss of service of Mrs. Nelson, for any reason, could seriously impair our ability to execute our business plan, which could have a materially adverse effect on our business and future results of operations. We have entered into an employment agreement with Mrs. Nelson, the term of which expires in 2029. Under her employment agreement, Mrs. Nelson is required to devote not less than 30 hours per week to our company’s business. (See “Directors, Executive Officers, Promoters and Control Persons—Employment Agreement” and “Certain Relationships and Related Transactions—Employment Agreement”). We have not purchased any key-man life insurance.

 

None of our executive officers devotes their full-time efforts to our company’s business. Because none of our executive officers, including our Chief Executive Officer, Lisa Nelson, is required to devote their full-time efforts to our company’s business, it is possible that our business operations could suffer or that our rate of growth could be less robust. We are unable to predict the actual outcome of these circumstances.

 

If we are unable to recruit and retain key personnel, our business may be harmed. If we are unable to attract and retain key personnel, our business may be harmed. Our failure to enable the effective transfer of knowledge and facilitate smooth transitions with regard to our key employees could adversely affect our long-term strategic planning and execution.

 

Our retail strategies centered around CBD products are not based on independent market studies. We have not commissioned any independent market studies with respect to the CBD products industry, in general, or with respect to the retail store or online aspects of the CBD products industry. Rather, our plans for implementing our business and achieving profitability are based on the experience, judgment and assumptions of our management. If these assumptions prove to be incorrect, we may not be successful in establishing our business.

 

Our Board of Directors may change our policies without shareholder approval. Our policies, including any policies with respect to investments, leverage, financing, growth, debt and capitalization, will be determined by our Board of Directors or officers to whom our Board of Directors delegates such authority. Our Board of Directors will also establish the amount of any dividends or other distributions that we may pay to our shareholders. Our Board of Directors or officers to which such decisions are delegated will have the ability to amend or revise these and our other policies at any time without shareholder vote. Accordingly, our shareholders will not be entitled to approve changes in our policies, which policy changes may have a material adverse effect on our financial condition and results of operations.

 

Risks Related to Our Business

 

There is no assurance that any of our research and development activities will result in any proprietary technology or commercial products. We develop CBD/hemp-oil based and similar products. Competitors may develop and sell superior products performing the same function, or industry participants may not accept or desire those products. We may not be able to protect our proprietary rights, if any, from infringement or theft by third parties. Government regulation may suppress or prevent marketing and sales of our products, even if they can be commercialized.

 

 

 

 

Our business is dependent upon outside suppliers. While we develop and manufacture many of our own CBD products, we are reliant on third-party suppliers for raw materials used in manufacturing our in-house products and other suppliers and other manufacturers to obtain our white label and third-party products. We have not entered into any standing agreements with any supplier. Rather, we order needed supplies and white label and third-party products on an ad hoc basis. We do not believe this strategy puts us at risk of being unable to obtain needed supplies and white label and third-party products. However, to the extent to which supply disruptions do occur, it can be expected to have a material adverse effect on our business, financial condition and results of operations.

 

Increases in the cost of shipping, postage or credit card processing could harm our business. We ship our products to customers by United States mail and other overnight delivery and surface services. We generally invoice the costs of delivery and parcel shipments directly to customers as separate shipping and handling charges. To the extent that increased prices we pay cannot be recouped through increases in our retail prices, our profitability would be negatively affected. Similarly, strikes or other service interruptions by these shippers could limit our ability to market or deliver our products on a timely basis.

 

Our future success depends upon brand awareness and the effectiveness of our marketing programs. Our future success depends upon our ability to effectively define, evolve and promote our stores and brands. In order to achieve and maintain desirable recognition, we will need to invest in the development of our current brands and future brands through various means, including customer research, advertising and promotional events, direct mail marketing, internet marketing and other measures. Certain external costs may be subject to price fluctuations, such as increases in the cost of mailing or advertising on the internet. We can provide no assurance that the marketing strategies we implement and the investments we make will be successful in building significant brand awareness or attracting new customers.

 

Online store features could fail to attract new customers, retain existing customers, or generate revenue. Our business strategy is dependent on our ability to develop online store features to attract new customers and retain existing ones. Staffing changes, changes in customer behavior or development of competing networks may cause customers to switch to competing online stores or decrease their use of our online store. To date, our online retail platform is only in its beginning stages and it has not begun to generate revenue. There is no guarantee that individual customers will use these features and as a result, we may fail to generate revenue. Additionally, any of the following events may cause decreased use of our online store:

 

	·	Emergence of competing websites and online retail stores;
	·	Inability to convince potential customers to shop at our online store;
	·	A decrease or perceived decrease in the quality of products at our online store;
	·	An increase in content that is irrelevant to our users;
	·	Technical issues on certain platforms or in the cross-compatibility of multiple platforms;
	·	An increase in the level of advertisements may discourage user engagement;
	·	A rise in safety or privacy concerns; and
	·	An increase in the level of spam or undesired content on the network.

 

Due to our involvement in the cannabis industry, we may have a difficult time obtaining the various insurances that are desired to operate our business, which may expose us to additional risk and financial liabilities. Insurance that is otherwise readily available, such as workers’ compensation, general liability, and directors and officer’s insurance, is more difficult for us to find and more expensive, because we are a service provider to companies in the cannabis industry. There are no guarantees that we will be able to find such insurances in the future, or that the cost will be affordable to us. If we are forced to go without such insurances, it may prevent us from entering into certain business sectors, may inhibit our growth, and may expose us to additional risk and financial liabilities. We do not carry general liability insurance. Because we may be limited in the types of insurance coverage we can obtain, if we are made a party of a legal action, we may not have sufficient funds to defend the litigation. If that occurs a judgment could be rendered against us that could cause us to cease operations or result in other negative material impacts to our business.

 

 

 

 

Unfavorable publicity or consumer perception of our products or any similar products distributed by other companies could have a material adverse effect on our business and financial condition. We believe our product sales will be highly dependent on consumer perception of the safety, quality and efficacy of our products as well as similar or other products distributed and sold by other companies. Consumer perception of our products can be significantly influenced by scientific research or findings, regulatory investigations, litigation, national media attention, and other publicity including publicity regarding the legality, safety or quality of particular ingredients or products and cannabis markets in general. From time to time, there is unfavorable publicity, scientific research or findings, litigation, regulatory proceedings and other media attention regarding our industry. There can be no assurance that future publicity, scientific research or findings, litigation, regulatory proceedings, or media attention will be favorable to the herbal skin care and cannabis markets or any particular product or ingredient, or consistent with earlier publicity, scientific research or findings, litigation, regulatory proceedings or media attention. Adverse publicity, scientific research or findings, litigation, regulatory proceedings or media attention, whether or not accurate, could have a material adverse effect on our business and financial condition. In addition, adverse publicity, reports or other media attention regarding the safety, quality, or efficacy of our products or ingredients of cannabis products in general, or associating the use of our products or ingredients in general with illness or other adverse effects, whether or not scientifically supported or accurate, could have a material adverse effect on our business and financial condition.

 

Operating an online store open to all internet users may result in legal consequences. Our Terms and Conditions clearly state that our online store is only to be used by users who are over 21 years old and located where the use of cannabis is permissible under state law and only in a manner which would be permissible under the applicable state law. However, it is impractical to independently verify that all visitors to our online store fit into this description. As such, we run the risk of federal and state law enforcement prosecution.

 

We have implemented a content reporting review policy to remove any content which violates our Terms and Conditions. We have introduced a system that flags any posts for review, removal, and possible account suspension. As soon as content is flagged by one of our internal or external control systems or by another user, it is removed from view until we have had the time to review the content. There can be no assurance that future administrations, will not change its stated policy and begin enforcement of the Federal laws against us or our users. Additionally, there can be no assurance that we will not face criminal prosecution from states where the use of cannabis is permitted for the use of cannabis in ways which do not fall under the state law. Finally, even if we attempt to prevent the use of our product in states where cannabis use is not permitted under state law, use of our app by those in such states may still occur and state authorities may still bring an action against us for the promotion of cannabis related material by those residing in such states.

 

We are subject to payment processing risk. A significant portion of purchases of our apparel is made in stores and online by customers using credit/debit cards. For the foreseeable future, we intend to rely on third parties to process payment. Acceptance and processing of these payment methods are subject to certain rules and regulations and require payment of interchange and other fees. To the extent there are disruptions in our payment processing systems, our revenue, operating expenses and results of operation could be adversely impacted.

 

Our business and operations would be adversely impacted in the event of a failure or interruption of our information technology infrastructure or as a result of a cybersecurity attack. The proper functioning of our own information technology (IT) infrastructure is critical to the efficient operation and management of our business. We may not have the necessary financial resources to update and maintain our IT infrastructure, and any failure or interruption of our IT system could adversely impact our operations. In addition, our IT is vulnerable to cyberattacks, computer viruses, worms and other malicious software programs, physical and electronic break-ins, sabotage and similar disruptions from unauthorized tampering with our computer systems. We believe that we have adopted appropriate measures to mitigate potential risks to our technology infrastructure and our operations from these IT-related and other potential disruptions. However, given the unpredictability of the timing, nature and scope of any such IT failures or disruptions, we could potentially be subject to downtimes, transactional errors, processing inefficiencies, operational delays, other detrimental impacts on our operations or ability to provide products to our customers, the compromising of confidential or personal information, destruction or corruption of data, security breaches, other manipulation or improper use of our systems and networks, financial losses from remedial actions, loss of business or potential liability, and/or damage to our reputation, any of which could have a material adverse effect on our cash flows, competitive position, financial condition or results of operations.

 

 

 

 

If we fail to comply with personal data protection and privacy laws, we could be subject to adverse publicity, government enforcement actions and/or private litigation, which could negatively affect our business and operating results. In the ordinary course of our business, we receive, process, transmit and store information relating to identifiable individuals (“personal data”), primarily employees, former employees and consumers with whom we interact. As a result, we are subject to various U.S. federal and state and foreign laws and regulations relating to personal data. These laws have been subject to frequent changes, and new legislation in this area may be enacted in other jurisdictions at any time. These laws impose operational requirements for companies receiving or processing personal data, and many provide for significant penalties for noncompliance. These requirements with respect to personal data have subjected and may continue in the future to subject our company to, among other things, additional costs and expenses and have required and may in the future require costly changes to our business practices and information security systems, policies, procedures and practices. Our security controls over personal data, the training of employees and vendors on data privacy and data security, and the policies, procedures and practices we implemented or may implement in the future may not prevent the improper disclosure of personal data by us or the third-party service providers and vendors whose technology, systems and services we use in connection with the receipt, storage and transmission of personal data. Unauthorized access or improper disclosure of personal data in violation of personal data protection or privacy laws could harm our reputation, cause loss of consumer confidence, subject us to regulatory enforcement actions (including fines), and result in private litigation against us, which could result in loss of revenue, increased costs, liability for monetary damages, fines and/or criminal prosecution, all of which could negatively affect our business and operating results.

 

If our third-party service providers and business partners do not satisfactorily fulfill their commitments and responsibilities, our financial results could suffer. In the conduct of our business, we rely on relationships with third parties, including cloud data storage and other information technology service providers, suppliers, distributors, contractors, joint venture partners and other external business partners, for certain functions or for services in support of key portions of our operations. These third-party service providers and business partners are subject to similar risks as we are relating to cybersecurity, privacy violations, business interruption, and systems and employee failures, and are subject to legal, regulatory and market risks of their own. Our third-party service providers and business partners may not fulfill their respective commitments and responsibilities in a timely manner and in accordance with the agreed-upon terms. In addition, while we have procedures in place for selecting and managing our relationships with third-party service providers and other business partners, we do not have control over their business operations or governance and compliance systems, practices and procedures, which increases our financial, legal, reputational and operational risk. If we are unable to effectively manage our third-party relationships, or for any reason our third-party service providers or business partners fail to fulfill their commitments and responsibilities, our financial results could suffer.

 

Possible, yet unanticipated, changes in federal and state law could cause any products that we intend to launch, containing hemp-derived CBD oil to be illegal, or could otherwise prohibit, limit or restrict any of our products containing CBD. Until 2014, when 7 U.S. Code §5940 became federal law as part of the Agricultural Act of 2014 (the “2014 Farm Act”), products containing oils derived from hemp, notwithstanding a minimal or non-existing THC content, were classified as Schedule I illegal drugs. The 2014 Farm Act expired on September 30, 2018, and was thereafter replaced by the Agricultural Improvement Act of 2018 on December 20, 2018 (the “2018 Farm Act “), which amended various sections of the U.S. Code, thereby removing hemp, defined as cannabis with less than 0.3% of THC, from Schedule 1 status under the Controlled Substances Act (“CSA”), and legalizing the cultivation and sale of hemp at the federal level, subject to compliance with certain federal requirements and state law, amongst other things. THC is the psychoactive component of plants in the cannabis family generally identified as marihuana or marijuana.

 

 

 

 

 

The 2018 Farm Bill also shifted regulatory authority from the Drug Enforcement Administration to the Department of Agriculture. The 2018 Farm Bill did not change the United States Food and Drug Administration’s (“FDA”) oversight authority over CBD products. The 2018 Farm Act delegated the authority to the states to regulate and limit the production of hemp and hemp derived products within their territories. Although many states have adopted laws and regulations that allow for the production and sale of hemp and hemp derived products under certain circumstances, no assurance can be given that such state laws may not be repealed or amended such that our intended products containing hemp-derived CBD would once again be deemed illegal under the laws of one or more states now permitting such products, which in turn would render such intended products illegal in those states under federal law even if the federal law is unchanged. In the event of either repeal of federal or of state laws and regulations, or of amendments thereto that are adverse to our intended medical CBD products, we may be restricted or limited with respect to those products that we may sell or distribute, which could adversely impact our intended business plan with respect to such intended products.

 

Additionally, the FDA has indicated its view that certain types of products containing CBD may not be permissible under the United States Federal Food, Drug and Cosmetic Act (“FDCA”). The FDA’s position is related to its approval of Epidiolex, a marijuana-derived prescription medicine to be available in the United States. The active ingredient in Epidiolex is CBD. On December 20, 2018, after the passage of the 2018 Farm Bill, FDA Commissioner Scott Gottlieb issued a statement in which he reiterated the FDA’s position that, among other things, the FDA requires a cannabis product (hemp-derived or otherwise) that is marketed with a claim of therapeutic benefit, or with any other disease claim, to be approved by the FDA for its intended use before it may be introduced into interstate commerce and that the FDCA prohibits introducing into interstate commerce food products containing added CBD, and marketing products containing CBD as a dietary supplement, regardless of whether the substances are hemp-derived. Although we believe our existing and planned CBD product offerings comply with applicable federal and state laws and regulations, legal proceedings alleging violations of such laws could have a material adverse effect on our business, financial condition and results of operations.

 

FDA regulation could negatively affect the hemp industry, which would directly affect our financial condition. The FDA may seek expanded regulation of hemp under the FDCA. Additionally, the FDA may issue rules and regulations, including certified good manufacturing practices, or cGMPs, related to the growth, cultivation, harvesting and processing of hemp. Clinical trials may be needed to verify efficacy and safety. It is also possible that the FDA would require that facilities where hemp is grown register with the FDA and comply with certain federally prescribed regulations. In the event that some or all of these regulations are imposed, we do not know what the impact would be on the hemp industry, including what costs, requirements and possible prohibitions may be enforced. If we or our partners are unable to comply with the regulations or registration as prescribed by the FDA, we and or our partners (including C2M) may be unable to continue to operate their and our business in its current or planned form or at all.

 

Sources of hemp-derived CBD depend upon legality of cultivation, processing, marketing and sales of products derived from those plants under state law of the United States. Hemp-derived CBD can only be legally produced in states that have laws and regulations that allow for such production and that comply with the 2018 Farm Act, apart from state laws legalizing and regulating medical and recreational cannabis or marijuana, which remains illegal under federal law and regulations. In addition, as described in the preceding risk factor, in the event of repeal or amendment of laws and regulations which are now favorable to the cannabis/hemp industry in such states, we would be required to locate new suppliers in states with laws and regulations that qualify under the 2018 Farm Act. If we were to be unsuccessful in arranging new sources of supply of our raw ingredients, or if our raw ingredients were to become legally unavailable, our intended business plan with respect to such products could be adversely impacted.

 

Because we may only sell and ship our products containing hemp-derived CBD in states that have adopted laws and regulations qualifying under the 2018 Farm Act, a reduction in the number of states having such qualifying laws and regulations could limit, restrict or otherwise preclude the sale of intended products containing hemp-derived CBD. The interstate shipment of hemp-derived CBD from one state to another is legal only where both states have laws and regulations that allow for the production and sale of such products and that qualify under the 2018 Farm Act. Therefore, the marketing and sale of our intended products containing hemp-derived CBD is limited by such factors and is restricted to such states. Although we believe we may lawfully sell any of our finished products, including those containing CBD, in a majority of states, a repeal or adverse amendment of laws and regulations that are now favorable to the distribution, marketing and sale of finished products we intend to sell could significantly limit, restrict or prevent us from generating revenue related to our products that contain hemp-derived CBD. Any such repeal or adverse amendment of now favorable laws and regulations could have an adverse impact on our business plan with respect to such products.

 

 

 

 

Our products may not meet health and safety standards or could become contaminated. We have adopted various quality, environmental, health and safety standards. We do not have control over all of the third parties involved in the manufacturing of our products and their compliance with government health and safety standards. Even if our products meet these standards, they could otherwise become contaminated. A failure to meet these standards or contamination could occur in our operations or those of our manufacturers, distributors or suppliers. This could result in expensive production interruptions, recalls and liability claims. Moreover, negative publicity could be generated from false, unfounded or nominal liability claims or limited recalls. Any of these failures or occurrences could negatively affect our business and financial performance.

 

The sale of our products involves product liability and related risks that could expose us to significant insurance and loss expenses. We face an inherent risk of exposure to product liability claims if the use of our products results in, or is believed to have resulted in, illness or injury. Our products contain combinations of ingredients, and there is little long-term experience with the effect of these combinations. In addition, interactions of these products with other products, prescription medicines and over-the-counter drugs have not been fully explored or understood and may have unintended consequences. While our third-party manufacturers perform tests in connection with the formulations of our products, these tests are not designed to evaluate the inherent safety of our products.

 

Any product liability claim may increase our costs and adversely affect our revenue and operating income. Moreover, liability claims arising from a serious adverse event may increase our costs through higher insurance premiums and deductibles and may make it more difficult to secure adequate insurance coverage in the future. In addition, our product liability insurance may fail to cover future product liability claims, which, if adversely determined, could subject us to substantial monetary damages.

 

Confusion between legal Cannabis and illegal Cannabis. There is risk that confusion or uncertainty surrounding our products with regulated cannabis could occur on the state or federal level and impact us. We may have difficulty with establishing banking relationships, working with investment banks and brokers who would be willing to offer and sell our securities or accept deposits from shareholders, and auditors willing to certify our financial statements if we are confused with businesses that are in the cannabis business. Any of these additional factors, should they occur, could also affect our business, prospects, assets or results of operation could have a material adverse effect on our business, prospects, results of operations or financial condition.

 

We are subject to product liability. We face an inherent risk of exposure to product liability claims, regulatory action and litigation if its products are alleged to have caused significant loss or injury. In addition, the sale of our products would involve the risk of injury to consumers due to tampering by unauthorized third parties or product contamination. Previously unknown adverse reactions resulting from human consumption of our products alone or in combination with other medications or substances could occur. We may be subject to various product liability claims, including, among others, that our products caused injury or illness or death, include inadequate instructions for use or include inadequate warnings concerning possible side effects or interactions with other substances. A product liability claim or regulatory action against us could result in increased costs, could adversely affect our reputation with clients and consumers generally, and could have a material adverse effect on our business, results of operations and financial condition. There can be no assurances that we will be able to obtain or maintain product liability insurance on acceptable terms or with adequate coverage against potential liabilities. Such insurance is expensive and may not be available in the future on acceptable terms, or at all. The inability to obtain sufficient insurance coverage on reasonable terms or to otherwise protect against potential product liability claims could prevent or inhibit the commercialization of our potential products.

 

We are subject to product recalls. Manufacturers and distributors of products are sometimes subject to the recall or return of their products for a variety of reasons, including product defects, such as contamination, unintended harmful side effects or interactions with other substances, packaging safety and inadequate or inaccurate labeling disclosure. If any of our products are recalled due to an alleged product defect or for any other reason, we could be required to incur the unexpected expense of the recall and any legal proceedings that might arise in connection with the recall. We may lose a significant amount of sales and may not be able to replace those sales at an acceptable margin or at all. In addition, a product recall may require significant management attention. Although we have detailed procedures in place for testing its products, there can be no assurance that any quality, potency or contamination problems will be detected in time to avoid unforeseen product recalls, regulatory action or lawsuits. Additionally, if one of our significant brands were subject to recall, the image of that brand and our company could be harmed. A recall for any of the foregoing reasons could lead to decreased demand for our products and could have a material adverse effect on our results of operations and financial condition. Additionally, product recalls may lead to increased scrutiny of our operations by the U.S. Food and Drug Administration, or other regulatory agencies, requiring further management attention and potential legal fees and other expenses.

 

 

 

Because we manufacture and sell CBD products, it is possible that, in the future, we may have difficulty accessing the service of banks. While industrial hemp cultivation was legalized by the 2018 Farm Bill, the FDA is choosing to regulate certain hemp products, including CBD. It is possible that the circumstances surrounding the FDA’s handling of CBD-related issues could cause us to have difficulty securing services from banks, in the future.

 

If our trademarks and other proprietary rights are not adequately protected to prevent use or appropriation by competitors, the value of our brands may be diminished, and our business adversely affected. We rely, and expect to continue to rely, on a combination of confidentiality and license agreements with employees, consultants and third parties with whom we have relationships, as well as trademark protection laws, to protect our proprietary rights. If the protection of our intellectual property rights is inadequate to prevent use or misappropriation by third parties, the value of our brands may be diminished, and the perception of our products may become confused in the marketplace. In such circumstance, our business could be adversely affected.

 

Risks Related to Compliance and Regulation

 

We will not have reporting obligations under Sections 14 or 16 of the Securities Exchange Act of 1934, nor will any shareholders have reporting requirements of Regulation 13D or 13G, nor Regulation 14D. So long as our common shares are not registered under the Exchange Act, our directors and executive officers and beneficial holders of 10% or more of our outstanding common shares will not be subject to Section 16 of the Exchange Act. Section 16(a) of the Exchange Act requires executive officers and directors and persons who beneficially own more than 10% of a registered class of equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of common shares and other equity securities, on Forms 3, 4 and 5, respectively. Such information about our directors, executive officers and beneficial holders will only be available through periodic reports we file with OTC Markets.

 

Our common stock is not registered under the Exchange Act and we do not intend to register our common stock under the Exchange Act for the foreseeable future; provided, however, that we will register our common stock under the Exchange Act if we have, after the last day of any fiscal year, more than either (1) 2,000 persons; or (2) 500 shareholders of record who are not accredited investors, in accordance with Section 12(g) of the Exchange Act.

 

Further, as long as our common stock is not registered under the Exchange Act, we will not be subject to Section 14 of the Exchange Act, which, among other things, prohibits companies that have securities registered under the Exchange Act from soliciting proxies or consents from shareholders without furnishing to shareholders and filing with the SEC a proxy statement and form of proxy complying with the proxy rules.

 

The reporting required by Section 14(d) of the Exchange Act provides information to the public about persons other than the company who is making the tender offer. A tender offer is a broad solicitation by a company or a third party to purchase a substantial percentage of a company’s common stock for a limited period of time. This offer is for a fixed price, usually at a premium over the current market price, and is customarily contingent on shareholders tendering a fixed number of their shares.

 

In addition, as long as our common stock is not registered under the Exchange Act, our company will not be subject to the reporting requirements of Regulation 13D and Regulation 13G, which require the disclosure of any person who, after acquiring directly or indirectly the beneficial ownership of any equity securities of a class, becomes, directly or indirectly, the beneficial owner of more than 5% of the class.

 

There may be deficiencies with our internal controls that require improvements. Our company is not required to provide a report on the effectiveness of our internal controls over financial reporting. We are in the process of evaluating whether our internal control procedures are effective and, therefore, there is a greater likelihood of undiscovered errors in our internal controls or reported financial statements as compared to issuers that have conducted such independent evaluations.

 

 

 

 

Risks Related to Our Organization and Structure

 

As a non-listed company conducting an exempt offering pursuant to Regulation A, we are not subject to a number of corporate governance requirements, including the requirements for independent board members. As a non-listed company conducting an exempt offering pursuant to Regulation A, we are not subject to a number of corporate governance requirements that an issuer conducting an offering on Form S-1 or listing on a national stock exchange would be. Accordingly, we are not required to have (a) a board of directors of which a majority consists of independent directors under the listing standards of a national stock exchange, (b) an audit committee composed entirely of independent directors and a written audit committee charter meeting a national stock exchange’s requirements, (c) a nominating/corporate governance committee composed entirely of independent directors and a written nominating/ corporate governance committee charter meeting a national stock exchange’s requirements, (d) a compensation committee composed entirely of independent directors and a written compensation committee charter meeting the requirements of a national stock exchange, and (e) independent audits of our internal controls. Accordingly, you may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of a national stock exchange.

 

Our holding company structure makes us dependent on our subsidiaries for our cash flow and could serve to subordinate the rights of our shareholders to the rights of creditors of our subsidiaries, in the event of an insolvency or liquidation of any such subsidiary. Our company acts as a holding company and, accordingly, substantially all of our operations are conducted through our subsidiaries. Such subsidiaries will be separate and distinct legal entities. As a result, substantially all of our cash flow will depend upon the earnings of our subsidiaries. In addition, we will depend on the distribution of earnings, loans or other payments by our subsidiaries. No subsidiary will have any obligation to provide our company with funds for our payment obligations. If there is an insolvency, liquidation or other reorganization of any of our subsidiaries, our shareholders will have no right to proceed against their assets. Creditors of those subsidiaries will be entitled to payment in full from the sale or other disposal of the assets of those subsidiaries before our company, as a shareholder, would be entitled to receive any distribution from that sale or disposal.

 

Risks Related to a Purchase of the Offered Shares

 

The outstanding shares of Series A Non-Convertible Preferred Stock preclude current and future owners of our common stock from influencing any corporate decision. Our Chief Executive Officer, Lisa Nelson, owns all of the outstanding shares of our Series A Non-Convertible Preferred Stock. The Series A Non-Convertible Preferred Stock has the following voting rights: the shares of Series A Non-Convertible Preferred Stock shall vote together with the shares of our common stock and other voting securities as a single class and shall represent 80% of all votes entitled to be voted at any annual or special meeting of our shareholders. Mrs. Nelson will, therefore, be able to control the management and affairs of our company, as well as matters requiring the approval by our shareholders, including the election of directors, any merger, consolidation or sale of all or substantially all of our assets, and any other significant corporate transaction. (See “Security Ownership of Certain Beneficial Owners and Management”).

 

There is no escrow established for the proceeds of this offering. Because there is no escrow established for the proceeds of this offering, proceeds derived from sales of Offered Shares, including the Remaining Shares, will be deposited directly into our operating account, will be available for immediate use by our company and will be immediately subject to any claims of our creditors.

 

There is no minimum offering and no person has committed to purchase any of the Offered Shares. We have not established a minimum offering hereunder, which means that we will be able to accept even a nominal amount of proceeds, even if such amount of proceeds is not sufficient to permit us to achieve any of our business objectives. In this regard, there is no assurance that we will sell any of the Offered Shares, including the Remaining Shares, or that we will sell enough of the Offered Shares, including the Remaining Shares, necessary to achieve any of our business objectives. Additionally, no person is committed to purchase any of the Offered Shares, including the Remaining Shares.

 

 

 

 

We may seek additional capital that may result in shareholder dilution or that may have rights senior to those of our common stock. From time to time, we may seek to obtain additional capital, either through equity, equity-linked or debt securities. The decision to obtain additional capital will depend on, among other factors, our business plans, operating performance and condition of the capital markets. If we raise additional funds through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to the rights of our common stock, which could negatively affect the market price of our common stock or cause our shareholders to experience dilution.

 

We may not be able to fund our recently announced share buyback initiative. In December 2024, we announced a share buyback initiative for up to 3.5 billion shares of our common stock that our Board of Directors had approved, believing that such initiative would serve to earnings per share, attract new investors and signal market confidence. However, our Board of Directors has determined that only funds derived from operations are to be used for any share buyback transactions, if any; that is, no funds derived from this offering will be used for any share buyback transactions. As of the date of this Offering Circular, no share buyback transactions have been effected by us. There is, of course, no assurance that we will ever be able to effect any share buyback transactions or, if effected, that such share buyback initiative will have any of the intended results.

 

You may never realize any economic benefit from a purchase of Offered Shares. Because our common stock is volatile and thinly traded, there is no assurance that you will ever realize any economic benefit from your purchase of Offered Shares, including the Remaining Shares.

 

We do not intend to pay dividends on our common stock. We intend to retain earnings, if any, to provide funds for the implementation of our business strategy. We do not intend to declare or pay any dividends in the foreseeable future. Therefore, there can be no assurance that holders of our common stock will receive cash, stock or other dividends on their shares of our common stock, until we have funds which our Board of Directors determines can be allocated to dividends.

 

Our shares of common stock are Penny Stock, which may impair trading liquidity. Disclosure requirements pertaining to penny stocks may reduce the level of trading activity in the market for our common stock and investors may find it difficult to sell their shares. Trades of our common stock will be subject to Rule 15g-9 of the SEC, which rule imposes certain requirements on broker-dealers who sell securities subject to the rule to persons other than established customers and accredited investors. For transactions covered by the rule, broker-dealers must make a special suitability determination for purchasers of the securities and receive the purchaser’s written agreement to the transaction prior to sale. The SEC also has rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in that security is provided by the exchange or system). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation.

 

 

 

 

Our common stock is thinly traded and its market price may become highly volatile. There is currently only a limited market for our common stock. A limited market is characterized by a relatively limited number of shares in the public float, relatively low trading volume and a small number of brokerage firms acting as market makers. The market for low priced securities is generally less liquid and more volatile than securities traded on national stock markets. Wide fluctuations in market prices are not uncommon. No assurance can be given that the market for our common stock will continue. The price of our common stock may be subject to wide fluctuations in response to factors such as the following, some of which are beyond our control:

 

	·	quarterly variations in our operating results;
	·	operating results that vary from the expectations of investors;
	·	changes in expectations as to our future financial performance, including financial estimates by investors;
	·	reaction to our periodic filings, or presentations by executives at investor and industry conferences;
	·	changes in our capital structure;
	·	announcements of innovations or new services by us or our competitors;
	·	announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;
	·	lack of success in the expansion of our business operations;
	·	announcements by third parties of significant claims or proceedings against our company or adverse developments in pending proceedings;
	·	additions or departures of key personnel;
	·	asset impairment;
	·	temporary or permanent inability to operate our retail location(s); and
	·	rumors or public speculation about any of the above factors.

 

The terms of this offering were determined arbitrarily. The terms of this offering were determined arbitrarily by us. The offering price for the Offered Shares does not necessarily bear any relationship to our company’s assets, book value, earnings or other established criteria of valuation. Accordingly, the offering price of the Offered Shares, including the Remaining Shares, should not be considered as an indication of any intrinsic value of such securities. (See “Dilution”).

 

Our common stock is subject to price volatility unrelated to our operations. The market price of our common stock could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, quarterly operating results of other companies in the same industry, trading volume in our common stock, changes in general conditions in the economy and the financial markets or other developments affecting our company’s competitors or our company itself. In addition, the over-the-counter stock market is subject to extreme price and volume fluctuations in general. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock.

 

Future sales of our common stock, or the perception in the public markets that these sales may occur, could reduce the market price of our common stock. In general, our officers and directors and major shareholders, as affiliates, under Rule 144 may not sell more than one percent of the total issued and outstanding shares in any 90-day period, and must resell the shares in an unsolicited brokerage transaction at the market price. The availability for sale of substantial amounts of our common stock under Rule 144 or otherwise could reduce prevailing market prices for our common stock.

 

You will suffer dilution in the net tangible book value of the Offered Shares you purchase in this offering. If you acquire any Offered Shares, including the Remaining Shares, you will suffer immediate dilution, due to the lower book value per share of our common stock compared to the purchase price of the Offered Shares, including the Remaining Shares, in this offering. (See “Dilution”).

 

As an issuer of penny stock, the protection provided by the federal securities laws relating to forward looking statements does not apply to us. Although federal securities laws provide a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to issuers of penny stocks. As a result, we will not have the benefit of this safe harbor protection in the event of any legal action based upon a claim that the material provided by us contained a material misstatement of fact or was misleading in any material respect because of our failure to include any statements necessary to make the statements not misleading. Such an action could hurt our financial condition.

 

 

 

 

DILUTION

 

Dilution in net tangible book value per share to purchasers of our common stock in this offering represents the difference between the amount per share paid by purchasers of the Offered Shares, including the Remaining Shares, in this offering and the net tangible book value per share immediately after completion of this offering. In this offering, dilution is attributable primarily to our negative net tangible book value per share.

 

If you purchase Remaining Shares in this offering, your investment will be diluted to the extent of the difference between your purchase price per Remaining Share and the net tangible book value of our common stock after this offering. Our net tangible book value as of September 30, 2024, was $361,737 (unaudited), or $0.0001 per share. Net tangible book value per share is equal to total assets minus the sum of total liabilities and intangible assets divided by the total number of shares outstanding.

 

The tables below illustrate the dilution to purchasers of Offered Shares in this offering, on a pro forma basis, assuming 100%, 75%, 50% and 25% of the Offered Shares are sold at an offering price of $0.00035, which represents the midpoint of the offering price range stated herein.

 

	Assuming the Sale of 100% of the Remaining Shares
Assumed offering price per share		$0.00035
Net tangible book value per share as of September 30, 2024 (unaudited)		$0. 00010
Decrease in net tangible book value per share after giving effect to this offering		$0.00030
Pro forma net tangible book value per share as of September 30, 2024 (unaudited)		$0.00040
Dilution in net tangible book value per share to purchasers of Offered Shares in this offering		$0.00000

 

	Assuming the Sale of 75% of the Remaining Shares
Assumed offering price per share		$0.00035
Net tangible book value per share as of September 30, 2024 (unaudited)		$0. 00010
Decrease in net tangible book value per share after giving effect to this offering		$0.00030
Pro forma net tangible book value per share as of September 30, 2024 (unaudited)		$0.00040
Dilution in net tangible book value per share to purchasers of Offered Shares in this offering		$0.00000

 

	Assuming the Sale of 50% of the Remaining Shares
Assumed offering price per share		$.0.00035
Net tangible book value per share as of September 30, 2024 (unaudited)		$0.00010
Decrease in net tangible book value per share after giving effect to this offering		$0.00040
Pro forma net tangible book value per share as of September 30, 2024 (unaudited)		$0.00050
Dilution in net tangible book value per share to purchasers of Offered Shares in this offering		$0.00000

 

	Assuming the Sale of 25% of the Remaining Shares
Assumed offering price per share		$.0.00035
Net tangible book value per share as of September 30, 2024 (unaudited)		$0.00010
Decrease in net tangible book value per share after giving effect to this offering		$0.00050
Pro forma net tangible book value per share as of September 30, 2024 (unaudited)		$0.00060
Dilution in net tangible book value per share to purchasers of Offered Shares in this offering		$0.00000

  

 

 

USE OF PROCEEDS

 

As of the date of this Offering Circular, we have sold a total of 1,478,666,729 Offered Shares, for an aggregate of $696,310 in proceeds. We have applied such proceeds for marketing and advertising expenses, inventory and operating expenses.

 

The table below sets forth the estimated proceeds we would derive from this offering, assuming the sale of 25%, 50%, 75% and 100% of the Remaining Shares at a price of $0.00045 per Remaining Share and assuming the payment of no sales commissions or finder’s fees. There is, of course, no guaranty that we will be successful in selling any of the Remaining Shares in this offering.

 

		Assumed Percentage of Remaining Shares Sold in This Offering
			25%				50%				75%				100%
Remaining Shares sold			1,671,765,639				3,343,531,278				5,015,296,917				6,687,062,556
Gross proceeds		$	585,118			$	1,170,236			$	1,755,354			$	2,340,472
Offering expenses(1)			15,000				15,000				15,000				15,000
Net proceeds		$	570,118			$	1,155,236			$	1,740,354			$	2,325,472

__________________ 

(1)	Offering expenses include the following items, certain of which are estimated for purposes of this table: legal fees and Blue-Sky compliance.

 

The table below sets forth the estimated proceeds we would derive from this offering, assuming (1) the sale of 25%, 50%, 75% and 100% of the Offered Shares, (b) assuming an offering price of $0.00035, which represents the midpoint of the offering price range stated herein, and (c) assuming the payment of no sales commissions or finder's fees. There is, of course, no guaranty that we will be successful in selling any of the Offered Shares in this offering. All amounts set forth below are estimates.

 

		Use of Proceeds for Assumed Percentage of Remaining Shares Sold in This Offering
			25%				50%				75%				100%
Inventory		$	100,000			$	200,000			$	300,000			$	500,000
Marketing and Advertising			100,000				200,000				300,000				500,000
Trade Shows			25,000				50,000				50,000				50,000
Product Development			25,000				50,000				100,000				100,000
Office and Lab Expense			50,000				100,000				100,000				100,000
Payroll Expense (1)			50,000				100,000				100,000				200,000
Working Capital			220,118				455,236				800,354				875,472
Total Net Proceeds		$	570,118			$	1,155,236			$	1,740,354			$	2,325,472

 

(1)

We intend to apply up to $200,000 of proceeds in compensating our management, including our Chief Executive Officer, our Chief Product Developer and our Chief Marketing Officer. While we have entered into an employment agreement with our Chief Executive Officer, Lisa Nelson, we have not entered into an employment agreement with either of our other executive officers, Breanna Nelson and Matthew McGee. It is expected that we will enter into employment agreements with Ms. Nelson and Mr. McGee, in the near future, although none of the terms of such employment agreements has been determined.

 

We reserve the right to change the foregoing use of proceeds, should our management believe it to be in the best interest of our company. The allocations of the proceeds of this offering presented above constitute the current estimates of our management and are based on our current plans, assumptions made with respect to the CBD industry, general economic conditions and our future revenue and expenditure estimates.

 

Investors are cautioned that expenditures may vary substantially from the estimates presented above. Investors must rely on the judgment of our management, who will have broad discretion regarding the application of the proceeds of this offering. The amounts and timing of our actual expenditures will depend upon numerous factors, including market conditions, cash generated by our operations (if any), business developments and the rate of our growth. We may find it necessary or advisable to use portions of the proceeds of this offering for other purposes.

 

In the event we do not obtain the entire offering amount hereunder, we may attempt to obtain additional funds through private offerings of our securities or by borrowing funds. Currently, we do not have any committed sources of financing.

 

 

 

 

PLAN OF DISTRIBUTION

 

In General

 

Our company is offering a maximum of 8,500,000,000 Offered Shares, including the 6,787,062,556 Remaining Shares, on a best-efforts basis. The Remaining Shares are being offered at a fixed price of $___[0.0001-0.0006] per Remaining Share; any funds derived from this offering will be immediately available to us for our use. There will be no refunds.

 

Further, our Board of Directors has determined that, in our company’s sole discretion, we may issue Remaining Shares in this offering for non-cash consideration, including, without limitation, promissory notes, services and/or other consideration without notice to subscribers in this offering; provided, however, that any Remaining Shares issued in this manner shall be issued at the fixed price $___[0.0001-0.0006] per Remaining Share.

 

This offering will terminate at the earliest of (a) the date on which the maximum offering has been sold, (b) the date which is one year from this offering being qualified by the SEC or (c) the date on which this offering is earlier terminated by us, in our sole discretion.

 

There is no minimum number of Offered Shares that we are required to sell in this offering. All funds derived by us from this offering will be immediately available for use by us, in accordance with the uses set forth in the Use of Proceeds section of this Offering Circular. No funds will be placed in an escrow account during the offering period and no funds will be returned, once an investor’s subscription agreement has been accepted by us.

 

We intend to sell the Offered Shares in this offering through the efforts of our Chief Executive Officer, Lisa Nelson. Mrs. Nelson will not receive any compensation for offering or selling the Offered Shares. We believe that Mrs. Nelson is exempt from registration as a broker-dealer under the provisions of Rule 3a4-1 promulgated under the Securities Exchange Act of 1934 (the Exchange Act). In particular, Mrs. Nelson:

 

	·	is not subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Securities Act; and
	·	is not to be compensated in connection with his participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities; and
	·	is not an associated person of a broker or dealer; and
	·	meets the conditions of the following:
	·	primarily performs, and will perform at the end of this offering, substantial duties for us or on our behalf otherwise than in connection with transactions in securities; and
	·	was not a broker or dealer, or an associated person of a broker or dealer, within the preceding 12 months; and
	·	did not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on paragraphs (a)(4)(i) or (iii) of Rule 3a4-1 under the Exchange Act.

 

As of the date of this Offering Circular, we have not entered into any agreements with selling agents for the sale of the Offered Shares. However, we reserve the right to engage FINRA-member broker-dealers. In the event we engage FINRA-member broker-dealers, we expect to pay sales commissions of up to 8.0% of the gross offering proceeds from their sales of the Offered Shares. In connection with our appointment of a selling broker-dealer, we intend to enter into a standard selling agent agreement with the broker-dealer pursuant to which the broker-dealer would act as our non-exclusive sales agent in consideration of our payment of commissions of up to 8.0% on the sale of Offered Shares effected by the broker-dealer.

 

Procedures for Subscribing

 

If you are interested in subscribing for Offered Shares in this offering, please submit a request for information by e-mail to Mrs. Nelson at: lisalbcbioscience@gmail.com; all relevant information will be delivered to you by return e-mail.

 

Thereafter, should you decide to subscribe for Offered Shares, you are required to follow the procedures described therein, which are:

 

	·	Electronically execute and deliver to us a subscription agreement; and
	·	Deliver funds directly by check or by wire or electronic funds transfer via ACH to our specified bank account.

 

 

 

 

Right to Reject Subscriptions. After we receive your complete, executed subscription agreement and the funds required under the subscription agreement have been transferred to us, we have the right to review and accept or reject your subscription in whole or in part, for any reason or for no reason. We will return all monies from rejected subscriptions immediately to you, without interest or deduction.

 

Acceptance of Subscriptions. Upon our acceptance of a subscription agreement, we will countersign the subscription agreement and issue the Offered Shares subscribed. Once you submit the subscription agreement and it is accepted, you may not revoke or change your subscription or request your subscription funds. All accepted subscription agreements are irrevocable.

 

This Offering Circular will be furnished to prospective investors upon their request via electronic PDF format and will be available for viewing and download 24 hours per day, 7 days per week on our company’s page on the SEC’s website: www.sec.gov.

 

An investor will become a shareholder of our company and the Offered Shares will be issued, as of the date of settlement. Settlement will not occur until an investor’s funds have cleared and we accept the investor as a shareholder.

 

By executing the subscription agreement and paying the total purchase price for the Offered Shares subscribed, each investor agrees to accept the terms of the subscription agreement and attests that the investor meets certain minimum financial standards. (See “State Qualification and Investor Suitability Standards” below).

 

An approved trustee must process and forward to us subscriptions made through IRAs, Keogh plans and 401(k) plans. In the case of investments through IRAs, Keogh plans and 401(k) plans, we will send the confirmation and notice of our acceptance to the trustee.

 

Minimum Purchase Requirements

 

You must initially purchase at least $5,000 of the Offered Shares in this offering. If you have satisfied the minimum purchase requirement, any additional purchase must be in an amount of at least $1,000.

 

State Law Exemption and Offerings to Qualified Purchasers

 

State Law Exemption. This Offering Circular does not constitute an offer to sell or the solicitation of an offer to purchase any Offered Shares in any jurisdiction in which, or to any person to whom, it would be unlawful to do so. An investment in the Offered Shares involves substantial risks and possible loss by investors of their entire investments. (See “Risk Factors”).

 

The Offered Shares have not been qualified under the securities laws of any state or jurisdiction. Currently, we plan to sell the Offered Shares in Colorado, Connecticut, Delaware, Georgia, Nevada, Puerto Rico and New York. However, we may, at a later date, decide to sell Offered Shares in other states. In the case of each state in which we sell the Offered Shares, we will qualify the Offered Shares for sale with the applicable state securities regulatory body or we will sell the Offered Shares pursuant to an exemption from registration found in the applicable state’s securities, or Blue Sky, law.

 

Certain of our offerees may be broker-dealers registered with the SEC under the Exchange Act, who may be interested in reselling the Offered Shares to others. Any such broker-dealer will be required to comply with the rules and regulations of the SEC and FINRA relating to underwriters.

 

Investor Suitability Standards. The Offered Shares may only be purchased by investors residing in a state in which this Offering Circular is duly qualified who have either (a) a minimum annual gross income of $70,000 and a minimum net worth of $70,000, exclusive of automobile, home and home furnishings, or (b) a minimum net worth of $250,000, exclusive of automobile, home and home furnishings.

 

 

 

 

Issuance of the Offered Shares

 

Upon settlement, that is, at such time as an investor’s funds have cleared and we have accepted an investor’s subscription agreement, we will either issue such investor’s purchased Offered Shares in book-entry form or issue a certificate or certificates representing such investor’s purchased Offered Shares.

 

Transferability of the Offered Shares

 

The Offered Shares will be freely transferable, upon their respective issuances.

 

Advertising, Sales and Other Promotional Materials

 

In addition to this Offering Circular, subject to limitations imposed by applicable securities laws, we expect to use additional advertising, sales and other promotional materials in connection with this offering. These materials may include information relating to this offering, articles and publications concerning industries relevant to our business operations or public advertisements and audio-visual materials, in each case only as authorized by us. In addition, the sales material may contain certain quotes from various publications without obtaining the consent of the author or the publication for use of the quoted material in the sales material. Although these materials will not contain information in conflict with the information provided by this Offering Circular and will be prepared with a view to presenting a balanced discussion of risk and reward with respect to the Offered Shares, these materials will not give a complete understanding of our company, this offering or the Offered Shares and are not to be considered part of this Offering Circular. This offering is made only by means of this Offering Circular and prospective investors must read and rely on the information provided in this Offering Circular in connection with their decision to invest in the Offered Shares.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DESCRIPTION OF SECURITIES

 

General

 

Our authorized capital stock consists of (a) 10,000,000,000 shares of common stock, $.0001 par value per share; and (b) 100,000,000 shares of Preferred Stock, $.0001 par value per share, 66,081,530 shares of which have been designated Series A Non-Convertible Preferred Stock.

 

As of the date of this Offering Circular, there were 3,263,971,942 shares of our common stock issued and outstanding held by 91 holders of record; and 66,081,530 shares of Series A Non-Convertible Preferred Stock issued and outstanding held by two holders of record.

 

Common Stock

 

This Offering Circular reflects a 1-for-300 reverse split (the Reverse Split) of our company’s common stock that became effective April 22, 2024 (historical share numbers herein have been restated to reflect the Reverse Split).

 

General. The holders of our common stock currently have (a) equal ratable rights to dividends from funds legally available therefore, when, as and if declared by our Board of Directors; (b) are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of the affairs of our company; (c) do not have preemptive, subscriptive or conversion rights and there are no redemption or sinking fund provisions or rights applicable thereto; and (d) are entitled to one non-cumulative vote per share on all matters on which shareholders may vote. Our Bylaws provide that, at all meetings of the shareholders for the election of directors, a plurality of the votes cast shall be sufficient to elect. On all other matters, except as otherwise required by Nevada law or our Articles of Incorporation, as amended, a majority of the votes cast at a meeting of the shareholders shall be necessary to authorize any corporate action to be taken by vote of the shareholders.

 

Non-cumulative Voting. Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, the holders of the remaining shares will not be able to elect any of our directors.

 

Further, all of the outstanding shares of Series A Non-Convertible Preferred Stock are owned by our Chief Executive Officer, Lisa Nelson. Mrs. Nelson, thus, controls all corporate matters of our company. (See “Security Ownership of Certain Beneficial Owners and Management” and “Certain Relationships and Related Transactions”).

 

Pre-emptive Rights. As of the date of this Offering Circular, no holder of any shares of our capital stock has pre-emptive or preferential rights to acquire or subscribe for any unissued shares of any class of our capital stock not otherwise disclosed herein.

 

Series A Non-Convertible Preferred Stock

 

Voting. The Series A Non-Convertible Preferred Stock has the following voting rights: the shares of Series A Non-Convertible Preferred Stock shall vote together with the shares of our common stock and other voting securities as a single class and shall represent 80% of all votes entitled to be voted at any annual or special meeting of our shareholders. Our Chief Executive Officer, Lisa Nelson, as the owner of all of the outstanding shares of the Series A Non-Convertible Preferred Stock, will, therefore, be able to control the management and affairs of our company, as well as matters requiring the approval by our shareholders, including the election of directors, any merger, consolidation or sale of all or substantially all of our assets, and any other significant corporate transaction. (See “Risk Factors—Risks Related to a Purchase of the Offered Shares,” “Security Ownership of Certain Beneficial Owners and Management” and “Certain Relationships and Related Transactions”).

 

 

 

 

Dividends. The Series A Non-Convertible Preferred Stock is not entitled to receive any dividends.

 

Liquidation Preference. The holders of shares of the Series A Non-Convertible Preferred Stock then outstanding shall be entitled to be paid, out of the assets of our company available for distribution to our shareholders, whether from capital, scruples or earnings, an amount equal to one dollar ($1.00) per share.

 

Conversion. The shares of Series A Non-Convertible Preferred Stock possess no rights of conversion.

 

Dividend Policy

 

We have never declared or paid any dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

 

Shareholder Meetings

 

Our bylaws provide that special meetings of shareholders may be called only by our Board of Directors, the chairman of the board, or our president, or as otherwise provided under Nevada law.

 

Transfer Agent

 

We have retained the services of Legacy Stock Transfer, Inc., 14673 Midway Road, Suite 220, Addison, Texas 75001, as the transfer agent for our common stock. Legacy Stock Transfer’s website is located at: www.legacystocktransfer.com No information found on Legacy Stock Transfer’s website is part of this Offering Circular.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BUSINESS

 

History and Overview

 

Our company was incorporated in the State of Nevada on December 31, 2003, as Platinum Consulting Services, Inc. On July 3, 2006, our corporate name changed to Autobidlive Auctions International Inc.; on December 26, 2006, our corporate name changed to Auctions International Inc.; on March 26, 2013, our corporate name changed to Rangemore Film Productions Corp.; on December 19, 2013, our corporate name changed to Cre8tive Works, Inc.; on August 31, 2017, our corporate name changed to Optium Cyber Systems, Inc.

 

In January 2019, we acquired LBC Bioscience Inc. (“LBC”), the developer and marketer of CBD-based organic products. In conjunction with the LBC acquisition, we changed our corporate name to CBD Life Sciences Inc.

 

Our principal executive office is located at 10953 N. Frank Lloyd Wright Boulevard, Suite 108, Scottsdale, Arizona 85259. Our telephone number is (480) 410-6780 and our website address is www.lbcbioscience.com. No information found on our company’s website is part of this Offering Circular.

 

Our Business

 

We are engaged primarily in the cannabidiol (CBD) market. We develop and manufacture our own CBD products and our primary focus is on continuing to develop and market organic products, as well as acting as a retailer of products of other suppliers and manufacturers. (See “Our Products” below).

 

Recent Events

 

New Products. Since the beginning of the fourth quarter of 2024, we have introduced several new products, including mushroom powder capsules, a mushroom supplement drink, a mushroom smoothie bar, Delta-8 gummies and, for sale in the equine market, a topical horse paste. All of these products are available through each of our sales platforms.

 

Groupon.com^®. In February 2025, we announced that our premium CBD products would be available on Groupon.com, a large, consumer-centric e-commerce platform that offers “deals” on local services, goods, travel, and activities. This arrangement with Group.on is part of our management’s strategy of increasing the number of sales platform through which our products are available to consumers.

 

Doordash^®. In January 2023, we announced that we are in the final stage of gaining approval for consumer deliveries of our CBD products by Doordash, a delivery service that connects customers with local restaurants, convenience stores and other retailers. We believe that approval from Doordash will be achieved. Our seeking this arrangement with Doordash is part of our management’s strategy of increasing the number of sales platform through which our products are available to consumers.

 

Walmart Marketplace^®. In January 2025, we announced that our mushroom gummies, featuring a Lion's Mane mushroom blend, have officially been approved for sale and are now available on Walmart Marketplace. Walmart Marketplace is an online marketplace where third-party sellers can sell their products alongside Walmart’s own products. This arrangement with Walmart Marketplace is part of our management’s strategy of increasing the number of sales platform through which our products are available to consumers.

 

Cannabis License. In December 2024, we announced our intent to acquire a cannabis grower license in the State of Nevada. However, since this announcement, we have abandoned these efforts.

 

 

 

 

Liquor and Wine Application. In November 2024, we announced that we had applied for a liquor and wine retail license in the State of Arizona, to facilitate our plans to offer CBD-infused wine and other similar products. While we continue to pursue such license, there is no assurance that we will be successful, in this regard.

 

MOU with U.S. Armed Forces. In October 2024, we announced the signing of memorandum of understanding (MOU) with a division of the United States Armed Forces relating to the potential sale of our products. However, since this announcement, we have abandoned these efforts.

 

RangeMe^®. In October 2024, we announced that our CBD products would be available through the B2B (business-to-business) platform, RangeMe, which provides access to over 200,000 retail buyers. It is our expectation that our presence on the RangeMe platform will result in a greater ability to attract potential retail customers. However, there is no assurance that such will be the case.

 

MOU with New York Dispensary. In August 2024, we announced the signing of a memorandum of understanding (MOU) relating to the potential acquisition of a 45% ownership interest in a New York licensed cannabis dispensary. This effort has been abandoned.

 

Share Buyback. In December 2024, we announced a share buyback initiative for up to 3.5 billion shares of our common stock that our Board of Directors had approved, believing that such initiative would serve to earnings per share, attract new investors and signal market confidence. However, our Board of Directors has determined that only funds derived from operations are to be used for any share buyback transactions, if any; that is, no funds derived from this offering will be used for any share buyback transactions. As of the date of this Offering Circular, no share buyback transactions have been effected by us. There is, of course, no assurance that we will ever be able to effect any share buyback transactions or, if effected, that such share buyback initiative will have any of the intended results.

 

Our Products

 

We recently rebranded our proprietary products to “The CBD Vault” brand name, which aligns with our Scottsdale, Arizona, retail location that does business as “The CBD Vault.”

 

The CBD in our products is derived from industrial hemp. CBD hemp oil is extracted from the cannabis varieties that are naturally abundant in CBD and low in THC (the principal psychoactive constituent (or cannabinoid) of cannabis). Each of our providers of CBD have represented that they employ an extraction process designed to yield highly concentrated CBD oil that also contains other potentially nutritious materials, such as omega-3 fatty acids, terpenes (a class of organic compounds which when modified are used in a variety of medicines and alternative medicines such as aromatherapy), vitamins, chlorophyll and amino acids. Further, our products are parasite-free. We do not make any claims not covered by actual research. However, users rely on statements made on social media by many users of similar products. We have no association with any of the individuals posting about these types of products on social media, nor are we able to exercise any control over them and the content of their posts, statements, or other claims.

 

Our primary focus is on developing organic products, such as CBD hemp oil herbal drops, CBD pet treats, CBD pet drops and CBD hemp rub. Each of these products contains numerous ingredients. For example, the Pet Hemp CBD Treats is made up of Apple Cider Vinegar, Rice Bran, Cane Molasses, Rice Flour, Water, Tapioca Starch, Cheese Flavor, Lecithin, Safflower Oil, Glycerin, Passion Flower, Valerian Root, Ginger Root, Ascorbic Acid, Sorbic Acid, Calcium Propionate, CBD Hemp Oil, and Vitamin E. The Hemp CBD Pet Drops contain Rich Hemp Oil, Glucosamine, Chondroitin, MSM, Hyaluronic Acid, Aloe Vera Gel, Fructose, Natural Flavor, and Organic Glycerin.

 

 

 

 

Currently, at our retail location and on our website, we offer the following products:

 

	Products Produced In-House		White Label Products		Third-Party Products
	CBD Bath Bombs CBD Bath Fizz CBD Pain Relief Cream CBD Salve CBD Massage Oil Full-Spectrum CBD Drops Nano CBD Drops Delta 8 Vape Cartridges Full-Spectrum CBD Vape Cartridges CBD Pet Oils   Approximately 40% of Sales		Full-Spectrum CBD Gummies Delta 8 Gummies Delta 10 Gummies Delta 8 Prerolls CBD Prerolls Delta 8 Flower CBD Flower CBD Roll-On Gel CBD Dog Treats CBD Cat Treats   Approximately 30% of Sales		Jeannie in a Bottle Pain Relief Spray ACV for Health ACV+CBD Gummies Alpilean Weight Loss Supplement Blue Magic Kratom Capsules Emerald Sun Farms Hemp Extract Empower Bodycare CBD Products Mitra Kratom Seltzer Mitra Kratom+Kava Shots Mitra Kava Seltzer Raw Rolling Papers   Approximately 30% of Sales

 

As part of our business strategy, we constantly seek opportunities to add white-label products and third-party products to our product mix.

 

 

Retail Location   We currently operate “The CBD Vault,” a retail location located at 10953 N. Frank Lloyd Wright Boulevard, Suite 108, Scottsdale, Arizona 85259, where we sell all of our products. In addition to operating The CBD Vault retail business, the facility also contains a small laboratory in which we conduct research and development activities, in our efforts to product new and exciting products for our customers. Finally, the facility contains a production and fulfillment area, where our products that are made by our company are produced and packaged. Also in this area, we fulfill orders received through our online store.   The CBD Vault leased premises contains approximately 1,360 square feet, under a five-year lease that expires in March 2026, with a three-year renewal term at the option of our company. Monthly rent is currently $1,860.

 

 

 

 

Suppliers and Raw Materials

 

Our suppliers have represented to us that their manufacturing facilities follow FDA required guidelines and regulations stated in FDA 21 CFR PART 111 and are NSF GMP certified and registered with the FDA accordingly.

 

Our white label products and our third-party products are made by independent vendors. All raw materials and white label and third-party products purchased by us are tested by their respective manufacturers to provide quality assurance and ensure no presence of THC. The vendors package and label the items being delivered to us.

 

In-House Products. We obtain the raw materials needed to produce our in-house products from a wide-range of suppliers. None of the ingredients used in the production of our products is scarce and we have not experienced, nor do we expect to experience, difficulties in obtaining any of such ingredients. Likewise, we have not experienced, nor do we expect to experience, difficulties in obtaining supplies needed to package and ship our products. We have not entered into any standing agreements with any supplier. Rather, we order needed supplies on an ad hoc basis.

 

With respect to our CBD products, we do not engage in the CBD extraction process. Rather, we purchase CBD needed to produce our in-house products.

 

White Label Products. We obtain our white label products directly from their respective manufacturers. We have not experienced, nor do we expect to experience, difficulties in obtaining any of our white label products from their respective manufacturers. Further, we have not entered into any standing agreements with any supplier of our white label products. Rather, we order our white label products on an ad hoc basis.

 

Third-Party Products. We obtain our third-party products directly from the manufacturers or from their authorized distributors. We have not experienced, nor do we expect to experience, difficulties in obtaining any of our third-party products from their respective manufacturers and/or authorized distributors. Further, we have not entered into any standing agreements with any manufacturer or any authorized distributor of our third-party products. Rather, we order our third-party products on an ad hoc basis.

 

Quality of Raw Materials. The CBD in our products is derived from industrial hemp. CBD hemp oil is extracted from the cannabis varieties that are naturally abundant in CBD and low in THC (the principal psychoactive constituent (or cannabinoid) of cannabis). Each of our providers of CBD have represented that they employ an extraction process designed to yield highly concentrated CBD oil that also contains other potentially nutritious materials, such as omega-3 fatty acids, terpenes (a class of organic compounds which when modified are used in a variety of medicines and alternative medicines such as aromatherapy), vitamins, chlorophyl and amino acids. Further, Our products are parasite-free.

 

Marketing

 

The target market for our products is individuals who hear or read about the CBD market principally through social media. This is a demand for the type of product that we sell that has been created and is in place. We make no claims about the products in terms of what benefits they might or might not provide. Users of the products get their information from social media or other similar sources. We do not make any claims about any product other than indicating each product’s components. Our initial sales have been done at trade shows or by word of mouth with contacts of our officers as well as a few made by telephone call-in orders. Sales have been made on a cash basis. Customers use CBD products for a variety of reasons. They hear about them from friends and read about them on social media and other Internet sites.

 

We currently sell products at our store front, online via website, kiosks and tradeshows. We also have entered into an arrangement where some of our products are available through Amazon. We continue to try to cultivate relationships with retailers and other distribution channels to offer our products to as many customers as possible through as many distribution channels as available. Additionally, we are working to increase our sales using sales distributors and supplement. We cannot predict the likelihood of success in using these techniques.

 

 

 

 

We routinely review all of our marketing and other materials to ensure that they are clear that no claims of any medical or health benefit are made by us or anyone representing us with regard to any of our offered products.

 

We do not make any statements that are not supported by published scientific research, and we do not use the term “dietary supplement” which describes a broad and diverse category of products that a person can eat or drink to support good health and supplement the diet. Our determination in this regard was made in light of FDA-issued letters to some makers of CBD products warning about the use of the term “dietary supplement.” None of our offered products is pre-approved by the FDA or any other regulatory agency.

 

Competition

 

The CBD industry is relatively new and growing. Its members include Canna Vest Corp., Cannabis Science, Vape Holding, Hemp Life Today, Cannabiol, Alternate Vape CBD, Tasty Hemp Oil and Cibaderm. Many of these companies have greater resources and market recognition than we do. There is also a possibility of a larger company trying to acquire many of the smaller companies in the industry, especially if regulatory uncertainties become less. We plan on competing using specific products that we believe meet customer demands and sell them at prices that are very reasonable in relation to other products in the marketplace. We cannot predict the likelihood of succeeding in these efforts, however.

 

Regulatory Environment

 

Until 2014, when 7 U.S. Code §5940 became federal law as part of the Agricultural Act of 2014 (the “2014 Farm Act”), products containing oils derived from hemp, notwithstanding a minimal or non-existing THC content, were classified as Schedule I illegal drugs. The 2014 Farm Act expired on September 30, 2018, and was thereafter replaced by the Agricultural Improvement Act of 2018 on December 20, 2018 (the “2018 Farm Act “), which amended various sections of the U.S. Code, thereby removing hemp, defined as cannabis with less than 0.3% of THC, from Schedule 1 status under the Controlled Substances Act (“CSA”), and legalizing the cultivation and sale of hemp at the federal level, subject to compliance with certain federal requirements and state law, amongst other things. THC is the psychoactive component of plants in the cannabis family generally identified as marihuana or marijuana.

 

The 2018 Farm Bill also shifted regulatory authority from the Drug Enforcement Administration to the Department of Agriculture. The 2018 Farm Bill did not change the United States Food and Drug Administration’s (“FDA”) oversight authority over CBD products. The 2018 Farm Act delegated the authority to the states to regulate and limit the production of hemp and hemp derived products within their territories. Although many states have adopted laws and regulations that allow for the production and sale of hemp and hemp derived products under certain circumstances, no assurance can be given that such state laws may not be repealed or amended such that our intended products containing hemp-derived CBD would once again be deemed illegal under the laws of one or more states now permitting such products, which in turn would render such intended products illegal in those states under federal law even if the federal law is unchanged.

 

Additionally, the FDA has indicated its view that certain types of products containing CBD may not be permissible under the United States Federal Food, Drug and Cosmetic Act (“FDCA”). The FDA’s position is related to its approval of Epidiolex, a marijuana-derived prescription medicine to be available in the United States. The active ingredient in Epidiolex is CBD. On December 20, 2018, after the passage of the 2018 Farm Bill, FDA Commissioner Scott Gottlieb issued a statement in which he reiterated the FDA’s position that, among other things, the FDA requires a cannabis product (hemp-derived or otherwise) that is marketed with a claim of therapeutic benefit, or with any other disease claim, to be approved by the FDA for its intended use before it may be introduced into interstate commerce and that the FDCA prohibits introducing into interstate commerce food products containing added CBD, and marketing products containing CBD as a dietary supplement, regardless of whether the substances are hemp-derived. Although we believe our existing and planned CBD product offerings comply with applicable federal and state laws and regulations, legal proceedings alleging violations of such laws could have a material adverse effect on our business, financial condition and results of operations.

 

 

 

 

Seasonality

 

We do not experience any seasonality in our business.

 

Intellectual Property

 

We may rely on a combination of patent, trademark, copyright, and trade secret laws in the United States as well as confidentiality procedures and contractual provisions to protect our proprietary technology, databases, and our brand.

 

We have a policy of requiring key employees and consultants to execute confidentiality agreements upon the commencement of an employment or consulting relationship with us. Our employee agreements also require relevant employees to assign to us all rights to any inventions made or conceived during their employment with us. In addition, we have a policy of requiring individuals and entities with which we discuss potential business relationships to sign non-disclosure agreements. Our agreements with clients include confidentiality and non-disclosure provisions.

 

Legal Proceedings

 

We may from time to time be involved in various claims and legal proceedings of a nature we believe are normal and incidental to our business. These matters may include product liability, intellectual property, employment, personal injury cause by our employees, and other general claims. We are not presently a party to any legal proceedings that, in the opinion of our management, are likely to have a material adverse effect on our business. Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

 

Property

 

Our principal executive offices are co-located with our retail location where we also distribute our products at the CBD Vault located at 10953 N. Frank Lloyd Wright Blvd., Unit 108, Scottsdale, Arizona 85259, in a leased space with a monthly rental of $4,600.

 

Employees

 

We have five employees (three full-time and two part-time), including our CEO, Lisa Nelson. Mrs. Nelson is required under her employment agreement to devote not less than 30 hours per week on our company’s business. Brianna Nelson, the adult daughter of Lisa Nelson and our Chief Product Developer, devotes 20 hours per week on our company’s business and Matthew McGee, our Chief Marketing Officer, devotes 20 hours per week on our company’s business.

 

We believe that we have been successful in attracting experienced and capable personnel. Our employees have entered into an agreement with us requiring each not to compete or disclose our proprietary information. Our employees are not represented by any labor union. We believe that relations with our employees are excellent.

 

 

 

 

 

 

 

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Cautionary Statement

 

The following discussion and analysis should be read in conjunction with our unaudited financial statements and related notes, beginning on page F-1 of this Offering Circular.

 

Our actual results may differ materially from those anticipated in the following discussion, as a result of a variety of risks and uncertainties, including those described under Cautionary Statement Regarding Forward-Looking Statements and Risk Factors. We assume no obligation to update any of the forward-looking statements included herein.

 

Recent Events

 

New Products. Since the beginning of the fourth quarter of 2024, we have introduced several new products, including mushroom powder capsules, a mushroom supplement drink, a mushroom smoothie bar, Delta-8 gummies and, for sale in the equine market, a topical horse paste. All of these products are available through each of our sales platforms.

 

Groupon.com^®. In February 2025, we announced that our premium CBD products would be available on Groupon.com, a large, consumer-centric e-commerce platform that offers “deals” on local services, goods, travel, and activities. This arrangement with Group.on is part of our management’s strategy of increasing the number of sales platform through which our products are available to consumers.

 

Doordash^®. In January 2023, we announced that we are in the final stage of gaining approval for consumer deliveries of our CBD products by Doordash, a delivery service that connects customers with local restaurants, convenience stores and other retailers. We believe that approval from Doordash will be achieved. Our seeking this arrangement with Doordash is part of our management’s strategy of increasing the number of sales platform through which our products are available to consumers.

 

Walmart Marketplace^®. In January 2025, we announced that our mushroom gummies, featuring a Lion's Mane mushroom blend, have officially been approved for sale and are now available on Walmart Marketplace. Walmart Marketplace is an online marketplace where third-party sellers can sell their products alongside Walmart’s own products. This arrangement with Walmart Marketplace is part of our management’s strategy of increasing the number of sales platform through which our products are available to consumers.

 

Cannabis License. In December 2024, we announced our intent to acquire a cannabis grower license in the State of Nevada. However, since this announcement, we have abandoned these efforts.

 

Liquor and Wine Application. In November 2024, we announced that we had applied for a liquor and wine retail license in the State of Arizona, to facilitate our plans to offer CBD-infused wine and other similar products. While we continue to pursue such license, there is no assurance that we will be successful, in this regard.

 

MOU with U.S. Armed Forces. In October 2024, we announced the signing of memorandum of understanding (MOU) with a division of the United States Armed Forces relating to the potential sale of our products. However, since this announcement, we have abandoned these efforts.

 

 

 

 

RangeMe^®. In October 2024, we announced that our CBD products would be available through the B2B (business-to-business) platform, RangeMe, which provides access to over 200,000 retail buyers. It is our expectation that our presence on the RangeMe platform will result in a greater ability to attract potential retail customers. However, there is no assurance that such will be the case.

 

MOU with New York Dispensary. In August 2024, we announced the signing of a memorandum of understanding (MOU) relating to the potential acquisition of a 45% ownership interest in a New York licensed cannabis dispensary. This effort has been abandoned.

 

Share Buyback. In December 2024, we announced a share buyback initiative for up to 3.5 billion shares of our common stock that our Board of Directors had approved, believing that such initiative would serve to earnings per share, attract new investors and signal market confidence. However, our Board of Directors has determined that only funds derived from operations are to be used for any share buyback transactions, if any; that is, no funds derived from this offering will be used for any share buyback transactions. As of the date of this Offering Circular, no share buyback transactions have been effected by us. There is, of course, no assurance that we will ever be able to effect any share buyback transactions or, if effected, that such share buyback initiative will have any of the intended results.

 

Results of Operations

 

Nine Months Ended September 30, 2024 (“Interim 2024”) and 2023 (“Interim 2023”). During Interim 2024, our business operations generated $97,302 (unaudited) in revenues from sales of our products with a cost of sales of $56,226 (unaudited), resulting in a gross profit of $41,075 (unaudited).

 

During Interim 2024, we incurred operating expenses of $456,622 (unaudited), which were comprised entirely of general and administrative expenses, resulting in a net loss of $456,622 (unaudited).

 

During Interim 2023, our business operations generated $125,360 (unaudited) in revenues from sales of our products with a cost of sales of $62,691 (unaudited), resulting in a gross profit of $62,669 (unaudited).

 

During Interim 2023, we incurred operating expenses of $141,970 (unaudited), which were comprised entirely of general and administrative expenses, resulting in a net loss of $141,970 (unaudited).

 

Years Ended December 31, 2023 (“Fiscal 2023”) and 2022 (“Fiscal 2022”). During Fiscal 2023, our business operations generated $167,147 (unaudited) in revenues from sales of our products with a cost of sales of $86,916 (unaudited), resulting in a gross profit of $80,231 (unaudited).

 

During Fiscal 2022, our business operations generated $160,241 (unaudited) in revenues from sales of our products with a cost of sales of $73,711 (unaudited), resulting in a gross profit of $86,530 (unaudited).

 

During Fiscal 2023, we incurred operating expenses of $158,805 (unaudited), which were comprised of sales and marketing expenses of $11,342 (unaudited), salaries, including officer compensation, of $55,276 (unaudited), other expenses of $61,991 (unaudited) and general and administrative expenses of $30,196 (unaudited), resulting in a net loss of $78,574 (unaudited).

 

During Fiscal 2022, we incurred operating expenses of $946,334 (unaudited), which were comprised of sales and marketing expenses of $351,158 (unaudited), professional fees of $13,359 (unaudited), salaries, including officer compensation, of $433,234 (unaudited), other expenses of $115,912 (unaudited) and general and administrative expenses of $32,671 (unaudited), resulting in a net loss of $859,804 (unaudited).

 

 

 

 

Plan of Operation for the Next Twelve Months

 

In General. We believe that the proceeds of this offering will satisfy its cash requirements for the next twelve months. However, to continue expanding operations and opening new facilities and retail locations, we may need to raise additional funds in the next twelve months if our growth cannot be sustained by the revenue generated from increased sales.

 

Over the past twelve months, we have introduced new products to the market such as CBD infused gum balls, straws and bath bombs. In addition to new products, we are increasing our marketing efforts to retail smoke shops and determining locations for the placement of vending machines containing our products.

 

To accommodate our desired growth in retail locations and product development, we may need to hire additional staff, employees, and other contractors as demand increases.

 

Cost of revenue. We anticipate that the cost of revenue will consist primarily of expenses associated with the delivery and distribution of our services and products. These include expenses related to purchasing equipment, colocation, marketing, providing products and services and salaries and benefits for employees on our operations teams.

 

Research and Development. We are engaged in substantial research and development expenses. These will consist primarily of salaries, and benefits for employees who are responsible for building new products as well as improving existing products. We will expense all of our research and development costs as they are incurred.

 

Marketing and Sales. To grow our product reach and consumer base, we anticipate that we will need to make substantial marketing and sales expenses which will consist primarily of salaries, and benefits for our employees engaged in sales, sales support, marketing, business development, operations, and customer service functions. Our marketing and sales expenses also include marketing and promotional expenditures.

 

General and Administrative. The majority of our general and administrative expenses will consist of salaries, benefits, and share-based compensation for certain of our executives as well as our legal, finance, human resources, corporate communications and policy employees, and other administrative employees. In addition, general and administrative expenses include professional and legal services. We expect to incur substantial expenses in marketing this offering, in marketing our new products, and increasing our retail locations and the availability of our products.

 

Financial Condition, Liquidity and Capital Resources

 

September 30, 2024. At September 30, 2024, our company had a negative cash position of $(7,824) (unaudited) and had working capital of $197,288 (unaudited), compared to $2,516 (unaudited) in cash and a working capital deficit of $177,383, at December 31, 2023.

 

Our company’s current cash position of approximately $100,000 is adequate for our company to maintain its present level of operations through the remainder of 2024. We must obtain additional capital from third parties, including in this offering, to implement our full business plan. There is no assurance that we will be successful in obtaining such additional capital.

 

December 31, 2023. At December 31, 2023, our company had $2,516 (unaudited) in cash and had a working capital deficit of $177,383 (unaudited), compared to cash of $558 (unaudited) and a working capital deficit of 160,656, at December 31, 2022.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements.

 

 

 

 

Quantitative and Qualitative Disclosures about Market Risk

 

In the ordinary course of our business, we are not exposed to market risk of the sort that may arise from changes in interest rates or foreign currency exchange rates, or that may otherwise arise from transactions in derivatives.

 

The preparation of financial statements in conformity with GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Some of our significant estimates and assumptions include the fair value of our common stock, stock-based compensation, the recoverability and useful lives of long-lived assets, and the valuation allowance relating to our deferred tax assets.

 

Contingencies

 

Certain conditions may exist as of the date the financial statements are issued, which may result in losses to us, but are of the nature such that they will only be resolved when one or more future events occur or fails to occur. Our management, in consultation with our legal counsel as appropriate, assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against us or unasserted claims that may result in such proceedings, we, in consultation with legal counsel, evaluate the perceived merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in our financial statements. If the assessment indicates a potentially material loss contingency is not probable, but is reasonably possible, or is probable, but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.

 

 

 

 

 

 

 

 

 

 

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

 

Directors and Executive Officers

 

The following table sets forth certain information concerning our company’s executive management.

 

Name		Age		Positions		Time Devoted to Company Business
Lisa Nelson		57		Chief Executive Officer, President, Chief Financial Officer, Secretary, Treasurer and Director		Not Less Than 30 Hour Per Week(1)
Brianna Nelson		27		Chief Product Developer and Director		20 Hours Per Week
Matthew McGee		25		Chief Marketing Officer		20 Hours Per Week

(1) Mrs. Nelson is required to devote not less than 30 hours per week to the business of our company, pursuant to the terms of her employment agreement.

 

Our directors serve until a successor is elected and qualified. Our officers are elected by the Board of Directors to a term of one (1) year and serves until their successor(s) is duly elected and qualified, or until they are removed from office. Brianna Nelson is the daughter of Lisa Nelson. There exist no other family relationships among our officers and directors.

 

Certain information regarding the backgrounds of each of our officers and directors is set forth below.

 

Lisa Nelson, CEO, President, Chief Financial Officer and Director. Lisa Nelson is a community-minded entrepreneur with over 25 years of executive management and ownership experience. Mrs. Nelson also has operations and national sales experience in a wide range of industries including hospitality, healthcare, marketing, and retail. Since February 2019, Mrs. Nelson has been President, CEO and a Director of CBD Life Sciences Inc. (trading symbol: CBDL), which retails and wholesales CBD organic products, including CBD drops, pain relief creams, anxiety and sleep supplements, CBD brain boost coffee, weight loss coffee, gummies, a full line of CBD infused anti -aging skin care line and a full pet line.

 

Mrs. Nelson graduated from The Mandel Medical School with a Medical Assistant degree in 1987. She also attended Queens Borough Community College as well as Pima Community College for her nursing degree LPN in 1992. Mrs. Nelson’s drive has always been focused on helping people and contributing to the community. Currently Mrs. Nelson is an active member in the American Legions Auxiliary. She has also been associated with the Scottsdale Chamber of Commerce. Mrs. Nelson manages a fund for The Christian Matthew Nelson Scholarship, and has assisted with various fundraisers, including the Illumin8 Life Foundation for Breast Cancer awareness.

 

Brianna Nelson, Chief Product Developer and Director. Brianna Nelson has, in a short time, developed a broad base of experience in the marketing and social media sector. Since 2019, she has directed social media activities for CBD Life Sciences Inc. (trading symbol: CBDL). On a day-to-day basis, Ms. Nelson plays a big role marketing CBDL’s products through an online presence and social media outlets. She attends Scottsdale Community College and will be graduating with two associate degrees. Ms. Nelson is a director of FBC Holding, Inc. (trading symbol: FBCD).

 

Matthew McGee, Chief Marketing Officer. Matthew McGee is a passionate and compassionate leader of high performing teams with deep expertise in designing effective customer marketing strategies and building commercial capabilities that drive performance. Mr. McGee is also very knowledgeable in the computer world and currently holds an Associate’s Degree in Cyber Security from Westmoreland County Community College located in Pennsylvania. Mr. McGee is a director of FBC Holding, Inc. (trading symbol: FBCD).

 

 

 

 

Employment Agreement

 

We have entered into an employment agreement (the “Nelson Agreement”) with our Chief Executive Officer, Lisa Nelson, pursuant to which she serves as our Chief Executive Officer. The term of the Nelson Agreement is five years, expiring in May 2029. Pursuant to the Nelson Agreement, Mrs. Nelson is obligated to devote not less than 30 hours per week to our company’s business and provides for 15 days of vacation. Under the Nelson Agreement, until such time as our company obtains $1,000,000 in capital funding, Mrs. Nelson is to be paid an annual salary of $120,000, which annual salary is to increase to $150,000, once such funding has been obtained.

 

Conflicts of Interest

 

At the present time, we do not foresee any direct conflict between our officers and directors, their other business interests and their involvement in our company.

 

Corporate Governance

 

We do not have a separate Compensation Committee, Audit Committee or Nominating Committee. These functions are conducted by our Board of Directors acting as a whole.

 

During the year ended December 31, 2023, our Board of Directors, did not hold a meeting, but took action by unanimous written consent in lieu of a meeting on six occasions.

 

Independence of Board of Directors

 

None of our directors is not independent, within the meaning of definitions established by the SEC or any self-regulatory organization. We are not currently subject to any law, rule or regulation requiring that all or any portion of our Board of Directors include independent directors.

 

Shareholder Communications with Our Board of Directors

 

Our company welcomes comments and questions from our shareholders. Shareholders should direct all communications to our Chief Executive Officer, Lisa Nelson, at our executive offices. However, while we appreciate all comments from shareholders, we may not be able to respond individually to all communications. We attempt to address shareholder questions and concerns in our press releases and documents filed with OTC Markets, so that all shareholders have access to information about us at the same time. Mrs. Nelson collects and evaluates all shareholder communications. All communications addressed to our directors and executive officers will be reviewed by those parties, unless the communication is clearly frivolous.

 

Code of Ethics

 

As of the date of this Offering Circular, our Board of Directors has not adopted a code of ethics with respect to our directors, officers and employees.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXECUTIVE COMPENSATION

 

In General

 

As of the date of this Offering Circular, there are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees of our company, pursuant to any presently existing plan provided by, or contributed to, our company.

 

Compensation Summary

 

The following table summarizes information concerning the compensation awarded, paid to or earned by, our executive officers.

 

Name and Principal Position	Year Ended 12/31	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Non-qualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Lisa Nelson Chief Executive Officer, Secretary	2024 2023	120,000(1) 120,000(1)	— —	— —	— —	— —	— —	— —	120,000(1) 120,000(1)
Brianna Nelson Chief Product Developer	2024 2023	— —	— —	— —	— —	— —	— —	— —	— —
Matthew McGee Chief Marketing Officer	2024 2023	60,000 60,000	— —	— —	— —	— —	— —	— —	60,000 60,000

 

 

(1)	This entire amount has been accrued.

 

Outstanding Option Awards

 

The following table provides certain information regarding unexercised options to purchase common stock, stock options that have not vested and equity-incentive plan awards outstanding as of the date of this Offering Circular, for each named executive officer.

 

	Option Awards					Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Lisa Nelson	—	—	—	—	n/a	—	n/a	—	—
Brianna Nelson	—	—	—	—	n/a	—	n/a	—	—
Matthew McGee	—	—	—	—	n/a	—	n/a	—	—

 

 

 

 

Employment Agreement

 

We have entered into an employment agreement (the Nelson Agreement) with our Chief Executive Officer, Lisa Nelson, pursuant to which she serves as our Chief Executive Officer. The term of the Nelson Agreement is five years, expiring in May 2029. Pursuant to the Nelson Agreement, Mrs. Nelson is obligated to devote not less than 30 hours per week to our company’s business and provides for 15 days of vacation. Under the Nelson Agreement, until such time as our company obtains $1,000,000 in capital funding, Mrs. Nelson is to be paid an annual salary of $120,000, which annual salary is to increase to $150,000, once such funding has been obtained.

 

Outstanding Equity Awards

 

During the years ended December 31, 2024 and 2023, our Board of Directors made no equity awards and no such award is pending.

 

Long-Term Incentive Plans

 

We currently have no long-term incentive plans.

 

Director Compensation

 

Our directors receive no compensation for their serving as directors of our company.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table sets forth, as of the date of this Offering Circular, information regarding beneficial ownership of our common stock by the following: (a) each person, or group of affiliated persons, known by our company to be the beneficial owner of more than five percent of any class of our voting securities; (b) each of our directors; (c) each of the named executive officers; and (d) all directors and executive officers as a group. Beneficial ownership is determined in accordance with the rules of the SEC, based on voting or investment power with respect to the securities. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock underlying convertible instruments, if any, held by that person are deemed to be outstanding if the convertible instrument is exercisable within 60 days of the date hereof.

 

		Share Ownership Before This Offering								Share Ownership After This Offering
Name of Shareholder		Number of Shares Beneficially Owned				% Beneficially Owned(1)				Number of Shares Beneficially Owned				% Beneficially Owned(2)				Effective Voting Power
Common Stock
Executive Officers and Directors
Lisa Nelson			200,084,360	(3)			6.13%				200,084,360	(3)			2.01%			See Note 4
Brianna Nelson			450,657,339				13.80%				450,657,339				4.53%			and Note 5
Matthew McGee			450,000,000				13.78%				450,000,000				4.52%
Officers and directors, as a group (3 persons)			1,101,441,699				33.72%				1,101,441,699				11.06%
5% Owners
Jennifer Simmons			200,500,000				6.14%				200,500,000				2.01%
Brian John Nisky			200,000,000				6.12%				200,000,000				2.00%
Series A Non-Convertible Preferred Stock(4)
Lisa Nelson			66,081,530				100%				66,081,530				100%

 

(1)	Based on 3,263,971,942 shares outstanding, as of the date of this Offering Circular
(2)	Based on 9,951,034,498 shares outstanding, assuming the sale of all of the Remaining Shares.
(3)	Includes 7,334 owned of record by Lisa Nelson's husband, Thomas Nelson.
(4)	The Series A Non-Convertible Preferred Stock has the following voting rights: the shares of Series A Non-Convertible Preferred Stock shall vote together with the shares of our common stock and other voting securities as a single class and shall represent 80% of all votes entitled to be voted at any annual or special meeting of our shareholders.
(5)	Due to the superior voting rights of the Series A Non-Convertible Preferred Stock, Lisa Nelson will be able to control the management and affairs of our company, as well as matters requiring the approval by our shareholders, including the election of directors, any merger, consolidation or sale of all or substantially all of our assets, and any other significant corporate transaction. See Note 4.

 

Series A Non-Convertible Preferred Stock

 

Voting Rights. Currently, there are 66,081,530 shares of our Series A Non-Convertible Preferred Stock issued and outstanding, all of which shares are owned by Lisa Nelson, our Chief Executive Officer. Mrs. Nelson controls all corporate matters of our company.

 

The Series A Non-Convertible Preferred Stock has the following voting rights: the shares of Series A Non-Convertible Preferred Stock shall vote together with the shares of our common stock and other voting securities as a single class and shall represent 80% of all votes entitled to be voted at any annual or special meeting of our shareholders. Mrs. Nelson will, therefore, be able to control the management and affairs of our company, as well as matters requiring the approval by our shareholders, including the election of directors, any merger, consolidation or sale of all or substantially all of our assets, and any other significant corporate transaction. (See “Risk Factors—Risks Related to a Purchase of the Offered Shares” and “Description of Securities—Series A Non-Convertible Preferred Stock”).

 

 

 

 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

 

Shares Issued for Compensation

 

In June and July 2024, we issued shares of common stock to our officers and directors as bonuses, as follows: (a) 200,000,000 shares were issued to Lisa Nelson (Director and Chief Executive Officer), which shares were valued at $160,000, in the aggregate; (b) 450,500,000 shares were issued to Brianna Nelson (Director and Chief Product Developer), which shares were valued at $360,400, in the aggregate; and (c) 450,000,000 shares were issued to Matthew McGee Chief Marketing Officer), which shares were valued at $360,000, in the aggregate.

 

Disclosure of Conflicts of Interest

 

Besides the family relationship between Lisa Nelson and Brianna Nelson, there are no conflicts of interest between us and any of our officers or directors

 

Stock Options

 

Our stockholders have approved a 2019 Stock Option Plan, as previously adopted by our Board of Directors (the ”Plan”). Under this Plan, our officers, directors, and key employees and consultants can receive incentive stock options and non-qualified stock options to purchase shares of our Common Stock. To date, no options have been issued.

 

With respect to incentive stock options, the Plan provides that the exercise price of each such option must be at least equal to 100% of the fair market value of the Common Stock on the date that such option is granted. The Plan requires that all such options have an expiration date not later than that date which is one day before the tenth anniversary of the date of the grant of such options (or the fifth anniversary of the date of grant in the case of 10% stockholders). However, with certain limited exceptions, in the event that the option holder ceases to be associated with us, or engages in or is involved with any business similar to ours, such option holder’s incentive options immediately terminate.

 

Pursuant to the provisions of the Plan, the aggregate fair market value, determined as of the date(s) of grant, for which incentive stock options are first exercisable by an option holder during any one calendar year cannot exceed $100,000. No such options have yet been issued.

 

Bonus Plan for Executive Officers

 

Our Board of Directors has established an annual Bonus Plan for Executive Officers (the "Bonus Plan"). Under the Bonus Plan, a Committee of the Board of Directors sets performance targets for key employees who are or may become executive officers. Such executives are eligible for a bonus only if they meet the performance standards set in advance by the Committee. Aggregate bonuses may not exceed ten percent of income before taxes and bonuses may not exceed $1 million per employee.

 

Management Stock Bonus Plan

 

Our Management Stock Bonus Plan provides that we shall establish a reserve of shares of Common Stock to be awarded to eligible salaried officers and directors. The Management Stock Bonus Plan Committee, composed of not less than three members, administers the Plan. The Board of Directors must review actions of the Committee. The Plan awards restricted stock to key executives. During the restricted period, the owner of the stock may not transfer the stock without first offering us the opportunity to buy back the stock at its issue price. In the first year of the restriction period, we have the right to buy back all of the awarded stock. In the second year, we have the right to buy back 75% of the awarded stock. After two years and until the end of the restriction period, a maximum of three years, we have the right to buy back 50% of the awarded stock. No shares have been issued under the plan.

 

 

 

 

Indemnification Agreements

 

We have entered into an indemnification agreement with Lisa Nelson. Any indemnification agreements we enter into and our amended and restated Bylaws will require us to indemnify our directors to the fullest extent permitted by Nevada law.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, executive officers or persons controlling us, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

 

Employment Agreements

 

We have entered into an employment agreement (the Nelson Agreement) with our Chief Executive Officer, Lisa Nelson, pursuant to which she serves as our Chief Executive Officer. The term of the Nelson Agreement is five years, expiring in May 2029. Pursuant to the Nelson Agreement, Mrs. Nelson is obligated to devote not less than 30 hours per week to our company’s business and provides for 15 days of vacation. Under the Nelson Agreement, until such time as our company obtains $1,000,000 in capital funding, Mrs. Nelson is to be paid an annual salary of $120,000, which annual salary is to increase to $150,000, once such funding has been obtained.

 

 

LEGAL MATTERS

 

Certain legal matters with respect to the Offered Shares offered by this Offering Circular will be passed upon by Newlan Law Firm, PLLC, Flower Mound, Texas. Newlan Law Firm, PLLC owns no securities of our company.

 

 

WHERE YOU CAN FIND MORE INFORMATION

 

We have filed an offering statement on Form 1-A with the SEC under the Securities Act with respect to the common stock offered by this Offering Circular. This Offering Circular, which constitutes a part of the offering statement, does not contain all of the information set forth in the offering statement or the exhibits and schedules filed therewith. For further information with respect to us and our common stock, please see the offering statement and the exhibits and schedules filed with the offering statement. Statements contained in this Offering Circular regarding the contents of any contract or any other document that is filed as an exhibit to the offering statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the offering statement. The offering statement, including its exhibits and schedules, may be inspected without charge at the public reference room maintained by the SEC, located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549, and copies of all or any part of the offering statement may be obtained from such offices upon the payment of the fees prescribed by the SEC. Please call the SEC at 1-800-SEC-0330 for further information about the public reference room. The SEC also maintains an Internet website that contains all information regarding companies that file electronically with the SEC. The address of the site is www.sec.gov.

 

 

 

 

 

 

INDEX TO FINANCIAL STATEMENTS

 

CBD Life Sciences, Inc.

 

 

Unaudited Financial Statements for the Nine Months Ended September 30, 2024 and 2023
Consolidated Balance Sheets as of September 30, 2024, and December 31, 2023 (unaudited)		F-1
Consolidated Statements of Operations (unaudited) for the Three and Nine Months Ended September 30, 2024 and 2023		F-2
Consolidated Statements of Cash Flows (unaudited) for the Nine Months Ended September 30, 2024 and 2023		F-3
Consolidated Statements of Changes in Stockholders’ Equity (unaudited) for the Nine Months Ended September 30, 2024 and 2023		F-4
Notes to Unaudited Consolidated Financial Statements		F-5

 

 

Unaudited Financial Statements for the Years Ended December 31, 2023 and 2022
Consolidated Balance Sheets as of December 31, 2023 and 2022 (unaudited)		F-9
Consolidated Statements of Operations (unaudited) for the Years Ended December 31, 2023 and 2022		F-10
Consolidated Statements of Cash Flows (unaudited) for the Years Ended December 31, 2023 and 2022		F-11
Consolidated Statements of Changes in Stockholders’ Equity (unaudited) for the Years Ended December 31, 2023 and 2022		F-12
Notes to Unaudited Consolidated Financial Statements		F-13

 

 

 

 

 

 

 

 

 

 

 

CBD LIFE SCIENCES, INC.

UNAUDITED CONSOLIDATED BALANCE SHEETS

 

 

		September 30,				December 31,
		2024				2023
Assets
Current Assets:
Cash and cash equivalents		$	(7,824	)		$	2,516
Inventory			14,780				20,825
Due from related party			204,464				175,981
Total current assets			211,420				199,322
Other Assets:
Furniture, net			2,563				4,774
Equipment, net			28,806				56,315
Leasehold Improvements, net			14,488				27,705
Website, net			13,716				26,336
Deposits			4,875				4,875
Goodwill			100,000				100,000
Total Other Assets			164,448				220,005
Total Assets		$	375,868			$	419,327
Liabilities and Stockholders' Equity (Deficit)
Current Liabilities:
Accounts Payable		$	–			$	–
Due to director			–				–
Payroll tax payable			5,112				5,112
Sales taxes payable			9,020				19,631
Total Current Liabilities			14,132				24,743
Total Liabilities			14,132				24,743
Stockholders' Equity (deficit):
Preferred Stock			66,082				66,082
Common Stock			4,262,708				4,070,624
Paid in Capital			11,010,603				10,819,988
Accumulated deficit			(14,977,657	)			(14,562,110	)
Stockholders' Equity (deficit)			361,737				394,584
Total Liabilities and Stockholders' Equity (deficit)		$	375,868			$	419,327

 

See accompanying notes to these unaudited consolidated financial statements.

 

 

 

 

CBD LIFE SCIENCES, INC.

UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

 

 

		For the Three Months Ended								For the Nine Months Ended
		September 30,								September 30,
		2024				2023				2024				2023
Sales		$	15,227			$	45,063			$	97,302			$	125,360
Cost of Goods Sold			(7,613	)			(22,428	)			(56,226	)			(62,691	)
Gross Profit			7,613				22,635				41,075				62,669
Operating Expenses:
General and Administrative expenses			303,284				31,350				456,622				141,970
Total Operating Expenses			303,284				31,350				456,622				141,970
Operating Profit (loss)			(295,671	)			(8,715	)			(415,547	)			(79,301	)
Interest Expense			–				–				–				–
Total Other Income (expense)			–				–				–				–
Net Income (loss)		$	(295,671	)		$	(8,715	)		$	(415,547	)		$	(79,301	)
Net loss per share attributable to common shareholders:			(295,671	)			(8,715	)			(415,547	)			(79,301	)
Basic and diluted		$	–			$	–			$	–			$	–
Weighted average shares outstanding
Basic and diluted			2,062,527,434				141,687,622				2,062,527,434				141,687,622

 

See accompanying notes to these unaudited consolidated financial statements.

 

 

 

 

CBD LIFE SCIENCES, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

 

		For the Nine Months ended
		September 30,
		2024				2023
Cash flows from operating activities:
Net loss		$	(415,547	)		$	(79,301	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation			55,557				55,557
Inventory			(4,482	)			(14,332	)
Due to related party			28,284				16,199
Security Deposits			–				17,186
Accounts Payable			93,258				5,624
Net cash used in operating activities			(242,930	)			933
Cash flows from investing activities:
Net cash from investing activities			–				–
Cash flows from financing activities:
Proceeds from notes payable			–				–
Proceeds from convertible notes			–				–
Proceeds from Common Stock Issuances			232,590				–
Contributions to paid in capital			–				–
Advances payable - related party			–				–
Net cash provided by financing activities			232,590				–
Non-Cash Transactions
Net Non-Cash Transactions			–				–
Net increase (decrease), cash and cash equivalents			(10,340	)			933
Cash and cash equivalents, beginning of year			2,516				558
Cash and cash equivalents, end of period		$	(7,824	)		$	1,491
Supplemental Disclosure of Cash Flows Information:
Common Stock issued upon conversion of convertible NP (non-cash)			–				–
APIC from conversion of convertible NP (non-cash)			–				–

 

See accompanying notes to these unaudited consolidated financial statements.

 

 

 

 

CBD LIFE SCIENCES, INC.

UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

 

		Preferred Stock								Common Stock								Additional Paid-in				Accumulated				Stockholders'
						Amount								Amount				Capital				(Deficit)				(Deficit)
		Shares				($)				Shares				($)				($)				($)				($)
Balance, December 31, 2022			66,081,530				66,082				141,687,622				4,070,624				10,819,988				(14,483,536	)			473,158
Stock Issued			–				–				–				–				–				–				–
Net income (loss)			–				–				–				–				–				(23,520	)			(23,520	)
Balance, March 31, 2023			66,081,530				66,082				141,687,622				4,070,624				10,819,988				(14,507,056	)			449,638
Net Income (loss)			–				–				–				–				–				(47,066	)			(47,066	)
Balance, June 30, 2023			66,081,530				66,082				141,687,622				4,070,624				10,819,988				(14,554,122	)			402,572
Net Income (loss)			–				–				–				–				–				(8,715	)			(8,715	)
Balance, September 30, 2023			66,081,530				66,082				141,687,622				4,070,624				10,819,988				(14,562,837	)			393,857
Balance, December 31, 2023			66,081,530				66,082				141,687,622				4,070,624				10,819,988				(14,562,110	)			394,584
Stock issued (canceled)			–				–				–				–				–				–				–
Net income (loss)			–				–				–				–				–				(52,383	)			(52,383	)
Balance, March 31, 2024			66,081,530				66,082				141,687,622				4,070,624				10,819,988				(14,614,493	)			342,201
Stock issued for services			–				–				500,000,000				50,000				–				–				50,000
Stock issued			–				–				13,542				1				8				–				9
Net income (loss)			–				–				–				–				–				(67,493	)			(67,493	)
Balance, June 30, 2024			66,081,530				66,082				641,701,164				4,120,625				10,819,996				(14,681,986	)			324,717
Stock issued for services			–				–				1,001,000,000				100,100				–				–				100,100
Stock issued - Reg A			–				–				419,826,270				41,983				190,607				–				232,590
Net income (loss)			–				–				–				–				–				(295,671	)			(295,671	)
Balance, September 30, 2024			66,081,530				66,082				2,062,527,434				4,262,708				11,010,603				(14,977,657	)			361,737

 

See accompanying notes to these unaudited consolidated financial statements.

 

 

 

 

CBD LIFE SCIENCES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

 

Note 1. Nature of Operations and Continuance of Business

 

The Company 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 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 led to a merger with Rangemore Productions, a company that leased film studio space to independent film productions that presented themselves. 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 June 30, 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" includes 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 analyze 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.

 

On January 1, 2019, the name was changed to CBD Life Sciences, Inc- 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, recovery pain relief products, anxiety and sleep solutions, supplements, edibles, bath products, kosher products, and a full line of pet products. In addition, LBC has developed a new and improved along with CBD biodegradable straws. All the manufactured products can be viewed and purchased on the Company website. As a result of the acquisition, the Company changed its name to CBD Life Sciences, Inc. CBD Life Sciences, Inc is a Nevada corporation and is a publicly traded company having its common shares quoted on the OTC Markets under the trading symbol "CBDL".

 

 

 

 

Going Concern

 

These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated revenues sufficient to cover its expenses since inception and is unlikely to generate significant revenue or earnings in the immediate or near future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations.

 

The Company will need additional working capital to continue or to be successful in any future business activities. Therefore, the continuation of the Company as a going concern is dependent upon obtaining the additional working capital necessary to accomplish its objective. Management plans to seek debt or equity financing, or a combination of both, to raise the necessary working capital.

 

Subsidiary

 

The Company is consolidating its wholly owned subsidiary in the financial statements. On February 8, 2019, the Company completed the acquisition of LBC Bioscience Inc. which was accounted for under ASC 805 and disclosed as a related party transaction.

 

Summary of Significant Accounting Principles

 

Basis of Presentation and Principles of Consolidation

 

These financial statements are prepared in conformity with accounting principles accepted in the United States and are presented in US dollars, unless otherwise noted. The Company's fiscal year end is December 31.

 

Use of Estimates

 

The preparation of financial statements in conformity with US accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the useful life and recoverability of long-lived assets, recoverability of goodwill and intangible assets, fair value of convertible debt, stock- based compensation, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid instruments with maturity dates of three months or less at the time of issuance to be cash equivalents.

 

Inventory

 

The Company extends unsecured credit to its customers in the ordinary course of business. Accounts receivable related to product sales is recorded at the time the goods are delivered and payment is expected. Product sales are collected within 30 to 60 days after the invoice is received. The Company periodically evaluates its receivables and establishes allowances based on historical experience and other currently available information.

 

 

 

 

Intangibles Assets

 

Intangible assets acquired are initially recognized and measured at cost and are not being amortized. Impairment tests are conducted annually or more frequently if events or changes in circumstances indicate that the asset may be impaired. The impairment test compares the carrying amount of the intangible asset with its fair value, and an impairment loss is recognized in income for the excess, if any. The amortization methods and estimated useful lives of intangible assets are reviewed annually.

 

Earnings Per Share

 

The Company computes net loss per share in accordance with ASC 260, Earnings per Share, which requires presentation of both basic and diluted earnings per share (EPS) on the face of the statements of operations. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all diluted potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is antidilutive.

 

Stock-based Compensation

 

The Company records stock-based compensation in accordance with ASC 718, Compensation - Stock Based Compensation and ASC 505-50 - Equity-Based Payments to Non-Employees. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

 

Income Taxes

 

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Accounting for Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

 

The Company files federal income tax returns in the United States. The Company may be subject to a reassessment of federal taxes by tax authorities for a period of three years from the date of the original notice of assessment in respect of any tax year. In certain circumstances, the federal statute of limitations can reach beyond the standard three-year period. The statute of limitations in the United States for income tax assessment varies from state to state. Tax authorities have not audited any of the Company's income tax returns. The Company recognizes interest and penalties related to uncertain tax positions in tax expense. During the years ended December 31, 2023 and 2022, there were no charges for interest or penalties.

 

Financial Instruments and Fair Value Measures

 

ASC 820, Fair Value Measurements, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

 

Level 1:

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2:

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

 

 

 

 

Note 2. Equity

 

Common Stock

 

Effective April 22, 2024, a 1:300 reverse split of the Company’s common stock occurred. All share numbers and all per share numbers in the accompanying financial statements have been adjusted to reflect such reverse split.

 

In June 2024, the Company issued a total of 500,000,000 shares of common stock as compensation to officers.

 

Preferred Stock

 

On March 11, 2020, the Company increased the authorized Preferred Stock to 100,000,000.

 

On March 17, 2020, the Company increased the authorized Series A Non-Convertible Preferred Stock ("Series A Stock") to 100,000,000 shares. The total of all outstanding Series A Stock shares represents eighty percent (80%) of all votes entitled to be voted at any annual or special meetings of shareholders of the Corporation or action by written consent of shareholders. Each outstanding share of the Series A Stock represents a proportionate share of the 80% allocated to the outstanding shares of Series A Non-Convertible Preferred Stock had an authorized preferred share capital set at 100,000,000 carrying a par value of $0.001 with 66,081,530 issued and outstanding.

 

Note 3. Subsequent Events

 

Shares Issued for Cash

 

Since September 30, 2024, the Company has issued a total of 234,270,715 shares of common stock for a total of $163,990 in cash, pursuant to its Regulation A offering (SEC File No. 024- 12430).

 

 

 

 

 

 

 

 

 

 

CBD LIFE SCIENCES, INC.

CONSOLIDATED BALANCE SHEETS

AS AT DECEMBER 31, 2023 AND 2022

(UNAUDITED)

 

(UNAUDITED)

		December 31, 2023					December 31, 2022
ASSETS
CURRENT ASSETS:
Cash		$	2,516			$	558
Inventory			20,825				8,120
Total current assets			23,825				8,678
OTHER ASSETS:
Furniture – net			4,774				5,330
Equipment – net			56,315				62,427
Leasehold improvements – net			27,705				93,401
Website – net			26,336				29,113
Deposits			4,875				4,875
Goodwill			100,000				100,000
Total other assets			220,005				295,146
Total Assets		$	243,346			$	303,824
LIABILITIES
CURRENT LIABILITIES
Due to related party		$	175,981			$	169,334
Payroll tax payable			5,112				–
Sales taxes payable			19,631				–
Total current liabilities			200,724				169,334
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock			66,082				66,082
Common stock			4,070,624				4,070,624
Paid-in capital			10,481,320				10,481,320
Accumulated deficit			(14,562,110	)			(14,483,536	)
Total stockholders' equity (deficit)			42,622				134,490
Total liabilities and stockholders’ equity (deficit)		$	243,346			$	303,824

 

See accompanying notes to these unaudited consolidated financial statements.

 

 

 

 

CBD LIFE SCIENCES, INC.

CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2023 AND 2022

(UNAUDITED)

 

 

			2023				2022
Sales		$	167,147			$	160,241
Cost of sales			(86,916	)			(73,711	)
Gross Profit			80,231				86,530
OPERATING EXPENSES
Sales and marketing			11,342				351,158
Officer salary			–				120,000
Salaries and payroll taxes			55,276				313,234
Professional fees			–				13,359
Taxes and licenses			1,918				1,020
Repair and Maintenance			500				830
Rent and utilities			2,343				51,611
Travel and entertainment			1,673				8,895
General and administrative			30,196				32,671
Depreciation expense			55,557				53,556
Total operating expenses			158,805				946,334
Net (loss)		$	(78,574	)		$	(859,804	)
Net (loss) per share
Basic		$	Nil			$	Nil
Diluted		$	Nil			$	Nil
Weighted Average Shares Outstanding			40,706,241,280				40,706,241,280

 

See accompanying notes to these unaudited consolidated financial statements.

 

 

 

 

CBD LIFE SCIENCES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2023 AND 2022

(UNAUDITED)

 

 

		2023				2022
Net loss for the period		$	(78,574	)		$	(859,804	)
Cash used in operating activities
Depreciation			55,557				53,556
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Inventory			(16,432	)			2,068
Security deposit			17,186				–
Accounts payable			5,624				–
Net cash provided by (used in) operating activities			(16,639	)			(804,180	)
Cash provided by (used in) investing activities
Leasehold improvements			–				(69,000	)
Net cash provided by (used in) investing activities			–				(69,000	)
Cash provided by (used in) financing activities
Advances from related party			18,597				–
Repayment of advances from related party			–				(153,138	)
Net cash provided by (used in) financing activities			18,597				(153,138	)
INCREASE (DECREASE) IN CASH			1,958				(1,026,318	)
CASH BEGINNING OF PERIOD			558				1,026,876
CASH END OF PERIOD		$	2,516			$	558
NON-CASH TRANSACTIONS		$	–			$	–

 

See accompanying notes to these unaudited consolidated financial statements.

 

 

 

 

 

CBD LIFE SCIENCES, INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2023 AND 2022

(UNAUDITED)

 

 

 

		Preferred Stock								Common Stock								Paid in				Accumulated
		Shares				Amount				Shares				Amount				Capital				Deficit				Balance
Balance at December 31, 2021			66,081,530			$	66,082				40,706,412,280			$	4,070,624			$	10,481,320			$	(13,623,732	)		$	994,294
Net loss			–				–				–				–				–				(859,804	)			(859,804	)
Balance at December 31, 2022			66,081,530				66,082				40,706,412,280				4,070,624				10,481,320				(14,483,536	)			134,490
Net loss			–				–				–				–				–				(78,574	)			(78,574	)
Balance at December 31, 2023			66,081,530			$	66,082				40,706,412,280			$	4,070,624			$	10,481,320			$	(14,562,110	)		$	42,622

 

 

See accompanying notes to these unaudited consolidated financial statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CBD LIFE SCIENCES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

 

Note 1. Nature of Operations and Continuance of Business

 

The Company 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 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 led to a merger with Rangemore Productions, a company that leased film studio space to independent film productions that presented themselves. 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 June 30, 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 te“m "media producti”ns" includes 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 analyze 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 organizat’on's critical IT infrastructure which is scalable to any size organization in any industry.

 

On January 1, 2019, the name was changed to CBD Life Sciences, Inc- 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, recovery pain relief products, anxiety and sleep solutions, supplements, edibles, bath products, kosher products, and a full line of pet products. In addition, LBC has developed a new and improved along with CBD biodegradable straws. All the manufactured products can be viewed and purchased on the Company website. As a result of the acquisition, the Company changed its name to CBD Life Sciences, Inc. CBD Life Sciences, Inc is a Nevada corporation and is a publicly traded company having its common shares quoted on the OTC Markets under the trading symbol "CBDL".

 

 

 

 

Going Concern

 

These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated revenues sufficient to cover its expenses since inception and is unlikely to generate significant revenue or earnings in the immediate or near future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations.

 

The Company will need additional working capital to continue or to be successful in any future business activities. Therefore, the continuation of the Company as a going concern is dependent upon obtaining the additional working capital necessary to accomplish its objective. Management plans to seek debt or equity financing, or a combination of both, to raise the necessary working capital.

 

Subsidiary

 

The Company is consolidating its wholly owned subsidiary in the financial statements. On February 8, 2019, the Company completed the acquisition of LBC Bioscience Inc. which was accounted for under ASC 805 and disclosed as a related party transaction.

 

Summary of Significant Accounting Principles

 

Basis of Presentation and Principles of Consolidation

 

These financial statements are prepared in conformity with accounting principles accepted in the United States and are presented in US dollars, unless otherwise noted. The Company’s fiscal year end is December 31.

 

Use of Estimates

 

The preparation of financial statements in conformity with US accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the useful life and recoverability of long-lived assets, recoverability of goodwill and intangible assets, fair value of convertible debt, stock-based compensation, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid instruments with maturity dates of three months or less at the time of issuance to be cash equivalents.

 

 

 

 

Inventory

 

The Company extends unsecured credit to its customers in the ordinary course of business. Accounts receivable related to product sales is recorded at the time the goods are delivered and payment is expected. Product sales are collected within 30 to 60 days after the invoice is received. The Company periodically evaluates its receivables and establishes allowances based on historical experience and other currently available information.

 

Intangibles Assets

 

Intangible assets acquired are initially recognized and measured at cost and are not being amortized. Impairment tests are conducted annually or more frequently if events or changes in circumstances indicate that the asset may be impaired. The impairment test compares the carrying amount of the intangible asset with its fair value, and an impairment loss is recognized in income for the excess, if any. The amortization methods and estimated useful lives of intangible assets are reviewed annually.

 

Earnings Per Share

 

The Company computes net loss per share in accordance with ASC 260, Earnings per Share, which requires presentation of both basic and diluted earnings per share (EPS) on the face of the statements of operations. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all diluted potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is antidilutive.

 

Stock-based Compensation

 

The Company records stock-based compensation in accordance with ASC 718, Compensation - Stock Based Compensation and ASC 505-–0 - Equity-Based Payments to Non-Employees. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

 

Income Taxes

 

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Accounting for Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

 

The Company files federal income tax returns in the United States. The Company may be subject to a reassessment of federal taxes by tax authorities for a period of three years from the date of the original notice of assessment in respect of any tax year. In certain circumstances, the federal statute of limitations can reach beyond the standard three-year period. The statute of limitations in the United States for income tax assessment varies from state to state. Tax authorities have not audited any of the Company’s income tax returns. The Company recognizes interest and penalties related to uncertain tax positions in tax expense. During the years ended December 31, 2023 and 2022, there were no charges for interest or penalties.

 

 

 

 

Financial Instruments and Fair Value Measures

 

ASC 820, Fair Value Measurements, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

 

Level 1: Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2: Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

 

Note 2. Equity

 

Common Stock

 

On February 5, 2019, the Company effected a share consolidation of 1 new share for every 100 shares held. On February 18, 2020, the Company increased their authorized common shares to 5,000,000,000.

 

On September 16, 2020, the Company changed the par value of its common stock to $.0001 per common share.

 

On November 20, 2020, the Company was qualified to sell a maximum of 3,500,000,000 common shares at $.0002 under a Reg A offering. During the period of November 20, 2020, through December 31, 2020, the Company sold common shares at $.0002 under the Reg A offering and received $386,040 net of broker commissions.

 

As of December 31, 2020, the Company had an authorized common share capital set at 25,000,000,000 carrying a par value of $0.0001.

 

On June 17, 2021, the Company increased its authorized common share capital to 80,000,000,000 carrying a par value of $0.0001.

 

During the year ended December 31, 2021, the Company raised $7,494,545 by issuing 37,574,000,000 common shares in a Reg A offering.

 

As of December 31, 2023, the Company had 70,000,000,000 common shares authorized and 42,506,241,280 common shares issued and outstanding.

 

Preferred Stock

 

On March 11, 2020, the Company increased the authorized Preferred Stock to 100,000,000.

 

On March 17, 2020, the Company increased the authorized Series A Non-Convertible Preferred Stock ("Series A Stock") to 100,000,000 shares. The total of all outstanding Series A Stock shares represents eighty percent (80%) of all votes entitled to be voted at any annual or special meetings of shareholders of the Corporation or action by written consent of shareholders. Each outstanding share of the Series A Stock represents a proportionate share of the 80% allocated to the outstanding shares of Series A Non-Convertible Preferred Stock had an authorized preferred share capital set at 100,000,000 carrying a par value of $0.001 with 66,081,530 issued and outstanding.

 

Note 3. Subsequent Events

 

The financial statements to which these notes relate reflect a 1-for-300 reverse split (the “Reverse Split”) of the Company’s common stock that became effective April 22, 2024. Historical share numbers have been restated to reflect the Reverse Split. 

 

 

 

 

 

PART III – EXHIBITS

 

Index to Exhibits

 

Exhibit No.:		Description of Exhibit			Incorporated by Reference to:
2. Charter and Bylaws
2.1		Articles of Incorporation from Inception thru 01-15-2019			Filed previously
2.2		Certificate of Amendment filed 10-15-2019			Filed previously
2.3		Certificate of Amendment filed 02-18-2020			Filed previously
2.4		Certificate of Amendment filed 03-11-2020			Filed previously
2.5		Amendment to Certificate of Designation filed 03-17-2020			Filed previously
2.6		Certificate of Amendment filed 09-16-2020			Filed previously
2.7		Certificate of Amendment filed 01-14-2021			Filed previously
2.8		Certificate of Amendment filed 06-17-2021			Filed previously
2.9		Certificate of Change Pursuant to NRS 78.209 filed 12-30-2022			Filed previously
2.10		Certificate of Correction filed 01-24-2023			Filed previously
2.11		Certificate of Amendment filed 06-06-2023			Filed previously
2.11.1		Certificate of Amendment filed 12-17-2024			Filed herewith
2.11.2		Certificate of Amendment filed 03-03-2025			Filed herewith
2.12		Bylaws			Filed previously
4. Subscription Agreement
4.1		Subscription Agreement			Filed herewith
6. Material Agreements
6.1		Incentive Stock Option Plan			Filed previously
6.2		Management Stock Bonus Plan			Filed previously
6.3		Performance Bonus Plan			Filed previously
6.4		Employment Agreement of Lisa Nelson			Filed previously
6.5		Indemnification Agreement of Lisa Nelson			Filed previously
6.6		Lease Agreement of The CBD Vault			Filed previously
11. Consents
11.1		Consent of Newlan Law Firm, PLLC (see Exhibit 12.1)			Filed herewith
12. Opinion re: Legality
12.1		Opinion of Newlan Law Firm, PLLC			Filed herewith

 

 

 

SIGNATURES

 

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of Arizona, on March 6, 2025.

 

CBD LIFE SCIENCES, INC.     By: /s/ Lisa Nelson                                             Lisa Nelson             Chief Executive Officer

 

This Offering Statement has been signed by the following persons in the capacities and on the dates indicated.

 

	By: /s/ Lisa Nelson                                 Lisa Nelson President, Chief Executive Officer, Acting Chief Financial Officer [Principal Accounting Officer], Secretary and Director	March 6, 2025
	By: /s/ Brianna Nelson                           Brianna Nelson Chief Product Developer and Director	March 6, 2025

 

 

 

 

 

Exhibit 2.11.1

 

Business Number C33445 - 2003 Filed in the Office of Secretary of State State Of Nevada Filing Number 20244536608 Filed On 12/17/2024 8:00:00 AM Number of Pages 1

Exhibit 2.11.2

 

Business Number C33445 - 2003 Filed in the Office of Secretary of State State Of Nevada Filing Number 20254708602 Filed On 3/3/2025 8:00:00 AM Number of Pages 1

 

Exhibit 4.1

 

SUBSCRIPTION AGREEMENT

CBD Life Sciences, Inc.

 

NOTICE TO INVESTORS

 

The securities of CBD Life Sciences, Inc., a Nevada corporation (the “Company”), to which this Subscription Agreement relates, represent an investment that involves a high degree of risk, suitable only for persons who can bear the economic risk for an indefinite period of time and who can afford to lose their entire investments. Investors should further understand that this investment is illiquid and is expected to continue to be illiquid for an indefinite period of time. No public market exists for the securities to which this Subscription Agreement relates.

 

The securities offered hereby have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities or blue sky laws and are being offered and sold in reliance on exemptions from the registration requirements of the Securities Act and state securities or blue sky laws. Although an Offering Statement has been filed with the Securities and Exchange Commission (the “SEC”), that Offering Statement does not include the same information that would be included in a Registration Statement under the Securities Act. The securities offered hereby have not been approved or disapproved by the SEC, any state securities commission or other regulatory authority, nor have any of the foregoing authorities passed upon the merits of the offering to which this Subscription Agreement relates or the adequacy or accuracy of this Subscription Agreement or any other materials or information made available to prospective investors in connection with the offering to which this Subscription Agreement. Any representation to the contrary is unlawful.

 

The securities offered hereby cannot be sold or otherwise transferred, except in compliance with the Securities Act. In addition, the securities offered hereby cannot be sold or otherwise transferred, except in compliance with applicable state securities or “blue sky” laws. Investors who are not “accredited investors” (as that term is defined in Section 501 of Regulation D promulgated under the Securities Act) are subject to limitations on the amount they may invest, as described in Section 4(g) of this Subscription Agreement.

 

To determine the availability of exemptions from the registration requirements of the Securities Act as such may relate to the offering to which this Subscription Agreement relates, the Company is relying on each investor’s representations and warranties included in this Subscription Agreement and the other information provided by each investor in connection herewith.

 

Prospective investors may not treat the contents of this Subscription Agreement, the Offering Circular or any of the other materials provided by the Company (collectively, the “Offering Materials”), or any prior or subsequent communications from the Company or any of its officers, employees or agents (including “Testing the Waters” materials), as investment, legal or tax advice. In making an investment decision, investors must rely on their own examinations of the Company and the terms of the offering to which this Subscription Agreement relates, including the merits and the risks involved. Each prospective investor should consult such investor’s own counsel, accountants and other professional advisors as to investment, legal, tax and other related matters concerning such investor’s proposed investment in the Company.

 

The Offering Materials may contain forward-looking statements and information relating to, among other things, the Company, its business plan, its operating strategy and its industries. These forward-looking statements are based on the beliefs of, assumptions made by, and information currently available to, the Company’s management. When used in the Offering Materials, the words “estimate,” “project,” “believe,” “anticipate,” “intend,” “expect” and similar expressions are intended to identify forward-looking statements, which constitute forward looking statements. These statements reflect management’s current views with respect to future events and are subject to risks and uncertainties that could cause the Company’s actual results to differ materially from those contained in the forward-looking statements. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The Company does not undertake any obligation to revise or update these forward-looking statements to reflect events or circumstances after such date or to reflect the occurrence of unanticipated events.

 

 

 

SUBSCRIPTION AGREEMENT

 

This subscription agreement (the “Subscription Agreement” or the “Agreement”) is entered into by and between CBD Life Sciences, Inc., a Nevada corporation (the Company), and the undersigned investor (“Investor”), as of the date set forth on the signature page hereto. Any term used but not defined herein shall have the meaning set forth in the Offering Circular (defined below).

 

RECITALS

 

WHEREAS, the Company is offering for sale a maximum of 8,500,000,000 shares of its common stock (the “Offered Shares”), pursuant to Tier 1 of Regulation A promulgated under the Securities Act (the “Offering”) at a fixed price of $_0.0001-0.0006 per share (the “Share Purchase Price”), on a best-efforts basis.

 

WHEREAS, Investor desires to acquire that number of Offered Shares (the “Subject Offered Shares”) as set forth on the signature page hereto at the Share Purchase Price.

 

WHEREAS, the Offering will terminate at the earlier of: (a) the date on which all of the securities offered in the Offering shall have been sold, (b) the date which is one year from the Offering having been qualified by the SEC or (c) the date on which the Offering is earlier terminated by the Company, in its sole discretion (in each case, the “Termination Date”).

 

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto do hereby agree as follows:

 

INVESTOR INFORMATION

Name of Investor

SSN or EIN

Street Address

City

State

Zip Code

Phone

E-mail

State/Nation of Residency

Name and Title of Authorized Representative, if investor is an entity or custodial account

Type of Entity or Custodial Account (IRA, Keogh, corporation, partnership, trust, limited liability company, etc.)

Jurisdiction of Organization

Date of Organization

Account Number

CHECK ONE:

Individual Investor

Custodian Entity

Tenants-in-Common

Community Property

Corporation

Joint Tenants

LLC

Partnership

Trust

If the Subject Offered Shares are intended to be held as Community Property, as Tenants-In-Common or as Joint Tenancy, then each party (owner) must execute this Subscription Agreement.

 

 

 

 

1.       Subscription.

 

(a)       Investor hereby irrevocably subscribes for, and agrees to purchase, the Subject Offered Shares set forth on the signature page hereto at the Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Subject Offered Shares subscribed by Investor (the “Purchase Price”) is payable to the Company in the manner provided in Section 2(a).

 

(b)       Investor understands that the Offered Shares are being offered pursuant to the Offering Statement on Form 1-A, including the Offering Circular dated March 5, 2025, that forms a part thereof, and its exhibits (collectively, the “Offering Circular”), as filed with the SEC. By subscribing for the Subject Offered Shares, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and any other information required by Investor to make an investment decision with respect to the Subject Offered Shares.

 

(c)       This Subscription Agreement may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company in its sole and absolute discretion. The Company will notify Investor whether this Subscription Agreement is accepted or rejected. If rejected, Investor’s payment shall be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate, except for Section 5 hereof, which shall remain in force and effect.

 

(d)       The terms of this Subscription Agreement shall be binding upon Investor and Investor’s permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the proposed Transferee shall have executed and delivered to the Company, in advance, an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which consent may be withheld by the Company in its sole and absolute discretion.

 

2.       Payment and Purchase Procedure. The Purchase Price shall be paid simultaneously with Investor’s delivery of this Subscription Agreement. Investor shall deliver payment of the Purchase Price of the Subject Offered Shares in the manner set forth in Section 8 hereof. Investor acknowledges that, in order to subscribe for Offered Shares, Investor must comply fully with the purchase procedure requirements set forth in Section 8 hereof.

 

3.       Representations and Warranties of the Company. The Company represents and warrants to Investor that each of the following is true and complete in all material respects as of the date of this Subscription Agreement:

 

(a)       the Company is a corporation duly formed, validly existing and in good standing under the laws of the State of Nevada. The Company has all requisite power and authority to own and operate its properties and assets, to execute and deliver this Subscription Agreement, the Subject Offered Shares and any other agreements or instruments required hereunder. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business;

 

(b)       The issuance, sale and delivery of the Subject Offered Shares in accordance with this Subscription Agreement have been duly authorized by all necessary corporate action on the part of the Company. The Subject Offered Shares, when issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessable; and

 

(c)       the acceptance by the Company of this Subscription Agreement and the consummation of the transactions contemplated hereby are within the Company’s powers and have been duly authorized by all necessary corporate action on the part of the Company. Upon the Company’s acceptance of this Subscription Agreement, this Subscription Agreement shall constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except (1) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (2) as limited by general principles of equity that restrict the availability of equitable remedies.

 

 

 

 

4.       Representations and Warranties of Investor. Investor represents and warrants to the Company that each of the following is true and complete in all material respects as of the date of this Subscription Agreement:

 

(a)       Requisite Power and Authority. Investor has all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement and to carry out the provisions hereof. Upon due delivery hereof, this Subscription Agreement will be a valid and binding obligation of Investor, enforceable in accordance with its terms, except (1) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (2) as limited by general principles of equity that restrict the availability of equitable remedies.

 

(b)       Company Offering Circular; Company Information. Investor acknowledges the public availability of the Offering Circular which can be viewed on the SEC Edgar Database, under CIK number 0001776073, and that Investor has reviewed the Offering Circular. Investor acknowledges that the Offering Circular makes clear the terms and conditions of the Offering and that the risks associated therewith are described. Investor has had an opportunity to discuss the Company’s business, management and financial affairs with directors, officers and management of the Company and has had the opportunity to review the Company’s operations and facilities. Investor has also had the opportunity to ask questions of, and receive answers from, the Company and its management regarding the terms and conditions of the Offering. Investor acknowledges that, except as set forth herein, no representations or warranties have been made to Investor, or to any advisor or representative of Investor, by the Company with respect to the business or prospects of the Company or its financial condition.

 

(c)       Investment Experience; Investor Suitability. Investor has sufficient experience in financial and business matters so as to be capable of evaluating the merits and risks of an investment in the Offered Shares, and to make an informed decision relating thereto. Alternatively, Investor has utilized the services of a purchaser representative and, together, they have sufficient experience in financial and business matters so as to be capable of evaluating the merits and risks of an investment in the Offered Shares, and to make an informed decision relating thereto. Investor has evaluated the risks of an investment in the Offered Shares, including those described in the section of the Offering Circular entitled “Risk Factors”, and has determined that such an investment is suitable for Investor. Investor has adequate financial resources for an investment of this character. Investor is capable of bearing a complete loss of Investor’s investment in the Offered Shares.

 

(d)       No Registration. Investor understands that the Offered Shares are not being registered under the Securities Act, on the ground that the issuance thereof is exempt under Regulation A promulgated under the Securities Act, and that reliance on such exemption is predicated, in part, on the truth and accuracy of Investor’s representations and warranties, and those of the other purchasers of the Offered Shares in the Offering.

 

Investor further understands that the Offered Shares are not being registered under the securities laws of any state, on the basis that the issuance thereof is exempt as an offer and sale not involving a registrable public offering in such state.

 

Investor covenants not to sell, transfer or otherwise dispose of any Offered Shares, unless such Offered Shares have been registered under the Securities Act and under applicable state securities laws, or exemptions from such registration requirements are available.

 

(e)       Illiquidity and Continued Economic Risk. Investor acknowledges and agrees that there is a limited public market for the Offered Shares and that there is no guarantee that a market for their resale will continue to exist. Investor must, therefore, bear the economic risk of the investment in the Subject Offered Shares indefinitely and Investor acknowledges that Investor is able to bear the economic risk of losing Investor’s entire investment in the Subject Offered Shares.

 

 

 

 

(f)       Investor Status. Investor represents that either:

 

(1)       Investor has a minimum annual gross income of $70,000 and a minimum net worth of $70,000, exclusive of automobile, home and home furnishings; or

 

(2)       Investor has a minimum net worth of $250,000, exclusive of automobile, home and home furnishings.

 

Investor represents that, to the extent Investor has any questions with respect to Investor’s satisfying the standards set forth in subparagraphs (1) and (2), Investor has sought professional advice.

 

(g)       Investor Information. Within five (5) days after receipt of a request from the Company, Investor hereby agrees to provide such information with respect to Investor’s status as a Company shareholder and to execute and deliver such documents as may reasonably be necessary to comply with any and all laws and regulations to which the Company is, or may become, subject, including, without limitation, the need to determine the accredited investor status of the Company’s shareholders. Investor further agrees that, in the event Investor transfers any Offered Shares, Investor will require the transferee of any such Offered Shares to agree to provide such information to the Company as a condition of such transfer.

 

(h)       Valuation; Arbitrary Determination of Share Purchase Price by the Company. Investor acknowledges that the Share Purchase Price of the Offered Shares in the Offering was set by the Company on the basis of the Company’s internal valuation and no warranties are made as to value. Investor further acknowledges that future offerings of securities of the Company may be made at lower valuations, with the result that Investor’s investment will bear a lower valuation.

 

(i)       Domicile. Investor maintains Investor’s domicile (and is not a transient or temporary resident) at the address provided herein.

 

(j)       Foreign Investors. If Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Investor hereby represents that Investor is in full compliance with the laws of Investor’s jurisdiction in connection with any invitation to subscribe for the Offered Shares or any use of this Subscription Agreement, including, without limitation, (1) the legal requirements within Investor’s jurisdiction for the purchase of the Subject Offered Shares, (2) any foreign exchange restrictions applicable to such purchase, (3) any governmental or other consents that may need to be obtained, and (4) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Subject Offered Shares. Investor’s subscription and payment for and continued beneficial ownership of the Subject Offered Shares will not violate any applicable securities or other laws of Investor’s jurisdiction.

 

(k)       Fiduciary Capacity. If Investor is purchasing the Subject Offered Shares in a fiduciary capacity for another person or entity, including, without limitation, a corporation, partnership, trust or any other juridical entity, Investor has been duly authorized and empowered to execute this Subscription Agreement and all other related documents. Upon request of the Company, Investor will provide true, complete and current copies of all relevant documents creating Investor, authorizing Investor’s investment in the Company and/or evidencing the satisfaction of the foregoing.

 

5.       Indemnity. The representations, warranties and covenants made by Investor herein shall survive the consummation of this Subscription Agreement. Investor agrees to indemnify and hold harmless the Company and its officers, directors and agents, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees on appeal) and expenses reasonably incurred in investigating, preparing or defending against any false representation or warranty or breach of failure by Investor to comply with any covenant or agreement made by Investor herein or in any other document furnished by Investor to any of the foregoing in connection with the transaction contemplated hereby.

 

 

 

 

6.       Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, applicable to agreements made in and wholly to be performed in that jurisdiction with regards to the choice of law rules of such state, except for matters arising under the Securities Act or the Securities Exchange Act of 1934, which matters shall be construed and interpreted in accordance with such laws.

 

7.       Notices. Notice, requests, demands and other communications relating to this Subscription Agreement and the transactions contemplated herein shall be in writing and shall be deemed to have been duly given if and when (a) delivered personally, on the date of such delivery; or (b) mailed by registered or certified mail, postage prepaid, return receipt requested, in the third day after the posting thereof; or (c) e-mailed on the date of such delivery to the address of the respective parties as follows, if to the Company, to CBD Life Sciences, Inc., 10953 N. Frank Lloyd Boulevard, Suite 108, Scottsdale, Arizona 85259, Attention: Lisa Nelson, Chief Executive Officer. If to Investor, at Investor’s address supplied in connection herewith, or to such other address as may be specified by written notice from time to time by the party entitled to receive such notice. Any notices, requests, demands or other communications by email shall be confirmed by letter given in accordance with (a) or (b) above.

 

8.       Purchase Procedure. Investor acknowledges that, in order to subscribe for the Subject Offered Shares, Investor must, and Investor does hereby, deliver (in a manner described below) to the Company:

 

(a)       a single executed counterpart of the Subscription Agreement, which shall be delivered to the Company either by (1) physical delivery to: CBD Life Sciences, Inc., Attention: Lisa Nelson, Chief Executive Officer, 10855 N. Frank Lloyd Boulevard, Suite 108, Scottsdale, Arizona 85259; (2) e-mail to: lisalbcbioscience@gmail.com; and

 

(b)       payment of the Purchase Price, which shall be delivered in the manner set forth in Annex I attached hereto and made a part hereof.

 

9.       Miscellaneous. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons or entity or entities may require. Other than as set forth herein, this Subscription Agreement is not transferable or assignable by Investor. The representations, warranties and agreements contained herein shall be deemed to be made by, and be binding upon, Investor and Investor’s heirs, executors, administrators and successors and shall inure to the benefit of the Company and its successors and assigns. None of the provisions of this Subscription Agreement may be waived, changed or terminated orally or otherwise, except as specifically set forth herein or except by a writing signed by the Company and Investor. In the event any part of this Subscription Agreement is found to be void or unenforceable, the remaining provisions are intended to be separable and binding with the same effect as if the void or unenforceable part were never in this Subscription Agreement. This Subscription Agreement supersedes all prior discussions and agreements between the Company and Investor, if any, with respect to the subject matter hereof and contains the sole and entire agreement between the Company and Investor with respect to the subject matter hereof. The terms and provisions of this Subscription Agreement are intended solely for the benefit of each party hereto and their respective successors and assigns, and it is not the intention of the parties to confer, and no provision hereof shall confer, third-party beneficiary rights upon any other person. The headings used in this Subscription Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof. In the event that either party hereto shall commence any suit, action or other proceeding to interpret this Subscription Agreement, or determine to enforce any right or obligation created hereby, then such party, if it prevails in such action, shall recover its reasonable costs and expenses incurred in connection therewith, including, but not limited to, reasonable attorneys’ fees and expenses and costs of appeal, if any. All notices and communications to be given or otherwise made to Investor shall be deemed to be sufficient if sent by e-mail to such address provided by Investor herein. Unless otherwise specified in this Subscription Agreement, Investor shall send all notices or other communications required to be given hereunder to the Company via e-mail at lisalbcbioscience@gmail.com. Any such notice or communication shall be deemed to have been delivered and received on the first business day following that on which the e-mail has been sent (assuming that there is no error in delivery). As used in this Section 9, the term “business day” shall mean any day other than a day on which banking institutions in the State of Nevada are legally closed for business. This Subscription Agreement may be executed in one or more counterparts. No failure or delay by any party in exercising any right, power or privilege under this Subscription Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

 

 

 

 

10.       Consent to Electronic Delivery of Notices, Disclosures and Forms. Investor understands that, to the fullest extent permitted by law, any notices, disclosures, forms, privacy statements, reports or other communications (collectively, “Communications”) regarding the Company, Investor’s investment in the Company and the Subject Offered Shares (including annual and other updates and tax documents) may be delivered by electronic means, such as by e-mail. Investor hereby consents to electronic delivery as described in the preceding sentence. In so consenting, Investor acknowledges that e-mail messages are not secure and may contain computer viruses or other defects, may not be accurately replicated on other systems or may be intercepted, deleted or interfered with, with or without the knowledge of the sender or the intended recipient. Investor also acknowledges that an e-mail from the Company may be accessed by recipients other than Investor and may be interfered with, may contain computer viruses or other defects and may not be successfully replicated on other systems. Neither the Company, nor any of its respective officers, directors and affiliates, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act (collectively, the “Company Parties”), gives any warranties in relation to these matters. Investor further understands and agrees to each of the following: (a) other than with respect to tax documents in the case of an election to receive paper versions, none of the Company Parties will be under any obligation to provide Investor with paper versions of any Communications; (b) electronic Communications may be provided to Investor via e-mail or a website of a Company Party upon written notice of such website’s internet address to such Investor. In order to view and retain the Communications, Investor’s computer hardware and software must, at a minimum, be capable of accessing the Internet, with connectivity to an internet service provider or any other capable communications medium, and with software capable of viewing and printing a portable document format (“PDF”) file created by Adobe Acrobat. Further, Investor must have a personal e-mail address capable of sending and receiving e-mail messages to and from the Company Parties. To print the documents, Investor will need access to a printer compatible with his or her hardware and the required software; (c) if these software or hardware requirements change in the future, a Company Party will notify the Investor through written notification. To facilitate these services, Investor must provide the Company with his or her current e-mail address and update that information as necessary. Unless otherwise required by law, Investor will be deemed to have received any electronic Communications that are sent to the most current e-mail address that the Investor has provided to the Company in writing; (d) none of the Company Parties will assume liability for non-receipt of notification of the availability of electronic Communications in the event Investor’s e-mail address on file is invalid; Investor’s e-mail or Internet service provider filters the notification as “spam” or “junk mail”; there is a malfunction in Investor’s computer, browser, internet service or software; or for other reasons beyond the control of the Company Parties; and (e) solely with respect to the provision of tax documents by a Company Party, Investor agrees to each of the following: (1) if Investor does not consent to receive tax documents electronically, a paper copy will be provided, and (2) Investor’s consent to receive tax documents electronically continues for every tax year of the Company until Investor withdraws its consent by notifying the Company in writing.

 

Investor certifies that Investor has read this entire Subscription Agreement and that every statement made by Investor herein is true and complete.

 

The Company may not be offering the Offered Shares in every state. The Offering Materials do not constitute an offer or solicitation in any state or jurisdiction in which the Offered Shares are not being offered. The information presented in the Offering Materials was prepared by the Company solely for the use by prospective investors in connection with the Offering. Nothing contained in the Offering Materials is or should be relied upon as a promise or representation as to the future performance of the Company.

 

The Company reserves the right, in its sole discretion and for any reason whatsoever, to modify, amend and/or withdraw all or a portion of the Offering and/or accept or reject, in whole or in part, for any reason or for no reason, any prospective investment in the Offered Shares. Except as otherwise indicated, the Offering Materials speak as of their date. Neither the delivery nor the purchase of the Offered Shares shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since that date.

 

 

[ SIGNATURE PAGE FOLLOWS ]

 

 

 

 

IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement on the date set forth below.

 

Dated: _______________________.

 

	INDIVIDUAL INVESTOR
		(Signature)			(Subscription Amount)
		(Printed Name)			(Number of Offered Shares Subscribed)
	CORPORATION/LLC/TRUST INVESTOR
			(Name of Corporation/LLC/Trust)		(Subscription Amount)
		(Signature)
					(Number of Offered Shares Subscribed)
		(Printed Name)
		(Title)
	PARTNERSHIP INVESTOR
					$
		(Name of Partnership)			(Subscription Amount)
		(Signature)
					(Number of Offered Shares Subscribed)
		(Printed Name)
		(Title)
	COMPANY ACCEPTANCE

 

The foregoing subscription for _____________________ Offered Shares, a Subscription Amount of

 

$_____________________ is hereby accepted on behalf of CBD Life Sciences, Inc., a Nevada corporation,

 

this _____ day of ________, 202__.

 

CBD LIFE SCIENCES, INC.

 

 

By: _______________________

Lisa Nelson

CEO

 

 

 

 

Exhibit 12.1

 

NEWLAN LAW FIRM, PLLC

2201 Long Prairie Road – Suite 107-762

Flower Mound, Texas 75022

940-367-6154

 

 

March 6, 2025

 

 

CBD Life Sciences, Inc.

10953 N. Frank Lloyd Boulevard

Suite 108

Scottsdale, Arizona 85259

 

Re:       Offering Statement on Form 1-A

 

Gentlemen:

 

We have been requested by CBD Life Sciences, Inc., a Nevada corporation (the “Company”), to furnish you with our opinion as to the matters hereinafter set forth in connection with its offering statement on Form 1-A, including Post-Qualification Amendment No. 3 thereto (collectively, the “Offering Statement”), relating to the qualification of shares of the Company’s common stock under Regulation A promulgated under the Securities Act of 1933, as amended. Specifically, this opinion relates to 8,500,000,000 shares of the Company’s $.0001 par value common stock (the “Company Shares”).

 

In connection with this opinion, we have examined the Offering Statement, the Company’s Articles of Incorporation and Bylaws (each as amended to date), copies of the records of corporate proceedings of the Company and such other documents as we have deemed necessary to enable us to render the opinion hereinafter expressed.

 

For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Company and the due authorization, execution and delivery of all documents by the parties thereto other than the Company. We have not independently established or verified any facts relevant to the opinions expressed herein, but have relied upon statements and representations of officers and other representatives of the Company and others.

 

Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that the 8,500,000,000 Company Shares being offered by the Company will, when issued in accordance with the terms set forth in the Offering Statement, be legally issued, fully paid and non-assessable shares of common stock of the Company.

 

Our opinion expressed above is subject to the qualification that we express no opinion as to the applicability of, compliance with, or effect of any laws except the Nevada Revised Statutes (including the statutory provisions and reported judicial decisions interpreting the foregoing).

 

We hereby consent to the use of this opinion as an exhibit to the Offering Statement and to the reference to our name under the caption “Legal Matters” in the Offering Statement and in the offering circular included in the Offering Statement. We confirm that, as of the date hereof, we own no shares of the Company’s common stock, nor any other securities of the Company.

 

Sincerely,

 

/s/ Newlan Law Firm, PLLC

 

NEWLAN LAW FIRM, PLLC

 

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