July 16, 2019

Brian John
Chief Executive Officer
CBD Brands, Inc.
725 N. Hwy A1A, Suite C-106
Jupiter, FL 33477

       Re: CBD Brands, Inc.
           Offering Statement on Form 1-A
           Filed June 21, 2019
           File No. 024-11021

Dear Mr. John:

       We have reviewed your offering statement and have the following
comments. In some of
our comments, we may ask you to provide us with information so we may better
understand your
disclosure.

       Please respond to this letter by amending your offering statement and
providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response. After reviewing any amendment to your offering statement and the
information you
provide in response to these comments, we may have additional comments.

Form 1-A filed June 21, 2019

General, page i

1.    You have checked the box indicating you meet the criteria for eligibility
for the use of
      Form 1-A. Securities Act Rule 251(b)(3) provides that Form 1-A is not
available for
      issuers of securities that are development stage companies that either
have no specific
      business plan or purpose, or have indicated that their business plan is
to merge with or
      acquire an unidentified company or companies. You disclose you are a
development stage
      company with a business plan to merge with an unidentified company. We
also note from
      page 15 that your principal use of proceeds from the offering is to
engage in acquisitions.
      Please provide us with your analysis as to why you believe you are
eligible to use
      Regulation A for the proposed transaction. Please refer to Securities Act
Rule 251(b)(3).
2.    We note that your forum selection provision in your Subscription
Agreement identifies the
      state and federal courts in Wilmington, Delaware as the exclusive forum
for certain
      litigation. Under an appropriately titled risk factor please describe the
exclusive forum
 Brian John
FirstName LastNameBrian John
CBD Brands, Inc.
Comapany NameCBD Brands, Inc.
July 16, 2019
July 16, 2019 Page 2
Page 2
FirstName LastName
         provision and the types of actions to which it relates, and disclose
that such a provision
         may limit a shareholder's ability to bring a claim in a judicial forum
that it finds favorable
         for disputes with the company and its directors, officers, or other
employees and may
         discourage lawsuits with respect to such claims. Please disclose
whether this provision
         applies to actions arising under the Securities Act or Exchange Act.
If this provision does
         not apply to actions arising under the Securities Act or Exchange Act,
please also ensure
         that the exclusive forum provision in your Subscription Agreement
states this clearly, or
         tell us how you will inform investors in future filings that the
provision does not apply to
         any actions arising under the Securities Act or Exchange Act.
Description of Business, page 16

3.       We note disclosures of your business involving beverages on page 8,
fashion, apparel,
         beverages and block chain in your Plan of Operation section on page
18, and developing
         the use of CBD in the treatment of diseases such as cancer, arthritis,
anxiety, insomnia,
         psoriasis, chronic pain on page F-6. Please revise to make the
disclosures of your business
         consistent throughout the filing.
Signatures, page 29

4.       Please revise the signature page so that all future amendments are
also signed by
         your principal accounting officer and a majority of the members of
your board of
         directors. To the extent someone is signing in more than one capacity,
indicate each
         capacity in which such person is signing. Refer to Instruction 1 to
Signatures on Form 1-
         A.
Financial Statements, page F-1

5.       It appears your financial statements for the period ended March 31,
2019 are unaudited. If
         true, please label them as such.
        We will consider qualifying your offering statement at your request. If
a participant in
your offering is required to clear its compensation arrangements with FINRA,
please have
FINRA advise us that it has no objections to the compensation arrangements
prior to
qualification.

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff. We also remind you that, following qualification of your
Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a
Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered
by the report.

       You may contact Tracie Mariner (Staff Accountant) at (202) 551-3744 or
Terence
O'Brien (Accounting Branch Chief) at (202) 551-3355 if you have questions
regarding
comments on the financial statements and related matters. Please contact Sherry
Haywood (Staff
 Brian John
CBD Brands, Inc.
July 16, 2019
Page 3

Attorney) at (202) 551-3345 or Asia Timmons-Pierce (Special Counsel) at (202)
551-3754 with
any other questions.



                                                         Sincerely,
FirstName LastNameBrian John
                                                         Division of
Corporation Finance
Comapany NameCBD Brands, Inc.
                                                         Office of
Manufacturing and
July 16, 2019 Page 3                                     Construction
FirstName LastName