December 31, 2019

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

       Re: CBD Brands, Inc.
           Amendment No. 1 to Draft Registration Statement on Form S-1
           Submitted December 13, 2019
           CIK No. 0001760903

Dear Mr. John:

      We have reviewed your amended draft registration 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 providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. 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 the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Amendment No. 1 to Draft Registration Statement on Form S-1

Prospectus Summary
Business Operations, page 1

1.     We note your revisions in response to prior comment 3 on page 1. Please
further revise to
       avoid using jargon and to explain the tests and their results so that a
lay person can
       understand. With respect to the sun care products noted on page 2 that
are in "various
       stages of FDA required testing," please clarify whether the tests
described on page 1 are
       the tests to which you are referring here. If not, please expand your
disclosure to describe
       the tests and their results.
 Brian S. John
FirstName LastNameBrian S. John
CBD Brands, Inc.
Comapany31, 2019 Brands, Inc.
December NameCBD
Page 2
December 31, 2019 Page 2
FirstName LastName
Our Growth Strategy, page 2

2.       We note your revised disclosure in response to prior comment 5.
However, your revised
         disclosure on page 1 continues to imply that your products that are
infused with CBD will
         have certain benefits through the activation of CB2, even though on
page 2 you state that
         you cannot make any claims as to such benefits prior to performing
certain testing. We
         also note you continue to refer to the addition of CBD to increase
efficacy of products on
         pages 2 and 33. Please reconcile and revise your disclosure throughout
your prospectus
         accordingly.
3.       We note your response to prior comment 6, but it remains unclear what
the nature of the
         specialty clinics will be. Please revise to explain, for example, what
the purpose of the
         clinics will be, what products and/or services will be provided there,
whether workers
         there will be employed by the company, who you are referring to by the
term
         "recommending physicians" and what your relationship to such
physicians will be.
Our Market Opportunity, page 2

4.       We note your response to prior comment 12 that you compete in the "sun
care and CBD
         markets." Where you discuss your market opportunity on page 2 and
elsewhere, we note
         you discuss the size of the "collective market for CBD sales" and an
expected compound
         annual growth rate through 2024. Please tell us why you believe it is
appropriate to
         include these figures when your current sun care and even future skin
care products
         represent only a portion of "the collective market for CBD."
Alternatively, revise to
         remove this disclosure or provide disclosure tailored to your
addressable market.
Use of Proceeds, page 22

5.       Please expand the disclosure added in response to prior comment 17 to
include the
         approximate amount intended to be used for each such purpose. In
addition, where you
         indicate that proceeds will be used for "product research and
development costs" and
         "clinical research and trials," also identify the product
candidate(s), the amounts to be
         allocated to each candidate, and how far in the development of the
candidate you expect to
         reach with the offering proceeds.
Business, page 32

6.       We note your response to prior comment 22, but it remains unclear why
you describe the
         research protocol detailed on page 32 as "abbreviated." If you are
following a typical
         research protocol for approval by the FDA, please revise to delete
this characterization.
Intellectual Property, page 32

7.       Please expand your disclosure in response to prior comment 25 to
clarify to which
         product(s) the provision patent application relates.
 Brian S. John
CBD Brands, Inc.
December 31, 2019
Page 3

       You may contact Kristin Lochhead at 202-551-3664 or Kate Tillan at
202-551-3604 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Mary Beth Breslin at 202-551-3625 with any other questions.



                                                          Sincerely,
FirstName LastNameBrian S. John
                                                          Division of
Corporation Finance
Comapany NameCBD Brands, Inc.
                                                          Office of Life
Sciences
December 31, 2019 Page 3
cc:       Arthur Marcus
FirstName LastName