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NEWLAN LAW FIRM, PLLC

2201 Long Prairie Road, Suite 107-762

Flower Mound, Texas 75022

 

March 17, 2025

 

Joshua Gorsky

Office of Life Sciences

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 

Re:CBD Life Sciences, Inc.

Post-Qualification Amendment No. 3 to

Offering Statement on Form 1-A

Filed March 6, 2025

File No. 024-12430

 

Dear Mr. Gorsky:

 

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

 

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

 

Cover Page

 

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

 

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

 

_______________________________________________

 

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

 

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

 

Thank you for your attention in this matter.

 

Sincerely,

 

NEWLAN LAW FIRM, PLLC

 

By: /s/ Eric Newlan

Eric Newlan

Managing Member

 

cc: CBD Life Sciences, Inc.