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CANNABINOID BIOSCIENCES, INC.

CANNABINOID BIOSCIENCES, INC.

Opportunity to get in on the ground floor of cannabis investment, with a Secured 12% Convertible Notes. Co. set for 2019 NASDAQ Reg. A+ IPO.

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Deal Type

Convertible Note

Funding Goal

$25,000

Current Reservations

$4,000

Minimum Reservation

$1,000

Deal Stage

Seed

Interest (% per year)

12.00%

Term Length (Months)

60 months

Valuation Cap

$217,000,000

Conversion Discount (%)

20%

Warrant Coverage (%)

N/A

Open Date

12/22/2018

Maximum Reservation

$75,000,000

Closing Date

11/29/2019

Elevator Pitch

An opportunity to get in on the ground floor of cannabis investment, with a Secured 12% Convertible Notes, with a $1,000 Note convertible into 125 shares of CBDZ Common Stock Reg. A+ listed at $10

KPIs

$54,000,000 Sales
31.48% ROI
Cash Flow Positive

Company Overview

Cannabinoid Biosciences, Inc. (“CBDZ”) is a biopharmaceutical company, which intends to engage in the discovery, development and commercialization of cures and novel therapeutics from proprietary cannabinoid, cannabidiol, endocannabinoids, phytocannabinoids, and synthetic cannabinoids product platform suitable for specific treatments in a broad range of disease areas. The Company intends to operate through Research and Development, and Pipeline Acquisition. The Company intends to commercialize its products through collaborations with pharmaceutical companies for the specific treatments of diseases and medical conditions.The company is also engaged in the following areas of the legal cannabis business: (1) Ownership interest in certain dispensaries and cultivation facilities; (2) financial products in form of asset-backed loans, business property mortgages and other financial products to qualified individuals/businesses in the legal-cannabis businesses; and (3) professional services including top-level financial reporting, Accounting, CSE Reporting, Business Valuation, Mergers & Acquisitions, GAAP/ IFRS Conversion, Pre IPO/RTO Prep, Section 280E Tax, and Biological Assets Valuation to cannabis businesses and investors in California at first, then to those within the other states that has legalized cannabis.

Cannabinoid Biosciences (CBDZ) is not a public company quoted on any of the know exchanges. CBDZ is currently working with several owners of dispensaries and cultivation facilities to rollup ten of these dispensary and IPO it on the nasdaq or New York stock exchange.

Our experienced management team has a combined sixteen years of successful experience in the legal cannabis industry in California. Cannabinoid Biosciences is launching throughout California and bringing its array of investments and services to each new state that legalizes the use of cannabis.

CBDZ wants to facilitate, invest-in, and support development and commercialization of cures and novel therapeutics from proprietary cannabinoid. This mission also entails providing financing and turnkey support services to the legal cannabis industry in the U.S. Our goal is to invest in, and lend to legal Cannabis businesses as well as build an array of turnkey solutions to open model dispensaries, production facilities, and product companies operating as community stewards for good business practice.

Two of our business units are in flux and have investment opportunities that we want to capitalize upon immediately:

  • Rollup and Consolidation: Investments into legal-cannabis businesses and deriving value from rollup/consolidation events that leads to IPO in US or Canada; and
  • Financial products in form of asset-backed loans, business property mortgages and other financial products to qualified individuals/businesses in the legal-cannabis businesses.

Opportunities for Rollup and Consolidation

CBDZ (WWW.CBDXFUND.COM) has agreed to rollup 10 dispensaries with $54 million in annual revenue. These rollup will IPO on the NASDAQ or NYSE and Canadian Securities Exchange (CSE) via Reg. A+, which is already filed with the SEC. Once our Reg A+ is qualified, CBDZ will be listed on the NASDAQ or NYSE. A $1,000 invested at this ground floor could fetch a lot more post-IPO because NASDAQ and NYSE market-participants pay between $131-$215 price to sale multiples for rollup/consolidated Cannabis businesses.

We need to raise $75 million to acquire ≥10 dispensaries which we’ll rollup into our holding company and IPO on the NASDAQ or New York Stock Exchange.All our targeted acquisitions are profitable operations.We plan to keep 50% of the profits for future growth, and pay 50% back to our investors as dividends.

Value Proposition:

  • CBDZ provide investors with opportunity to invest in the cannabis industry at the ground floor.For example, if an investor wants to invest in the publicly traded cannabis businesses on the stock market today, the investor would be paying $131-$215 price to sale multiples.
  • Investing with us would give the investors a better deal because we’ll be acquiring cannabis businesses at close to 2:1 investment to revenue.For example, with the 10 dispensaries identified, we’ll be buying at less than $2.00 for every $1.00 of revenue.

Value-adding Processes

Our proforma financial projection showed that this rollup could be worth $4.6 billion on the stock exchange once CBDZ have finished rollup and consolidation of all the 10 dispensaries and cultivation facilities.This valuation is based on the weighted average multiple of X-sales and X-net profit of cannabis businesses currently trading on the exchanges.

Traction

  • Company was formed

    May, 2014
  • Filed Regulation A+ with the U.S. Securities and Exchange Commission (SEC).

    December, 2018
  • Finalized Regulation D 506(c) offering for its Secured Convertible Note paying 12% annual interest. A $1,000 Note is convertible into 125

    December, 2018
  • CBDZ is in the middle of negotiating employment agreement with certain CBD/THC scientist as a Chief Scientific Officer, to join our team.

    December, 2018
  • As part of this agreement, CBDZ would acquire all prior invention of the scientist including all cannabis/hemp based formulations.

    December, 2018
  • CBDZ is negotiating with the largest Indian reservation in Portland, Oregon to secure a large land to grow cannabis and to open a dispensary

    December, 2018

Pitch Deck

Previous Funding

  • $57,000 Equity
  • Raise Source: Self
  • November 2018

Frequently Asked Questions

What is Cannabinoid Biosciences offering?

CBDZ is offering a Secured Convertible Note paying 12% annual interest. A $1,000 Note is convertible into 125 shares of CBDZ Common Stock which is currently being registered with the SEC under Reg. A+, to be sold at $10 per share.

What is the minimum investment?

The minimum investment is $1,000 per unit of our Secured Convertible Notes offered under Reg. D 506 (c).

What would the money raised be used for?

CBDZ has agreed to buy 10 dispensaries with $54 million in annual revenue. These rollup will IPO on the NASDAQ or NYSE and Canadian Securities Exchange (CSE).

What value do I get for my $1,000 investment?

CBDZ has agreed to buy 10 dispensaries with $54 million in annual revenue, IPO the rollup on the NASDAQ or NYSE and Canadian Securities Exchange (CSE). Once CBDZ successfully listed on the NASDAQ, the A $1,000 invested at this ground floor could fetch a lot more post-IPO because NASDAQ and NYSE market-participants pay between $131-$215 price to sale multiples for rollup/consolidated Cannabis businesses. Meaning that our investors would pay $2 for $1 of revenue at a time when the stock market participants are paying $215 for $1 of revenue. See. https://seekingalpha.com/article/4230363-hexo-undervalued-seeking-nyse-listing

How would the value be derived?

This valuation is based on the weighted average multiple of X-sales and X-net profit of cannabis businesses currently trading on the exchanges. Publicly traded cannabis businesses on the stock market today are trading at $131-$215 to every $1.00 of revenue on average. Applying that multiple to CBDZ projected revenue of $54 million would give CBDZ a mean valuation of $4.6 billion.

What about this "talk" about Regulation A+?

CBDZ has filed a regulation A+ Tier 2 Circular to raise $50 million via crowdfunding. CBDZ is an economic vehicle inspired by the principals experience helping other business owners rollup dispensaries and then conducting IPO to rack in millions of dollars in capital appreciation. CBDZ was created to provide ordinary people and small investors, a quantified opportunity to get in at the ground floor of Cannabis investment, at $2 for $1 of revenue by funding and investing in high-grossing Cannabis dispensaries and high-yield cultivation facilities within state where Cannabis business is legal. Giving non-accredited* investors a chance to own shares and equity in a portfolio of Cannabis assets and businesses in within state where Cannabis business is legal.

When will I receive my first dividend?

CBDZ should be considered a long-term investment vehicle. Each investment is subject to a 12-month lock-up period*. Following this lock-up period, Cannabinoid Biosciences will distribute dividends quarterly based on the profitability of the Cannabis fund. CBDZ intend to payout about 50% of its net income as dividends to shareholders annually.

Can I take my money out of CBDZ fund?

After the 12 month lock-up period during which no withdrawals will be completed by any investor, CBDZ will use its best efforts to honor requests for a return of capital subject to, among other things, the Company's then available cash flow, financial condition, and approval by the Management. The maximum aggregate amount of capital that the Company will return to the investors each calendar year is limited to 50.0% of the net income of the Company as of December 31 of the prior year.

Hypothetically, how much money can I make off an investment?

Hypothetically, if the fund achieves a 30% return, you, the investor would receive a dividends of 50% of the 30%. The remaining 50% would be reinvested into the fund for more acquisitions and growth.

How are deals selected?

Our principals have extensive experience working in the legal-cannabis industry and has been part of a team that did several rollups of dispensaries and cultivation facilities into holding companies that were taken public on the Canadian Securities Exchange (CSE). The CBDZ acquisitions team that consists of Cannabis industry professionals with over 20+ years of combined experience in analyzing Cannabis deals, underwriting, accounting and legal will select eligible Cannabis opportunities on behalf of the fund.

Is there risk associated with this investment or is my investment guaranteed?

As with all investments there is level of risk to be weighed against the potential return to consider when purchasing shares of any kind. However, CBDZ investors receive an 50% of net income and the remaining 50% is reinvested by the fund.

Risks & Disclosures

Please be advised that this Business Plan contains "forward-looking statements" that include information related to future events and future financial and operating performance. The words "may," "would," "will," "expect," "estimate," "can," "believe," "potential" and similar expressions and variations thereof are intended to identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which that performance or those results will be achieved. Forward-looking statements are based on information available at the time they are made and/or management's good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause these differences include, but are not limited to: the ability of Cannabinoid Biosciences to secure appropriate funding to implement its Business Plan, the demand for Cannabinoid Biosciences’ services, Cannabinoid Biosciences’ ability to maintain customer and strategic business relationships, the regulation of legal cannabis on state, federal, and local levels, the consummation of relationships with third-party technology partners, the impact of competitive entities, products, and pricing, growth in targeted markets, and other information that may be detailed from time-to-time in Cannabinoid Biosciences' filings with the United States Securities and Exchange Commission. Cannabinoid Biosciences undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

More simply, certain estimates and projections prepared by the company are presented in this Business Plan. Such estimates and projections are subject to significant economic and business uncertainties, many of which are beyond the control of the company. The legal environment related to legal cannabis in California and nationwide also may significantly impact the accuracy of these estimates and projections. Although such projections are believed to be realistic as of November 26, 2018, no representations can be made as to their attainability.

An investment in our Secured 12% Convertible Notes offered under Reg. D 506 (c) involves a high degree of risk. You should carefully consider the risks described below, together with all of the other information included in this Offering, before making an investment decision. The risks and uncertainties described below are not the only ones that impact our operations and business. Additional risks and uncertainties not presently known to us, or that we currently consider immaterial, may also impair our business or operations. If any of the following risks, uncertainties, and other factors actually occurs, it could materially and adversely affect us and our business, financial condition, results of operations, cash flows, or prospects could suffer. In that case, the value or trading price of our shares of common stock could decline and you may lose all or part of your investment. See “Cautionary Note Regarding Forward Looking Statements” above for a discussion of forward-looking statements and the significance of such statements in the context of this Offering Circular.

Risks Related to Our Company

Going Concern

Our financial statements appearing elsewhere in this Offering Circular have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company's ability to continue as a going concern is contingent upon its ability to raise additional capital as required. During period from May 6, 2014 (inception) through September 30, 2018, the Company incurred net losses of $14,976.

We have no operating history on which to judge our business prospects and management.

The Company was incorporated on May 6, 2014 and has not conducted any major operations since then. The Company was incorporated pursuant to the simultaneous filing of the Company’s certificate of incorporation, as filed and stamped by the California Secretary of State on May 6, 2014.Accordingly, we have virtually no operating history upon which to base an evaluation of our business and prospects. Operating results for future periods are subject to numerous uncertainties and we cannot assure you that the Company will achieve or sustain profitability. The Company’s prospects must be considered in light of the risks encountered by companies in the early stage of development, particularly companies in new and rapidly evolving markets. Future operating results will depend upon many factors, including our success in attracting and retaining motivated and qualified personnel, our ability to establish short term credit lines or obtain financing from other sources, such as the contemplated offering, our ability to develop and market new products, control costs, and general economic conditions. We cannot assure you that the Company will successfully address any of these risks.

We are subject to all of the risks of a development stage Company.

We should be considered a “Development Stage Company,” and our operations will be subject to all the risks inherent in the establishment of a new business enterprise, including, but not limited to, hurdles or barriers to the implementation of our business plans. Further, because there is no history of operations there is also no operating history from which to evaluate our executive management’s ability to manage our business and operations and achieve our goals or the likely performance of the Company. Prospective investors should also consider the fact that our management team has not previously developed or managed similar companies. No assurances can be given that we will be able to achieve or sustain profitability.

Our continuing as a going concern depends upon financing.

If we are not able to raise additional capital, we will be unable to operate our business or continue as a going concern. In additional, if we do not raise sufficient capital and we continue to experience pre-operating losses, there will most likely be substantial doubt as to our ability to continue as a going concern. Because we have generated no revenue, all expenditures during our development stage have been recorded as pre-operating losses. Revenue operations have not commenced because we have not raised the necessary capital to acquire the facilities needed for our biopharmaceutical research and development operations.

Inadequacy of capital.

The expected gross offering proceeds of a maximum of $70,000,000 to $75,000,000 may never be realized. While we believe that such proceeds will capitalize and sustain us to allow for the continued development and implementation of our business plan, if only a fraction of this Offering is sold, or if certain assumptions contained in the business plans prove to be incorrect, we may have inadequate funds to fully develop our business. Although we believe that the proceeds from this Offering will be sufficient to help sustain our development process and business operations, there is no guarantee that we will raise all the funds needed to adequately fund our business plan.

We will require substantial additional funding which may not be available to us on acceptable terms, or at all. If we fail to raise the necessary additional capital, we may be unable to complete the development and commercialization of our products, or continue our development programs.

We expect to significantly increase our spending to advance our financing products and services. We will require additional capital for the further promotion of our products, as well as to fund our other operating expenses and capital expenditures. We cannot be certain that additional funding will be available on acceptable terms, or at all. If we are unable to raise additional capital in sufficient amounts or on terms acceptable to us, we may have to significantly delay, scale back or discontinue the promotion of our products and services. We may also seek collaborators for the products at an earlier stage than otherwise would be desirable or on terms that are less favorable than might otherwise be available. Any of these events could significantly harm our business, financial condition and prospects. Our future capital requirements will depend on many factors, including:

The time and costs involved in obtaining regulatory approvals for our biopharma product candidates, if any;

Our plans to establish sales, marketing and/or manufacturing capabilities;

The effect of competing financial products, technological and market developments;

The terms and timing of any collaborative, licensing and other arrangements that we may establish;

General market conditions for offerings financing and services to legal-cannabis businesses;

Our ability to establish, enforce and maintain selected strategic alliances required for our product promotion; and

Our revenues, if any, from our financial products and services.

If we raise additional funds by issuing equity or convertible debt securities, we will reduce the percentage of ownership of the then-existing shareholders, and the holders of those newly-issued equity or convertible debt securities may have rights, preferences, or privileges senior to those possessed by our then-existing shareholders. Additionally, future sales of a substantial number of shares of our Common Stock, or other equity-related securities in the public market could depress the market price of our Common Stock and impair our ability to raise capital through the sale of additional equity or equity-linked securities. We cannot predict the effect that future sales of our Common Stock, or other equity-related securities would have on the market price of our Common Stock at any given time.

We will need but may be unable to obtain additional funding on satisfactory terms, which could dilute our shareholders or impose burdensome financial restrictions on our business.

We have relied upon cash from financing activities and in the future, we expect to rely on the proceeds from this Offering, future debt and/or equity financings, and we hope to rely on revenues generated from operations to fund all of the cash requirements of our activities. However, there can be no assurance that we will be able to generate any significant cash from our operating activities in the future. Future financings may not be available on a timely basis, in sufficient amounts or on terms acceptable to us, if at all. Any debt financing or other financing of securities senior to the Common Stock will likely include financial and other covenants that will restrict our flexibility. Any failure to comply with these covenants would have a material adverse effect on our business, prospects, financial condition and results of operations because we could lose our existing sources of funding and impair our ability to secure new sources of funding. However, there can be no assurance that the Company will be able to generate any investor interest in its securities. If we do not obtain additional financing, our business will never commence, in which case you would likely lose the entirety of your investment in us.

We are at an early stage of development as a company and currently have no source of revenue and may never become profitable.

We are a development-stage technology company that has little to no operation since inception in 2014. As a recently formed development-stage company, we are subject to all of the risks and uncertainties of a new business, including the risk that we may never develop, complete development or market any of our products or services and we may never generate product or services related revenues. Accordingly, we have only a limited history upon which an evaluation of our prospects and future performance can be made. If we are unable to generate revenue, we will not become profitable, and we may be unable to continue our operations. Furthermore, our proposed operations are subject to all business risks associated with new enterprises. The likelihood of our success must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the expansion of a business, operation in a competitive industry, and the continued development of advertising, promotions and a corresponding customer base. There can be no assurances that we will operate profitably.

We rely on our management team, which has limited experience working together.

We depend on a small number of executive officers and other members of management to work effectively as a team, to execute our business strategy and business plan, and to manage employees and consultants. Our success will be dependent on the personal efforts of our Chief Executive Officer (and controlling shareholder), Ms. Ogbozor, our Charirman, Dr. Mbagwu, our General Counsel, Mr. Uzoh, our CFO Mr. Igwealor, our CBDO, Mr. Davis and other key personnel.Any of our officers or employees can terminate his or her employment relationship at any time, and the loss of the services of such individuals could have a material adverse effect on our business and prospects. Moreover, after the termination of this Offering, our CEO and controlling shareholder, Ms. Ogbozor, may elect to remove or replace certain members of our Board of Directors under certain circumstances pursuant to our Bylaws. The ability to control a shareholder vote and remove one or more of our directors, also, indirectly enables our controlling shareholder to terminate and/or replace our executive officers. As a result, Ms. Ogbozor holds significant power to control or effectuate significant changes to the composition of our Board of Directors and our management team. Our management team has worked together for only a very short period of time, and may not work well together as a management team.

We have no long-term employment agreements in place with our executive officers.

As of the date of this Offering Circular we only have unwritten short-term, interim employment arrangements with our senior executive officers that expire on December 31, 2019. We are currently negotiating compensation packages and the terms of formal employment agreements with our executive officers and we anticipate the any such employment agreement entered into with our executive officers will be on terms no less favorable to our executive officers than the terms of their respective interim arrangement. There is a risk that the Company and any one or more of our executive officers will not reach an agreement with respect to their employment agreements, in part because we expect their compensation packages will be comprised of cash compensation, equity compensation (e.g. stock options, warrants or stock grants), as well as standard benefits and other terms customary for executive officers of similar experience and tenure. Although we intend to finalize negotiations with respect to these employment agreements with each of our executive officers in the near future, if we fail to reach mutually satisfactory agreements in this regard, any one or more of such persons may terminate their association with the Company. Additionally, we are also highly dependent on certain consultants and service providers, including our development partners and our marketing and advertising service providers, some of which are affiliates of the Company and our officers and directors. The loss of any one or more of these experienced executives, consultants, service providers and/or development partners would have a material and adverse effect on our Company and our business prospects.

Our ability to succeed depends on our ability to grow our business and achieve profitability.

We may not be successful in executing our development and/or growth strategy, and even if we are successful in the development and commercialization of services and achieve targeted growth, we may not be able to achieve or sustain profitability. Failure to successfully execute any material part of our development strategy or growth strategy would significantly impair our future growth and our ability to attract and sustain investments in our business.

Raising additional capital by issuing additional securities may cause dilution to our current and future shareholders.

We will need to, or desire to, raise substantial additional capital in the future. Our future capital requirements will depend on many factors, including, among others:

Our degree of success in selling our financial products and related services;

The costs of establishing or acquiring sales, and marketing for our services;

The extent to which we acquire or invest in businesses, products, or technologies, and other strategic relationships; and

The costs of financing unanticipated working capital requirements and responding to competitive pressures.

If we raise additional funds by issuing equity or convertible debt securities, we will reduce the percentage of ownership of the then-existing shareholders, and the holders of those newly-issued equity or convertible debt securities may have rights, preferences, or privileges senior to those possessed by our then-existing shareholders. Additionally, future sales of a substantial number of shares of our Common Stock, or other equity-related securities in the public market could depress the market price of our Common Stock and impair our ability to raise capital through the sale of additional equity or equity-linked securities. We cannot predict the effect that future sales of our Common Stock, or other equity-related securities would have on the market price of our Common Stock at any given time.

We are significantly influenced by our officers, directors and entities affiliated with them.

In the aggregate, ownership of the Company’s shares of Common Stock by management and affiliated parties, assuming the sale of the Maximum Offering, will represent approximately 55.30% of the issued and outstanding shares of Common Stock. These shareholders, if acting together, will be able to significantly influence all matters requiring approval by shareholders, including the election of directors and the approval of mergers or other business combinations transactions. Please see “Security Ownership of Management & Certain Security Holders” below for more information.

Our future performance is dependent on the ability to retain key personnel. The Company’s performance is substantially dependent on the performance of senior management. The loss of the services of any of its executive officers or other key employees could have a material adverse effect on the Company's business, results of operations and financial condition.

Documents

Confidential

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