CANNABINOID BIOSCIENCES, INC.

Opportunity to get in on the ground floor of CBD in...

Raising $2,000,000
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Quick Pitch

Cannabinoid Biosciences, Inc. (“CBDZ”), is a California based Biopharmaceutical Company seeks to revolutionize and standardize the pharmaceuticals and non-pharmaceutical CBD products formulations and applications across the CBD market in the United States of America.

We are raising $50 million through Regulation A+ T2, to acquire 10 CBD operations, with $54 million in annual revenue, which we’ll rollup into our holding company and IPO on the NASDAQ or New York Stock Exchange; Our Regulation A+ T2 Offering Circular has been registered and was qualified by the US Securities and Exchange Commission (SEC) on April 16, 2019.

Value Proposition

CBDZ shares is sold at $10 per share.  Buying our shares would give you an opportunity to get in on the ground floor of CBD investment because you’ll be paying $2 per every $1 of revenue.  This is based on the fact that CBDZ has agreed to buy 10 CBD operations, with $54 million in annual revenue, from their current owners for $49 million.   A $1.00 invested with CBDZ today could be worth approximately something between $21.5 to $215 after our value-adding rollup and consolidation activities with the acquisitions.   We believe that a successful rollup as the one we are contemplating would fetch about $4.6 billion after consolidation and listing on NASDAQ or NYSE.

Compared to investment in CURR, which trades at 327 times revenue or CURLF - Curaleaf Holdings, Inc., which is trading at 27 time revenue, your CBDZ investment would be at a big discount.  If we apply CURLF multiples for CBDZ, the shares would be trading at $135 per share at IPO.   If we apply CURR multiples for CBDZ, the shares would be trading at $1,635 per share at IPO.  E.g., Cronos is currently trading at 209x sales. The investor would be getting for $1, a stock that has not be assigned the standard industry multiple of $131. That is ground floor of CBD/Hemp investment.  Our process adds value based on current market trend.  On August 15, 2018, Constellation Brands (STZ), invested $4 billion in Canopy Growth (CGC) for approximately 38% of Canopy.  Canopy’s most recent annual reports showed the company has $73 million of revenue in its most recent fiscal year.  STZ paid $144 times $1 of revenue of Canopy.  On December 8, 2018, Altria, the manufacturer Marlboro cigarettes paid $1.8 billion for 45% stake of Cronos Group, Inc. (CRON), a Nasdaq-traded Canadian cannabis company with a number of dispensaries and cultivation facilities. Cronos’ most recent annual reports showed the company has $16 million of revenue in its most recent fiscal year.  Thus, Altria paid $250 times $1 of revenue of Cronos. 

 In pursuit our goal of getting listed or up-listed on the Nasdaq within the next 12 months, we acquired 70 million shares (voting control) of Kid Castle Educational Corporation (OTCPINK: KDCE) on October 21, 2019. See. https://finance.yahoo.com/quote/KDCE?p=KDCE&.tsrc=fin-srch  See also. https://seekingalpha.com/symbol/KDCE?s=kdce

Since the disclosure of our acquisition, the stock price of KDCE has traded between $0.02 to $2.50, for a market cap of between $72 million and $250 million.  Following the acquisition, CBDZ appointed Mr. F I Igwealor as the KDCE's Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors effective 10/21/2019.  We have a PCAOB auditor ready to work with CBDZ to ready it for Nasdaq listing within the next 12 months.  

Opportunity for capital appreciation:  The market reaction to our acquisition of KDCE validated our hypothesis about the potential capital appreciation.  Many cannabis companies on the exchange are not doing well because they were overpriced and overvalued and failed to use their market over-valuation to build real assets and revenues.  Now their judgment day has come.  GWPH like Cannabiniod Biosciences is different because their biopharmaceutical agenda. 

So, our hypothesis on capital appreciation was validated on Friday, October 24, 2019.  That morning, the SEC released our 8K filing disclosing that CBDZ had taken control of KDCE.  That news caused the stock price to spike as high as 8,000% before settling down and closing at 4,050% gain on the first day of its trade post-takeover by  Cannabiniod Biosciences, Inc.  See.  https://seekingalpha.com/filing/4672657. See also. https://www.sec.gov/Archives/edgar/data/1049011/000176031919000021/form8kchangekdce1.htm

The over 4,000% increase on the first day of trade was largely due to two factors namely: (1)  Cannabiniod Biosciences, Inc., the acquirer is positioning itself to become the CBD king in the United States (being the first CBD Reg A+ to be qualified by the SEC); and (2) the caliber and quality of the management  Cannabiniod Biosciences, Inc. is bringing to KDCE, namely a highly qualified financial manager in Frank Igwealor, JD, CPA, CMA, CFM, MBA, MSRM, and a highly-qualified and well-established medical doctor in the person of Dr. Solomon KS Mbagwu.   

There is no guarantee that these feet would be repeated in the future, but the occurrence on Friday alone has validated our template and projections.  Now, one thing we must assure you is the fact that we would not sit on our CBD/Hemp market valuation without using it to add revenue and assets to our financials.

On how much our Reg A+ has raised so far, we are glad to report that even though the company formally launched of its crowdfunding campaign for September 28, 2019, CBDZ has already received investment commitment of about $7.6 million from a diverse group of 347 individual and institutional investors.  See. www.crowdfunder.com/cbdxfund/. Since CBDZ selected KoreConX as our transfer agent and engaged Primetrust’s FundAmerica.com, we have been able to bank a material amount of the investment commitment. Our staff alongside FundAmerica are diligently working to bank all investment commitment after the AML and KYC processes.    

Product/Service Details

Cannabinoid Biosciences, Inc. (“CBDZ”), a California based Biopharmaceutical Company seeks to revolutionize and standardize the pharmaceuticals and non-pharmaceutical CBD products formulations and applications across the CBD market in the United States of America. The company is engaged in the following areas of the legal CBD business: (1) Ownership interest in certain businesses that extract, purchase and distribute Bulk Pure CBD, Isolate, Hemp Oil, THC-free CBD Distillate and Crude CBD Oil; (2) Partnerships with local farmers to grow farm bill compliant hemp biomass; (3) Partnerships with extract facilities across the U.S. who manufacture hemp-based ingredients to meet the specific needs financial products in form of asset-backed loans, business property mortgages and other financial products to qualified individuals/businesses in the legal-CBD businesses; and (4) 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 CBD/Hemp businesses and investors.  

The CBD market in the US is very fragmented, lack established process control and protocols, and is without formulations standardization.  CBDZ is stepping into this space to standardize and reorganize this market, establish process control (benchmarks and protocols), and create formulation standards for the industry. CBDZ seeks to control the production and distribution of verities of consumer cannabidiol (CBD) formulation under private brands in the United States. CBDZ’s goal is to bring standardization to the CBD industry, the same way that John D Rockefeller’s Standard Oil brought standardization to crude refining in the United States in the nineteenth century.  Our process standardization would entail steps that include (a) ethanol extraction system, (b) winterization to remove fats; (c) multiple rounds of rotary evaporation are used to remove plant material and other unnecessary components; (d) extract decarboxylation to transform into a crystalline structure with a proprietary post-processing technique; and (e) get the extract tested by third-party laboratories, package it, and get it ready for shipment.

In addition, CBDZ 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. CBDZ intends to establish a leading position in the development of plant-derived cannabinoid therapeutics through a proven drug discovery and development processes, intellectual property portfolio and regulatory and manufacturing expertise.

Just in June, 2018 the U.S. Food and Drug Administration (FDA) has approved CBD based formulation such as Epidiolex® for seizures associated with Lennox-Gastaut syndrome or Dravet Syndrome, two rare and severe early-onset, drug-resistant epilepsy syndromes. This is the first cannabis plant-derived medicine ever approved by the FDA and it has been rescheduled by the U.S. DEA to a schedule V. In similar development, on December 12, 2018, U.S. Congress approved a Bill to Make CBD Federally Legal. Passage of 2018 Farm Bill clarifies CBD legal status and lets U.S. farmers grow hemp, but some regulatory questions remain.  Thus, the conclusion that regulatory trajectory of CBD industry in the U.S. is favorably improving daily.

We are raising $50 million to acquire CBD operations 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 and reinvest 50% of the profits to capitalize on growth opportunities, and pay 50% back to our investors as dividends.

Value Proposition:

CBDZ provide investors with opportunity to invest in the CBD/Hemp 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 $131.00 for every $1.00 of revenue on average. 

Investing with us would give the investors a better deal because we’ll be acquiring CBD/Hemp businesses at close to 2:1 investment to revenue.  For example, with the CBD operations identified, we’ll be buying at less than $2.00 for every $1.00 of revenue. 

Traction & Accomplishments

Company was formed

MAY 06, 2014

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

DECEMBER 11, 2018

Finalized Regulation D 506(c) offering for its Secured Convertible Note paying 8% annual interest. A $1,000 Note is convertible into 80 shares of our common stock

MARCH 8, 2019

CBDZ's Regulation A+ Offering Circular was QUALIFIED by the United States Securities and Exchange Commission (SEC)

APRIL 16, 2019

Strategy

Build a marketing team to build out social media and others and disseminate our message.
Direct marketing of our Regulation A+ T2 Offering and follow-through with potential investors.
Join industry groups, invite influencers to help, get free press, build out a crowdfunding platform.
Get tables at CBD, Hemp and biopharmaceutical fairs, workshops and seminars. 

Short Term Plans

Raise $5 million before the end of Q4 2019.


Find financing partners ASAP to leverage funds raised and start facilities acquisition.


Build company’s portfolio by acquiring CBD/Hemp operation one-at-a-time (buy 2 CBD/Hemp operation).

Rollup and consolidate the revenue and assets of acquired CBD/Hemp operation.

Buy a PINK sheet shell/non-shell and start cleaning it for uplisting to the NASDAQ. (Done).

Optimize an ecommerce platform to enable nationwide distribution of brand’s CBD.
Make Company’s first Dividend distribution (50% of net profit).

How We're Different

 In pursuit our goal of getting listed or up-listed on the Nasdaq within the next 12 months, we acquired 70 million shares (voting control) of Kid Castle Educational Corporation (OTCPINK: KDCE) on October 21, 2019. See. https://finance.yahoo.com/quote/KDCE?p=KDCE&.tsrc=fin-srch  See also. https://seekingalpha.com/symbol/KDCE?s=kdce

On November 15, 2019, Kid Castle Educational Corporation, through its wholly owned subsidiary, Cannabinoid Bioscinces, Inc. completed the acquisition of CannabidiolHemp (http://CannabidiolHemp.net), a premium CBD quality aggregator and standard validator

This is the beginning of many acquisitions to build Kid Castle into a major “pure-play” CBD operation. Starting with CBD distribution channel, like CannabidiolHemp, Kid Castle is well on its way to become the most vertically integrated “pure-play” CBD operation in the US

Team

Frank I Igwealor, CPA, JD, MBA, CMA, CFM, MSRM - Sr. Vice President and CFO

Astute financial, consummate accountant and driven business management and operational expert.  


Provides strategic leadership, management and oversight of accounting and finance, FPNA, internal audit, accounting policies and procedures, and internal controls; directed financial statements preparation and analysis; recommends improvements to ensure the integrity of a company's financial information. Mr. Igwealor has been with the company since its founding in May 2014 and has served in various capacities until November 2018 when he became the CFO. Mr. Igwealor is a financial manager with broad technical and management experience in accounting, finance, and business advisory. Mr. Igwealor is a Certified Financial Manager, Certified Management Accountant, and Certified Public Accountant. Frank has been an accountant at Goldstein Franklin, a Los Angeles based local CPA firm since November 2011. Before Goldstein Franklin, Mr. Igwealor was the Sr. Vice President and CFO of Los Angeles Neighborhood Housing between May 2007 and October 2011. During the sixteen years prior to his joining Los Angeles Neighborhood Housing as the chief financial officer, Mr. Igwealor worked in various financial management, accounting, strategic planning, risk management, restructuring, recapitalization and turnaround capacities for various big and small businesses where he helped save or preserve about 252 American jobs that would have otherwise been lost through liquidations. Mr. Igwealor’s professional education includes (1) BA in Accounting from Union Institute & University; (2) BA in Economics from Union Institute & University; (3) MBA finance from California State University, Dominguez Hills; (4) Masters in Risk Management at New York University; and (5) Juris Doctor from Southwestern School of Law.


Patience C Ogbozor - President and CEO

Astute pharmacy operations and business management expert.  


Ms. Ogbozor joined Cannabinoid Biosciences in May 2015 as a Finance Manager and became the President and CEO in November 2018. Ms. Ogbozor is the Chief Executive Officer, Director and controlling shareholder of the Company. Prior to joining the company, Ms. Ogbozor was with New Haven Pharmacy, Abuja, from 2013 to 2015.


Azuka L Uzoh, Esq. - General Counsel

The learned real estate, housing, business, corporate and securities lawyer.  


Mr. Uzoh was the founding President (may 2014 to November 2018) and CEO of the company and has been a director of the company since May 2014. Mr. Uzoh became the Vice Chairman and General Counsel of the Company in November 2018. Mr. Uzoh has been the principal at the Law Offices of Azuka L. Uzoh A Professional Corporation (APC), since 2017. Prior to that, Mr. Uzoh has been the owner of the Law Offices of Azuka L. Uzoh since 2007.


Dr. Solomon Mbagwu, MD - Executive Chairman

Well experienced medical professional with mission cures and novel therapeutics product platform suitable for specific treatments in a broad range of disease areas. 


Dr. Mbagwu joined the Company and was elected chairman of the Company’s board of directors in November 2018. Dr. Mbagwu is a medical practitioner in Los Angeles, California. In the last twenty four years, Dr. Mbagwu has owned and operated two medical clinics in South Los Angeles. Prior to starting and running his own clinics, Dr. Mbagwu has over ten years of experience in community healthcare management; delivering babies and performing numerous obstetrical and gynecological surgeries while working at Centinela Hospital in Inglewood and other community health centers across Los Angeles County. Dr. Mbagwu graduated from the University Of California, San Francisco, School Of Medicine in 1979. Since finishing his residency at King Drew Medical Center, Los Angeles, in 1983, Dr. Mbagwu has actively practiced medicine in Los Angeles County. Dr. Mbagwu is certified by the Board of Obstetrics and Gynecology since 1988.


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