YCBD 10-Q Quarterly Report Dec. 31, 2019

CBDMD, INC.

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10-Q 1 ycbd_10q.htm QUARTERLY REPORT Blueprint

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☑

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2019

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission file number 001-38299

cbdMD, INC.

(Exact Name of Registrant as Specified in its Charter)

North Carolina		47-3414576
State or Other Jurisdiction of Incorporation or Organization		I.R.S. Employer Identification No.

8845 Red Oak Blvd, Charlotte, NC		28217
Address of Principal Executive Offices		Zip Code

704-445-3060

Registrant’s Telephone Number, Including Area Code

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
common	YCBD	NYSE American
8% Series A Cumulative Convertible Preferred Stock	YCBD PR A	NYSE American

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☑	Smaller reporting company ☑
	Emerging growth company ☑

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

46,177,856 shares of common stock are issued and outstanding as of February 10, 2020

TABLE OF CONTENTS

		Page No.

	PART I-FINANCIAL INFORMATION

ITEM 1.	Financial Statements.	4

ITEM 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	33

ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk.	38

ITEM 4.	Controls and Procedures.	38

	PART II - OTHER INFORMATION

ITEM 1.	Legal Proceedings.	39

ITEM 1A.	Risk Factors.	39

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	39

ITEM 3.	Defaults Upon Senior Securities.	39

ITEM 4.	Mine Safety Disclosures.	39

ITEM 5.	Other Information.	39

ITEM 6.	Exhibits.	40

OTHER PERTINENT INFORMATION

Unless the context otherwise indicates, when used in this report, the terms the “Company,” “cbdMD, “we,” “us, “our” and similar terms refer to cbdMD, Inc., a North Carolina corporation formerly known as Level Brands, Inc., and our subsidiaries CBD Industries LLC, a North Carolina limited liability company formerly known as cbdMD LLC, which we refer to as “CBDI”, Paw CBD, Inc., a recently formed North Carolina corporation which we refer to as “Paw CBD”. In addition, "fiscal 2019" refers to the year ended September 30, 2019, “fiscal 2020” refers to the year ended September 30, 2020, and "first quarter of 2019" refers to the three months ended December 31, 2018 and "first quarter of 2020" refers to the three months ended December 31, 2019.

We maintain a corporate website at www.cbdmd.com . The information contained on our corporate website and our various social media platforms are not part of this report .

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements that relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Words such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “targets,” “likely,” “aim,” “will,” “would,” “could,” and similar expressions or phrases identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and future events and financial trends that we believe may affect our financial condition, results of operation, business strategy and financial needs. Forward-looking statements include, but are not limited to, statements about:

●

our history of losses;

●

the impact of changes in the fair value of our contingent liabilities associated with the Earnout Shares;

●

the possible need to raise additional capital in the future;

●

dilution to our shareholders upon the issuance of the Earnout Shares;

●

changes in state laws, costs associated with compliance with applicable laws and potential uncertain changes to regulations impacting our industry;

●

risks associated with any future failure to satisfy the NYSE American LLC continued listing standards;

●

terms of and provisions of our 8.0% Series A Cumulative Convertible Preferred Stock;

●

risks associated with developing a liquid market for our 8.0% Series A Cumulative Convertible Preferred Stock and possible future volatility in its trading price and the trading price of our common stock;

●

risks associated with our status as an emerging growth company;

●

risks associated with control by our executive officers, directors and affiliates;

●

risks associated with unfavorable research reports;

●

the accounting treatment of securities we accept as partial compensation for services;

●

our ability to liquidate securities we accept as partial compensation for services;

●

the lack of long-term contracts for the purchase of our products;

●

our ability to protect our intellectual property;

●

additional operational risks associated with our CBD business;

●

dilution to our shareholders from the issuance of additional shares of common stock by us, the conversion of shares of our 8.0% Series A Cumulative Convertible Preferred Stock and/or the exercise of outstanding options and warrants; and

●

risks associated with our articles of incorporation, bylaws and North Carolina law.

Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements and readers should carefully review this report in its entirety, including the risks described in Part II, Item 1A. Risk Factors appearing later in this report, Part I, Item 1A. - Risk Factors in our Annual Report on Form 10-K for the fiscal year ended September 30, 2019 as filed with the Securities and Exchange Commission (the “SEC”) on December 18, 2019, as amended on January 24, 2020 (collectively, the "2019 10-K") as well as our other filings with the SEC. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.

PART 1 - FINANCIAL INFORMATION

I TEM 1. FINANCIAL STATEMENTS.

cbdMD, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2019 AND SEPTEMBER 30, 2019

	(Unaudited)
	December 31,	September 30,
	2019	2019
Assets

Current assets:
Cash and cash equivalents	$ 3,661,310	$ 4,689,966
Accounts receivable	670,182	1,425,697
Accounts receivable other	160,137	160,137
Accounts receivable – discontinued operations	875,331	1,080,000
Marketable securities	136,527	198,538
Investment other securities	600,000	600,000
Deposits	28,365	6,850
Merchant reserve	412,979	519,569
Inventory	5,307,217	4,301,586
Inventory prepaid	1,141,211	903,458
Deferred issuance costs	16,828	93,954
Prepaid software	187,220	206,587
Prepaid equipment deposits	868,589	868,589
Prepaid expenses and other current assets	808,275	688,104
Total current assets	14,874,171	15,743,035

Other assets:
Property and equipment, net	2,157,980	1,715,557
Operating lease assets	7,704,109	-
Deposits for facilities	755,383	754,533
Intangible assets, net	21,635,000	21,635,000
Goodwill	54,669,997	54,669,997
Total other assets	86, 922,469	78,775,087

Total assets	$ 101,796,640	$ 94,518,122

See Notes to Condensed Consolidated Financial Statements

cbdMD, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2019 AND SEPTEMBER 30, 2019

(continued)

	(Unaudited)
	December 31,	September 30,
	2019	2019
Liabilities and shareholders' equity

Current liabilities:
Accounts payable	$ 3,625,073	$ 3,021,271
Accrued expenses	531,958	681,269
Operating leases – short term liabilities	1,044,611	-
Note payable	279,606	-
Customer deposit – related party	-	7,339
Total current liabilities	5,481,248	3,709,878

Long term liabilities:
Long term liabilities	-	363,960
Note payable	182,975	-
Operating leases - long term liabilities	6,906,193	-
Contingent liability	33,701,994	50,600,000
Deferred tax liability	-	2,240,300
Total long term liabilities	40,791,162	53,204,260

Total liabilities	46,272,410	56,914,138

cbdMD, Inc. shareholders' equity:
Preferred stock, authorized 50,000,000 shares, $0.001 par value, 500,000 and 0 shares issued and outstanding, respectively	500	-
Common stock, authorized 150,000,000 shares, $0.001 par value,
27,720,356 and 27,720,356 shares issued and outstanding, respectively	27,720	27,720
Additional paid in capital	102,256,769	97,186,524
Accumulated deficit	(46,760,759 )	(59,610,260 )
Total cbdMD, Inc. shareholders' equity	55,524,230	37,603,984


Total liabilities and shareholders' equity	$ 101,796,640	$ 94,518,122

See Notes to Condensed Consolidated Financial Statements

cbdMD, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2019 AND 2018

(Unaudited)

	Three months	Three months
	Ended	Ended
	December 31, 2019	December 31, 2018

Sales	$ 10,412,491	$ 683,730
Sales related party	-	-
Total Gross Sales	10,412,491	683,730
Allowances	(264,255 )	(218,042 )
Net sales	10,148,236	465,687
Net sales related party	-	-
Total Net Sales	10,148,236	465,687
Cost of sales	3,700,537	165,492

Gross Profit	6,447,699	300,196

Operating expenses	12,560,297	1,391,812
Income ( Loss) from operations	(6,112,598 )	(1,091,617 )
Realized and Unrealized gain (loss) on marketable securities	(62,010 )	-
Decrease of contingent liability	16,898,006	-
Interest income	7,267	37,686
Income (loss) before provision for income taxes	10,730,665	(1,053,931 )

Benefit for income taxes	2,240,300	133,000
Net Income (Loss) from continuing operations	12,970,965	(920,931 )
Net Loss from discontinued operations, net of tax (Note 15)	(41,202 )	(1,268,111 )
Net Income (Loss)	12,929,763	(2,189,042 )
Net Loss attributable to non-controlling interest from discontinued operations (Note 15)	-	(79,149 )
Preferred dividends	66,734	-

Net Income (Loss) attributable to cbdMD, Inc. common shareholders	$ 12,863,029	$ (2,109,893 )

Net Income (Loss) per share:
Basic earnings per share	$ 0.46	$ (0.21 )
Diluted earnings per share	0.45	-
Weighted average number of shares Basic:	27,720,356	10,052,960
Weighted average number of shares Diluted:	28,553,856	10,052,960

See Notes to Condensed Consolidated Financial Statements

cbdMD, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

FOR THE THREE MONTHS ENDED DECEMBER 31, 2019 AND 2018

(Unaudited)

	Three months	Three months
	Ended	Ended
	December 31, 2019	December 31, 2018

Net Income (Loss)	$ 12,929,763	$ (2,189,042 )
Other Comprehensive Income:
Continued operations - Net Unrealized Gain (Loss) on Marketable Securities, net of tax	-	-
Comprehensive Income (Loss)	12,929,763	(2,189,042 )

Comprehensive Income (loss) attributable to non-controlling interest	-	(79,149 )
Preferred dividends	(66,734 )	-
Comprehensive Income (Loss) attributable to cbdMD, Inc. common shareholders	$ 12,863,029	$ (2,109,893 )

See Notes to Condensed Consolidated Financial Statements

cbdMD, INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2019 AND 2018

(unaudited)

	Three Months Ended December 31,	Three Months Ended December 31,
	2019	2018
Cash flows from operating activities:
Net income (loss)	$ 12,929,763	$ (2,189,042 )
Adjustments to reconcile net income (loss) to net
cash used by operating activities:
Stock based compensation	542,574	143,673
Restricted stock expense	138,000	-
Impairment on discontinued operations asset	38,002	-
Depreciation and amortization	113,252	64,414
Gain on settlement of Note	-	(20,000 )
Increase/(Decrease) in contingent liability	(16,898,006 )	-
Realized and unrealized loss of marketable securities	62,011	1,578,976
Non-cash lease expense	382,432	-
Non-cash consideration received for services	-	(407,500 )
Changes in operating assets and liabilities:
Accounts receivable	755,515	(113,629 )
Accounts receivable – related party	-	204,902
Other accounts receivable	-	(8,865 )
Note receivable	-	(6,000 )
Note receivable – related party	-	156,147
Deposits	(22,365 )	-
Merchant reserve	106,590	(25,090 )
Inventory	(1,005,631 )	(13,833 )
Prepaid inventory	(237,753 )	-
Prepaid expenses and other current assets	(100,803 )	184,300
Marketable securities	-	174,327
Accounts payable and accrued expenses	454,490	(329,680 )
Operating lease liability	(318,758 )	-
Note payable	268,115	(308,627 )
Deferred revenue / customer deposits	(7,339 )	(114,375 )
Cash provided by discontinued operations	166,667	-
Deferred tax liability	(2,240,300 )	(133,000 )
Cash used by operating activities	(4,873,544 )	(1,162,902 )

Cash flows from investing activities:
Net cash used for merger	-	(1,177,669 )
Purchase of intangible assets	-	(79,999 )
Purchase of property and equipment	(555,674 )	(9,925 )
Cash used by investing activities	(555,674 )	(1,267,593 )

Cash flows from financing activities:
Proceeds from issuance of common stock	-	6,356,997
Proceeds from issuance of preferred stock	4,421,928	-
Preferred dividend distribution	(66,734 )	-
Deferred issuance costs	45,368	(177,521 )
Cash provided by financing activities	4,400,562	6,179,476
Net increase (decrease) in cash	(1,028,656 )	3,748,981
Cash and cash equivalents, beginning of period	4,689,966	4,282,553
Cash and cash equivalents, end of period	$ 3,661,310	$ 8,031,534

cbdMD, INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2019 AND 2018

(unaudited) (continued)

Supplemental Disclosures of Cash Flow Information:

	Three Months Ended December 31,	Three Months Ended December 31,
	2019	2018

Cash Payments for:
Interest expense	$ 8,221	$ 203

Non-cash financial activities:
Warrants issued to secondary selling agent	$ 178,513	$ 86,092
Stock received for prior period services, adjusted for other accounts receivable write down prior to receipt	$ -	$ 1,352,000

See Notes to Condensed Consolidated Financial Statements

cbdMD, INC.

CONSOLIDATED STATEMENT OF SHAREHOLDERS' (DEFICIT) EQUITY

FOR THE THREE MONTHS ENDED DECEMBER 31, 2019

	Common stock		Preferred stock		Additional Paid in	Other Comprehensive Income	Accumulated
	Shares	Amount	Shares	Amount	Capital	(loss)	Deficit	Total
Balance, September 30, 2019	27,720,356	27,720	-	-	97,186,524	-	(59,610,260 )	37,603,984
Issuance of Preferred stock	-	-	500,000	500	4,421,428	-	-	4,421,928
Issuance of options for share based compensation	-	-			542,574	-	-	542,574
Issuance of stock costs	-	-			(31,757 )	-	-	(31,757 )
Issuance of restricted stock for share based compensation	-	-	-	-	138,000	-	-	138,000
Preferred dividend	-	-	-	-	-	-	(66,734 )	(66,734 )
Adoption of ASU 2016-02	-	-	-	-	-	-	(13,528 )	(13,528 )
Net Income (loss)	-	-			-	-	12,929,763	12,929,763
Balance, December 31, 2019	27,720,356	27,720	500,000	500	102,256,769	-	(46,760,759 )	55,524,230

cbdMD, INC.

CONSOLIDATED STATEMENT OF SHAREHOLDERS' (DEFICIT) EQUITY

FOR THE THREE MONTHS ENDED DECEMBER 31, 2018

	Common Stock		Additional Paid in	Other Comprehensive Income	Accumulated	Non-controlling
	Shares	Amount	Capital	(loss)	Deficit	Interest	Total
Balance, September 30, 2018	8,123,928	8,124	21,781,095	(2,512,539 )	(6,669,495 )	1,411,972	14,019,155
Issuance of common stock	1,971,428	1,971	6,355,027	-	-	-	6,356,998
Issuance of options for share based compensation	-	-	143,673	-	-	-	143,673
Issuance of stock costs	-	-	(205,569 )	-	-	-	(205,569 )
Adoption of ASU 2016-01	-	-	-	2,512,539	(2,512,539 )	-	-
Net loss	-	-	-	-	(2,109,715 )	(79,149 )	(2,188,864 )
Balance, December 31, 2018	10,095,356	10,095	28,074,224	-	(11,291,749 )	1,332,823	18,125,391

c bdMD, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2019 AND 2018

NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Nature of Business

cbdMD, Inc. ("cbdMD", "we", "us", “our”, "Parent Company” or the “Company”) is a North Carolina corporation formed on March 17, 2015 as Level Beauty Group, Inc. In November 2016 we changed the name of the Company to Level Brands, Inc. On April 22, 2019, following approval by our shareholders at the 2019 annual meeting held on April 19, 2019, we filed Articles of Amendment to our Articles of Incorporation changing the name of our Company to “cbdMD, Inc.” effective May 1, 2019. We operate from our offices located in Charlotte, North Carolina. Our fiscal year end is established as September 30.

On December 20, 2018 the Company, and its newly organized wholly-owned subsidiaries AcqCo, LLC and cbdMD LLC, completed a two-step merger (the “Mergers”) with Cure Based Development, LLC, a Nevada limited liability company (“Cure Based Development”). Upon completion of the Mergers, cbdMD LLC survived and operates the prior business of Cure Based Development. On April 10, 2019, cbdMD LLC was renamed to CBD Industries LLC (“CBDI”). As consideration for the Mergers, the Company had a contractual obligation, after approval by our shareholders, to issue 15,250,000 shares of our common stock to the members of Cure Based Development, of which 8,750,000 of the shares will vest over a five year period and are subject to a voting proxy agreement, as well as to issue another 15,250,000 shares of our common stock in the future upon earnout goals being within the next 5 years. The Company’s shareholders approved the issuance of the 15,250,000 shares of common stock and they were issued to members of Cure Based Development on April 19, 2019. CBDI produces and distributes various high-grade, premium cannabidiol oil (“CBD”) products under the cbdMD brand. CBD is a natural substance produced from the hemp plant and the products manufactured by CBDI are non psychoactive as they do not contain tetrahydrocannabinol (THC).

On October 22, 2019, cbdMD, Inc. filed Articles of Incorporation with the Secretary of State of North Carolina to form a new wholly-owned subsidiary, Paw CBD, Inc. (“Paw CBD”), in conjunction with the organization of its animal health division. In the third quarter of fiscal 2019 cbdMD, Inc. launched its new CBD pet brand, Paw CBD. Following the initial positive response to the brand from retailers and consumers, cbdMD, Inc. organized Paw CBD, Inc. as a separate wholly-owned subsidiary in an effort to take advantage of its early mover status in the CBD animal health industry.

Effective September 30, 2019, the Company abandoned and ceased operations of four business subsidiaries: Encore Endeavor 1, LLC (“EE1”), I’M1, LLC (“IM1”), Beauty and Pin Ups, LLC (“BPU”) and Level H&W, LLC (“Level H&W”). Therefore, the results of operations related to these subsidiaries for the Company are reported as discontinued operations.

The accompanying unaudited interim condensed consolidated financial statements of cbdMD have been prepared in accordance with accounting principles generally accepted in the United States of America (“ US GAAP”) and the rules of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s Annual Report filed with the SEC on Form 10-K for the year ended September 30, 2019 (“2019 10-K”). In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of consolidated financial position and the consolidated results of operations for the interim periods presented have been reflected herein. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited consolidated financial statements for fiscal year 2019 as reported in the 2019 10-K have been omitted.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary CBDI and Paw CBD. All material intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates

The preparation of the Company's consolidated financial statements have been prepared in accordance with US GAAP, and requires management to make estimates and assumptions that affect amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and reported amounts of revenues and expenses during the periods presented. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Significant estimates made in the accompanying consolidated financial statements include, but are not limited to, allowances for doubtful accounts, inventory valuation reserves, expected sales returns and allowances, certain assumptions related to the valuation of investments other securities, common stock issued prior to the IPO, acquired intangible and long-lived assets and the recoverability of intangible and long-lived assets and income taxes, including deferred tax valuation allowances and reserves for estimated tax liabilities, contingent liability and, hence consideration for the Mergers is a material estimate. Actual results could differ from these estimates.

Cash and Cash Equivalents

For financial statements purposes, the Company considers all highly liquid investments with a maturity of less than three months when purchased to be cash equivalents.

Accounts receivable and Accounts receivable other

Accounts receivable are stated at cost less an allowance for doubtful accounts, if applicable. Credit is extended to customers after an evaluation of the customer’s financial condition, and generally collateral is not required as a condition of credit extension. Management’s determination of the allowance for doubtful accounts is based on an evaluation of the receivables, past experience, current economic conditions, and other risks inherent in the receivables portfolio. As of December 31, 2019, we have an allowance for doubtful accounts of $33,652, and had an allowance of $7,286 at September 30, 2019.

In addition, the Company may, from time to time, enter into contracts where a portion of the consideration provided by the customer in exchange for the Company's services is common stock, options or warrants (an equity position). In these situations, upon invoicing the customer for the stock or other instruments, the Company will record the receivable as accounts receivable other, and use the value of the stock or other instrument upon invoicing to determine the value. Where an accounts receivable is settled with the receipt of the common stock or other instrument, the common stock or other instrument will be classified as an asset on the balance sheet as either a marketable security (when the customer is a publicly traded entity) or as an investment other security (when the customer is a private entity).

Accounts receivable and accounts receivable other items that involve a related party are indicated as such on the face of the financial statements.

Receivable and Merchant Reserve

The Company primarily sells its products through the internet and has an arrangement to process customer payments with third-party payment processors. The arrangement with the payment processors requires that the Company pay a fee between 5.20% - 6.95% of the transaction amounts processed. Pursuant to this agreement, there can be a waiting period between 2 - 5 days prior to reimbursement to the Company, and as well as a calculated reserve which some payment processors hold back. Fees and reserves can change periodically with notice from the processors. At December 31, 2019, the receivable from payment processors included approximately $194,544 for the waiting period amount and is recorded as accounts receivable in the accompanying consolidated balance sheet and $412,979 for the reserve amount for a total receivable of $607,523.

Inventory

Inventory is stated at the lower of cost or net realizable value with cost being determined on a weighted average basis. The cost of inventory includes product cost, freight-in, and production fill and labor (portions of which we outsource to third party manufacturers). Write-offs of potentially slow moving or damaged inventory are recorded based on management’s analysis of inventory levels, forecasted future sales volume and pricing and through specific identification of obsolete or damaged products. We assess inventory quarterly for slow moving products and potential impairments and at a minimum perform a physical inventory count annually near fiscal year end.

Customer Deposits

Customer deposits consist of payments received in advance of revenue recognition. Revenue is recognized as revenue recognition criteria are met.

Property and Equipment

Property and equipment items are stated at cost less accumulated depreciation. Expenditures for routine maintenance and repairs are charged to operations as incurred. Depreciation is charged to expense over the estimated useful lives of the assets using the straight-line method. Generally, the useful lives are five years for manufacturing equipment and automobiles, three years for computer, furniture and equipment, three years for software, and leasehold improvements are over the term of the lease. The cost and accumulated depreciation of property are eliminated from the accounts upon disposal, and any resulting gain or loss is included in the consolidated statements of operations for the applicable period. Long-lived assets held and used by the Company are reviewed for impairment whenever changes in circumstance indicate the carrying value of an asset may not be recoverable.

Fair value accounting

The Company utilizes accounting standards for fair value, which include the definition of fair value, the framework for measuring fair value, and disclosures about fair value measurements. Fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, fair value accounting standards establish a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).

Level 1 inputs utilize quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are directly or indirectly observable for the asset or liability. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability. Level 3 inputs are unobservable inputs for the asset or liability, which are based on an entity’s own assumptions, as there is little, if any, observable market activity. In instances where the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

When the Company records an investment in marketable securities the carrying value is assigned at fair value. Any changes in fair value for marketable securities during a given period will be recorded as an unrealized gain or loss in the consolidated statement of operations. For investment other securities without a readily determinable fair value, the Company may elect to estimate its fair value at cost less impairment plus or minus changes resulting from observable price changes.

Goodwill

Goodwill represents the excess of cost of an acquired business over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed in a business combination. Identifiable intangible assets acquired in business combinations are recorded based on their fair values at the date of acquisition. Goodwill is not subject to amortization but must be evaluated for impairment annually. The Company tests for goodwill impairment annually or whenever events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.

In performing a goodwill test, the Company performs a qualitative evaluation and if necessary, a quantitative evaluation. Factors considered in the qualitative test include specific operating results as well as new events and circumstances impacting the operations or cash flows of the business acquired. For the quantitative test, the Company assesses goodwill for impairment by comparing the carrying value of the business to the respective fair value. The Company determines the fair value of its acquired business using a combination of income-based and market-based approaches and incorporates assumptions it believes market participants would utilize. The income-based approach utilizes discounted cash flows while the market-based approach utilizes market multiples. These approaches are dependent upon internally-developed forecasts that are based upon annual budgets and longer-range strategic plans. The Company uses discount rates that are commensurate with the risks and uncertainty inherent in the respective acquired business and in the internally-developed forecasts.

Intangible Assets

The Company's intangible assets consist of trademarks and other intellectual property, all of which are accounted for in accordance with ASC Topic 350, Intangibles – Goodwill and Other. The Company employs the non-amortization approach to account for purchased intangible assets having indefinite lives. Under the non-amortization approach, intangible assets having indefinite lives are not amortized into the results of operations, but instead are reviewed annually or more frequently if events or changes in circumstances indicate that the assets might be impaired, to assess whether their fair value exceeds their carrying value. We perform an impairment analysis at August 1 annually on the indefinite-lived intangible assets following the steps laid out in ASC 350 -30-35-18. Our annual impairment analysis includes a qualitative assessment to determine if it is necessary to perform the quantitative impairment test. In performing a qualitative assessment, we review events and circumstances that could affect the significant inputs used to determine if the fair value is less than the carrying value of the intangible assets. If a quantitative analysis is necessary, we would analyze various aspects including revenues from the business, associated with the intangible assets. In addition, intangible assets will be tested on an interim basis if an event or circumstance indicates that it is more likely than not that an impairment loss has been incurred.

Intangible assets with finite useful lives are amortized using the straight-line method over their estimated period of benefit. In accordance with ASC 360-10-35-21, definite lived intangibles are reviewed annually or more frequently if events or changes in circumstances indicate that the assets might be impaired, to assess whether their fair value exceeds their carrying value.

In conjunction with any acquisitions, the Company refers to ASC-805 as amended by Accounting Standards Update (“ASU”) 2017-01 in determining if the Company is acquiring any inputs, processes or outputs and the impact that such factors would have on the classification of the acquisition as a business combination or asset purchase. Additionally, the Company refers to the aforementioned guidance in reviewing all acquired assets and assumed liabilities for valuation in a business combination, including the determination of intangible asset values and contingent liabilities.

Contingent liability

A significant component of the purchase price consideration for the Company’s acquisition of Cure Based Development includes a fixed number of future shares to be issued as well as a variable number of future shares to be issued based upon the post-acquisition entity reaching certain specified future revenue targets, as further described in Note 8. The Company made a determination of the fair value of the contingent liabilities as part of the valuation of the assets acquired and liabilities assumed in the business combination.

The Company recognized both the fixed number of shares to be issued, and the variable number of shares to be potentially issued, as contingent liabilities on its Consolidated Balance Sheets. These contingent liabilities were recorded at fair value upon the acquisition date and are remeasured quarterly based on the reassessed fair value as of the end of that quarterly reporting period. Additionally, as the fixed shares were issued on April 19, 2019, the value of the shares at that time, in the amount of $53,215,163, was reclassified from contingent liability to additional paid in capital on the balance sheet.

For the three months ended December 31, 2019, the contingent liabilities associated with the business combination were decreased by $16,898,006 to reflect their reassessed fair values as of December 31, 2019. This decrease is reflective of a change in value of the variable number of shares from September 30, 2019. In December 2019, the Company updated the forecasts for performance of the post-acquisition entity based on current trends and performance that would impact the estimated likelihood that the revenue targets disclosed in Note 8 would be met. The primary catalyst for the $16,898,006 decrease in contingent liabilities is the change in the Company’s common share price between September 30, 2019 and December 31, 2019. These increases or decreases to the contingent liabilities are reflected within Other Expenses on the consolidated statements of operations.

Revenue Recognition

The Company adopted ASC 606, Revenue from Contracts with Customers using the modified retrospective method beginning with our quarter ended December 31, 2018. The adoption of the new revenue standards as of October 1, 2018 did not change the Company’s revenue recognition as the majority of its revenues continue to be recognized when the customer takes control of its product, the services have been rendered, or the usage-based royalty has been earned. As the Company did not identify any accounting changes that impacted the amount of reported revenues with respect to any of its revenue streams, no adjustment to retained earnings was required upon adoption.

Under ASC 606, the Company recognizes revenues when its customer obtains control of promised goods or services, in an amount that reflects the consideration which it expects to receive in exchange for those goods. The Company recognizes revenues following the five step model prescribed under ASC 606: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) we satisfy the performance obligation.

Performance Obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. For our CBD products, the Company meets that obligation when it has shipped products which have been ordered to the customer. The Company has reviewed its various revenue streams for its other contracts under the five-step approach. The Company has entered into various license agreements that provide revenues based on guarantee minimum royalty payments with additional royalty revenues based on a percentage of defined sales. Guaranteed minimum royalty payments (fixed revenue) are recognized on a straight-line basis over the term of the contract, as defined in each license agreement. Earned royalties and earned royalties in excess of the fixed revenue (variable revenue) are recognized as income during the period corresponding to the licensee’s sales. Earned royalties in excess of fixed revenue are only recognized when the Company is reasonably certain that the guaranteed minimums payments for the period will be exceeded.

The below table summarizes amounts related to future performance obligations under fixed contractual arrangements as of December 31, 2019:

	At December 31, 2019	2020 and thereafter
Future performance obligations	$ 0	$ 0

Allocation of transaction price

In our current business model we do not have contracts with customers which have multiple elements as revenue is driven purely by online product sales or purchase order based product sales. However, at times in the past, the Company had entered into contracts with customers wherein there were multiple elements that may have disparate revenue recognition patterns. In such instances, the Company must allocate the total transaction price to these various elements. This is achieved by estimating the standalone selling price of each element, which is the price at which we sell a promised good or service separately to a customer.

In circumstances where we have not historically sold relevant products or services on a standalone basis, the Company utilizes the most situationally appropriate method of estimating standalone selling price. These methods include (i) an adjusted market assessment approach, wherein we refer to prices from our competitors for similar goods or serves and adjust those prices as necessary to reflect our typical costs and margins, (ii) an expected cost plus margin approach, wherein we forecast the costs that we will incur in satisfying the identified performance obligation and adding an appropriate margin to such costs, and (iii) a residual approach, wherein we adjust the total transaction price to remove all observable standalone selling prices of other goods or services included in the contract and allocate the entirety of the remaining contract amount to the remaining obligation.

Revenue recognition

The Company records revenue from the sale of its products when risk of loss and title to the product are transferred to the customer, which is upon shipping (and is typically FOB shipping) which is when our performance obligation is met. Net sales are comprised of gross revenues less product returns, trade discounts and customer allowances, which include costs associated with off-invoice mark-downs and other price reductions, as well as trade promotions. These incentive costs are recognized at the later of the date on which the Company recognizes the related revenue or the date on which the Company offers the incentive. The Company currently offers a 30 day, money back guarantee.

In regard to sales for services provided, the Company records revenue when the customer has accepted services and the Company has a right to payment. Based on the contracted services, revenue is recognized when the Company invoices customers for completed services at agreed upon rates or revenue is recognized over a fixed period of time during which the service is performed.

Disaggregated Revenue

Our product revenue is generated primarily through two sales channels, E-commerce and wholesale channels. We also generate service related sales, although this type of revenue is not a primary focus. We believe that these categories appropriately reflect how the nature, amount, timing and uncertainty of revenue and cash flows are impacted by economic factors.

A description of our principal revenue generating activities are as follows:

Consumer sales - consumer products sold through our online and telephonic channels. Revenue is recognized when control of the merchandise is transferred to the customer, which generally occurs upon shipment. Payment is typically due prior to the date of shipment.

Wholesale sales - products sold to our wholesale customers for subsequent resale. Revenue is recognized when control of the goods is transferred to the customer, in accordance with the terms of the applicable agreement. Payment terms vary and can typically be 30 days from the date control over the product is transferred to the customer.

Service related sales – services provided to organizations typically consulting services related to branding, marketing, or advisory. Revenue is recognized when services are delivered to the customer, in accordance with the terms of the applicable agreement. Payment terms vary and typically are based on deliverables and agreed upon timelines.

The following table represents a disaggregation of revenue by sales channel:

	Three Months ended December 31, 2019	% of total	Three Months ended December 31, 2018	% of total
Wholesale product sales	$ 3,284,459	32.4 %	$ -	0 %
Consumer product sales	6,863,777	67.6 %	465,687	100 %
Service related sales	-	-	-	0 %
Total net sales	$ 10,148,236		$ 465,687

Contract Balances

Contract assets represent unbilled receivables and are presented within accounts receivable, net on the condensed consolidated balance sheets. Contract liabilities represent unearned revenues and are presented as deferred revenue or customer deposits on the condensed consolidated balance sheets.

We have no contract assets and contract liabilities at December 31, 2019.

Cost of Sales

Our cost of sales includes costs associated with distribution, fill and labor expense, components, manufacturing overhead, third-party providers, and outbound freight for our products sales, and includes labor for our service sales. For our product sales, cost of sales also includes the cost of refurbishing products returned by customers that will be offered for resale, if any, and the cost of inventory write-downs associated with adjustments of held inventories to their net realizable value. These expenses are reflected in the Company’s consolidated statements of operations when the product is sold and net sales revenues are recognized or, in the case of inventory write-downs, when circumstances indicate that the carrying value of inventories is in excess of their net realizable value.

Advertising Costs

The Company expenses all costs of advertising and related marketing and promotional costs as incurred. The Company incurred approximately $2,410,721 and $82,142 in advertising and related marketing and promotional costs included in operating expenses during the three months ended December 31, 2019 and 2018, respectively.

Shipping and Handling Fees and Costs

All fees billed to customers for shipping and handling are classified as a component of sales. All costs associated with shipping and handling are classified as a component of cost of goods sold.

Income Taxes

The Parent Company is a North Carolina corporation that is treated as a corporation for federal and state income tax purposes. Prior to April 2017, BPU was a multi-member limited liability company that was treated as a partnership for federal and state income tax purposes. As such, the Parent Company’s partnership share in the taxable income or loss of BPU was included in the tax return of the Parent Company. Beginning in April 2017, the Parent Company acquired the remaining interests in BPU. As a result of the acquisition, BPU became a disregarded entity for tax purposes and its entire share of taxable income or loss was included in the tax return of the Parent Company. CBDI, Paw CBD, and Level H&W are wholly owned subsidiaries and are disregarded entities for tax purposes and their entire share of taxable income or loss is included in the tax return of the Parent Company. IM1 and EE1 are multi-member limited liability companies that are treated as partnerships for federal and state income tax purposes. As such, the Parent Company’s partnership share in the taxable income or loss of IM1 and EE1 are included in the tax return of the Parent Company.

The Parent Company accounts for income taxes pursuant to the provisions of the Accounting for Income Taxes topic of the FASB ASC 740 which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. The Parent Company uses the inside basis approach to determine deferred tax assets and liabilities associated with its investment in a consolidated pass-through entity. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized.

US GAAP requires management to evaluate tax positions taken by the Company and recognize a tax liability (or asset) if the Company has taken an uncertain tax position that more likely than not would not be sustained upon examination by the Internal Revenue Service. Management has analyzed the tax positions taken by the Company, and has concluded that as of December 31, 2019 and 2018, there were no uncertain tax positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the consolidated financial statements.

Concentrations

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents, accounts receivable, and securities.

The Company places its cash and cash equivalents on deposit with financial institutions in the United States. The Federal Deposit Insurance Corporation (“FDIC”) covers $250,000 for substantially all depository accounts. The Company from time to time may have amounts on deposit in excess of the insured limits. The Company had a $3,182,283 uninsured balance at December 31, 2019 and a $4,097,190 uninsured balance at September 30, 2019.

Concentration of credit risk with respect to receivables is principally limited to trade receivables with corporate customers that meet specific credit policies. Management considers these customer receivables to represent normal business risk. The Company did not have any customers that represented a significant amount of our sales for the three months ended December 31, 2019. We have three customers whose aggregate accounts receivable balance was approximately 77% of the combined total accounts receivable and accounts receivable discontinued operations as of December 31, 2019. The aggregate accounts receivable balance of such customers represented approximately 51% of the Company’s total accounts receivable as of September 30, 2019.

Stock-Based Compensation

We account for our stock compensation under the ASC 718-10-30, Compensation - Stock Compensation using the fair value based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity's equity instruments or that may be settled by the issuance of those equity instruments.

We use the Black-Scholes model for measuring the fair value of options and warrants. The stock based fair value compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods. The Company recognizes forfeitures when they occur.

Earnings (Loss) Per Share

The Company uses ASC 260-10, Earnings Per Share for calculating the basic and diluted income (loss) per share. The Company computes basic income (loss) per share by dividing net income (loss) and net income (loss) attributable to common shareholders, after deducting preferred stock dividends, by the weighted average number of common shares outstanding. Common equivalent shares are excluded from the computation of net loss per share if their effect is anti-dilutive.

New Accounting Standards

On October 1, 2019, the Company adopted ASU No. 2016-02, Leases , and all subsequently issued clarifying guidance. Under the new guidance, lessees are required to recognize assets and lease liabilities for the rights and obligations created by leased assets previously classified as operating leases. In July 2018, the FASB issued ASU No. 2018-11, which permitted entities to record the impact of adoption using a modified retrospective method with any cumulative-effect as an adjustment to retained earnings (accumulated deficit) as opposed to restating comparative periods for the effects of applying the new standard. The Company elected this transition approach; therefore, the Company’s prior period reported results are not restated to include the impact of this adoption. We also elected the practical expedient permitted under the transition guidance which permits companies not to reassess prior conclusions on lease identification, historical lease classification and initial direct costs. In connection with the adoption of the new guidance, the Company recognized an operating lease asset for $7,704,109 and operating lease liability of $7,950,803 and a reduction of retained earnings of $13,527 in its balance sheet as of December 31, 2019, with no impact to its results of operations and cash flows. The difference between the leased assets and lease liabilities represents the net position of existing prepaid rent and deferred rent liabilities balance, resulting from historical straight-lining of operating leases, which were effectively reclassified upon adoption to reduce the measurement of the leased assets.

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820). The ASU modifies, removes, and adds several disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement. The ASU 2018-13 is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted upon issuance of ASU 2018-13. An entity is permitted to early adopt any removed or modified disclosures upon issuance of ASU 2018-13 and delay adoption of the additional disclosures until their effective date. The Company is evaluating the effect ASU 2018-13 will have on its consolidated financial statements and disclosures and has not yet determined the effect of the standard on its ongoing financial reporting at this time.

NOTE 2 – ACQUISITIONS

On December 20, 2018 (the “Closing”), the Company, and its newly organized wholly-owned subsidiaries AcqCo, LLC and cbdMD LLC, both North Carolina limited liability companies, completed a two-step merger (the “Merger Agreement”) with Cure Based Development, LLC, a Nevada limited liability company (“Cure Based Development”). The Merger Agreement provided that AcqCo LLC merge with and into Cure Based Development with Cure Based Development as the surviving entity (the “Merger”), and immediately thereafter Cure Based Development merged with and into cbdMD LLC with cbdMD LLC as the surviving entity (the “Secondary Merger” and collectively with the Merger, the “Mergers”). cbdMD LLC was renamed on April 10, 2019 to CBD Industries LLC (“CBDI”) and has continued as a wholly-owned subsidiary of the Company and maintains the operations of Cure Based Development pre-closing. As consideration for the Merger, the Company has a contractual obligation, after approval by our shareholders, to issue 15,250,000 shares of our common stock to the members of Cure Based Development, of which 8,750,000 of the shares will vest over a five year period and are subject to a voting proxy agreement. The Merger Agreement also provides that an additional 15,250,000 shares of our common stock can be issued upon the satisfaction of aggregate net revenue criteria by CBDI, within 60 months following the Closing. The net revenue criteria are: $20.0, $40.0, $80.0 and $160.0 million, in aggregate $300.0 million (See Note 8 for more information).

The initial 15,250,000 shares were approved by our shareholders and issued on April 19, 2019.

The Company owns 100% of the equity interest of CBDI. The valuation and purchase price allocation for the Mergers was finalized at September 30, 2019.

The following table presents the final purchase price allocation:

Consideration	$ 74,353,483

Assets acquired:
Cash and cash equivalents	$ 1,822,331
Accounts receivable	850,921
Inventory	1,054,926
Other current assets	38,745
Property and equipment, net	723,223
Intangible assets	21,585,000
Goodwill	54,669,997
Total assets acquired	80,745,143

Liabilities assumed:
Accounts payable	257,081
Notes payable – related party	764,300
Customer deposits - related party	265,000
Accrued expenses	460,979
Deferred tax liability	4,644,300
Total Liabilities assumed	6,391,660

Net Assets Acquired	$ 74,353,483

The goodwill generated from this transaction can be attributed to the benefits the Company expects to realize from the growth strategies the acquired Company had developed and the entry into an emerging market with high growth potential. See Note 8 regarding contingent liability.

In connection with the purchase price allocation, the Company recorded a deferred tax liability of approximately $4,644,000, with a corresponding increase to goodwill, for the tax effect of the acquired intangible assets from Cure Base Development. This liability was recorded as there will be no future tax deductions related to the acquired intangibles, and we have identified these as indefinite-lived intangible assets.

The Company also acquired estimated net operating loss carryforwards of approximately $1,996,000, Under Internal Revenue Code (IRC) Section 382, the use of net operating loss (“NOL”) carryforwards may be limited to an annual limit if a change in ownership of a company occurs.

NOTE 3 – MARKETABLE SECURITIES AND INVESTMENT OTHER SECURITIES

The Company may, from time to time, enter into contracts where a portion of the consideration provided by the customer in exchange for the Company's services is common stock, options or warrants (an equity position). In these situations, upon invoicing the customer for the stock or other instruments, the Company will record the receivable as accounts receivable other, and use the value of the stock or other instrument upon invoicing to determine the value. If there is insufficient data to support the valuation of the security directly, the company will value it, and the underlying revenue, on the estimated fair value of the services provided. Where an accounts receivable other is settled with the receipt of the common stock or other instrument, the common stock or other instrument will be classified as an asset on the balance sheet as either an investment marketable security (when the customer is a public entity) or as an investment other security (when the customer is a privately held entity).

On June 23, 2017, I’M1 and EE1 in aggregate exercised a warrant for 1,600,000 shares of common stock for services delivered to a customer and accounted for this in Investment other securities. The common stock was issued to the Company’s subsidiaries I’M1 and EE1. The customer is a private entity and the stock was valued at $912,000, which was based on its recent financing in June 2017 at $0.57 per share. The Company has classified this common stock as Level 3 for fair value measurement purposes as there are no observable inputs. In valuing the stock the Company used the fair value of the services provided, utilizing an analysis of vendor specific objective evidence of its selling price. In August 2017, each of I’M1 and EE1 distributed the shares to its majority owner, cbdMD, and also distributed shares valued at $223,440 to its non-controlling interests. In August 2017, the Company also provided referral services for kathy Ireland® Worldwide and this customer. As compensation the Company received an additional 200,000 shares of common stock valued at $114,000 using the pricing described above. On December 21, 2017, the Company purchased 300 shares of preferred stock in a private offering from this customer for $300,000. The preferred shares are convertible into common stock at a 20% discount of a defined subsequent financing, or an IPO offering of a minimum $15 million, or at a company valuation of $45 million whichever is the least. The Company has classified this stock as Level 3 for fair value measurement purposes as there are no observable inputs. In valuing the stock the Company used the value paid, which was the price offered to all third party investors. Subsequently, the Company has recently met with other investors of the customer and has indicated desire to sell the equity interest of the Company. As of September 30, 2019, based on conversations with other investors, the market for this equity, and potential selling prices negotiated, the Company determined that the value at September 30, 2019 was $600,000 and an impairment of $502,560 was appropriate for the year ended September 30, 2019. In November 2019, the Company entered into an option to purchase the shares by June 30, 2020 with a third party for $600,000. The option required the buyer to provide a non refundable deposit of $30,000. Based on this, the Company has determined there was not an indication of an impairment at December 31, 2019.

In December 2017, the Company completed services per an advisory services agreement with Kure Corp, formerly a related party. As payment for these services, Kure Corp issued 800,000 shares of its stock to the Company. The customer was a private entity and the stock was valued at $400,000, which was based on financing activities by Kure Corp in September 2017 in which shares were valued at $0.50 per share. The Company had classified this common stock, cumulative value of $400,000, as Level 3 for fair value measurement purposes as there were no observable inputs. In valuing the stock the Company used factors including information provided by the issuer regarding their recent results and future plans as well as their most recent financing transactions. On April 30, 2018, Kure Corp. merged with Isodiol International, Inc. (CSE: ISOL, OTCQB: ISOLF, FSE:LB6A.F), a Canadian company. Details can be reviewed in our Form 10-K previously filed. As a result of this merger we received the first issuance of 380,952 shares from Isodiol and valued them based on the trading price on April 30, 2018 of $0.63 per share which totaled $240,000. We also removed the value of the Kure equity of $400,000 from our Level 3 investments as part of the exchange described above. As the full value of the Kure equity will not be received until the future issuances based on earn out goals, we recorded an accounts receivable other of $160,000 as of December 31, 2018. On March 31, 2019, Isodiol spun off Kure to its original shareholders by issuing back all original Kure stock. As a result of the spin off, the Company will receive 800,000 shares of Kure stock which we valued at the $160,000 and as Kure is private, when the shares are received they will be treated as a Level 3 stock and will be accounted for as the $160,000 accounts receivable other. The Company has determined that the 800,000 shares have a fair market value over $160,000. The Company has assessed the common stock and determined there was not an indication of an impairment at December 31, 2019.

On December 30, 2017 the Company entered into an Agreement with Isodiol International, Inc. (CSE: ISOL, OTCQB: ISOLF, FSE:LB6A.F), a Canadian company which is a developer of pharmaceutical grade phytochemical compounds and a manufacturer and developer of phytoceutical consumer products. As payment for these services, the Company has received 1,226,435 shares of Isodiol common stock between December 31, 2017 and January 2019. The Company also received 38,095 shares of Isodiol stock upon Isodiol’s acquisition of Kure Corp, giving the Company a total of 1,264,530 shares. At December 31, 2019, the Company has 1,042,193 shares valued at $136,527.

The table below summarizes the assets valued at fair value as of December 31, 2019:

	In Active Markets for Identical Assets and Liabilities (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)	Total Fair Value at December 31, 2019

Marketable securities	$ 136,527	-	$ -	$ 136,527
Investment other securities	-	-	$ 600,000	$ 600,000

	Level 1	Level 2	Level 3	Total
Balance at September 30, 2019	$ 198,538	$ -	$ 600,000	$ 798,538
Change in value of equities,	$ (62,011 )	$ -	$ -	$ (62,011 )
Balance at December 31, 2019	$ 136,527	$ -	$ 600,000	$ 736,527

NOTE 4 – INVENTORY

Inventory at December 31, 2019 and September 30, 2019 consists of the following:

	December 31,	September 30,
	2019	2019
Finished goods	$ 2,050,712	$ 3,050,120
Inventory components	3,256,505	1,251,466
Inventory prepaid	1,141,211	903,458
Total	$ 6,448,428	$ 5,205,044

NOTE 5 – PROPERTY AND EQUIPMENT

Major classes of property and equipment at December 31, 2019 and September 30, 2019 consist of the following:

	December 31,	September 30,
	2019	2019
Computers, furniture and equipment	$ 169,122	$ 131,077
Manufacturing equipment	1,802,745	1,375,986
Leasehold improvements	466,824	375,954
Automobiles	24,892	24,892
	2,463,583	1,907,909
Less accumulated depreciation	(305,603 )	(192,352 )
Net property and equipment	$ 2,157,980	$ 1,715,557

Depreciation expense for continuing operations related to property and equipment was $113,251 and $4,103 for the three months ended December 31, 2019 and 2018, respectively. Depreciation expense for discontinued operations related to property and equipment was $4,715 for the three months ended December 31, 2018.

NOTE 6 – INTANGIBLE ASSETS

With the Mergers of Cure Based Development, the Company has made a strategic shift toward the CBD business and all entities and their associated intangibles were assessed during the year ended September 30, 2019 with that focus and their ability to support that business line.

On December 20, 2018, the Company completed the Mergers with Cure Based Development and acquired certain assets, including the trademark "cbdMD" and its variants and certain other intellectual property. The trademark is the cornerstone of this subsidiary and is key as we create and distribute products and continue to build this brand. We believe the trademark does not have limits on the time it will contribute to the generation of cash flows and therefore we have identified these as indefinite-lived intangible assets (see Note 2 for more information).

In September 2019, the Company purchased the rights to the trademark name HempMD for $50,000. This trademark will be used in the marketing and branding of certain products to be released under this brand name. We believe the trademark does not have limits on the time it will contribute to the generation of cash flows and therefore we have identified these as indefinite-lived intangible assets.

Intangible assets as of December 31, 2019 and September 30, 2019 consisted of the following:

	December 31,	September 30,
	2019	2019
Trademark related to cbdMD	$ 21,585,000	$ 21.585,000
Trademark for HempMD	50,000	50,000
Total	$ 21,635,000	$ 21,635,000

NOTE 7 – PRO FORMA FINANCIAL INFORMATION (UNAUDITED)

The following unaudited pro-forma data summarizes the results of operations for the three months ended December 31, 2019 and 2018, as if the Mergers with Cure Based Development had been completed on October 1, 2017. The pro-forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the Mergers had taken place on October 1, 2017. The pro-forma financial information represents the continuing operations only.

	Three Months Ended December 31, 2019	Three Months Ended December 31, 2018

Net sales	$ N/A*	$ 3,549,115
Operating income (loss)	$ N/A*	$ (828,744 )
Net income (loss)	$ N/A*	$ (2,180,308 )
Net income per share – average weighted shares	$ N/A*	$ (0.09 )
Net income per share – fully diluted	$ N/A*	$ -

* All entities were consolidated effective December 21, 2018 therefore, the results of operations are included in these condensed financial statements.

For the per share calculation prior to April 2019, it is being assumed that the shares to be issued contractually under the Merger Agreement, upon shareholder approval, were issued at the beginning of each period. This would account for an additional 6,500,000 shares issued directly to the members of Cure Based Development and another 8,750,000 shares issued which would have a voting proxy and leak out on voting rights over a 5 year period.

NOTE 8 – CONTINGENT LIABILITY

As consideration for the Mergers, described in Note 2, the Company has a contractual obligation to issue 15,250,000 shares of our common stock, after approval by our shareholders, to the members of Cure Based Development, issued in two tranches 6,500,000 and 8,750,000, both of which are subject to leak out provisions, and the 8,750,000 tranche of shares will also vest over a five year period and are subject to a voting proxy agreement. The Merger Agreement also provides that an additional 15,250,000 shares of our common stock can be issued upon the satisfaction of certain aggregate net revenue criteria by cbdMD within 60 months following the Closing Date (“earn out”).

The contractual obligations and earn out provision are accounted for as a contingent liability and fair value is determined using Level 3 inputs, as estimating the fair value of these contingent liabilities require the use of significant and subjective inputs that may and are likely to change over the duration of the liabilities with related changes in internal and external market factors.

The initial two tranches totaling 15,250,000 shares have been valued using a market approach method and included the use of the following inputs: share price upon contractual obligation, discount for lack of marketability to address leak out restrictions, and probability of shareholder disapproval. In addition, the 8,750,000 shares in the second tranche also included an input for a discount for lack of voting rights during the vest periods.

The Merger Agreement also provides that an additional 15,250,000 shares (Earnout Shares) would be issued as part of the consideration for the Mergers, upon the satisfaction of certain aggregate net revenue criteria by cbdMD within 60 months following the Closing Date as follows, as measured at four intervals (Marking Period): the completion of 12, 24, 42, and 59 calendar months from the Closing Date, and based upon the ratios set forth below:

Aggregate Net Revenues		Shares Issued / Each $ of Aggregate Net Revenue Ratio

$1 - $20,000,000		.190625
$20,000,001 - $60,000,000		.0953125
$60,000,001 - $140,000,000		.04765625
$140,000,001 - $300,000,000		.023828125

For clarification purposes, the Aggregate Net Revenues during a Marking Period shall be multiplied by the applicable Shares Issued/Each $ of Aggregate Net Revenue Ratio, minus, the number of shares issued as a result of Aggregate Net Revenues during the prior Marking Periods.

The initial 15,250,000 shares and Earnout Shares were approved by our shareholders and the initial shares were issued on April 19, 2019.

The 15,250,000 Earnout Shares which would be issued in the future, upon the satisfaction of net revenue criteria have been valued using a Monte Carlo Simulation. Inputs used included: stock price, volatility, interest rates, revenue projections, and likelihood of obtaining revenue projections, amongst others.

The value of the contingent liability was $50,600,000 at September 30, 2019 and represents the Earnout Shares. The initial shares were issued upon shareholder approval on April 19, 2019 and had a carrying value of $53,215,163. Additionally, as the 15,250,000 initial shares were issued, the value of the shares in the amount of $53,215,163 was reclassified from the contingent liability to additional paid in capital on the balance sheet. The Earnout Shares were valued at $33,701,994 on December 31, 2019 as compared to $50,600,000 at September 30, 2019. The decrease in value of the contingent liability of $16,898,006 is recorded in the Statement of Operations for the three months ended December 31, 2019. The Company utilized both a market approach and a Monte Carlo simulation in valuing the contingent liability and a key input in both of those methods is the stock price. The main driver of the decrease in the value of the Earnout Shares within the contingent liability was the decrease of the Company’s stock price, which was $2.26 at December 31, 2019 as compared to $3.96 on September 30, 2019.

NOTE 9 – RELATED PARTY TRANSACTIONS

On December 20, 2018, with the closing of the Merger Agreement with Cure Based Development, we recognized the following related party transactions which happened prior to the Mergers:

Cure Based Development received $90,000 from Verdure Holdings LLC for future orders of the Company’s products. Verdure Holdings LLC, at that time, was an affiliate of the CEO of Cure Based Development. This amount has been adjusted based on sales to Verdure Holdings subsequent to the mergers and is recorded as customer deposits - related party on the accompanying balance sheet and was $0 and 7,339 at December 31, 2019 and September 30, 2019, respectively.

Cure Based Development entered a lease for office space, which also provides administrative and IT services, from an affiliate of the CEO of Cure Based Development. The lease was a month to month lease for $9,166 per month and ended September 2019.

Cure Based Development leases its manufacturing facility from an entity partially owned by an individual who now has a contractual right to receive shares of the Company as part of the Mergers. The current lease was entered into on December 15, 2018 and ends December 15, 2021 and has been amended at an annual base rent rate of $199,200 allowing for a 3% annual increase. In addition, common area maintenance rent is set at $25,200 annually.

NOTE 10 – SHAREHOLDERS’ EQUITY

Preferred Stock – We are authorized to issue 50,000,000 shares of preferred stock, par value $0.001 per share. In October 2019, the Company designated 5,000,000 of these shares as 8% Series A Cumulative Convertible Preferred Stock. Our 8% Series A Cumulative Convertible Preferred Stock ranks senior to our common stock for liquidation or dividend provisions and are entitled to receive cumulative cash dividends at an annual rate of 8% payable monthly in arrears for the prior month. The Company reviewed ASC 480 – Distinguishing Liabilities from Equity in order to determine the appropriate accounting treatment for the preferred stock and determined that the preferred stock should be treated as equity. There were 500,000 shares of 8% Series A Cumulative Convertible Preferred Stock issued and outstanding at December 31, 2019.

The total amount of dividends declared and paid were $67,000 and $67,000, respectively, for the three months ended December 31, 2019.

Common Stock – We are authorized to issue 150,000,000 shares of common stock, par value $0.001 per share. There were 27,720,356 shares of common stock issued and outstanding at December 31, 2019 and September 30, 2019, respectively.

Preferred stock transactions:

In the three months ended December 31, 2019:

On October 16, 2019, the Company completed a follow-on public offering of 500,000 shares of its 8.0% Series A Cumulative Convertible Preferred Stock for aggregate gross proceeds of $5,000,000. The Company received approximately $4.5 million in gross proceeds after deducting underwriting discounts and commissions.

No preferred stock was issued in the three months ended December 31, 2018.

Common stock transactions:

No common stock was issued in the three months ended December 31, 2019.

In the three months ended December 31, 2018:

On October 2, 2018, the Company completed a follow-on public offering of 1,971,428 shares of its common stock for aggregate gross proceeds of approximately $6.9 million. The Company received approximately $6.3 million in net proceeds after deducting underwriting discounts and commissions and other estimated offering expenses payable by us. The Company also issued to the representative of the underwriters warrants to purchase in aggregate 51,429 shares of common stock with an exercise price of $4.375. The warrants were valued at $86,092 and expire on September 28, 2023.

Stock option transactions:

In the three months ended December 31, 2019:

In December 2019 we granted an aggregate of 280,000 common stock options to two executives. The options vest 1/3 on January 1, 2020, 1/3 on January 1, 2021 and 1/3 on January 1, 2022, have an exercise price of $3.15 per share and a term of five years. We have recorded an expense for the options of $190,776 for the three months ended December 31, 2019.

No options were issued in the three months ended December 31, 2018.

The expected volatility rate was estimated based on comparison to the volatility of a peer group of companies in similar industries. The expected term used was the full term of the contract for the issuances. The risk-free interest rate for periods within the contractual life of the option is based on U.S. Treasury securities. The pre-vesting forfeiture rate of zero is based upon the experience of the Company. As required under ASC 718, we will adjust the estimated forfeiture rate to our actual experience. Management will continue to assess the assumptions and methodologies used to calculate estimated fair value of share-based compensation. Circumstances may change and additional data may become available over time, which could result in changes to these assumptions and methodologies, and thereby materially impact our fair value determination.

The following table summarizes the inputs used for the Black-Scholes pricing model on the options issued in the three months ended December 31, 2019 and 2018:

	2019	2018
Exercise price	$ 3.15	-
Risk free interest rate	1.64 %	-
Volatility	95.96 %	-
Expected term	5 years	-
Dividend yield	None	-

Warrant transactions:

In the three months ended December 31, 2019:

In October 2019 in relation to the follow-on public offering of the 8.0% Series A Cumulative Convertible Preferred Stock, we issued to the representatives of the underwriters warrants to purchase in aggregate 47,923 shares of common stock with an exercise price of $3.9125. The warrants expire on October 10, 2024.

In the three months ended December 31, 2018:

On October 2, 2018 in relation to the secondary offering, we issued to the representatives of the underwriters warrants to purchase in aggregate 51,429 shares of common stock with an exercise price of $4.375. The warrants expire on September 28, 2023.

The following table summarizes the inputs used for the Black-Scholes pricing model on the warrants issued in the three months ended December 31, 2019 and 2018:

	2019	2018
Exercise price	$ 3.9125	$ 4.375
Risk free interest rate	1.48 %	2.90 %
Volatility	95.36 %	70.61 %
Expected term	5 years	5 years
Dividend yield	None	None

NOTE 11 – STOCK-BASED COMPENSATION

Equity Compensation Plan – On June 2, 2015, the Board of Directors of the Company approved the 2015 Equity Compensation Plan (“Plan”). The Plan made 1,175,000 common stock shares, either unissued or reacquired by the Company, available for awards of options, restricted stocks, other stock grants, or any combination thereof. The number of shares of common stock available for issuance under the Plan shall automatically increase on the first trading day of our fiscal year during the term of the Plan, beginning with calendar year 2016, by an amount equal to one percent (1%) of the total number of shares of common stock outstanding on the last trading day in September of the immediately preceding fiscal year, but in no event shall any such annual increase exceed 100,000 shares of common stock. On April 19, 2019, shareholders approved an amendment to the Plan and increased the amount of shares available for issuance under the Plan to 2,000,000 and retained the annual evergreen increase provision of the plan.

We account for stock-based compensation using the provisions of FASB ASC 718. FASB ASC 718 codification requires companies to recognize the fair value of stock-based compensation expense in the financial statements based on the grant date fair value of the options. We have only awarded stock options since December 2015. All options are approved by the Compensation Committee of the Board of Directors. Restricted stock awards that vest in accordance with service conditions are amortized over their applicable vesting period using the straight-line method. The fair value of our stock option awards or modifications is estimated at the date of grant using the Black-Scholes option pricing model.

Eligible recipients include employees, officers, directors and consultants who are deemed to have rendered or to be able to render significant services to the Company or its subsidiaries and who are deemed to have contributed or to have the potential to contribute to the success of the Company. Options granted generally have a five to ten year term and have vesting terms that cover one to three years from the date of grant. Certain of the stock options granted under the plan have been granted pursuant to various stock option agreements. Each stock option agreement contains specific terms.

Stock Options – The Company currently has awards outstanding with service conditions and graded-vesting features. We recognize compensation cost on a straight-line basis over the requisite service period.

The fair value of each time-based award is estimated on the date of grant using the Black-Scholes option valuation model. Our weighted-average assumptions used in the Black-Scholes valuation model for equity awards with time-based vesting provisions granted during the year.

The following table summarizes stock option activity under the Plan:

	Number of shares	Weighted-average exercise price	Weighted-average remaining contractual term (in years)	Aggregate intrinsic value (in thousands)
Outstanding at September 30, 2019	1,219,650	6.07
Granted	280,000	3.15
Exercised	-	-
Forfeited	-	-
Outstanding at December 31, 2019	1,499,650	$ 5.52	7.42	$ —

Exercisable at December 31, 2019	809,650	$ 5.49	7.27	$ —

As of December 31, 2019, there was approximately $1,586,205 of total unrecognized compensation cost related to non-vested stock options which vest over a period of approximately 2.3 years.

Restricted Stock Award transactions:

In May 2019 the Company issued 57,500 restricted stock awards in aggregate to eleven employees. The restricted stock awards vest January 1, 2020. The stock awards were valued at fair market upon issuance at $368,000 and amortized over the vesting period. We recognized $138,000 of stock based compensation expense for the three months ended December 31, 2019.

NOTE 12 – WARRANTS

Transactions involving our equity-classified warrants are summarized as follows:

	Number of shares	Weighted-average exercise price	Weighted- average remaining contractual term (in years)	Aggregate intrinsic value (in thousands)
Outstanding at September 30, 2019	423,605	$ 6.64	-	-
Issued	47,923	3.91
Exercised	-	-
Forfeited	-	-
Outstanding at December 31, 2019	471,528	$ 6.36	2.83	$ —

Exercisable at December 31, 2019	423,605	$ 6.64	2.770	$ —

The following table summarizes outstanding common stock purchase warrants as of December 31, 2019:

	Number of shares	Weighted-average exercise price	Expiration

Exercisable at $7.80 per share	141,676	$ 7.80	September 2021
Exercisable at $4.00 per share	70,500	$ 4.00	September 2022
Exercisable at $7.50 per share	100,000	$ 7.50	October 2022
Exercisable at $4.375 per share	51,429	$ 4.375	September 2023
Exercisable at $7.50 per share	60,000	$ 7.50	May 2024
Exercisable at $3.9125 per share	47,923	$ 3.9125	October 2024
	471,528	6.36

NOTE 13 – COMMITMENTS AND CONTINGENCIES

In May 2019, the Company entered into an endorsement agreement with a professional athlete. The term of the agreement is through December 31, 2022 and is tied to performance of the athlete in so many professional events annually, and also includes promotion of the Company via social media, wearing of logo during competition, provide production days for advertising creation and attend meet and greets. The potential payments, if all services are provided, in aggregate is $4,900,000 and is paid based on the services above for the period ending: December 2019 - $400,000, December 2020 - $800,000, December 2021 - $1,800,000, and December 2022 - $1,900,000. We have recorded expense of $166,666 for the three months ended December 31, 2019.

In September 2019, the Company entered into a sponsorship agreement with Life Time, Inc, an operator of fitness clubs, facilities and events. The term of the agreement is through December 31, 2022 and is tied to the Company being the exclusive CBD company and performance of Life Time Inc. regarding advertisement, marketing and display within facilities and at identified events. The potential payments, if all commitments are met, in aggregate is $4,900,000 and is to be paid for the period ending: December 2019 - $1,125,555, December 2020 - $1,258,148, December 2021 - $1,258,148 and December 2022 - $1,258,149. We have recorded expense of $965,000 for the three months ended December 31, 2019.

In October 2019, the Company entered into a sponsorship agreement with Feld Motor Sports to be an official sponsor of the Monster Energy Cup events through 2021, the United States AMA Supercross and FIM World Championship events through 2021, and US Supercross Futures event through 2021. The sponsorship includes various media, marketing, and promotion activities. The payments in aggregate are $1,750,000 and is to be paid for the period ending: December 2019 - $150,000, December 2020 - $800,000 and December 2021 - $800,000. We have recorded expense of $63,206 for the three months ended December 31, 2019.

NOTE 14 – NOTE PAYABLE

In July 2019, we entered into a loan arrangement for $249,100 for a line of equipment, of which $182,975 is a long term note payable at December 31, 2019. Payments are for 60 months and have a financing rate of 7.01 %, which requires a monthly payment of $4,905.

NOTE 15 – DISCONTINUED OPERATIONS

Effective September 30, 2019, the Company ceased operations of four business subsidiaries: EE1, IM1, BPU and Level H&W. These subsidiaries accounted for our licensing, entertainment, and products segments prior to fiscal 2019 and the Company has determined that these business units are not able to provide support or value to the CBD business, which the Company is now strategically focused on.

Therefore, the Company has classified the operating results of these subsidiaries as discontinued operations, net of tax in the Consolidated Statements of Operations.

The following table shows the summary operating results of the discontinued operations for the three months ended December 31, 2018:

	Three months ended December 31,	Three months ended December 31,
	2019	2018

Gross Sales	$ -	$ 783,734
Allowances	-	(392 )
Total Net Sales	-	783,342
Costs of sales	-	325,697
Gross profit	-	457,645
Operating expenses	41,202	153,128
Income (loss) from operations	(41,202 )	304,517

Other income
Realized and Unrealized gain (loss) on marketable securities	-	(1,578,976 )
Interest income (expense)	-	6,348
Income (loss) before provision for income taxes	(41,202 )	(1,268,111 )
Provision for income taxes	-	-
Net Income (loss)	(41,202 )	(1,268,111 )
Net Income (loss) attributable to non-controlling interest	$ -	$ (79,149 )

The following table shows the summary assets and liabilities of the discontinued operations as of December 31, 2019 and September 30, 2019.

	December 31,	September 30,
	2019	2019
Assets

Current assets:
Cash and cash equivalents	$ -	$ -
Accounts receivable	875,331	1,080,000
Total current assets included as part of discontinued operations	875,331	1,080,000

Other assets:
Total other assets included as part of discontinued operations	-	-

Total assets included as part of discontinued operations	$ 875,331	$ 1,080,000


Liabilities

Current liabilities:
Accounts payable	$ -	$ -
Total current assets included as part of discontinued operations	-	-

Long term liabilities:
Total long term liabilities as part of discontinued operations	-	-

Total liabilities included as part of discontinued operations	$ -	$ -

The following table shows the significant cash flow items from discontinued operations for the three months ended December 31,:

	2019	2018
Depreciation/ amortization	$ -	$ 64,414
Realized/unrealized (gain) loss on securities expenditures	$ -	$ 80,173
Impairment on discontinued operations assets	$ (38,002 )	$ -
Non cash consideration received for services	$ -	$ (407,500 )

At September 30, 2019, EE1 had an accounts receivable for prior services delivered to two customers in aggregate of $1,080,000 of which $1,000,000 was from a related party at the time. At December 31, 2019 the balance on the accounts receivable is $875,331, which reflects payments made and an impairment of $38,002.

As two of the subsidiaries, EE1 and IM1, had minority interests (non-controlling interests) and all parties agreed to transfer the non- controlling interest to the Company, we have reclassified the non-controlling interest balance of $(482,648) to additional paid in capital as of September 30, 2019.

NOTE 16 – LEASES

We have lease agreements for our corporate, warehouse and laboratory offices with lease periods expiring between 2021 and 2026. ASC 842 requires the recognition of leasing arrangements on the balance sheet as right-of-use assets and liabilities pertaining to the rights and obligations created by the leased assets. We determine whether an arrangement is a lease at inception and classify it as finance or operating. All of our leases are classified as operating leases. Our leases do not contain any residual value guarantees.

Right-of-use lease assets and corresponding lease liabilities are recognized at commencement date based on the present value of lease payments over the expected lease term. Since the interest rate implicit in our lease arrangements is not readily determinable, we determine an incremental borrowing rate for each lease based on the approximate interest rate on a collateralized basis with similar remaining terms and payments as of the lease commencement date to determine the present value of future lease payments. Our lease terms may include options to extend or terminate the lease.

In addition to the monthly base amounts in the lease agreements, the Company is required to pay real estate taxes, insurance and common area maintenance expenses during the lease terms, which are variable lease costs.

Lease costs on operating leases are recognized on a straight-line basis over the lease term and included as a selling, general and administrative expense in the condensed consolidated statements of operations.

Components of operating lease costs are summarized as follows:

	Three Months Ended
	December 31, 2019
Operating lease costs	$ 382,433
Variable lease costs	23,100
Total operating lease costs	$ 405,533

Supplemental cash flow information related to operating leases is summarized as follows:

	Three Months Ended
	December 31, 2019
Cash paid for amounts included in the measurement of operating lease liabilities	$ 318,759

As of December 31, 2019, our operating leases had a weighted average remaining lease term of 6.36 years and a weighted average discount rate of 4.66%. Future minimum aggregate lease payments under operating leases as of December 31, 2019 are summarized as follows:

For the year ended September 30,
2020 (remaining nine months)	$ 1,076,047
2021	1,452,434
2022	1,392,837
2023	1,380,204
2024	1,421,610
Thereafter	2,532,811
Total future lease payments	9,255,943
Less interest	(1,305,139 )
Total lease liabilities	$ 7,950,804

Future minimum lease payments (including interest) under non-cancelable operating leases as of September 30, 2019 are summarized as follows:

For the year ended September 30,
2020	$ 1,394,806
2021	1,452,434
2022	1,392,837
2023	1,380,204
2024	1,421,610
Thereafter	2,532,811
Total obligations and commitments	$ 9,574,702

NOTE 17 – EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share for the following periods:

	Three Months Ended
	December 31, 2019	December 31, 2018
Basic:
Net income (loss) continuing operations	$ 12,970,965	$ (920,931 )
Net income (loss) discontinued operations	(41,202 )	(1,188,962 )
Net income (loss) attributable to cbdMD, Inc. common shareholders	12,929,763	(2,109,893 )

Preferred dividends paid	66,734	-
Diluted:
Net income (loss) continuing operations adjusted for preferred dividend	12,904,231	-
Net income(loss) adjusted for preferred dividend	12,863,029	-

Shares used in computing basic earnings per share	27,720,356	10,052,960
Effect of dilutive securities:
Options	-	-
Warrants	-	-
Convertible preferred shares	833,500	-
Shares used in computing diluted earnings per share	28,553,856	10,052,960

Earnings per share Basic:
Continued operations	0.46	(0.09 )
Discontinued operations	(.00 )	(0.12 )
Basic earnings per share	0.46	(0.21 )

Earnings per share Diluted:
Continued operations	0.45	-
Discontinued operations	-	-
Diluted earnings per share	0.45	-

At December 31, 2018, 833,255 potential shares underlying options and warrants, were excluded from the shares used to calculate diluted loss per share as their inclusion would reduce net loss per share.

NOTE 18 – INCOME TAXES

On November 17, 2017, the Company completed an IPO. The Company conducted a Section 382 analysis and determined an ownership change occurred upon the IPO. On October 2, 2018 the Company completed a follow-on offering. On December 16, 2019 the Company completed afollow-on offering of its 8.0% Series A Cumulative Convertible Preferred Stock. Management has determined that the Company's federal and state NOL carryovers established up through the date of each of these ownership changes may be subject to an annual limitation; however, this limitation is not material to these condensed consolidated financial statements.

On December 22, 2017, the Tax Cuts and Jobs Act was enacted. As a result of the enactment, the U.S. corporate tax rate was changed from a progressive bracketed tax rate with the highest marginal rate of 35% to a flat corporate tax rate of 21%. The Company has revalued its deferred tax assets and liabilities at the date of enactment and the result was a reduction of the net deferred tax liability and a tax provision benefit of $12,000 which is reflected in the nine months ending June 30, 2018 financial statements.

On December 20, 2018, the Company completed a two-step merger with Cure Based Development (see Note 2). As a result of the Mergers the Company established as part of the purchase price allocation a net deferred tax liability related to the book-tax basis of certain assets and liabilities of approximately $4.6 million.

The Company has had a valuation allowance against the net deferred tax assets, with the exception of the deferred tax liabilities that result from indefinite-life intangibles ("naked credits"). The Company has determined that using the general methodology for calculating income taxes during an interim period for the quarter ending December 31, 2019, provides for a wide range of potential annual effective rates. Therefore, the Company has calculated the tax provision on a discrete basis under ASC 740-270-30-36(b) for the quarter ending December 31, 2019. Given available information to date and the most probable scenario given the facts and circumstances, management’s expectation is that the Company will generate enough indefinite life deferred tax assets from post-merger NOLs to reduce the naked credits to zero during the year, and continue to record a valuation allowance on remaining DTAs. As a result, the Company decreased the deferred tax liability from $2,240,000 to $0 and a recorded a deferred tax benefit of $2,240,000 for the quarter ending December 31, 2019.

NOTE 19 – SUBSEQUENT EVENTS

On January 14, 2020, the Company completed a follow-on firm committment underwritten public offering of 18,400,000 shares of its common stock for aggregate gross proceeds of $18,400,000. The Company received approximately $16.9 million in net proceeds after deducting underwriting discounts and commissions.

I TEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion of our financial condition and results of operations for the first quarters of fiscal 2020 and fiscal 2019 should be read in conjunction with the condensed consolidated financial statements and the notes to those statements that are included elsewhere in this report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements because of several factors, including those set forth under the Part I, Item 1A, Risk Factors and Business sections in our 2019 10-K, this report, and our other filings with the Securities and Exchange Commission. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements. In addition, any statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances are forward-looking statements. Such statements are based on our current expectations and could be affected by the uncertainties and risk factors described throughout this report.

Overview

Business

Through our subsidiary, CBDI, we produce and distribute various high-grade, premium CBD products, including tinctures, capsules, gummies, bath bombs and topical creams. In the third quarter of fiscal 2019, we launched a line of pet related CBD products under our Paw CBD brand which includes tinctures, treats, and balms, with additional products under development. In October 2019, following the initial positive response to the Paw CBD brand from retailers and consumers, we organized Paw CBD as a separate wholly-owned subsidiary in an effort to take advantage of its early mover status in the CBD animal health industry. With over 40 SKU’s of premium pet CBD products for dogs, cats and horses, we are seeking to grow Paw CBD into a leading brand.

We either manufacture our premium line of products at our Charlotte, NC facility or work with third party manufacturers. We only source cannabinoids, including CBD, which are extracted from non-GMO hemp grown on farms in the United States. We utilize a manufacturing process which creates hybrid broad-spectrum concentrations including CBD, other cannabinoids, and various other compounds, which we believe creates a superior product, while eliminating tetrahydrocannabinol (THC) content.

Since December 2018, we have significantly increased the number of locations cbdMD products are available in, and with the building momentum of retailer acceptance subsequent to the passage of the Farm Bill, we are pursuing multiple opportunities to expand our product distribution as we continue to work to build cbdMD into a top recognized brand in the industry. We are also utilizing partnerships and sponsorships with professional athletes as a way to gain brand recognition.

Growth Strategies and Outlook

With the passage of the Farm Bill in December 2018, which removed hemp from the Controlled Substances Act, making it no longer an illegal substance under federal law, an opportunity to strategically position the Company in an emerging market was presented. With the acquisition of Cure Based Development described later in this report, we believe we have established a solid foundation which will allow us to significantly grow the Company and become a leader in a new market.

We are pursuing the following strategies to continue to grow our revenues and expand our business and operations in fiscal 2020 and beyond:

●

Increase our base of product offerings: We currently have a broad offering of CBD products, including topicals, tinctures, gummies, bath bombs, vape oils, capsules, and pet products and continue to evaluate additional offerings within these categories as well as new ways to provide CBD in a manner that meets consumer demands. To that end we are devoting resources to ongoing research and development processes with the goal of expanding our product offerings to meet these expanding consumer demands;

●

Expand our sales channels: As the market continues to evolve, we are expanding our sales channels. During fiscal 2019, we moved from a 100% online sales channel to working with wholesalers and retail channels. Big box retailers are beginning to explore CBD products and we believe this will provide another significant opportunity. In addition, sales channels for the pet line include expanding to not only retail stores but veterinary and pet care operations;

●

Expand our recently formed CBD animal health division: With the formation in October 2019 of Paw CBD as a separate wholly-owned subsidiary, we have committed resources to branding and marketing the Paw CBD product line, which we believe will enable us to more effectively target new sales channels as well as utilize our marketing efforts in a more defined manner that we believe will generate other sales opportunities;

●

Expand our sponsorships toward targeted segments: We have had significant success with attracting high profile sponsors and influencers and expect to continue to assess the segments we have covered as well as additional sponsors for segments we do not cover but we believe could provide opportunity for growth; and

●

Acquisitions. We may also choose to further build and maintain our brand portfolio by acquiring additional brands directly or through joint ventures if opportunities arise that we believe are in our best interests. As we are in an emerging market, opportunities could be present as companies establish strong brands and begin to obtain large market share. In assessing potential acquisitions or investments, we expect to utilize our internal resources to primarily evaluate growth potential, the strength of the target brand, offerings of the target, as well as possible efficiencies to gain. We believe that this approach will allow us to effectively screen consumer brand candidates and strategically evaluate acquisition targets and efficiently complete due diligence for potential acquisitions. We are not a party, however at this time, to any agreements or understandings regarding the acquisition of additional brands or companies and there are no assurances we will be successful in expanding our brand portfolio.

As a consumer goods manufacturer, we strive to meet or exceed the FDAs Good Manufacturing Practice (GMP) guidelines. With our growth and evolution, challenges could exist and we must continue to review processes and controls and adapt our day to day GMP policies and practices as our manufacturing volume increases. We are dedicated to providing the highest quality CBD consumer goods on the market and therefore will continue to focus substantial efforts on GMP compliance. We have recently completed a third-party audit to ensure we are using best practices and have been independently certified as GMP compliant. We intend to seek additional third-party certifications possibly as early as the second quarter of 2020 from NSF and the U.S. Hemp Authority. Additionally, we have secured third party contract manufacturing from FDA registered facilities which are independently GMP certified and subject to continuing independent audit and certification, to handle our increased manufacturing needs.

Results of operations

The following tables provide certain selected consolidated financial information for the periods presented:

	Three Months Ended December 31,
	2019	2018	change
	(unaudited)	(unaudited)
Net sales	$ 10,148,236	$ 465,687	9,682,549
Total net sales	$ 10,148,236	$ 465,687	9,682,549
Cost of sales	3,700,537	165,492	3,535,045
Gross profit as a percentage of net sales	63.5 %	64.5 %	(1.0 )%
Operating expenses	12,560,297	1,391,812	11,168,485
(Increase) decrease of contingent liability	16,898,006	-	16,898,006
Net income (loss) before taxes	10,730,665	(1,053,931 )	11,784,596
Net income (loss) attributable to cbdMD, Inc. common shareholders	$ 12,863,029	$ (2,109,893 )	14,972,922

Sales

We record product sales primarily through two main delivery channels, direct to consumers via online capabilities (E-commerce) and direct to wholesalers utilizing our internal sales team. In addition, we record revenue upon delivery of services (consulting, marketing and brand strategy). The following table provides information on the contribution of net sales by type of sale to our total net sales.

	Three months ended December 31, 2019	% of total	Three months ended December 31, 2018	% of total

Wholesale sales	$ 3,284,459	32.4 %	$ -	0 %
Consumer sales	6,863,777	67.6 %	465,687	100 %
Service oriented sales	-		-	0 %
Total net sales	$ 10,148,236		$ 465,687

The increase in net sales attributable to our wholesale and consumer sales are directly related to the Mergers in December 2018 and the continuing growth of this emerging business.

Cost of sales

Our cost of sales includes costs associated with distribution, fill and labor expense, components, manufacturing overhead, third-party providers, and outbound freight for our product sales (consumer and wholesale sales), and includes labor for our service sales. The following table provides information on the cost of sales to our net sales for the three months ended December 31, 2019 and 2018:

	Three months ended December 31, 2019	Three months ended December 31, 2018	change

Product sales	$ 3,700,537	$ 147,021	$ 3,553,516
Service related sales	-	18,471	(18,471 )
Total cost of sales	$ 3,700,537	$ 165,492	$ 3,535,045

In our product sales, our cost of sales as a percentage of sales was 36.5% and 35.5% for the three months ended December 31, 2019 and 2018, respectively. The change reflects the growth of the business and its manufacturing process as well as additional product offerings. We expect product sales will maintain cost of sales as a percentage of net sales, between 25% and 40%, as we continue to manage our overall cost for manufacturing and production.

Operating expenses

Our principal operating expenses include staff related expense, advertising (which includes expenses related to industry distribution and trade shows), sponsorships, affiliate commissions, merchant fees, travel, rent, professional service fees, and business insurance expense. Our operating expenses on a consolidated basis increased approximately 802% in the three months ended December 31, 2019 from the three months ended December 31, 2018 and is directly related to the Mergers on December 20, 2018 and the significant growth and ramp up of that business.

The following table provides information on our approximate operating expenses for the three months ended December 31, 2019 and 2018:

	Three months ended	Three months ended
	December 31, 2019	December 31, 2018	change

Staff related expense	$ 3,933,002	$ 294,540	$ 3,638,462
Accounting/legal expense	343,420	311,193	32,227
Professional outside services	513,085	254,365	258,720
Advertising/marketing/social media/events/tradeshows	2,410,721	82,142	2,328,579
Sponsorships	2,129,835	-	2,129,835
Affiliate commissions	544,266	-	544,266
Merchant fees	740,994	31,445	709,549
Travel expense	204,718	7,070	197,648
Rent	349,594	61,705	287,889
Business insurance	144,461	62,865	81,596
Non-cash stock compensation	680,574	143,673	536,901
All other expenses	565,627	142,814	422,813
Totals	$ 12,560,297	$ 1,391,812	$ 11,168,485

The increase in staff related expense is a direct result of the build out of the CBDI team. The increase in professional outside services is related to the use of outside agencies and firms to support the growth while we built our infrastructure. The increase in advertising/marketing, sponsorships, affiliate commissions, and travel are a result of execution on the business strategy and building of the CBD brand while increasing market share. The increase in merchant fees is a direct result of increased business through our E-commerce site. The non-cash stock compensation expense reflects the value of restricted stock awards and options as they vest.

The significant increase in operating expenses is related to the Mergers as well as the ramping up of the CBDI business, which included increased staff hiring, a full blown sales, advertising and marketing process and expenses related to infrastructure expansion.

Corporate overhead and allocation of management fees to our segments

Included in our consolidated operating expenses are expenses associated with our corporate overhead which are not allocated to the operating business unit, including (i) staff related expenses; (ii) accounting and legal expenses; (iii) professional outside services; (iv) travel and entertainment expenses; (v) rent; (vi) business insurance; and (vii) non-cash stock compensation expense.

The following table provides information on our approximate corporate overhead for three months ended December 31, 2019 and 2018:

	Three months ended	Three months ended
	December 31, 2019	December 31, 2018	change

Staff related expense	$ 417,407	$ 212,207	$ 205,200
Accounting/legal expense	272,014	311,193	(39,179 )
Professional outside services	175,508	245,420	(69,911 )
Travel expense	18,523	6,925	11,598
Business insurance	73,716	60,186	13,530
Non-cash stock compensation	680,574	143,673	536,901
Totals	$ 1,637,742	$ 979,604	$ 658,138

The overall increase in corporate operating expenses is related to the maturation of the entire organization and ongoing pubic company related expenses.

Other income and other non-operating expenses

Interest income (expense)

Our interest income (expense) was $7,267 and $37,686 for the three months ended December 31, 2019 and 2018, respectively.

Contingent liability

As consideration for the Mergers, under the terms of the Merger Agreement, we had a contractual obligation to issue 15,250,000 Initial Shares of our common stock, after approval by our shareholders, to the members of Cure Based Development, issued in two tranches 6,500,000 shares and 8,750,000 shares, both of which are subject to leak out provisions, and the 8,750,000 tranche of shares will also vest over a five year period and are subject to a voting proxy agreement. The Merger Agreement also provides that an additional 15,250,000 Earnout Shares of our common stock can be issued upon the satisfaction of certain aggregate net revenue criteria by cbdMD within 60 months following the closing date of the Mergers.

The Initial Shares and Earnout Shares were approved by our shareholders and the Initial Shares were issued on April 19, 2019. The Initial Shares value at April 19, 2019 was $53,215,163, and with the issuance of the Initial Shares, the contingent liability related to the Initial Shares was reclassified to shareholders’ equity by $53,215,163.

The earn out provision is accounted for and recorded as a contingent liability with increases in the liability recorded as a non cash other expense and decreases in the liability recorded as a non cash other income. The value of the contingent liability is $33,701,994 at December 31, 2019, as compared to $50,600,000 at September 30, 2019. The decrease of $16,898,006 is recorded as other income in the Statement of Operations for the three months ended December 31, 2019. The Company utilizes both a market approach and a Monte Carlo simulation in valuing the contingent liability and a key input in both of those methods is the stock price. The main driver of the decrease in the value of the contingent liability was the decrease of the Company’s stock price, which was $2.26 at December 31, 2019 as compared to $3.96 on September 30, 2019.

Realized and unrealized gain (loss) on marketable and other securities

We value investments in marketable securities at fair value and record a gain or loss upon sale at each period in realized and unrealized gain (loss) on marketable securities. For the three months ended December 31, 2019 and 2018 we recorded $(62,010) and $0 of realized and unrealized gain (loss) on marketable and other securities. The discontinued operations recorded a realized and unrealized gain (loss) of $(1,578,976), for the three months ended December 31, 2018, which is included in the net income (loss) from discontinued operations on the statement of operations.

Liquidity and Capital Resources

We had cash and cash equivalents on hand of $3,661,310 and working capital of $9,392,923 at December 31, 2019 as compared to cash on hand of $4,689,966 and working capital of $12,033,157 at September 30, 2019. Our current assets decreased approximately 5.5% at December 31, 2019 from September 30, 2019, and is primarily attributable to a decrease of cash, accounts receivable, marketable and other securities, merchant reserve, and assets from discontinued operations, offset by an increase in inventory and prepaid expenses. Our current liabilities increased approximately 47.7% at December 31, 2019 from September 30, 2019. This increase is primarily attributable to increases in accounts payable, note payable and operating lease short term liability, offset by decreases in accrued expenses.

During the three months ended December 31, 2019 we used cash primarily to fund our operations.

We do not have any commitments for capital expenditures. We have a commitment for cumulative cash dividends at an annual rate of 8% payable monthly in arrears for the prior month to our preferred shareholders. We have multiple endorsement or sponsorship agreements for varying time periods up through December 2022 and provide for financial commitments from the Company based on performance/participation (see Note 13 Commitments and Contingencies). We have sufficient working capital to fund our operations.

Our goal from a liquidity perspective is to use operating cash flows to fund day to day operations and we have not met this goal as cash flow from operations has been a net use of $4,873,544 and $1,162,902 for three months ended December 31, 2019 and fiscal 2018, respectively.

On October 16, 2019 we closed a follow-on firm committment underwritten public offering of shares of our 8.0% Series A Convertible Preferred Stock resulting in total net proceeds to us of $4,525,100. On January 15, 2020, we closed a follow-on firm underwritten public offering of shares of our common stock resulting in total net proceeds to us of $16,928,100. We are using the net proceeds from the offerings for brand development and expansion, advertising, marketing, and general working capital.

Related Parties

As described in Note 9 in notes to our consolidated financial statements appearing elsewhere in this report, we have engaged in related party transactions. We have reported transactions with related parties within the consolidated financial statements as well as within the notes to the consolidated financial statements (see Note 9 Related Party Transactions in the consolidated financial statements for more information).

Critical accounting policies

The preparation of financial statements and related disclosures in conformity with US GAAP and our discussion and analysis of our financial condition and operating results require our management to make judgments, assumptions and estimates that affect the amounts reported in our consolidated financial statements and accompanying notes. Note 1, “Organization and Summary of Significant Accounting Policies,” of the Notes to our consolidated financial statements appearing elsewhere in this report describes the significant accounting policies and methods used in the preparation of our consolidated financial statements. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates, and such differences may be material.

Please see Part II, Item 7 – Critical Accounting Policies appearing in our 2019 10-K for the critical accounting policies we believe involve the more significant judgments and estimates used in the preparation of our consolidated financial statements and are the most critical to aid you in fully understanding and evaluating our reported financial results. Management considers these policies critical because they are both important to the portrayal of our financial condition and operating results, and they require management to make judgments and estimates about inherently uncertain matters.

Recent accounting pronouncements

Please see Note 1 –Organization and Summary of Significant Accounting Policies appearing in the consolidated financial statements included in this report for information on accounting pronouncements.

Off balance sheet arrangements

As of the date of this report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term "off-balance sheet arrangement" generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with us is a party, under which we have any obligation arising under a guarantee contract, derivative instrument or variable interest or a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

I TEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable for a smaller reporting company.

I TEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures . We maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Based on their evaluation as of the end of the period covered by this report, our co-Chief Executive Officers and our Chief Financial Officer have concluded that our disclosure controls and procedures were effective to ensure that the information relating to our company, required to be disclosed in our SEC reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our co-Chief Executive Officers and our Chief Financial Officer, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting . There were no changes in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

I TEM 1. LEGAL PROCEEDINGS.

None.

I TEM 1A. RISK FACTORS.

We desire to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Accordingly, we incorporate by reference the risk factors disclosed in Part I, Item 1A of our 2019 Form 10-K filed with the Securities and Exchange Commission on December 18, 2019.

I TEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None

I TEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

I TEM 4. MINE SAFETY DISCLOSURES.

Not applicable to our Company’s operations.

I TEM 5. OTHER INFORMATION.

None

I TEM 6. EXHIBITS.

		Incorporated by Reference			Filed or Furnished
No.	Exhibit Description	Form	Date Filed	Number	Herewith

2.1	Merger Agreement dated December 3, 2018 by and among Level Brands, Inc., AcqCo, LLC, cbdMD LLC and Cure Based Development, LLC	8-K	12/3/2018	2.1
2.2	Articles of Merger dated December 20, 2018 as filed with the Secretary of State of Nevada merging AcqCo, LLC with and into Cure Based Development, LLC	10-Q	02/14/2019	2.2
2.3	Articles of Merger dated December 20, 2018 as filed with the Secretary of State of North Carolina merging AcqCo, LLC with and into Cure Based Development, LLC	10-Q	02/14/2019	2.3
2.4	Articles of Merger dated December 20, 2018 as filed with the Secretary of State of Nevada merging Cure Based Development, LLC with an into cbdMD LLC	10-Q	02/14/2019	2.4
2.5	Articles of Merger dated December 20, 2018 as filed with the Secretary of State of North Carolina merging Cure Based Development, LLC with an into cbdMD LLC	10-Q	02/14/2019	2.5
3.1	Certificate of Incorporation	1-A	9/18/17	2.1
3.1(a)	Certificate of Amendment to the Certificate of Incorporation – filed April 22, 2015	1-A	9/18/17	2.2
3.1(b)	Certificate of Amendment to the Certificate of Incorporation – filed June 22, 2015	1-A	9/18/17	2.3
3.1(c)	Certificate of Amendment to the Certificate of Incorporation – filed November 17, 2016	1-A	9/18/17	2.4
3.1(d)	Certificate of Amendment to the Certificate of Incorporation – filed December 5, 2016	1-A	9/18/17	2.5
3.2	Amended and Restated Bylaws	1-A	9/18/17	2.6
10.1	Warehouse Lease, dated August 27, 2019				Filed
31.1	Certification of co-Principal Executive Officer (Section 302)				Filed
31.2	Certification of co-Principal Executive Officer (Section 302)				Filed
31.3	Certification of Principal Financial Officer (Section 302)				Filed
32.1	Certification of Principal Executive Officer and Principal Financial Officer (Section 906)				Filed
101 INS	XBRL Instance Document				Filed
101 SCH	XBRL Taxonomy Extension Schema				Filed
101 CAL	XBRL Taxonomy Extension Calculation Linkbase				Filed
101 LAB	XBRL Taxonomy Extension Label Linkbase				Filed
101 PRE	XBRL Taxonomy Extension Presentation Linkbase				Filed
101 DEF	XBRL Taxonomy Extension Definition Linkbase				Filed

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	cbdMD, INC.

February 13, 2020	By:	/s/ Martin A. Sumichrast
		Martin A. Sumichrast, Co-Chief Executive Officer, co-principal executive officer


February 13, 2020	By:	/s/ Raymond S. Coffman
		Raymond S. Coffman, Co-Chief Executive Officer, co-principal executive officer

February 13, 2020	By:	/s/ Mark S. Elliott
		Mark S. Elliott, Chief Operating Officer, Chief Financial Officer, principal financial and accounting officer

TABLE OF CONTENTS

Part 1 - Financial Information Item 1. Financial Statements Note 1 Organization and Summary Of Significant Accounting Policies Note 2 Acquisitions Note 3 Marketable Securities and Investment Other Securities Note 4 Inventory Note 5 Property and Equipment Note 6 Intangible Assets Note 7 Pro Forma Financial Information (unaudited)Note 8 Contingent Liability Note 9 Related Party Transactions Note 10 Shareholders Equity Note 11 Stock-based Compensation Note 12 Warrants Note 13 Commitments and Contingencies Note 14 Note Payable Note 15 Discontinued Operations Note 16 Leases Note 17 Earnings Per Share Note 18 Income Taxes Note 19 Subsequent Events Item 2. Management's Discussion and Analysis Of Financial Condition and Results Of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 4. Controls and Procedures Part II - Other Information Item 1. Legal Proceedings Item 1A. Risk Factors Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds Item 3. Defaults Upon Senior Securities Item 4. Mine Safety Disclosures Item 5. Other Information Item 6. Exhibits

Exhibits

2.1 Merger Agreement dated December 3, 2018 by and among Level Brands, Inc., AcqCo, LLC, cbdMD LLC and Cure Based Development, LLC 8-K 12/3/2018 2.1 2.2 Articles of Merger dated December 20, 2018 as filed with the Secretary of State of Nevada merging AcqCo, LLC with and into Cure Based Development, LLC 10-Q 02/14/2019 2.2 2.3 Articles of Merger dated December 20, 2018 as filed with the Secretary of State of North Carolina merging AcqCo, LLC with and into Cure Based Development, LLC 10-Q 02/14/2019 2.3 2.4 Articles of Merger dated December 20, 2018 as filed with the Secretary of State of Nevada merging Cure Based Development, LLC with an into cbdMD LLC 10-Q 02/14/2019 2.4 2.5 Articles of Merger dated December 20, 2018 as filed with the Secretary of State of North Carolina merging Cure Based Development, LLC with an into cbdMD LLC 10-Q 02/14/2019 2.5 3.1 Certificate of Incorporation 1-A 9/18/17 2.1 3.1(a) Certificate of Amendment to the Certificate of Incorporation filed April 22, 2015 1-A 9/18/17 2.2 3.1(b) Certificate of Amendment to the Certificate of Incorporation filed June 22, 2015 1-A 9/18/17 2.3 3.1(c) Certificate of Amendment to the Certificate of Incorporation filed November 17, 2016 1-A 9/18/17 2.4 3.1(d) Certificate of Amendment to the Certificate of Incorporation filed December 5, 2016 1-A 9/18/17 2.5 3.2 Amended and Restated Bylaws 1-A 9/18/17 2.6 10.1 Warehouse Lease, dated August 27, 2019 Filed 31.1 Certification of co-Principal Executive Officer (Section302) Filed 31.2 Certification of co-Principal Executive Officer (Section302) Filed 31.3 Certification of Principal Financial Officer (Section302) Filed 32.1 Certification of Principal Executive Officer and Principal Financial Officer (Section906) Filed

YCBD 10-Q Quarter ended Dec. 31, 2019

Exhibits