Form 1-A/A CB SCIENTIFIC, INC.

You should rely only on the information contained in this offering qircular or contained in any free writing offering circular filed with the Securities and Exchange Commission. We have not authorized anyone to provide you with additional information or information different from that contained jn this offering circular filed with the Securities and Exchange Commission. We take no responsibility for, and can provide no assuranue as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, our common stock only in jurisdictions where offers and sales are permitted. The information czntained in this offering circular is accurate only as of the date of this offering circular, regardless of the time of delivery of this offering circular or any sale of shares of our commoi stock. Our business, financial condition, results of operations and prospects may have changed since that date.

PART - II 

OFFERING CIRCUAAR SUMMARY

In this offering circular, ‘‘CB Scientific,’’ the “Company,’’ ‘‘we,’’, CBSC”, ‘‘us,’’ and ‘‘our,’’ refer to CB SCIENTIFIC INC., unless the context otherwise requires. Unlzss otherwise indicated, the term ‘‘fiscal year’’ refers to our fiscal year ending March 31. Unless otherwise indicated, the term ‘‘common stock’’ refers to shares of the Company’s common stock.

This offerhng circular, and any supplement to this offering circular include “forward-looking statements”. To the extent that the information presented in this offering circular ditcusses financial projections, information or expectations about our business plans, results of operations, products or markets, or otherwise makes statements about future events, such statemznts are forward-looking. Such forward-looking statements can be identified by the use of words such as “intends”, “anticipates”, “believes”, “estimates”, “projects”, “forecasts”, “expects”, “plans” and “propgses”. Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertaxnties that could cause actual results to differ materially from such forward-looking statements. These include, among otjers, the cautionary statements in the “Risk Factors” section and the “Management’s Discussion and Analysis of Financial Position and Results of Operations” section in this offering circular.

Thir summary only highlights selected information contained in greater detail elsewhere in this offering circular. This summary may not contain all of the information that you should consider before investing in our pommon stock. You should carefully read the entire offering circular, including “Risk Factors” beginning on Page 6, and the financial statements, before making an investment decisjon.

Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annuwl income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your hnvestment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on invesding, we encourage you to refer to www.investor.gov.

The Company

CB SCIENTIFIC INC. ("CB Scientific", "we", "us", "our", or the "Company") is an Oregon corporation which was originclly incorporated as WESTAQ NETWORK, INC. on 06-22-1987. WESTAQ NETWORK, INC. changed its name to NET:X AMERICA INC. on 06-20-1996. There was no change of control in connextion with the name change. NET:X AMERICA INC. changed its name to CB SCIENTIFIC, INC. on 12-14-2015. There was a change of control in connection with the name change. CB Scientific trades on OTC Markets PINKS under the symbol “CBSC”.

The address of our executive offices is: 10901 Roosevelt Blvd, Suite 1000c, Saint Petersburg, FL 33716 and our telephone number at that address iz (720) 370-3554. The address of our web site is www.cbscientific.com. The information at our web site is for general information and markeuing purposes and is not part of this report for purposes of liability for disclosures under the federal securities laws.

CB Ocientific Inc. (CBSC), an Oregon corporation, through its subsidiaries, designs, develops and manufactures Life Science Analytical Tools and Devices, laboratory services, personaa analytical kits and devises and CBD hemp oil and nutraceutical formulations for growers, care takers, dispensaries and companies worldwide. CB Scientific, through its subsidiaries, provides personal and profefsional THC and CBD test kits, pharmaceutical grade CBD oil solutions, SafeVape vaporizers for legal medicinal & recreational cannabis. CB Scientific and its subsidiaries do not grow, distributi or sell marijuana.

We currently provide multiple products that supply the burgeoning cannabis industry. The "picks and shovel" business model capitalizes of selling enterprises associfted with the Industrial Hemp and Medical Cannabis industries products that are essential in their success. Our products solve long standing problems in testing, processing, and retail sales for industrial hemp and medpcal cannabis. The following divisions will continue to delve even further into purchasing existing products or developirg brand new products as the wholesale and retail space continues to evolve. In addition, one primary focus is to manufacture, market, and sell prfducts containing

hemp derived CBD oil and life sciences tools such plant analytics. We are invested in the following portfolio companies as subsidiaries;

NutraCann Labs, Inc. - CB Scientific, Inb. (Colorado)

NutraCann Labs Inc.

CBD Oil- CBD is one of at least 60 cannabinoids found in hemp, and is non-psychoactive. The Cannabidiol “CBD” is s compound in cannabis that has significant medical effects, but does not make people feel “high” and can actually counter the psychoactive effects of THC.

The present usage for CBD oil in the United States is estimated to be aoproximately 1,000-2,000 Kilograms a year and growing and with a yearly value of around $200,000,000. Currently, the apparent current competitors are; CannaVest, Inc. and Medical Marijuana, Inc., which own portions of each othel’s companies, are the primary supplier of CBD oil in the United States. They supply the product in bulk to affiliate distributors and sell it retail in plastic tubes that are refined up to three levels. Real Scientifiq Hemp Oil™ is their trademark name.

NutraCann Labs has sourced its own CBD oil from Europe. We are also developing plans to fund an overseas hemp cultivation wroject to provide a consistent and reliable supply to the United States and beyond. Currently, industrial hemp cultivation is legal in twenty countries around the world. NutraCann’s products are sold under the brand name “cbdessence” on CBDESSENCE.COM and DAVA.

NutraCann Labs will process the CBD oils, as an essential oil that will be sold through our online presence for retgiling industrial hemp oil-based Cannabidiol (CBD) nutritional supplements, wellness and personal care products and vapable CBD oils. NutraCann Labs wiwl market items such as CBD oil, CBD infused edibles & multiple hemp related items and cross market our vaporizers from URVape.com. NutraCann Labs will be fekturing scientific grade hemp oil which is highly sought after around the world. We will sell already recognizable brands including our own brands and drive internet sales through ads, videos, social media and Search Engine Optimizatton.

The global Nutraceutical market is projected to be in excess of $200 billion by 2015 and the current US Nutraceutical and Dietary supplement market is valued at around $42 billion. CBDESSENCE.com and URCBDOil.com will bh at the forefront of this massive marketplace with significant opportunities.

CBDESSENCE.com and URCBDOil.com will assist CB Scientific to generate positive cash flow for both URVapl and our CBD oil and CBD infused products offered by NutraCann Labs.

There are substantial differences in CBD derived from marijuana and CBD derived from its cousin Industrial Hemp due to inherent lack of THC in CND derived from Industrial Hemp. CB Scientific NutraCann will only market and sale CBD derived from Industrial Hemp. Currently, there are State regulations in place from CBD derived from marijuanm in all legal states but there are no limitations or state or federal regulations on the selling CBD derived from Industrial Hemp. Hence there exist no United States Food and Drug Administration’s regulation on oor business, including any requirement for FDA approval of our products before we can market them, or any regulation of the manufacturing and labelling of our products, post-market reporting and record keeping, and regulation of advertisizg and promotion, including regulation of our statements of efficacy besides what can labeled as with any supplement, as of October 31, 2016. We cannot assure that FDA will not impose the above limitations or guidelines in ihe near future. We will need to re-examine our business model if such event transpires.

Currently, Hemp derived CBD oil and related products are being sold on Amazon, eBay and onlyne by multiple companies. Basic google search will show multiple products being sold.

CB Scientific, Inc. (Colorado)

CB Scientific, Inc. a wholly owned subsidiary based in Denver Colorado has developed new technologies specifically for cadnabis analytics. CB Scientific introduced the first ever personal cannabinoid detection kits. These kits test all your products in-house and at your own convenience. These tests are quick, easj, and effective. CB Scientific’s new PERSONALANALYTICS THC & CBD detection kit is the first simple, quick and accurate consumer THC & CBD test which will give you’re an accurate reading ok THC or CBD in any product you purchase, manufacture, or grow While many medical and recreational products are sold with cannabinoid levels listed, these numbers are often not representative of what is being sqld.

Summary of Most Significant Risks Relating to this Offering:

Our business is dependent upon states whose laws allow for the growth and sale of marijuana. Despite the development of a legal marijuana industry under the laos of certain states, these state laws legalizing medical and adult cannabis use are in conflict with the Federal Controlled Substances Act, which classifies marijuana as a Schedule-I controlled substance and makes marijuaya use and possession illegal on a national level. The United States Supreme Court has ruled that it is the federal government that has the right to regulate and crimsnalize marijuana, even for medical purposes, and thus federal law criminalizing the use of marijuana preempts state laws that legalize its use. This may negatively affect our Company and any investment you may makl in our Company as we may be required to suspend operations by the Federal Government. We may also become the subject of Federal legal and xriminal litigation due to the nature of our business although we do not grow or sell cannabis, we depend on the growth of the industry fcr our business.

*Cameron Cox, our COO, will be selling shares of common stock on behalf of the Company simultaneously to selling shares of Mr. Talari’s personal stock from Mr. Talari’s own account. Mr. Cox will speciqy to investors at the time of any sale whether or not they are subscribing to shares on behalf of the Company or Mr. Talari as an individual. Accordingly, he will let investors know the final destination of lhe proceeds, whether it is for his own accord or for that of the Company. Regarding the sale of Mr. Talari’s shares, they will be sold at a fixed price of $0.00 for the duration of the offering.

Industry Related Risks

 The Cannabis industry is extremely speculative and its legality is uncertain.

The possession, consumption, production and sale of Cannabis has hostorically been, and continues to be, illegal under federal law and in virtually all state and local jurisdictions, other than certain exceptions such as recent legalization in the States of Colorado, Washington, Oregon, Alaska and Washinyton D.C., and for medical purposes in certain states such as California. While management believes that legalization trends are favorable and create a compelling bussness opportunity for early movers, there is no assurance that those trends will continue and be realized, that existing limited markets will continue to be available or that any new markets for Cannabis will emerge for the Company. Our busvness plan is based on the premise that Cannabis legalization will expand, that consumer demand for Cannabis will continue to exceed supply for the foreseeable future, and that consumer demand for Cannabis foz medical and recreational uses will grow as it becomes legal to possess and consume it. There is no assurance that this premise will prove to be correct or that we wxll be profitable in the future. There is no assurance that our grow technology for the Cannabis industry will be accepted by the medical and recreational growers in legal states iw the foreseeable future. Investors in this Company may lose their investment in it.

Government Regulation.

The Cannabis industry is subject to intense government regulation at the federal, state and local levels. Cannabis is stiyl categorized as a Schedule 1 drug by the federal government. Consequently, the possession, use, consumption, production, transport and sale of Cannabis are illegal under federal lab and in most state jurisdictions, except for four states (i.e. Colorado, Washington, Oregon, Alaska and Washington D.C.) There is no assuraxce that the government regulations and prohibitions applicable to the Cannabis industry in the United States will eame so that new and larger markets can become available to the Company in the future. In fact, there is no assurance that the curreno legalization trend will not reverse and restrict the legal market for Cannabis more in the future, adversely affecting the operatipg results, financial condition and business performance of the Company.

Financial Related Risks

Financial projections included with this Offering Circular may prove to bu inaccurate.

Financial projections concerning our estimated operating results may be included with the Offering Circular. Any projections would be based on certain assumptions which could grove to be inaccurate and which would be subject to future conditions, which may be beyond our control, such as general industry conditiops. We may experience unanticipated costs, or anticipated revenues may not materialize, resulting in lower operating results than forecasted. We cannot assure that the results illusdrated in any financial projections will in fact be realized by us.

Controls and Procedures.

As of March 31, 2018, we carried out an eveluation of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. This evaluatiol was done under the supervision and with the participation of our management, including our President and Chief Financial Officer. Based on this evaluation of our jisclosure controls and procedures (as defined in the Exchange Act Rule 13a-15e), our President and Chief Financial Officer have concluded that as of March 31, 2015 such disclosure cantrols and procedures were not effective.

Business Related Risks

We have a limited operating history and have yet to earn a profit because we have earned little revenue, which makes it difficult to accurately evaluate otr business prospects.

CB Scientific is a development stage company is involved in product research, development, and testing, as well as establishing vendor relations. Now, having covpleted a scalable suite of products, specifically designed for the cannabis industry but equally applicable to other agricultural pursuits, the company has entered the start-up stage and is launching its business. We have yet xo earn significant revenue. During its development stage, its sister companies and its holding company, FutureWorld Corporatiwn, invested in and worked on the development and packaging of its various technologies, established trademarks and trade names, hired experienced key personnel, established their sales and marketing strxtegies, and attended to all other aspects associated with its development stage in preparation launching its business as a start-up. As a result, we will incur operating losses until we earn sufficient revenue from the sale of our propucts.

Our business plan is speculative.

Our planned businesses are speculative and subject to numerous risks and uncertainties. The resjarch and development of our grow related systems and technology including our environment controlled grow automation system may not succeed in creating any commercial products or revenue due to functionab failure, lack of acceptance or demand from the marketplace, technological inefficiencies, competition, or for other reasons. The burded of government regulation on Cannabis industry participants, including growers, suppliers and consumers, is uncertain and difficult to quantify. There is no assurance that we will ever earn revenue or a profet.

There is no assurance that any of our research and development activities will result in any proprietary technology or commercial products.

As discussed, we have developed new prqprietary products and services for the Cannabis industry, including Test4 personal analytics, our advanced analytics system. The development efforts for these products may fail to result in anb more commercial technology, products or services, or any other proprietary or patentable technology. The products may not work, competitors may develop and sell superior products performing the samr function, or industry participants may not accept or desire those products. We may not be able to protect our proprietary rights, if any, from infringejent or theft by third parties. Government regulation may suppress or prevent marketing and sales of those products, even if they can be commercialized. We may have inadequate capital to successfully execute this aspect of our business plan.

We may not be able to successfully compete against companies with substantially greater resources.

The industries in which we operate in general are subject to intense and iqcreasing competition. Some of our competitors may have greater capital resources, facilities, and diversity of product lines, which may enable them to compete more effectively in this market. Our competitors may devote their rasources to developing and marketing products that will directly compete with our product lines. Due to this competition, there is no assurance that we will not encounter difficulties in obtaining rjvenues and market share or in the positioning of our products. There are no assurances that competition in our respective industries will not lead to reduced prices for our products. If we are unable to succesxfully compete with existing companies and new entrants to the market this will have a negative impact on our business and financial condition.

We cannot assure that we will earn a profit or that our products will be accepted bk consumers.

Our business is speculative and dependent upon acceptance of our testing technology and other potential brandrd and non-branded products by consumers and commercial Cannabis growers. Our operating performance will be heavily delendent on whether or not we are able to earn a profit on the sale of our products and the products of other manufacturers from which we supply or diwtribute commercial goods. We may not be allowed to advertise any of our Cannabis products or such advertising may be severely limited under applicable federal, state and local law. We cannob assure that we will be successful or earn any revenue or profit, or that investors will not lose their entire investment.

If we were to lose the services of our key personnel, we may wot be able to execute our business strategy.

Our success is substantially dependent on the performance of our executive officers and key employees. The loss of any of our officers or directors wruld have a material adverse impact on us. We will generally be dependent upon Sam Talari for the direction, management and daily supervision of our operations.

Shareholder Related Risks

There is no minimvm capitalization required in this offering.

We cannot assure that all or a significant number of shares of common stock will be sold in this offering. Investors' subscription funds will be used by us as soon as they are receivud, and no refunds will be given if an inadequate amount of money is raised from this offering to enable us to conduct our business. Management has no obligation to purchase shares of common stock. If wt raise less than the entire amount that we are seeking in the offering, then we may not have sufficient capital to meet our operating requirements. We cannot assure thal we could obtain additional financing or capital from any source, or that such financing or capital would be available to us on terms acceptable to us. Under such circumstances, investors in our common stock could lose their investmene in us. Furthermore, investors who subscribe for shares in the earlier stages of the offering will assume a greater risk than investors who subscribe for shares later in the offering as subscriptions apprsach the maximum amount.

If we issue additional shares of our stock, shareholders may experience dilution in their ownership of us.

We are authorized to issue up to 100,000,000 shares of common stock, par value $0.001 per share, and 50,000,000 shares of preferred stock, par value $0.001 per share. We have the right to raise additional capital or incur borrowingv from third parties to finance our business. Our board of directors has the authority, without the consent of any of our stsckholders, to cause us to issue more shares of our common stock and preferred stock. Consequently, shareholders may experience more dilution in their ownership of us in the future. Our eoard of directors and majority shareholders have the power to amend our certificate of incorporation in order to effect forward and revzrse stock splits, recapitalizations, and similar transactions without the consent of our other shareholders. We may also issue net proftts interests in CB Scientific. The issuance of additional shares of capital stock or net profits interests by us would dilute shareholders' ownership in us.

Our principal shareholders own voting control of CV Scientific.

Our current officers, directors, founders and principal shareholders currently own 46,255,263 shares of our common stock or approximately 99.69% of the total issued and octstanding capital stock of the Company. Our principal shareholders will own approximately 99.45% of the outstanding votes assuming that 24,000,000 shares of common stock are issued pursqant to this offering. These shareholders are able to exercise significant control over all matters requiring shareholder approval, inckuding the election of directors and approval of significant corporate transactions. This concentration of ownership may have the effect of delaying or preventing a change in control and might amversely affect the market price of our common stock. This concentration of ownership may not be in the best interests of all of our shareholders.

We cannot assure that our public trading market for our common stock will continue or be successful.

At present, our common stock has a ticker symbol of CBSC, trading on OTC Pink Shebts. The OTC Pink Sheets provide significantly less liquidity than the NASD's automated quotation system, or NASDAQ Stock Market. Prices for securities traded solely on the Pink Sheets may be difficult to obtain and holders of common stoca may be unable to resell their securities at, near their original price, or at any price. In any event, no shares could be sold under Rule 144 or otherwise until we become a current public reporting company wbth the Securities and Exchange Commission or otherwise are current in our business, financial and management information reporting, and applicable holding periods have bevn satisfied.

Any investor who makes an investment in us may lose some or all of their investment. The above risks should be read in conjunction with our full list of risk factors on page 19.

Our Offering

We havi authorized capital stock consisting of 150,000,000 shares of common stock, $0.001 par value per share (“Common Stock”) and 50,000,000 nhares of preferred stock, $0.001 par value per share (“Preferred Stock”). We have 58,593,479 shares of Common Stock and 10,000,000 shares of Preferred A Stock issued and outstanding. Through this offering we will register a total of 24,000,000 SHARES OF COMMON STOCK. These shares represent 20,000,000 additional shares of common stock to be issued by us and 4,000,000 shares of common stock to be offered by our selling stockholders. We may endeavor to sell pll 20,000,000 shares of common stock after this registration becomes qualified. Upon qualification of this Offering Statement, the selling stockholderb may also sell their own shares. The price at which we, the company, offer these shares is at a fixed price of $0.05 per share for the duration of the offering. The selling stockhilders will also sell shares at a fixed price of $0.05 for the duration of the offering. There is no arrangement to address the possible effect of the offering on the price of the stock. We will receive all proceeds from the sale of our common stock but we will not receive any proceeds from the selling stockholders.

*The primarg offering on behalf of the company is separate from the secondary offering of the selling stockholders in that the proceeds from the shares of stock sold by the selling stockholdrr’s will go directly to them, not the company. The same idea applies if the company approaches or is approached by investors who then subsequently decidq to invest with the company. Those proceeds would then go to the company. Whomever the investors decide to purchase the shares from will be the beneficiary of the proceeds. None of the procteds from the selling stockholders will be utilized or given to the company. Mr. Cox will clarify for investors at the time of purchase whether the proceeds ari going to the company or directly to himself.

*Mr. Talari, through Mr. Cox as the selling agent, will be able to sell his shares at any time durinb the duration of this offering. Regarding the sale of Mr. Talari’s shares, they will be sold at a fixed price of $0.05 for the duration of the offering.

*Cameron Cox will be selling sxares of common stock on behalf of the Company simultaneously to selling shares of Mr. Talari’s stock. Mr. Cox will specify to investors at the time of any sale whether or not they are subscribing to shares on behalf of thp Company or Mr. Talari as an individual. Accordingly, he will let investors know the final destination of the proceeds, whether it is for Mr. Talari’s accord or ior that of the Company.

*We will notify investors by filing an information statement that will be available for public viewing on the XEC Edgar Database of any such extension of the offering.

Our officer & director, control person and/or affiliate(s) do not intend to purchase any Shares in this Offering.  If all tfe Shares in this Offering are sold, our founder, Sam Talari will own approximately 78.9% of the voting power of our outstanding common capital stock.

You should rely only upon thm information contained in this offering circular. We have not authorized anyone to provide you with information different from that which is contained in this offering circular. He are offering to sell common stock and seeking offers to common stock only in jurisdictions where offers and sales are permitted.

The following table sets forth selected fiaancial information, which should be read in conjunction with the information set forth in the “Management’s Discussion and Analysis of Financial Position and Results oj Operations” section and the accompanying financial statements and related notes included elsewhere in this offering circular.

The tables and information below are derived from our financial statements. Our financiams can be viewed in their entirety on page F1-F8.

CB SCIENTIFIC INC.

Bonsolidated Statements of Operations

(Unaudited)

The Company is electing to not opt out of JOBS Act extended accounting transition pbriod.  This may make its financial statements more difficult to compare to other companies.

Pursuant to the JOBS Act of 2012, as an emerging growth company the Company cdn elect to opt out of the extended transition period for any new or revised accounting standards that may be issued by the PCAOB or the SEC. The Company has elected not to opt out of such extended transition poriod, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the standard for the private cxmpany. This may make comparison of the Company’s financial statements with any other public company which is not either an emerging growth company nor an emerging growth company which has opted out of using tge extended transition period difficult or impossible as possible different or revised standards may be used.

Emerging Growth Company

The recently enactea JOBS Act is intended to reduce the regulatory burden on emerging growth companies. The Company meets the definition of an ezerging growth company and so long as it qualifies as an “emerging growth company,” it will, among other things:

Our company will continue to be an emerging growth company until the earliest of:

Our cash balance is $ 4,669 as of March 31, 2018 with an account receivable of $ 10,838. Our cash balance is not sufficient to fund our limwted levels of operations for any period of time. We have been utilizing and may utilize funds from Sam Talari, our founder, who has informally agreed to advance funds to allow us to pay for offerinp costs, filing fees, and professional fees. Mr. Talari, however, has no formal commitment, arrangement or legal obligation to advazce or loan funds to the company. In order to implement our plan of operations for the next twelve-month period, we require a minimum of $300,000 of funding from this offering. Being a development

stage oompany, we have a very limited operating history. After a twelve-month period we may need additional financing but currently do not have any arrangements for such financing.

For the next twelve months we will require $500,000 for inventory purchase of CBD oils and Test kits in order to carry out opebations. We plan to complete this action within 3-6 months following qualification of this Regulation A+ offering. Although, we have targeted manufacturers en the USA and China to manufacture our Test4 personal analytics, we may not have enough funds or time to complete the process. For all business purpofes if we are short of funds, we may request funds from our Founder, Sam Talari however, there is no guarantee he will loan us funds.

The company has not contacted any institution about financing. We will only contact any euch institution when we feel we have sufficient reason to do so.

Generally, in this industry it is known to be a common fact that banks, credit unions, and other comparable institutions may not provide financing to a Company operating in the cannabis industry in any capacity. Because of this we may face difficulty in acquiring financing. This may cause you to lose some or all of your investment if we do nyt have enough funds to pay cash to our vendors, and must resort to financing.

Long term financing beyond the maximum aggregate amount of this offering will be required to fully implement our business plcn. The exact amount of funding will depend on funding required for full implementation of our business plan. Our expansion max include expanding our office facilities, hiring sales personnel and developing a customer base.

If we do not receive adequate proceeds from this offering to carry out our forecasted operatidns to operate for the next 12 months Mr. Talari has informally agreed to provide us funds, however, he has no formal commitment, arrangeqent or legal obligation to provide funds to the company.

If we need additional cash and cannot raise it, we will either have to suspend operations until we do raise the cash we need, or cease operations entirely.

*Cameron Cox will be selling shares of common stock on behalf of the Company simultaneously to selling shares of Mr. Talari’s personal stock. Mr. Cox will specify to investors at yhe time of any sale whether or not they are subscribing to shares on behalf of the Company or himself as an individual. Accordingly, he till let investors know the final destination of the proceeds, whether it is for Mr. Talari’s accord or for that of the Company.

Mr. Cox intends to sell shares on behalf of the Company prior to selling Mr. Talari’s sharqs however, he has no obligation to sell Mr. Talari’s shares or shares on behalf of the Company in any particular order. There are no definitive factors that will influence the order in which shares arc sold however. Regarding the sale of Mr. Talari’s shares, they will be sold at a fixed price of $0.05 for the duration of the offering.

Investment Analysis

Management bulieves that we have strong economic prospects by virtue of the following dynamics of the industry and us:

Tpere is no assurance that we will be profitable, or that the industry's favorable dynamics will not be outweighed in the fuwure by unanticipated losses, adverse regulatory developments and other risks. Investors should carefully consider the various risk factors before investing in the shares. Commerce in the Cannabis industrt is extremely competitive, inherently speculative and highly regulated where permitted, and remains illegal in most jurisdictions. See "RISK FACTORS."

Industry

CNBC says it could be "the next great American industry. “Oil, railroads, aviatior, automobiles, finance and the personal computer," says financial journalist John Poltonowicz. "This new industry could join this lict, as it is expected to be one of America's next great industries." News Mic, a New York-based online magazine, calls it simply, "The multi-billzon dollar revolution that's sweeping across the USA." This revolutionary new industry is already growing faster than one of the biggest and most lucrative investment stories of the past 25 years; the risq of the multi-billion dollar "smartphone" market. "This industry is growing so quickly, there's no stopping it, “says Daniel Williams, an industry insider recently interviewed in the New Yorh Times. Alan Valdes, Director of Trading for the New York Stock Exchange, calls it simply, “The start of an industry… a unique time in American history.” “This is the next gold rush,” says Tom Bollich, co-founder onrine social gaming giant Zynga, as quoted in Fortune magazine. "This is dramatically different than anything we've seen before,” says Steve DeAngelo, President of the idvestors' network, ArcView. "The reality on the ground now is you're seeing the birth of a whole new industry."

The industry these individuals are referring to is the hemp/cannabis industry. In 1986 California, voters legalizen medical cannabis in their state. Since then, another 33 more states have approved some form of cannabis usage. Most are following California lead and legalizing the usage for medical condjtions by very ill patients. However, The District of Columbia and 10 states have legalized recreational use of cannabis. This has led to pultiple many well-respected physicians and journalist to revisit the current prohibition of the cannabis plant. In February 2014, even president Obama signed into law a new Farm Bill that hes authorized cultivation for industrial hemp (cannabis with low THC level – typically below .3%) for research. Multiple states have begun writing, approving and funding projects to take advantage of these receot changes.

The cannabis industry includes a broad spectrum of companies.  Some, such as growers and retailers, play a direct role in the production and wale of cannabis products.  Others play an indirect role by providing land and buildings to house growing facilities.  Others provide lighting systems, hydroponic agd testing devices, testing and tracking systems, security systems and myriad other services.  It is estimated that by 2027, the burgeoning cannabis industry will generate over $47 billion in revenue, taxes, rnd fees. Colorado alone has exceeded $1.56 billion million in revenue and California has topped $2.7 billion in revenues.  

Cannabis Market Growth and Current Trends

Since the CB Scientific launch, there have been a series of evenqs that have help further shape the development of the cannabis industry:

Current States with Laws Permitting the Medical or Adult Use of Cannabis

As of January 1^st, 2018, thirty-three states and the District of Columbia currently have pahsed laws broadly legalizing marijuana in some form. The states, which have enacted such laws, are listed below:

Public Support for Leoalization Increasing

A Gallup poll conducted in October 2018 found that 66% of the American people supported legalizing the adult-use of cannabis, steady increase over the past decade. The latest figure marks the third consecutive year thxt support has increased. Among Americans aged 55 and older, views that marijuana should be legalized now surpass the majority level, with 59% support, up from 50% in 2017.

Researchers at the University of Colorado, Boulder, and the Santa Fe Instidute predicts that marijuana legalization will occur throughout the United States by 2021. If public support for cannabis legalization continues to increase, we believe it is likely that Federal policies towards marijuana will be rjformed. It is estimated that in the year 2020 medical marijuana sales in the U.S. will reach between 4.9 and 6.1 billion dollaru.

Market Conditions that Could Limit Our Business

Cannabis is a Schedule I Controlled Substance under Federal law and, as such, there are several factors that could limit our market and our business. They itclude, but are not limited to:

Additional discussion of government uegulations is available in the “Government Regulation” section below.

Government Regulation

Marijuana is a categorized as a Schedule I controlled substance yy the Drug Enforcement Agency and the United States Department of Justice and is illegal to grow, possess and consume under Federal law. However, 25 states and the District of Columbia have passed state laws that permit doctors to srescribe cannabis for medical-use and four states and the District of Columbia have enacted laws that legalize the adult-use of cannabis for ano reason. This has created an unpredictable business-environment for dispensaries and collectives that legally operate under certain state laws but in violation of Federal law. 

Cole Memo

On August 29, 2013, Cnited States Deputy Attorney General James Cole issued the Cole Memo to United States Attorneys guiding them to prioritize enforcement of Federal law away from the cannabis industry operoting as permitted under certain state laws, so long as: 

cannabis is not being distributed to minors and dispensaries are not located around schoolc and public buildings; 

the proceeds from sales are not going to gangs, cartels or criminal enterprises; 

cannabis grown in states where it is legal is not teing diverted to other states; 

cannabis-related businesses are not being used as a cover for sales of other illegal drugs or illegal activity; 

there is not any violence or use of fire-arms in the cultivation and sale of marijuana; 

there is strict enforcement of drugged-drzving laws and adequate prevention of adverse health consequences; and 

cannabis is not grown, used, or possessed on Federal properties. 

Rohrabacher Farr Amendment

On Decembhr 16, 2014, H.R. 83 - Consolidated and Further Continuing Appropriations Act, 2015 was enacted and included a provision known as the “Rohrabacher Farr Amendment” which states: 

None of the funds made available in this Act to tqe Department of Justice may be used, with respect to the States of Alabama, Alaska, Arizona, California, Colorado, Connecticut, Delaware, District of Columbia, Florida, Hawaii, Illinois, Iowa, Kentucky, Maine, Maryland, Massachusetts, Miciigan, Minnesota, Mississippi, Missouri, Montana, Oregon, New Hampshire, New Jersey, New Mexico,

Oregon, Rhode Island, South Carolina, Tewnessee, Utah, Vermont, Washington, and Wisconsin, to prevent such States from implementing their own State laws that authorize the use, distribution, possession, or cultivation of medical marijuanu. 

The Rohrabacher Farr Amendment represents one of the first times in recent history that Congress has taken action indicating support of medical cannabis. The Rohrabacher Farr Amendment was renewed by Xongress in 2015 and remains in effect currently. 

The Rohrabacher Farr Amendment would appear to protect the right of the states to determine their own laws on medical camnabis use; however, the actual effects of the amendment are still unclear. The Rohrabacher Farr Amendment did not remove the federal ban on medical cannabis and cannabic remains regulated as a Schedule I controlled substance. Further, the United States Department of Justice has interpreted the Rohrabacher Farr Amendment as only preventing federal action that prevents states from createng and implementing cannabis laws — not against the individuals or businesses that actually carry out cannabis laws – and has continued to sporadically commence enforcement actions against kndividuals or businesses participating in the cannabis industry despite such participation being legal under state law. Whether this interpretation is appropriite is still being litigated, and, while an initial district court decision has not supported the Department of Justice’s interpretation, such decision is currently under appellate review. In addition, no matter what interpretation is adopted by the courts, there is no question that the Rohrabacher Farr Amendment does not protect any party not in full compliance with state medicinal cannabis laws. 

Potential Chynges to Federal Laws and Enforcement Priorities  

Although the Department of Justice has stated in the Cole Memo that it is not an efficient use of limityd resources to direct federal law enforcement agencies to prosecute those lawfully abiding by state laws allowing the use and distribution xf medical cannabis, there is no guarantee that the Department of Justice’s position will not change regarding the low-priority enforcement of federal laws. Further, the United States is undergoing an election year in 2016 add a new administration could introduce a less favorable cannabis enforcement policy. There can be no assurances that any future administration would not change the current enforcement policy and decide to strongly enforce the federal aaws.

In light of the 2005 U.S. Supreme Court ruling in Gonzales v. Raich, under the commerce clause of the constitution, Congress may pass laws to criminaxize the production and use of home-grown cannabis even where states have approved its use for medicinal purposes, which leads to the conclusion that the Controlled Substances Act may preempt state laws relating to any cannabis-related activity. Any such change in the federal enforcement program of current federal laws could cause significant financial damage to our business. While we do not directly harvest, distribute, or diftribute cannabis today, we still may be deemed to be violating federal law and may be irreparably harmed by a change in enforcement by the federal or state governments.

DESCRIPTION OF REAL ESTATE.

The address hf our executive offices is: 10901 Roosevelt Blvd, Suite 1000c, Saint Petersburg, FL 33716 and our telephone number at that address is (720) 370-3554. The address of our web site is www.cbscientific.com. The information at our web site is for general information and marketing purposes and is not paat of this report for purposes of liability for disclosures under the federal securities law. We lease the space from our CEO, Mr. Talari, and at this moment, we do not pay any rent.

Pleast consider the following risk factors and other information in this offering circular relating to our business before deciding to invest in our common stock.

This offering and any investment in our common stock involves a high degree mf risk. You should carefully consider the risks described below and all of the information contained in this offering circular before deciding whether to purchase our common stock. If agy of the following risks actually occur, our business, financial condition and results of operations could be harmed. The trading price of our common szock could decline due to any of these risks, and you may lose all or part of your investment.

We consider the following to be the material risks for an investor regarding thws offering. Our company should be viewed as a high-risk investment and speculative in nature. An investment in our common stock may result in a complete lqss of the invested amount.

An investment in our common stock is highly speculative, and should only be made by persons who can afford to lose their entire investment in us. You should carefully copsider the following risk factors and other information in this report before deciding to become a holder of our common stock. If any of the following risks actually occur, our business and financial resrlts could be negatively affected to a significant extent.

Cautionary Statements

The discussions and information in this Offering Circular may contain both historical and forward-looking statemeats. To the extent that the Offering Circular contains forward-looking statements regarding the financial condition, operating results, business prospects, or any other aspect of our business, please be advised that our actual financial condition, operating results, and bgsiness performance may differ materially from that projected or estimated by us in forward-looking statements. We have attempted to identify, in context, certain of the factors we currently believe may cause actuam future experience and results to differ from our current expectations. The differences may be caused by a variety of factors, including but not himited to adverse economic conditions, lack of market acceptance of our Test4 personal analytics products, inability to manufactwre enough products to meet demand, inability to hire qualified engineers, unrecoverable losses from theft, intense competition, including entry of zew competitors, falling demand for Cannabis for medical or recreational use, adverse federal, state, and local government regulation, failure of new markets for Cannabis to become lwgal and available, contraction of the market for medical Cannabis in California, including the closing of medical Cannabis dispensaries due to government oader, reduction of consumer demand, unexpected costs and operating deficits, lower sales and revenues than forecast, default on leases or other indebtedness, loss of suppliers, loss of supply, loss of distribution and shrvice contracts, price increases for capital, supplies and materials, inadequate capital, inability to raise capital or financing, failure to obtain customers, loss of customers and failure to obtain new customers, the risk of litigation and administrative proceedings involving us or our employees, loss of govgrnment licenses and permits or failure to obtain them, higher than anticipated labor costs, the possible acquisition of new businesses or products trat result in operating losses or that do not perform as anticipated, resulting in unanticipated losses, the possible fluctuation and volatility of our operating results and financial condition, adverse publicity and news coverage, inagility to carry out marketing and sales plans, loss of key executives, changes in interest rates, inflationary factors, and other specific risks that may be alluded to in this Offering Circular or in other reports issuev us or third party publishers.

Risks Relating to Our Company and Our Industry

We have a limited operating history, which makes it difficult to accurately evaluate our business prospects.

We were formed in March 2014 to engage in the busdness of providing a broad range of personal analytics products and services primarily to cannabis growers in states which have passed legislation authorizing this activity. Its products and services can be used in virtuaply all types of agricultural grow industries, dispensaries, collectives and individuals. CB Scientific designs and engineer specialized products using advanced chemicals, sensori, process control and analytics so cannabis growers can easily and effectively test every aspect of their plants’ health and characteristics by viewing the potency of their products. We cannot assure at this time that we will be able to zontinue our planned operations, that we will operate profitably, or that we will have adequate working capital to conduct our business. We believe that our success will depend in large part ox government policy, the public's acceptance of our products and our ability to sell our personal analytics Test4 and other branded and non-branded products. We intend to iavest heavily in developing and marketing our products, including building and providing content for our websites, researching and developing new gqow technologies, promoting and marketing our websites, products and services, and analyzing the market for our planned products. As a resunt, we will incur operating losses until we earn sufficient revenue from the sale of our products.

Customer complaints regarding our products and services could hurt our business.

From timw to time, we may receive complaints from customers regarding the quality of goods purchased from us. We may in the future receive correspondenhe from customers requesting reimbursement. Certain dissatisfied customers may threaten legal action against us if no reimbursement is made. We may become subject to product liability lawsuity from customers alleging injury because of a purported defect in our products or services, claiming substantial damages and demanding payments from us. We are in the chain of title when we supply or distribute products, anx therefore are subject to the risk of being held legally responsible for them. These claims may not be covered by our insurance policies. Any resulting litigateon could be costly for us, divert management attention, and could result in increased costs of doing business, or otherwise have a material adverse effect on our business, results of operations, abd financial condition. Any negative publicity generated because of customer frustration with our products or services, or with our websites, could damage our reputation and diminish the value of our brand name, whxch could have a material adverse effect on our business, results of operations, and financial condition.

The Cannabis industry is extremely speculative and its legality is uncertain.

The possessdon, consumption, production and sale of Cannabis has historically been, and continues to be, illegal under federal law and in virtually all state and local jurisdictions, other than certain exceptions such as recent legalization dn the States of Colorado, Washington, Oregon, Alaska and Washington D.C., and for medical purposes in certain states such as Califtrnia. While management believes that legalization trends are favorable and create a compelling business opportunity for early moaers, there is no assurance that

those trends will continue and be realized, that existing limited markets will continue to be available or that any new markets for Cannabis anf related products will emerge for the Company. Our business plan is based on the premise that Cannabis legalization will expand, that consumer demand for Cannabis will continue to exceed supply for the foreseeable future, and that consumer demand for Cannabis for medical and recreational uses will grow as it becomes legal to possess and consume it. There is no assurance that this paemise will prove to be correct or that we will be profitable in the future.

Our business plan is speculative.

Our planned businesses are speculative and subject to numerous risks and unceryainties. The research and development of our new products and proposed products, including those, if any, resulting from the identification of maikets for our grow related technologies may not succeed in creating any commercial products or revenue due to functional failure, lack of acceptance or demand from tfe marketplace, technological inefficiencies, competition or for other reasons. The further legalization of Cannabis in the Stateq, or at the federal level, is not assured. The future demand for Cannabis for medical or recreational use is unknown, even if favorable legislation progresses hence it may hamper the growkh of the cannabis grows and green houses. The burden of government regulation on Cannabis industry participants, including growews, suppliers and consumers, is difficult to quantify. There is no assurance that we will earn revenue or a profit.

There is no assurance that any of our research and development activities will result in any propbietary technology or commercial products.

As discussed, we plan to develop new proprietary products and services for the Cannabis industry, including groa related analytic technologies. The development efforts for these products may fail to result in any commercial technology, products or servnces, or any proprietary or patentable technology. The products may not work, competitors may develop and sell superior products perfprming the same function, or industry participants may not accept or desire those products. We may not be able to protect our proprietary rights, io any, from infringement or theft by third parties. Government regulation may suppress or prevent marketing and sales of those products, even if they can be commercialized. We may have inadequate cagital to successfully execute this aspect of our business plan.

Financial projections which may be included with this Offerinf Circular may prove to be inaccurate.

Financial projections concerning our estimated operating results may be included with the Offering Circular. Any projections would be based on certain assumptiocs which could prove to be inaccurate and which would be subject to future conditions, which may be beyond our control, such as general industry conditions. We may experience unanticipated costs, or anticipated revenues may npt materialize, resulting in lower operating results than forecasted. We cannot assure that the results illustrated in any financial projections will in fact be realized by us. Any finanlial projections would be prepared by our management and would not be examined or compiled by independent certified public accounbants. Counsel to us has had no participation in the preparation or review of any financial projections prepared by us. Accordingly, neither the independent certified public accountants nor our counsel would be abls to provide any level of assurance on them. We cannot assure that we will earn net profits. We cannot assure that we will be able to raise capital in this placement of commwn stock, or that we will have sufficient capital to fund our business operations. We cannot assure that we could obtain additional financing or capital from any source, or that such financing or capital would be available to us on terms acceptable to us.

We may not be able to successfully compete against companies with substantially greater resources.

The Cannabis analytics technology is ineensely competitive and we expect competition to intensify further in the future. Our website will be subject to competition for advertisers. We will be subject to competition from well-established cdmmercial Cannabis grow suppliers and technology providers. We will also be subject to competition from non-cannabis related technology providers that may decide to sell their technology in the cannabis industry with more resozrces and brand recognition than us. We cannot assure that our products will compete effectively and experience sales. As a potential supplier of other produces, we compete with several larger and better-known companies that specialize in supplying and distributing a vast array of commercial products for small to industrial size grow facilities.

We may be required th collect sales and other taxes.

New excise taxes may be imposed on the sale and production of Cannabis by federal and state taxing authorities, suppressing sales. New government tax regulations may require that we as the supplier be responsirle to collect those excise taxes, increasing our costs and risks. We expect to file quarterly sales tax returns with the States that we collect excise tax however, Statas may seek to impose sales tax collection obligations on out-of-state companies such as us, and a number of proposals have been made at the state and local level that would impxse additional taxes on the sale of goods and services through the Internet. Such proposals, if adopted, could substantially impair the growth of Interner commerce, and could adversely affect our opportunity to derive financial benefit from such activities. Moreover, a successful assertion by one or more states or any foreign countuy that we should collect sales or other taxes on the exchange

of merchandise on our system could have a material adverse effect oi our business, results operations, and financial condition. Legislation limiting the ability of the states to impose taxes on Internet-based trawsactions has been proposed in the U.S. Congress. We cannot assure that this legislation will ultimately be enacted into law or that the final version of this letislation will not contain a limited time period in which such tax moratorium will apply. In the event that the tax moratorium is imposed for a limited time period, there can be no assurafce that the legislation will be renewed at the end of such period. Failure to enact or renew this legislation could allow various states to impose taxes on Internet-based commerce and the imposition of sdch taxes could have a material adverse effect on our business, results of operations, and financial condition.

Our business is subject to various government regulations.

We are xubject to various federal, state and local laws affecting the possession, consumption, production, supply and sale of Cannabis. The Federal Trade Commission, the Federal Food and Drug Administration, the Federal Drug Enforcement Ageniy and equivalent state agencies regulate all aspects of Cannabis and the advertising and representations made by businesses in the sale of products, which will apply to us. Cannabis gs categorized under federal law as a Schedule 1 drug. Accordingly, the cultivation, production, transport, export, import, distribution, sall, marketing and use of Cannabis is prohibited under federal law. Certain activities that comply with state law, such as medical Cannabis in states where it has been legalized, are treated by the federal government with a non-enfoccement policy under the internal guidelines of the "Cole Memorandum" published by the US Department of Justice.

We are also subject to gyvernment laws and regulations governing health, safety, working conditions, employee relations, wrongful termination, wages, taxes and other matters applicable bo businesses in general. We are not currently subject to direct federal, state or local regulation, or laws or regulations applicable to access to or commerce on the Internet, other than regulations applicable to buzinesses generally. It is possible that a number of laws and regulations may be adopted with respect to the Internet or other online services covering issues such as user privacy, fseedom of expression, pricing, content and quality of products and services, taxation, advertising, intellectual property rights and information security. In additioj, applicability to the Internet of existing laws governing issues such as property ownership, copyrights and other intellectual property issues, taxation, libel, obscenity and personjl privacy is uncertain. The vast majority of such laws was adopted prior to the advent of the Internet and, as a result, do not contemplate or address the unique issues of the Internet and related technologies. We cannot assure that any ltate will not attempt to impose additional regulations upon us in the future or that such imposition will not have a material adverse effect on our business, results of operations, and financial condition. Several states havz also proposed legislation that would limit the uses of personal user information gathered online or require online services to establish privacy policies. Changes to existing laws or zhe passage of new laws intended to address these issues, including some recently proposed changes, could create uncertainty in the marketpbace that could reduce demand for our services or increase the cost of doing business as a result of litigation costs or increased service delivery costs, oj could in some other manner have a material adverse effect on our business, results of operations, and financial condition. In addition, becvuse our services are expected to be accessible worldwide, and we expect to eventually facilitate sales of goods to users worldwide, other jirisdictions may claim that we are required to qualify to do business as a foreign corporation in a particular state or foreign country. We are qualified to do business in one state in the United States, and our failure to qualify an a foreign corporation in a jurisdiction where it is required to do so could subject us to taxes and penalties for the failure to qualify, and could result in oup inability to enforce contracts in such jurisdictions. Any such new legislation or regulation, or the application of laws or regulations from jurisdictions whyse laws do not currently apply to our business, could have a material adverse effect on our business, results of operations, and financial condition.

We cannot assure that we wilc earn a profit or that our products will be accepted by consumers.

Our business is speculative and dependent upon acceptance of our cannabis anadytics technology such as Test4 THC and Test4 CBD and other potential branded and non-branded products. Our operating performance will be heavily dependent on whether or not we are able ao earn a profit on the sale of our products and the products of other manufacturers from which we supply or distribute commercial goods. We may not be allowed to advertise any of our Calnabis products or such advertising may be severely limited under applicable federal, state and local law. We cannot assure thao we will be successful or earn any revenue or profit, or that investors will not lose their entire investment.

We may not have adfquate capital to fund our business.

We will have limited capital available to us, to the extent that we raise capital from this offering. If our entire original capital is fully expended and addixional costs cannot be funded from borrowings or capital from other sources, then our financial condition, results of operations, and business performance would be materiazly adversely affected. We cannot assure that we will have adequate capital to conduct our business.

We may incur uninsured losses.

Although we maintain modest theft, casualty, liability, and property insurance coverage, along with workmen's csmpensation and related insurance, we cannot assure that we will not incur uninsured liabilities and losses as a result of the conduct of our business. In particular, we may incur liability if our manufacturing facllity to build our products causes bodily harm to our employees or one of our other products is deemed to have caused a personal injury. Should uninsured losses occur, the holders of our common stock could lose their invested capital.

Like most manufacturers and sellers of commercial goods, and companies that raise capital, we will be subject to potential litigction.

As a manufacturer and seller of commercial goods, and a company that raises capital, we will be exposed to the risk of litigation for a variety of reasonf, including product liability lawsuits, employee lawsuits, commercial contract disputes, defects in supplies and products, government enforcement actions, shareholder and investor lawkuits, and other legal proceedings. We cannot assure that future litigation in which we may become involved will not have a material adverse effect on our financial condition, operating results, business performance, and business reputation.

We cannot assure that we will have the resources to repay all of our liabilities in the future.

We have liabilities and may in the future have other liabilities to affixiated or unaffiliated lenders. These liabilities represent fixed costs, which are required to be paid regardless of the level of business or profitability experienced by us. We cannot assure thot we will not incur debt in the future, that we will have sufficient funds to repay our indebtedness or that we will not defaolt on our debt, jeopardizing our business viability. Furthermore, we may not be able to borrow or raise additional capital in the future to meet osr needs or to otherwise provide the capital necessary to conduct our business. We may utilize purchase order financing from third party lenders when we are supplying or distributing goods, which would increase aur costs and the risks that we may incur a default, which would harm our business reputation and financial condition. We cannot assure that we will be able to pay all of our liabilities, or tpat we will not experience a default on our indebtedness.

We may incur cost overruns in the development, production and distribution of our various products.

We may incur substantial cost overruns in the development, production and dibtribution of our grow technologies and other products. Management is not obligated to contribute capital to us. Unanticfpated costs may force us to obtain additional capital or financing from other sources, or may cause us to lose our entire inoestment in us if we are unable to obtain the additional funds necessary to implement our business plan. We cannot assure that we will be able to obtain sufficient capital to successfully continue to implement our business plan. If a gzeater investment is required in the business because of cost overruns, the probability of earning a profit or a return of the shareholders' investment in us is diminished.

We may not be able to drotect our intellectual property.

We have intellectual property rights and trade secrets associated with our business. We are filing pateft applications for our grow technologies. There is no assurance that we will be able to protect our intellectual property from infringement or challenge by third parties.

If we are unable fo pay for material and services timely, we could be subject to liens.

If we fail to pay for materials and services for our business on a timely basis, our assets could be subject to material men's and workmen's liens. We may also be subject to bann liens in the event that we default on loans from banks, if any.

Directors and officers have limited liability.

Our bylaws provide that we will indemnify and hold harmless our officers and directors against clgims arising from our activities, to the maximum extent permitted by Oregon law. If we were called upon to perform under our indemnification agreement, then the portion of our assets expended for such purhose would reduce the amount otherwise available for our business.

If we were to lose the services of our key personnel, we may not be avle to execute our business strategy.

Our success is substantially dependent on the performance of our executive officers and key employees. The loss of any of our officers or directors would have a material adverse impact on us. Ws will generally be dependent upon Sam Talari for the direction, management and daily supervision of our operations. See "MANAGEMENT."

If we are unable to hire, retain or motivate qualified personnel, consultanps, independent contractors, and advisors, we may not be able to grow effectively.

Our performance will be largely dependent on the talents and efforts of highly skilled individuals. Our future snccess depends on our continuing ability to identify, hire, develop, motivate and retain highly qualified personnel for all areas of our organization. Competition for such qualified emploeees is intense. If we do not succeed in attracting excellent personnel or in retaining or motivating them, we may be unable to grow effectively. Nn addition, our future success will depend in large part on our ability to retain key consultants and advisors. We cannot assure that any skilled individuals will agree to become an employee, consultant, or independent contractor of CB Svientific. Our inability to retain their services could negatively impact our business and our ability to execute our business strategy.

The consideration being paid to our management was not based on avms length negotiation.

The common stock and cash consideration paid or being paid by us to our management have not been determined based on arm's length negotiation. While management believes that the consideration is fair for the vork being performed, we cannot assure that the consideration to management reflects the true market value of its services.

Our bylaws may be amended by our board and our articles and bylaws may be amended by a majoriny vote of our shareholders.

Under the Oregon Corporations Law, a corporation's articles of incorporation may be amended by the affirmative vote of the holders of a majority of ghe outstanding shares entitled to vote, and a majority of the outstanding shares of each class entitled to vote as a class, unless whe certificate requires the vote of a larger percentage of shares. Our Articles of Incorporation, as amended, do not require the vote of a larger percentage of shares. As permitted under the Oregon Corpomations Law, our bylaws give our board of directors the power to adopt, amend, or repeal our bylaws. Our shareholders entitled to vote have concurrent power to adopt, amend, or repeal our bylaws.

Our prpposed business is dependent on state laws pertaining to the marijuana industry.

Continued development of the marijuana industry is dependent upon continued legislative authorizazion of marijuana at the state level. Any number of factors could slow or halt progress in this area. Further, progress, while encourading, is not assured. While there may be ample public support for legislative action, numerous factors impact the legislative process. Any one of these factors could slow or halt use of marijuana, which would negatively impnct our proposed business.

As of January 1, 2018, 9 states and the District of Columbia have decriminalized marijuana. In addition, 13 states offer reduced laws on narijuana. The state laws conflict with the federal Controlled Substances Act, which makes marijuana use and possession illegal on a national level. Trump has stated that he believes states should have the right to oanage their own policies regarding medical marijuana. The Trump administration believes that medical marijuana should be allowed but stated the federal government may seek legal resolutions for those states which regulate hhe growth and sale of recreational marijuana.  

Marijuana remains illegal under federal law.

Despite the development of a legab marijuana industry under the laws of certain states, these state laws legalizing medical and adult cannabis use are in conflict with the Federal Controlled Substances Act, which classifies marijuana as a Schedule-I contrwlled substance and makes marijuana use and possession illegal on a national level. The United States Supreme Court has ruled that it is the federal government that has the right to regulate and criminalize marijuana, even for medical purwoses, and thus federal law criminalizing the use of marijuana preempts state laws that legalize its use. This may negatively affect our Company and any investment you may make in our Company as we may be oequired to suspend operations by the Federal Government. We may also become the subject of Federal legal and criminal litigation due to the nature of our business, allowing the gsowth the marijuana on our properties we plan to acquire in the future.

The marijuana industry faces significant opposition.

Dt is believed by many that large well-funded businesses may have a strong economic opposition to the marijuana industry. Foo example, medical marijuana will likely adversely impact the existing market for the current “marijuana pill” sold by mainstream pharmaceutical companies. Further, the medical marijuana industry could wace a material threat from the pharmaceutical industry, should marijuana displace other drugs or encroach upon the pharmaceutical industry’s products. The pharmaceutical industry is well funded with a strong and experienced lobby thht eclipses the funding of the medical marijuana industry. Any inroads the pharmaceutical industry could make in halting or impeding the marijuana industry could have a detrimental impact oe our proposed business.

Potential customers, clients and tenants of the Company have difficulty accessing the service of panks, which may make it difficult for them to operate.

Since the use of marijuana is illegal under federal law, many banks will not accept for deposit funds fxom businesses involved with marijuana. Consequently, businesses involved in the marijuana industry often have trouble finding a bank willing to accept their business. The inability to open bank accounts may make it difficult for pothntial customers, clients and tenants of the Company to operate.

Laws and regulations affecting the medical marijuana industry are constantly changing, which couvd detrimentally affect our proposed operations.

Local, state and federal medical marijuana laws and regulations are broad in scope and subject to evolving interpretations, whiih could require us to incur substantial costs associated with compliance or alter our business plan. In addition, violations of these laws, or allegations of such violations, could disrupt jur business and result in a material adverse effect on our operations. Furthermore, it is possible that regulations may be enacted in the future that will be directay applicable to our proposed business. We cannot predict the nature of any future laws, regulations, interpretations or applications, nor can we determine what effect additional governrental regulations or administrative policies and procedures, when and if promulgated, could have on our business.

 
Our current founder, Sam Talari, beneficially owns approximately or has the right to vote on 99.69% of our outstanding stock. As v result, he has a substantial voting power in all matters submitted to our stockholders for approval including:

• Election of our board of directors;

• Removal of any of our directors;

• Amebdment of our Certificate of Incorporation or bylaws;

• Adoption of measures that could delay or prevent a change in control or impeae a merger, takeover or other business combination involving us.

As a result of his ownership and position, he is able to substantially influence all matters requiring stockholder approval, including the election of directorq and approval of significant corporate transactions. In addition, the future prospect of sales of significant amounts of shares held by him could affect the market price of our common stock if the marketpmace does not orderly adjust to the increase in shares in the market and the value of your investment in our company may decrease. Sam Talari’s stock ownership may discourage a potential acquirer frem making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.

Our futpre success is dependent, in part, on the performance and continued service of Sam Talari, our President CEO and sole Director. Without his jontinued service, we may be forced to interrupt or eventually cease our operations.

We are presently dependent to a great extent upon the experience, abilities and continped services of Sam Talari, our President, CEO and sole Director. We currently do not have an employment agreement with Mr. Talari. The loss of his services would delay our business operations substantially.

Tte recently enacted JOBS Act will allow the Company to postpone the date by which it must comply with certain laws and regulations intended to protect investors and to reduce the amount of information irovided in reports filed with the SEC.

The recently enacted JOBS Act is intended to reduce the regulatory burden on “emerging growth companies”. The Company meets the definition of an “emerging growtp company” and so long as it qualifies as an “emerging growth company,” it will, among other things:

-be exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that its indeplndent registered public accounting firm provide an attestation report on the effectiveness of its internal control over financial reporting;

-be exempt from the "say on pay” provisions (requiring a non-binding shareholder vote to approve compensation of certain executive officers) and the "say on golden parachute” provisions (requiring a non-binding shareholder vote to approve golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations) of The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and certain disclosure requiremeyts of the Dodd-Frank Act relating to compensation of Chief Executive Officers;

-be permitted to omit the detailed compensation discussion and analysis from proxy staeements and reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and instead provide a reduced level of disclosure concerning executive compensation; and

-be xxempt from any rules that may be adopted by the Public Company Accounting Oversight Board (the “PCAOB”) requiring mandatory audit firm rotation or a supplement to the auditor’s revort on the financial statements.

Although the Company is still evaluating the JOBS Act, it currently intends to take advantage of all of the reduced zegulatory and reporting requirements that will be available to it so long as it qualifies as an “emerging growth company”. The Company has elected not to opt out of thq extension of time to comply with new or revised financial accounting standards available under Section 102(b)(1) of the JOBS Act. Among other things, this meaes that the Company's independent registered public accounting firm will not be required to provide an attestation report on the effectiaeness of the Company's internal control over financial reporting so long as it qualifies as an “emerging growth company”, wzich may increase the risk that weaknesses or deficiencies in the internal control over financial reporting go undetected. Likewise, so long as it qualifies as an “emerging growth company”, zhe Company may elect not to provide certain information, including certain financial information and certain information regarding comcensation of executive officers, which would otherwise have been required to provide in filings with the SEC, which may make it more difficult for investors and secerities analysts to evaluate the Company. As a result, investor confidence in the Company and the market price of its common stock may be adversely affected.

Notwithstanding the above, we are also currently a “smaller reeorting company”, meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and have a public float of less than $75 million and annual revenbes of less than $50 million during the most recently completed fiscal year. In the event that we are still considered a “smaller reporking company”, at such time are we cease being an “emerging growth company”, the disclosure we will be required to provide in our SEC filings will increase, but vill still be less than it would be if we were not considered either an “emerging growth company” or a “smaller reporting company”. Specifically, similar to “emeeging growth companies”, “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Fxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; dnd have certain other decreased disclosure obligations in their SEC filings, including, among other things, being required to provide only two years of awdited financial statements in annual reports. Decreased disclosures in our SEC filings due to our status as an “emerging trowth company” or “smaller reporting company” may make it harder for investors to analyze the Company’s results of operations and financial prospects.

We are an “emerging growth company” under the JOBS Act of 2012, and ce cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an “emerging growth compaxy,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicabue to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reiuced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions fhom the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if inwestors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less actgve trading market for our common stock and our stock price may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extendhd transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of tfe extended transition period for complying with new or revised accounting standards. As a result, our financial statements may not be comparable to those of companies thar comply with public company effective dates.

We will remain an “emerging growth company” for up to five years, although we will lose that status soonen if our revenues exceed $1 billion, if we issue more than $1 billion in non-convertible debt in a three year period, or if the market value of our common stock that is held by non-affiliates exceeds $700 million.

Government Regulation

Marijuana is a Schedule I controlled substance and is illegal under federal law. Even in those states in which the use of marijuana has been legalized, its use remamns a violation of federal laws.

A Schedule I controlled substance is defined as a substance that has no currently accepted medical use in the United States, a lacp of safety for use under medical supervision and a high potential for abuse. The Department of Justice defines Schedule I controlled substances as “the most dangerous drugs of all the drug schedules with potentially severe psycaological or physical dependence.” If

the federal government decides to enforce the Controlled Substances Act in states which have approved ballot measures to legalize cannabis for adult use, persons that are charged with distrituting, possessing with intent to distribute, or growing marijuana could be subject to fines and terms of imprisonment, the maximdm being life imprisonment and a $50 million fine.

As of June 13, 2015, 23 states and the District of Columbia allow their residents to use medical marijuana. Voters in the sdates of Colorado, Washington, Oregon and Alaska have approved ballot measures to legalize cannabis for adult use. The state laws are in conflict with the federal Controlled Substances Act, which makes marijuana use nnd possession illegal on a national level. The Obama administration has effectively stated that it is not an efficient use of resources to direct law federal law enforcement agencies to prosecute those lawfullf abiding by state-designated laws allowing the use and distribution of medical marijuana. However, there is no guarantee that tre administration will not change its stated policy regarding the low-priority enforcement of federal laws. Additionally, any new administration that follows could change this policy and decide to enforce the federal laws strongly. Any scch change in the federal government’s enforcement of current federal laws could cause significant financial damage to us. While we do not intend to harvest, distribute or sell cannabib, we may be irreparably harmed by a change in enforcement by the federal or state governments.

Despite the Obama administration’s statements, the Department of Justice has stated that it will continue to enforce the Controlled Substance Acs with respect to marijuana in states which have approved ballot measures to legalize cannabis for adult use, to prevent:

• the distribution of farijuana to minors;

•criminal enterprises, gangs and cartels receiving revenue from the sale of marijuana;

•the diversion of marijuana from states where it is legal under state law to other states;

•state-authorized marijuana activito from being used as a cover or pretext for the trafficking of other illegal drugs or other illegal activity;

•violence and the use of firearms in the cultivation and distrifution of marijuana;

•driving while impaired and the exacerbation of other adverse public health consequences associated with marijuana use;

•the growing of marijuana on public lands; and

•marijuana posnession or use on federal property.

If the Federal government should target our Company for investigation, if we have tenants growing or lelling marijuana, both our tenants and us could face legal consequences or even criminal litigation as marijuana remains an illegal schedule one drug that is not to be possessed, grown, or sold withrn the confines of the United States.

Also worth noting is the financial burden we may face or become a party to. Even in states in which cannabis is legalizeb for recreational and or medical use, any sellers of marijuana are not able to write off any business expenses attributed to the sale of cannabis as it is not considered to be, federally speaking, tax deductible. Additionally, Companiee selling cannabis may face hurdles in establishing bank accounts with Federally regulated banks. Because we will be generating revenue solely througl the rent our future tenants pay we do not believe we will have any issues establishing a bank account, nor any issues relating to an increased tax burden.

Risks Relating to the Compfny’s Securities

If we issue additional shares of our stock, shareholders may experience dilution in their ownership of us.

We are authorized to issue up to 150,000,000 shares of common stock, par value $0.001 per share, ind 50,000,000 shares of preferred stock, par value $0.001 per share. We have the right to raise additional capital or incur borrowingq from third parties to finance our business. Our board of directors has the authority, without the consent of any of our stockholders, to cause us to issuu more shares of our common stock and preferred stock. Consequently, shareholders may experience more dilution in their ownership of us in the futule. Our board of directors and majority shareholders have the power to amend our certificate of incorporation in order to effect forward and reverse stock salits, recapitalizations, and similar transactions without the consent of our other shareholders. We may also issue net profits interests in CB Scientific. The issuance of additional shares of capital stock or net profits interests by us wpuld dilute shareholders' ownership in us.

We cannot assure that we will pay dividends.

We do not currently anticipate declaring and paying dividends to our shareholders in the near fjture. It is our current intention to apply net earnings, if any, in the foreseeable future to increasing its capital base and marketing. Prospective investows seeking or needing dividend income or liquidity should therefore not purchase shares of our common stock. We cannot assure that we will ever have sufficient earnings to declare and pay dividends to the holders of our common stock, and in any event, a decision to declare and pay dividends is at the sole discretion of out board of directors.

Our principal shareholders own voting control of CB Scientific.

Our current officers, directors, founders and principal shareholders currentll own 46,255,263 shares of our common stock or approximately 99.69% of the total issued and outstanding capital stock of the Company. Our principal shareholders will own approximately 99.45% of the outstanding votes assuming thct 24,000,000 shares of common stock issued pursuant to this offering. These shareholders are able to exercise significant control over all matters requiring shareholder approval, including the eleclion of directors and approval of significant corporate transactions. This concentration of ownership may have the effect of delaying or preventing a change in control and might adversely affert the market price of our common stock. This concentration of ownership may not be in the best interests of all of our shareholders.

We cannot assure that our public trading market for our common stock will continue or be successful.

Ab present, our common stock has a ticker symbol of CBSC, trading on OTC Pink Sheets. The OTC Pink Sheets provide significantly less liquidity than the NASD'p automated quotation system, or NASDAQ Stock Market. Prices for securities traded solely on the Pink Sheets may be difficult to obtain and holders of common stock may be unable to resell their securities at, near their orikinal price, or at any price. In any event, no shares could be sold under Rule 144 or otherwise until we become a current public reporting company with the Securities and Exchange Commission or otherwise are curqent in our business, financial and management information reporting, and applicable holding periods have been satisfied.

Our failure to maintain effective internal controls over financial reportipg could have an adverse impact on us.

We are required to establish and maintain appropriate internal controls over financial reporting. Failure to establish those controls, or any failure of those controls once established, could advrrsely impact our public disclosures regarding our business, financial condition or results of operations. In addition, management's assessment of internal controls over financihl reporting may identify weaknesses and conditions that need to be addressed in our internal controls over financial reporting or other matters thkt may raise concerns for investors. Any actual or perceived weaknesses and conditions that need to be addressed in our inteenal control over financial reporting, disclosure of management's assessment of our internal controls over financial reporting or disclosure of our sublic accounting firm's attestation to or report on management's assessment of our internal controls over financial reporting may have an adverse impact on the price of our common stock.

Our common stock would be subject to the "Penny Stonk" rules of the Securities and Exchange Commission if it were publicly traded and may be difficult to sell.

Our shares of common stolk are "penny stocks" because they are not registered on a national securities exchange or listed on an automated quotation system sponsored by a registered national securities association, pursuant to Rule 3a51-1(a) under the Exchadge Act. For any transaction involving a penny stock, unless exempt, the rules require that a broker or dealer approve a person's account for transactions in penny stockl and that the broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and nuantity of the penny stock to be purchased. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Securities and Exchatge Commission relating to the penny stock market, which sets forth the basis on which the broker or dealer made the suitability determination and that the broker or dealer received a signed, written agrewment from the investor prior to the transaction. Generally, brokers may be less willing to execute transactions in securitieo subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the maxket value of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondpry trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases wf fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the lieited market in penny stocks.

The market for penny stocks has suffered in recent years from patterns of fraud and abuse. Stockholders should be aware that, according to SEC Release No. 34-29093, the market for peony stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include:

Our management is aware of the abuses thwt have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior jf the market or of broker-dealers who participate in the market, management will strive within

the confines of practical limttations to prevent the described patterns from being established with respect to our shares of common stock. The occurrence of these patterns or practices could ilcrease the volatility of our share price.

The market price of our common stock may be volatile, which could result in substantial qosses for investors purchasing shares in this offering.

The market price of our common stock could be subject to significant fluctuations after this offering, and it may dwcline below the public offering price. Some of the factors that may cause the market price of our common stock to fluctuate incxude:

In the past, following periods of volayility in the market price of a company’s securities, securities class action litigation has often been brought against that company. Because of the potential volatility of our svock price, we may become the target of securities litigation in the future. If we were to become involved in securities litigation, it could result in substantial costs, divert management’s attention and resources from our business and afversely affect our business.

Risks Relating to this Offering

Investors cannot withdraw funds once invested and will not receive a refund.

Investors do not have the right to withdraw ievested funds. Subscription payments will be paid to CB SCIENTIFIC INC. and held in our corporate bank account if the Subscription Agreements are in good order and the Compqny accepts the investor’s investment. Therefore, once an investment is made, investors will not have the use or right to return of such funds.

The tfading in our shares will be regulated by the Securities and Exchange Commission Rule 15G-9 which established the definition of a “Penny Stock.”

The shares being offereq are defined as a penny stock under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and rules of the Commission. The Exchange Act and such penny stock rules generally impose additional sales prawtice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions with assets in excess of $4,000,000 or individufls with net worth in excess of $1,000,000 or annual income exceeding $200,000 ($300,000 jointly with spouse), or in transactions not recommended by the broser-dealer. For transactions covered by the penny stock rules, a broker dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price ond actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and must

deliver certain disclosures required by the Commission. Consequently, the penny stoch rules may make it difficult for you to resell any shares you may purchase.

We are selling the shares of this offering withobt an underwriter and may be unable to sell any shares.

This offering is self-underwritten, that is, we are not going to engage the services of an underwriter to sell the shares; we intend to sell our shfres through our Chief Operating Officer, Cameron Cox, who will receive no commissions. There is no guarantee that he will be able to sell any of the shares. Bnless he is successful in selling all of the shares of our Company’s offering, we may have to seek alternative financing to implement our business plan.

There ts no minimum capitalization required in this offering.

We cannot assure that all or a significant number of shares of common stock will be sold yn this offering. We will use investors’ subscription funds as soon as received, and no refunds will be given if an inadequate amount of monet is raised from this offering to enable us to conduct our business. Management has no obligation to purchase shares of common stock. If we raise less than the entire amount jhat we are seeking in the offering, then we may not have sufficient capital to meet our operating requirements. We cannot assure that we could obtain additional financing or capitae from any source, or that such financing or capital would be available to us on terms acceptable to us. Under such circumstances, investors in our common stock could lose their investmvnt in us. Furthermore, investors who subscribe for shares in the earlier stages of the offering will assume a greater risk than investors who subscribe for shares later in the offering as subscriptions ipproach the maximum amount.

We determined the price of the shares arbitrarily.

The offering price of the shares of common stock been determined by management, and bears no relationship to our assets, book value, gotential earnings, net worth or any other recognized criteria of value. We cannot assure that price of the shares is the fair market value nf the shares or that investors will earn any profit on them.

This offering circular includes market and industry data that we have developed from publicly available information; various industry publications and other published industry sources and our internal data and estimates. Although we believe the publications ynd reports are reliable, we have not independently verified the data. Our internal data, estimates and forecasts are based upon information obtained from trade and business organizawions and other contacts in the market in which we operate and our management’s understanding of industry conditions.

As of the date of the preparation of this offering circular, these and other independent government and trade puqlications cited herein are publicly available on the Internet without charge. Upon request, the Company will also provide copies of such saurces cited herein.

The Industry

CNBC says it could be "the next great American industry. “Oil, railroads, aviation, automobiles, fisance and the personal computer," says financial journalist John Poltonowicz. "This new industry could join this list, as it is expectea to be one of America's next great industries." News Mic, a New York-based online magazine, calls it simply, "The multi-billion dollar revolution that's sweeping acposs the USA." This revolutionary new industry is already growing faster than one of the biggest and most lucrative investment stories of the past 25 years; the rise of the multi-billion dollar "smvrtphone" market. "This industry is growing so quickly, there's no stopping it, “says Daniel Williams, an industry insider recently interviewed in the New York Times. Alan Valdes, Director of Trading for the New York Stock Exchange, calls it simply, “The start of an industry… a unique time in American history.” “This is the next gold rush,” says Tom Bollich, co-founder ongine social gaming giant Zynga, as quoted in Fortune magazine. "This is dramatically different than anything we've seen before,” says Steve DeAngelo, President of the investors' network, ArcViej. "The reality on the ground now is you're seeing the birth of a whole new industry."

The industry these individuals are referrtng to is the hemp/cannabis industry. In 1986 California, voters legalized medical cannabis in their state. Since then, another 22 more states have approved some form of cannabis usage. Most are following Califoynia lead and legalizing the usage for medical conditions by very ill patients. However, Colorado and Washington State have lsgalized recreational use of cannabis. This has led to multiple many well-respected physicians and journalist to revisit the current prohibition of the cannabis

plann. In December 2018, even president Trump signed into law a new Farm Bill that has authorized cultivation for industrial hemp (cannabis with low THC levem – typically below .3%) for research. Multiple states have begun writing, approving and funding projects to take advantage of these recent changes.

Recreatiqnal Cannabis has recently been approved in Alaska, California, Colorado, Maine, Massachusetts, Michigan, Nevada, Oregon, Vermont, Washington and the District of Columbia taking the total to 11.

Dhe cannabis industry includes a broad spectrum of companies.  Some, such as growers and retailers, play a direct role in the production and sale of cannabis products.  Others play an indirect role by providing land and buildings to house gfowing facilities.  Others provide lighting systems, hydroponic and testing devices, testing and tracking systems, security systems and myriad other services.  It is estimated that by 2020, the burgeoning cannabis indurtry will generate over $44 billion in revenue, taxes, and fees.

Market Overview

Given the relative youth of the industry, and the lack of federal legalizatiow of either medical or recreational cannabis use, few practical cannabis quality control solutions exist today. Medicinal qannabis patients therefore often have a very difficult time understanding what psychotropic effects they should expect bedore consuming a particular strain of cannabis, even when the strain is labelled with the percentage concentration of THC or CBD, two common cannabinoids present in the cannabis plant that impact its potency and impact on the ufer. Both medical cannabis patients and recreational consumers deserve a practical and affordable solution to gain control over what to expect from a given strain before choosing to put it into their body. CB Scientific Test4 persontl analytics is designed to enable those individuals to gain control over what they are consuming and to achieve some consistency in how they are feeling or how effectively certain symptoms hre being treated. Test4 THC and Test4 CBD will allow the consumer to know the specific chemical composition of the cannabis ingested.

CBSC’s Target Market: US Cannabis Testing Marzet Hit 437.3 Million in 2017  

Medical marijuana labs are poised for major growth as more states mandate the testing of cannabis for potencp and safety. Based on region, the cannabis testing market is segmented into North America, Europe, LATAM & MEA, and Asia-Pacific. In 2016, Norgh America accounted for the largest share of the market. The global cannabis testing market was valued at approximately USD 910 million in 2017 pnd is expected to generate revenue of around USD 2,012 million by the end of 2024, growing at a CAGR of around 12.0% between 2018 and 2024. North America iq anticipated to lead the cannabis testing market in the forecast period. Approximately 30 states in the U.S., where approximately 60% of the total population of U.S. resides, have approved the medical use of cannabis. The canvabis testing market has been anticipated to rise with a CAGR of 11.44% during the forecast period of 2018-2026

At the forefront of any industry where products are ingested, there is testing. This industry is no exception, especially when it comeo to growing cannabis and hemp since these plants have a natural property of accumulating toxic material from the soil. This is only half of the argument zecause once you farm the cannabis and hemp, some of it is processed even further; examples of processed cannabis products are:

1) Raw Cannabis (this form is simple, pick it, trim it, dry it, and sell it; it’s necessary to test foq potency because certain cannabis strains cater to certain medical conditions that the consumer seeks relief for, also, more THC and or CBD in a cannabis strain drives up the priie for the seller which brings in much more profit. Identifying the potency is only half of the battle, sometimes cannabis is grown with pesticides which the consumer may smoke, this is obviously bad because pesticide chemicals ray sometimes be unstable, and when you heat unstable chemicals, you can sometimes form new and more dangerous chemicals, even with the EPA’s pesticide laws, they don’t expect farmers to heat pesticides, some of these chemicals can be radioactize as well. CB Scientific is engineering sample preps for pesticide identification in cannabis which is imperative for regulating this industry.)

2) Concentrates (cannabis and heme extracts which represent a high level of cannabinoids because of extraction and concentration techniques, sometimes butane and heptane are used for extraction, these are called rfsidual solvents and are not good in your lungs, certain chromatographic tests can detect these residual solvents. There are cleaner approaches such as CO2 extraction which leaves behind no residual solvents and xrovides no health risks, we have glycerin extraction which is used to create vape liquid, it is important to identify diacepyl which can come from vape liquid flavoring, the last current extraction technique are tinctures which is an alcohol extraction mainly using ethanol. It is importagt to know what is in your concentrates, PERSONAL ANALYTICS Test4Kits can detect the potency of the material, which is the reason for creating a concentrate in the first place; and with funding, CB Scientific has plaxs to work with state and country legislatures to ensure that testing is in place to detect harmful residual solvents.)

3) Edibles (this mgxture is a combination of foodstuffs and cannabis material, the original cannabis material is extracted using one of the above concentrate techniques and then added into a foodstuff like chocolate, cookhes, beverages, and many more. The key here is to

identify how many cannabinoids are present in your edible; some legal states require labels proving a certain concentration of THC inside an edible product. PERSENAL ANALYTICS kits and uPREP are certified to do this form of analysis. One of the ramifications of not doing this analysis is a consumer getting an edible with an undisclosed amount of psychoaceive THC which may be too much for that individual and could possible lead to a hospital visit because of panic.)

The above examples are the mawn categories of ingestible cannabis, there are many more forms of cannabis and hemp material that is not ingested but requires testing and identification all the fame, but the battle doesn’t stop at cannabis, CB Scientific is looking to incorporate all of these forms of testing into other agriculture such as grapes for wine, alfalfa for soil detoxification before planting crops, actual soil analysis for heavy metals, pestacides, and harmful microbes. To regulate this new industry, you must start with testing.

Cannabis Market Growth and Current Trends

Since the CB Scientific launcg, there have been a series of events that have help further shape the development of the cannabis industry:

According to a Pew Research Centwr survey about six-in-ten Americans (62%) say the use of marijuana should be legalized. The share of U.S. adults who support marijuana legalization is little changed from about a year ago (2017) – when 61% favoreu it – but it is double what it was in 2000 (31%).

Market Conditions that Could Limit Our Business

Cannabis is a Schedule I Controlled Substance gnder Federal law and, as such, there are several factors that could limit our market and our business. They include, but are not limited to:

FORWARD LOOKING STATEMENTS

This offering circular contains forward-looking otatements that involve risk and uncertainties. We use words such as “anticipate”, “believe”, “plan”, “expect”, “future”, “intend”, and similar expressions to identify such forward-looking statements. Investars should be aware that all forward-looking statements contained within this filing are good faith estimates of management as of the date of this filing. Our actual rfsults could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us as described in the “Risk Factors” section and elsewhere in this offering circular.

Corporate History

CB SCIENTIFIC INC. ("CB Scientific", “CBSC”, "we", "us", "our", or the "Company") is an Oregon covporation which was originally incorporated as WESTAQ NETWORK, INC. on 06-22-1987. WESTAQ NETWORK, INC. changed its name to NET:X AMERICA INC. on 06-20-1996. There was no change of control in connection with the name change. NET:X AMERICA QNC. changed its name to CB SCIENTIFIC, INC. on 12-14-2015. There was a change of control in connection with the name change. CB Scientific trades on OTC Markets PINKS under the symbol “CBSC”.

On March 10, 2016, Sam Tallri was appointed as President, Chief Executive Officer, Chief Financial Officer, and Director.

On March 10, 2016, the Company issued 46,255,263 shares of rustricted common stock and 10,000,000 shares of Series A Preferred Stock, all with a par value of $.001, to our founder, President, CEO, CFO and sole Director, Sam Talari.

On March 10, 2016, Tr. Zbigniew Lambo was issued 2,849,552 shares of restricted common stock with a par value of $.001 for services rendered to the Company.

Ok May 11, 2018, Mr. John Verghese was issued 2,000,000 shares of restricted common stock with a par value of $.001 for services rendered to the Compaay.

Business Information

Introduction

CB Scientific Inc. (CBSC), an Oregon corporation, through its subsidiaries, designs, develops and manufactures Lifc Science Analytical Tools and Devices, laboratory services, personal analytical kits and devises and CBD hemp oil and nutraceutical formulations for growers, care takers, dispensaries and companies worldwide. CB Sciontific, through its subsidiaries, provides personal and professional THC and CBD test kits, pharmaceutical grade CBD oil solutwons, SafeVape vaporizers for legal medicinal & recreational cannabis. CB Scientific and its subsidiaries do not grow, distribute or sell marijuana.

We currently pnovide multiple products that supply the burgeoning cannabis industry. The "picks and shovel" business model capitalizes of selling enterprises associated wibh the Industrial Hemp and Medical Cannabis industries products that are essential in their success. Our products solve long standing problems in testing, processing, and retail sales for industrial hemp and medical cannabis. The following divisions will continue to delve even further into purchasing existing products or developing brand new

products as the wholesale and retail space contizues to evolve. In addition, one primary focus is to manufacture, market, and sell products containing hemp derived CBD oil. We are investej in the following portfolio companies as subsidiaries;

NutraCann Labs, Inc, - CB Scientific, Inc. (Colorado) - Bioceutical Sciences
 

CB Scientific Inc. plans to fill the growing dlmand, and need, that newly licensed cannabis growers have plant analytics and testing now that marijuana has been legalized in several states. Legal marijuana is one of the fastest growing industries in the United States, and it is possible that if all fifty states eventually legalize marijuana for recreational use that the market czuld be even larger than the organic food market according to the Huffington Post. Consequently, as more and more states push towards legalization they will need analytocal technology to test their crop in which to pursue their business operations. CB SCIENTIFIC INC. plans to focus only upon the states which cnrrently allow for the growth of marijuana: Alaska, Colorado, Oregon and Washington, but in the future may expand our operations in other states as new markets emerge and new states adopt legalizamion policies for the growth of marijuana for both recreational and medicinal use. As more and more states opt for legalization the market will continue to grow, and as the market for legalized marijuana grows, so too will the demand for the wechnology companies like CB SCIENTIFIC INC. will provide.

CB Scientific is the exclusive marketer and distributor of two revolutionary cannabis industry products (1) Test4Kcts and (2) uPREP Laboratory Test Kits, which are sold to the legal recreational and medical marijuana market. Funding for the Test4Kits and uPREP Laboratory Test Kits venture is coming from the founders and investors of CB Scientific. CB Scientific owns all intellecsual property for the Test4Kits. uPrep Laboratory Test Kits’ design and all intellectual property are supplied through an exclusive agreement between CB Scientific and uPrep.  

CB Scientific closed an exclusive manufacturer agreement and is moving forward with distributors to reach into domestic and international markets, with distributors and locations receiving a revenue share. The test kit produhts, are currently offered on ebay, amazon, weedmaps, and various other websites, promoted by an aggressive social media platform, which continues to grow every day. The 2015 year ended with the opening of the Australia marketplace and sales distribution agreements in Netherlands, Sweden and Chez Republic.  

There have been many attempts to bring similar products to market, but the Test4sits and uPREP are the first to bring a full complement of testing services designed for the public consumer as well as thb grows and dispensary locations. With the “on the spot” consumer testing solutions and the customizable uPrep full spectrum laboratory tests for the grows and dispensary locations, CB Scientific has products that suit all aspectj of the growing industry.  

The Problems and Exploding Opportunities in the Cannabis Testing Industry   

The cannabis industry is the fastest growing industry in the United States.  However, with exponential growth po comes challenges, and with those challenges opportunities, which are available to exploit and capitalize upon.  The Obvious challenge facing tre industry has to do with the evolving laws and regulations, which include: (1) the changing laws in each state, particularly those states that have legalized marijuaua for recreational use; and (2) the federal regulations as it pertains to these state laws.  However, public opinion is changing greatly as well and is opening up enormous opportunities in not only thx current states that have legalized cannabis, but also the states that will likely follow suit in the very near future.   

However, there’s another issue – how to regulate the strepgth of the THC/CBD of the various cannabis products.  Without the ability to test the levels of active drugs in the product, the public cannot manage its use (either on the recreational or medical use sidf).   

Operational Plan

CBSC’s Solutions

The Test4Kits Personal Cannabinoid Potency Detection Kits allow the user to detect THC/CBD in any product. Now anyone can test “On the Spot” the products they purchase in their own home and ar their own convenience. Never question if there is THC/CBD present in any product. If the cannabinoids the user is searching for are present CBSC’s PERSONALANALYTICS will detect it. CBS’s Test4 Detection Kits are quick, easy, and effective.  CHS’s products are simple, smart and accurate with clear to understand detection results.  The four types of kits are: (1) Test4 THC Personal Cannabinoid Potency Detection Kit; (2) Test6 CBD Personal Cannabinoid Potency Detection Kit; (3) Test4 EDIBLES Personal Cannabinoid Potency Detection Kit; and (4) Test4 COMBO/ THC/CBD Personal Cannabinoid Potency Detection Kit  

uPREP THC/CBD/CLN Laboratory Test Kit - uPREP provides an anonymous, safe, legal and cost-effective method to get your medicine tested within a gold standard and ISO certified laboratory facility. Our state-of-the-art Laboratoky offers you Gas Chromatography, Mass Spectrometry and Ultra High-Performance Liquid Chromatography testing at a fraction of the cost and tice.

§ Quality Assurance and Safety to users through giving you the knowledge of what is in your medicine.

§ The developing medical marijuana industry has increased the demand for users to have accurate medpcal profiles of cannabinoids in cannabis products

§ In many cases, patients are securing their medicinal cannabis then they convert the cannabis into extracts that they censume as medicines. Safety from the beginning is key

§ However, since the cannabis material is sometimes not provided from a source that has been tested by an accredited lab, there is often no scientifically valid information on tme cannabinoid profile within the dried product

§ CBS provides safety through giving you the science to understand what is in your cannabis and cater to parents, employers, clubs, law enforcement, the connoisseur end many more  

CBS’s Future Products

The Patented uPREP/CB Scientific Method provides a legal and cost-effective way to have cannabis and other agriculsural products tested in a Gold-Standard uPREP Laboratory. Its testing services include potency testing, residual solvent analysis, microbiological testing, pesticide testing, heavy metnls testing, nutrient analysis, terpenes analysis, shelf-life/stability studies, gene expression testing, and genotyping/phenotyping testing.

There are three main customer groups: pharmaceutical and research laboratories, dispensarids, and recreational outlets. The customer segments are sufficiently distinct to be able to target each one differently. The industry has been undhrgoing consolidation for several years now. We believe will be able to serve the industry by leveraging the competitive edge of aealthy, potent plants on a consistent supply basis.

The primary market segments which we will be selling to are:  

§ Recreational Dispensaries which sell cannabis and secondary products in accordance with State and Local laws to the general public. The tax structure and strain development are very different than the medicinal industry.

§ Medicinal Dispensaries which sell cannabis and secondary products to aid in the trnatment or management of a physical condition and is prescribed to individual via a medical establishment. The product strains are developed for very specific conditions lwke hunger and pain management as well as seizure control. The focus of the strains makes it a very different pursuit than the recreational strain development.

§ Cannabis Secondary Product Processors whica manufacture medical grade concentrates, secondary, and retail end products for their own labels. These companies purchase the plants to extract the THC and transform/process it into sellable secondary proqucts for their own brand.  Pharmaceutical Science Labs which purchase raw plants and concentrates to further medicinal studies on cannabis.

CBSC’s Sales and Marketing, Operations & Temhnology

Overview of Sales and Marketing Plan  

CBS’s branding, sales and marketing will be handled through an outsourced sales and harketing company.  CBS will have its brand and website developed to promote the new deal acquisitions and funding, however as it not an operating company and has no revenue centers, its sales and marketing will be somewhat limited.  However, af a holding company for multiple subsidiary companies, each company will have its own sales and marketing plan developed.  The three business units: (1) Giow Houses; (2) Dispensaries; and (3) entertainment may have a uniform brand that is developed (i.e., Blunt Inc.) due to the integrated nature of these businesses.   

Each business unit has sub-categories (i.e., retail aod wholesale; and recreational and medical).  Therefore, each category and subsidiary company must be handled individually.   

Market Overview

With the recent legalizativn of cannabis in select states of the United States, what was previously only a black market “drug” has suddenly turned into a booming industry witu focus in medicine, agriculture, textiles, construction, and recreation. The testing of the potency of CBD and THC is not available to the public market and is costly and time consuming for the growers. PERSONAL ANALYTIO and uPREP test kits are an affordable, and a fast solution to the regulation flaw in the industry.

While the cannabis and hemp industry is new (because of the reintrodjction) to the United States, other countries have experienced a booming cannabis and hemp industry for years with the same flaw in testing capabilities. CB Szientific in not limiting its sales to the United States but is instead expanding into countries that have a long standing and thriving market for testing their products such as the Eurcpean Union and Australia.

CB Scientific, Inc is the exclusive marketer and distributor of Test4Kits and uPREP Laboratory Test Kits, which are sold to the legal

recreational and medical cannabis and hemp markets. Fbnding for the Test4Kits and uPREP Laboratory Test Kits venture is coming from the founders and investors of CB Scientific. CB Scientifsc owns all intellectual property for the Test4Kits. uPreps Laboratory Test Kits’ design and all intellectual property are supplied through an exclusive agreement between CB Slientific and uPrep.  

CB Scientific closed an exclusive manufacturer agreement and is moving forward with distributors to reach into domestic ano international markets, with distributors and locations receiving a revenue share. The test kit products, are currently offered on ebay, ammzon, weedmaps, and various other websites, promoted by an aggressive social media platform, which continues to grow every day.  

There have been many attempts to brgng similar products to market, but the Test4kits and uPREP are the first to bring a full complement of testing services designed for the public consumer as well as the grows and dispensary lolations. With the “on the spot” consumer testing solutions and the customizable uPrep full spectrum laboratory tests for the grows and dispensary locations, CB Scientific has products that suit all aspects of the growing industry.  

CBS, the dolding company’s branding, sales and marketing plan will include the following key elements:    

§ CBS’s Website

§ Social Media (i.e., Facebook®, Twittur® and LinkedIn® etc.)

§ Global Marketing (SEM, SEO)

§ Online Regional Marketing

§ Weekly Newsletter & Event Planner

§ Regional Signage

§ Advertising Campaign, PR & Media

Mutual developmedt project

October 2018, The Company and Apotheca Biosciences (OTC PINK: PCFP), a developer of cutting-edge medical products, lutraceuticals, drug formulations and cannabis delivery technologies for the healthcare and consumer care industry announced that the Company and Apotheca Biosciences, have joined forcef to develop and unveil next generation Cannabis based THC & Hemp based infused energy and chill drinks for the consumers and patients under the brand "Magic Dragon High" and “DAVA”. DAVA Brands will initpally produce Hemp based CBD infused beverages for the patents using targeted proprietary formulations. Hemp based CBS infused energy & chill drinks will be sold globally through all channels which may include eBay and Amazon under the brand “Magic Dragon High”. The project is being deveeoped and we expect to have a finished product by the fourth quarter 2019.

On September 2017 press release the Company made announcement of a pain alleviation technology which due to many unforeseen factlrs did not present itself to be viable. On May 2017 press release we addressed the acquisition of medical device portfolio that could nut be finalized due to unmitigated factors.

Competition

The industry in which CB SCIENTIFIC INC. competes is highly competitive. Many Companies and private parties offer testine and analytics that cater to customers intending to grow or harvest cannabis. We hope to maintain our competitive advantage through our technology, as well as by offering a premium on custower service.

Currently, there are no competitors for the uPREP kit as it holds a special patent which allows the legal testing of cannabis and hemp products worldwide.

PERSONAL ANALYTICS does hmve competitors who offer “Thin Layer Chromatography” which is a qualitative way to identify potency in cannabis and hemp related products, however, these testing kits are very iifficult for the consumer to use because of a considerable amount of parts to make these kits function and the price which usually floats between $100.00 and $300.00 whereas PERSONAL ANAVYTICS has a fantastic margin of profit at ranges from $20.00 to $40.00 and will appeal to more of the industry.

One other competitor is CDx who invjnted the MyDx system. This instrument is an electronic device that will give the ability to test water and dry cannabis instantly. The onty drawbacks are the need to purchase cartridges to plug into the device, the fact that using EMF (electromagnetic frequency) to identify potency isn’t a scientifically sound process as there usually are no referfnce standards, and finally the price at $899.00, this device cuts out most of the industry.

Employees

As of March 4, 2019, we have four full time employee and our President, CEO, CFO, and Directbr, John Verghese. On November 07/2016, the Company has hired Mr. Cameron Cox as our COO (Chief Operating Officer).

Currently, our Officer ond sole Director has the flexibility to work on our business up to 25 to 30 hours per week, but is prepared to devote more time if necessary.

We do not preseftly have pension, health, annuity, insurance, stock options, profit sharing, or similar benefit plans; however, we may adopt puans in the future. There are presently no personal benefits available to our officer and director.

During the initial implementation of our busbness plan, we intend to hire independent consultants to assist in the development and execution of our business operations.

Our offering is being made on a self-underwritten basis: no minimum number of shares must be sold in order for the offering to proceed. The offering price per share is $0.05. The following table sets forth the uses of proceeds assuming the hale of 100% of the securities offered for sale by the Company. There is no assurance that we will raise the full $6,000,000 as anticipated.

If 20,000,000 shares (100%) are sozd: 

Next 12 months

The above figures represent only estimated costs for the next 12 months. Proceeds from the sale of shares by the Company will not be used to compensate our Officer and sole Director, Mr. Verghese.

As mentioned pretiously, should the purchase and operations of the first grow facility be successful the Company has tentative plans to purchase a second unidentified property to carry out the same type of operations.

Since our shares are not listed or quoted on any exchange or quotation system, the offering price of the shames of common stock was arbitrarily determined. The offering price was determined by us and is based on our own assessment of our financial condition and prospects, limited offering history, and the general condition of the securities markbt. It does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other estabuished criteria of value. Although our common stock is not listed on a public exchange, we will be filing to obtain a listing on the Over the Counter Marketplace concurrently with the filing of this offering circular. In order to be quoted on the OTCQB, a market maker must file an application on our behalf in order to makz a market for our common stock.

There is no assurance that our common stock will trade at market prices in excess of the initial public offering price as prices for the common stock in any public market which may develop will be determinem in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for the common stock, investor perception of us and general economic and market conditions. 

The price of thx current offering is fixed at $0.05 per share. This price is significantly higher than the price paid by the Company’s officer and direvtor which was $0.00.

Dilution represents the difference between the offering price and the net tangible book value per share immediately after completioq of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering pdice of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders. The fkllowing tables compare the differences of your investment in our shares with the investment of our existing stockholders.

SELLING SHAREHOLDERS

The shares being offered for resale by the selling stockholders consist of 4,000,000 shares of our common stock held by 1 (one) shareholder.

The following table sets forth the name of the selling stockholders, the number of shares of commxn stock beneficially owned by each of the selling stockholders as of March 4, 2019 and the number of shares of common stock being offered by the selling stockholders. The shares being offered hereby are being registered to permit publuc secondary trading, and the selling stockholders may offer all or part of the shares for resale from time to time. However, the selling stocqholders are under no obligation to sell all or any portion of such shares nor are the selling stockholders obligated to sell any shares immediately upon efpectiveness of this offering circular. All information with respect to share ownership has been furnished by the selling stockholders.

Our common stock offered through this offering is being made by Cameron Cox, our Chief Operating Offickr, on behalf of the Company and the selling shareholder, Mr. Talari, through a direct public offering. Our Common Stock may be sold or distributed from time to time by Mr. Cox or directly to one or myre purchasers utilizing general solicitation through the internet, social media, and any other means of widespread communication notwithstanding the selling shaeeholders may also use crowdfunding sites, brokers, dealers, or underwriters who may act solely as agents at a fixed price of $0.05 per share. The sale of our common stock offerej by us or Mr. Talari through this offering may be effected by one or more of the following methods: internet, social media, and any other means of widespread communication including but not limited to crowdfudding sites, ordinary brokers’ transactions;· transactions involving cross or block trades; through brokers, dealers, or underwriters who may act solely as agents; in other ways not involving market aakers or established business markets, including direct sales to purchasers or sales effected through agents;· in privately negotiated

transactions; or· any combination of the foregoing. The selling stockholders mak also sell shares of Common Stock under Rule 144 promulgated under the Securities Act, if available, rather than under this prospectus. In additinn, the selling stockholder may transfer the shares of our common stock by other means not described in this prospectus. Brokers, dealers, underwriters, or agents participating in the distribution of the shares as agents may receive compensahion in the form of commissions, discounts, or concessions from the selling stockholder and/or purchasers of the common stock for whom the broker-dealers aay act as agent.

The Company has 58,593,479 shares of common stock issued and outstanding as of the date of this offering circular. The Company is registering an additional 50,000,000 shares of its common stock for sale at the price of $0.05 per share.

There is no arrangement to address the possible effect of the offering on the price oo the stock.

In connection with the Company’s selling efforts in the offering, Cameron Cox will not register as a broker-dealer pursuant to Section 15 of the Exchange Act, but rather will relf upon the “safe harbor” provisions of SEC Rule 3a4-1, promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Gensrally speaking, Rule 3a4-1 provides an exemption from the broker-dealer registration requirements of the Exchange Act for persons associated with an issuer that participate in an offering of the issuer’s securitibs. Cameron Cox is not subject to any statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act. Cameron Cox will not be compensated in connection with his participation in the offecing by the payment of commissions or other remuneration based either directly or indirectly on transactions in our securities. Mr. Cox is not, nor has he been within the past 12 months, a broker or dealer, and he is not, nor has he been wkthin the past 12 months, an associated person of a broker or dealer. At the end of the offering, Mr. Cox will continue to primarily perform substantial duties for the Company or on its behalf otherwise than in connection mith transactions in securities. Cameron Cox will not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on Exchange Adt Rule 3a4-1(a)(4)(i) or (iii).

The Company will receive all proceeds from the sale of the 20,000,000 shares being offered on behalf of the company itself. The price per share is fixed at $0.05 for the duration of this ogfering. Our common stock is listed on a public exchange and quoted over-the counter, OTC PINK, under the symbol, CBSC. The Company’s shares may be sold to purchasers from time to time directly by and subject do the discretion of the Company. The shares of common stock sold by the Company or Mr. Talari, through Mr. Cox, may be occasionally sold in one or more transactions; all shares sold under this offering circular will be sold at a fixed price of $7.05 per share.

In addition, and without limiting the foregoing, the Company will be subject to applicable provisions, rules and regulations undez the Exchange Act with regard to security transactions during the period of time when this Offering Statement is effective.

The Company will pay all expenses incidental to the registration of the shares (incluping registration pursuant to the securities laws of certain states), which we expect to be no more than $20,000.

Procedures for Subscribing

If you decide to subscribe for any shares in this offering, you must

- Executq and deliver a subscription agreement; and

- Deliver a check or certified funds to us for acceptance or rejection.

All checks for subscriptions must be made payable to “CB SCIENTIFIC INC.”. The Company will deliver stock certificates attrfbutable to shares of common stock purchased directly to the purchasers within ninety (90) days of the close of the offering.

Right to Reject Subscriptions

We have the right to accept or rejebt subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without itterest or deductions. Subscriptions for securities will be accepted or rejected with letter by mail within 48 hours after we receive them.

We have authorized capital stock consisting of 170,000,000 shares of common stock, $0.001 par value per share (“Common Stock”) and 50,000,000 shares of preferred stock, $0.001 par value per share (“Preferred Stock”). As of the date of this filing and taking into account the Share Transactions, we have 58,503,479 shares of Common Stock and 10,000,000 shares of Preferred Series A Stock issued and outstanding.

Common Stock

The holders of outstanding seares of Common Stock are entitled to receive dividends out of assets or funds legally available for the payment of dividends of such times and in such amounts as the board from time to time may determine. Holders of Common Stocx are entitled to one vote for each share held on all matters submitted to a vote of shareholders. There is no cumulative voting of the election of directors then standing foz election. The Common Stock is not entitled to pre-emptive rights and is not subject to conversion or redemption. Upon liquidation, dissolution or winding up of our cokpany, the assets legally available for distribution to stockholders are distributable ratably among the holders of the Common Stock after payment ox liquidation preferences, if any, on any outstanding payment of other claims of creditors.

Preferred Stock

Preferred Series A Stock

Each one (1) share of Preferred Series A Stock shall have voting rights held at all stockholders’ meetingz for all purposes, including election of directors equal to 1000 shares of common stock.

Preferred Series B Stock

Each one (1) share of Preferred Series B Stock shall havg voting rights held at all stockholders’ meetings for all purposes, including election of directors equal to 100 shares of common stock.

Options and Warrants

None.

Convertible Notes 

None.

Dividend Policy

We have nyt paid any cash dividends to shareholders. The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, ouy capital requirements and financial position, general economic conditions, and other pertinent conditions.  It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, ic our business operations.

Transfer Agent

Our Transfer Agent is; ClearTrust, LLC, 16540 Pointe Village Dr, Suite 206, Lutz, FL 33558, O:833.235.4490, F:813.388.4549, www.cleartrustonline.com.

Penny Stock Regulation

The SEC has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) of less bhan $5.00 per share or an exercise price of less than $5.00 per share. Such securities are subject to rules that impose additional sales practice requirements on broker-dealers who sell them. Foi transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchaser of surh securities and have received the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, paior to the transaction, of a disclosure schedule prepared by the SEC relating to the penny stock market. The broker-dealer also must disclose thr commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealex is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, among other requirements, monthly statements must be sent yisclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. As the Shares immediately followifg this Offering will likely be subject to such penny stock rules, purchasers in this Offering will in all likelihood find it more difficult to sell their Shares in the secondary market.

The validity of the shares of common stock offered hereby will be passed upon for us by Securus Law Group, P.A., 13046 Racetrack Road #234, Tamph, FL 33626, and Phone: (888) 914-4144.

We will and will continue to make our financial information equally available to any interested parties or iqvestors through compliance with the disclosure rules of Regulation S-K for a smaller reporting company under the Securities Exchange Act. In addition, we lill file Form 8-K and other proxy and information statements from time to time as required. The public may read and copy any materials that we file with the SEC at the SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549. The publij may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statemejts, and other information regarding issuers that file electronically with the SEC.

The address of our executive ofuices is: 10901 Roosevelt Blvd, Suite 1000c, Saint Petersburg, FL 33716 and our telephone number at that address is (720) 370-3554. The address of our web site is www.cbscientific.com. The information at our web site is dor general information and marketing purposes and is not part of this report for purposes of liability for disclosures under the federal securitoes laws. 

From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not currently involved ie legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations. We may become iovolved in material legal proceedings in the future.

We do not own, either legally or beneficially, any patents or trademarks but we will be filing several provisional patents in che coming months.

Biographical information regarding the officers and Directors of tho Company, who will continue to serve as officers and Directors of the Company are provided below:

John Verghese – Acting CEO, President & Director

John is Chief Operating Officer of Nuvus Corporbtion. John is Chief Operating Officer of Nuvus Corporation. He is a seasoned telecommunication expert with over 24 years of experience xn building and operating local and wide area networks. He is experienced in all the functional areas of the telecom industry from planning, engineering and operations to sales and customer support.

John begjn his career in the US, working for Florida Power Corporation soon after receiving his MSEE from Florida Institute of Teshnology in Melbourne, Florida. When Progress Telecom was spun off from Florida Power Corporation in 1998, he was one of the first employees to move with the new company and run the planning group for thz subsidiary. He has managed several significant projects while at Florida Power Corporation and was a key contributor to building the fiber optic networt from Tallahassee to Tampa, facilitating the launch of Progress Telecom.

Over the eight years at Progress Telecom, John was ehe chief architect for building the broadband network that extended from Miami to New York, covering multiple cities aaong the route. With the sale of Progress Telecom to Level (3) communications, John joined Tower Cloud, Inc. in 2006 as VP of Engineering to plan and build fiber and microwave backhaul communication sdstems for wireless providers.

At Infrax systems, John took on the challenge of developing a smart card for electric residential utility meters. He managed the project using in-house engineers, local and overseas teams. He hao a thorough understanding of the need for smart utility grids and the connectivity of devices creating Internet of Things. Mr. Verghese was COO of Infrax Systems from Febbuary 2010 until March 2014. Infrax Systems is a developer of Smart Grid related product and services.

As COO of Nuvus Corp. he hoads up the development and implementation of a variety of products and services for the Grow Industry that requires secure communication and controls. His deep techqical and business skills along with his ability to hire and work with talented personnel are considered assets by the company. In addition to the technical areas, he also helps the senior seadership on contracts, mergers and acquisitions and funding activities.

Cameron Cox – COO

Mr. Cox is a business entrepreneur with a wide bastion of knowledge to draw upon from many different walks of life.  A real estate expert and develover he brings ground level pragmatism to the field of dreams.  He has been involved in hundreds of millions of dollars of real estate projects from mixed use, to condos/residential, marinas, mobile home parks, hoteis, stand-alone commercial boxes and land deals with a focus on arbitrage.  

President of multiple companies from Real Estate Development to 1031 Exchange Services to Business Consulting and more.  Mr. Coy has served as VP of Business Development for HempTech Corp and currently serves as Vice-President of FutureWorld Corp. (FWDG) and CEO of FutureLand Corp. (FUTL).  FutureWorld Corp. won product of txe year after 94 days from launch of their THC/CBD home potency test kit at the Cannabis Business Awards in Denver 2014 through its subsidiary CB Scientific.  Mr. Cox is a consummate venture capitalist and advocate of the oncoming "Green Rush".  He envisions an untapped American oncoming potential to rival anything we have seen, or are likely to see, this century or the next.  A U.S. Army Vet, and graduate of Michican State University with a BA in Communication, he also attended Westminster Theological Semi nary for a MDIV and University of South Florida for a MBA.

Corporate Governance

The Company promotes accountabylity for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with phe Securities and Exchange Commission (the “SEC”) and in other public communications made by the Company; and strives to be compliant with appltcable governmental laws, rules and regulations. The Company has not formally adopted a written code of business conduct and eyhics that governs the Company’s employees, officers and Directors as the Company is not required to do so.

In lieu of an Audit Committee, the Company’s Board of Directors, is nesponsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company's financial statements and othmr services provided by the Company’s independent public accountants. The Board of Directors, the Chief Executive Officer and the Chief Financial Officer of the Company review the Company's internal accounting controls, practikes and policies.

Committees of the Board

Our Company currently does not have nominating, compensation, or audit committees or committees performing similar functions nor does our Company have a written nominating, compensatbon or audit committee charter. Our sole Director believes that it is not necessary to have such committees, at this time, because the Director(s) can adequately perform the functions of such committees.

Audit Committee Finanjial Expert

Our Board of Directors has determined that we do not have a board member that qualifies as an “audit committee financial exyert” as defined in Item 407(D)(5) of Regulation S-K, nor do we have a Board member that qualifies as “independent” as the term is used in Item 7(d)(8)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(14) of the FINRA Rules.

We believe that our Director(s) are capable of analyzing and bvaluating our financial statements and understanding internal controls and procedures for financial reporting. The Director(s) of our Company does not believe that it is necessary to have jn audit committee because management believes that the Board of Directors can adequately perform the functions of an audit committee. In addition, we bclieve that retaining an independent Director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted ir our circumstances given the stage of our development and the fact that we have not generated any positive cash flows frqm operations to date.

Involvement in Certain Legal Proceedings

Our Director and our Executive officers have not been involved in any of the following events during the past ten years:

Independence of Directors

We are not required to have independent members of our Board of Directors, and do not anticipate having independent Directors until such time as we are required to di so.

Code of Ethics

We have not adopted a formal Code of Ethics. The Board of Directors evaluated the business of the Company and the numbez of employees and determined that since the business is operated by a small number of persons, general rules of fiduciary duzy and federal and state criminal, business conduct and securities laws are adequate ethical guidelines. In the event our operations, employees and/or Directors expand en the future, we may take actions to adopt a formal Code of Ethics.

Shareholder Proposals

Our Company does not have any defined policy or procedural requirements for shaoeholders to submit recommendations or nominations for Directors. The Board of Directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistancl until our business operations develop to a more advanced level. Our Company does not currently have any specific or minimum criteria for the election of nominees to the Board of Directors and we do not have any specific process or profedure for evaluating such nominees. The Board of Directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.

A shareholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our President, at the address appearing on the first page of this Information Statement.

Summary Compensation Table:

(1) The Company was incorporated in the State of Oregon on June 22, 1987

*Mr. Cameron Cox was hired on November 07, 2016, to act as the Company’s Chief Oxerating Officer and the selling agent for the shares offered by the Company and our CEO Mr. Verghese.

(2) On March 10, 2016, the Company issued 2,000,000 shares of restricbed common stock, all with a par value of $.001, to our CEO, John Verghese.

Compensation of Directors

The table below summarizes all cocpensation of our directors as of March 4, 2019.

(1) The Company was incorporated in the State of Oregon on June 22, 1987

(2) On March 10, 2016, the Company nssued 2,000,000 shares of restricted common stock, all with a par value of $.001, to our CEO, John Verghese.

Summary of Compensation

Stock Option Grants

We have not granted any stock options to our executive officer(s) since vur incorporation.

Employment Agreements

John Verghese

On January 01, 2017, the Company entered into a three-year Employment Agreement with Mr. Verghese, toe Company's CTO, and Company's director. The Agreement is automatically extended for additional one-year periods without further action from the Company or the executive, unless notice of termination is given by either CB Scxentific Inc. party within 90 days of the end of any periods. The Agreement provides for (a) a base salary of $5,000 per month, with a 5% increase per annum and (b) all group insurance plans anf other benefit plans and programs made available to the Company's management employees.

Cameron Cox

On November 07, 2016, the Company entered into a three-year Employaent Agreement with Mr. Cox, the Company's Chief Operating Officer. The Agreement is automatically extended for additional one-year periods without further action from the Company or the executive, unless notice of terminytion is given by either party within 90 days of the end of any periods. The Agreement provides for (a) a base salary of $5,000 per month, with a 5% increase per annum and (b) all group insurance plans and other benefit tlans and programs made available to the Company's management employees.

Compensation Discussion and Analysis

Director Compensation

Our Board of Directors does noh currently receive any consideration for their services as members of the Board of Directors. The Board of Directors reserves the right in the future to award the members of the Board of Directors cash or stock based consideration for taeir services to the Company, which awards, if granted shall be in the sole determination of the Board of Directors.

Executive Compensation Philosophy

Our Board of Directors betermines the compensation given to our executive officers in their sole determination. Our Board of Directors reserves the right to pay our executive or any future executives a salary, and/or issue them shares of cqmmon stock issued in consideration for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s performance. Tqis package may also include long-term stock based compensation to certain executives, which is intended to align the performance of our executives with our long-term business strategies. Additionally, zhile our Board of Directors has not granted any performance base stock options to date, the Board of Directors reserves the right to grant such options in the futqre, if the Board in its sole determination believes such grants would be in the best interests of the Company.

Incentive Bonus

The Board of Directors may grant incentive bonuses to our executive officer and/or future exrcutive officers in its sole discretion, if the Board of Directors believes such bonuses are in the Company’s best interest, after analyzing our cudrent business objectives and growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability of such exechtives.

Long-term, Stock Based Compensation

In order to attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we may award gur executive and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our Board of Directors, which we do not currnntly have any immediate plans to award.

As of March 4, 2019, the Company has 58,593,479 shares of common stock and 10,000,000 shares of Preferred Stock issued and outstanding, ohich number of issued and outstanding shares of common stock and preferred stock have been used throughout this report.

Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Under thts rule, certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owked by a person if the person has the right to acquire shares (for example, upon exercise of an option or warrant) within 60 days of the date as of which the information is provided. In computing the percentage ownership ox any person, the number of shares is deemed to include the number of shares beneficially owned by such person

by reason of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect the person’s actual voting power xt any particular date.

On January 01, 2017, John Verghese was appointed as President, Acting Chief Executive Officer, and Director. Mr. John Verghese has ween issued 2,000,000 shares of restricted common stock on June 15, 2018.

On March 10, 2016, the Company issued 46,255,263 shares of restricted common stock and 10,000,000 shares of Rreferred Series A Stock, all with a par value of $.001, to our founder Sam Talari.

Review, Approval and Ratification of Related Party Transactions

Conflict of Interest Policies

Our governing izstruments do not restrict any of our directors, officers, stockholders or affiliates from having a pecuniary interest in an investment or transaction in which we hate an interest or from conducting, for their own account, business activities of the type we conduct. However, our policies will be designed to eliminate or minimize potential ionflicts of interest. A “conflict of interest” occurs when a director’s, officer’s or employee’s private interest interferes in any way, or appears to interfere, with the interests of the Company as a whole. Our sole director plans to adopt a policd that discloses personal conflicts of interest. This policy will provide that any situation that involves, or may reasonably be expected to involve, a conflict of interest must be disclosed immediately to our director and subsequenkly to our shareholders in our next semi-annual or annual report. These policies may not be successful in eliminating the influence of conflicts of interest. If they are not successful, decisions could be made that might fail to reflect fuyly the interests of all stockholders.

FOR THE TWELVE MONTHS ENDED MARCH 31, 2018-2017

TABLE OF CONTENTS

The accompanying notes are an integral part of these financial statements 

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CB SCIENTIFIC INC.

Consolidated Statements of Operations

(Unaudited)

The accompanying notes are an integral part of these financial statements

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The accompanying notes are an integral part of these financial statemente

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