SecProbe.io

United States securities and exchange commission logo
April 29, 2024
David Mersky
Chief Executive Officer
Sibannac, Inc.
8657 N. Caballo Cir.
Paradise Valley, AZ 85258
Re:Sibannac, Inc.
Post-Qualification Amendment to Offering Statement on Form 1-A
Filed April 12, 2024
File No. 024-12159
Dear David Mersky:
            We have reviewed your amendment and have the following comments.
            Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response. After
reviewing any amendment to your offering statement and the information you provide in
response to this letter, we may have additional comments.
Post-Qualification Amendment to Offering Statement on Form 1-A, Filed April 12, 2024
Cover Page
1.We note your response to prior comment 1, and we reissue the comment in part. Please
revise your disclosure on the cover page and on page 24 to clarify in clause (ii) of the
relevant paragraph that the offering will terminate no later than the third anniversary of
the initial qualification date of the original offering statement, clearly identifying such
third anniversary date (i.e., March 15, 2026, based on an initial qualification date of
March 15, 2023 for the original offering statement).
Summary
Company Information, page 2
2.We note your disclosure on page 2 that you originally sold Vestra, LLC to Noho, Inc. in a
related party transaction. Please tell us whether your reacquisition of Vestra, LLC and the
NOHO Brand was also a related party transaction. If it was a related party
transaction, provide us with your analysis as to whether the transaction triggers the

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April 29, 2024
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disclosures required by Part II, Item 13 of Form 1-A, as well as your analysis as to
whether any of the NOHO Warrants impact the beneficial ownership disclosures required
by Part II, Item 12 of Form 1-A.
3.We note your response to prior comment 3. Please further revise your offering statement
to describe the material terms of your agreement to issue the NOHO Warrants. Your
revised disclosure should clarify, without limitation, the requirements for issuing the
warrants (e.g., the timeframe for issuing the warrants, who determines when the warrants
will be issued, and any conditions precedent to issuing the warrants), how the material
terms of the warrants will be determined, and any known restrictions, limitations, or other
parameters within which the warrants will be issued.
4.We note your response to prior comment 4. In your revised disclosure, you state that you
acquired 100% of the outstanding shares of Immersive Brand Concepts, Inc. in exchange
for a promissory note and shares of your “Class A Common voting stock.” Given that you
have only one class of common stock and that you also have a class of Series A Preferred
Stock, please clarify whether the equity consideration you paid was actually common
stock or preferred stock.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Plan of Operation for the Next Twelve Months, page 26
5.We note your response to prior comment 9. Specifically, we note your revised disclosure
that, if you raise $100,000 from this offering, you will be able to maintain minimal
operations and complete the Kavern bar in the next 12 months. This statement appears to
suggest that you require funds from this offering to complete the Kavern bar. Please
reconcile this statement with your statement in the next sentence indicating that you will
be able to complete the Kavern bar even if you do not raise any funds from this offering,
as well as with your statements on pages 3, 33, F-10, and F-26 that Curidol has already
raised the funds needed to complete the Kavern bar.
Business
Our Business Overview, page 34
6.We note your revised disclosure that your products include mushroom varieties and that
you can manufacture mushroom products. Please expand your discussion to disclose the
nature of your operations activities involving mushrooms and mushroom-derived products
as well as describing the material effects of government regulations on this aspect of your
business.
7.In the second paragraph, you state that you are a Nevada corporation located in Scottsdale,
Arizona. However, we note that your revised disclosure indicates you are located in
Paradise Valley, Arizona. Please advise or revise your offering statement as appropriate.
8.We note your revised disclosure clarifying that you are “committed to bringing [your]
customers the highest-grade products on the market, by purchasing from sources that test

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David Mersky
Sibannac, Inc.
April 29, 2024
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their products for dosage and purity, these products are all natural, third party lab tested by
the supplier, for [y]our oils and extracts.” Please further revise your disclosure to clarify
whether this statement applies to raw materials or finished product. If finished product,
please reconcile the statement with your disclosure in the succeeding paragraph that, “At
the heart of [your] operation is manufacturing….” In your revised disclosure, please
clarify which products you purchase from third parties, which products you manufacture,
and whether any of the products you manufacture are also “third party tested.”
9.We note your revised disclosure that you recently moved into DGS’ manufacturing
facility and that there is no formal agreement between you and DGS. Please briefly
describe the material terms of your arrangement with DGS. In addition, to the extent
material, please include risk factor disclosure regarding the nature of your arrangement
with DGS, including to address any material risks that may arise in the event either you or
DGS terminates your arrangement to share DGS’ manufacturing facility.
Kratom, page 35
10.We note your response to prior comment 11, including your added disclosure on page 36
that “Immersive does not produce any products at its facility and is in the beginning stages
of acquiring clients to provide white labeling and manufacturing services to.” We also
note the disclosure from your August 22, 2023 press release that Immersive has a
manufacturing plant in Oklahoma. Please reconcile these disclosures with your added
disclosure regarding the Oklahoma facility on page 45, which describes the facility as an
“office and warehouse space” without reference to a manufacturing facility.
Management, page 47
11.We note your response to prior comment 16, and we reissue the comment in part. Given
your disclosure that your Chief Executive Officer is your only full-time employee, please
describe the material terms of the arrangement pursuant to which you engage Eric Stoll as
your Chief Marking Officer. In your description, please disclose, as indicated in your
response, that Eric Stoll is not compensated for his time at the Company and, to the extent
material, the material rights and obligations of the parties and the term of the arrangement.
Principal Stockholders, page 54
12.We note your response to prior comment 17. Please further revise your principal
stockholder table to clarify that the last column represents the percentages of the
outstanding shares of the class identified on each respective row and revise any of the
percentages as may be necessary. In this regard, we note that the table could be read to
indicate that David Mersky beneficially owns 51% of the outstanding shares of Series A
Preferred Stock, rather than 100% of the outstanding shares of Series A Preferred Stock.

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David Mersky
Sibannac, Inc.
April 29, 2024
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            We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Tracie Mariner at 202-551-3744 or Angela Connell at 202-551-3426 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jessica Dickerson at 202-551-8013 or Chris Edwards at 202-551-6761 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Carl Ranno, Esq.