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 July 17, 2025

Michael Sheikh
Chief Executive Officer
Exousia Pro, Inc.
7901 4th Street N #23494
St. Petersburg, FL 33702

 Re: Exousia Pro, Inc.
 Offering Statement on Form 1-A
 Filed June 18, 2025
 File No. 024-12629
Dear Michael Sheikh:

 We have reviewed your offering statement 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.

Offering Statement on Form 1-A
Risk Factors, page 3

1. We note that the Series B Convertible Preferred Stock will be
convertible into a
 number of shares that represents ~70% of the total shares outstanding
assuming all
 shares are sold in this offering. Please include risk factor disclosure
regarding the
 risks of such conversion, including dilution and impact to the stock
price.
Use of Proceeds, page 9

2. Please revise to clarify whether any of the proceeds will be used to
compensate
 officers and directors of the Company or to discharge indebtedness.
Refer to
 Instructions 2 and 6 to Item 6 of Form 1-A.
Business, page 14

3. We note your disclosure that you have a patented manufacturing process.
Please
 revise to provide a discussion of your patents and their current status.
Refer to Item
 7(a)(2) of form 1-A.
 July 17, 2025
Page 2

Management's Discussion and Analysis of Financial Condition and Results of
Operations,
page 17

4. Please expand your disclosure to provide information about your
liquidity (both short
 and long term), including a description and evaluation of the internal
and external
 sources of liquidity and a brief discussion of any material unused
sources of liquidity.
 Include a statement indicating whether, in the company s opinion, the
proceeds from
 the offering will satisfy your cash requirements or whether you
anticipate it will be
 necessary to raise additional funds in the next six months to implement
your plan of
 operations. Finally, describe, if formulated, your plan of operation for
the 12 months
 following the commencement of the proposed offering. Refer to Items 9(b)
and (c) in
 Part II of Form 1-A.
Part II and III
Financial Statements, page F-1

5. Your disclosure on page F-16 states that you were a former shell
company, a status
 that was changed when you acquired Exousia AI, Inc. on December 31,
2024. You
 also disclose that Exousia AI, Inc. has operations and was deemed the
predecessor
 entity. Please address the following:
 Revise to provide the historical financial statements of Exousia AI,
Inc., the
 predecessor, through December 31, 2024 (the acquisition date)
pursuant to Article
 8 of Regulation S-X, including interim periods. Refer to (b)(7)(iii)
of Part F/S of
 Form 1-A of Regulation A.
 Revise your related disclosures elsewhere in the filing to address
this change in
 the financial statements and explain what "predecessor" and
"successor"
 represent.
 Revise Management's Discussion and Analysis (MD&A) to discuss
Exousia AI
 Inc.'s historical operating results for each period presented prior
to the date of
 acquisition.
6. Please tell us in detail and revise your footnotes and MD&A to clarify
how you
 accounted for the acquisition of Exousia AI, Inc., including the
relative voting rights
 in the combined entity after the business combination.
7. In addition, the filing should include pro forma financial information
pursuant to Part
 F/S, Section (b)(7)(iv) to reflect the transaction with Exousia AI,
Inc., or provide us an
 analysis supporting why they are not required.
8. When addressing your equity class structure, we note that "upon
conversion, the then-
 holder(s) of the Series A Preferred Stock, as a group, will be issued a
number of
 shares of common stock equal to 9.108% of the issued and outstanding
shares of all of
 our common stock." Please expand your discussion to clarify the specific
 circumstances under which the holder of the Class A Preferred Stock may
convert
 such shares into common stock. In addition, please address the potential
implications
 of this conversion, including how it could result in a change in control
of the
 company.
 July 17, 2025
Page 3

 We will consider qualifying your offering statement at your request.
In connection
with your request, please confirm in writing that at least one state has
advised you that it is
prepared to qualify or register your offering. 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 Joseph Cascarano at 202-551-3376 or Robert Littlepage at
202-551-
3361 if you have questions regarding comments on the financial statements and
related
matters. Please contact Uwem Bassey at 202-551-3433 or Matthew Derby at
202-551-3334
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
cc: Eric Newlan
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