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 March 12, 2025

A. Stone Douglass
Chief Executive Officer
Hypha Labs, Inc.
5940 S. Rainbow Boulevard
Las Vegas, Nevada 89118

 Re: Hypha Labs, Inc.
 Offering Statement on Form 1-A
 Filed February 24, 2025
 File No. 024-12579
Dear A. Stone Douglass:

 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 filed February 24, 2025
Cover Page

1. Please revise your cover page to assign a value to the non-cash
consideration for the
 bonus shares. Please also disclose the maximum offering amount for all
of the shares
 you are seeking to qualify including the aggregate value of the bonus
shares and the
 value of the shares purchased in the offering. Refer to Rule 251(a) of
Regulation A,
 note to paragraph (a) of Rule 251, and General Instruction I to Form 1-A
for guidance.
2. Please revise your table on the cover page to include all of the
securities offered by
 the company, including the bonus shares and the shares of common stock
issuable
 upon conversion of the Series D Preferred Stock and upon exercise of the
warrants.
3. Please revise your cover page to disclose that the Series D Preferred
Stock generally
 will have no voting rights. In your revised disclosure, please also
disclose the voting
 control of your officers and directors after the offering and the impact
of this voting
 control on the ability of investors to influence matters subject to a
stockholder vote.
 March 12, 2025
Page 2

Plan of Distribution, page 32

4. We note your disclosure on page 33 relating to the equity volume perks,
equity loyalty
 perks, and non-equity perks for certain investors, which include the
bonus shares and
 your Hypha Micropearl bioreactors for investors who invest $1,500 or
more in this
 offering. Please expand your disclosure to provide more detail relating
to each perk
 referenced in this section, including but not limited to (i) an estimate
of the value of
 each non-monetary investor perk, (ii) how you determined such value, and
(iii)
 whether each perk changes the value of the offered securities. Please
also revise the
 Use of Proceeds and Management s Discussion and Analysis to address
their possible
 effect, if material, on your use of proceeds and available liquidity.
Equity Loyalty Perks, page 33

5. We refer to your disclosure on page 33 that certain investors are
eligible to receive
 additional bonus shares of Series D preferred stock equal to 10% of the
shares they
 purchase if they are a customer of Magical Brands, Inc. Please revise to
clarify the
 company's relationship with Magical Brands, Inc. and clearly explain how
an investor
 is considered a customer of Magical Brands, Inc.
 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. We also remind you that, following qualification of
your Form 1-A,
Rule 257 of Regulation A requires you to file periodic and current reports,
including a Form
1-K which will be due within 120 calendar days after the end of the fiscal year
covered by the
report.

 Please contact Nicholas O'Leary at 202-551-4451 or Jane Park at
202-551-7439 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Industrial Applications and
 Services
cc: Sarah Hewitt, Esq.
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