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October 2, 2023
Joseph Pandolfino
Chief Executive Officer and Chairman of the Board
Cabbacis Inc
3193 Buffalo Avenue, Unit 1
Niagara Falls, New York 14303
Re:Cabbacis Inc
Draft Offering Statement on Form 1-A
Submitted September 5, 2023
CIK No. 0001987010
Dear Joseph Pandolfino:
             We have reviewed your draft offering statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft offering statement or publicly filing your offering statement on EDGAR.
Please refer to Rule 252(d) regarding the public filing requirements for non-public submissions,
amendments and correspondence. 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 your amended draft offering statement or filed offering statement and
the information you provide in response to this letter, we may have additional comments.
Draft Offering Statement on Form 1-A
Risk Factors, page 7
1.We note your disclosure that you rely on a small number of independent farmers for
tobacco and hemp.  Please update your risk factor to state any disruptions you have
experienced due to such reliance.
Use of Proceeds, page 24
2.Please revise this section to state the approximate amount intended to be used for each
principal purpose stated in this section.  See Item 6 of Form 1-A.

 FirstName LastNameJoseph Pandolfino
 Comapany NameCabbacis Inc
 October 2, 2023 Page 2
 FirstName LastName
Joseph Pandolfino
Cabbacis Inc
October 2, 2023
Page 2
Capitalization, page 25
3.Please revise your disclosures as follows:

•Refer to the first column and re-label as Actual, rather than Pro Forma.

•Expand the Members' (Deficit) Equity and Shareholders' (Deficit) Equity sections for
the respective line items of Common shares, Common stock, and Series A Preferred
Stock, to disclose the components of par value, number of authorized and issued
shares, actual shares outstanding and pro forma as adjusted shares outstanding.

•For the Members' (Deficit) Equity section, revise to disclose that the Common shares
are instead Membership Units comprised of Founder Units and Class A Units, as
disclosed in the balance sheet on page F-19.

•Within the two columns of actual and pro forma as adjusted, where there is no
amount, please omit the use of the dollar ($) sign or provide a dash (-) indicting none.

•Provide a note to the table disclosing that the pro forma as adjusted column also gives
effect to the August 2023 Share Exchange between Cabbacis Inc. and Cabbacis LLC,
thus the presentation of the Members' (Deficit) Equity and Shareholders' (Deficit)
Equity sections in the table.  Also revise or explain to us why there are two separate
line items for additional paid-in capital under the Shareholders' (Deficit) Equity
section, rather than one line item.

Net Tangible Book Value Dilution, page 26
4.Please limit your calculation of net tangible book value and pro forma dilution per share to
two decimal points.  In addition, refer to note (1) to the second table where you disclose
that 600,000 shares of common stock are underlying the 600,000 shares of Series A
Preferred Stock.  Disclose this information in note (1) of the Offering (on page 6), and
also as a note in Capitalization (on page 25).  In this regard, we note your computation of
common stock to be outstanding is inclusive of the Series A preferred stock.  Also
disclose the conditions to which the Series A preferred stock is convertible into common
stock or why you have determined that the preferred shares have underlying common
shares.

 FirstName LastNameJoseph Pandolfino
 Comapany NameCabbacis Inc
 October 2, 2023 Page 3
 FirstName LastName
Joseph Pandolfino
Cabbacis Inc
October 2, 2023
Page 3
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 31
5.Please expand the second paragraph on page 31 to also describe your plan of operations
for the 12 months following the commencement of the proposed Offering.  Also,
disclose if in your opinion, the proceeds from the Offering will satisfy your cash
requirements or whether it is anticipated it will be necessary to raise additional funds in
the next six months to implement your plan of operations.  Refer to Part II, Item 9,
Instruction to Item 9(c) of the Form 1-A.

Executive Compensation, page 43
6.Please provide, in tabular format, the information required by Item 11 of Form 1-A.
Note 1. Organization and Nature of Business, page F-4
7.We note your financial statements include an audited balance sheet only.  Please provide
an explanation as to why you have not also presented statements of operations and cash
flows.  In this regard, disclose whether the omission of these other financial statements are
because the Company has not commenced operations and has no (or nominal) assets or
liabilities.

Note 5. Subsequent Events, page F-6
8.In the last paragraph, we note the Share Exchange will be accounted for as a
recapitalization.  Please expand to explain the nature of the accounting for a
recapitalization, and describe the common control interest between the two entities.
Disclose that no goodwill is to be recognized.

Audited Financial Statements of Cabbacis LLC
Report of Independent Registered Public Accounting Firm, page F-7
9.Please disclose the name and signature of the independent registered public accounting
firm.  In addition, please have the accounting firm also address their auditor's report to
your board of directors in addition to your shareholder members.  Refer to Rule 2-02(a) of
Regulation S-X and also to paragraph .07 of PCAOB AS No. 3101.

 FirstName LastNameJoseph Pandolfino
 Comapany NameCabbacis Inc
 October 2, 2023 Page 4
 FirstName LastName
Joseph Pandolfino
Cabbacis Inc
October 2, 2023
Page 4
Note 6. Property and Equipment, page F-26
10.We note you acquired all of your property and equipment during the six months ended
June 30, 2023.  We note your disclosure on page F-24 that you will begin depreciation
when production of cigarettes for sale to customers commences.  To the extent any of the
property and equipment acquired to date is held and in use and does not represent
manufacturing equipment to be placed into service, please disclose the expected
depreciation method and useful lives for such equipment and fixtures, and clarify that
depreciation commenced upon the property placed into service.  Refer to ASC 360-10-50-
1.

Exhibits
11.Please file all material agreements referenced, including but not limited to, the greenhouse
service agreement.
            Please contact Beverly Singleton at 202-551-3328 or Hugh West at 202-551-3872 if you
have questions regarding comments on the financial statements and related matters. Please
contact Erin Donahue at 202-551-6063 or Jay Ingram at 202-551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing