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United States securities and exchange commission logo





                                May 10, 2022

       Wayne Tupuola
       Chief Executive Officer
       Laser Photonics Corporation
       1101 N. Keller Road, Suite G
       Orlando, FL 32810

                                                        Re: Laser Photonics
Corporation
                                                            Amendment No. 7 to
Registration Statement on Form S-1
                                                            Filed April 29,
2022
                                                            File No. 333-261129

       Dear Mr. Tupuola:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply 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 registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our April
13, 2022 letter.

       Amendment No. 7 to Registration Statement on Form S-1 filed April 29,
2022

       Risk Factors, page 11

   1.                                                   Please ensure that you
have updated the disclosure in this section. For example, we note
                                                        the disclosure in the
last risk factor on page 29 and the disclosure in the first risk factor on
                                                        page 30 regarding your
internal control for financial reporting and disclosure controls and
                                                        procedures,
respectively. However, your disclosure in the first paragraph on page 30
                                                        appears to refer to
internal control and disclosure controls and procedures as of
                                                        September 30, 2021 in
view of the reference on page 30 to your "latest 10-Q filed on
                                                        November 19, 2021."
Regarding the certifications mentioned in the last paragraph on
                                                        page 29, tell us with
specificity where you filed the certifications as exhibits to your
                                                        Annual Report on Form
10-K for the fiscal year ended December 31, 2021. To the extent
 Wayne Tupuola
Laser Photonics Corporation
May 10, 2022
Page 2
         management concluded that internal control over financial reporting
and disclosure
         controls and procedures were not effective as of December 31, 2021,
then discuss your
         remediation plan including the expected timing of such activities and
any material costs
         you expect to incur.
Capitalization, page 35

2.       The retained earnings and total stockholders    equity amounts in the
"Actual" column are
         not consistent with the amounts in your audited financial statements.
Please revise your
         disclosures to address these inconsistencies.
Exhibit 23.1, page 94

3.       Please obtain and file a consent from your independent registered
accounting firm with the
         next amendment to your registration statement. Refer to Item
601(b)(23) of Regulation S-
         K.
Audited Financial Statements, page F-1

4.       Your disclosures on page iii indicate that, unless otherwise noted,
the share and per share
         information provided in the filing reflect a proposed 1-for-6 reverse
stock split of your
         outstanding common stock that will "occur immediately following the
effective time that
         the registration statement...is declared effective." It appears,
however, that the only
         amounts adjusted for the reverse split are those within the last line
item of page F-5.
         Please tell us how you assessed SAB Topic 4:C and ASC 260-10-55-12 in
determining
         whether or not to give retroactive effect to the reverse split within
your financial
         statements and related disclosures. In doing so, confirm if the
reverse split will occur
         before, at, or after the time the registration statement is declared
effective.
Balance Sheet, page F-3

5.       Please revise your balance sheet to address the following items:
             Remove the dividends paid, net income, and dividends paid per
share line items from
             your balance sheet.
             The retained earnings balances do not appear to be correctly
stated. Revise the
             balances as necessary.
             Present the number of common shares authorized, issued, and
outstanding, as well as
             the par value of your common stock.
Statements of Profit and Loss,Tupuola
FirstName LastNameWayne        page F-4
Comapany
6.         NameLaser
       Please remove thePhotonics
                          EBITDACorporation
                                   line item from your statement of profit and
loss. Refer to
May 10,Item 10(e)(1)(ii)(C)
         2022  Page 2       of Regulation S-K.
FirstName LastName
 Wayne Tupuola
FirstName  LastNameWayne
Laser Photonics Corporation Tupuola
Comapany
May        NameLaser Photonics Corporation
     10, 2022
May 10,
Page 3 2022 Page 3
FirstName LastName
Statements of Liability and Stockholders' Equity, page F-5

7.       Please address the following comments related to your statements of
stockholders' equity:
             Ensure that all ending balances are internally consistent with the
amounts on your
             balance sheet.
             Although you have a fiscal year end of December 31, we note that
you present
             balances as of January 1, 2021. Revise your disclosures as
necessary to address this
             inconsistency.
             Revise to present the changes in your stockholders    equity
balances between
             September 30, 2020 and December 31, 2020.
             Revise the title of this statement to be consistent with the
statement of "stockholders
             equity (deficit)" referenced in the audit report.
Statements of Cash Flows, page F-6

8.       Please revise your statements of cash flows to break out all
components of your operating,
         investing, and financing cash flows into separate line items. Refer to
ASC 230-10-45 and
         the illustrative examples in ASC 230-10-55.
Notes to Financial Statements, page F-7

9.       Please address the following comments related to your financial
statement footnotes:
             Review all amounts disclosed in your footnotes to ensure they are
appropriately
             stated and internally consistent with your other disclosures. For
example, the cash
             and stockholders    equity balances as of December 31, 2021
disclosed on pages F-
             8 and F-17, respectively, do not agree to your balance sheet and
the accounts
             receivable allowance as of December 31, 2021 quantified on page
F-8 is equivalent to
             the December 31, 2020 accounts receivable balance disclosed on
your balance sheet.
             Ensure that you appropriately update disclosures related to fiscal
2020 for fiscal 2021
             developments, such as your disclosures related to COVID-19 on page
F-7.
             Revise to disclose all material transaction with ICT Investments,
LLC that occurred
             during fiscal 2020 and 2021.
             Revise your subsequent events footnote to disclose any material
transactions that
             occurred in fiscal 2022, if any. Also disclose the specific date
through which
             subsequent events have been evaluated and state whether such date
is the date the
             financial statements were issued or the date the financial
statements were available to
             be issued. See ASC 855-10-50-1.
             Update any legacy GAAP references for the appropriate FASB
codification
             reference. For example, you reference SFAS 86 on page F-9.
 Wayne Tupuola
FirstName  LastNameWayne
Laser Photonics Corporation Tupuola
Comapany
May        NameLaser Photonics Corporation
     10, 2022
May 10,
Page 4 2022 Page 4
FirstName LastName
        You may contact Eiko Yaoita Pyles, Staff Accountant, at 202-551-3587 or
Andrew
Blume, Staff Accountant, at 202-551-3254 if you have questions regarding
comments on the
financial statements and related matters. Please contact Thomas Jones, Staff
Attorney, at 202-
551-3602 or Sherry Haywood, Staff Attorney, at 202-551-3345 with any other
questions.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of
Manufacturing
cc:      Ernest M. Stern, Esq.
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