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United States securities and exchange commission logo





                             July 27, 2022

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

                                                        Re: Laser Photonics
Corporation
                                                            Amendment No. 9 to
Registration Statement on Form S-1
                                                            Filed July 18, 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 July
5, 2022 letter.

       Amendment No. 9 to Registration Statement on Form S-1 filed July 18,
2022

       Liquidity and Capital Resources, page 43

   1.                                                   Please clarify the
reference in the penultimate paragraph on page 43 to "Since we expect
                                                        gross profits of
approximately $1.0 million for the year ending December 31, 2022" in
                                                        view of your disclosure
on page 40 and elsewhere of your gross profits of $913,496 for
                                                        the three months ended
March 31, 2022. If you expect gross profits of approximately
                                                        $1 million for the year
ended December 31, 2022, please discuss this trend and its impact
                                                        on your operations and
liquidity.
 Wayne Tupuola
FirstName  LastNameWayne
Laser Photonics Corporation Tupuola
Comapany
July       NameLaser Photonics Corporation
     27, 2022
July 27,
Page  2 2022 Page 2
FirstName LastName
December 31, 2021 Audited Financial Statements
Statements of Cash Flows, page F-6

2.       We note your response to prior comment 12 and have the following
comments:

                As you have restated your previously issued statements of cash
flows over multiple
              amendments to reflect the correction of material errors, revise
the face of your
              financial statements to mark the applicable items "as restated,"
provide the
              disclosures required by ASC 250-10-50-7 through -10, and ensure
that the
              restatement is appropriately discussed in your audit report.
Refer to the definition of
                 restatement    in ASC 250-10-20. Ensure that your disclosures
address all error
              corrections made across all amendments. For instance, we note
that your response
              and disclosures do not appear to address the adjustments made to
fiscal 2021 net cash
              provided by operating activities and net cash used in financing
activities, which
              changed between amendment numbers 7 and 8 from $998,353 and
($572,640),
              respectively, to $1,311,254 and ($885,541), respectively.

                Considering your disclosures on page F-17 do not appear to
accurately describe the
              changes made to your statements of cash flows, revise to clearly
identify the revisions
              as error corrections and provide an accurate description of the
specific
              errors identified. Also remove any references to the
immateriality of the error
              corrections.
Exhibits

3.       We acknowledge the revised Exhibit 5.1 opinion filed in response to
prior comment 7.
         Please tell us why the term "Registration Statement" in the first
paragraph of the revised
         opinion now does not include amendments to the Registration Statement.
4.       We note the assumptions now on the second page of the revised Exhibit
5.1 opinion. The
         opinion that you file to satisfy your obligations pursuant to Item
601(b)(5) of Regulation
         S-K should not assume conclusions of law which are a necessary
requirement of the
         ultimate legality opinion. Also, counsel should not assume any of the
material facts
         underlying the opinion or any readily ascertainable facts. For
example, it is unclear why
         the issue assumed in item (e)(iv) is appropriate. Please advise or
file a revised
         opinion. For guidance, refer to Section II.B.3.a. of Staff Legal
Bulletin No. 19.
5.       We note the statement now on the third page of the revised Exhibit 5.1
opinion that "The
         opinions above are subject to" items (i) and (ii). Please tell us why
the opinions rendered
         in paragraphs 2, 4 and 6 on the second page are subject to items (i)
and (ii).
        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.
 Wayne Tupuola
Laser Photonics Corporation
July 27, 2022
Page 3




                                           Sincerely,
FirstName LastNameWayne Tupuola
                                           Division of Corporation Finance
Comapany NameLaser Photonics Corporation
                                           Office of Manufacturing
July 27, 2022 Page 3
cc:       Ernest M. Stern, Esq.
FirstName LastName
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