SEC Comment Letter for PRECISION OPTICS CORPORATION, (POCI) — Jun 9, 2009
PRECISION OPTICS CORPORATION, INC.
Date: June 9, 2009 · CIK: 0000867840 · Accession: 0000000000-09-030598
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File numbers found in text: 333-156258
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 3030
June 9, 2009
Richard Forkey Precision Optics Corporation, Inc. 22 East Broadway Gardner, Massachusetts 01440
Re: Precision Optics Corporation, Inc.
Letter regarding Registration Statement on Form S-1 dated June 5, 2009 File No. 333-156258
Dear Mr. Forkey:
We have reviewed the letter from your securities counsel Amy M. Trombly dated
June 5, 2009 regarding the above filing and have the following comment. Please be as
detailed as necessary in your explanation. Af ter reviewing this information, we may raise
additional comments. Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comment or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Fee Table
1. Please expand your prospectus to disclose your response to prior comment 2 that
the waiver was oral and to clarify the durat ion of the waiver. See also Regulation
S-K Compliance and Disclosure Interp retation question and answer 146.04
available on the Commission’s web site at
http://www.sec.gov/divisions/corpf in/guidance/regs-kinterp.htm .
As appropriate, please amend your regist ration statement in response to this
comment. You may wish to provide us with ma rked copies of the amendment to expedite
our review. Please furnish a c over letter with your amendment that keys your response to
our comment and provides any requested info rmation. Detailed cover letters greatly
facilitate our review. Please understand th at we may have additional comments after
reviewing your amendment a nd response to our comment.
Richard Forkey
Precision Optics Corporation, Inc. June 9, 2009 Page 2
Please contact Mary Beth Breslin at ( 202) 551-3625 or me at (202) 551-3617 with
any questions.
S i n c e r e l y , Russell Mancuso B r a n c h C h i e f
cc (via fax): Amy M. Trombly, Esq.