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SEC Comment Letter for PRECISION OPTICS CORPORATION, (POCI) — Jan 28, 2016

PRECISION OPTICS CORPORATION, INC.
Date: Jan. 28, 2016 · CIK: 0000867840 · Accession: 0000000000-16-062890

AI Filing Summary & Sentiment

File numbers found in text: 333-209032

Date
January 19, 2016
Author
/s/ Tim Buchmiller for
Form
UPLOAD
Company
PRECISION OPTICS CORPORATION, INC.

Letter

Mail Stop 3030 January 2 8, 2016 Joseph N. Forkey , Ph.D. Chief Executive Officer Precision Optics Corporation, Inc. 22 East Broadway Gardner, MA 01440

Re: Precision Optics Corporation, Inc. Registration Statement on Form S-1 Filed January 19, 2016 File No. 333-209032

Dear Dr. Forkey :

This is to advise you that we have not reviewed and will not review your registration statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of t he disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration statement , please provide a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation

Joseph N. Forkey, Ph.D. Precision Optics Corporation, Inc. January 28, 2016 Page 2

of the fact that those requesting acceleration are aware of their respective responsibilities und er the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the registered securities .

Please contact Tim Buchmiller at (202) 551 -3635 with any questions.

Sincerely,
/s/ Tim Buchmiller for

Show Raw Text
Mail Stop 3030

January 2 8, 2016

Joseph N. Forkey , Ph.D.
Chief Executive Officer
Precision Optics Corporation, Inc.
22 East Broadway
Gardner, MA 01440

Re: Precision Optics Corporation, Inc.
  Registration Statement on Form S-1
Filed  January 19, 2016
  File No. 333-209032

Dear Dr. Forkey :

This is to advise you that we have not  reviewed and will not review your registration
statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of t he disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461  regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation

Joseph N. Forkey, Ph.D.
Precision Optics Corporation, Inc.
January 28, 2016
Page 2

 of the fact that those requesting acceleration are aware of their respective responsibilities und er
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact Tim Buchmiller  at (202) 551 -3635 with any questions.

Sincerely,

 /s/ Tim Buchmiller for

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: Amy Trombly , Esq.