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February 1, 2024
Wayne Coll
Chief Financial Officer
Precision Optics Corporation
22 East Broadway
Gardner, MA 01440
Re:Precision Optics Corporation
Form 10-K for the Fiscal Year Ended June 30, 2023
Form 10-Q for the Quarterly Period Ended September 30, 2023
File No. 001-10647
Dear Wayne Coll:
            We have limited our review of your filings to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended June 30, 2023
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies and Estimates, page 9
1.You disclose on page 9 that your critical accounting policies are included in the Notes to
your Financial Statements but it is not clear how your disclosure is responsive to Item
303(b)(3) of Regulation S-K. Please provide separate disclosure that fully addresses Item
303(b)(3) in future filings. Your disclosure should explain why each critical accounting
estimate is subject to uncertainty and, to the extent the information is material and
reasonably available, how much each estimate and/or assumption has changed over a
relevant period, and the sensitivity of the reported amounts to the methods, assumptions
and estimates underlying its calculation, as set forth in Item 303(b)(3). Please ensure that
the disclosure of your critical accounting estimates is not a repetition of your significant
accounting policies.

 FirstName LastNameWayne Coll
 Comapany NamePrecision Optics Corporation
 February 1, 2024 Page 2
 FirstName LastNameWayne Coll
Precision Optics Corporation
February 1, 2024
Page 2
Item 9A. Controls and Procedures , page 12
2.We note that your internal control over financial reporting and disclosure controls and
procedures were deemed not effective due to a material weakness in your internal controls
over financial reporting. Please tell us and revise future filings to clearly disclose the
nature of any material weakness, its impact on your financial reporting and ICFR, and
management’s current plans, if any, or actions already undertaken, for remediating
the material weakness. We also note that your internal control over financial reporting was
deemed effective at September 30, 2023 yet you state that there were no changes in it
during the quarter. Please revise future filings to disclose remediation actions taken to
resolve the material weakness. Please refer to Item 308(a)(3) of Regulation S-K and the
2007 interpretive guidance issued by the SEC in Release No. 34–55929.
Financial Statements
Note 1. Summary of Significant Accounting Policies
(c) Revenues, page F-7
3.Please revise your revenue recognition policy in future filings to describe (i) how you
recognize revenue for each product and service type presented on page F-8, (ii) the
performance obligations you have identified as part of your contracts with customers, (iii)
how you satisfy your performance obligations, (iv) the significant judgments made in
evaluating when a customer obtains control of promised goods or services, and (v)
whether you offer a warranty on your products or services. Refer to ASC 606-10-25-14
through 25-22 and 606-10-25-23 through 25-37. Please also address customer contracts
that contain unique, customer-specific terms and conditions, variable consideration, as
well as multiple performance obligations, as discussed on page F-1. Refer to ASC 606-10-
32-1 through 32-13 and 32-28 through 32-45. For Engineering Design Services, please
clarify why point in time is appropriate for revenue recognition, including your
consideration of the criteria in ASC 606-10-25-27 through 25-29. Lastly, please ensure
that you provide all of the required disclosures under ASC 606-10-50, as applicable,
including 50-12, 50-17, 50-18, 50-19, and 50-20. Please provide us any revised
accounting policy and disclosures that you propose to put in future filings.
Form 10-Q for the Quarterly Period Ended September 30, 2023
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 14
4.Quarterly Days' Sales in Accounts Receivable appears to have increased from 62 at
September 30, 2022 to 97 at September 30, 2023. Please explain to us and in future filings
the reason for the increase.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.

 FirstName LastNameWayne Coll
 Comapany NamePrecision Optics Corporation
 February 1, 2024 Page 3
 FirstName LastName
Wayne Coll
Precision Optics Corporation
February 1, 2024
Page 3
            Please contact Kristin Lochhead at 202-551-3664 or Michael Fay at 202-551-3812 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services