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May 23, 2024
James Brooks
Chief Executive Officer
Standard Dental Labs Inc.
424 E Central Blvd
Suite 308
Orlando, Florida 32801
Re:Standard Dental Labs Inc.
Offering Statement on Form 1-A
Filed April 25, 2024
File No. 024-12428
Dear James Brooks:
            We have reviewed your offering statement and have the following comments.
            Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies 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 offering statement and the information you provide in
response to this letter, we may have additional comments.
Offering Statement on Form 1-A Filed April 25, 2024
Cover Page
1.Please revise the total proceeds to company column in your table to ensure the calculation
for the low end of the range in amount of common stock offered by the company is
correct. This should align with disclosure elsewhere in your offering circular, such as in
the Use of Proceeds on page 12.
2.Please revise to clarify that this offering will begin within two days of the date of
qualification.
3.Please revise the disclaimers as follows or provide us your analysis regarding why no
revision is necessary:

•Revise to clarify that no sale may be made if the aggregate purchase price is more
than $75 million.
•Revise to clarify whether this document is accurate as of the date of qualification and

 FirstName LastNameJames Brooks
 Comapany NameStandard Dental Labs Inc.
 May 23, 2024 Page 2
 FirstName LastName
James Brooks
Standard Dental Labs Inc.
May 23, 2024
Page 2
to what extent you have a legal obligation to revise this document after the date of
qualification.  Clarify whether you intend to take legal responsibility for oral
statements made by persons at the company after the date of this offering statement,
or revise to eliminate this unclear disclosure.
•Revise the penultimate paragraph to clarify that you are responsible for all
information in this document.
•Revise the last paragraph to eliminate the inappropriate disclaimer that "all such
summaries are qualified in their entirety by references to the actual documents."
Offering Circular Summary
Our Company, page 1
4.The disclosure in the summary should provide a balanced presentation of your business,
including a brief overview of the key aspects of the offering. Please revise your summary
as follows:

•Please revise to clarify the current business activities of each Standard Dental Labs
Inc. and Prime Dental Lab LLC, and to be consistent throughout the document. For
example, if true, clarify whether you subcontract all of the Standard Dental Labs
work to Prime Dental Lab LLC, as you disclosed in previous filings. Here, we note
on page 24 that "Standard Dental Labs produces several kinds of dental prosthetics"
and on page 25 that "Prime Dental Lab produces roughly 500 dental prosthetics each
month." We also note your disclosure on page 28 that Standard Dental Labs is in the
business of acquiring privately owned dental lab operations. Please clarify whether
you engage in the same business activities under each tradename.
•Please revise your discussion of your current business activities to include a brief
description of your current dental lab operations, including the products and services
you offer.
•Please revise the disclosure of your activities searching for lab operations to acquire
to provide additional detail regarding how you identify the regional markets and
smaller lab operations you target businesses and to discuss the current status of your
expansion activities.
•Clarify what role your sole officer and employee has in the search and development
operations as compared to day-to-day supervision of current business
operations. Revise the risk factors to address the risks associated with having one
executive officer in multiple roles.

Finally, when revising your summary, balance the disclosure by including disclosure
regarding your limited operating history in your current business segment and your history
of net losses.

 FirstName LastNameJames Brooks
 Comapany NameStandard Dental Labs Inc.
 May 23, 2024 Page 3
 FirstName LastName
James Brooks
Standard Dental Labs Inc.
May 23, 2024
Page 3
Risks Related to Our Company
Acquiring additional dental labs is a key aspect of our business and growth strategy, page 4
5.Please revise the subheading of this risk factor to ensure it adequately captures the
risk associated with your acquisition strategy set forth underneath it. Refer to Item 105(a)
of Regulation S-K.
Risks Related to a Purchase of the Offered Shares
We may seek additional capital that may result in stockholder dilution or that may have rights
senior to those of our common stock, page 8
6.We note your disclosure on page 60 that you have entered into a purchase agreement with
World Amber Corp. pursuant to which you have the right to direct World Amber Corp. to
purchase up to $2,500,000 shares of your common stock. Please revise this risk factor to
also address the potential dilutionary impact to investors from this equity line with World
Amber.  Also revise to highlight this agreement in the Summary and Summary Risk
Factors with a cross-reference to more detailed disclosure.
Use of Proceeds, page 12
7.In your top table of estimated proceeds, your net proceeds amounts do not appear to be
calculated appropriately.  Specifically the gross proceeds less offering expenses do not
appear to equal the net proceeds amounts disclosed.  Please revise as necessary.

8.The second table should show the different purposes for which the net proceeds from the
offering will be used as well as the corresponding amount for each purpose pursuant to
Item 504 of Regulation S-K.  In this regard, it is not clear why you are adding the cash
value of the amount of principal and interest attributable to the conversion of the
Convertible Notes as it does not appear that the net proceeds from the offering will be
used to repay this debt.  Please revise your disclosures as necessary.  Please also ensure
that the amounts are calculated appropriately.  For example, we would expect the 25%
column to reflect the application of total gross proceeds of $2 million less $32,500 of
offering expenses, which results in net proceeds of $1,967,500.

Plan of Distribution, page 16
9.We note that you “may issue Offered Shares in this offering for non-cash consideration,
including, without limitation, promissory notes, services and/or other consideration
without notice to subscribers in this offering.” Please revise to disclose the all forms of
non-cash consideration you intend to offer and their value. Refer to the Note to Rule
251(a)(1) of Regulation A. Please also substantially revise your offering document,
including the Cover Page, Summary and Use of Proceeds sections, which all assume the
offering will be made for cash only, to discuss the non-cash consideration in more detail

 FirstName LastNameJames Brooks
 Comapany NameStandard Dental Labs Inc.
 May 23, 2024 Page 4
 FirstName LastName
James Brooks
Standard Dental Labs Inc.
May 23, 2024
Page 4
and to address how issuing some or all shares for non-cash consideration would impact
your offering. Please also revise your risk factors to address the potential consequences to
the company if a substantial amount of shares is sold for non-cash consideration.
Selling Stockholder, page 19
10.Please revise your disclosure here to indicate the nature of Mr. Kim's relationship with the
company. Refer to Item 507 of Regulation S-K.
Overview of Business over the Last Five Years, page 23
11.We note that you entered into an asset purchase agreement with Prime Dental on August
15, 2022 pursuant to which you paid $700,000 in cash and stock consideration. We note
that a final payment of cash consideration will be due following the receipt of proceeds
from the financing associated with this offering. We also note that the share consideration
is subject to a lock-up agreement pursuant to which 12.5% of the total Consideration
Shares will be released each quarter provided certain minimum quarterly targets are
achieved. Please revise to ensure all material terms of the asset purchase agreement, lock-
up agreement and amendments thereto are disclosed, including any termination provisions
and the minimum quarterly revenue targets that must be achieved. Please also file the
agreements and any amendments thereto as exhibits to this offering circular. Refer to Item
17.6 of Form 1-A.
12.We note your disclosure that the final payment of $70,000 due to Prime Dental Lab, LLC
“is contingent upon the company being successful in achieving a registered financing such
as this application.” Please clarify whether this exempt offering on Form 1-A pursuant to
Regulation A constitutes a “registered financing” such that it would trigger final payment
to Prime Dental Lab, LLC. Please revise your disclosure accordingly.
Our Current Business, page 25
13.Please revise this section to describe both your business of discovering and acquiring
dental labs and your operating business, including your agreements with Mr. Kim as a
subcontractor, as provided in your previous filing, or advise why that information is no
longer applicable.
14.We note your disclosure that you have “more than 50 dental clinics as clients.” Please
discuss what types of commercial arrangements you have in place with these clients and
whether your business is dependent on one or a few of these customers. Refer to Item
601(h)(4)(vi) of Regulation S-K.
15.We note your disclosure that “Prime Dental Lab products roughly 500 dental prosthetics
each month.” Please revise in an appropriate place in the business section to address the
distribution methods of your products. Refer to Item 601(h)(4)(ii) of Regulation S-K.

 FirstName LastNameJames Brooks
 Comapany NameStandard Dental Labs Inc.
 May 23, 2024 Page 5
 FirstName LastName
James Brooks
Standard Dental Labs Inc.
May 23, 2024
Page 5
Products and Services, page 26
16.We note that your dental labs “supply dentists and dental clinics with dental prosthetics
such as crowns, bridges, and implants.” Please revise your disclosure to address the
sources and availability of raw materials for your produces and the names of your
principal suppliers. Refer to item 601(h)(4)(v).
17.We note your disclosure that “3D printing and modelling technology has become more
mainstream” and that “going forward [you] plan to purchase the latest and most advanced
equipment available in the sector.” Please revise your risk factors to address any material
risks to your business strategy related to your ability to successfully purchase and
integrate into your operations more advanced equipment and technology such as 3D
printing and modelling technology.
Employees, page 29
18.Please revise to clarify if the company contracts with the employees working in the dental
labs, or if they have contracts with another entity controlled by Mr. Kim, or some other
facts apply.  In addition, please revise to clarify for what aspects of your business
operations you use sub-contractors and consultants, and whether you have contracts with
those individuals.
Significant Acquisitions, page 29
19.We note that as part of your August 2022 acquisition of Prime Dental Labs, you
purchased certain "rights, trademarks, intellectual property and intangible assets of the
seller." Please expand your disclosure in the Business section to include a discussion of
these items acquired as well as any patents, trademarks, licenses, franchises, concessions,
royalty agreements or labor contracts you may have, including duration. Please refer to
101(h)(4)(vii) of Regulation S-K.
20.We note you have entered into a subcontractor agreement with Mr. John Kim on August
31, 2022, which was amended April 30, 2023, and that your business currently depends on
Mr. Kim's ongoing labor, quality control, and delivery services and management
oversight. Please file this agreement as an exhibit to your offering circular. Refer to Item
17.6 of Form 1-A.
Management's Discussion and Analysis, page 30
21.Please revise your discussion of your results of operations to provide a comparative
discussion of material changes between periods and provide the specific reasons and
factors contributing to these material changes.  Your discussion of revenues should also
include a narrative discussion of the extent to which such changes are attributable to
changes in prices or to changes in the volume or amount of products or services being sold
or to the introduction of new products or services.  See Item 303 of Regulation S-K.

 FirstName LastNameJames Brooks
 Comapany NameStandard Dental Labs Inc.
 May 23, 2024 Page 6
 FirstName LastNameJames Brooks
Standard Dental Labs Inc.
May 23, 2024
Page 6
22.Please revise this section to disclose your equity line arrangement with World Amber
Corp., including all material terms such as termination provisions and events of default.
Please also file the purchase agreement and related registration rights agreement as
exhibits to the offering circular, or, in the alternative, tell us why they are not required to
be filed. Refer to Item 17.6 of Form 1-A.
Directors, Executive Officers, Promoters and Control Persons, page 36
23.We note that Ms. Ambrosio has served as a Director since April 20, 2023. Please expand
your disclosure here to briefly discuss the specific experience, qualifications, attributes or
skills that led to the conclusion that the Ms. Ambrosio should serve as a director, in light
of the registrant's business and structure. Refer to Item 401(e)(1) of Regulation S-K.
Certain Relationships and Related Transactions
James Brooks, Sole Officer and a Director, Controlling Shareholder, page 41
24.We note that the Company reimburses Mr. Brooks for rent, utilities and insurance for a
space that is used both as residential and office space. It appears these payments should be
included in the Summary Compensation Table on page 38 with respect to Mr. Brooks.
Please revise or provide us your analysis regarding why these payments are not
compensation. Refer to Item 402(n)(2)(ix)(A) of Regulation S-K and the Instructions to
Item 402(n)(2)(ix).
25.Please revise to clarify the nature of the $1,171,272 convertible promissory note the
company issued to Mr. Brooks in 2021. Refer to Item 404(a)(6) of Regulation S-K.
Provide this note and all agreements referenced in this section as exhibits to the offering
circular. Refer to Item 17.6 of Form 1-A.
Financial Statements, page 43
26.In prior correspondence, we note the determination that Prime Dental Lab, LLC is the
predecessor entity as defined in Rule 405 of Regulation C.  Please clearly identify Prime
Dental Lab LLC as the predecessor entity throughout your filing.  We would also expect
the financial statements and corresponding financial information throughout the filing to
include the following:

•For the periods prior to the acquisition date of August 15, 2022, the historical
financial statements should be of the predecessor entity only. Specifically, we would
expect to only see the audited financial statements of Prime Dental Lab, LLC through
the stub-period period ended August 14, 2022; and
•For the periods subsequent to the acquisition, the historical financial statements
should reflect the successor entity, which would be the consolidated post-merger
entity.  Specifically we would expect to see the historical combined consolidated
financial statements for Standard Dental Labs Inc. (Formerly Costas, Inc.) and Prime
Dental Lab, LLC for the stub-period from August 15, 2022 through December 31,

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2022 and the combined consolidated fina