SecProbe.io

August 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.
Amendment No. 1 to Offering Statement on Form 1-A
Filed August 1, 2024
File No. 024-12428
Dear James Brooks:
            We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our May 3, 2024, letter.
Amendment No. 1 to Form 1-A Filed August 1, 2024
Cover Page
1.We note your revisions in response to prior comment 3 and we reissue in part. Please
revise the disclaimer in the Offering Circular Summary to remove the inappropriate
disclaimer "[t]he following summary is qualified in its entirety by the more detailed
information appearing elsewhere in this Offering Circular and/or incorporated by
reference in this Offering Circular. "
Offering Circular Summary
Business Overview, page 1
We note your revisions to prior comment 4 and we reissue the comment. The disclosure
here in the summary section should provide a balanced presentation of your business,
including a brief overview of the key aspects of the offering. Please revise your summary 2.

August 23, 2024
Page 2
as follows:
•Please revise to clarify the current business activities of each Standard Dental Labs
Inc. and Smile Dental, and to be consistent throughout the document. For example,
clarify whether the production of products is done by Standard Dental Labs, Inc. or
Smile Dental. Here, we note on page 1 that "[w]e provide dental lab services to more
than 50 dental practices and produce approximately 500 dental prosthetics each
month." We note your disclosure on page 20 "the Company has engaged the labor and
manufacturing services of Smile Dental as a contract manufacturer." 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. We note your disclosure on page 23 that the "business model
acquired from SDL includes metrics and data in order to allow the company to
quickly identify and purchase privately owned dental lab operations."
•We note the removal of the disclosure on page 1 of your attempted acquisition of a
surgical materials supplier in Mexico. Please restore this disclosure and clarify if any
material agreements were in place, any payments made such as termination fees, and
the reason the acquisition did not go through.
•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. We note your disclosure on page 30 "[g]iven his background
and experience building operations from the ground up, Mr. Brooks has a clear vision
of how to identify and acquire target companies for Standard Dental Labs, and how to
execute the company’s business plan."
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.
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
3.We note your response to prior comment 6 that the purchase agreement with World
Amber has been terminated. It does not appear that you have revised the offering
statement to reflect the termination of this agreement as indicated in your response to the
comment.  We note your disclosure on page 56 that you are currently negotiating an
amendment to the purchase agreement. Please revise the offering statement as requested
in prior comment 6 or advise.

August 23, 2024
Page 3
Plan of Distribution, page 13
4.We note your revisions in response to prior comment 9 and we reissue the comment. We
note that you "The Company, by the determination of the Board of Directors, in its sole
discretion, may issue the Securities under this Offering for cash, services, in satisfaction
of outstanding debt obligations, and/or other consideration without notice to
subscriber;  provided, however , that any Offered Shares issued in this manner shall be
issued at the Offering Price. In the event any Securities are issued for non-cash
consideration, the Company will not recognize net cash proceeds to allocate towards the
uses set forth in the Use of Proceeds." Please revise to disclose all forms of noncash
consideration you intend to offer and how you will determine 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 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 16
5.We note your response to comment 10 that you planned to remove Mr. Kim as a selling
shareholder. As Mr. Kim remains cited in the selling shareholder table on page 16, we
reissue the comment.
Business
Corporate History, page 19
6.We note your revisions, which include removing the lock-up restriction release provision
that dealt with meeting quarterly revenue targets, in response to prior comment 11 and we
reissue in part. 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.
Our Current Business, page 20
7.We note your revisions in response to prior comment 13. We reissue in Part. We note you
plan to use a significant amount of your use of proceeds for acquisition of lab businesses.
Please revise to describe here both your strategy of discovering and acquiring dental labs
and your operating business.
8.We note your revision on page 20, in response to prior comment 14, that you have no
"definitive agreements in place with these [more than 50] dental clinics" you have as
clients. We also note your disclosure on page 19 that "the Purchased Assets consisted of
all client contracts for existing PDL clients." Please revise page 19 to clarify that these
contracts have expired, there were no contracts, or otherwise clarify what, if any, benefit
was actually purchase, as opposed to what language may have been included in the
purchase contract.  Further clarify on page 19, in addition to equipment leases and office
leases, what contracts you assumed with the PDL acquisition, or revise the disclosure on
page 19 to eliminate the reference to assumed contracts.

August 23, 2024
Page 4
9.We note you filed the subcontract agreement with Smile Dental and Mr. Kim in response
to prior comment 20.  Revise the section addressing your current business to summarize
the material terms of the Smile Dental contract.  Provide us your analysis why Mr. Kim
and this contract should be cited under the heading "Significant Consultant" in the section
addressing Directors, Executive Officer, Promotors and Control Persons.  Please revise
that section or advise.
Significant Acquisitions, page 24
10.We reissue comment 19. It is unclear where in the registration statement you updated the
disclosure in response to this comment. Please revise the Business section to clarify, what,
if any, intellectual property you own that is material to your business, including any you
may have purchased in the PDL acquisition. To the extent you do not possess any material
intellection property, or did not purchase any material intellection property in the PDL
acquisition, please revise to clarify. Please refer to 101(h)(4)(vii) of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
25
11.We note your response to prior comment 22 that the World Amber agreement has been
terminated and deemed void. Disclosure on page 56 continues to state that "[t]he
Company and World Amber are currently negotiating an amendment to the Purchase
Agreement;" therefore, we reissue the comment. Please revise or advise.
James Brooks, Sole Officer and a Director, Controlling Stockholder, page 35
12.We note the revised disclosure on page 35 in response to prior comment 24 and reissue
the comment.  Please provide us your analysis 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).
13.We note your response to prior comment 25 and reissue the comment. We note the
revised disclosure on page 19. Revise the background of the company to disclose the
nature and the amount of debt owed to Mr. Brooks by Costas, Inc. and for what goods or
services to further explain how Mr. Brooks came to control the company and be owed this
significant debt. Please revise this section to further explain the nature of the debt. Refer
to Item 7(a) of Form 1-A Please revise the related party transaction section to provide this
additional information regarding the nature of the debt as well, as requested in our prior
comment 25. e note your disclosure on page 19 in regard to the nature of the convertible
promissory note the company issued to Mr. Brooks in 2021.
Financial Statements , page 37
In your letter dated August 21, 2023, you stated you were in the process of revising
your financial statement presentation such that Prime Dental Lab LLC is the
predecessor. In response to prior comment 26, you state you disagree with the prior
determination that Prime Dental is a predecessor entity as defined in Rule 405 because
you did not acquire or assume the operations of Prime Dental, rather you acquired certain
assets that were integrated into your own corporate structure. The definition of
predecessor in Rule 405 involves “the major portion of the business and assets” acquired
and is very broad. Please provide us with a detailed analysis of how you now determined 14.

August 23, 2024
Page 5
Prime Dental is not a predecessor entity. We note your disclosure on page F-7 that you
acquired “all equipment, customer relationships, and associated revenue” of Prime Dental,
and in your response to comment 10 in your letter dated July 12, 2023, you stated
that you considered the guidance of Rule 405 of Regulation C and that you acquired
substantially all the operating assets of Prime Dental. We also note you immediately
commenced revenue generating operations effective September 1, 2022, upon acquisition
of Prime Dental. Please describe the nature of your operations before you succeeded to
the business of Prime Dental and how you considered it in your analysis.
Note 6. Subcontractor Agreement, page 51
15.We note your response to comment 28. We note that you entered into a subcontractor
agreement with Smile Dental on August 31, 2022 whereunder Smile Dental agreed to
provide ongoing labor, quality control and delivery services during a period of up to two
years as a subcontractor in order to facilitate ongoing lab operations and to seamlessly
service your acquired customer base.  In this regard, please address the following:
•During the year ended December 31, 2022, you paid Smile Dental $341,807 which
exceeds the amount of cost of sales recorded of $101,054. Please disclose how the
amounts paid to Smile Dental were reflected on your statements of operations,
including the specific line items and corresponding amounts, for each period
presented. Please also explain your basis for excluding amounts from cost of sales;
•The subcontractor agreement was entered into on August 31, 2022 and has an initial
term of up to two years. This would indicate that the agreement may terminate
on August 31, 2024. We remind you that Instruction 1 to Item 9A of the Form 1-A
states that your discussion and analysis shall focus specifically on material events and
uncertainties known to management that would cause reported financial information
not to be necessarily indicative of future operating results or of future financial
condition. This would include descriptions and amounts of matters that have had an
impact on reported operations that are not expected to have an impact upon future
operations.  In this regard, please expand your disclosures in MD&A related to this
agreement to discuss whether this agreement has been renewed and the impact of not
being able to do so if it has not been renewed; and
•We note that you have determined that you are the principal and therefore record
revenue on a gross basis.  Please provide us with your analysis of the principal versus
agent considerations you made in arriving at this determination pursuant to ASC 606-
10-55-36 through 55-40.
General
We note your response to prior comment 29 that the Subject Convertible notes have been
removed from the Primary Offering. We note your disclosure in the Offering Summary in
regard to the Subject Convertible Notes that states "[u]pon qualification of this offering by
the SEC, the Company may issue Company Offered Shares in satisfaction of outstanding
debt obligations including $830,900 of convertible notes (the “Subject Convertible
Notes”) at the Offering Price." We reissue the comment. Please advise how the Subject
Convertible Notes are convertible into Company Offered Shares. Securities Act Rule
251(d)(3)(i)(F) is only available for issuances of securities after an offering statement has 16.

August 23, 2024
Page 6
been qualified. Given that the Subject Convertible Notes are presently exercisable and
your offering statement is not yet qualified, it appears that Regulation A is not available
for conversion of such securities. Please refer to Securities Act Sections Compliance and
Disclosure Interpretations 139.01 and 134.03.
17.We note your response that you removed the Selling Stockholder and Subject Convertible
Notes from the Offering Circular in response to prior comment 30. We note your
disclosure "[t]he Selling Stockholder intends to sell a total of 37,500,000 shares of our
common stock (the Selling Stockholder Offered Shares) in this offering." We also note
your disclosure "the Company may issue Company Offered Shares in satisfaction of
outstanding debt obligations including $830,900 of convertible notes (the “Subject
Convertible Notes”) at the Offering Price." We reissue the comment. To the extent you
intended to separately qualify the securities underlying Subject Convertible Notes for
resale using Securities Act Rule 251(d)(3)(i)(A), please provide your analysis regarding
whether those stockholders and the current Selling Stockholder are underwriters, and
please also confirm you understand the limitations on selling securityholder sales
applicable to your offering. Please refer to Securities Act Rules Compliance and
Disclosure Interpretations 612.09 and Rule 251(a)(3). If