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CORRESP
 1
 filename1.htm

 May 15, 2025

 Via EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Indusrial Applications and Services

 100 F. Street, N.E.
Washington, D.C. 20549

 Attention: Nicholas O'Leary

 Re:
 Standard Dental Labs Inc.

 Amendment No. 1 to Offering Statement on Form
1-A Filed August 1, 2024

 File No. 024-12428

 Ladies and Gentlemen:

 This letter is in response to
the comments of the staff of the Securities and Exchange Commission (the "Commission") in the letter dated August 23, 2024,
regarding Amendment No. 1 to the Offering Statement of Form 1-A of Standard Dental Labs Inc. (the "Company"). Below are our
responses to each of the comments raised by the Commission. In relation to the Comany responses, the Company has filed an Amendment No.
2 to the Offering Statement on Form 1-A ("Amendment No. 2").

 Amendment No. 1 to Form 1-A
Filed August 1, 2024 Cover Page

 SEC Comment No. 1

 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. "

 Company Response

 1. The Company has removed the disclaimer from the Offering Circular Summary in Amendment
No. 2.

 Offering Circular Summary Business
Overview, page 1

 SEC Comment No. 2

 2. 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 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.

 1

 May 15, 2025

 Page 2

 • 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.

 Company Response

 2.
 The Company has revised the Business Overview in the Offering Circular Summary in Amendment No. 2
 to:

 •
 Clarify the current business activities of the Company. Smile Dental as a contractor of Standard Dental Labs provides the Company
with labor, production of dental products, quality control and delivery services. The Company provides marketing plans, growth strategies,
operational efficiency, sourcing supplies for our dental lab, and supervising the labor being performed by Smile Dental.

 •
 Add a description of current dental lab activities and products being produced.

 •
 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.

 •
 Restored disclosure regarding our attempted acquisition of a surgical materials supplier in Mexico.

 •
 Clarified the role of our sole officer in the search and development of operations compared to the day-to-day supervision of current
business operations.

 May 15, 2025

 Page 3

 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

 SEC Comment No. 3

 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.

 Company Response

 3. The Company has revised Amendment No. 2 to consistently disclose that the purchase
agreement with World Amber was terminated in October of 2023.

 Plan of Distribution, page
13

 SEC Comment No. 4

 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.

 Company Response

 4. The Company has revised its disclosure on the Cover Page, the Offering Circular
Summary and Use of Proceeds sections of Amendment No. 2 to remove acceptance of non-cash consideration. The Company will only be accepting
cash consideration.

 Selling Stockholder, page
16

 SEC Comment No.5

 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.

 May 15, 2025

 Page 4

 Company Response

 5. The
Company has deleted the Selling Stock section in Amendment No 2.

 Business

 Corporate History, page 19

 SEC Comment No. 6

 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.

 Company Response

 6. The Company has revised the disclosure on page 24 of Amendment No. 2 to provide
all the material terms of the asset purchase agreement, the lock-up agreement and all amendment thereto.

 Our Current Business, page
20

 SEC Comment No. 7

 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.

 Company Response

 7. The Company has revised its disclosure on page 26 of Amendment No. 2 to describe
its strategy of discovering and acquiring dental labs and its operating business.

 SEC Comment No. 8

 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.

 May 15, 2025

 Page 5

 Company Response

 8. The Company has revised the disclosure on page 25 of Amendment No. 2 to provide
the material details of the contracts acquired from PDL related to its client contracts, equipment leases, office leases and other contracts
and specified in the asset purchase agreement.

 SEC Comment
No. 9

 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.

 Company Response

 9. The Company has added on page 25 of Amendment No. 2 a description of the Smile
Dental subcontract agreement to summarize the material terms of the agreement. The Company has removed the references to Mr. Kim under
the heading "Significant Consultant".

 Significant Acquisitions,
page 24

 SEC Comment No. 10

 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.

 Company Response

 10. The Company has added on page 26 of Amendment No. 2 a subsection entitled "Intellectual
Property" under the section heading "Business" to address this comment by describing the Company's material intellectual
property including intellectual property acquired in the PDL acquisition.

 Management's Discussion and
Analysis of Financial Condition and Results of Operations, page 25

 SEC Comment No. 11

 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.

 May 15, 2025

 Page 6

 Company Response

 11. The Company has revised Amendment No. 2 to consistently disclose that the purchase
agreement with World Amber was terminated in October of 2023 .

 James Brooks, Sole Officer
and a Director, Controlling Stockholder, page 35

 SEC Comment No. 12

 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).

 Company Response

 12. The Company has revised its disclosure in the Executive Compensation Table on page
39 of Amendment No. 2 to disclose the monthly stipends earned/accured by Mr. Brooks in accordance with Item 402(n)(2)(ix)(A).

 SEC Comment
No. 13

 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.

 Company Response

 13. The Company has revised its disclosure on page 24 of Amendment No. 2 to provide
the requested disclosure regarding the background of the debt owned to Mr. Brooks.

 Financial Statements , page
37

 SEC Comment No. 14

 14. 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 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.

 May 15, 2025

 Page 7

 Company Response

 14. The Company has restated the financial statements to account for the acquisition
of assets from Prime Dental as a reverse recapitalization whereby Prime Dental