SecProbe.io

Mail Stop 4561
August 11, 2009

Paul J. Travers President and Chief Executive Officer Vuzix Corporation 75 Town Centre Drive Rochester, NY  14623
Re:  Vuzix Corporation
Amendment No. 1 to Registrati on Statement on Form S-1
Filed July 13, 2009
  File No. 333-160417

Dear Mr. Travers:

We have reviewed your filing and have th e following comments.  Where indicated, we
think you should revise your document in response to these comments.  If you disagree, we will
consider your explanation as to why our commen t is inapplicable or a revision is unnecessary.
Please be as detailed as necessary  in your explanation.  In some of our comments, we may ask you
to provide us with information so we may bette r understand your disclosure.  After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our review process is to  assist you in your compliance
with the applicable disclosure requirements and to enhance the ove rall disclosure in your filing.
We look forward to working with you in these re spects.  We welcome any questions you may have
about our comments or any other aspect of our re view.  Feel free to call us at the telephone
numbers listed at the end of this letter.
General

1. In your response letter, please tell us whether you will sele ct an offering price prior to the
effective date.  If you plan to identify an offering price range in the f iling that is declared
effective and thereafter specify the offering pric e in a prospectus filed in accordance with
Rule 424(b), please revise the cover page so th at it shows pricing information in a price-
range format.  Confirm that in either case you will file a pre-effective amendment that discloses that price and includes all price-dependent information.  We will process your amendments without price ranges.  Since the pr ice range you select will affect disclosure in
several sections of the filling, we will need  sufficient time to process your amendments
once a price or price range is  included and the material information now appearing blank
throughout the document has been provided.  Please understand that the effect of the price

Paul J. Travers
Vuzix Corporation
August 11, 2009 Page 2
range on disclosure throughout the document ma y cause us to raise issues on arrears not
previously commented on.
 2. Your disclosure throughout the prospectus assumes that you will receive the full amount of
the offering.  Revise your disclosure in th e prospectus summary a nd throughout the body of
the prospectus to show the impact of receiving proceeds at varying levels, e.g., 10%, 25%, 50%, 75% and 100% of the shares being sold.  This comment is applicable to sections of the filing such as Use of Proceeds section, Ca pitalization, Dilution sec tion, and the liquidity
discussion in Management’s Discussion, for example.
 Cover Page

 3. In the second sentence of the first paragra ph, state that the offering is conducted on a best
efforts, no minimum basis.  Please make sim ilar revisions to your prospectus summary and
other areas of your prosp ectus, as appropriate.
 4. In the context of a best-efforts, no minimum offering, the presentation of the proceeds table
does not appear to be necessary or appropria te.  Instead simply state the maximum gross
and net proceeds that you may receive and accompany that information with a statement that you may not receive any proceeds from th e offering.  Also, state concisely the period
during which the offering will be conducted.   Also, briefly indicate that the number of
shares offered may be increased in ci rcumstances you describe concisely.
 5. The information you provide in footnotes (3) a nd (4) to the proceeds table is more detailed
than necessary to inform potential investors of the general terms of the compensation the
selling agents may receive.  Your cover page disclosure should be limited to information that is required by Item 501 of Regulation S-K or that you believe is key information that
must be provided to the pot ential investors to introduce them to the company and its
offering.  The information you provide on the cover page in this regard is also provided at
page 3.  Consistent with Rule 421(d), the forepart of your filing should not reiterate
information and should be concise.  Details regarding compensation should be presented in the Underwriting section, which you can reference on the cover page.
 6. We note that the offering pr ice is presented in Canadian dollars.  Clarify whether the
payments by investors in the US must be in Canadian dollars or will be accepted by Canaccord Adams, Inc. if provided in US dolla rs.  If payments in US dollars will be
accepted, concisely state how the exchange rate used will be computed.
 7. You refer to the “closing date” and to the “closing of  the offering” throughout the filing.  In
the prospectus, concisely explain when the closing will occur and clarify the length of the period between an investor’s payment of funds  and delivery of those funds to the company
(and the related issuance of  shares to investors).  In your response letter, explain in detail
when subscription proceeds will be received by the selling agents and explain how and
where those proceeds will be held before  they are delivered to the issuer.

Paul J. Travers
Vuzix Corporation
August 11, 2009 Page 3   8. In your response letter, please tell us whether you believe you will satisfy all applicable
listing standards of the TSX-V irrespective of the number of securities you sell in the best
efforts, no-minimum offering.  If you must sell a portion of the offered securities in order to
satisfy one or more of the listing criteria, please modify your refe rence to the listing
application as appropriate.
 Inside Cover Page

 9. We note that you have included several pages of  graphics.  In your re sponse letter, please
explain how the artwork will be presented.  In  particular, tell us whether you will use a
gatefold presentation for the inside cover that will set out two of the pages of artwork as the inside cover.
 General Matters, page ii

 10. Between the cover page and the prospectus summary you may only present information that
may be provided on the inside front cover under Item 502 of Regulation S-K.  While you
may retain the prospectus delivery legend on the inside cover page, please move the
remaining General Matters discussion and the section that follows on Use of Market and
Industry Data after the risk factor disclosure so that it does not interrupt the flow of the
information required by Rule 421(b).
 Prospectus Summary, page 1

 11. Please balance your summary by briefly discussi ng the most material challenges and risks
facing your company.  For example, consider hi ghlighting your history of operating losses,
your reliance on a limited number of customers for a significant am ount of your revenues,
and that your management will continue to  own a significant percentage of your
outstanding common stock following completion of this offering.  Please provide this
information, which would be useful to inve stors being introduced to your company, under
the subheading “Company Overview.”
 12. In describing the “over-allotment option” on page 3, you state that the warrants in this
option will only be issued for the purpose of distribution of units to purchasers.  Please
clarify the purpose for which shares covere d by the option might be utilized and how it
differs from that regardin g the related warrants.

Risk Factors, page 8

13. Item 503(c) of Regulation S- K requires that you "set fort h each risk factor under a
subcaption that adequately describes the risk."  Many of your current ri sk factor subcaptions
do not adequately describe the risk to inve stors.  As examples, we note the following
subcaptions:

Paul J. Travers
Vuzix Corporation
August 11, 2009 Page 4
• “We have a limited operating history in the Video Eyewear products industry”;
• “Our US government defense contracts and subcontracts are subject to procurement
laws and regulations”; and
• “Our Video Eyewear products require ongoing research and development.”

Please review each risk factor and revise as ne cessary to succinctly state in your subheading
the risks that result from the facts or uncer tainties facing the company or this offering.
Generally speaking, you will best accomplish this by phrasing the risk factor subcaption in
the form of a statement of cause and effect, "If X, then Y" or "Because of X, Y is probable."
 14. Please provide your assessment of whether the uncertainty re garding the existence of an
effective registration statement relating to the exercise of the warrants included in the units poses a material adverse risk to  investors that should be di scussed in this section.  In
addition, please consider whether there are mate rial uncertainties regarding your ability to
conform to applicable requirement s of state securities registra tion laws with respect to the
exercise of such warrants.
 “We have a limited operating history…,” page 7

 15. You disclose in this risk f actor that you began selling your  monocular eyewear products six
years ago and shipped your fi rst binocular Video Eyewear model over four years ago.
Given this history of operations, please expl ain why you believe you have an insufficient
amount of past experience upon which investors ma y evaluate your business and prospects.

“Our business depends on our development of new products and technologies,” page 10
 16. We note your statement in this risk factor th at rapid technological change in your industry
imposes pricing pressure on your products.  Pl ease quantify the impact such pressure has
had on your prices and operating results over the last two years.   Also, please address in
your Management’s Discussion the extent to whic h material increases in  your sales over the
past two years are attributable to increases in the prices of your  products.  See Item
303(a)(3)(iii).

“If we fail to implement and maintain an effective system of internal controls,” page 21

17. We note the following statement in this risk  factor:  “Under the SE C rules currently in
effect, both the management assessment of our internal control over financial reporting and
the attestation of management’s assessme nt by our independent registered public
accountants will first apply to our annual re port for the 2009 fiscal year.”  However,
Instruction 1 to Item 308 of Regul ation S-K states that a regist rant does not have to comply
with the requirements in Item 308 to provi de management’s report on the registrant's
internal control over financial reporting or an attestation report from the registrant’s
accountants until it either had been required to file an annual report pursuant to section

Paul J. Travers
Vuzix Corporation
August 11, 2009 Page 5
13(a) or 15(d) of the Exchange Act for the prio r fiscal year or had filed an annual report
with the Commission for the prior fiscal year.  Accordingly, it does not appear that you will be required to provide either management’s report or your accountant’s attestation report for your 2009 fiscal year.  Please revise the disc losure in this risk factor accordingly.
 Use of Proceeds, page 25

 18. Expand your disclosure to discuss how your plans for use of proceeds from this offering
will change if less than the maximum proceeds are obtained.  See Instruction 1 to Item 504
of Regulation S-K.  Also, we note your disclo sure that you plan to use $916,065 of the net
proceeds from this offering to repay the outst anding principal and interest on your lines of
credit and notes payable.  Please set forth the interest rate and maturity of such
indebtedness.  See Instruction 4 to Item 504.  Ensure that your stat ements regarding any
intent to repay debt are accompanied by disclo sure that informs stoc kholders that there can
be no assurance that you will receive sufficient offering proceeds to pay any of the debts that you hope to repay with offering proceeds.
 Critical Accounting Policies and Significant Developments and Estimates

 Stock-based Compensation, page 36

19. Please provide us with the following informa tion in chronological order for stock option
grants and other equity related transactions for the one year period preceding the most
recent balance sheet date:

• the nature and type of stock option or  other equity related transaction;
• the date of grant/issuance;
• description/name of option or equity holder;
• the reason for the grant or equity related issuance;
• the number of options or equity instruments granted or issued;
• the exercise price or conversion price;
• the fair value of underlying shares of common stock;
• adjustments made in determining the fair value of the underlying shares of common
stock, such as illiquidity disc ounts, minority discounts, etc.;
• the total amount of deferred compensation or value assigned to any beneficial
conversion feature reconciled to your financial statement disclosures;
• the amount and timing of expense recognition; and
• indicate for each option grant or equity related transacti on what valuation methodology
used (market approach, etc.), whether it was contemporaneous or retrospective and
whether it was performed by an unrelated specialist.

Paul J. Travers
Vuzix Corporation
August 11, 2009 Page 6
Continue to provide us with updates to the requested information for all equity related
transactions subsequent to this request through the effec tive date of the registration
statement.
 20. Please describe the objective evidence that s upports your determination of the fair value of
the underlying shares of common stock at each grant or issue date.  This objective evidence could be based on valuation reports or on curren t cash sales transactions of the same or a
similar company security to a willing unrelated  party.  Revise your di sclosures to clearly
indicate how you determined this fair value an d the impact of this assumption on your stock
options.
 Results of Operations, page 37

 21. Ensure that your MD&A discusses the cha nges in the mix of products being sold as
summarized in the table included in Note 23 – Product Revenue of your financial statements.  In addition, ensure  that your discussi on includes an analysis of whether these
increases are expected to continue.
 Liquidity and Capital Resources, page 40

 22. Revise the filing to disclose why your accounts receivables declined at the end of December
31, 2008.  This discussion should identify any incentives provided to solicit an early
collection, any revision in payment terms w ith your customers, or a completion of a
significant customer order.  Also, discuss th e impact of the reduc tion in your accounts
receivable on your cash flows and your liquidi ty as this event appears to have had a
significant impact. That is, the increase appears to have been significant that without its effects you would have needed external financing.
 23. You disclose within Note 11 – Long-term Debt that a $500,000 convertible note payable
was due on January 1, 2009 and is still outstandi ng.  Revise your capital  resource discussion
to include an analysis of the impact of the extending this maturity date on your liquidity
including the impact if no extension was granted.
 24. You state that you will have  sufficient cash to meet your liquidity needs “taking into
account the anticipated proceeds of  the sale of [y]our securities.”  Your disclosure should
discuss your liquidity without ta king into account thes e anticipated proceeds.  Further, if
will not have sufficient cash to satisfy your liquidity needs, explain how you determined
that there is no uncertainty in your going c oncern assumption in preparing your financial
statements.
 Manufacturing, page 55

 25. We note that you purchase almost all of th e microdisplays used in your products from
Kopin and eMagin.  In your response letter, pl ease explain in greater detail why you believe

Paul J. Travers
Vuzix Corpo