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CORRESP
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filename1.htm

Sacks
Parente Golf, Inc.

551
Calle San Pablo

Camarillo,
CA 93012

January
10, 2023

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Washington,
D.C. 20549

Attention:
Ernest Greene

    Re:

    Sacks
    Parente Golf, Inc.

    Amendment
    No. 2 to Registration Statement on Form S-1

    Filed
    December 9, 2022

    File
    No. 333-266610

Ladies
and Gentlemen:

By
letter dated December 19, 2022, the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
provided Sacks Parente Golf, Inc. (the “Company”) with comments on the Company’s Amendment No. 2 to Registration Statement
on Form S-1, described above (the “Offering Statement”).

This
letter contains the Company’s responses to the Staff’s comments. The numbered responses and the headings set forth below
correspond to the numbered comments and headings in the Staff’s letter to the Offering Statement.

Concurrently
herewith, the Company is filing Amendment No. 3 to the Registration Statement.

Amendment
No. 2 to Registration Statement on Form S-1

Cover
Page

1. Please
                                            add the number of shares of common stock you will offer on the cover page of the public offering
                                            prospectus and fill in the corresponding blank on the cover page of the resale prospectus.

COMPANY’S
RESPONSE

We
have made such additions to the cover page of the public offering prospectus and cover page of the resale prospectus.

2. Disclose
                                            whether your offering is contingent upon on final approval of your NASDAQ listing on your
                                            cover page. Please ensure the disclosure is consistent with your underwriting agreement.

COMPANY’S
RESPONSE

Our
offering is contingent upon final approval of our NASDAQ listing, and we have added such disclosure to the cover page. Such disclosure
is consistent with our underwriting agreement.

3. To
                                            the extent you intend to proceed with your offering if your NASDAQ listing is denied, revise
                                            your cover page to indicate that the offering is not contingent on NASDAQ approval of your
                                            listing application and that if the shares are not approved for listing, you may experience
                                            difficulty selling your shares. Include risk factor disclosures to address the impact on
                                            liquidity and the value of shares.

COMPANY’S
RESPONSE

We
do not intend to proceed with our offering if our NASDAQ listing is denied.

Prospectus
Summary

Forward
Stock Split, page 8

4. You
                                            disclosed that on the effective date of this Prospectus, your Board of Directors and stockholders
                                            have approved resolutions authorizing a forward stock split of the outstanding shares of
                                            your common stock on the basis of 1.3333 shares for every one share of common stock. If the
                                            forward stock split will occur at or immediately before the effectiveness of your registration
                                            statement, we remind you that in accordance with SAB Topic 4C, you must revise your financial
                                            statements and all related disclosures throughout your filing to retro-actively reflect the
                                            forward stock split. If the forward stock split will occur after the effectiveness of your
                                            registration statement, please provide appropriate pro forma disclosures throughout your
                                            filing. Please advise or revise your disclosures accordingly.

COMPANY’S
RESPONSE

The
forward stock split will occur after the effectiveness of our registration statement, upon consummation of our offering. We have revised
to provide the appropriate pro forma disclosures.

Risk
Factors, page 11

5. We
                                            note recent instances of extreme stock price run-ups followed by rapid price declines and
                                            stock price volatility seemingly unrelated to company performance following a number of recent
                                            initial public offerings, particularly among companies with relatively smaller public floats.
                                            Revise to include a separate risk factor addressing the potential for rapid and substantial
                                            price volatility and any known factors particular to your offering that may add to this risk
                                            and discuss the risks to investors when investing in stock where the price is changing rapidly.
                                            Clearly state that such volatility, including any stock-run up, may be unrelated to your
                                            actual or expected operating performance and financial condition or prospects, making it
                                            difficult for prospective investors to assess the rapidly changing value of your stock.

COMPANY’S
RESPONSE

We
have revised to include such separate risk factor.

If
you have any questions regarding this response, please direct them to our counsel David Ficksman at 310-789-1290 or dficksman@troygould.com.

    Sincerely,

    Sacks
    Parente Golf, Inc.

    /s/ Akinobu Yorihiro

    By:
    Akinobu
    Yorihiro

    Chief Technology Officer

cc: David L. Ficksman