SecProbe.io

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Laser
Photonics Corporation

250
Technology Park

Lake
Mary, FL 32746

April
30, 2026

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

100
F Street, N.E.

Washington,
DC 20549

Attention:
Jenny O’Shanick, Esq.

    Re:
    Laser
    Photonics Corporation

    Registration
    Statement on Form S-1, File No. 333-295327

REQUEST
FOR ACCELERATION OF EFFECTIVENESS

Requested
Date: May 4, 2026

Requested
Time: 5:15 pm, Eastern Time

Ladies
and Gentlemen:

Laser
Photonics Corporation (the “Company”) hereby requests that the effective date of the Company’s Registration Statement
on Form S-1 (File No. 333-295327), be accelerated pursuant to Rule 461 under the Securities Act of 1933, as amended, so that it is declared
and becomes effective at 5:15 p.m. Eastern time on May 4, 2026, or as soon thereafter as possible.

Please
contact Ernest M. Stern of CM Law LLP at (301) 910-2030 with any questions you may have regarding this request. In addition, the Company
requests that you kindly notify Mr. Stern by telephone when this request for acceleration has been granted.

    Sincerely
    yours,

    LASER
    PHOTONICS CORPORATION

    /s/
    Wayne Tupuola

    Wayne
    Tupuola

    President
    and Chief Executive Officer

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Laser
Photonics Corporation

250
Technology Park

Lake
Mary, FL 32746

May
1, 2026

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

100
F Street, N.E.

Washington,
DC 20549

Attention:
Jenny O’Shanick, Esq.

    Re:
    Laser
    Photonics Corporation

    Registration
    Statement on Form S-1, File No. 333-295327

WITHDRAWAL
OF REQUEST FOR ACCELERATION OF EFFECTIVENESS

Ladies
and Gentlemen:

Laser
Photonics Corporation (the “Company”) hereby requests that the request for acceleration of the effective date of the Company’s
Registration Statement on Form S-1 (File No. 333-295327), dated April 30, 2026, be withdrawn since the proposed acceleration dates were
not correct. A revised request for acceleration is being filed contemporaneously with this request for withdrawal with the correct acceleration
date of May 4, 2026.

Please
contact Ernest M. Stern of CM Law LLP at (301) 910-2030 with any questions you may have regarding this request for withdrawal of the
April 30, 2026, request for acceleration.

    Sincerely
    yours,

    LASER
    PHOTONICS CORPORATION

    /s/
    Wayne Tupuola

    Wayne
    Tupuola

    President
    and Chief Executive Officer

April 30, 2026
Wayne Tupuola
Chief Executive Officer
Laser Photonics Corporation
250 Technology Park
Lake Mary, FL 32746
Re: Laser Photonics Corporation
Registration Statement on Form S-1
Filed April 24, 2026
File No. 333-295327
Dear Wayne Tupuola:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jenny O'Shanick at 202-551-8005 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Ernest M. Stern

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5aser
Photonics Corporation

250
Technology Park

Lake
Mary, FL 32746

February
5, 2026

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

100
F Street, N.E.

Washington,
DC 20549

Attention:
Erin Donahue, Esq.

    Re:
    Laser
    Photonics Corporation

    Registration
    Statement on Form S-1, File No. 333-292932

WITHDRAWAL
OF REQUEST FOR ACCELERATION OF EFFECTIVENESS

Ladies
and Gentlemen:

Laser
Photonics Corporation (the “Company”) hereby requests that its request for acceleration dated February 3, 2025, regarding
the effective date of the Company’s Registration Statement on Form S-1 (File No. 333-292932), being accelerated pursuant to Rule
461 under the Securities Act of 1933, as amended, so that it would be declared and becomes effective at 9:00 a.m. Eastern time on February
9, 2026, or as soon thereafter as possible, be withdrawn.

Please
contact Ernest M. Stern of CM Law LLP at (301) 910-2030 with any questions you may have regarding this request. In addition, the Company
requests that you kindly notify Mr. Stern by telephone when this request for acceleration has been granted.

    Sincerely
    yours,

    LASER
    PHOTONICS CORPORATION

    /s/
    Wayne Tupuola

    Wayne
    Tupuola

    President
    and Chief Executive Officer

CORRESP
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5aser
Photonics Corporation

250
Technology Park

Lake
Mary, FL 32746

February
5, 2026

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

100
F Street, N.E.

Washington,
DC 20549

Attention:
Erin Donahue, Esq.

    Re:
    Laser
    Photonics Corporation

    Registration
    Statement on Form S-1, File No. 333-292932

REQUEST
FOR ACCELERATION OF EFFECTIVENESS

Requested
Date: February 9, 2026

Requested
Time: 9:00 am, Eastern Time

Ladies
and Gentlemen:

Laser
Photonics Corporation (the “Company”) hereby requests that the effective date of the Company’s Registration Statement
on Form S-1 (File No. 333-292932), be accelerated pursuant to Rule 461 under the Securities Act of 1933, as amended, so that it is declared
and becomes effective at 9:00 a.m. Eastern time on February 9, 2026, or as soon thereafter as possible.

Please
contact Ernest M. Stern of CM Law LLP at (301) 910-2030 with any questions you may have regarding this request. In addition, the Company
requests that you kindly notify Mr. Stern by telephone when this request for acceleration has been granted.

    Sincerely
    yours,

    LASER
    PHOTONICS CORPORATION

    /s/
    Wayne Tupuola

    Wayne
    Tupuola

    President
    and Chief Executive Officer

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Laser
Photonics Corporation

250
Technology Park

Lake
Mary, FL 32746

February
3, 2026

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

100
F Street, N.E.

Washington,
DC 20549

Attention:
Erin Donahue, Esq.

    Re:
    Laser Photonics Corporation

    Registration Statement on Form S-1, File No. 333-292932

REQUEST
FOR ACCELERATION OF EFFECTIVENESS

Requested
Date: February 5, 2026

Requested
Time: 5:15 pm, Eastern Time

Ladies
and Gentlemen:

Laser
Photonics Corporation (the “Company”) hereby requests that the effective date of the Company’s Registration Statement
on Form S-1 (File No. 333-292932), be accelerated pursuant to Rule 461 under the Securities Act of 1933, as amended, so that it is declared
and becomes effective at 5:15 p.m. Eastern time on February 5, 2026, or as soon thereafter as possible.

Please
contact Ernest M. Stern of CM Law LLP at (301) 910-2030 with any questions you may have regarding this request. In addition, the Company
requests that you kindly notify Mr. Stern by telephone when this request for acceleration has been granted.

    Sincerely yours,

    LASER PHOTONICS CORPORATION

    /s/ Wayne
    Tupuola

    Wayne Tupuola

    President and Chief Executive Officer

CORRESP
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Laser
Photonics Corporation

1101
N. Keller Road, Suite G

Orlando,
FL 32810

December
29, 2025

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

100
F Street, N.E.

Washington,
DC 20549

Attention:
Erin Donahue, Esq.

    Re:
    Laser
    Photonics Corporation

    Registration
    Statement on Form S-1, File No. 333-290875

REQUEST
FOR ACCELERATION OF EFFECTIVENESS

Requested
Date: December 31, 2025

Requested
Time: 4 pm, Eastern Time

Ladies
and Gentlemen:

Laser
Photonics Corporation (the “Company”) hereby requests that the effective date of the Company’s Registration Statement
on Form S-1 (File No. 333-290875), be accelerated pursuant to Rule 461 under the Securities Act of 1933, as amended, so that it is declared
and becomes effective at 4 p.m. Eastern time on December 31, 2025, or as soon thereafter as possible.

Please
contact Ernest M. Stern of CM Law PLLC at (301) 910-2030 with any questions you may have regarding this request. In addition, the Company
requests that you kindly notify Mr. Stern by telephone when this request for acceleration has been granted.

    Sincerely
    yours,

    LASER
    PHOTONICS CORPORATION

    /s/
    Wayne Tupuola

    Wayne
    Tupuola

    President
    and Chief Executive Officer

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Laser
Photonics Corporation

1101
N. Keller Road, Suite G

Orlando,
FL 32810

October
3, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

100
F Street, N.E.

Washington,
DC 20549

Attention:
Bradley Ecker, Esq.

    Re:
    Laser
    Photonics Corporation

    Registration
    Statement on Form S-1, File No. 333-282114

REQUEST
FOR ACCELERATION OF EFFECTIVENESS

Requested
Date: October 4, 2022

Requested
Time: 2:30 pm, Eastern Time

Ladies
and Gentlemen:

Laser
Photonics Corporation (the “Company”) hereby requests that the effective date of the Company’s Registration Statement
on Form S-1 (File No. 333-282114), be accelerated pursuant to Rule 461 under the Securities Act of 1933, as amended, so that it
is declared and becomes effective at 2:30 p.m. Eastern time on October 4, 2024, or as soon thereafter as possible.

Please
contact Ernest M. Stern of CM Law PLLC at (301) 910-2030 with any questions you may have regarding this request. In addition, the Company
requests that you kindly notify Mr. Stern by telephone when this request for acceleration has been granted.

    Sincerely
    yours,

    LASER
    PHOTONICS CORPORATION

    /s/
    Wayne Tupuola

    Wayne
    Tupuola

    President
    and Chief Executive Officer

October 3, 2024
Carlos Sardinas
Chief Financial Officer
Laser Photonics Corp
1101 N. Keller Road, Suite G
Orlando , FL 32810
Re:Laser Photonics Corp
Form 10-K for the fiscal year ended December 31, 2023
File No. 001-41515
Dear Carlos Sardinas:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

October 2, 2024
Carlos Sardinas
Chief Financial Officer
Laser Photonics Corp
1101 N. Keller Road, Suite G
Orlando , FL 32810
Re:Laser Photonics Corp
Form 10-K for the fiscal year ended December 31, 2023
Response dated September 24, 2024
File No. 001-41515
Dear Carlos Sardinas:
            We have reviewed your September 24, 2024 response to our comment letter and have the
following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless we
note otherwise, any references to prior comments are to comments in our September 18,
2024 letter.
Amendment 2 to Form 10-Q for the quarterly period ended June 30, 2024
General
1.We note your response to prior comment 3. As required, please file the Item 4.02 Form 8-
K reporting the errors and restatements in your Form 10-Q for the period ended March 31,
2024 filed on May 15, 2024 and in your Form 10-Q/A for the period ended June 30, 2024
filed on September 24, 2024.
            Please contact Eiko Yaoita Pyles at 202-551-3587 or Melissa Gilmore at 202-551-3777 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,

October 2, 2024
Page 2
Division of Corporation Finance
Office of Manufacturing

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LASER
PHOTONICS CORPORATION

1101
N. Keller Road, Suite G-2

Orlando,
FL 32810

October
2, 2024

Via
Edgar Correspondence

Melissa
Gilmore, Esq.

Staff
Attorney

Division
of Corporation Finance

Office
of Manufacturing

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549

Re:
Laser Photonics Corp

Form
10-K for the fiscal year ended December 31, 2023

Response
dated September 24, 2024

File
No. 001-41515

Dear
Ms. Gilmore:

Laser
Photonics Corporation (the “Company”) is transmitting this letter in response to the comment received from the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated October 2, 2024, with respect
to its financial statements and related matters. The numbered paragraph below corresponds to the numbered comment in that letter. The
Staff’s comments are presented in bold italics.

Amendment
2 to Form 10-Q for the quarterly period ended June 30, 2024

General

1.
We note your response to prior comment 3. As required, please file the Item 4.02 Form 8-K reporting the errors and restatements
in your Form 10-Q for the period ended March 31, 2024 filed on May 15, 2024 and in your Form 10-Q/A for the period ended June 30, 2024
filed on September 24, 2024.

Response:
We have filed the Item 4.02 Form 8-K to address this comment.

If
you have any further comments or questions regarding our response, please contact our legal counsel, Ernest M. Stern, CM Law PLLC at
(301) 9102030 and by email at estern@cm.law. If you cannot reach him, please contact the undersigned at wtupuola@laserphotonics.com.

    Sincerely,

    /s/
    Wayne Tupuola

    Wayne
    Tupuola

    Cc:
    Ernest
    M. Stern, Esq.

September 24, 2024
Wayne Tupuola
Chief Executive Officer
Laser Photonics Corporation
1101 North Keller Road, Suite G-2
Orlando, Florida 32810
Re:Laser Photonics Corporation
Preliminary Information Statement on Schedule 14C
Filed on September 17, 2024
File No. 001-41515
Dear Wayne Tupuola:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Ernest Stern

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LASER
PHOTONICS CORPORATION

1101
N. Keller Road, Suite G-2

Orlando,
FL 32810

September
24, 2024

Via
Edgar Correspondence

Melissa
Gilmore, Esq.

Staff
Attorney

Division
of Corporation Finance

Office
of Manufacturing

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549

Re:
Laser Photonics Corp

Form
10-K for the fiscal year ended December 31, 2023

Response
dated September 12, 2024

File
No. 001-41515

Dear
Ms. Gilmore:

Laser
Photonics Corporation (the “Company”) is transmitting this letter in response to the comments received from the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated September 18, 2024, with
respect to its financial statements and related matters. This letter is being submitted together with the changes to the 10-Q for the
six months ended June 30, 2024 (“Amendment No. 2”). The numbered paragraph below corresponds to the numbered comment in that
letter. The Staff’s comments are presented in bold italics.

Amendment
1 to Form 10-Q for the quarterly period ended June 30, 2024

Financial
Information, page 3

1.
Please revise and ensure that each column of the restated financial statements are labeled as “restated” on the face
of each respective financial statement.

Response:
We have revised our disclosure in Amendment No. 2 to label as “restated” each column of the restated financial statements
on the face of each respective financial statement.

Note
3. Summary of Significant Accounting Policies & Use of Estimates, page 10

2.
We note your response to prior comments 7 and 9 and the revised disclosure on page 10 that you had a change in policy where G&A
expense is being treated as a form of compensation to the shareholder as opposed to a distribution to an affiliate company beginning
in 2024. It does not appear that these transactions qualify as voluntary changes in accounting policies or principles in 2023 compared
to 2024. Please tell us why you believe the salary, sales and marketing costs of Fonon Corporation paid by the Company should be recorded
in G&A expenses referencing authoritative literature that supports your conclusion.

Response:
We have reached agreement with our current independent registered public accounting firm that the salary, sales and marketing
costs of Fonon Corporation should be treated as a distribution to an affiliate and not recorded in G&A expenses as we state in the
Explanatory Note in Amendment No. 2 filed concurrently with this correspondence.

General

3.
We note your response to prior comment 5. Please refer to Question 101.01 and 215.01 of the Compliance and Disclosure Interpretations
regarding Exchange Act Form 8-K, which indicates that all Item 4.02 events must be reported on Form 8-K regardless of the filing of a
periodic report within four business days of a triggering event. As required, please file the Item 4.02 Form 8-K reporting the errors
and restatements in your 2023 and 2024 annual and interim reporting periods. Refer to General Instruction B.1 and Item 4.02 of Form 8-K.

Response:
We filed yesterday a Form 8-K reporting under Item 4.02 the errors and restatements in our 2023 and 2024 annual and interim reporting
periods.

If
you have any further comments or questions regarding our response, please contact our legal counsel, Ernest M. Stern, CM Law PLLC at
(301) 9102030 and by email at estern@cm.law. If you cannot reach him, please contact the undersigned at wtupuola@laserphotonics.com.

    Sincerely,

    /s/
    Wayne Tupuola

    Wayne
    Tupuola

    Cc:
    Ernest
    M. Stern, Esq.

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23SER
PHOTONICS CORPORATION

1101
N. Keller Road, Suite G-2

Orlando,
FL 32810

September
23, 2024

Via
Edgar Correspondence

Jenny
O’Shanick, Esq.

Attorney
Advisor

Division
of Corporation Finance

Office
of Manufacturing

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549

Re:
Laser Photonics Corporation

Preliminary
Information Statement on Schedule 14C

Filed
on September 17, 2024

File
No. 001-41515

Dear
Ms. O’Shanick:

Laser
Photonics Corporation (the “Company” or “Laser Photonics”) is transmitting this letter in response to
the comment received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
by letter dated September 23, 2024, with respect to the Company’s Preliminary Information Statement on Schedule 14C. This
letter is being submitted together with the changes to the Preliminary Information Statement on Schedule 14C. The numbered paragraph
below corresponds to the numbered comment in that letter. The Staff’s comment is presented in bold italics.

Preliminary
Information Statement on Schedule 14C

General

    1.
    We
    note your disclosure on page 3 that the approval of Proposal 1 requires the “affirmative consent of a majority of the shares
    of our Common Stock issued and outstanding” as of the Record Date. We also note your other disclosure on page 6 that the approval
    of Proposal 1 requires the “affirmative vote of the holders of a majority of the votes cast.” Please revise to resolve
    this discrepancy. Further, we understand from your disclosure on page 3 that ICT Investments, LLC is the only stockholder that has
    approved Proposal 1, which “beneficially owns 8,438,695 shares of Common Stock constituting 61% of the issued and outstanding
    shares of Common Stock.” However, we note your other disclosure in the table on page 6 that ICT beneficially owns 4,438,695
    shares of Common Stock, constituting 32% of your voting power. Given that the required vote to approve Proposal 1 is a majority of
    the votes cast or outstanding shares of Common Stock, please tell us how this proposal was approved and why the company is not required
    to file a proxy statement on Schedule 14A. Please also revise to clearly disclose ICT Investments, LLC’s total voting power.

    Response:
                                            We have revised the Preliminary Information Statement on Schedule 14C to make clear that
                                            (i) the requirement for approval of Proposal 1is a majority of the issued and outstanding
                                            stock entitled to vote as of the Record Date and (ii) ICT Investments, LLC,
                                            which itself owns 32% of the voting power of the issued and outstanding shares of
                                            Laser Photonics common stock, and through its ownership and control of Fonon Corporation
                                            that owns 21.8% and Fonon Technologies, Inc. that owns 7.3%, respectively, of the issued
                                            and outstanding shares of Laser Photonics common stock, has total voting power of 61.3% of
                                            the issued and outstanding shares of Laser Photonics common stock.

If
you have any further comments or questions regarding our response, please contact our legal counsel, Ernest M. Stern, CM Law PLLC at
(301) 9102030 and by email at estern@cm.law. If you cannot reach him, please contact the undersigned at wtupuola@laserphotonics.com.

    Sincerely,

    /s/
    Wayne Tupuola

    Wayne
    Tupuola

    Cc:
    Ernest
    M. Stern, Esq.

September 23, 2024
Wayne Tupuola
Chief Executive Officer
Laser Photonics Corporation
1101 North Keller Road, Suite G-2
Orlando, Florida 32810
Re:Laser Photonics Corporation
Preliminary Information Statement on Schedule 14C
Filed on September 17, 2024
File No. 001-41515
Dear Wayne Tupuola:
            We have reviewed your filing and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Preliminary Information Statement on Schedule 14C
General
1.We note your disclosure on page 3 that the approval of Proposal 1 requires the
“affirmative consent of a majority of the shares of our Common Stock issued and
outstanding” as of the Record Date. We also note your other disclosure on page 6 that the
approval of Proposal 1 requires the “affirmative vote of the holders of a majority of the
votes cast.” Please revise to resolve this discrepancy. Further, we understand from your
disclosure on page 3 that ICT Investments, LLC is the only stockholder that has approved
Proposal 1, which “beneficially owns 8,438,695 shares of Common Stock constituting
61% of the issued and outstanding shares of Common Stock.” However, we note your
other disclosure in the table on page 6 that ICT beneficially owns 4,438,695 shares of
Common Stock, constituting 32% of your voting power. Given that the required vote to
approve Proposal 1 is a majority of the votes cast or outstanding shares of Common
Stock, please tell us how this proposal was approved and why the company is not required
to file a proxy statement on Schedule 14A. Please also revise to clearly disclose ICT
Investments, LLC’s total voting power.

September 23, 2024
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Jenny O'Shanick at 202-551-8005 or Jay Ingram at 202-551-3397 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Ernest Stern

September 18, 2024
Carlos Sardinas
Chief Financial Officer
Laser Photonics Corp
1101 N. Keller Road, Suite G
Orlando , FL 32810
Re:Laser Photonics Corp
Form 10-K for the fiscal year ended December 31, 2023
Response dated September 12, 2024
File No. 001-41515
Dear Carlos Sardinas:
            We have reviewed your September 12, 2024 response to our comment letter and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless we
note otherwise, any references to prior comments are to comments in our September 4,
2024 letter.
Amendment 1 to Form 10-Q for the quarterly period ended June 30, 2024
Financial Information, page 3
1.Please revise and ensure that each column of the restated financial statements are labeled
as “restated” on the face of each respective financial statement.
Note 3. Summary of Significant Accounting Policies & Use of Estimates, page 10
We note your response to prior comments 7 and 9 and the revised disclosure on page 10
that you had a change in policy where G&A expense is being treated as a form of
compensation to the shareholder as opposed to a distribution to an affiliate company
beginning in 2024. It does not appear that these transactions qualify as voluntary changes
in accounting policies or principles in 2023 compared to 2024. Please tell us why you
believe the salary, sales and marketing costs of Fonon Corporation paid by the Company
should be recorded in G&A expenses referencing authoritative literature that supports 2.

September 18, 2024
Page 2
your conclusion.
General
3.We note your response to prior comment 5. Please refer to Question 101.01 and 215.01 of
the Compliance and Disclosure Interpretations regarding Exchange Act Form 8-K, which
indicates that all Item 4.02 events must be reported on Form 8-K regardless of the filing
of a periodic report within four business days of a triggering event. As required, please
file the Item 4.02 Form 8-K reporting the errors and restatements in your 2023 and 2024
annual and interim reporting periods. Refer to General Instruction B.1 and Item 4.02 of
Form 8-K.
            Please contact Eiko Yaoita Pyles at 202-551-3587 or Melissa Gilmore at 202-551-3777 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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LASER
PHOTONICS CORPORATION

1101
N. Keller Road, Suite G-2

Orlando,
FL 32810

September
12, 2024

Via
Edgar Correspondence

Melissa
Gilmore, Esq.

Staff
Attorney

Division
of Corporation Finance

Office
of Manufacturing

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549

    Re:
    Laser
    Photonics Corporation

    Form
    10-K for the fiscal year ended December 31, 2023

    Filed
    April 19, 2024

    Amendment
    1 to Form 10-K for the fiscal year ended December 31, 2023

    Filed
    August 28, 2024

    Form
    10-Q for the period ended June 30, 2024

    Filed
    August 29, 2024

    File
    No. 001-41515

Dear
Ms. Gilmore:

Laser
Photonics Corporation (the “Company”) is transmitting this letter in response to the comments received from the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated September 4, 2024, with
respect to its financial statements and related matters. This letter is being submitted together with the changes to the Form 10-K/A
for the year ended December 31, 2023, and 10-Q for the six months ended June 30, 2024. The numbered paragraph below corresponds to the
numbered comment in that letter. The Staff’s comments are presented in bold italics.

Amendment
1 to Form 10-K for the fiscal year ended December 31, 2023

Financial
Statements and Supplementary Data, page 58

1.
We note that you have presented “Distribution to affiliate” as a reduction to APIC and operating cash flows. We also
noted similar presentations in your financial statements for the period ended March 31, 2024. Please tell us the nature of these transactions
and the basis for your accounting treatments.

Response:
These are expenses for salary, sales and marketing related to the operation of Fonon Corporation, an affiliate of the Company that owned
24.5% of the outstanding shares of the Company at the time we filed our Form 10-K for the fiscal year ended December 31, 2023, would
become the parent of the Company in an anticipated corporate restructuring that has since that time not occurred. This expectation for
2023 through the time of our filing of our Form 10-Q for the three months ended March 31, 2024, was further supported by the Company’s
intent to move our advertising personnel to Fonon Media as part of the strategic goal to align the entire Fonon group of affiliates that
was in process but not completed during this period of time. Also, our marketing team was dedicating a portion of its time to Fonon Corporation.
The Company tracked and paid for that activity, and initially recorded a receivable as of December 31, 2023. In light of Fonon Corporation
being a beneficial shareholder, we considered the guidance at ASC 310-10-S99-3 and determined that this ‘receivable’ should
be recorded as a contra-equity account and as such, recorded as a reduction to APIC. Any amounts received from Fonon Corporation will
be recorded against this balance. Any amounts received from Fonon will be recorded against this balance.

It
was never our intention to extend a line of credit or loan amounts to Fonon Corporation, but given the attempt to begin strategically
aligning all of the groups and the administrative delay of getting the sales and marketing team “allocated” to the other
entity, we incurred these costs and, as the current operating entity, paid them.

Beginning
in Q2 2024, as stated in our most recent Form 10-Q, there was a change in accounting policy in the recognition of the distributions to
an affiliate, Fonon Corporation, in fiscal year 2024 being treated as a contribution to a shareholder that considers the above-referenced
costs as a G&A expense as opposed to the previously assumed equity distribution to an affiliate. In 2024 G&A expense is being
treated as a form of compensation to the shareholder as opposed to a distribution to an affiliate company. The change in policy was a
result of the delayed execution in the previously assumed corporate restructuring under which Fonon Corporation would become our parent
company, which was the assumption for our Form 10-K for the fiscal year ended December 31, 2023 and first quarter 10-Q filings as stated
above. The plan going forward is to segregate the entities costs in the near future, administrative delays are the only reason that has
not occurred yet.

2.
Please label each column of the restated financial statements as such on the face of each respective financial statement.

Response:
We have revised the Company’s Form 10-K/A to label each column of the restated financial statements as such on the face of each
respective financial statement.

Controls
and Procedures, page 59

3.
We note that you have removed the disclosures related to material weaknesses and revised your conclusion regarding the effectiveness
of internal control over financial reporting (ICFR) stating that it was effective as of December 31, 2023. Considering that you have
restated your financial statements for the fiscal year ended December 31, 2023 to correct errors identified by your auditor, it is unclear
how you concluded that your disclosure controls and procedures (DCP) and ICFR were effective. Further, your Form 10-Q disclosures stated
that you have concluded that your DCP was not effective as of March 31, 2024 and June 30, 2024, while indicating that there was no material
changes in your ICFR since December 31, 2023. If management has determined that material weaknesses existed in relation to the errors
identified and therefore, ICFR and DCP are ineffective, please amend your filing to disclose this information.

Response:
We have revised our disclosure in the Form 10-K/A to make clear that the DCP and ICFR were not effective as of December 31, 2023, and
as of June 30, 2024.

Note
1. Organization and Description of Business, page F-6

4.
We note that you removed the disclosure regarding the substantial doubt about the Company’s ability to continue as a going
concern, while the going concern paragraph continues to be included in the audit report. Please revise to include the deleted disclosure
or explain why you do not believe such revision should be made. Refer to ASC 205-40- 50.

Response:
We have revised the disclosure to include the going concern language.

5.
An Item 4.02 Form 8-K was required to be filed within four business days of concluding that your previously issued financial statements
as of and for the year ended December 31, 2023 should no longer be relied upon. Please file the required Item 4.02 Form 8- K. Further,
include details of any subsequent 10-Q filings that are impacted as well, if applicable. Refer to General Instruction B.1 and Item 4.02
of Form 8-K.

Response:
We do not believe that a Form 8-K was required to be filed. Both the Company and Fruci & Associates II, PLLC (“Fruci”),
our independent accounting firm that audited our 2023 and 2022 financial statements, reached agreement on August 21, 2024, that a restatement
of our financial statements was necessary. We had four business days to file the Form 8-K but had instead drafted the Form 10-K/A with
the restated financial statements that should have been filed on August 27,, 2024, but as a result of unexpected manpower
issues beyond our control our EDGAR filer was not able to complete the 10-K/A for filing until late evening on August 27, 2024. The Company
even attempted to find another Edgar agent to complete the filing. As of August 27, 2024, Fruci and the Company had agreed on all proposed
changes to the amended Form 10-K, and there were no further audit procedures to be performed to allow the Company to restate its financial
statements for the year ended 2023. We discussed with Fruci and considered whether a Form 8-K filing under Item 4.02 was
required but determined that this would not be necessary in anticipation of the timely filing of the amended Form 10-K. The
filing of an Item 4.02 Form 8-K at the same time as the Form 10-K/A was filed with the restated financial statements would only have
created confusion for the Company’s shareholders and prospective investors.

Exhibits

6.
We note that the management’s certifications included in Exhibits 31.1, 31.2, 32.1, and 32.2 are dated April 16, 2024. Please
include updated certifications that are dated as of the date you file your amendment.

Response:
We have provided updated certifications in the Form 10-K/A and 10-Q/A.

Form
10-Q for the period ended June 30, 2024

Condensed
Statements of Stockholders’ Equity (Deficit), page 6

7.
We note that the net loss balance for the period ended March 31, 2024 does not agree with the balance in your financial statements
included in the Form 10-Q for the period ended March 31, 2024. We also note that ($1,019,687), previously presented as “Distribution
to affiliate”, is not included here. Please revise your disclosures to explain and quantify the revisions you made to the financial
statements for the period ended March 31, 2024 and file an amended Form 10-Q/A, if the changes are material.

Response:
The difference in treatment is based on a change in the opinion of our independent accounting firms on how these costs should be classified.
Our new independent accounting firm, M&K CPAS, has advised us that they view such salary, sales and marketing costs of Fonon Corporation
as expenses rather than as a distribution to an affiliate. Accordingly, we followed this advice in the 10-Q for the period ended June
30, 2024. We intend to continue this practice in the future. We view this change in treatment of costs not to be material.

Note
1 - Basis of Presentation

Restatement
of Q2 2023, page 7

8.
We note your disclosure regarding the restatement of Q2 2023 and that your system of record current financials is the basis for
the financials as they are presented, not the prior Q2 2023 filing. Please confirm that the errors were limited to the period of Q2 2023.

Response:
We confirm that the errors were limited to the period of Q2 2023.

Note
6. Related Party Transactions, page 16

9.
We note that you have distributed $2,198,993 to an affiliate party, Fonon Corporation, during the first half of fiscal 2024, and
recorded the distribution in G&A expenses. Please tell us the nature of these transactions and the basis for your accounting treatments.
In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.

Response:
As set forth in response to comment 7, above, we followed the advice of our current independent accounting firm, M&K CPAS, regarding
the treatment of the salary, sales and marketing expenses of Fonon Corporation.

If
you have any further comments or questions regarding our response, please contact our legal counsel, Ernest M. Stern, CM Law PLLC at
(301) 9102030 and by email at estern@cm.law. If you cannot reach him, please contact the undersigned at wtupuola@laserphotonics.com.

    Sincerely,

    /s/ Wayne Tupuola

    Wayne
    Tupuola

    Cc:
    Ernest
    M. Stern, Esq.

September 4, 2024
Carlos Sardinas
Chief Financial Officer
Laser Photonics Corp
1101 N. Keller Road, Suite G
Orlando , FL 32810
Re:Laser Photonics Corp
Form 10-K for the fiscal year ended December 31, 2023
Filed April 19, 2024
Amendment 1 to Form 10-K for the fiscal year ended December 31, 2023
Filed August 28, 2024
Form 10-Q for the period ended June 30, 2024
Filed August 29, 2024
File No. 001-41515
Dear Carlos Sardinas:
            We have limited our review of your filings to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Amendment 1 to Form 10-K for the fiscal year ended December 31, 2023
Financial Statements and Supplementary Data, page 58
1.We note that you have presented “Distribution to affiliate” as a reduction to APIC and
operating cash flows. We also noted similar presentations in your financial statements for
the period ended March 31, 2024. Please tell us the nature of these transactions and the
basis for your accounting treatments.
2.Please label each column of the restated financial statements as such on the face of
each respective financial statement.

September 4, 2024
Page 2
Controls and Procedures, page 59
3.We note that you have removed the disclosures related to material weaknesses and revised
your conclusion regarding the effectiveness of internal control over financial reporting
(ICFR) stating that it was effective as of December 31, 2023. Considering that you have
restated your financial statements for the fiscal year ended December 31, 2023 to correct
errors identified by your auditor, it is unclear how you concluded that your disclosure
controls and procedures (DCP) and ICFR were effective. Further, your Form 10-Q
disclosures stated that you have concluded that your DCP was not effective as of March
31, 2024 and June 30, 2024, while indicating that there was no material changes in your
ICFR since December 31, 2023. If management has determined that material weaknesses
existed in relation to the errors identified and therefore, ICFR and DCP are ineffective,
please amend your filing to disclose this information.
Note 1. Organization and Description of Business, page F-6
4.We note that you removed the disclosure regarding the substantial doubt about the
Company’s ability to continue as a going concern, while the going concern paragraph
continues to be included in the audit report. Please revise to include the deleted disclosure
or explain why you do not believe such revision should be made. Refer to ASC 205-40-
50.
5.An Item 4.02 Form 8-K was required to be filed within four business days of concluding
that your previously issued financial statements as of and for the year ended December
31, 2023 should no longer be relied upon. Please file the required Item 4.02 Form 8- K.
Further, include details of any any subsequent 10-Q filings that are impacted as well, if
applicable. Refer to General Instruction B.1 and Item 4.02 of Form 8-K.
Exhibits
6.We note that the management’s certifications included in Exhibits 31.1, 31.2, 32.1, and
32.2 are dated April 16, 2024. Please include updated certifications that are dated as of the
date you file your amendment.
Form 10-Q for the period ended June 30, 2024
Condensed Statements of Stockholders' Equity (Deficit), page 6
7.We note that the net loss balance for the period ended March 31, 2024 does not agree with
the balance in your financial statements included in the Form 10-Q for the period ended
March 31, 2024. We also note that ($1,019,687), previously presented as “Distribution to
affiliate”, is not included here. Please revise your disclosures to explain and quantify the
revisions you made to the financial statements for the period ended March 31, 2024 and
file an amended Form 10-Q/A, if the changes are material.

September 4, 2024
Page 3
Note 1 - Basis of Presentation
Restatement of Q2 2023, page 7
8.We note your disclosure regarding the restatement of Q2 2023 and that your system of
record current financials is the basis for the financials as they are presented, not the prior
Q2 2023 filing.  Please confirm that the errors were limited to the period of Q2 2023.
Note 6. Related Party Transactions, page 16
9.We note that you have distributed $2,198,993 to an affiliate party, Fonon Corporation,
during the first half of fiscal 2024, and recorded the distribution in G&A expenses. Please
tell us the nature of these transactions and the basis for your accounting treatments.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Eiko Yaoita Pyles at 202-551-3587 or Melissa Gilmore at 202-551-3777
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing