SecProbe.io

CORRESP
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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

CORRESP
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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Registration Statement on Form S-1 (File No. 333-295327), dated April 30, 2026, be withdrawn since the proposed acceleration dates were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

CORRESP
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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: 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. 333-295327), 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 April 30, 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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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
1
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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

CORRESP
1
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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

CORRESP
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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.

CORRESP
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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
1
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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

CORRESP
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laser_corresp

Alexander Capital, L.P.

17 State Street, 5th
Floor

New York, NY 10004

September
28, 2022

Securities
and Exchange Commission

Division
of Corporation Finance

100 F.
Street, N.E.

Washington,
D.C. 20549

Re:

Laser Photonics
Corporation

Registration
Statement on Form S-1/A

File No.
333-261129

Ladies
and Gentlemen:

Pursuant to Rule
461 under the Securities Act of 1933, as amended (the
“Securities Act”), the undersigned hereby joins in the
request of Laser Photonics Corporation that the effective date of
the above-captioned Registration Statement be accelerated to 5:00
p.m., Eastern Time, on Thursday, September 29, 2022, or as soon
thereafter as practicable.

In
connection with the Preliminary Prospectus distribution for the
above-captioned issue, the prospective underwriter has confirmed
that it has complied and will continue to comply with the
requirements of Rule 15c2-8 under the Securities Exchange Act of
1934, as amended.

The
following information with respect to the distribution of the
Preliminary Prospectus dated September 9, 2022 is furnished
pursuant to Rule 460 of the Rules and Regulations of the Commission
under the Securities Act, in connection with the request for
acceleration of the effective date of the Registration
Statement.

The
undersigned has effected approximately the following distribution
of copies of the Preliminary Prospectus, dated September 9, 2022,
through the date hereof:

300
copies were distributed to prospective underwriters, institutional
investors, dealers and others.

[Remainder
of page intentionally left blank]

Very
truly yours,

ALEXANDER
CAPITAL, L.P.

as
Representative of the Several Underwriters

By:

/s/
Jonathan Gazdak

Name: Jonathan
Gazdak

Title:
Managing
Director - Head of Investment Banking

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Laser
Photonics Corporation

1101 N.
Keller Road, Suite G

Orlando,
FL 32810

September
28, 2022

VIA EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

100 F
Street, N.E.

Washington,
DC 20549

Attention:
Thomas Jones / Sherry Haywood

Re:

Laser
Photonics Corporation

Registration
Statement on Form S-1, File No. 333-261129

REQUEST FOR ACCELERATION OF EFFECTIVENESS

Requested Date: September 29, 2022

Requested Time: 5:00 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, as amended (File No. 333-261129), be
accelerated pursuant to Rule 461 under the Securities Act of 1933,
as amended, so that it is declared and becomes effective at 5:00
p.m. Eastern time on September 29, 2022, or as soon thereafter as
possible.

Please
contact Thomas Twedt of Lucosky Brookman LLP at (202) 415-1890 or
Ernest M. Stern of Culhane Meadows PLLC at (301) 910-2030 with any
questions you may have regarding this request. In addition, the
Company requests that you kindly notify Mr. Twedt or Mr. Stern by
telephone when this request for acceleration has been
granted.

Sincerely
yours,

LASER
PHOTONICS CORPORATION

/s/ Wayne Tupuola

Wayne
Tupuola

Chief
Executive Officer

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Laser
Photonics Corporation

1101 N.
Keller Road, Suite G

Orlando,
FL 32810

September
21, 2022

VIA EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

100 F
Street, N.E.

Washington,
DC 20549

Attention:
Thomas Jones / Sherry Haywood

Re:

Laser
Photonics Corporation

Registration
Statement on Form S-1, File No. 333-261129

Withdrawal
of Acceleration Request

Dear
Mr. Jones and Ms. Haywood:

Reference
is made to our letter, filed as correspondence via EDGAR on
September 19, 2022, in which we requested the acceleration of the
effective date of the above referenced Registration Statement. We
are no longer requesting that such Registration Statement be
declared effective at this time and we hereby formally withdraw our
request for acceleration of the effective date.

Please
contact Thomas Twedt of Lucosky Brookman LLP at (202) 415-1890 or
Ernest M. Stern of Culhane Meadows PLLC at (301) 910-2030 with any
questions you may have regarding this request.

Sincerely
yours,

LASER
PHOTONICS CORPORATION

/s/ Wayne Tupuola

Wayne
Tupuola

Chief
Executive Officer

CORRESP
1
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laser_corresp.htmLaser Photonics Corporation

 1101 N. Keller Road, Suite G

 Orlando, FL 32810

 September 19, 2022

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street, N.E.

 Washington, DC 20549

 Attention: Thomas Jones / Sherry Haywood

   Re:

   Laser Photonics Corporation

   Registration Statement on Form S-1, File No. 333-261129

 REQUEST FOR ACCELERATION OF EFFECTIVENESS

 Requested Date: September 21, 2022

 Requested Time: 4:00 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, as amended (File No. 333-261129), be accelerated pursuant to Rule 461 under the Securities Act of 1933, as amended, so that it is declared and becomes effective at 4:00 p.m. Eastern time on September 21, 2022, or as soon thereafter as possible.

 Please contact Thomas Twedt of Lucosky Brookman LLP at (202) 415-1890 or Ernest M. Stern of Culhane Meadows PLLC at (301) 910-2030 with any questions you may have regarding this request. In addition, the Company requests that you kindly notify Mr. Twedt or Mr. Stern by telephone when this request for acceleration has been granted.

   Sincerely yours,

   LASER PHOTONICS CORPORATION

   /s/ Wayne Tupuola

   Wayne Tupuola

   Chief Executive Officer

CORRESP
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Alexander Capital, L.P.

17 State Street, 5th
Floor

New York, NY 10004

September
19, 2022

Securities
and Exchange Commission

Division
of Corporation Finance

100 F.
Street, N.E.

Washington,
D.C. 20549

Re:

Laser Photonics
Corporation

Registration
Statement on Form S-1/A

Ladies and
Gentlemen

Pursuant to Rule
461 under the Securities Act of 1933, as amended (the
“Securities Act”), the undersigned hereby joins in the
request of Laser Photonics Corporation that the effective date of
the above-captioned Registration Statement be accelerated to 4:00
p.m., Eastern Time, on Wednesday, September 21, 2022, or as soon
thereafter as practicable.

In
connection with the Preliminary Prospectus distribution for the
above-captioned issue, the prospective underwriter has confirmed
that it has complied and will continue to comply with the
requirements of Rule 15c2-8 under the Securities Exchange Act of
1934, as amended.

The
following information with respect to the distribution of the
Preliminary Prospectus dated September 9, 2022 is furnished
pursuant to Rule 460 of the Rules and Regulations of the Commission
under the Securities Act, in connection with the request for
acceleration of the effective date of the Registration
Statement.

The
undersigned has effected approximately the following distribution
of copies of the Preliminary Prospectus, dated September 9, 2022,
through the date hereof:

300
copies were distributed to prospective underwriters, institutional
investors, dealers and others.

[Remainder
of page intentionally left blank]

Very truly
yours,

ALEXANDER
CAPITAL, L.P.

as
Representative of the Several Underwriters

By:

/s/ Jonathan
Gazdak

Name:

Jonathan
Gazdak

Title:

Managing
Director - Head of Investment Banking

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LASER PHOTONICS CORPORATION

1101 N.
Keller Road, Suite G

Orlando,
FL 32810

August
19, 2022

Via Edgar Correspondence

Thomas
Jones, Esq.

Staff
Attorney

Office
of Manufacturing

Division
of Corporation Finance

Securities
and Exchange Commission

100 F
Street, N.E.

Washington,
DC 20549

 Re:

Laser Photonics Corporation

Amendment No. 11 to Registration Statement on Form S-1

Filed August 5, 2022

File No. 333-261129

Dear
Mr. Jones:

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 August 12, 2022, with
respect to Amendment No. 11 to the registration statement on Form
S-1 (File No. 333-261129) that was originally confidentially
submitted to the Commission on July 28, 2021 and amended on
September 29, 2021, December 23, 2021, January 19, 2021, February
7, 2022, February 23, 2022, March 2, 2022, March 13, 2022, April
29, 2022, June 21, 2022, July18, 2022, August 1, 2022 and August 5,
2022 (the “Registration Statement”). This letter is
being submitted together with the filing of Amendment No. 12 to the
Registration Statement (“Amendment No. 12”). The
numbered paragraph below corresponds to the numbered comment in the
Staff’s letter that is bolded and italicized.

We restated our previously issued consolidated financial statements
and as a result we identified a material weakness, page
30.

1.

We note that you have concluded that you have not maintained
effective internal control over financial reporting and that you
are "taking steps to enhance [y]our internal control environment."
If your disclosure controls and procedures were not effective,
please state so directly and include a risk factor on the risks of
ineffective disclosure controls and procedures. In addition,
discuss the "significant deficiencies" and "material weaknesses"
mentioned in this risk factor and discuss how you are working to
remediate the deficiencies and weaknesses and steps you are taking
to enhance your internal control environment. Also, discuss the
expected timing of such activities and any material costs you
expect to incur. Please disclose whether there have been any
changes in your internal controls and procedures that
occurred during the most recently completed quarter.

Response: In Amendment No. 12
we have stated directly that our internal controls over financial
reporting were not effective. We have revised our risk factors
beginning at the bottom of pages 29 and carrying over to page 30 to
directly address the existence of material weaknesses in our
internal controls and have discussed in Use of Proceeds on page 34
and MD&A on page 40 how we are working to remediate them and to
enhance our internal control environment, including the timing of
the steps in connection with addressing these issues and the costs
associated with such remediation efforts. We also have identified
the changes in our internal controls and disclosure controls and
procedures that occurred during the most recently completed
quarter.

Office
of Manufacturing

Division
of Corporation Finance

Securities
and Exchange Commission

August
19, 2022

Page
2 of 2

If you
have any further comments or questions regarding our response,
please contact Joseph M. Lucosky, Lucosky Brookman LLP at (732)
690-8515 and by email at jlucosky@lucbro.com. If you
cannot reach him, please contact Ernest M. Stern, Culhane Meadows
PLLC at (301) 910-2030 and by email at estern@cm.law, or the
undersigned at wtupuola@laserphotonics.com.

Sincerely,

/s/ Wayne
Tupuola

Wayne
Tupuola

Chief
Executive Officer

Cc:

Ernest
M. Stern, Esq., Culhane Meadows PLLC

Joseph
M. Lucosky, Esq., Lucosky Brookman LLP

Christopher
J. Bellini, Esq., Cozen O’Connor

United States securities and exchange commission logo
August 12, 2022
Wayne Tupuola
Chief Executive Officer
Laser Photonics Corporation
1101 N. Keller Road, Suite G
Orlando, FL 32810
Re:Laser Photonics Corporation
Amendment No. 11 to Registration Statement on Form S-1
Filed August 5, 2022
File No. 333-261129
Dear Mr. Tupuola:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 3 to Registration Statement on Form S-1 filed August 5, 2022
We restated our previously issued consolidated financial statements and as a result we identified
a material weakness, page 30
1.We note that you have concluded that you have not maintained effective internal control
over financial reporting and that you are "taking steps to enhance [y]our internal control
environment."  If your disclosure controls and procedures were not effective, please state
so directly and include a risk factor on the risks of ineffective disclosure controls and
procedures. In addition, discuss the "significant deficiencies" and "material weaknesses"
mentioned in this risk factor and discuss how you are working to remediate the
deficiencies and weaknesses and steps you are taking to enhance your internal control
environment.  Also, discuss the expected timing of such activities and any material costs
you expect to incur.  Please disclose whether there have been any changes in your internal

 FirstName LastNameWayne Tupuola
 Comapany NameLaser Photonics Corporation
 August 12, 2022 Page 2
 FirstName LastName
Wayne Tupuola
Laser Photonics Corporation
August 12, 2022
Page 2
controls and procedures that occurred during the most recently completed quarter.
            You may contact Eiko Yaoita Pyles, Staff Accountant at (202) 551-3587 or Kevin
Woody, Accounting Branch Chief at (202) 551-3629 if you have questions regarding comments
on the financial statements and related matters.  Please contact Sherry Haywood, Staff
Attorney at (202) 551-3345 or Thomas Jones, Staff Attorney at (202) 551-3602 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Ernest M. Stern, Esq.

CORRESP
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laser_corresp.htmLASER PHOTONICS CORPORATION

 1101 N. Keller Road, Suite G

 Orlando, FL 32810

 August 5, 2022

 Via Edgar Correspondence

 Thomas Jones, Esq.

 Staff Attorney

 Office of Manufacturing

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

     Re:

   Laser Photonics Corporation

 Amendment No. 10 to Registration Statement on Form S-1

 Filed August 1, 2022

 File No. 333-261129

 Dear Mr. Jones:

 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 August 3, 2022, with respect to Amendment No. 10 to the registration statement on Form S-1 (File No. 333-261129) that was originally confidentially submitted to the Commission on July 28, 2021 and amended on September 29, 2021, December 23, 2021, January 19, 2021, February 7, 2022, February 23, 2022, March 2, 2022, March 13, 2022, April 29, 2022, June 21, 2022, July18, 2022 and August 1, 2022 (the “Registration Statement”). This letter is being submitted together with the filing of Amendment No. 11 to the Registration Statement (“Amendment No. 11”). The numbered paragraphs below correspond to the numbered comments in the Staff’s letter that are bolded and italicized.

 Summary of Risk Factors, page 7

     1.

   Please expand this section to highlight the two new risk factors about internal control over financial reporting mentioned on page 30.

   Response: We have added two bullets to address the internal control risk factors added in the last amendment on page 7 of this Amendment No. 11.

   The obligations associated with being a public company, page 29

   2.

   Please reconcile the disclosure on page 29 that you "are subject to the reporting requirements of the Exchange Act" with the disclosure in the last paragraph on page 43.

   Response: We have deleted the conflicting disclosure on page 43. The deleted disclosure was a holdover from precedent, and we believe the relevant issues are appropriately and thoroughly addressed in the Risk Factors section, including, but not limited to, the disclosures captioned “The obligations associated with being a public company require significant resources and management attention, which may divert from our business operations” and “Public company compliance may make it more difficult to attract and retain officers and directors.”

 Office of Manufacturing

 Division of Corporation Finance

 Securities and Exchange Commission

 August 5, 2022

 Page 2 of 2

     Signatures, page 80

   3.

   To the extent that one officer serves in multiple capacities (e.g., your chief financial officer serves as both your principal financial officer and principal accounting officer), please revise your signature page to clarify.

   Response: We have revised the signature page to clarify that Mr. Schick is signing both as principal financial officer and as principal accounting officer.

   Exhibit 23.1, page 95

   4.

   We note that the auditor’s consent refers to the previous amendment. Please obtain a revised consent that refers to the appropriate registration statement amendment.

   Response: The consent filed with Amendment No. 11 has been updated to reference Amendment No. 11.

   Note 3. Restatement, page F-15

   5.

   Your revised disclosures in response to comment 2 do not appear to address the adjustments made to fiscal 2021 net cash provided by operating activities and net cash used in financing activities, which changed between amendment numbers 7 and 8 from $998,353 and ($572,640), respectively, to $1,311,254 and ($885,541), respectively. Please discuss these changes in your disclosures in accordance with ASC 250-10-50-7 through -10.

   Response: We have revised Note 8 on page F-18 to describe the reasons for the changes in the Statements of Cash Flows over the course of the two pre-effective amendments. In this regard, please note that, as described, corrective disclosure was required because of inadvertent human errors, not errors in accounting.

 If you have any further comments or questions regarding our response, please contact Joseph M. Lucosky, Lucosky Brookman LLP at (732) 690-8515 and by email at jlucosky@lucbro.com. If you cannot reach him, please contact Ernest M. Stern, Culhane Meadows PLLC at (301) 910-2030 and by email at estern@cm.law, or the undersigned at wtupuola@laserphotonics.com.

   Sincerely,

     /s/ Wayne Tupuola

   Wayne Tupuola

 Chief Executive Officer

     Cc:

   Ernest M. Stern, Esq., Culhane Meadows PLLC

 Joseph M. Lucosky, Esq., Lucosky Brookman LLP

 Christopher J. Bellini, Esq., Cozen O’Connor

United States securities and exchange commission logo
August 3, 2022
Wayne Tupuola
Chief Executive Officer
Laser Photonics Corporation
1101 N. Keller Road, Suite G
Orlando, FL 32810
Re:Laser Photonics Corporation
Amendment No. 10 to Registration Statement on Form S-1
Filed August 1, 2022
File No. 333-261129
Dear Mr. Tupuola:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our July 27, 2022 letter.
Amendment No. 10 to Registration Statement on Form S-1 filed August 1, 2022
Summary of Risk Factors, page 7
1.Please expand this section to highlight the two new risk factors about internal control over
financial reporting mentioned on page 30.
The obligations associated with being a public company, page 29
2.Please reconcile the disclosure on page 29 that you "are subject to to the reporting
requirements of the Exchange Act" with the disclosure in the last paragraph on page 43.

 FirstName LastNameWayne Tupuola
 Comapany NameLaser Photonics Corporation
 August 3, 2022 Page 2
 FirstName LastName
Wayne Tupuola
Laser Photonics Corporation
August 3, 2022
Page 2
Signatures, page 80
3.To the extent that one officer serves in multiple capacities (e.g., your chief financial
officer serves as both your principal financial officer and principal accounting officer),
please revise your signature page to clarify.
Exhibit 23.1, page 95
4.We note that the auditor’s consent refers to the previous amendment.  Please obtain a
revised consent that refers to the appropriate registration statement amendment.
Note 3. Restatement, page F-15
5.Your revised disclosures in response to comment 2 do not appear to address the
adjustments made to fiscal 2021 net cash provided by operating activities and net cash
used in financing activities, which changed between amendment numbers 7 and 8 from
$998,353 and ($572,640), respectively, to $1,311,254 and ($885,541), respectively.
Please discuss these changes in your disclosures in accordance with ASC 250-10-50-7
through -10.
            You may contact Eiko Yaoita Pyles, Staff Accountant at (202) 551-3587 or Andrew
Blume, Staff Accountant at (202) 551-3254 if you have questions regarding comments on the
financial statements and related matters.  Please contact Thomas Jones, Staff Attorney at (202)
551-3602 or Sherry Haywood, Staff Attorney at (202) 551-3345 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Ernest M. Stern, Esq.

CORRESP
1
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laser_corresp

LASER PHOTONICS CORPORATION

1101 N.
Keller Road, Suite G

Orlando,
FL 32810

August
1, 2022

Via Edgar Correspondence

Thomas
Jones, Esq.

Staff
Attorney

Office
of Manufacturing

Division
of Corporation Finance

Securities
and Exchange Commission

100 F
Street, N.E.

Washington,
DC 20549

 Re:

Laser Photonics Corporation

Amendment No. 9 to Registration Statement on Form S-1

Filed July 18, 2022

File No. 333-261129

Dear
Mr. Jones:

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 July 27, 2022, with
respect to Amendment No. 9 to the registration statement on Form
S-1 (File No. 333-261129) that was originally confidentially
submitted to the Commission on July 28, 2021 and amended on
September 29, 2021, December 23, 2021, January 19, 2021, February
7, 2022, February 23, 2022, March 2, 2022, March 13, 2022, April
29, 2022, June 21, 2022 and July18, 2022 (the “Registration
Statement”). This letter is being submitted together with the
filing of Amendment No. 10 to the Registration Statement
(“Amendment No. 10”). The numbered paragraphs below
correspond to the numbered comments in the Staff’s letter
that are bolded and italicized.

 Liquidity and Capital Resources, page
43

1.

Please clarify the reference in the penultimate paragraph on page
43 to "Since we expect gross profits of approximately $1.0 million
for the year ending December 31, 2022" in view of your disclosure
on page 40 and elsewhere of your gross profits of $913,496 for the
three months ended March 31, 2022. If you expect gross profits of
approximately $1 million for the year ended December 31, 2022,
please discuss this trend and its impact on your operations and
liquidity.

Response: The term “gross
profits” in the quoted language should be “net
income”. We have corrected the language.

December 31, 2021 Audited Financial Statements--Statements of Cash
Flows, page F-6

2.

We note your response to prior comment 12 and have the following
comments:

●

As you have restated your previously issued statements of cash
flows over multiple amendments to reflect the correction of
material errors, revise the face of your financial statements to
mark the applicable items "as restated," provide the disclosures
required by ASC 250-10-50-7 through -10, and ensure that the
restatement is appropriately discussed in your audit report. Refer
to the definition of “restatement” in ASC 250-10-20.
Ensure that your disclosures address all error corrections made
across all amendments. For instance, we note that your response and
disclosures do not appear to address the adjustments made to fiscal
2021 net cash provided by operating activities and net cash used in
financing activities, which changed between amendment numbers 7 and
8 from $998,353 and ($572,640), respectively, to $1,311,254 and
($885,541), respectively.

Response: We have restated our
previously issued financial statements to comply with ASC
250-10-50-7 through 10. We have carefully reviewed the disclosures
to ensure all error corrections were made to properly classify
depreciation, accumulated amortization and net change in right of
use assets into the operating section of the statement of cash
flows. The restated financial statements are indicated as
“Restated” in the financial statements and accompanying
notes, as applicable.

 ●

Considering your
disclosures on page F-17 do not appear to accurately describe the
changes made to your statements of cash flows, revise to clearly
identify the revisions as error corrections and provide an accurate
description of the specific errors identified. Also remove any
references to the immateriality of the error
corrections.

Response: We have revised
disclosures on page F-17 to clearly identify the revisions as error
corrections as a restatement provide an accurate description of the
specific errors identified, and remove any references to the
immateriality of the error corrections.

Office
of Manufacturing

Division
of Corporation Finance

Securities
and Exchange Commission

August
1, 2022

Page
2 of 2

Exhibits

3.
We acknowledge
the revised Exhibit 5.1 opinion filed in response to prior comment
7. Please tell us why the term "Registration Statement" in the
first paragraph of the revised opinion now does not include
amendments to the Registration Statement.

Response: We have had our
counsel revise their legal opinion to reference that the term
“Registration Statement” in the first paragraph of
their opinion includes amendments to the Registration
Statement.

4.
We note the
assumptions now on the second page of the revised Exhibit 5.1
opinion. The opinion that you file to satisfy your obligations
pursuant to Item 601(b)(5) of Regulation S-K should not assume
conclusions of law which are a necessary requirement of the
ultimate legality opinion. Also, counsel should not assume any of
the material facts underlying the opinion or any readily
ascertainable facts. For example, it is unclear why the issue
assumed in item (e)(iv) is appropriate. Please advise or file a
revised opinion. For guidance, refer to Section II.B.3.a. of Staff
Legal Bulletin No. 19.

Response: We have had our
counsel revise their opinion to delete both the assumptions that
are a necessary requirement of their ultimate legality opinion and
any assumptions of material facts underlying their opinion or any
assumptions of readily ascertainable facts.

 5.
We note the
statement now on the third page of the revised Exhibit 5.1 opinion
that "The opinions above are subject to" items (i) and (ii). Please
tell us why the opinions rendered in paragraphs 2, 4 and 6 on the
second page are subject to items (i) and (ii).

Response: We have had our
counsel revise their opinion to delete application of items (i) and
(ii) to paragraphs 2, 4 and 6 of their opinion.

If you
have any further comments or questions regarding our response,
please contact Joseph M. Lucosky, Lucosky Brookman LLP at (732)
690-8515 and by email at jlucosky@lucbro.com. If you
cannot reach him, please contact Ernest M. Stern, Culhane Meadows
PLLC at (301) 910-2030 and by email at estern@cm.law,
or the undersigned at wtupuola@laserphotonics.com.

Sincerely,

/s/ Wayne
Tupuola

Wayne
Tupuola

Chief
Executive Officer

Cc:

Ernest
M. Stern, Esq., Culhane Meadows PLLC

Joseph
M. Lucosky, Esq., Lucosky Brookman LLP

Christopher
J. Bellini, Esq., Cozen O’Connor

United States securities and exchange commission logo
July 27, 2022
Wayne Tupuola
Chief Executive Officer
Laser Photonics Corporation
1101 N. Keller Road, Suite G
Orlando, FL 32810
Re:Laser Photonics Corporation
Amendment No. 9 to Registration Statement on Form S-1
Filed July 18, 2022
File No. 333-261129
Dear Mr. Tupuola:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our July 5, 2022 letter.
Amendment No. 9 to Registration Statement on Form S-1 filed July 18, 2022
Liquidity and Capital Resources, page 43
1.Please clarify the reference in the penultimate paragraph on page 43 to "Since we expect
gross profits of approximately $1.0 million for the year ending December 31, 2022" in
view of your disclosure on page 40 and elsewhere of your gross profits of $913,496 for
the three months ended March 31, 2022.  If you expect gross profits of approximately
$1 million for the year ended December 31, 2022, please discuss this trend and its impact
on your operations and liquidity.

 FirstName LastNameWayne Tupuola
 Comapany NameLaser Photonics Corporation
 July 27, 2022 Page 2
 FirstName LastName
Wayne Tupuola
Laser Photonics Corporation
July 27, 2022
Page 2
December 31, 2021 Audited Financial Statements
Statements of Cash Flows, page F-6
2.We note your response to prior comment 12 and have the following comments:

•As you have restated your previously issued statements of cash flows over multiple
amendments to reflect the correction of material errors, revise the face of your
financial statements to mark the applicable items "as restated," provide the
disclosures required by ASC 250-10-50-7 through -10, and ensure that the
restatement is appropriately discussed in your audit report.  Refer to the definition of
“restatement” in ASC 250-10-20.  Ensure that your disclosures address all error
corrections made across all amendments.  For instance, we note that your response
and disclosures do not appear to address the adjustments made to fiscal 2021 net cash
provided by operating activities and net cash used in financing activities, which
changed between amendment numbers 7 and 8 from $998,353 and ($572,640),
respectively, to $1,311,254 and ($885,541), respectively.

•Considering your disclosures on page F-17 do not appear to accurately describe the
changes made to your statements of cash flows, revise to clearly identify the revisions
as error corrections and provide an accurate description of the specific
errors identified.  Also remove any references to the immateriality of the error
corrections.
Exhibits
3.We acknowledge the revised Exhibit 5.1 opinion filed in response to prior comment 7.
Please tell us why the term "Registration Statement" in the first paragraph of the revised
opinion now does not include amendments to the Registration Statement.
4.We note the assumptions now on the second page of the revised Exhibit 5.1 opinion.  The
opinion that you file to satisfy your obligations pursuant to Item 601(b)(5) of Regulation
S-K should not assume conclusions of law which are a necessary requirement of the
ultimate legality opinion. Also, counsel should not assume any of the material facts
underlying the opinion or any readily ascertainable facts. For example, it is unclear why
the issue assumed in item (e)(iv) is appropriate. Please advise or file a revised
opinion.  For guidance, refer to Section II.B.3.a. of Staff Legal Bulletin No. 19.
5.We note the statement now on the third page of the revised Exhibit 5.1 opinion that "The
opinions above are subject to" items (i) and (ii).  Please tell us why the opinions rendered
in paragraphs 2, 4 and 6 on the second page are subject to items (i) and (ii).
            You may contact Eiko Yaoita Pyles, Staff Accountant, at 202-551-3587 or Andrew
Blume, Staff Accountant, at 202-551-3254 if you have questions regarding comments on the
financial statements and related matters.  Please contact Thomas Jones, Staff Attorney, at 202-
551-3602 or Sherry Haywood, Staff Attorney, at 202-551-3345 with any other questions.

 FirstName LastNameWayne Tupuola
 Comapany NameLaser Photonics Corporation
 July 27, 2022 Page 3
 FirstName LastName
Wayne Tupuola
Laser Photonics Corporation
July 27, 2022
Page 3
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Ernest M. Stern, Esq.

CORRESP
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laser_corresp

LASER PHOTONICS CORPORATION

1101 N.
Keller Road, Suite G

Orlando,
FL 32810

July
15, 2022

Via Edgar Correspondence

Thomas
Jones, Esq.

Staff
Attorney

Office
of Manufacturing

Division
of Corporation Finance

Securities
and Exchange Commission

100 F
Street, N.E.

Washington,
DC 20549

 Re:

Laser Photonics Corporation

Amendment No. 8 to Registration Statement on Form S-1

Filed June 21, 2022

File No. 333-261129

Dear
Mr. Jones:

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 July 5, 2022, with
respect to Amendment No. 8 to the registration statement on Form
S-1 (File No. 333-261129) that was originally confidentially
submitted to the Commission on July 28, 2021 and amended on
September 29, 2021, December 23, 2021, January 19, 2021, February
7, 2022, February 23, 2022, March 2, 2022, March 13, 2022, April
29, 2022 and June 21, 2022 (the “Registration
Statement”). This letter is being submitted together with the
filing of Amendment No. 9 to the Registration Statement
(“Amendment No. 9”). The numbered paragraphs below
correspond to the numbered comments in the Staff’s
letter.

General

1.

We note your disclosure on
pages 38-39 about the effect of the COVID-19 global pandemic.
Please ensure that you update the disclosure to discuss whether
recent increased cases of COVID-19 and/or shutdowns related to
additional or increased outbreaks have had a material impact on
your operations, supply chain, liquidity or capital
resources.

Response: We have updated our
disclosure to state that despite the recent increase of cases of
COVID-19 and/or shutdowns there has not been any impact on our
operations, supply chain, liquidity or capital
resources.

2.

We note your disclosure on
page 42 that "Inflation did not have a material impact on [y]our
operations for the applicable period." Please ensure that you have
updated the disclosure to discuss, if applicable, recent
inflationary pressures have materially impacted your operations. In
this regard, identify the types of inflationary pressures you are
facing and how your business has been affected. Please expand to
identify the principal factors contributing to the inflationary
pressures the company has experienced and clarify the resulting
impacts to the company. Also identify actions planned or taken, if
any, to mitigate inflationary pressures.

Response: We do not expect
inflationary pressures to have a material impact on our operations,
and to clarify our disclosure, we have added we do not expect
inflation to have a material impact on our operations for the
foreseeable future” to the language quoted in your
comment.

Office
of Manufacturing

Division
of Corporation Finance

Securities
and Exchange Commission

July
15, 2022

Page
2 of 5

3.

Please describe the extent
and nature of the role of the board of directors in overseeing
risks related to Russia’s invasion of Ukraine. This could
include risks related to cybersecurity, sanctions, employees based
in affected regions, and supply chain/suppliers/service providers
in affected regions as well as risks connected with ongoing or
halted operations or investments in affected
regions.

Response: Our board of
directors is currently composed of employees of the company. In
connection with this offering, we will add three independent
directors to our board to comply with the listing requirements of
the Nasdaq Capital Market. Subject to oversight by our current
board members, which includes our chief executive officer, we take
industry standard precautions against cyberattacks to detect and
minimize unauthorized intrusions and follow industry standard
practices to thwart phishing and other scams used by persons trying
to gain unauthorized access to our data.

4.

To the extent material,
disclose any new or heightened risk of potential cyberattacks by
state actors or others since Russia’s invasion of Ukraine and
whether you have taken actions to mitigate such potential
risks.

Response: We have not, to our
knowledge, experienced any cyberattacks by state actors or others
since Russia’s invasion of Ukraine so that we have not had to
add to our current protections against such potential
risks.

5.

Please disclose whether and
how your business segments, products, lines of service, projects,
or operations are materially impacted by supply chain disruptions,
especially in light of Russia’s invasion of Ukraine. For
example, discuss whether you have or expect to:

●

suspend the production, purchase, sale or maintenance of certain
items;

●

experience higher costs due to constrained capacity or increased
commodity prices or challenges sourcing materials (e.g., nickel,
palladium, neon, cobalt, iron, platinum or other raw material
sourced from Russia, Belarus, or Ukraine);

●

experience surges or declines in consumer demand for which you are
unable to adequately adjust your supply;

●

be unable to supply products at competitive prices or at all due to
export restrictions, sanctions, tariffs, trade barriers, or
political or trade tensions among countries or the ongoing
invasion; or

●

be exposed to supply chain risk in light of Russia’s invasion
of Ukraine and/or related geopolitical tension or have sought, made
or announced plans to “de-globalize” your supply chain.
Explain whether and how you have undertaken efforts to mitigate the
impact and where possible quantify the impact to your
business.

Response: We have not
experienced any supply chain disruptions, either before or after
Russia’s invasion of Ukraine, nor have we been subject to the
enumerated events in your comment that could pose a material risk
to our operations. Nevertheless, we have included in our summary of
risk factors and in our risk factor captioned “Difficult
conditions in the global capital markets and the economy generally
may materially adversely affect our business and results of
operations” disclosure regarding the heightened risks of
inflation, cyberattacks and supply disruptions that potentially
could have a detrimental impact on our business and financial
results, particularly as a result of the Russia-Ukraine
conflict.

6.

To the extent changes made
to the Form S-1/A also impact the information included within your
annual and quarterly periodic reports, please amend those reports,
as necessary, to reflect the applicable
revisions.

Response: We believe that
changes made in Amendment No. 9 that could impact disclosures in
our previously-filed periodic reports are not material,
individually or in the aggregate, and we will reflect all such
changes when and where applicable in our future filings, beginning
with our Form 10-Q for the quarter ended June 30,
2022.

Office
of Manufacturing

Division
of Corporation Finance

Securities
and Exchange Commission

July
15, 2022

Page
3 of 5

Exhibit Index, page 95

7.

Please file an opinion of
counsel as to the legality of all securities included in the fee
table. For example, file the opinion required by Item 601(b)(5) of
Regulation S-K regarding the units mentioned in the fee table.
Please note that a binding obligation is appropriate
for the legality of the units. For guidance, see section II.B.1.h
of Staff Legal Bulletin No. 19 (October 14, 2011). In addition, it
does not appear that counsel's opinion covers the securities being
offered in connection with the representative's units. Also, please
ensure that the opinion addresses all relevant jurisdictions. In
this regard, we note that section 7.12(a) of exhibit 4.2 refers to
the laws of the State of New York.

Response: A revised opinion of
counsel covering all securities registered is being filed with
Amendment No. 9. In this regard, the opinion covers the
representative’s warrants, as well as the shares of common
stock issuable upon exercise of such warrants, and covers the laws
of the State of New York, as applicable.

Exhibit 23.1, page 95

8.

Please obtain and file a
revised consent from your auditor that references the appropriate
financial statements and audit report date.

Response: Our auditor’s
consent filed as Exhibit 23.1 with Amendment No. 9 references the
appropriate financial statements and audit report
date.

Balance Sheet, page F-3

9.

We note that your "Long
Term Liabilities" balance as of December 31, 2020 was revised from
$1,169,373 to $5,242,832. Please tell us the reason for this
revision and, if related to the correction of an error, mark the
applicable financial statements "as restated," provide the
disclosures required by ASC 250-10-50-7 through -10, and ensure
that the restatement is discussed in your audit report.
Additionally, the long term liabilities amount as of December 31,
2020 on page F-12 does not agree with the amount on the balance
sheet. Please revise to address this
inconsistency.

Response: An inadvertent
transposition occurred in Amendment No. 8 to the Registration
Statement. Accordingly, Amendment No. 9 corrects “Long Term
Liabilities” and “Additional Paid in Capital” to
be consistent with the Registration Statement and amendments
thereto submitted or filed before Amendment No. 8.

10.

Please ensure that the
"Additional Paid in Capital," “Laser Photonics Corp
Equity,” and “Total Liabilities & Equity”
balances as of December 31, 2020 are appropriately stated and that
you correct all inconsistencies between your balance sheet and
statement of stockholders' equity (deficit).

Response: An inadvertent
transposition occurred in Amendment No. 8 to the Registration
Statement. Accordingly, Amendment No. 9 correct “Long Term
Liabilities” and “Additional Paid in Capital” to
be consistent with the Registration Statement and amendments
thereto submitted or filed before Amendment No. 8.

Statements of Liability and Stockholders' Equity (Deficit), page
F-5

11.

We have reviewed your
response to comment 7. Please revise the “statements of
liability and stockholders’ equity (deficit)” title on
page F-5 to be consistent with the "statements of
stockholders’ equity (deficit)" title referenced in the audit
report.

Response: The line-item title
and audit report reference are consistent in Amendment No. 9, and
both state “statements of stockholders/ equity
(deficit)”.

Office
of Manufacturing

Division
of Corporation Finance

Securities
and Exchange Commission

July
15, 2022

Page
4 of 5

Statements of Cash Flows, page F-6

12.

We note that your balances
for fiscal 2021 net cash used in operating activities and net cash
provided by financing activities changed significantly from those
disclosed in the prior amendment. Please tell us the reasons for
these revisions and, if related to the correction of errors, mark
the applicable financial statements "as restated," provide the
disclosures required by ASC 250-10-50-7 through -10, and ensure
that the restatement is discussed in your audit report. In
addition, it does not appear that your cash flow classifications
for the "Depreciation and amortization," "Accumulated
Amortization," "Operating lease right-of-use," and "Deferred Lease
Liability" line items comply with ASC 230-10-45 and ASC
842-20-45-5. Please correct your statements of cash flows as
necessary and ensure any errors identified are disclosed pursuant
to the aforementioned ASC 250 guidance and that the applicable
periodic reports are amended for any material restatements. Also
tell us how these matters impacted your previous conclusions that
disclosure controls and procedures were
effective.

Response: The Statements of
Cash Flows for the year ended December 31, 2021 and 2020 have been
updated, as required by ASC 250-10-50-7 through -10. The updates
reflect the quantitative requirements of ASC 250-10-50-7,
specifically presenting lease obligations on a net basis rather
than gross basis for consistency with balance sheet assets and
liabilities as reported. The reclassification required no changes
to net cash flow for the periods presented, and there were no
changes to the balance sheet, income statement or MDA. We believe
these reclassifications were neither quantitatively or
qualitatively material to the financial statements, the
accompanying notes, and our independent auditor concurs.
Accordingly, we believe labeling the financial statements “as
restated” is not warranted or appropriate in light of the
totality of the facts and circumstances.

Note 2 - Summary of Significant Accounting Policies

Intangible Assets, page F-9

13.

We note that your
disclosure still erroneously indicates that your intangible assets
are deemed to have indefinite lives. Please correct this disclosure
as previously requested. Statements of Shareholders' Equity, page
F-21.

Response: This disclosure has
been corrected in Amendment No. 9 to properly state the lives for
our intangible assets.

Statements of Shareholders' Equity, page F-21

14.

We note your response to
prior comment 4. Please revise your statement of
shareholders’ equity for the quarterly period ended March 31,
2021 to give retroactive effect to the reverse stock split.
Additionally, we note that the “Accumulated Deficit”
heading does not appear to be appropriate, as all of the balances,
except for the January 1, 2021 balance, reflect positive retained
earnings. Please revise the heading accordingly. Notes to Financial
Statements, page F-22.

Response: The Statement of
Shareholders’ Equity for the quarter ended March 31, 2021 has
been updated to give retroactive effect of the reverse stock split.
The headings for the Statements of Stockholders’ Equity for
the periods ended March 31, 2022 and March 31, 2021 have also been
revised to remove the reference to deficit, as the ending balances
reflect equity.

Office
of Manufacturing

Division
of Corporation Finance

Securities
and Exchange Commission

July
15, 2022

Page
5 of 5

15.

Please address the
following comments related to your interim financial statement
footnotes: ● Update any legacy GAAP references for the
appropriate FASB codification reference. For example, you reference
SFAS 86 on page F-24. ● Review all amounts disclosed in your
footnotes to ensure they are appropriately stated and internally
consistent with your other disclosures. For example, the issuance
dates of the promissory notes to ICT in your Long Term Liabilities
disclosures on page F-26 do not agree to those disclosed on page
F-12. ● Ensure that you appropriately update disclosures
related to prior periods for fiscal 2022 first quarter
developments, such as your disclosure related to "Fair Value of
Financial Instruments" on page F-26. Net Earnings/Loss per Share,
page F-25.

Response: We replaced the SFAS
86 reference with ASC 985 “Software” on page F-24 and
searched the document to ensure that this was to only SFAS
reference in needing to be corrected in Amendment No. 9. We also
have reviewed Amendment No. 9 to ensure consistency of disclosures
throughout and have corrected “Long Term Liabilities”
on Page F-26 and F-12 to ensure consistent disclosure with respect
to promissory notes in favor of ICT Investments. In addition, we
updated have “Fair Value of Financial Instruments” on
page F-26 and “Net Earnings/Loss per Share” on page
F-25.

Net Earnings/Loss per Share, page F-25

16.

We note that you have not
provided earnings per share information within your interim
financial statements. Please revise your disclosures to provide the
information required by ASC 260-10-45 and ASC
260-10-50.

Response: Our interim financial
statements have been revised to include the earnings per share
disclosure required by ASC 260-10-45 and ASC
260-10-50.

If you
have any further comments or questions regarding our response,
please contact Joseph M. Lucosky, Lucosky Brookman LLP at (732)
690-8515 and by email
at jlucosky@lucbro.com. If you
cannot reach him, please contact Ernest M. Stern, Culhane Meadows
PLLC at (301) 910-2030 and by email at estern@cm.la

United States securities and exchange commission logo
July 5, 2022
Wayne Tupuola
Chief Executive Officer
Laser Photonics Corporation
1101 N. Keller Road, Suite G
Orlando, FL 32810
Re:Laser Photonics Corporation
Amendment No. 8 to Registration Statement on Form S-1
Filed June 21, 2022
File No. 333-261129
Dear Mr. Tupuola:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our May 10, 2022 letter.
Amendment No. 8 to Registration Statement on Form S-1 filed June 21, 2022
General
1.We note your disclosure on pages 38-39 about the effect of the COVID-19 global
pandemic.  Please ensure that you update the disclosure to discuss
whether recent increased cases of COVID-19 and/or shutdowns related to additional or
increased outbreaks have had a material impact on your operations, supply chain, liquidity
or capital resources.
2.We note your disclosure on page 42 that "Inflation did not have a material impact on
[y]our operations for the applicable period." Please ensure that you have updated the
disclosure to discuss, if applicable, recent inflationary pressures have materially impacted
your operations. In this regard, identify the types of inflationary pressures you are facing

 FirstName LastNameWayne Tupuola
 Comapany NameLaser Photonics Corporation
 July 5, 2022 Page 2
 FirstName LastNameWayne Tupuola
Laser Photonics Corporation
July 5, 2022
Page 2
and how your business has been affected. Please expand to identify the principal factors
contributing to the inflationary pressures the company has experienced and clarify the
resulting impacts to the company. Also identify actions planned or taken, if any, to
mitigate inflationary pressures.
3.Please describe the extent and nature of the role of the board of directors in overseeing
risks related to Russia’s invasion of Ukraine. This could include risks related to
cybersecurity, sanctions, employees based in affected regions, and supply
chain/suppliers/service providers in affected regions as well as risks connected with
ongoing or halted operations or investments in affected regions.
4.To the extent material, disclose any new or heightened risk of potential cyberattacks by
state actors or others since Russia’s invasion of Ukraine and whether you have taken
actions to mitigate such potential risks.
5.Please disclose whether and how your business segments, products, lines of service,
projects, or operations are materially impacted by supply chain disruptions, especially in
light of Russia’s invasion of Ukraine. For example, discuss whether you have or expect to:

• suspend the production, purchase, sale or maintenance of certain items;
• experience higher costs due to constrained capacity or increased commodity prices or
challenges sourcing materials (e.g., nickel, palladium, neon, cobalt, iron, platinum or other
raw material sourced from Russia, Belarus, or Ukraine);
• experience surges or declines in consumer demand for which you are unable to
adequately adjust your supply;
• be unable to supply products at competitive prices or at all due to export restrictions,
sanctions, tariffs, trade barriers, or political or trade tensions among countries or the
ongoing invasion; or
• be exposed to supply chain risk in light of Russia’s invasion of Ukraine and/or related
geopolitical tension or have sought, made or announced plans to “de-globalize” your
supply chain.

Explain whether and how you have undertaken efforts to mitigate the impact and where
possible quantify the impact to your business.
6.To the extent changes made to the Form S-1/A also impact the information included
within your annual and quarterly periodic reports, please amend those reports, as
necessary, to reflect the applicable revisions.
Exhibit Index, page 95
7.Please file an opinion of counsel as to the legality of all securities included in the fee
table.  For example, file the opinion required by Item 601(b)(5) of Regulation S-K
regarding the units mentioned in the fee table.  Please note that a binding obligation is
appropriate for the legality of the units.  For guidance, see section II.B.1.h of Staff Legal
Bulletin No. 19 (October 14, 2011).  In addition, it does not appear that counsel's opinion
covers the securities being offered in connection with the representative's units.  Also,

 FirstName LastNameWayne Tupuola
 Comapany NameLaser Photonics Corporation
 July 5, 2022 Page 3
 FirstName LastName
Wayne Tupuola
Laser Photonics Corporation
July 5, 2022
Page 3
please ensure that the opinion addresses all relevant jurisdictions. In this regard, we note
that section 7.12(a) of exhibit 4.2 refers to the laws of the State of New York.
Exhibit 23.1, page 95
8.Please obtain and file a revised consent from your auditor that references the appropriate
financial statements and audit report date.
Balance Sheet, page F-3
9.We note that your "Long Term Liabilities" balance as of December 31, 2020 was revised
from $1,169,373 to $5,242,832.  Please tell us the reason for this revision and, if related to
the correction of an error, mark the applicable financial statements "as restated," provide
the disclosures required by ASC 250-10-50-7 through -10, and ensure that the restatement
is discussed in your audit report.  Additionally, the long term liabilities amount as of
December 31, 2020 on page F-12 does not agree with the amount on the balance sheet.
Please revise to address this inconsistency.
10.Please ensure that the "Additional Paid in Capital," “Laser Photonics Corp Equity,” and
“Total Liabilities & Equity” balances as of December 31, 2020 are appropriately stated
and that you correct all inconsistencies between your balance sheet and statement of
stockholders' equity (deficit).
Statements of Liability and Stockholders' Equity (Deficit), page F-5
11.We have reviewed your response to comment 7.  Please revise the “statements of liability
and stockholders’ equity (deficit)” title on page F-5 to be consistent with the "statements
of stockholders’ equity (deficit)" title referenced in the audit report.
Statements of Cash Flows, page F-6
12.We note that your balances for fiscal 2021 net cash used in operating activities and net
cash provided by financing activities changed significantly from those disclosed in the
prior amendment.  Please tell us the reasons for these revisions and, if related to the
correction of errors, mark the applicable financial statements "as restated," provide the
disclosures required by ASC 250-10-50-7 through -10, and ensure that the restatement is
discussed in your audit report.  In addition, it does not appear that your cash flow
classifications for the "Depreciation and amortization," "Accumulated Amortization,"
"Operating lease right-of-use," and "Deferred Lease Liability" line items comply with
ASC 230-10-45 and ASC 842-20-45-5.  Please correct your statements of cash flows as
necessary and ensure any errors identified are disclosed pursuant to the aforementioned
ASC 250 guidance and that the applicable periodic reports are amended for any material
restatements.  Also tell us how these matters impacted your previous conclusions that
disclosure controls and procedures were effective.

 FirstName LastNameWayne Tupuola
 Comapany NameLaser Photonics Corporation
 July 5, 2022 Page 4
 FirstName LastName
Wayne Tupuola
Laser Photonics Corporation
July 5, 2022
Page 4
Note 2 - Summary of Significant Accounting Policies
Intangible Assets, page F-9
13.We note that your disclosure still erroneously indicates that your intangible assets
are deemed to have indefinite lives.  Please correct this disclosure as previously
requested.
Statements of Shareholders' Equity, page F-21
14.We note your response to prior comment 4.  Please revise your statement of shareholders’
equity for the quarterly period ended March 31, 2021 to give retroactive effect to the
reverse stock split.  Additionally, we note that the “Accumulated Deficit” heading does
not appear to be appropriate, as all of the balances, except for the January 1, 2021 balance,
reflect positive retained earnings.  Please revise the heading accordingly.
Notes to Financial Statements, page F-22
15.Please address the following comments related to your interim financial statement
footnotes:
•Update any legacy GAAP references for the appropriate FASB codification
reference.  For example, you reference SFAS 86 on page F-24.
•Review all amounts disclosed in your footnotes to ensure they are appropriately
stated and internally consistent with your other disclosures.  For example, the
issuance dates of the promissory notes to ICT in your Long Term Liabilities
disclosures on page F-26 do not agree to those disclosed on page F-12.
•Ensure that you appropriately update disclosures related to prior periods for fiscal
2022 first quarter developments, such as your disclosure related to "Fair Value of
Financial Instruments" on page F-26.
Net Earnings/Loss per Share, page F-25
16.We note that you have not provided earnings per share information within your interim
financial statements.  Please revise your disclosures to provide the information required by
ASC 260-10-45 and ASC 260-10-50.
            You may contact Eiko Yaoita Pyles, Staff Accountant, at 202-551-3587 or Andrew
Blume, Staff Accountant, at 202-551-3254 if you have questions regarding comments on the
financial statements and related matters.  Please contact Thomas Jones, Staff Attorney, at 202-
551-3602 or Sherry Haywood, Staff Attorney, at 202-551-3345 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

 FirstName LastNameWayne Tupuola
 Comapany NameLaser Photonics Corporation
 July 5, 2022 Page 5
 FirstName LastName
Wayne Tupuola
Laser Photonics Corporation
July 5, 2022
Page 5
cc:       Ernest M. Stern, Esq.

CORRESP
1
filename1.htm

laser_corresp.htmLASER PHOTONICS CORPORATION

 1101 N. Keller Road, Suite G

 Orlando, FL 32810

 June 21, 2022

 Via Edgar Correspondence

 Thomas Jones, Esq.

 Staff Attorney

 Office of Manufacturing Division of Corporation Finance

 Securities and Exchange Commission 100 F Street, N.E.

 Washington, DC 20549

      Re:

   Laser Photonics Corporation

 Amendment No. 7 to Registration Statement on Form S-1

 Filed April 29, 2022

 File No. 333-261129

 Dear Mr. Jones:

 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 May10, 2022, with respect to Amendment No. 7 to the registration statement on Form S-1 (File No. 333261129) that was confidentially submitted to the Commission on Form DRS on July 28, 2021 and amended on September 29, 2021, December 23, 2021, January 19, 2021, February 7, 2022, February 23, 2022, March 2, 2022, March 13, 2022 and April 29, 2022 (the “Registration Statement”). This letter is being submitted together with the filing of the Company’s Amendment No. 8 to the Registration Statement (“Amendment No. 8”). The numbered paragraph below corresponds to the numbered comment in that letter. The Staff’s comment is presented in bold italics.

 Amendment No. 7 to Registration Statement on Form S-1 filed April 29, 2022

 Risk Factors, page 11

     1.

   Please ensure that you have updated the disclosure in this section. For example, we note the disclosure in the last risk factor on page 29 and the disclosure in the first risk factor on page 30 regarding your internal control for financial reporting and disclosure controls and procedures, respectively. However, your disclosure in the first paragraph on page 30 appears to refer to internal control and disclosure controls and procedures as of September 30, 2021 in view of the reference on page 30 to your "latest 10-Q filed on November 19, 2021." Regarding the certifications mentioned in the last paragraph on page 29, tell us with specificity where you filed the certifications as exhibits to your Annual Report on Form 10-K for the fiscal year ended December 31, 2021. To the extent management concluded that internal control over financial reporting and disclosure controls and procedures were not effective as of December 31, 2021, then discuss your remediation plan including the expected timing of such activities and any material costs you expect to incur.

   Response: We have updated our disclosure regarding our internal control for financial reporting to reference our filing of our Form 10-Q for the period ending March 31, 2022 and our management’s conclusion that our internal controls were effective. We have filed amendments to both our Form 10-Q for the three months ended June 30, 2021 and September 30, 2021 to state that management incorrectly stated that the Company’s internal controls and procedures were ineffective and to state that such internal controls and procedures were effective. To avoid these misstatements and to strengthen the Company’s internal controls and procedures until the Company employs a Chief Financial Officer, the Company has engaged on February 11, 2022 the CPA firm Moss, Krusick & Associates, LLC to prepare the Company’s financial statements and assist its bookkeeper in adjusting the Company’s books of accounts to prepare a working trial balance from which the financial statements can be prepared as well as CFO Systems on April 18, 2022 to function as an outsourced CFO to ensure that the Company’s filings with the SEC comply with the SEC’s financial statement disclosure rules.

 Thomas Jones

 June 21, 2022

 Page 2 of 4

   In addition, we have filed an amended Form 10-K to include the required certifications of our CEO and CFO in accordance with Rule 13a-14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that were inadvertently not included by our EDGAR filer as well as to respond to the Commission’s comments below.

 Capitalization, page 35

     2.

   The retained earnings and total stockholders’ equity amounts in the "Actual" column are not consistent with the amounts in your audited financial statements. Please revise your disclosures to address these inconsistencies.

   Response: We have revised our disclosure to make the retained earnings and total stockholder’s’ equity amounts in the “Actual” column consistent with the mounts in our audited financial statements.

 Exhibit 23.1, page 94

     3.

   Please obtain and file a consent from your independent registered accounting firm with the next amendment to your registration statement. Refer to Item 601(b)(23) of Regulation S- K.

   Response: We have obtained and filed with Amendment No. 8 a consent from our independent registered accounting firm.

 Audited Financial Statements, page F-1

     4.

   Your disclosures on page iii indicate that, unless otherwise noted, the share and per share information provided in the filing reflect a proposed 1-for-6 reverse stock split of your outstanding common stock that will "occur immediately following the effective time that the registration statement...is declared effective." It appears, however, that the only amounts adjusted for the reverse split are those within the last line item of page F-5. Please tell us how you assessed SAB Topic 4:C and ASC 260-10-55-12 in determining whether or not to give retroactive effect to the reverse split within your financial statements and related disclosures. In doing so, confirm if the reverse split will occur before, at, or after the time the registration statement is declared effective.

   Response: We have revised our disclosure to make clear that the reverse split has already occurred and that our financial statements and related disclosures in Amendment No. 8 give retroactive effect to the reverse split.

 Balance Sheet, page F-3

     5.

   Please revise your balance sheet to address the following items:

   ·

  Remove the dividends paid, net income, and dividends paid per share line items from your balance sheet.

   ·

  The retained earnings balances do not appear to be correctly stated. Revise the balances as necessary.

   ·

  Present the number of common shares authorized, issued, and outstanding, as well as the par value of your common stock.

     Response: We have revised our balance sheet to address each of the points in this comment and dividends paid are included in the cash flow statement.

 Thomas Jones

 June 21, 2022

 Page 3 of 4

 Statements of Profit and Loss, page F-4

     6.

   Please remove the EBITDA line item from your statement of profit and loss. Refer to Item 10(e)(1)(ii)(C) of Regulation S-K.

   Response: We have removed the EBITDA line item from our statement of profit and loss in Amendment No. 8.

 Statements of Liability and Stockholders' Equity, page F-5

     7.

   Please address the following comments related to your statements of stockholders' equity:

   ·

  Ensure that all ending balances are internally consistent with the amounts on your balance sheet.

   ·

  Although you have a fiscal year end of December 31, we note that you present balances as of January 1, 2021. Revise your disclosures as necessary to address this inconsistency.

   ·

  Revise to present the changes in your stockholders’ equity balances between September 30, 2020 and December 31, 2020.

   ·

  Revise the title of this statement to be consistent with the statement of "stockholders’ equity (deficit)" referenced in the audit report.

     Response: We have revised our disclosure in Amendment No. 8 to address each of the points in this comment.

 Statements of Cash Flows, page F-6

     8.

   Please revise your statements of cash flows to break out all components of your operating, investing, and financing cash flows into separate line items. Refer to ASC 230-10-45 and the illustrative examples in ASC 230-10-55.

   Response: We have revised our statements of cash flows to break out all components of our operating, investing and financing cash flows into separate line items.

 Notes to Financial Statements, page F-7

     9.

   Please address the following comments related to your financial statement footnotes:

   ·

  Review all amounts disclosed in your footnotes to ensure they are appropriately stated and internally consistent with your other disclosures. For example, the cash and stockholders’ equity balances as of December 31, 2021 disclosed on pages F- 8 and F-17, respectively, do not agree to your balance sheet and the accounts receivable allowance as of December 31, 2021 quantified on page F-8 is equivalent to the December 31, 2020 accounts receivable balance disclosed on your balance sheet.

   ·

  Ensure that you appropriately update disclosures related to fiscal 2020 for fiscal 2021 developments, such as your disclosures related to COVID-19 on page F-7.

   ·

  Revise to disclose all material transaction with ICT Investments, LLC that occurred during fiscal 2020 and 2021.

   ·

  Revise your subsequent events footnote to disclose any material transactions that occurred in fiscal 2022, if any. Also disclose the specific date through which subsequent events have been evaluated and state whether such date is the date the financial statements were issued or the date the financial statements were available to be issued. See ASC 855-10-50-1.

   ·

  Update any legacy GAAP references for the appropriate FASB codification reference. For example, you reference SFAS 86 on page F-9.

     Response: We have revised our disclosure in Amendment No. 8 to address each of these comments.

 Thomas Jones

 June 21, 2022

 Page 4 of 4

 If you have any further comments or questions regarding our response, please contact our legal counsel, Ernest M. Stern, Culhane Meadows 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., Culhane Meadows PLLC

 Christopher J. Bellini, Esq., Cozen O’Connor

 Seth Popick, Cozen O’Connor

United States securities and exchange commission logo
May 10, 2022
Wayne Tupuola
Chief Executive Officer
Laser Photonics Corporation
1101 N. Keller Road, Suite G
Orlando, FL 32810
Re:Laser Photonics Corporation
Amendment No. 7 to Registration Statement on Form S-1
Filed April 29, 2022
File No. 333-261129
Dear Mr. Tupuola:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our April 13, 2022 letter.
Amendment No. 7 to Registration Statement on Form S-1 filed April 29, 2022
Risk Factors, page 11
1.Please ensure that you have updated the disclosure in this section.  For example, we note
the disclosure in the last risk factor on page 29 and the disclosure in the first risk factor on
page 30 regarding your internal control for financial reporting and disclosure controls and
procedures, respectively.  However, your disclosure in the first paragraph on page 30
appears to refer to internal control and disclosure controls and procedures as of
September 30, 2021 in view of the reference on page 30 to your "latest 10-Q filed on
November 19, 2021."  Regarding the certifications mentioned in the last paragraph on
page 29, tell us with specificity where you filed the certifications as exhibits to your
Annual Report on Form 10-K for the fiscal year ended December 31, 2021.  To the extent

 FirstName LastNameWayne Tupuola
 Comapany NameLaser Photonics Corporation
 May 10, 2022 Page 2
 FirstName LastName
Wayne Tupuola
Laser Photonics Corporation
May 10, 2022
Page 2
management concluded that internal control over financial reporting and disclosure
controls and procedures were not effective as of December 31, 2021, then discuss your
remediation plan including the expected timing of such activities and any material costs
you expect to incur.
Capitalization, page 35
2.The retained earnings and total stockholders’ equity amounts in the "Actual" column are
not consistent with the amounts in your audited financial statements.  Please revise your
disclosures to address these inconsistencies.
Exhibit 23.1, page 94
3.Please obtain and file a consent from your independent registered accounting firm with the
next amendment to your registration statement.  Refer to Item 601(b)(23) of Regulation S-
K.
Audited Financial Statements, page F-1
4.Your disclosures on page iii indicate that, unless otherwise noted, the share and per share
information provided in the filing reflect a proposed 1-for-6 reverse stock split of your
outstanding common stock that will "occur immediately following the effective time that
the registration statement...is declared effective."  It appears, however, that the only
amounts adjusted for the reverse split are those within the last line item of page F-5.
Please tell us how you assessed SAB Topic 4:C and ASC 260-10-55-12 in determining
whether or not to give retroactive effect to the reverse split within your financial
statements and related disclosures.  In doing so, confirm if the reverse split will occur
before, at, or after the time the registration statement is declared effective.
Balance Sheet, page F-3
5.Please revise your balance sheet to address the following items:
•Remove the dividends paid, net income, and dividends paid per share line items from
your balance sheet.
•The retained earnings balances do not appear to be correctly stated.  Revise the
balances as necessary.
•Present the number of common shares authorized, issued, and outstanding, as well as
the par value of your common stock.
Statements of Profit and Loss, page F-4
6.Please remove the EBITDA line item from your statement of profit and loss.  Refer to
Item 10(e)(1)(ii)(C) of Regulation S-K.

 FirstName LastNameWayne Tupuola
 Comapany NameLaser Photonics Corporation
 May 10, 2022 Page 3
 FirstName LastName
Wayne Tupuola
Laser Photonics Corporation
May 10, 2022
Page 3
Statements of Liability and Stockholders' Equity, page F-5
7.Please address the following comments related to your statements of stockholders' equity:
•Ensure that all ending balances are internally consistent with the amounts on your
balance sheet.
•Although you have a fiscal year end of December 31, we note that you present
balances as of January 1, 2021.  Revise your disclosures as necessary to address this
inconsistency.
•Revise to present the changes in your stockholders’ equity balances between
September 30, 2020 and December 31, 2020.
•Revise the title of this statement to be consistent with the statement of "stockholders’
equity (deficit)" referenced in the audit report.
Statements of Cash Flows, page F-6
8.Please revise your statements of cash flows to break out all components of your operating,
investing, and financing cash flows into separate line items.  Refer to ASC 230-10-45 and
the illustrative examples in ASC 230-10-55.
Notes to Financial Statements, page F-7
9.Please address the following comments related to your financial statement footnotes:
•Review all amounts disclosed in your footnotes to ensure they are appropriately
stated and internally consistent with your other disclosures.  For example, the cash
and stockholders’ equity balances as of December 31, 2021 disclosed on pages F-
8 and F-17, respectively, do not agree to your balance sheet and the accounts
receivable allowance as of December 31, 2021 quantified on page F-8 is equivalent to
the December 31, 2020 accounts receivable balance disclosed on your balance sheet.
•Ensure that you appropriately update disclosures related to fiscal 2020 for fiscal 2021
developments, such as your disclosures related to COVID-19 on page F-7.
•Revise to disclose all material transaction with ICT Investments, LLC that occurred
during fiscal 2020 and 2021.
•Revise your subsequent events footnote to disclose any material transactions that
occurred in fiscal 2022, if any.  Also disclose the specific date through which
subsequent events have been evaluated and state whether such date is the date the
financial statements were issued or the date the financial statements were available to
be issued.  See ASC 855-10-50-1.
•Update any legacy GAAP references for the appropriate FASB codification
reference.  For example, you reference SFAS 86 on page F-9.

 FirstName LastNameWayne Tupuola
 Comapany NameLaser Photonics Corporation
 May 10, 2022 Page 4
 FirstName LastName
Wayne Tupuola
Laser Photonics Corporation
May 10, 2022
Page 4
            You may contact Eiko Yaoita Pyles, Staff Accountant, at 202-551-3587 or Andrew
Blume, Staff Accountant, at 202-551-3254 if you have questions regarding comments on the
financial statements and related matters.  Please contact Thomas Jones, Staff Attorney, at 202-
551-3602 or Sherry Haywood, Staff Attorney, at 202-551-3345 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Ernest M. Stern, Esq.

CORRESP
1
filename1.htm

laserphontonicsresponseto

LASER PHOTONICS CORPORATION

1101 N.
Keller Road, Suite G

Orlando,
FL 32810

April
29, 2022

Via Edgar Correspondence

Thomas
Jones, Esq.

Staff
Attorney

Office
of Manufacturing Division of Corporation Finance

Securities
and Exchange Commission 100 F Street, N.E.

Washington,
DC 20549

 Re:

Laser Photonics
Corporation

Amendment No. 6 to Registration Statement on
Form S-1

Filed March 24,
2022

File No. 333-261129

Dear
Mr. Jones:

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 April 13, 2022, with
respect to Amendment No. 6 to the registration statement on Form
S-1 (File No. 333261129) that was confidentially submitted to the
Commission on Form DRS on July 28, 2021 and amended on September
29, 2021, December 23, 2021, January 19, 2021, February 7, 2022,
February 23, 2022, March 2, 2022 and March 13, 2022 (the
“Registration Statement”). This letter is being
submitted together with the filing of the Company’s Amendment
No. 7 to the Registration Statement (“Amendment No.
7”). The numbered paragraph below corresponds to the numbered
comment in that letter. The Staff’s comment is presented in
bold italics.

Amendment No. 6 to Registration Statement on Form S-1 filed March
24, 2022 The warrants offered hereby designate the state and
federal courts, page 28

1.

Please revise the disclosure on page 28 as requested in prior
comments 1 and 2. We note your revised disclosure on page
83.

Response: We have revised our
disclosure on page 28 to make clear that the forum selection clause
does not apply to claims under the Securities Act and the Exchange
Act.

We also
have updated the disclosure to reflect the audited financial
statements for the year ended December 31, 2022 and the applicable
financial information for the year ended December 31, 2022. If you
have any further comments or questions regarding our response,
please contact our legal counsel, Ernest M. Stern,
Culhane Meadows 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., Culhane Meadows PLLC

Christopher J. Bellini,  Esq., Cozen
O’Connor

Seth
Popick, Cozen O’Connor

United States securities and exchange commission logo
April 13, 2022
Wayne Tupuola
Chief Executive Officer
Laser Photonics Corporation
1101 N. Keller Road, Suite G
Orlando, FL 32810
Re:Laser Photonics Corporation
Amendment No. 6 to Registration Statement on Form S-1
Filed March 24, 2022
File No. 333-261129
Dear Mr. Tupuola:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our March 22, 2022 letter.
Amendment No. 6 to Registration Statement on Form S-1 filed March 24, 2022
The warrants offered hereby designate the state and federal courts, page 28
1.Please revise the disclosure on page 28 as requested in prior comments 1 and 2.  We note
your revised disclosure on page 83.

 FirstName LastNameWayne Tupuola
 Comapany NameLaser Photonics Corporation
 April 13, 2022 Page 2
 FirstName LastName
Wayne Tupuola
Laser Photonics Corporation
April 13, 2022
Page 2
            You may contact Eiko Yaoita Pyles, Staff Accountant, at 202-551-3587 or  Andrew
Blume, Staff Accountant, at 202-551-3254 if you have questions regarding comments on the
financial statements and related matters.  Please contact Thomas Jones, Staff Attorney, at 202-
551-3602 or Sherry Haywood, Staff Attorney, at 202-551-3345 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Ernest M. Stern, Esq.

CORRESP
1
filename1.htm

laser_corresp.htmLASER PHOTONICS CORPORATION

 1101 N. Keller Road, Suite G

 Orlando, FL 32810

 March 24, 2022

 Via Edgar Correspondence

 Thomas Jones, Esq.

 Staff Attorney

 Office of Manufacturing Division of Corporation Finance

 Securities and Exchange Commission 100 F Street, N.E.

 Washington, DC 20549

   Re:

   Laser Photonics Corporation

   Amendment No. 5 to Registration Statement on Form S-1 Filed March 2, 2022

   File No. 333-261129

 Dear Mr. Jones:

 Laser Photonics Corporation (the “Company”) is transmitting this letter in response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated March 22, 2022, with respect to Amendment No. 5 to the registration statement on Form S--1 (File No. 333-261129) that was confidentially submitted to the Commission on Form DRS on July 28, 2021 and amended on September 29, 2021, December 23, 2021, January 19, 2021, February 7, 2022, February 23, 2022 and March 2, 2022 (the “Registration Statement”). This letter is being submitted together with the filing of the Company’s Amendment No. 6 to the Registration Statement (“Amendment No. 6”). The numbered paragraphs below correspond to the numbered comments in that letter. The Staff’s comments are presented in bold italics.

 Amendment No. 5 to Registration Statement on Form S-1 filed March 2, 2022

 The warrants offered hereby designate the state and federal courts,

 page 28

   1.

   We note your response to prior comment 1 and your disclosure on pages 28 and 83. Please disclose that the warrant agent agreement provides that each of the parties to the agreement waives the right to a trial by jury in any action or proceeding arising out of or relating to the warrant agreement. In this regard, we note section 7.12(a) on page 7 of exhibit 4.2. Also, revise to clarify whether such jury trial waiver applies to holders of the warrants. If so, describe such provision in your prospectus and also disclose whether the provision applies to federal securities law claims. If the provision applies to holders of the warrants and also applies to federal securities law claims, please include related risk factor disclosure, address in your disclosure any question regarding whether or not a court would enforce the provision, and state that investors cannot waive compliance with the federal securities laws and the rules and regulations promulgated thereunder. If the provision does not apply to federal securities law claims, please ensure that the warrant agreement states this clearly.

 Thomas Jones

 March 24, 2022

 Page 2 of 3

   Response: We have amended our disclosure to state that the current section 7.12(a) of the Warrant Agent Agreement provides that there is a provision under which the parties waive the right to a trial by jury but that such waiver does not include proceedings arising under the Securities Act or the Exchange Act since section 7.12(a) states as follows (emphasis added): “Each of the parties hereto hereby waives the right to a trial by jury in any action or proceeding arising out of or relating to this Warrant Agreement other than those arising under the Securities Act or the Exchange Act.” The Common Stock Purchase Warrant (the “warrant agreement”) does not contain a provision for a waiver of a jury trial by either party. Further, section 4(o) of the warrant agreement states that only in the event of a conflict of terms will the terms of the Warrant Agent Agreement govern and be controlling. Accordingly, we have clarified in our disclosure that holders of the warrants under the terms of the warrant agreement are not subject to the waiver of jury trial provision of the Warrant Agent Agreement.

   2.

   We note your response to prior comment 2 and your disclosure on pages 28 and 83. Please discuss the provision that each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by the warrant (whether brought against a party to the warrant or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York; and that each party further submits to the exclusive jurisdiction of the state and federal courts sitting in for the adjudication of any dispute in connection with any transaction contemplated under the warrant. In this regard, we note section 5(e) on page 24 in exhibit 4.2. Please disclose whether this provision applies to actions arising under the Securities Act or Exchange Act. If the provision applies to actions arising under the Securities Act or Exchange Act, please also add related risk factor disclosure. If this provision does not apply to actions arising under the Securities Act or Exchange Act, please also ensure that the provision in exhibit 4.2 states this clearly.

   Response: Section 5(e) of the warrant agreement currently states that the exclusive forum provision does not apply to actions arising under the Securities Act or the Exchange Act. It reads as follows (emphasis added): “Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York other than for claims arising under the Securities Act or Exchange Act.” Accordingly, we respectfully advise the Staff that no additional changes have been made to our disclosure in response to this comment.

 Thomas Jones

 March 24, 2022

 Page 3 of 3

   3.

   We note the fee-shifting provision set forth in section 5(e) of your common stock purchase warrant. Please disclose such provision in your prospectus, including disclosure of the types of actions covered by the provision, and state whether you intend to apply the provision to claims under the federal securities laws. Also disclose the level of recovery required by the plaintiff to avoid payment. In addition, please disclose who is subject to the provision and who would be allowed to recover (e.g., company, directors, officers, affiliates). In addition, please include risk factor disclosure that the provision could discourage security holder lawsuits that might otherwise benefit the company and its security holders.

   Response: We have disclosed the fee-shifting provision in our prospectus, the level of recovery by the plaintiff to avoid payment, the persons allowed to recover and a risk factor that this provision could discourage security holder lawsuits that might otherwise benefit the company and its shareholders.

 General

   4.

   Please remove the Filing Fee Table from the cover page and file it as an exhibit to this registration statement. Refer to Item 601(b)(107) of Regulation S-K.

   Response: We have removed the filing fee table from the cover page and filed it as an exhibit to our registration statement.

 If you have any further comments or questions regarding our response, please contact our legal counsel, Ernest M. Stern, Culhane Meadows PLLC at (301) 910-2030 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., Culhane Meadows PLLC

 Christopher J. Bellini, Esq., Cozen O’Connor

 Seth Popick, Cozen O’Connor

United States securities and exchange commission logo
March 22, 2022
Wayne Tupuola
Chief Executive Officer
Laser Photonics Corporation
1101 N. Keller Road, Suite G
Orlando, FL 32810
Re:Laser Photonics Corporation
Amendment No. 5 to Registration Statement on Form S-1
Filed March 2, 2022
File No. 333-261129
Dear Mr. Tupuola:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our March 1, 2022 letter.
Amendment No. 5 to Registration Statement on Form S-1 filed March 2, 2022
The warrants offered hereby designate the state and federal courts, page 28
1.We note your response to prior comment 1 and your disclosure on pages 28 and 83. Please
disclose that the warrant agent agreement provides that each of the parties to the
agreement waives the right to a trial by jury in any action or proceeding arising out of or
relating to the warrant agreement.  In this regard, we note section 7.12(a) on page 7 of
exhibit 4.2.  Also, revise to clarify whether such jury trial waiver applies to holders of the
warrants. If so, describe such provision in your prospectus and also disclose whether the
provision applies to federal securities law claims. If the provision applies to holders of the
warrants and also applies to federal securities law claims, please include related risk factor
disclosure, address in your disclosure any question regarding whether or not a court would

 FirstName LastNameWayne Tupuola
 Comapany NameLaser Photonics Corporation
 March 22, 2022 Page 2
 FirstName LastName
Wayne Tupuola
Laser Photonics Corporation
March 22, 2022
Page 2
enforce the provision, and state that investors cannot waive compliance with the federal
securities laws and the rules and regulations promulgated thereunder. If the provision does
not apply to federal securities law claims, please ensure that the warrant agreement states
this clearly.
2.We note your response to prior comment 2 and your disclosure on pages 28 and 83. Please
discuss the provision that each party agrees that all legal proceedings concerning the
interpretations, enforcement and defense of the transactions contemplated by the warrant
(whether brought against a party to the warrant or their respective affiliates, directors,
officers, shareholders, partners, members, employees or agents) shall be commenced
exclusively in the state and federal courts sitting in the City of New York; and that each
party further submits to the exclusive jurisdiction of the state and federal courts sitting in
for the adjudication of any dispute in connection with any transaction contemplated under
the warrant.  In this regard, we note section 5(e) on page 24 in exhibit 4.2.  Please
disclose whether this provision applies to actions arising under the Securities Act or
Exchange Act. If the provision applies to actions arising under the Securities Act or
Exchange Act, please also add related risk factor disclosure. If this provision does not
apply to actions arising under the Securities Act or Exchange Act, please also ensure that
the provision in exhibit 4.2 states this clearly.
3.We note the fee-shifting provision set forth in section 5(e) of your common stock
purchase warrant. Please disclose such provision in your prospectus, including disclosure
of the types of actions covered by the provision, and state whether you intend to apply the
provision to claims under the federal securities laws. Also disclose the level of recovery
required by the plaintiff to avoid payment. In addition, please disclose who is subject to
the provision and who would be allowed to recover (e.g., company, directors, officers,
affiliates). In addition, please include risk factor disclosure that the provision could
discourage security holder lawsuits that might otherwise benefit the company and its
security holders.
General
4.Please remove the Filing Fee Table from the cover page and file it as an exhibit to this
registration statement. Refer to Item 601(b)(107) of Regulation S-K.

 FirstName LastNameWayne Tupuola
 Comapany NameLaser Photonics Corporation
 March 22, 2022 Page 3
 FirstName LastName
Wayne Tupuola
Laser Photonics Corporation
March 22, 2022
Page 3
            You may contact Eiko Yaoita Pyles, Staff Accountant, at 202-551-3587 or Andrew
Blume, Staff  Accountant, at 202-551-3254 if you have questions regarding comments on the
financial statements and related matters.  Please contact Thomas Jones, Staff Attorney, at 202-
551-3602 or Sherry Haywood, Staff Attorney, at 202-551-3345 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Ernest M. Stern, Esq.

CORRESP
1
filename1.htm

laser_corresp.htmLASER PHOTONICS CORPORATION

 1101 N. Keller Road, Suite G

 Orlando, FL 32810

 March 2, 2022

 Via Edgar Correspondence

 Thomas Jones, Esq.

 Staff Attorney

 Office of Manufacturing Division of Corporation Finance

 Securities and Exchange Commission 100 F Street, N.E.

 Washington, DC 20549

   Re:

   Laser Photonics Corporation

 Amendment No. 4 to Registration Statement on Form S-1

 Filed February 23, 2022

 File No. 333-261129

 Dear Mr. Jones:

 Laser Photonics Corporation (the “Company”) is transmitting this letter in response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated March 1, 2022, with respect to Amendment No. 4 to the registration statement on Form S--1 (File No. 333-261129) that was confidentially submitted to the Commission on Form DRS on July 28, 2021 and amended on September 29, 2021, December 23, 2021, January 19, 2021, February 7, 2022 and February 23, 2022 (the “Registration Statement”). This letter is being submitted together with the filing of the Company’s Amendment No. 5 to the Registration Statement (“Amendment No. 5”). The numbered paragraphs below correspond to the numbered comments in that letter. The Staff’s comments are presented in bold italics.

 Amendment No. 4 to Registration Statement on Form S-1 filed February 23, 2022 Warrants, page 83

    1.

   We note your response to prior comment 4 and the waiver of a right to trial by jury provision in Section 7.12(a) of the warrant agent agreement filed as exhibit 4.2. Please expand the disclosure in this section to include a description of this provision and disclose whether the provision extends to U.S. federal securities law claims. If the jury trial waiver provision does apply to claims under the federal securities laws, please revise your disclosure to state that by agreeing to the provision, investors will not be deemed to have waived your compliance with the federal securities laws and the rules and regulations promulgated thereunder. Also, please provide additional risk factor disclosure related to the enforceability of the jury trial waiver provision.

   Response: We have expanded our disclosure to state that the waiver of a right to trial by jury in Section 7.12(a) of the Warrant Agent Agreement does not apply to claims under the U.S. federal securities laws.

   1

 Exhibit 4.2, page 97

    2.

   We note your response to prior comment 5 and the risk factor on page 28 about the exclusive forum provision for certain types of actions and proceedings. If this provision does not apply to actions arising under the Securities Act or Exchange Act, please ensure that the provision in the warrant agreement states this clearly.

   Response: We have clarified in the warrant agreement that the exclusive forum provision for certain actions and proceedings does not apply to actions arising under the Securities Act or Exchange Act.

 Exhibit 23.1, page 97

    3.

   We note that the auditor’s consent refers to your prior amendment, “Form S1/A3.” Please obtain a revised consent that refers to the appropriate registration statement amendment.

  Response: We have obtained a revised consent that refers to Amendment 5.

 If you have any further comments or questions regarding our response, please contact our legal counsel, Ernest M. Stern, Culhane Meadows PLLC at (301) 910-2030 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., Culhane Meadows PLLC

 Christopher J. Bellini, Esq., Cozen O’Connor

 Seth Popick, Cozen O’Connor

   2

United States securities and exchange commission logo
March 1, 2022
Wayne Tupuola
Chief Executive Officer
Laser Photonics Corporation
1101 N. Keller Road, Suite G
Orlando, FL 32810
Re:Laser Photonics Corporation
Amendment No. 4 to Registration Statement on Form S-1
Filed February 23, 2022
File No. 333-261129
Dear Mr. Tupuola:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our February 18, 2022 letter.
Amendment No. 4 to Registration Statement on Form S-1 filed February 23, 2022
Warrants, page 83
1.We note your response to prior comment 4 and the waiver of a right to trial by jury
provision in Section 7.12(a) of the warrant agent agreement filed as exhibit 4.2.  Please
expand the disclosure in this section to include a description of this provision and disclose
whether the provision extends to U.S. federal securities law claims. If the jury trial waiver
provision does apply to claims under the federal securities laws, please revise your
disclosure to state that by agreeing to the provision, investors will not be deemed to have
waived your compliance with the federal securities laws and the rules and regulations
promulgated thereunder. Also, please provide additional risk factor disclosure related to
the enforceability of the jury trial waiver provision.

 FirstName LastNameWayne Tupuola
 Comapany NameLaser Photonics Corporation
 March 1, 2022 Page 2
 FirstName LastName
Wayne Tupuola
Laser Photonics Corporation
March 1, 2022
Page 2
Exhibit 4.2, page 97
2.We note your response to prior comment 5 and the risk factor on page 28 about the
exclusive forum provision for certain types of actions and proceedings.  If this provision
does not apply to actions arising under the Securities Act or Exchange Act, please ensure
that the provision in the warrant agreement states this clearly.
Exhibit 23.1, page 97
3.We note that the auditor’s consent refers to your prior amendment, “Form S1/A3.”  Please
obtain a revised consent that refers to the appropriate registration statement amendment.
            You may contact Eiko Yaoita Pyles, Staff Accountant, at 202-551-3587 or Andrew
Blume, Staff Accountant, at 202-551-3254 if you have questions regarding comments on the
financial statements and related matters.  Please contact Thomas Jones, Staff Attorney, at 202-
551-3602 or Sherry Haywood, Staff Attorney, at 202-551-3345 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Ernest M. Stern, Esq.

United States securities and exchange commission logo
February 18, 2022
Wayne Tupuola
Chief Executive Officer
Laser Photonics Corporation
1101 N. Keller Road, Suite G
Orlando, FL 32810
Re:Laser Photonics Corporation
Amendment No. 3 to Registration Statement on Form S-1
Filed February 7, 2022
File No. 333-261129
Dear Mr. Tupuola:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our January 31, 2022 letter.
Amendment No. 3 to Registration Statement on Form S-1 filed February 7, 2022
Facing Page
1.We note your response to prior comment 1.  Please mark the registration statement
facing page in your next filing to identify the appropriate amendment number. For
example, the next amendment will be amendment no. 4 to Form S-1.
2.Based on revised disclosures in the registration statement, it appears that the registrant
may be offering the securities being registered on a delayed or continuous basis under
Rule 415.  If so, include the Rule 415 offering undertakings required by Item 512(a) of
Regulation S-K.  Also, check the Rule 415 box on the facing page of the registration
statement.

 FirstName LastNameWayne Tupuola
 Comapany NameLaser Photonics Corporation
 February 18, 2022 Page 2
 FirstName LastName
Wayne Tupuola
Laser Photonics Corporation
February 18, 2022
Page 2
Summary of Risk Factors, page 10
3.Please include bullet points to highlight the risks related to the warrants.
Description of our Securities, page 82
4.Please disclose the material terms of the warrants, such as transferability and governing
law.
Exhibits
5.Please file the warrant and warrant agreement as exhibits.
            You may contact Eiko Yaoita Pyles, Staff Accountant at (202) 551-3587 or Andrew
Blume, Staff Accountant at (202) 551-3254 if you have questions regarding comments on the
financial statements and related matters.  Please contact Thomas Jones, Staff Attorney at (202)
551-3602 or Sherry Haywood, Staff Attorney at (202) 551-3345 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Ernest M. Stern, Esq.

CORRESP
1
filename1.htm

laser_corresp

LASER PHOTONICS CORPORATION

1101 N.
Keller Road, Suite G

Orlando,
FL 32810

February 7,
2022

Via Edgar Correspondence

Thomas
Jones, Esq.

Staff
Attorney

Office
of Manufacturing Division of Corporation Finance

Securities
and Exchange Commission 100 F Street, N.E.

Washington,
DC 20549

Re:
Laser Photonics Corporation

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

Filed
January 19, 2022

File
No. 333-261129

Dear
Mr. Jones:

Laser
Photonics Corporation (the “Company”) is transmitting
this letter in response to comments received from the staff (the
“Staff”) of the Securities and Exchange Commission (the
“Commission”) by letter dated January 31, 2022, with
respect to Amendment No. 2 to the registration statement on Form
S­1 (File No. 333­261129) that was confidentially
submitted to the Commission on Form DRS on July 28, 2021 and
amended on September 29, 2021, December 23, 2021 and January 19,
2021 (the “Registration Statement”). This letter is
being submitted together with the filing of the Company’s
Amendment No. 3 to the Registration Statement on Form S­1
(“Amendment No. 3”). The numbered paragraphs below
correspond to the numbered comments in that letter. the
Staff’s comments are presented in bold italics. We also
respectfully advise the Staff that in light of current market
conditions the offering has been modified from offering solely
shares of the Company’s common stock to offering units
consisting of one share of common stock and a warrant exercisable
for five years to acquire shares of the Company’s common
stock at the same offering price of $5.00 per unit.

Amendment No. 2 to Registration
Statement on Form S-1 filed January 19, 2022 Facing Page

1.

Please mark the registration statement facing page in your next
filing to identify the appropriate amendment number.

Response: We have marked the
registration statement facing page to identify that it is Amendment
No. 3.

If we fail to establish and maintain an effective system of
internal controls, page 31

2.

We note your response to prior comment 7. Please ensure that you
have updated the disclosure in this risk factor to the extent
practicable. For example, provide disclosure about the reasons why
your disclosure controls and procedures were not effective and the
steps taken to address any material weakness. If your internal
control over financial reporting was also not effective, then
please address these risks as well. In this regard, we note the
disclosure on page 22 of your Form 10-Q for the quarterly period
ended June 30, 2021 that the officers concluded that your
disclosure controls and procedures were not effective.

Response: We have addressed the
reason for ineffective disclosure controls and procedures in our
“Use of Proceeds” section by stating that we will be
hiring a CFO, a controller and other personnel as part of our
accounting team so that there will be a segregation of duties in
terms of recording and reviewing financial transactions as opposed
to one person serving in that dual role as is the case now. We
respectfully advise the Staff that we believe that the risks
associated with a lack of effective internal controls have been
adequately addressed in our risk factor on page 31.

3.

To the extent you intend to use a portion of the proceeds from this
offering to remedy the weakness in your disclosure controls and
procedures, please discuss this in the “Use of
Proceeds” section. If you have no plans to remedy the
identified weakness, please disclose this in your risk
factor.

Response: We expect to employ a
CFO, controller and additional personnel to assist with the
financial record keeping at an anticipated cost of $500,000 that we
will take from the proceeds raised in this financing. We have
disclosed this information in the “Use of Proceeds”
section.

Executive Compensation, page 73

4.

We note your response to prior comment 2. Please continue to update
the disclosure in this section to reflect the most recently
completed fiscal year. For example, we note the disclosure on page
76 about awards to named executive officers during the fiscal years
ended December 31, 2019 and December 31, 2020 and the disclosure on
page 78 about compensation earned by or paid to directors for the
fiscal year ended December 31, 2020.

Response: We have updated our
disclosure in the Executive Compensation section to reflect that no
compensation was earned by or paid to directors for the fiscal year
ended December 31, 2021.

Certain Relationships and Related Party Transactions, page
79

5.

We note your response to prior comment 3. Please ensure that your
determination of the amount reflects the average of your total
assets for your last two fiscal years.

Response: We have revised the
threshold amount for this disclosure to reflect the average of our
total assets for the last two fiscal years.

Exhibit 23.1, page 97

6.

We note that the auditor’s consent refers to your prior
amendment, “Form S1/A1.” Please obtain a revised
consent that refers to the appropriate registration statement
amendment.

Response: We have obtained a
revised auditor’s consent that refers to Amendment No.
3.

If you
have any further comments or questions regarding our response,
please contact our legal counsel, Ernest M. Stern, Culhane Meadows
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., Culhane Meadows
PLLC

Christopher J.
Bellini, Esq., Cozen O’Connor

Seth Popick,
Esq., Cozen O’Connor

United States securities and exchange commission logo
January 31, 2022
Wayne Tupuola
Chief Executive Officer
Laser Photonics Corporation
1101 N. Keller Road, Suite G
Orlando, FL 32810
Re:Laser Photonics Corporation
Amendment No. 2 to Registration Statement on Form S-1
Filed January 19, 2022
File No. 333-261129
Dear Mr. Tupuola:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our January 11, 2022 letter.
Amendment No. 2 to Registration Statement on Form S-1 filed January 19, 2022
Facing Page
1.Please mark the registration statement facing page in your next filing to identify the
appropriate amendment number.
If we fail to establish and maintain an effective system of internal controls, page 31
2.We note your response to prior comment 7.  Please ensure that you have updated the
disclosure in this risk factor to the extent practicable.  For example, provide disclosure
about the reasons why your disclosure controls and procedures were not effective and the
steps taken to address any material weakness. If your internal control over financial
reporting was also not effective, then please address these risks as well.  In this regard, we

 FirstName LastNameWayne Tupuola
 Comapany NameLaser Photonics Corporation
 January 31, 2022 Page 2
 FirstName LastName
Wayne Tupuola
Laser Photonics Corporation
January 31, 2022
Page 2
note the disclosure on page 22 of your Form 10-Q for the quarterly period ended June 30,
2021 that the officers concluded that your disclosure controls and procedures were not
effective.
3.To the extent you intend to use a portion of the proceeds from this offering to remedy the
weakness in your disclosure controls and procedures, please discuss this in the “Use of
Proceeds” section. If you have no plans to remedy the identified weakness, please disclose
this in your risk factor.
Executive Compensation, page 73
4. We note your response to prior comment 2. Please continue to update the disclosure in
this section to reflect the most recently completed fiscal year.  For example, we note the
disclosure on page 76 about awards to named executive officers during the fiscal years
ended December 31, 2019 and December 31, 2020 and the disclosure on page 78 about
compensation earned by or paid to directors for the fiscal year ended December 31, 2020.
Certain Relationships and Related Party Transactions, page 79
5.We note your response to prior comment 3.  Please ensure that your determination of the
amount reflects the average of your total assets for your last two fiscal years.
Exhibit 23.1, page 97
6.We note that the auditor’s consent refers to your prior amendment, “Form S1/A1.”  Please
obtain a revised consent that refers to the appropriate registration statement amendment.
            You may contact Eiko Yaoita Pyles, Staff Accountant, at 202-551-3587 or Andrew
Blume, Staff Accountant, at 202-551-3254 if you have questions regarding comments on the
financial statements and related matters.  Please contact Thomas Jones, Staff Attorney, at 202-
551-3602 or Sherry Haywood, Staff Attorney, at 202-551-3345 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Ernest M. Stern, Esq.

CORRESP
1
filename1.htm

laser_corresp.htmLASER PHOTONICS CORPORATION

 1101 N. Keller Road, Suite G

 Orlando, FL 32810

 January 19, 2022

 Via Edgar Correspondence

 Thomas Jones, Esq.

 Staff Attorney

 Office of Manufacturing

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

 Re: Laser Photonics Corporation

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

 Filed December 23, 2021

 File No. 333-261129

 Dear Mr. Jones:

 Laser Photonics Corporation (the “Company”) is transmitting this letter in response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated January 11, 2022, with respect to Amendment No. 1 (“Amendment No. 1”) to the registration statement on Form S-1 (File No. 333-261129) that was confidentially submitted to the Commission on Form DRS on July 28, 2021 and amended on September 29, 2021 and December 23, 2021 (the “Registration Statement”). This letter is being submitted together with the filing of the Company’s Amendment No. 2 to the Registration Statement on Form S-1 (“Amendment No. 2”). The numbered paragraphs below correspond to the numbered comments in that letter; the Staff’s comments are presented in bold italics.

 Amendment No. 1 to Registration Statement on Form S-1 filed December 23, 2021

  Risk Factors, page 13

    1.

   We note your response to prior comment 15. Please include risk factors to:

 highlight the difference between the price paid per share of $0.06 by founders and the offering price per share. In this regard, we note the disclosure on page 11; and highlight the dilution that investors will experience in this offering. In this regard, we note the disclosure in the table on page 37.

   Response: We have amended our disclosure to revise the existing risk factor addressing dilution on page 13 of Amendment No. 2 to highlight the dilution that investors will experience in this offering.

  Executive Compensation, page 73

    2.

   Please update your executive compensation disclosure to reflect the most recently completed fiscal year.

   Response: We have updated the executive compensation disclosure to reflect the most recently completed fiscal year.

  Certain Relationships and Related Party Transactions, page 79

    3.

   We note your response to prior comment 10. Please tell us how you determined the amount of $79,899 based on the average of your total assets for your last two fiscal years. Also, ensure that the disclosure addresses the entire time period mentioned in Instruction 1 to Item 404. For example, we note the disclosure on page 79 about the unpaid principal amount of the promissory notes payable to ICT as of December 31, 2020 does not mention the unpaid amount of the notes as of September 30, 2021.

   Response: We arrived at $79,899 based on adding the total assets of $7,484,742 for 12/31/2020 and $495,150 for 12/31/2019 that equals $7,979,892 which we multiplied by 1% to arrive at $79,798. We have revised our disclosure the reflect the unpaid principal amounts of the January 2020 and October 2020 notes as of December 31, 2021.

 Signatures, page 98

    4.

   Please include the signatures of a majority of the board of directors. See Instruction 1 to Signatures in Form S-1.

   Response: We respectfully advise the Staff that Amendment No. 1 had included the signatures of all three members of the Board of Directors.

   Notes to Audited Financial Statements Intangible Assets, page F-10We had the signatures of all three members of the Board of Directors on the S-1/A that was filed December 23, 2021.

 Notes to Audited Financial Statements Intangible Assets, page F-10

    5.

   Although your response to comment 18 states that you have revised your financial statements to address our comment, it does not appear that such revisions have been made to date. In your response letter dated September 29, 2021, you indicated in response to comment 29 that you would revise your financial statements to properly recognize the amortization of your intangible assets based on their respective estimated useful lives and to remove the reference to indefinite lives on page F-10. Please include the appropriate revisions in your next amendment.

   Response: We have revised the disclosure to indicate more clearly the useful lives of the intangible assets and have clarified that since the intangible assets were placed into service on January 1, 2021 amortization was not recorded in 2020.

   General

    6.

   We note your response to prior comment 15 and the new bylaws filed as exhibit 3.3 to the amendment. Please:

 add a new risk factor to highlight that provisions in your bylaws could make it more difficult for a third party to acquire the company or to remove your current management. For example, we note that there shall be no cumulative voting in the election of directors and that that your bylaws may be adopted, amended or repealed by the board of directors per sections 2.9 and 9.8, respectively, of exhibit 3.3; and ensure that your disclosure is consistent with your bylaws. For example, the disclosure on page 30 that the "exclusive forum provision will not apply to claims under the Exchange Act" is not consistent with section 7.13(b) of your bylaws that "Unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States situated in the State of Delaware shall be the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act of 1933 and the Securities Exchange Act of 1934."

   Response: We have supplemented our risk factor on page 29 regarding our bylaw provisions that could make it more difficult e for a third party to acquire us or to remove our current management. We also made clear that the Delaware Chancery Court serves as the exclusive forum for resolution of complaints asserting a cause of action under the Securities Exchange Act of 1934 by eliminating the statement that the “exclusive forum provision will not apply to claims under the Exchange Act”.

      7.

   Please update the disclosure throughout the amendment to the extent applicable, For example, we note the disclosure: (1) on page 39 of your draft registration statement submitted on July 28, 2021 and on page 52 of your amendment filed on December 23, 2021 that you "have under development [y]our most powerful laser blasting equipment; (2) on page 52 that you have received purchase orders totaling over $2 million since December 31, 2020; and (3) your disclosure on page 67 of the number of employees as of September 30, 2021.

   Response: We have updated our disclosure to state that we have 19 full-time employees and one part-time employee as of January 10, 2022. We have not changed our disclosure regarding the development of our most powerful laser blasting equipment and sales of over $2 million since December31, 2020 on the basis that the most powerful laser blasting equipment (4000 W handheld system) is still under development and that the $2 million in sales has been of other models of our laser blasting equipment.  Additionally, we respectfully advise the Staff that our technology is under continuous development to improve performance, obtain a competitive advantage and ensure customer satisfaction.

 If you have any further comments or questions regarding our response, please contact our legal counsel, Ernest M. Stern, Culhane Meadows PLLC at (301) 910-2030 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., Culhane Meadows PLLC

   Christopher J. Bellini, Esq., Cozen O’Connor

 Seth Popick, Esq., Cozen O’Connor

United States securities and exchange commission logo
January 11, 2022
Wayne Tupuola
Chief Executive Officer
Laser Photonics Corporation
1101 N. Keller Road, Suite G
Orlando, FL 32810
Re:Laser Photonics Corporation
Amendment No. 1 to Registration Statement on Form S-1
Filed December 23, 2021
File No. 333-261129
Dear Mr. Tupuola:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our December 3, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed December 23, 2021
Risk Factors, page 13
1.We note your response to prior comment 15.  Please include risk factors to:

 highlight the difference between the price paid per share of $0.06 by founders and the
offering price per share. In this regard, we note the disclosure on page 11; and .

 highlight the dilution that investors will experience in this offering.  In this regard, we
note the disclosure in the table on page 37.

 FirstName LastNameWayne Tupuola
 Comapany NameLaser Photonics Corporation
 January 11, 2022 Page 2
 FirstName LastName
Wayne Tupuola
Laser Photonics Corporation
January 11, 2022
Page 2
Executive Compensation, page 73
2.Please update your executive compensation disclosure to reflect the most recently
completed fiscal year.
Certain Relationships and Related Party Transactions, page 79
3.We note your response to prior comment 10.  Please tell us how you determined the
amount of $79,899 based on the average of your total assets for your last two fiscal
years.  Also, ensure that the disclosure addresses the entire time period mentioned in
Instruction 1 to Item 404.  For example, we note the the disclosure on page 79 about the
unpaid principal amount of the promissory notes payable to ICT as of December 31, 2020
does not mention the unpaid amount of the notes as of September 30, 2021.
Signatures, page 98
4.Please include the signatures of a majority of the board of directors. See Instruction 1 to
Signatures in Form S-1.
Notes to Audited Financial Statements
Intangible Assets, page F-10
5.Although your response to comment 18 states that you have revised your financial
statements to address our comment, it does not appear that such revisions have been made
to date.  In your response letter dated September 29, 2021, you indicated in response to
comment 29 that you would revise your financial statements to properly recognize the
amortization of your intangible assets based on their respective estimated useful lives and
to remove the reference to indefinite lives on page F-10.  Please include the appropriate
revisions in your next amendment.
General
6.We note your response to prior comment 15 and the new bylaws filed as exhibit 3.3 to the
amendment.  Please:

 add a new risk factor to highlight that provisions in your bylaws could make it more
difficult for a third party to acquire the company or to remove your current management.
For example,  we note that there shall be no cumulative voting in the election of directors
and that that your bylaws may be adopted, amended or repealed by the board of directors
per sections 2.9 and 9.8, respectively, of exhibit 3.3; and

 ensure that your disclosure is consistent with your bylaws.  For example, the disclosure
on page 30 that the "exclusive forum provision will not apply to claims under the
Exchange Act" is not consistent with section 7.13(b) of your bylaws that "Unless the
Corporation consents in writing to the selection of an alternative forum, to the fullest
extent permitted by law, the federal district courts of the United States situated in the State

 FirstName LastNameWayne Tupuola
 Comapany NameLaser Photonics Corporation
 January 11, 2022 Page 3
 FirstName LastName
Wayne Tupuola
Laser Photonics Corporation
January 11, 2022
Page 3
of Delaware shall be the exclusive forum for the resolution of any complaint asserting a
cause of action under the Securities Act of 1933 and the Securities Exchange Act of
1934."
7.Please update the disclosure throughout the amendment to the extent applicable,  For
example, we note the disclosure: (1) on page 39 of your draft registration statement
submitted on July 28, 2021 and on page 52 of your amendment filed on December 23,
2021 that you "have under development [y]our most powerful laser blasting equipment;
(2) on page 52 that you have received purchase orders totaling over $2 million since
December 31, 2020; and (3) your disclosure on page 67 of  the number of employees as of
September 30, 2021.
            You may contact Eiko Yaoita Pyles, Staff Accountant, at 202-551-3587 or Andrew
Blume, Staff Accountant, at 202-551-3254 if you have questions regarding comments on the
financial statements and related matters.  Please contact Thomas Jones, Staff Attorney, at 202-
551-3602 or Sherry Haywood, Staff Attorney, at 202-551-3345 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Ernest M. Stern, Esq.

CORRESP
1
filename1.htm

laser_corresp

LASER PHOTONICS CORPORATION

1101 N. Keller Road, Suite G

 Orlando, FL 32810

December 23,
2021

Via Edgar Correspondence

Thomas Jones, Esq.

Staff Attorney

Office of Manufacturing

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

        Re: Laser Photonics
Corporation

    Registration Statement on Form S-1

           Filed
November 16, 2021

    File
No. 333-261129

 Dear
Mr. Jones:

Laser
Photonics Corporation (the “Company”) is transmitting
this letter in response to comments received from the staff (the
“Staff”) of the Securities and Exchange Commission (the
“Commission”) by letter dated December 3, 2021, with
respect to the registration statement on Form S-1 (File No.
333-261129) that was confidentially submitted to the Commission on
Form DRS on July 28, 2021 and amended on September 29, 2021 (the
“Registration Statement”). This letter is being
submitted together with the filing of the Company’s Amendment
No. 1 to the Registration Statement on Form S-1 (“Amendment
No. 1”). The numbered paragraphs below correspond to the
numbered comments in that letter; the Staff’s comments are
presented in bold italics.

Registration Statement on Form S-1
filed November 16, 2021 Facing Page

1.

You have disclosed your primary SIC code as 36999906. However, the
EDGAR system lists the SIC code for your company as 3690. Please
revise your facing sheet accordingly or advise. You may also wish
to consult the SIC Code List, which is available on our website at
http://www.sec.gov/info/edgar/siccodes.htm.

Response: We have revised the
facing sheet to change the SIC Code to 3690.

Thomas
Jones, Esq.

December
23, 2021

Page
2 of 6

2.

We note your disclosure in footnote five (5) to the Registration
Fee table. Because you are ineligible to conduct a primary offering
on Form S-3, you may not conduct an at the market primary offering.
Please revise to disclose the fixed price at which the
Representative's warrants may be exercised here and in the
prospectus cover page.

Response: We have revised our
disclosure to state the $6.00 fixed price at which the
Representative’s warrants may be exercised on the
Registration Fee table and on the prospectus cover
page.

3.

Please revise to disclose that your common stock will be offered at
a fixed price for the duration of the offering.

Response: We have revised our
disclosure to state that our common stock will be offered at a
fixed price of $5.00 for the duration of the offering.

4.

We note the disclosure that "the information in this prospectus
reflects a proposed reverse stock split of [y]our outstanding
common stock at an assumed ratio of 1-for 6 shares to occur
immediately following the effective time." Please tell us when you
plan to file a proxy or information statement related to the
reverse stock split. If no shareholder vote is required, please
cite with specificity the governing law.

Response: The reverse stock
split was effected on December 7, 2021 by a unanimous vote of all
four of our stockholders, three of whom are on our Board of
Directors and one of whom is ICT Investments, our largest
shareholder and a promoter of the Company. Accordingly, there was
no solicitation of any proxy from the Company’s shareholders.
We believe that SEC Rule 14a-2(b)(2) supports an exemption from the
proxy or information statement related to the reverse stock
split.

The obligations associated with being a public company require
significant resources, page 30

5.

Please ensure that you have updated the disclosure in this risk
factor to the extent practicable. For example, we note the
disclosure on page 30 that the company "will be subject to the
reporting requirements" of the Exchange Act. Also, include a
separate risk factor to highlight the conclusions related to the
effectiveness of your disclosure controls and procedures. In this
regard, we note the disclosure on page 30 about your disclosure
controls and procedures. However, you have disclosed on page 22 of
your Form 10-Q filed on August 16, 2021 that your principal
executive officer and principal financial officer concluded that
your disclosure controls and procedures were not
effective.

Response: We have revised our
disclosure in the first risk factor cited to update it. With regard
to the second risk factor concerning disclosure controls and
procedures, we have revised the current risk factor regarding the
need to have adequate disclosure controls and procedures to state
that in our most recent 10-Q our principal executive officer and
principal financial officer concluded that our disclosure controls
and procedures were not effective since we believe that the
existing risk factor as revised provides the principal risks
associated with the failure to maintain adequate internal controls
(“If we fail to establish
and maintain an effective system of internal controls, we may not
be able to report our financial results accurately or prevent
fraud. Any inability to report and file our financial results
accurately and timely could harm our reputation and adversely
impact the trading price of our common stock. In our most recent
10-Q filing we concluded that our internal controls were not
effective.”)
.

Thomas
Jones, Esq.

December
23, 2021

Page
3 of 6

Management's Discussion and Analysis, page 38

6.

Please revise your disclosures to discuss material changes in your
results of operations for the nine months ended September 30, 2021
and the corresponding year-to-date period of the preceding fiscal
year. Refer to Item 303(c)(2)(i) of Regulation S-K.

Response: We believe that we
disclosed on pages 44 and 45 the material changes in our results of
operations for the nine months ended September 30, 2021 and the
corresponding year-to-date period of the preceding fiscal year but
for additional clarity we have added on page 45 a chart comparable
to what we have for the other periods.

Liquidity and Capital Resources, page 46

7.

Please ensure that your updated disclosure in this section and
elsewhere in your filing is consistent with the disclosure in your
financial statements. For example, we note the disclosure on page
46 about the amount of current assets and current liabilities as of
September 30, 2021 is not consistent with the amounts disclosed on
page F-19. Also, clarify the reference on page 65 to sales of
"$890,5222,989,108."

Response: We have updated our
disclosures in Amendment No. 1 to be consistent with the
disclosures in our financial statements. In addition, we have
revised our disclosure to correct the reference on page 65 to
$2,989,108.

Our Market Opportunity, page 55

8.

We note that in response to prior comments 2 and 3 of our October
25, 2021 letter you stated that the you revised the disclosure to
remove the projections from the prospectus. However, the
projections are now included on pages 57 and 58. Please advise or
revise accordingly.

Response: We have revised our
disclosure to remove the projections from the
prospectus.

Our Product Platforms, page 62

9.

Please tell us with specificity where you revised the disclosure in
response to prior comments 4 and 5 of our October 25, 2021
letter.

Response: We have revised our
disclosure on page 62 in Amendment No. 1 to respond to comments 4
and 5 of the SEC’s October 25, 2021 letter.

Thomas
Jones, Esq.

December
23, 2021

Page
4 of 6

Certain Relationships and Related Party Transactions, page
79

10.

We note the reference to $120,000 in the first paragraph. Please
revise given the threshold in Item 404(d)(1) of Regulation S-K.
Also, provide disclosure that addresses the entire time period
mentioned in Instruction 1 to Item 404. For example, we note the
disclosure on page 79 about the unpaid principal amount of the
notes as of December 31, 2020 and the disclosure on page F-30 about
the unpaid principal amount of the notes as of September 30,
2021.

Response: We have revised our
disclosure to reduce the threshold in accordance with Item
404(d)(1) for smaller reporting companies and have addressed the
entire time period mentioned in Item 404(d)(1) of Regulation
S-K.

11.

Please tell us with specificity where you revised the disclosure
to: (1) clearly discuss the relationship between you and Dimitry
Nikitin when you purchased assets from ICT in 2019 and 2020; and
(2) disclose the parties who determined the amount at which the
assets were acquired.

Response: We have amended our
disclosure to disclose on page 79 the relationship between the
Company and Dmitriy Nikitin when the Company purchased assets from
ICT in 2019 and 2020 and the parties, Dmitriy Nikitin and Wayne
Tupuola, who determined the amount at which the assets were
acquired.

Underwriting, page 91

12.

You indicate that Alexander Capital, L.P. is acting as
representative, but you don’t identify Alexander Capital,
L.P. as an underwriter. With your next amendment, please disclose
the names of the underwriters.

Response: We have revised the
prospectus to identify Alexander Capital, L.P. as the “book
running manager and an underwriter of the offering.” In the
event additional underwriters participate in the offering, we will
further revise the prospectus.

Determination of Offering Price, page 93

13.

We note your response to prior comment 8 of our October 25, 2021
letter. Regarding your disclosure about factors considered in
determining the offering price, tell us, with a view to disclosure,
whether you considered the issuance of shares of common stock on
December 31, 2020 given the disclosure on pages 76 and 80 about
shares of common stock valued at $0.18 per share received on
December 31, 2020 and the disclosure in the last paragraph on page
79 about the issuance of 26,609,186 shares of common stock during
2020. Also, please expand the disclosure on page 79 to disclose
when during 2020 you issued the shares.

Response: We did consider the
issuance of the shares valued at $0.18 per share on December 31,
2020 and the issuance of 26,609,186 shares of common stock during
2020, as stock grants, commencing in February 2020, exclusively for
ICT Investments’ contribution of assets and driven by
accounting considerations not in an effort to determine an IPO
sales price, and for this reason relied upon the lower of two
traditional valuation methods supported by our independent audit
firm, the Income approach ($0.20 per share) and the Free Equity
approach ($0.32 per share), which post-split represents $1.08 per
share and $1.92 per share, respectively. We revised our disclosure
to state that the shares issued to ICT Investments commenced in
February 2020 and concluded in December 2020.

Thomas
Jones, Esq.

December
23, 2021

Page
5 of 6

The
public offering price for our shares of common stock was determined
by having the Company valued by our underwriter’s (Alexander
Capital) analysts including comparing the Company’s
transaction to similar companies already listed on an exchange.
Among the factors considered in this determination were the
prevailing market conditions, our financial information, market
valuations of other companies that we and the underwriter believe
to be comparable to us, estimates of our business potential, the
present state of our development and other factors deemed relevant.
With the expectation of a 1:6 reverse split, the continued increase
in revenues since inception, the Company’s market
penetration, and the growth potential for our business based, in
part, upon the analysis of our competitors, we believe that the
$5.00 per share price in this offering is justified.

14.

Please clarify the reference to "other factors denied relevant" in
the first paragraph of this section.

Response: We have revised our
disclosure to correct the typographical error “denied”
to read “deemed”. Regarding the other factors we deemed
relevant, prior to the offering there has not been a public market
for our shares of common stock. Consequently, the public offering
price for our shares of common stock has been determined by
negotiations between us and the underwriter. Among the factors
considered in these negotiations were the prevailing market
conditions, our financial information, market valuations of other
companies that we and the representative believe to be comparable
to us, the continued increase in our revenues since inception, the
Company’s market penetration and the growth potential for our
business.

Indemnification of Directors and Officers, page 95

15.

We note that Article XI of your Bylaws states that indemnification
will be provided under the laws of the State of Wyoming; however,
your disclosure states that your bylaws provide indemnification
under the Delaware General Corporation Law. Also, your Articles of
Incorporation and your disclosure are not consistent. Please make
your disclosure here consistent with your Bylaws and Articles of
Incorporation.

Response: We have replaced the
exhibits with the Articles of Incorporation and Bylaws for the
predecessor Wyoming corporation with the Certificate of
Incorporation and Bylaws for the Delaware corporation to make the
disclosures in this section of the prospectus consistent with the
revised exhibits.

Thomas
Jones, Esq.

December
23, 2021

Page
6 of 6

Exhibit Index, page 97

16.

We note that the disclosure in your Form of Common Stock
Certificate, filed as exhibit 4.1 is not consistent with your
disclosure. Please file a form of common stock certificate
consistent with your disclosure.

Response: We have revised the
exhibit to file a form of common stock certificate consistent with
our disclosure of being a Delaware corporation and not a Wyoming
corporation.

Exhibit 23.1, page 97

17.

We note that the auditor’s consent is dated September 8,
2021, which is more than 30 days old. Please include an updated
consent in your next amendment.

Response: We have amended our
disclosure to provide an updated auditor’s
consent.

Notes to Audited Financial
Statements Intangible Assets, page
F-10

18.

Although you indicated in your response letter dated September 29,
2021 that you would revise your financial statements in response to
comment 29, it does not appear such revisions have been made to
date. Please include the appropriate revisions in your next
amendment.

Response: We have revised our
financial statements in response to comment 29 in the SEC’s
comment letter dated November 16, 2021.

Notes to the Condensed Financial Statements, page F-23

19.

We note that many of the disclosures in your notes to the interim
financial statements include information as of and for the period
ended June 30, 2021 instead of September 30, 2021. Please update
your footnote disclosures accordingly.

Response: We have updated the
disclosures in our notes to our interim financial statements to
include information as and for the period ended September 30,
2021.

If you
have any further comments or questions regarding our response,
please contact our legal counsel, Ernest M. Stern, Culhane Meadows
PLLC at (301) 910-2030 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., Culhane Meadows PLLC

Christopher J.
Bellini, Esq., Cozen O’Connor

Seth
Popick, Esq., Cozen O’Connor

United States securities and exchange commission logo
December 3, 2021
Wayne Tupuola
Chief Executive Officer
Laser Photonics Corporation
1101 N. Keller Road, Suite G
Orlando, FL 32810
Re:Laser Photonics Corporation
Registration Statement on Form S-1
Filed November 16, 2021
File No. 333-261129
Dear Mr. Tupuola:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed November 16, 2021
Facing Page
1.You have disclosed your primary SIC code as 36999906. However, the EDGAR system
lists the SIC code for your company as 3690. Please revise your facing sheet accordingly
or advise. You may also wish to consult the SIC Code List, which is available on our
website at http://www.sec.gov/info/edgar/siccodes.htm.
2.We note your disclosure in footnote five (5) to the Registration Fee table.  Because you
are ineligible to conduct a primary offering on Form S-3, you may not conduct an at the
market primary offering. Please revise to disclose the fixed price at which the
Representative's warrants may be exercised here and in the prospectus cover page.

 FirstName LastNameWayne Tupuola
 Comapany NameLaser Photonics Corporation
 December 3, 2021 Page 2
 FirstName LastName
Wayne Tupuola
Laser Photonics Corporation
December 3, 2021
Page 2
Cover Page
3.Please revise to disclose that your common stock will be offered at a fixed price for the
duration of the offering.
4.We note the disclosure that "the information in this prospectus reflects a proposed reverse
stock split of [y]our outstanding common stock at an assumed ratio of 1-for 6 shares to
occur immediately following the effective time." Please tell us when you plan to file a
proxy or information statement related to the reverse stock split.  If no shareholder vote
is required, please cite with specificity the governing law.
The obligations associated with being a public company require significant resources, page 30
5.Please ensure that you have updated the disclosure in this risk factor to the extent
practicable.  For example, we note the disclosure on page 30 that the company "will be
subject to the reporting requirements" of the Exchange Act.  Also, include a separate risk
factor to highlight the conclusions related to the effectiveness of your disclosure controls
and procedures.  In this regard, we note the disclosure on page 30 about your disclosure
controls and procedures.  However, you have disclosed on page 22 of your Form 10-Q
filed on August 16, 2021 that your principal executive officer and principal financial
officer concluded that your disclosure controls and procedures were not effective.
Management's Discussion and Analysis, page 38
6.Please revise your disclosures to discuss material changes in your results of operations for
the nine months ended September 30, 2021 and the corresponding year-to-date period of
the preceding fiscal year.  Refer to Item 303(c)(2)(i) of Regulation S-K.
Liquidity and Capital Resources, page 46
7.Please ensure that your updated disclosure in this section and elsewhere in your filing is
consistent with the disclosure in your financial statements. For example, we note the
disclosure on page 46 about the amount of current assets and current liabilities as of
September 30, 2021 is not consistent with the amounts disclosed on page F-19.  Also,
clarify the reference on page 65 to sales of "$890,5222,989,108."
Our Market Opportunity, page 55
8.We note that in response to prior comments 2 and 3 of our October 25, 2021 letter you
stated that the you revised the disclosure to remove the projections from the prospectus.
However, the projections are now included on pages 57 and 58.  Please advise or revise
accordingly.
Our Product Platforms, page 62
9.Please tell us with specificity where you revised the disclosure in response to prior
comments 4 and 5 of our October 25, 2021 letter.

 FirstName LastNameWayne Tupuola
 Comapany NameLaser Photonics Corporation
 December 3, 2021 Page 3
 FirstName LastNameWayne Tupuola
Laser Photonics Corporation
December 3, 2021
Page 3
Certain Relationships and Related Party Transactions, page 79
10.We note the reference to $120,000 in the first paragraph.  Please revise given the threshold
in Item 404(d)(1) of Regulation S-K.  Also, provide disclosure that addresses the entire
time period mentioned in Instruction 1 to Item 404.  For example, we note the the
disclosure on page 79 about the unpaid principal amount of the notes as of December 31,
2020 and the disclosure on page F-30 about the unpaid principal amount of the notes as of
September 30, 2021.
11.Please tell us with specificity where you revised the disclosure to: (1) clearly discuss the
relationship between you and Dimitry Nikitin when you purchased assets from ICT in
2019 and 2020; and (2) disclose the parties who determined the amount at which the
assets were acquired.
Underwriting, page 91
12.You indicate that Alexander Capital, L.P. is acting as representative, but you do
not identify Alexander Capital, L.P. as an underwriter. With your next amendment, please
disclose the names of the underwriters.
Determination of Offering Price, page 93
13.We note your response to prior comment 8 of our October 25, 2021 letter.  Regarding
your disclosure about factors considered in determining the offering price, tell us, with a
view to disclosure, whether you considered the issuance of shares of common stock on
December 31, 2020 given the disclosure on pages 76 and 80 about shares of common
stock valued at $0.18 per share received on December 31, 2020 and the disclosure in the
last paragraph on page 79 about the issuance of 26,609,186 shares of common stock
during 2020.  Also, please expand the disclosure on page 79 to disclose when during 2020
you issued the shares.
14.Please clarify the reference to "other factors denied relevant" in the first paragraph of this
section.
Indemnification of Directors and Officers, page 95
15.We note that Article XI of your Bylaws states that indemnification will be provided under
the laws of the State of Wyoming; however, your disclosure states that your bylaws
provide indemnification under the Delaware General Corporation Law.  Also, your
Articles of Incorporation and your disclosure are not consistent. Please make your
disclosure here consistent with your Bylaws and Articles of Incorporation.
Exhibit Index, page 97
16.We note that the disclosure in your Form of Common Stock Certificate, filed as exhibit
4.1 is not consistent with your disclosure. Please file a form of common stock
certificate consistent with your disclosure.

 FirstName LastNameWayne Tupuola
 Comapany NameLaser Photonics Corporation
 December 3, 2021 Page 4
 FirstName LastName
Wayne Tupuola
Laser Photonics Corporation
December 3, 2021
Page 4
Exhibit 23.1, page 97
17.We note that the auditor’s consent is dated September 8, 2021, which is more than 30 days
old.  Please include an updated consent in your next amendment.
Notes to Audited Financial Statements
Intangible Assets, page F-10
18.Although you indicated in your response letter dated September 29, 2021 that you would
revise your financial statements in response to comment 29, it does not appear such
revisions have been made to date.  Please include the appropriate revisions in your next
amendment.
Notes to the Condensed Financial Statements, page F-23
19.We note that many of the disclosures in your notes to the interim financial statements
include information as of and for the period ended June 30, 2021 instead of September 30,
2021.  Please update your footnote disclosures accordingly.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Eiko Yaoita Pyles, Staff Accountant, at 202-551-3587 or Andrew
Blume, Staff Accountant, at 202-551-3254 if you have questions regarding comments on the
financial statements and related matters.  Please contact Thomas Jones, Staff Attorney, at 202-
551-3602 or Sherry Haywood, Staff Attorney, at 202-551-3345 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Ernest Stern

CORRESP
1
filename1.htm

laserphotonics_correspond

LASER PHOTONICS CORPORATION

1101 N. Keller Road, Suite G

 Orlando, FL 32810

November 16,
2021

Via Edgar Correspondence

Thomas Jones, Esq.

Staff Attorney

Office of Manufacturing

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    Re:  Laser Photonics
Corporation

            Amendment
No. 1 to Draft Registration Statement on Form

            S-1
Submitted September 29, 2021

            CIK No.
0001807887

Dear
Mr. Jones:

Laser
Photonics Corporation (the “Company”) is transmitting
this letter in response to comments received from the staff (the
“Staff”) of the Securities and Exchange Commission (the
“Commission”) by letter dated October 26, 2021, with
respect to Amendment No. 1 to the draft registration statement on
Form S-1 (CIK No. 0001807887) that was confidentially submitted to
the Commission on July 28, 2021 and amended on September 29, 2021
as referenced above (the “Registration Statement”).
This letter is being submitted together with the filing of the
Company’s registration statement on Form S-1 (“Draft
No. 3”). The numbered paragraphs below correspond to the
numbered comments in that letter; the Staff’s comments are
presented in bold italics.

Amendment No. 1 to Draft Registration
Statement on Form S-1 submitted September 29. 2021
The Offering, page
8

1.

We note your response to prior comment 8 in which you state that
you will not be using any of the proceeds from this offering for
debt repayment, and your disclosure in the "Use of Proceeds"
section on page 8 that you intend to use the proceeds from this
offering for the repayment of outstanding loans. Please revise to
make your disclosures on page 8 consistent with the disclosure in
your "Use of Proceeds" section on page 35.

Thomas
Jones, Esq

November
16, 2021

Page
2 of 4

2.

Response: We have removed the
reference on page 8 to using any of the proceeds of this offering
for debt repayment.

Our Market Opportunity, page 55

3.

We note your response to prior comment 12. Please revise the
disclosure in this section, such as the disclosure about the "Key
Growth Drivers and Commentary" on page 57 and the new last full
paragraph on page 57 to discuss the material assumption underlying
the projections and provide detail about the bases for the
projections. In this regard, we note the disclosure about the "Key
Growth Drivers and Commentary" on page 57 has not been revised from
such disclosure on page 45 of your prior submission.

Response: We have revised our
disclosure to remove the projections from the
prospectus.

4.

Please ensure that you revise your disclosure in this section to
describe projections and assumptions with greater specificity and
quantify where practicable. For example, it is unclear how you
estimated revenue of $8.8 million for 2021 based on your disclosure
in this section and your disclosure about revenue of $3.2 million
for the 6 months ended June 30, 2021.

Response: We have revised our
disclosure to remove the projections from the
prospectus.

Our Product Platforms, page 62

5.

Please ensure that: (1) the information in the classification table
on page 63 is legible; and (2) you clarify in the disclosure the
meaning of technical terms mentioned in the table that may not be
familiar to investors.

Response: We have ensured that
the information in the classification table on page 63 is legible
and have clarified certain technical terms mentioned in that
table.

6.

Please ensure that the disclosure about the classification table is
balanced. For example, expand the disclosure that you "introduced
the first in the world Industry Specific Laser Blaster
Classification table" to disclose when you introduced the table,
that, if applicable, the criteria in the table has been determined
by you, whether your products meet the criteria, and remove any
references which articulate your hopes that others in your industry
will use the table to assess performance against the criteria in
the table.

Response: We have revised our
disclosure regarding the classification table to ensure that the
disclosure is balanced, expanded the disclosure to address the
points raised in the comment and, to the extent applicable, removed
any references about our hopes of others in our industry will use
the table to assess performance against the criteria in the
table.

Certain Relationships and Related Party Transactions, page
79

Thomas
Jones, Esq

November
16, 2021

Page
3 of 4

7.

We note your response to prior comment 16. Please reconcile your
disclosure on page 80 that Dimitriy Nikitin is your promoter and
that he received $75,218 as cash compensation in that role with
your disclosure on page F-18 of your amendment and with the
disclosure on pages 58 and 71 of your Form 10-K filed on March 26,
2021 that "Dimitriy Nikitin serves as a member of [y]our Board of
Advisors. During the year of 2020 he received $75,218 as cash
compensation in that role." Also, tell us, with a view to
disclosure when Mr. Nikitin and, if applicable, other individuals
served as members of your Board of Advisors.

Response: We do not see the
roles of promoter and member of the Board of Advisors as mutually
exclusive. As we stated in our disclosure on page 80 of Amendment
No. 1 to our Draft Registration Statement, we do not have a formal
Board of Advisors. Mr. Nikitin currently is the sole member of our
Board of Advisors and remains as a control person of ICT
Investments LLC “involved in the launch of an enterprise
[Laser Photonics Corp.]” under the terms of SEC Rule 405. The
payment of $75,218 that he received in 2020 was formally and for
financial statement reporting purposes for his advisor role but
that was not to diminish his status as a promoter under SEC Rule
405.

8.

We note your response to prior comment 19. Please disclose the
value of shares received by Messrs. Bykov and Tupuola and Ms.
Nikitina on December 31, 2020. In addition, please include include
[sic] a new section to include disclosure required by Item 506 of
Regulation S-K.

Response: We have disclosed the
value of shares received by Messrs. Bykov and Tupuola and Ms.
Nikitin on December 31, 2020 as $0.18 per share based upon the
lower of the discounted cash flow and free equity standard
valuation methodologies which are attached for your review as
Exhibit A and summarized in our disclosures. Since these shares
were transferred by ICT Investments we do not believe that they
have any dilutive impact on our net tangible book value under the
disclosure requirements of Item 506 of Regulation S-K. We have also
addressed the disclosure required by Item 506 of Regulation S-K in
our the section entitled “Dilution” starting at page 36
of the prospectus.

9.

We note your response to prior comment 23. Please clearly disclose
the relationship between you and Dimitry Nikitin when you purchased
assets from ICT in 2019 and 2020. Also, disclose the parties who
determined the amount at which the assets were acquired. In
addition, include a new section to include the disclosure required
by Item 505 of Regulation S-K.

Response: We have disclosed the
relationship between Laser Photonics and Dmitriy Nikitin when Laser
Photonics purchased assets from ICT Investments, LLC in 2019 and
2020 and the parties who determined the amount at which the assets
were acquired. We also have included a new section entitled
“Determination of Offering Price” in the "Underwriting"
section to include the disclosure required by Item 505 of
Regulation S-K regarding the market price of our shares of common
stock in light of the absence of an established trading market for
the shares of Laser Photonics’ common stock.

Exhibit 23.1, page 97

Thomas
Jones, Esq

November
16, 2021

Page
4 of 4

10.

Your response to prior comment 25 indicates that you have revised
the auditor’s consent to address our comment, but your
current amendment does not appear to include the revised
auditor’s consent. Please include the revised and updated
consent in your next amendment.

Response: We have provided the
revised and updated auditor’s consent.

If you
have any further comments or questions regarding our response,
please contact our legal counsel, Ernest M. Stern, Culhane Meadows
PLLC at (301) 910-2030 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., Culhane Meadows PLLC

Christopher J.
Bellini, Esq., Cozen O’Connor

Seth
Popick, Esq., Cozen O’Connor

Encl.

Exhibit A

Stock
Price evaluation

Generally, the
basis of value can be different depending on the purpose of the
valuation being performed. Laser Photonics Corp normally uses more
than one approach in order to arrive at a supportable share price
valuation range. To perform a stock price evaluation of its
portfolio assets the Company is using the practical studies and
recommendations published by the leading financial auditing
institutions like Ernst & Young and Deloitte.

By comparing the 2
methods used to establish the stock price we are using the smallest
of the two.

Method #1 Income approach

The income approach
focuses on the income-producing capability of the business or
asset. This approach assumes that the value is measured by the
present worth of the net economic benefit to be received over the
specific EBITDA multiples common for a specific industry. In
Photonics industry this value it typically determined as 7-10. The
methodology usually adopted is the discounted cash flow methodology
(DCF). This approach, and the financial models which are required
to support it, are becoming increasingly important given the
current focus upon cash metrics in the optimization of capital
investments.

A financial model
is developed to generate cash flows using input assumptions for
capital and operating expenditure, feedstock costs, feed-in tariff
or electricity price, governmental policy support, output
utilization and taxation. The resulting cash flows are then
discounted at a rate which reflects the overall risk of the
project. It is critically important that cash flow analysis is
underpinned by robust financial models.

Variations of the income approach, including ‘excess
earnings’ and ‘relief from royalty’ methods, are
commonly used to value stock price to that matter..

Method #2 Free Equity approach

This approach FE
relies upon the principle of substitution, which proposes that a
prudent investor will pay no more to pay for stock in a business
than the cost based on a strait value of Shareholder Equity in the
company balance sheet.

While the FE method
is an important metric, it does suffer from a significant weakness:
it does not reflect the fact that many transactions include
portfolios of assets at various stages of their life. That’s
why it is practical to use this method in conjunction with other
methods as a validation technique for determining the value of a
stock.

The table below
summarizes the three Stock Price Valuation methods as applied to
Laser Photonics Corp.

Method 1

Method 2

Income approach

Cost Approach

DCF Value

Free Equity

Number
of Shares Issued and outstanding

  26,609,186.00

  26,609,186.00

EBITDA

  1,219,141.00

EBITDA
Multiple

  7.00

Free
Equity

  5,286,620.00

LPC
Stock Price Value

  0.32

  0.20

As of December 31st
2020 LPC Stock was valued by Method #1 at $0.32 and by Method #2 at
$0.20. Applying 10% discount to the smallest evaluation between the
two Methods we arrive at evaluation of Laser Photonics Stocks as
$0.18, which was used as a bases for purchasing ICT Investments
assets for Company stocks.

United States securities and exchange commission logo
October 25, 2021
Wayne Tupuola
Chief Executive Officer
Laser Photonics Corporation
1101 N. Keller Road, Suite G
Orlando, FL 32810
Re:Laser Photonics Corporation
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted September 29, 2021
CIK No. 0001807887
Dear Mr. Tupuola:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1 submitted September 29. 2021
The Offering, page 8
1.We note your response to prior comment 8 in which you state that you will not be using
any of the proceeds from this offering for debt repayment, and your disclosure in the "Use
of Proceeds" section on page 8 that you intend to use the proceeds from this offering for
the repayment of outstanding loans. Please revise to make your disclosures on page 8
consistent with the disclosure in your "Use of Proceeds" section on page 35.
Our Market Opportunity, page 55
2.We note your response to prior comment 12.  Please revise the disclosure in this section,
such as the disclosure about the "Key Growth Drivers and Commentary" on page 57 and

 FirstName LastNameWayne Tupuola
 Comapany NameLaser Photonics Corporation
 October 25, 2021 Page 2
 FirstName LastName
Wayne Tupuola
Laser Photonics Corporation
October 25, 2021
Page 2
the new last full paragraph on page 57 to discuss the material assumption underlying the
projections and provide detail about the bases for the projections.  In this regard, we note
the disclosure about the "Key Growth Drivers and Commentary" on page 57 has not been
revised from such disclosure on page 45 of your prior submission.
3.Please ensure that you revise your disclosure in this section to describe projections and
assumptions with greater specificity and quantify where practicable.  For example, it is
unclear how you estimated revenue of $8.8 million for 2021 based on your disclosure in
this section and your disclosure about revenue of $3.2 million for the 6 months ended June
30, 2021.
Our Product Platforms, page 62
4.Please ensure that: (1) the information in the classification table on page 63 is legible; and
(2) you clarify in the disclosure the meaning of technical terms mentioned in the table that
may not be familiar to investors.
5.Please ensure that the disclosure about the classification table is balanced.  For example,
expand the disclosure that you "introduced the first in the world Industry Specific Laser
Blaster Classification table" to disclose when you introduced the table, that, if
applicable, the criteria in the table has been determined by you, whether your products
meet the criteria, and remove any references which articulate your hopes that others in
your industry will use the table to assess performance against the criteria in the table.
Certain Relationships and Related Party Transactions, page 79
6.We note your response to prior comment 16.  Please reconcile your disclosure on page 80
that Dimitriy Nikitin is your promoter and that he received $75,218 as cash compensation
in that role with your disclosure on page F-18 of your amendment and with the disclosure
on pages 58 and 71 of your Form 10-K filed on March 26, 2021 that "Dimitriy Nikitin
serves as a member of [y]our Board of Advisors.  During the year of 2020 he received
$75,218 as cash compensation in that role."  Also, tell us, with a view to disclosure when
Mr. Nikitin and, if applicable, other individuals served as members of your Board of
Advisors.
7.We note your response to prior comment 19.  Please disclose the value of shares received
by Messrs. Bykov and Tupuola and Ms. Nikitina on December 31, 2020.  In addition,
please include include a new section to include disclosure required by Item 506 of
Regulation S-K.
8.We note your response to prior comment 23.  Please clearly disclose the relationship
between you and Dimitry Nikitin when you purchased assets from ICT in 2019 and 2020.
Also, disclose the parties who determined the amount at which the assets were acquired.
In addition, include a new section to include the disclosure required by Item 505 of
Regulation S-K.

 FirstName LastNameWayne Tupuola
 Comapany NameLaser Photonics Corporation
 October 25, 2021 Page 3
 FirstName LastName
Wayne Tupuola
Laser Photonics Corporation
October 25, 2021
Page 3
Exhibit 23.1, page 97
9.Your response to prior comment 25 indicates that you have revised the auditor’s consent
to address our comment, but your current amendment does not appear to include the
revised auditor’s consent.  Please include the revised and updated consent in your next
amendment.
            You may contact Eiko Yaoita Pyles, Staff Accountant, at 202-551-3587  or Andrew
Blume, Staff Accountant, at 202-551-3254 if you have questions regarding comments on the
financial statements and related matters.  Please contact Thomas Jones, Staff Attorney, at 202-
551-3602 or Sherry Haywood, Staff Attorney, at 202-551-3345 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Ernest Stern

United States securities and exchange commission logo
August 24, 2021
Wayne Tupuola
Chief Executive Officer
Laser Photonics Corporation
1101 N. Keller Road, Suite G
Orlando, FL 32810
Re:Laser Photonics Corporation
Draft Registration Statement on Form S-1
Filed July 28, 2021
CIK No. 0001807887
Dear Mr. Tupuola:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted July 28, 2021
Cover Page
1.Please disclose whether you have received approval for listing of the company’s common
shares on The Nasdaq Capital Market. If you will not receive approval for listing of the
company’s securities being offered prior to effectiveness, please prominently disclose this
fact and disclose where you expect the securities to trade.
2.Please disclose on the prospectus cover page the number of shares
of common stock underlying the underwriter warrants being registered with this offering.
3.Please disclose on the cover page of your prospectus that the company is a controlled
company. Also, include disclosure on the cover page that indicates the percentage of

 FirstName LastNameWayne Tupuola
 Comapany NameLaser Photonics Corporation
 August 24, 2021 Page 2
 FirstName LastNameWayne Tupuola
Laser Photonics Corporation
August 24, 2021
Page 2
shares that will be held by public investors following the offering. Further, please revise
your filing to disclose the legal implications and risks of being a controlled company.
The Company, page 6
4.Please disclose the amount of $2 million in purchase orders that are with the U.S
Government.  In this regard, we note your disclosure on page 15 that government
customers have the right to cancel any contract for its convenience.
Risk Factors, page 11
5.Please include a risk factor to highlight the risks, such as impairments, concerning the
amount of your intangible assets compared to your total assets.
Competition, page 12
6.We note the disclosure in the third bullet point about the ability of your suppliers to
produce and deliver components, including sole or limited source components.
Please add a section to disclose the extent to which your products are dependent on sole or
limited components.  Also, disclose the availability of the components and the names of
the suppliers. In addition, clarify whether you have written agreements with any of the
suppliers, and, if applicable, disclose the material terms of the agreements.
We are dependent on the U.S. Government for a portion of our business, page 14
7.Please expand the disclosure in the appropriate section to discuss the material terms of
your contracts with the U.S. Army, Navy and Air Force mentioned on page 14.  Also, file
as exhibits your contracts with the U.S. Army, Navy and Air Force or tell us why you are
not required to file them.
Use of Proceeds, page 26
8.Please disclose the approximate amount of proceeds you intend to use for each purpose
you have listed in the second sentence of the third paragraph of this section.  For proceeds
to be used to discharge indebtedness, disclose the interest rate and maturity of maturity
date of such indebtedness. For guidance, see Item 504 of Regulation S-K and Instruction 4
of that Item.

9.Please revise to provide more detail regarding what constitutes "working capital," "other
general corporate purposes" and to "fund [y]our growth opportunities.“ For example,
disclose the amount of proceeds you plan to use to pay ICT Investments in connection
with your operating lease.
Capitalization, page 27
10.Please revise the introductory paragraph to indicate that the capitalization table on a pro
forma basis gives effect to the repayment of debt using the offering proceeds.

 FirstName LastNameWayne Tupuola
 Comapany NameLaser Photonics Corporation
 August 24, 2021 Page 3
 FirstName LastNameWayne Tupuola
Laser Photonics Corporation
August 24, 2021
Page 3
Our Market, page 40
11.Please tell us why the disclosure about sizes of the markets in your document is not
consistent with the disclosure in your Form 10-K filed on March 26, 2021. For example
we note the disclosure on page 40 that "According to Global Market Insights, the laser
cleaning market value is estimated at $9 billion in 2021 and projected to be $12 billion by
2025" compared to the disclosure on page 5 of your Form 10-K that "The laser cleaning
market is estimated to be valued at $611.4 million in 2020 and is expected to be worth
$713.6 million by 2023, growing at a CAGR of 3.9% between 2020 and 2024 according
to Absolute Reports and Data Bridge Market Research."

Our Market Opportunity, page 43
12.It is generally inappropriate to present information regarding revenue without also
presenting a measure of income or loss. Please revise the disclosure on page 45
accordingly.  For guidance, see Item 10(b)(2) of Regulation S-K.  Also, revise the
disclosure on page 45 to disclose the material assumption underlying the projections and
provide detail about the bases for the projections.
Government Regulation, page 53
13.Please ensure that you have provided the disclosure required by Item 101(h)(ix) and (x) of
Regulation S-K.  For example, we note your disclosure on page 14 that
approximately "10% of [y]our U.S. revenues have been from sales and services rendered
directly or indirectly to the U.S. Government which we expect to grow to 25% in the next
12 months."  However, this section does not discuss material regulations applicable to
your business concerning United States government contracts.
Management, page 54
14.Please tell us why the disclosure in this section does not include Mark Kouri mentioned on
page 62 of your Form 10-K filed on March 26, 2021.
15.Please file the consent of each director nominee as an exhibit to your registration
statement.  For guidance, see Rule 438 of Regulation C.
16.Please include a brief description of your Board of Advisors committee, such as the
composition and the responsibilities of the committee. In this regard, we note the
disclosure on page 63 that Dimitry Nikitin serves as a member of your Board of Advisors
and that he received $75,218 as cash compensation in that role.  Also, file as an exhibit the
advisory board agreement.
Summary Compensation Table, page 60
17.Please clarify the reference to "$70,5100" on page 60.  Also, tell us why the disclosure in
the table on page 60 about compensation for the fiscal year ended December 31, 2020 is

 FirstName LastNameWayne Tupuola
 Comapany NameLaser Photonics Corporation
 August 24, 2021 Page 4
 FirstName LastNameWayne Tupuola
Laser Photonics Corporation
August 24, 2021
Page 4
not consistent with the disclosure in the Summary Compensation Table on page 67 of
your Form 10-K filed on March 26, 2021.
18.Please tell us why the table on page 60 does not mention Mr. Tupuola "received directly
from ICT Investments 555,555 shares in form of re-assignment for recognition of
achievements in the Company progress in 2020" mentioned on page 80.
2020 Director Compensation, page 62
19.Please tell us why the disclosure in this section does not mention the following disclosure
on page 80: (1) cash compensation of $12,749 that Ms. Nikitina received during 2020; (2)
Ms. Nikitina "received directly from ICT Investments 200,000 shares in form of re-
assignment for recognition of her efforts and success establishing of Marketing
Department in 2020;" and (3) Mr. Bykov "received directly from ICT Investments
277,777 shares in form of re-assignment for recognition of outstanding achievements of
new generation of equipment design in 2020.
20.Please tell us, with a view to disclosure: (1) why ICT investments instead of you issued
shares of your common stock to Messrs. Tupuola and Bykov and Ms. Nikitina for services
that they provided to you; and (2) whether you have any agreements or understandings for
ICT to continue to issue shares of your common stock to your officers and directors.
Security Ownership of Certain Beneficial Owners and Management, page 65
21.Please provide the beneficial ownership disclosure as of the most recent practicable date.
For guidance, see Item 403 of Regulation S-K..

22.Please expand the disclosure in the table on page 65 to include the beneficial ownership of
Messrs. Losey, Tennyson and Vodopiyanov mentioned on page 54.
Certain Relationships and Related Party Transactions, page 69
23.In connection with assets purchased from ICT Investments in 2019 and 2020, please
disclose the cost at which ICT Investments purchased the assets, the principle followed in
determining the amount at which the assets were acquired, and the persons making such
determination.  For guidance, refer to Item 404(c)(ii) of Regulation S-K.
.
Underwriter Warrants, page 73
24.Please revise to remove any reference to prospectus supplement descriptions of warrants,
and include a general description of your outstanding warrants as required by Item 202(c)
of Regulation S-K. We also note disclosure on page 55 of the warrants in the offering. It
appears, however, that you are registering only common stock.
Please remove this reference, or explain why you have included the same in your filing.

 FirstName LastNameWayne Tupuola
 Comapany NameLaser Photonics Corporation
 August 24, 2021 Page 5
 FirstName LastNameWayne Tupuola
Laser Photonics Corporation
August 24, 2021
Page 5
Exhibit 23.1, page 78
25.We note that the auditor’s consent only refers to your financial statements as of December
31, 2020 and 2019.  Please include a revised consent that also references the other
financial statements presented in your filing, including those for the year ended December
31, 2020 and for the period November 8, 2019 (Inception) through December 31, 2019.
Signatures, page 79
26.Please clearly indicate below the second paragraph of text required on the Form S-1
Signatures page who signed the document in the capacity of your controller or principal
accounting officer.
Report of Independent Registered Public Accounting Firm, page F-2
27.We note that the audit report only references the balance sheet as of December 31, 2020
and the related statement of operations, stockholders’ equity (deficit), and cash flows for
the period November 8, 2019 (Inception) through December 31, 2019.  Please revise to
include an audit report that covers the balance sheets as of December 31, 2020 and 2019
and the related financial statements for the year ended December 31, 2020 and for the
period November 8, 2019 (Inception) through December 31, 2019.
Audited Financial Statements
Note 2 - Summary of Significant Accounting Policies
Intangible Assets, page F-10
28.We note that you acquired various assets approximating $4.8 million from your parent,
ICT Investments LLC ("ICT"), during fiscal year 2020 and that that you valued the assets
based on the fair value of your common stock issued in the transaction.  It also appears
that your pre-acquisition operations were insignificant relative to the post-acquisition
operations and that you may have succeeded to a separately identifiable line of business of
another entity.  Please address the following comments in sufficient detail:

•Tell us how you determined the acquired assets do not represent a business, as
defined in ASC 805-10-20.  Refer to the guidance in ASC 805-10-55-3A through -9.

•Tell us how you determined the acquired assets do not meet the definition of a
business in Rule 11-01(d) of Regulation S-X.

•Tell us how you determined historical financial statements related to the acquired
assets were not required prior to their acquisition.  In doing so, provide us with an
analysis of whether your business had a predecessor, as defined in Rule 405 of
Regulation C, whether there was a change of reporting entity under ASC 250-10-20
and ASC 250-10-45-21, and whether historical financial statements are required
under common control accounting requirements of ASC 805-50-45-2.  Also tell us

 FirstName LastNameWayne Tupuola
 Comapany NameLaser Photonics Corporation
 August 24, 2021 Page 6
 FirstName LastName
Wayne Tupuola
Laser Photonics Corporation
August 24, 2021
Page 6
how the assets were operated prior to the acquisition, including whether or not the
assets were in service and generating revenues.

•Explain why you did not initially record the assets at the historical carrying amounts
of ICT.  See SAB Topic 5G and ASC 805-50-30-5.  ​
29.Please address the following comments related to your intangible assets:

•You disclose on page F-25 that your intangible assets were not yet in service as of
March 31, 2021 and it appears you are not recording amortization expense as a
result.  Tell us how you determined these assets were not yet in service and, in doing
so, clarify how the assets are not related to your current revenue-generating activities
and how they are not currently contributing economic benefits.

•Your disclosure on page F-10 appears to erroneously indicate that your intangible
assets are deemed to have indefinite lives.  Please either remove this disclosure or
clarify your disclosures accordingly.
            You may contact Eiko Yaoita Pyles, Staff Accountant at (202) 551-3587 or Andrew
Blume, Staff Accountant at (202) 551-3254 if you have questions regarding comments on the
financial statements and related matters.  Please contact Thomas Jones, Staff Attorney at (202)
551-3602 or Sherry Haywood, Staff Attorney at (202) 551-3345 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
August 19, 2020
Wayne Tupuola
President
Laser Photonics Corporation
1101 N. Keller Road, Suite G
Orlando, Florida 32810
Re:Laser Photonics Corporation
Registration Statement on Form 10
Filed April 30, 2020
File No. 000-56166
Dear Mr. 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

CORRESP
1
filename1.htm

LASER PHOTONICS CORPORATION

1101 N. Keller Road, Suite G

Orlando, FL 32810

August 12, 2020

Via Edgar Correspondence

Thomas Jones, Esq.

Special Counsel

Office of Manufacturing

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

 Re: Laser Photonics Corporation

Amendment No. 2 to Registration
Statement on Form 10

Filed July 29, 2020

File No. 000-56166

Dear Mr. Jones:

We have received
your correspondence dated August 7, 2020. We have addressed your comments by reproducing below each comment and providing our response
immediately thereafter.

Amendment No. 2 to Form 10 filed on July 29, 2020

Directors and Executive Officers, page 38

 1. We note your response to prior comment 5. Please tell us how you have determined that the disclosure
of your officers’ business experience is accurate. For example, it appears from Item 5.02 of the Form 8-K filed on April
3, 2015 by Fonon Corporation (formerly Mabwe Minerals, Inc.) that: (1) Dmitriy Nikitin was appointed to be the sole director of
the board of directors; (2) he nominated Mr. Bykov to be a director and a majority of the shareholders elected them as directors;
and (3) Mr. Bykov is a “Director and Chief Design Engineer.” In addition, we note that a press release dated July 6,
2015 indicates that Fonon hired “Wayne Tupuola as Vice-President of Operations and Director.”

Response: We have amended
the Form 10 to reflect the roles of Messrs. Tupuola and Bykov as Directors of Fonon and with the titles indicated. From the perspective
of Laser

Photonics, the business of Fonon
Corp. was never able to materialize because of accounting and tax issues of the predecessor company that precluded financing and
forced ICT Investments to abandon the entity as a vehicle for an aspect of its laser photonics business. The roles that Messrs.
Tupuola and Bykov played with Fonon were brief, and they were paid as 1099 employees.

Unaudited Interim Financial Statements

Unaudited Statements of Profit and Loss, page F-2

 2. We note the changes made in response to comment 8.
Further revise this statement and all sections of the filing to present your loss per share amounts rounded to the nearest cent,
-i.e., only two decimal points, so as not to imply a greater level of precision than exists. In addition, to facilitate an investor’s
understanding, please consistently present all negative amounts using parentheses.

Response: We have revised
the Form 10 to incorporate the changes requested in this comment.

We are filing
on EDGAR only for SEC access a marked version of the Form 10 to reflect the changes referenced above in response to the SEC’s
comment letter. If you have any further comments or questions regarding our response, please contact our legal counsel, Ernest
M. Stern, Culhane Meadows PLLC at (301) 910-2030 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.

United States securities and exchange commission logo
August 7, 2020
Wayne Tupuola
President
Laser Photonics Corporation
1101 N. Keller Road, Suite G
Orlando, Florida 32810
Re:Laser Photonics Corporation
Amendment No. 2 to Registration Statement on Form 10
Filed July 29, 2020
File No. 000-56166
Dear Mr. Tupuola:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments 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 our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.
Amendment No. 2 to Form 10 filed July 29, 2020
Directors and Executive Officers, page 38
1.We note your response to prior comment 5.  Please tell us how you have determined that
the disclosure of your officers’ business experience is accurate. For example, it appears
from Item 5.02 of the Form 8-K filed on April 3, 2015 by Fonon Corporation (formerly
Mabwe Minerals, Inc.) that: (1) Dmitriy Nikitin was appointed to be the sole director of
the board of directors; (2) he nominated Mr. Bykov to be a director and a majority of the
shareholders elected them as directors; and (3) Mr.  Bykov is a "Director and Chief
Design Engineer." In addition, we note that a press release dated July 6, 2015 indicates
that  Fonon hired "Wayne Tupuola as Vice-President of Operations and Director."

 FirstName LastNameWayne Tupuola
 Comapany NameLaser Photonics Corporation
 August 7, 2020 Page 2
 FirstName LastName
Wayne Tupuola
Laser Photonics Corporation
August 7, 2020
Page 2
Unaudited Interim Financial Statements
Unaudited Statements of Profit and Loss, page F-2
2.We note the changes made in response to comment 8.  Further revise this statement and all
sections of the filing to present your loss per share amounts rounded to the nearest cent, -
 i.e., only two decimal points, so as not to imply a greater level of precision than exists. In
addition, to facilitate an investor's understanding, please consistently present all negative
amounts using parentheses.
            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.
            You may contact Effie Simpson, Staff Accountant), at 202-551-3346 or Martin James,
Senior Advisor, at 202-551-3671 if you have questions regarding comments on the financial
statements and related matters.  Please contact Thomas Jones, Staff Attorney, at 202-551-3602 or
Sherry Haywood, Staff Attorney, at 202-551-3345 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Ernest Stern

CORRESP
1
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LASER PHOTONICS CORPORATION

1101 N. Keller Road, Suite G

Orlando, FL 32810

July 29, 2020

Via Edgar Correspondence

Thomas Jones, Esq.

Special Counsel

Office of Manufacturing

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

 Re: Laser Photonics Corporation

Amendment No. 1 to Registration
Statement on Form 10

Filed June 23, 2020

File No. 000-56166

Dear Mr. Jones:

We have received
your correspondence dated July 7, 2020. We have addressed your comments by reproducing below each comment and providing our response
immediately thereafter.

Amendment No. 1 to Form 10 filed on June 23, 2020

Organizational History, page 1

 1. We note your response to comment three in our letter dated May 27, 2020. Please tell us the basis
for your disclosure on page 1 that your operations allow you to "reduce development and advanced laser equipment manufacturing
time, offer better prices ... competing technologies" and your "recognition as a global leader in manufacturing premium
laser equipment."

Response:
We stated in the disclosure above that we are vertically integrated which forms the basis of our being able to achieve the results
stated. More specifically, the key components of the laser cleaning equipment are motion platforms, processing heads, laser electronics,
chasses, enclosures and laser pumps. We manufacture all these components except for laser pumps. Accordingly, we have efficiencies
in our manufacturing process that our competitors do not have based on our knowledge about their manufacturing processes. In addition,
we have trade secrets involved in how we assemble the various parts and apply the technology that is protected by our vertically
integrated manufacturing process. With respect to our recognition as a global leader in manufacturing premium laser equipment
we can refer you to a sample of the trade press coverage of Laser Photonics, including Data Bridge Market Research and Market
Research Nest in which Laser Photonics was named as one of the top global players in the laser cleaning industry (https://www.journaldairy.com/laser-cleaning-market-2025-emerging-trends-and-prospects-by-leading-players-advanced-laser-technology-alt-anilox-roll-cleaning-systems-clean-lasersysteme-coherent-general-lasertronics-ipg-pho-130947/;
https://amazingherald.com/global-laser-cleaning-machine-production-and-market-share-to-2025/.

 2. We note your deletion in response to comment four in our letter dated May 27, 2020. Please clarify
the disclosure on page 1 that "ICT's portfolio companies are manufacturing" Laser Photonics branded equipment. For example,
are the portfolio companies manufacturing equipment that you manufacture?

Response: We apologize
for any confusion. Laser Photonics Corporation is the manufacturer of the laser cleaning equipment that ICT’s portfolio
companies use or incorporate into the speciality areas of industrial laser equipment which they sell, such as laser marking engraving
and certain types of laser cutting equipment. Laser cutting equipment was initially developed by ICT portfolio companies and,
because of its market size, the decision was made to concentrate laser cleaning and rust removal equipment in a new company under
the name Laser Photonics Corporation.

We may incur cost overruns as a result of fixed price government
contracts, page 19

 3. We note your response to comment 10 in our letter dated May 27, 2020 and your new disclosure on
page 1 that you received a purchase order to provide the U.S. Army with equipment in the amount of $52,535. Please revise your
disclosure throughout your registration statement to clearly and consistently describe your current operations versus your intended
operations. For example, we note the disclosure: (1) in the first risk factor on page 19 about a "number of [y]our current
U.S. Government contracts are multi-award, multi-year IDIQ task order based contracts;" and (2) in the first risk factor on
page 20 about "contractors with whom we have contractual relationships." If you have entered into U.S. Government contracts
and have contractual relationships with contractors, disclose the material terms of the agreements and contractual relationships,
respectively, and consider filing the agreements as exhibits.

Response:
We have amended the Registration Statement to describe our current operations only. Since these are contracts entered into in the
normal course of our business we have not filed the contract with the U.S. Army.

Going Concern, page 37

 4. Please revise the disclosure referring to the Form 1-A within the going concern paragraph.

Response: We have revised
the disclosure to refer to our Registration Statement.

Directors and Executive Officers, page
38

 5. We note your responses to comments 13 and 15 in our letter dated May 27, 2020. Please tell us with
specificity where you revised the disclosure to describe the business experience of Messrs. Tupuola and Bykov with Fonon, including
the period of time when they worked for Fonon.

Response: We have revised
the disclosure to state the roles Messrs. Tupuola and Bykov played with Fonon and the period of time they were associated with
Fonon. Since Fonon’s decision not to continue as a reporting company was a decision made by others than Messrs. Tupuola and
Bykov and was based on new management discovering the lack of tax filings and the challenge of the amount of the accumulated deficit
that made equity financing unattainable, we do not believe a risk factor is required regarding delinquent filings by Fonon.

Certain Relationships and Related Transactions,
and Director Independence, page 47

 6. We note your response to comment 17 in our letter dated
May 27, 2020. Please expand the appropriate section to disclose the identities of the other members of your board and the material
functions performed by the board. Also, disclose when Dmitriy Nikitin became a member of your board and describe the business
experience during the past five years of Mr. Nikitin.

Response: We have disclosed
that Arnold Bykov and Tatiana Nikitina are also members of the Board of Directors. Mr. Nikitin is a member of our Advisory Board,
not a member of our Board of Directors so we have not changed the current disclosure. Our Board of Directors fulfills its statutory
duties under section 17-16-801 of the Wyoming Business Corporation Act so we have not repeated what it is required by law to do
in the amendment to the Registration Statement.

Exhibit Index, page 57

 7. We note the new disclosure on page 47 regarding the
promissory note issued to ICT Investments. Please file as an exhibit the promissory note.

Response: We
have added the promissory note issued to ICT Investments as an exhibit.

Unaudited Statements of Profit and Loss,
page F-2

 8. Revise to present loss per share data on the face of
the statement as required by ASC 260-10-45.

Response:
We have revised the Registration Statement to present the loss per share data as required by ASC 260-10-45.

We are filing
on EDGAR only for SEC access a marked version of the Form 10 to reflect the changes referenced above in response to the SEC’s
comment letter. If you have any further comments or questions regarding our response, please contact our legal counsel, Ernest
M. Stern, Culhane Meadows PLLC at (301) 910-2030 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.

United States securities and exchange commission logo
July 7, 2020
Wayne Tupuola
President
Laser Photonics Corporation
1101 N. Keller Road, Suite G
Orlando, Florida 32810
Re:Laser Photonics Corporation
Amendment No. 1 to Registration Statement on Form 10
Filed June 23, 2020
File No. 000-56166
Dear Mr. Tupuola:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments 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 our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.
Amendment No. 1 to Form 10 filed on June 23, 2020
Organizational History, page 1
1.We note your response to comment three in our letter dated May 27, 2020.  Please tell us
the basis for your disclosure on page 1 that your operations allow you to "reduce
development and advanced laser equipment manufacturing time, offer better prices ...
competing technologies" and your "recognition as a global leader in manufacturing
premium laser equipment."
2.We note your deletion in response to comment four in our letter dated May 27, 2020.
Please clarify the disclosure on page 1 that "ICT's portfolio companies are
manufacturing" Laser Photonics branded equipment. For example, are the portfolio
companies manufacturing equipment that you manufacture?

 FirstName LastNameWayne Tupuola
 Comapany NameLaser Photonics Corporation
 July 7, 2020 Page 2
 FirstName LastName
Wayne Tupuola
Laser Photonics Corporation
July 7, 2020
Page 2
We may incur cost overruns as a result of fixed price government contracts, page 19
3.We note your response to comment 10 in our letter dated May 27, 2020 and your new
disclosure on page 1 that you received a purchase order to provide the U.S. Army with
equipment in the amount of $52,535.  Please revise your disclosure throughout your
registration statement to clearly and consistently describe your current operations versus
your intended operations.  For example, we note the disclosure: (1) in the first risk factor
on page 19 about a "number of [y]our current U.S. Government contracts are multi-award,
multi-year IDIQ task order based contracts;" and (2) in the first risk factor on page 20
about "contractors with whom we have contractual relationships." If you have entered into
U.S. Government contracts and have contractual relationships with contractors, disclose
the material terms of the agreements and contractual relationships, respectively, and
consider filing the agreements as exhibits.
Going Concern, page 37
4.Please revise the disclosure referring to the Form 1-A within the going concern paragraph.
Directors and Executive Officers, page 38
5.We note your responses to comments 13 and 15 in our letter dated May 27, 2020.  Please
tell us with specificity where you revised the disclosure to describe the business
experience of Messrs. Tupuola and Bykov with Fonon, including the period of time when
they worked for Fonon.
Certain Relationships and Related Transactions, and Director Independence, page 47
6.We note your response to comment 17 in our letter dated May 27, 2020.  Please expand
the appropriate section to disclose the identities of the other members of your board and
the material functions performed by the board.  Also, disclose when Dmitriy
Nikitin became a member of your board and describe the business experience during the
past five years of Mr. Nikitin.
Exhibit Index, page 57
7.We note the new disclosure on page 47 regarding the promissory note issued to ICT
Investments.  Please file as an exhibit the promissory note.
Unaudited Statements of Profit and Loss, page F-2
8.Revise to present loss per share data on the face of the statement as required by ASC 260-
10-45.

 FirstName LastNameWayne Tupuola
 Comapany NameLaser Photonics Corporation
 July 7, 2020 Page 3
 FirstName LastName
Wayne Tupuola
Laser Photonics Corporation
July 7, 2020
Page 3
             You may contact Effie Simpson, Staff Accountant, at 202-551-3346 or Martin James,
Senior Advisor, at 202-551-3671 if you have questions regarding comments on the financial
statements and related matters.  Please contact Thomas Jones, Staff Attorney, at 202-551-3602 or
Sherry Haywood, Staff Attorney, at 202-551-3345 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Ernest Stern

CORRESP
1
filename1.htm

LASER PHOTONICS CORPORATION

1101 N. Keller Road, Suite G

Orlando, FL 32810

June 23, 2020

Via Edgar Correspondence

Thomas Jones, Esq.

Special Counsel

Office of Manufacturing

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    Re:
    Laser Photonics Corporation

    Registration Statement on Form 10 Filed April 30, 2020

    File No. 000-56166

Dear Mr. Jones:

We have received
your correspondence dated May 27, 2020. We have addressed your comments by reproducing below each comment and providing our response
immediately thereafter.

General

 1. Your registration statement will become effective 60 days after you filed
it with the Commission and you will then be responsible for filing reports required by Section 13 of the Securities Exchange Act
of 1934, even if we have not completed the review of your filing. If you cannot resolve the comments before that time, you should
consider withdrawing the filing before it becomes effective. You could then refile when you are able to respond to the comments.

Response: We believe
that our response to your comments should allow us to go effective without the need to withdraw and refile our Form 1-A.

 2. Please revise your filing to disclose that you are a shell company, as defined
by Rule 12b- 2 under the Exchange Act, because you appear to have no or nominal operations and nominal assets. Accordingly, please
prominently disclose your shell company status and disclose the consequences of that status. If you do not believe you are a shell
company, please provide us with your legal analysis. Rule 144 is not available for resale of securities initially issued by shell
companies. This is because shareholders who receive shares from a shell company are considered underwriters with respect to their
resales until the company is no longer a shell company and adequate information (Form 10 information) has been available to the
market for a period of twelve months. See Rule 144(i)(1)(i). If you do not believe you are a shell company, please provide us with
your legal analysis.

Response: We do not believe
that we are a shell company under Rule 144(i)(1)(i) since we have substantial assets and operations which have resulted in gross
revenues for the three months ended March 31, 2020 of $534,650 as set forth in the most recent financial statements that are included
in Amendment No. 1 to our registration statement.

Organizational History, page 1

 3. We note your disclosure about your operations and products, such as your
disclosure on page 1 that your operations allow you to "reduce development and advanced laser equipment manufacturing time"
and that you sell your products "globally to end users and principally Fortune 1000 companies" and your disclosure on
page 6 that you "develop and manufacture most of [y]our critical assemblies." Please significantly revise your disclosure
throughout your registration statement to clearly and consistently describe that you do not have any revenue or products and clearly
describe your current operations versus your intended operations.

Response: We have amended
our Form 10 to disclose our current operations to substantiate these statements.

 4. Please clarify the disclosure on page 1 that "ICT's portfolio companies
are manufacturing" Laser Photonics branded equipment. Please also clarify disclosure that you recognize the value of the brand
as an intangible asset on your financial statements. In this regard, we note that disclosure on pages F-2 and F-8 does not contain
intangible assets.

Response: We have amended
our disclosure to clarify the statement that “ICT’s portfolio companies are manufacturing” Laser Photonics branded
equipment and deleted the statement that we recognize the value of the brand as an intangible asset on our financial statements.

 5. We note your disclosure here that your brand was used by Laser Photonics
Inc. and on page 35 that a number of your executive officers are currently also officers of Laser Photonics Inc. Please describe
your current relationship with Laser Photonics Inc. including whether you are separate companies or related companies and whether
you have the same owners.

Response: We have revised
our disclosure to delete references to Laser Photonics Inc. and to clarify that the reference should have been to ICT Investments.

 6. We note that you mention in your January 22, 2020 press release that Dmitriy
Nikitin was your "CTO and interim CEO of Laser Photonics Corporation." However, it does not appear that your disclosure
mentions that Dmitry Nikitin was an officer of the company. Please advise or revise accordingly.

Response: We are not
aware of the January 22, 2020 press release to which you are referring but assuming that it was issued by us we

are advising you
that the press release was in error and that the role of Dmitriy Nikitin is an adviser to Laser Photonics as we have now stated
in Amendment No. 1 to the registration statement.

Diversified IP and Knowhow, page 6

 7. Please disclose the material terms of the agreements in which you were able
to secure right for use of patents, licenses, brands, trademarks, trade secrets and proprietary technology mentioned on page 6
and file the agreements as exhibits. In addition, clarify what you mean by the phrase "statistically significant high barriers"
mentioned on page 6.

Response: We have
amended this statement to clarify that ICT has provided us know-how and trade secrets

Product Warranty and Support, page 7

 8. Please reconcile the disclosure in this section about the warranty period
with the disclosure in the second risk factor on page 16.

Response: We do not believe
that the warranty risk is significant so we have deleted the risk factor on page 16.

Patents and License Rights, Intellectual Property,
page 8

 9. Please provide the disclosure required by Item 101(h)(4)(vii) of Regulation S-K, such as the duration
of your material patents.

Response: We do not have
any patents, only know-how and trade secrets, and have made that clarification in the registration statement.

We depend on the U.S. Government for a portion of
our business, page 16

 10. Revise your registration statement to consistently and clearly disclose that you do not have any
revenue including the following disclosure: (1) in this risk factor about the percentage of revenues; (2) in the first risk factor
on page 19 about a "number of [y]our current U.S. Government contracts are multi-award, multi-year IDIQ task order based contracts;"
and (3) in the first risk factor on page 20 about "contractors with whom we have contractual relationships." If you have
entered into U.S. Government contracts and have contractual relationships with contractors, disclose the material terms of the
agreements and contractual relationships, respectively, and file the agreements as exhibits.

Response: We have revised
our registration statement to consistently and clearly disclose the revenues that we have received for the quarter ended March
31, 2020 from commercial sales which totaled $534,650 and a sale on April 9, 2020 to the U.S. Army on April 9, 2020 in the amount
of $52,535 for laser cleaning equipment.

Management's Discussion and Analysis, page 33

 11. Please tell us why your disclosure in this section does not mention that you have established a
$1 million promotion budget. In this regard, we note the promotional budget mentioned in the article entitled "Laser Cleaning
Promotional Budget by Laser Photonics Corp." on your website.

Response: We have
included the $1 million promotion budget in a revised MD&A in our Amendment No. 1 to our Form 10 registration statement.

Properties, page 35

 12. Please make the disclosures consistent in this section and on page 44 about rent of approximately
$4,050 per month with your disclosure in Note 3 on page F-12 about the cost of $14,377.50 per month.

Response: We have made
the disclosures consistent regarding our monthly rent payments on page 44 and Note 3 to our financial statements.

Directors and Executive Officers, page 35

 13. Please disclose when Mr. Tupuola became your president and chairman of the board and describe his
business experience during the past five years. For example, it is unclear why your disclosure does not address Fonon Corporation.
Please balance your disclosure with information regarding any material delinquent filings of the identified companies, and include
any appropriate risk factor. Finally, please revise to disclose briefly the specific experience, qualifications, attributes or
skills that led to your conclusion that Mr. Tupuola should serve as a director in light of your business and structure. For guidance,
see Item 401(e)(1) of Regulation S-K.

Response: We have provided
the additional business experience of Mr. Tupuola and his involvement with Fonon Corporation for which he was an independent contractor.
Accordingly, we do not believe a risk factor is required with respect to late filings by Fonon Corporation since that was a strategic
decision made by others not to have it continue as a public company in part a consequence of new management discovering the lack
of tax filings and the challenge of the amount of the accumulated deficit.

 14. Please disclose when Tatiana Nikitina became your secretary and marketing director. Also, disclose
the nature of any family relationship between Tatiana Nikitina and Dmitriy Nikitin.

Response: We have disclosed
the date when Tatiana Nikitina became secretary and marketing director of Laser Photonics Corporation and disclosed that Tatiana
Nikitina is the daughter of Dmitriy Nikitin.

 15. Please disclose when Mr. Bykov became your chief design engineer. Also, describe
the business experience during the past five years of Mr. Bykov. For example, it is unclear why your disclosure does not address
Fonon Corporation. Also, balance your disclosure with information regarding any material delinquent filings of the identified companies,
and include any appropriate risk factor.

Response: We have disclosed
the date when Mr. Bykov became our chief design engineer and his business background, including his role with Fonon Corporation.
We do not believe any risk factor is required since the late filings by Fonon Corporation was a decision made by others not to
have it continue as a public company as stated in our response to comment 13.

 16. Please identify who is performing the functions of principal financial officer.

Response: The person
who is performing the functions of principal financial officer is Wayne Tupuola for now who has the assistance of the accounting
firm MKA CPA and is also actively interviewing candidates for the Chief Financial Officer position.

Certain Relationships and
Related Transactions, and Director Independence, page 44

 17. Please revise to identify Dmitriy Nikitin as a promoter, as required under
Item 404(c) of Regulation of S-K, or advise us why you believe he is not a promoter. Please refer to Rule 405 of Regulation C for
further guidance.

Response: We have revised
our disclosure to identify Dmitriy Nikitin as a promoter and a member of our Board of Advisors.

 18. You disclose on page 1 that ICT Investments acquired the Laser Photonics brand at a public auction.
Disclose here and page 1 when ICT Investments acquired the brand at an auction. Further, please clearly describe whether you or
ICT Investments are the current owner of the Laser Photonics brand and, if true, when and how you acquired the Laser Photonics
brand from ICT Investments, and the terms of such agreement including the duration. Please file any agreements as exhibits. Also,
please provide the information required by Item 404(c)(1)(ii) of Regulation S-K.

Response: We have revised
our disclosure to state that (i) the date ICT Investments acquired the brand at an auction in Orlando was in 2000, (ii) ICT Investments
is the current owner of the Laser Photonics brand and (iii) the terms of the exclusive license agreement between us and ICT Investments
for the acquisition of the Laser Photonics brand and its duration. We have filed the exclusive license agreement as an exhibit.

Item 15. Financial Statements
and Exhibits, page 52

 19. Please update your financial statements and other financial information to
comply with Rule 8-08 of Regulation S-X prior to effectiveness of the filing. In addition, update the COVID-19 discussion on page
33 to provide disclosures about the material impact of the pandemic to your business, consistent with CF Disclosure Guidance Topic
No. 9.

Response: We have
updated the financial statements and other financial information as of the three months ended March 31, 2020 to comply with Rule8-08
of Regulation S-X and also have updated the COVID-19 discussion on page 33 to disclose the material impact of the pandemic on our
business consistent with CF Disclosure Guidance Topic No. 9.

Financial Statements of Laser
Photonics Corporation Statements of Cash Flows, page F-5

 20. We note from page F-8 that on December 31, 2019 you acquired certain sales demonstration equipment
valued at $495,150 in exchange for 2,616,316 shares of your common stock. Please explain to us how your presentation of this non-cash
transaction in this statement is consistent with ASC 230-10-45 and ASC 230-10-50-3 through 50-6. Otherwise, revise your presentation
to comply with that guidance.

Response: We have revised
our presentation to delete reference to this as a non-cash transaction.

Note 2 - Summary of Significant
Accounting Policies Revenue Recognition, page F-9

 21. Revise this note and all other sections of the filing to clarify that you have earned no revenues
during the periods presented, and to correctly disclose the revenue recognition policies you intend to apply pursuant to ASC Topic
606 - Revenue from Contracts with Customers. In addition, revise the filing to eliminate or clarify the inconsistent disclosure,
for example on page 16, indicating that 10% of your U.S. revenues have been from sales and services rendered directly or indirectly
to the U.S. Government.

Response: We have revised
this note to clarify that as of December 31, 2019 we had earned no revenues and disclosed the revenue recognition policies we intend
to apply pursuant to ASC Topic 606. We have eliminated any inconsistent disclosure regarding our revenues from sales and services
rendered directly or indirectly to the U.S. Government.

We are filing
on EDGAR only for SEC access a marked version of the Form 10 to reflect the changes referenced above in response to the SEC’s
comment letter. If you have any further comments or questions regarding our response, please contact our legal counsel, Ernest
M. Stern, Culhane Meadows PLLC at (301) 910-2030 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.

United States securities and exchange commission logo
May 27, 2020
Wayne Tupuola
President
Laser Photonics Corporation
1101 N. Keller Road, Suite G
Orlando, Florida 32810
Re:Laser Photonics Corporation
Registration Statement on Form 10-12G
Filed April 30, 2020
File No. 000-56166
Dear Mr. Tupuola:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments 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 our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.
Form 10 filed April 30, 2020
General
1.Your registration statement will become effective 60 days after you filed it with the
Commission and you will then be responsible for filing reports required by Section 13 of
the Securities Exchange Act of 1934, even if we have not completed the review of your
filing. If you cannot resolve the comments before that time, you should consider
withdrawing the filing before it becomes effective. You could then refile when you are
able to respond to the comments.
2.Please revise your filing to disclose that you are a shell company, as defined by Rule 12b-
2 under the Exchange Act, because you appear to have no or nominal operations and
nominal assets. Accordingly, please prominently disclose your shell company status and
disclose the consequences of that status. If you do not believe you are a shell company,
please provide us with your legal analysis. Rule 144 is not available for resale of securities

 FirstName LastNameWayne Tupuola
 Comapany NameLaser Photonics Corporation
 May 27, 2020 Page 2
 FirstName LastName
Wayne Tupuola
Laser Photonics Corporation
May 27, 2020
Page 2
initially issued by shell companies. This is because shareholders who receive shares from
a shell company are considered underwriters with respect to their resales until the
company is no longer a shell company and adequate information (Form 10 information)
has been available to the market for a period of twelve months. See Rule 144(i)(1)(i).  If
you do not believe you are a shell company, please provide us with your legal analysis.
Organizational History, page 1
3.We note your disclosure about your operations and products, such as your disclosure on
page 1 that your operations allow you to "reduce development and advanced laser
equipment manufacturing time" and that you sell your products "globally to end users and
principally Fortune 1000 companies" and your disclosure on page 6 that you "develop and
manufacture most of [y]our critical assemblies."  Please significantly revise your
disclosure throughout your registration statement to clearly and consistently describe that
you do not have any revenue or products and clearly describe your current operations
versus your intended operations.
4.Please clarify the disclosure on page 1 that "ICT's portfolio companies are
manufacturing" Laser Photonics branded equipment. Please also clarify disclosure that
you recognize the value of the brand as an intangible asset on your financial statements. In
this regard, we note that disclosure on pages F-2 and F-8 does not contain intangible
assets.
5.We note your disclosure here that your brand was used by Laser Photonics Inc. and on
page 35 that a number of your executive officers are currently also officers of Laser
Photonics Inc. Please describe your current relationship with Laser Photonics Inc.
including whether you are separate companies or related companies and whether you have
the same owners.
6.We note that you mention in your January 22, 2020 press release that Dmitriy Nikitin was
your "CTO and interim CEO of Laser Photonics Corporation."  However, it does not
appear that your disclosure mentions that Dmitry Nikitin was an officer of the company.
Please advise or revise accordingly.
Diversified IP and Knowhow, page 6
7.Please disclose the material terms of the agreements in which you were able to secure
right for use of patents, licenses, brands, trademarks, trade secrets and proprietary
technology mentioned on page 6 and file the agreements as exhibits. In addition, clarify
what you mean by the phrase "statistically significant high barriers" mentioned on page 6.
Product Warranty and Support, page 7
8.Please reconcile the disclosure in this section about the warranty period with the
disclosure in the second risk factor on page 16.

 FirstName LastNameWayne Tupuola
 Comapany NameLaser Photonics Corporation
 May 27, 2020 Page 3
 FirstName LastName
Wayne Tupuola
Laser Photonics Corporation
May 27, 2020
Page 3
Patents and License Rights, Intellectual Property, page 8
9.Please provide the disclosure required by Item 101(h)(4)(vii) of Regulation S-K, such as
the duration of your material patents.
We depend on the U.S. Government for a portion of our business, page 16
10.Revise your registration statement to consistently and clearly disclose that you do not have
any revenue including the following disclosure: (1) in this risk factor about the percentage
of revenues; (2) in the first risk factor on page 19 about a "number of [y]our current U.S.
Government contracts are multi-award, multi-year IDIQ task order based contracts;" and
(3) in the first risk factor on page 20 about "contractors with whom we have contractual
relationships." If you have entered into U.S. Government contracts and have contractual
relationships with contractors, disclose the material terms of the agreements and
contractual relationships, respectively, and file the agreements as exhibits.
Management's Discussion and Analysis, page 33
11.Please tell us why your disclosure in this section does not mention that you have
established a $1 million promotion budget.  In this regard, we note the promotional budget
mentioned in the article entitled "Laser Cleaning Promotional Budget by Laser Photonics
Corp." on your website.
Properties, page 35
12.Please make the disclosures consistent in this section and on page 44 about rent of
approximately $4,050 per month with your disclosure in Note 3 on page F-12 about the
cost of $14,377.50 per month.
Directors and Executive Officers, page 35
13.Please disclose when Mr. Tupuola became your president and chairman of the board and
describe his business experience during the past five years.  For example, it is unclear why
your disclosure does not address Fonon Corporation. Please balance your disclosure with
information regarding any material delinquent filings of the identified companies, and
include any appropriate risk factor. Finally, please revise to disclose briefly the specific
experience, qualifications, attributes or skills that led to your conclusion that Mr. Tupuola
should serve as a director in light of your business and structure.  For guidance, see Item
401(e)(1) of Regulation S-K.
14.Please disclose when Tatiana Nikitina became your secretary and marketing director.
Also, disclose the nature of any family relationship between Tatiana Nikitina and Dmitriy
Nikitin.
15.Please disclose when Mr. Bykov became your chief design engineer.  Also, describe the
business experience during the past five years of Mr. Bykov.  For example, it is unclear

 FirstName LastNameWayne Tupuola
 Comapany NameLaser Photonics Corporation
 May 27, 2020 Page 4
 FirstName LastName
Wayne Tupuola
Laser Photonics Corporation
May 27, 2020
Page 4
why your disclosure does not address Fonon Corporation.  Also, balance your disclosure
with information regarding any material delinquent filings of the identified companies,
and include any appropriate risk factor.
16.Please identify who is performing the functions of principal financial officer.
Certain Relationships and Related Transactions, and Director Independence, page 44
17.Please revise to identify Dmitriy Nikitin as a promoter, as required under Item 404(c) of
Regulation of S-K, or advise us why you believe he is not a promoter.  Please refer to
Rule 405 of Regulation C for further guidance.
18.You disclose on page 1 that ICT Investments acquired the Laser Photonics brand at a
public  auction. Disclose here and page 1 when ICT Investments acquired the brand at an
auction. Further, please clearly describe whether you or ICT Investments are the current
owner of the Laser Photonics brand and, if true, when and how you acquired the Laser
Photonics brand from ICT Investments, and the terms of such agreement including the
duration. Please file any agreements as exhibits. Also, please provide the information
required by Item 404(c)(1)(ii) of Regulation S-K.
Item 15. Financial Statements and Exhibits, page 52
19.Please update your financial statements and other financial information to comply
with Rule 8-08 of Regulation S-X prior to effectiveness of the filing.  In addition, update
the COVID-19 discussion on page 33 to provide disclosures about the material impact of
the pandemic to your business, consistent with CF Disclosure Guidance Topic No. 9.
Financial Statements of Laser Photonics Corporation
Statements of Cash Flows, page F-5
20.We note from page F-8 that on December 31, 2019 you acquired certain sales
demonstration equipment valued at $495,150 in exchange for 2,616,316 shares of your
common stock. Please explain to us how your presentation of this non-cash transaction in
this statement is consistent with ASC 230-10-45 and ASC 230-10-50-3 through 50-6.
Otherwise, revise your presentation to comply with that guidance.
Note 2 - Summary of Significant Accounting Policies
Revenue Recognition, page F-9
21.Revise this note and all other sections of the filing to clarify that you have earned no
revenues during the periods presented, and to correctly disclose the revenue recognition
policies you intend to apply pursuant to ASC Topic 606 - Revenue from Contracts with
Customers. In addition, revise the filing to eliminate or clarify the inconsistent disclosure,
for example on page 16, indicating that 10% of your U.S. revenues have been from sales
and services rendered directly or indirectly to the U.S. Government.

 FirstName LastNameWayne Tupuola
 Comapany NameLaser Photonics Corporation
 May 27, 2020 Page 5
 FirstName LastName
Wayne Tupuola
Laser Photonics Corporation
May 27, 2020
Page 5
            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.
            You may contact Effie Simpson, Staff Accountant, at 202-551-3346 or Martin James,
Senior Advisor, at 202-551-3671 if you have questions regarding comments on the financial
statements and related matters.  Please contact Thomas Jones, Staff Attorney, at 202-551-3602 or
Sherry Haywood, Staff Attorney, at 202-551-3345 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Ernest Stern