SecProbe.io

CORRESP
 1
 filename1.htm

 July 25, 2025

 Via EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Industrial Applications and Services

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

 Attention: Nicholas O'Leary

 Re:
 Standard Dental Labs Inc.

 Amendment No. 2 to Offering Statement on Form
1-A
 Filed May 15, 2025

 File No. 024-12428

 Ladies and Gentlemen:

 This letter is in response to
the comments of the staff of the Securities and Exchange Commission (the "Commission") in the letter dated June 10, 2025 regarding
Amendment No. 2 to the Offering Statement of Form 1-A of Standard Dental Labs Inc. (the "Company"). Below are our responses
to each of the comments raised by the Commission. In relation to the Company's responses, the Company has filed an Amendment No.
3 to the Offering Statement on Form 1-A ("Amendment No. 3").

 Amendment No. 2 to Offering
Statement on Form 1-A filed May 15, 2025

 Report of Independent Registered
Public Accounting Firm, page 44

 SEC Comment No. 1

 1. Please revise your Form 1-A to provide disclosures regarding your change in accountants
similar to those referenced in Item 4 of the Form 1-U. Also, please provide a letter regarding the change in certifying accountant as
an exhibit to the Form 1-A. Refer to Item 17(9) of Part III of the Form 1-A.

 Company Response

 1. The Company has added the required disclosure under the heading "Change in
Independent Registered Public Accounting Firm" in Amendment No. 3 and filed the letter from the Company's former independent
registered public accounting firm as Exhibit 9.1 to Amendment No. 3.

 1

 Balance Sheets, page 46

 SEC Comment No. 2

 2. In regard to the negative advance payable – related party of $7,691, which
your disclosures on page 41 indicate are with respect to an excess of expenses paid by you that were incurred by Mr. Brooks, please address
the following:

 · Please further expand your disclosures to address why your President would have
been reimbursed amounts in excess of expenses incurred on behalf of the company as well as the terms associated with the repayment.

 · Please address what consideration was given to reflecting this as a receivable
from a related party instead of as a liability.

 · Please confirm that all expenses incurred by your President on the company's behalf
have been reflected in your financial statements. Refer to SAB Topic 1:B.1.

 Company Response

 2. The Company notes the following:

 a. The negative advance payable of $7,691 resulted from timing differences between
Company-incurred obligations paid for by Mr. Brooks and Mr. Brooks withdrawing funds from Company accounts to pay for such Company-incurred
expenses. At certain times, expenses were prepaid by the Company through a withdraw by Mr. Brooks who then made the payment on behalf of
the Company but such payment had not yet been substantiated by matching receipts at the time the books were closed for the financial period.
Upon review, because the Company owes Mr. Brooks principal and interest on his outstanding convertible promissory note, the Company has
determined to reconcile the balance of the note each year, considering (i) interest accrued on the outstanding principal, (ii) reimbursable
business expenses paid personally by Mr. Brooks, (iii) withdrawals made by Mr. Brooks, and (iv) any transfers from Mr. Brooks' balance.
Withdrawals and transfers reduce the amount owed under the note. Any excess or shortfall arising from timing differences among accrued
interest, expenses, withdrawals, and transfers is reflected as a related party payable or receivable. Based on this reconciliation, the
Company has revised its financial statements and updated disclosures in Note 6 in Amendment No. 3 to reflect that as of December 31, 2024,
the Company has recorded an advance payable to Mr. Brooks of $0 (2023: $32,394).

 b. We considered presenting the amount in the prior financial statements as a related
party receivable; however, due to the timing of the identification and nature of the underlying transactions, we concluded it was more
conservative to reflect it as a liability. We have updated our disclosures in Amendment No. 3 to reflect an advance payable.

 c. We confirm that all expenses incurred by our President on behalf of the Company
have been recorded in the financial statements, in accordance with SAB Topic 1:B:1.

 Statements of Operations, page
47

 SEC Comment No. 3

 3. There appears to be a calculation error in your determination of net loss per common
share for 2022. Specifically, the net loss per common share does not appear to equal the net loss divided by the weighted average common
shares outstanding. Please advise or revise as necessary.

 Company Response

 3. The Company notes the clerical error made in the filing of financial statements
in Amendment No. 2 and notes that the correct amount for the 2022 net loss per common share was contained in the footnotes to the financial
statements. The Company has corrected the clerical error in the financial statements filed with Amendment No. 3.

 2

 SEC Comment
No. 4

 4. If you continue to include statements of operations and stockholders' equity
for 2022, please tell us how you considered the recapitalization in calculating the weighted average common shares outstanding for 2022.
Specifically, it appears the periods prior to the reverse recapitalization should reflect Prime Dental only and the "shares issued
under the acquisition agreement" line item on the statement of stockholders' equity should reflect the number of shares retained
by Standard Dental, with amounts adjusted for the subsequent stock split. For purposes of computing EPS, the number of shares outstanding
for the period from the beginning of the fiscal year to the date of the acquisition should be the number of shares issued by Standard
Dental to Prime Dental. For the period from the date of the acquisition to the end of the fiscal year, the number of shares to be used
in the calculation of EPS should be the actual number of shares of the combined entity outstanding in that period. The weighted average
number of shares to be used in computing EPS would be calculated on the basis of the numbers determined for the two periods as described.

 Company
Response

 4. The Company has revised the financial statements in Amendment No. 3 and has removed
this period.

 Note 8.
Services Agreement with Contracted Operator, page 58

 SEC Comment No. 5

 5. We
note your response to comment 15. Please address the following:

 · We note that the contracted operator is responsible for furnishing labor, materials,
supplies, labor and/or goods required to manufacture dental prosthetics and orthodontics. Based on the description of the services provided
in your disclosures on page 58 as well as the subcontract agreements filed as exhibits, it appears that all amounts paid under the subcontract
agreement are costs incurred directly related to the manufacturing of dental prosthetics. In this regard, it is not clear how you determined
that a portion of the amounts paid should be excluded from cost of sales as well as how you came up with the amount to exclude. Please
advise

 · Please tell us the specific amounts reflected in general and administrative expenses
for each period presented.

 · As previously requested, please expand your disclosures in MD&A related to
the contracted operator agreement to discuss whether this agreement has been renewed and the impact of not being able to do so if it has
not been renewed. Specifically we note that the agreement was entered into on August 31, 2022 and has an initial term of up to two years.
This would indicate that the agreement may terminate on August 31, 2024. We remind you that Instruction 1 to Item 9A of the Form 1-A states
that your discussion and analysis shall focus specifically on material events and uncertainties known to management that would cause reported
financial information not to be necessarily indicative of future operating results or of future financial condition. This would include
descriptions and amounts of matters that have had an impact on reported operations that are not expected to have an impact upon future
operations.

 3

 Company Response

 5. The Company notes the staff's comments and responds as follows:

 (a) The Company records cost of sales based on the direct materials and labor required
to produce finished dental prosthetics. Since inception, the Company has maintained a standardized product pricing list, which includes
embedded labor and material cost assumptions. Payments made to the subcontracted operator are disaggregated between cost of goods sold
and sales and marketing expenses based on the underlying services rendered.

 (b) The following table, which has been added to Note 8 of the financial statements
presented in Amendment No. 3, presents a breakdown of revenue, cost of goods sold, and selling and marketing expenses (included within
general and administrative expenses) for each year:

 2024
 2023
 2022

 Revenue
 $ 284,095
 $ 339,466
 $ 173,329

 Cost of goods sold
 166,610
 197,860
 101,054

 Gross Profit
 117,485
 141,606
 72,275

 Selling and marketing expenses
 98,462
 118,677
 60,572

 (c) The Company has revised its disclosure on pages 2, 26, 31 and 33 of Amendment
No. 3 and Note 8 to the financial statements filed with Amendment No. 3 to expand on its disclosure regarding the services agreement.
The Company notes that the services agreement was terminated by mutual consent of the parties on July 1, 2025. The Company is now managing
its own lab facility and is leasing the building and property. Manufacturing of dental prosthetics is now performed by Company technicians
and client relationships are managed directly by Standard Dental Labs.

 Please contact our counsel, Jason
K. Brenkert of Dorsey & Whitney LLP, at 303-352-1133 or brenkert.jason@dorsey.com with
any questions regarding these responses.

 Sincerely,

 STANDARD DENTAL LABS INC.

 /s/ James Brooks

 James Brooks

 Chief Executive Officer

 cc:	Jason K. Brenkert , Esq.

 4

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 10, 2025

James Brooks
Chief Executive Officer
Standard Dental Labs Inc.
424 E Central Blvd
Suite 308
Orlando, Florida 32801

 Re: Standard Dental Labs Inc.
 Amendment No. 2 to Offering Statement on Form 1-A
 Filed May 15, 2025
 File No. 024-12428
Dear James Brooks:

 We have reviewed your amended offering statement and have the following
comments.

 Please respond to this letter by amending your offering statement and
providing the
requested information. If you do not believe a comment applies 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 offering statement and the
information you
provide in response to this letter, we may have additional comments. Unless we
note
otherwise, any references to prior comments are to comments in our August 23,
2024, letter.

Amendment No. 2 to Offering Statement on Form 1-A filed May 15, 2025
Report of Independent Registered Public Accounting Firm, page 44

1. Please revise your Form 1-A to provide disclosures regarding your change
in
 accountants similar to those referenced in Item 4 of the Form 1-U. Also,
please
 provide a letter regarding the change in certifying accountant as an
exhibit to the Form
 1-A. Refer to Item 17(9) of Part III of the Form 1-A.
Balance Sheets, page 46

2. In regard to the negative advance payable related party of $7,691,
which your
 disclosures on page 41 indicate are with respect to an excess of
expenses paid by you
 that were incurred by Mr. Brooks, please address the following:
 June 10, 2025
Page 2

 Please further expand your disclosures to address why your
President would have
 been reimbursed amounts in excess of expenses incurred on behalf of
the
 company as well as the terms associated with the repayment.
 Please address what consideration was given to reflecting this as
a receivable
 from a related party instead of as a liability.
 Please confirm that all expenses incurred by your President on the
company's
 behalf have been reflected in your financial statements. Refer to
SAB Topic
 1:B.1.
Statements of Operations, page 47

3. There appears to be a calculation error in your determination of net
loss per common
 share for 2022. Specifically, the net loss per common share does not
appear to equal
 the net loss divided by the weighted average common shares outstanding.
Please
 advise or revise as necessary.
4. If you continue to include statements of operations and stockholders
equity for 2022,
 please tell us how you considered the recapitalization in calculating
the weighted
 average common shares outstanding for 2022. Specifically, it appears the
periods
 prior to the reverse recapitalization should reflect Prime Dental only
and the shares
 issued under the acquisition agreement line item on the statement of
stockholders
 equity should reflect the number of shares retained by Standard Dental,
with amounts
 adjusted for the subsequent stock split. For purposes of computing EPS,
the number of
 shares outstanding for the period from the beginning of the fiscal year
to the date of
 the acquisition should be the number of shares issued by Standard Dental
to Prime
 Dental. For the period from the date of the acquisition to the end of
the fiscal year, the
 number of shares to be used in the calculation of EPS should be the
actual number of
 shares of the combined entity outstanding in that period. The weighted
average
 number of shares to be used in computing EPS would be calculated on the
basis of the
 numbers determined for the two periods as described.
Note 8. Services Agreement with Contracted Operator, page 58

5. We note your response to comment 15. Please address the following:
 We note that the contracted operator is responsible for furnishing
labor, materials,
 supplies, labor and/or goods required to manufacture dental
prosthetics and
 orthodontics. Based on the description of the services provided in
your disclosures
 on page 58 as well as the subcontract agreements filed as exhibits, it
appears that
 all amounts paid under the subcontract agreement are costs incurred
directly
 related to the manufacturing of dental prosthetics. In this regard, it
is not clear
 how you determined that a portion of the amounts paid should be
excluded from
 cost of sales as well as how you came up with the amount to exclude.
Please
 advise.
 Please tell us the specific amounts reflected in general and
administrative
 expenses for each period presented.
 As previously requested, please expand your disclosures in MD&A
related to the
 contracted operator agreement to discuss whether this agreement has
been
 June 10, 2025
Page 3

 renewed and the impact of not being able to do so if it has not been
renewed.
 Specifically we note that the agreement was entered into on August
31, 2022 and
 has an initial term of up to two years. This would indicate that the
agreement may
 terminate on August 31, 2024. We remind you that Instruction 1 to
Item 9A of the
 Form 1-A states that your discussion and analysis shall focus
specifically on
 material events and uncertainties known to management that would
cause
 reported financial information not to be necessarily indicative of
future operating
 results or of future financial condition. This would include
descriptions and
 amounts of matters that have had an impact on reported operations
that are not
 expected to have an impact upon future operations.

 Please contact Nudrat Salik at 202-551-3692 or Terence O'Brien at
202-551-3355 if
you have questions regarding comments on the financial statements and related
matters. Please contact Nicholas O'Leary at 202-551-4451 or Katherine Bagley at
202-551-
2545 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Jason Brenkert, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 May 15, 2025

 Via EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Indusrial Applications and Services

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

 Attention: Nicholas O'Leary

 Re:
 Standard Dental Labs Inc.

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

 File No. 024-12428

 Ladies and Gentlemen:

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

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

 SEC Comment No. 1

 1. We note your revisions in response to prior comment 3 and we reissue in part. Please
revise the disclaimer in the Offering Circular Summary to remove the inappropriate disclaimer "[t]he following summary is qualified
in its entirety by the more detailed information appearing elsewhere in this Offering Circular and/or incorporated by reference in this
Offering Circular. "

 Company Response

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

 Offering Circular Summary Business
Overview, page 1

 SEC Comment No. 2

 2. We note your revisions to prior comment 4 and we reissue the comment. The disclosure
here in the summary section should provide a balanced presentation of your business, including a brief overview of the key aspects of
the offering. Please revise your summary as follows:

 • Please revise to clarify the current business activities of each Standard Dental
Labs Inc. and Smile Dental, and to be consistent throughout the document. For example, clarify whether the production of products is done
by Standard Dental Labs, Inc. or Smile Dental. Here, we note on page 1 that "[w]e provide dental lab services to more than 50 dental
practices and produce approximately 500 dental prosthetics each month." We note your disclosure on page 20 "the Company has
engaged the labor and manufacturing services of Smile Dental as a contract manufacturer." Please clarify whether you engage in the
same business activities under each tradename.

 1

 May 15, 2025

 Page 2

 • Please revise your discussion of your current business activities to include a
brief description of your current dental lab operations, including the products and services you offer.

 • Please revise the disclosure of your activities searching for lab operations to
acquire to provide additional detail regarding how you identify the regional markets and smaller lab operations you target businesses
and to discuss the current status of your expansion activities. We note your disclosure on page 23 that the "business model acquired
from SDL includes metrics and data in order to allow the company to quickly identify and purchase privately owned dental lab operations."

 • We note the removal of the disclosure on page 1 of your attempted acquisition of
a surgical materials supplier in Mexico. Please restore this disclosure and clarify if any material agreements were in place, any payments
made such as termination fees, and the reason the acquisition did not go through.

 • Clarify what role your sole officer and employee has in the search and development
operations as compared to day-to-day supervision of current business operations. Revise the risk factors to address the risks associated
with having one executive officer in multiple roles. We note your disclosure on page 30 "[g]iven his background and experience building
operations from the ground up, Mr. Brooks has a clear vision of how to identify and acquire target companies for Standard Dental Labs,
and how to execute the company's business plan."

 Finally, when revising your summary,
balance the disclosure by including disclosure regarding your limited operating history in your current business segment and your history
of net losses.

 Company Response

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

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

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

 •
 Provide additional detail regarding how you identify the regional markets and smaller lab operations you target businesses and
to discuss the current status of your expansion activities.

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

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

 May 15, 2025

 Page 3

 Risks Related to a Purchase
of the Offered Shares

 We may seek additional capital
that may result in stockholder dilution or that may have rights senior to those of our common stock, page 8

 SEC Comment No. 3

 3. We note your response to prior comment 6 that the purchase agreement with World
Amber has been terminated. It does not appear that you have revised the offering statement to reflect the termination of this agreement
as indicated in your response to the comment. We note your disclosure on page 56 that you are currently negotiating an amendment to the
purchase agreement. Please revise the offering statement as requested in prior comment 6 or advise.

 Company Response

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

 Plan of Distribution, page
13

 SEC Comment No. 4

 4. We note your revisions in response to prior comment 9 and we reissue the comment.
We note that you "The Company, by the determination of the Board of Directors, in its sole discretion, may issue the Securities under
this Offering for cash, services, in satisfaction of outstanding debt obligations, and/or other consideration without notice to subscriber;
 provided, however , that any Offered Shares issued in this manner shall be issued at the Offering Price. In the event any Securities
are issued for non-cash consideration, the Company will not recognize net cash proceeds to allocate towards the uses set forth in the
Use of Proceeds." Please revise to disclose all forms of noncash consideration you intend to offer and how you will determine their
value. Refer to the Note to Rule 251(a)(1) of Regulation A. Please also substantially revise your offering document, including the Cover
Page, Summary and Use of Proceeds sections, which all assume the offering will be made for cash only, to discuss the non-cash consideration
in more detail and to address how issuing some or all shares for non-cash consideration would impact your offering. Please also revise
your risk factors to address the potential consequences to the company if a substantial amount of shares is sold for non-cash consideration.

 Company Response

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

 Selling Stockholder, page
16

 SEC Comment No.5

 5. We note your response to comment 10 that you planned to remove Mr. Kim as a selling
shareholder. As Mr. Kim remains cited in the selling shareholder table on page 16, we reissue the comment.

 May 15, 2025

 Page 4

 Company Response

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

 Business

 Corporate History, page 19

 SEC Comment No. 6

 6. We note your revisions, which include removing the lock-up restriction release
provision that dealt with meeting quarterly revenue targets, in response to prior comment 11 and we reissue in part. Please revise to
ensure all material terms of the asset purchase agreement, lock-up agreement and amendments thereto are disclosed, including any termination
provisions and the minimum quarterly revenue targets that must be achieved.

 Company Response

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

 Our Current Business, page
20

 SEC Comment No. 7

 7. We note your revisions in response to prior comment 13. We reissue in Part. We
note you plan to use a significant amount of your use of proceeds for acquisition of lab businesses. Please revise to describe here both
your strategy of discovering and acquiring dental labs and your operating business.

 Company Response

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

 SEC Comment No. 8

 8. We note your revision on page 20, in response to prior comment 14, that you have
no "definitive agreements in place with these [more than 50] dental clinics" you have as clients. We also note your disclosure
on page 19 that "the Purchased Assets consisted of all client contracts for existing PDL clients." Please revise page 19 to
clarify that these contracts have expired, there were no contracts, or otherwise clarify what, if any, benefit was actually purchase,
as opposed to what language may have been included in the purchase contract. Further clarify on page 19, in addition to equipment leases
and office leases, what contracts you assumed with the PDL acquisition, or revise the disclosure on page 19 to eliminate the reference
to assumed contracts.

 May 15, 2025

 Page 5

 Company Response

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

 SEC Comment
No. 9

 9. We note you filed the subcontract agreement with Smile Dental and Mr. Kim in response
to prior comment 20. Revise the section addressing your current business to summarize the material terms of the Smile Dental contract.
Provide us your analysis why Mr. Kim and this contract should be cited under the heading "Significant Consultant" in the section
addressing Directors, Executive Officer, Promotors and Control Persons. Please revise that section or advise.

 Company Response

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

 Significant Acquisitions,
page 24

 SEC Comment No. 10

 10. We reissue comment 19. It is unclear where in the registration statement you updated
the disclosure in response to this comment. Please revise the Business section to clarify, what, if any, intellectual property you own
that is material to your business, including any you may have purchased in the PDL acquisition. To the extent you do not possess any material
intellection property, or did not purchase any material intellection property in the PDL acquisition, please revise to clarify. Please
refer to 101(h)(4)(vii) of Regulation S-K.

 Company Response

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

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

 SEC Comment No. 11

 11. We note your response to prior comment 22 that the World Amber agreement has been
terminated and deemed void. Disclosure on page 56 continues to state that "[t]he Company and World Amber are currently negotiating
an amendment to the Purchase Agreement;" therefore, we reissue the comment. Please revise or advise.

 May 15, 2025

 Page 6

 Company Response

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

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

 SEC Comment No. 12

 12. We note the revised disclosure on page 35 in response to prior comment 24 and reissue
the comment. Please provide us your analysis why these payments are not compensation. Refer to Item 402(n)(2)(ix)(A) of Regulation S-K
and the Instructions to Item 402(n)(2)(ix).

 Company Response

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

 SEC Comment
No. 13

 13. We note your response to prior comment 25 and reissue the comment. We note the
revised disclosure on page 19. Revise the background of the company to disclose the nature and the amount of debt owed to Mr. Brooks by
Costas, Inc. and for what goods or services to further explain how Mr. Brooks came to control the company and be owed this significant
debt. Please revise this section to further explain the nature of the debt. Refer to Item 7(a) of Form 1-A Please revise the related party
transaction section to provide this additional information regarding the nature of the debt as well, as requested in our prior comment
25. e note your disclosure on page 19 in regard to the nature of the convertible promissory note the company issued to Mr. Brooks in 2021.

 Company Response

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

 Financial Statements , page
37

 SEC Comment No. 14

 14. In your letter dated August 21, 2023, you stated you were in the process of revising
your financial statement presentation such that Prime Dental Lab LLC is the predecessor. In response to prior comment 26, you state you
disagree with the prior determination that Prime Dental is a predecessor entity as defined in Rule 405 because you did not acquire or assume
the operations of Prime Dental, rather you acquired certain assets that were integrated into your own corporate structure. The definition
of predecessor in Rule 405 involves "the major portion of the business and assets" acquired and is very broad. Please provide
us with a detailed analysis of how you now determined Prime Dental is not a predecessor entity. We note your disclosure on page F-7 that
you acquired "all equipment, customer relationships, and associated revenue" of Prime Dental, and in your response to comment
10 in your letter dated July 12, 2023, you stated that you considered the guidance of Rule 405 of Regulation C and that you acquired substantially
all the operating assets of Prime Dental. We also note you immediately commenced revenue generating operations effective September 1,
2022, upon acquisition of Prime Dental. Please describe the nature of your operations before you succeeded to the business of Prime Dental
and how you considered it in your analysis.

 May 15, 2025

 Page 7

 Company Response

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

August 23, 2024
James Brooks
Chief Executive Officer
Standard Dental Labs Inc.
424 E Central Blvd
Suite 308
Orlando, Florida 32801
Re:Standard Dental Labs Inc.
Amendment No. 1 to Offering Statement on Form 1-A
Filed August 1, 2024
File No. 024-12428
Dear James Brooks:
            We have reviewed your amended offering statement and have the following comments.
            Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies 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 offering statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our May 3, 2024, letter.
Amendment No. 1 to Form 1-A Filed August 1, 2024
Cover Page
1.We note your revisions in response to prior comment 3 and we reissue in part. Please
revise the disclaimer in the Offering Circular Summary to remove the inappropriate
disclaimer "[t]he following summary is qualified in its entirety by the more detailed
information appearing elsewhere in this Offering Circular and/or incorporated by
reference in this Offering Circular. "
Offering Circular Summary
Business Overview, page 1
We note your revisions to prior comment 4 and we reissue the comment. The disclosure
here in the summary section should provide a balanced presentation of your business,
including a brief overview of the key aspects of the offering. Please revise your summary 2.

August 23, 2024
Page 2
as follows:
•Please revise to clarify the current business activities of each Standard Dental Labs
Inc. and Smile Dental, and to be consistent throughout the document. For example,
clarify whether the production of products is done by Standard Dental Labs, Inc. or
Smile Dental. Here, we note on page 1 that "[w]e provide dental lab services to more
than 50 dental practices and produce approximately 500 dental prosthetics each
month." We note your disclosure on page 20 "the Company has engaged the labor and
manufacturing services of Smile Dental as a contract manufacturer." Please clarify
whether you engage in the same business activities under each tradename.
•Please revise your discussion of your current business activities to include a brief
description of your current dental lab operations, including the products and services
you offer.
•Please revise the disclosure of your activities searching for lab operations to acquire
to provide additional detail regarding how you identify the regional markets and
smaller lab operations you target businesses and to discuss the current status of your
expansion activities. We note your disclosure on page 23 that the "business model
acquired from SDL includes metrics and data in order to allow the company to
quickly identify and purchase privately owned dental lab operations."
•We note the removal of the disclosure on page 1 of your attempted acquisition of a
surgical materials supplier in Mexico. Please restore this disclosure and clarify if any
material agreements were in place, any payments made such as termination fees, and
the reason the acquisition did not go through.
•Clarify what role your sole officer and employee has in the search and development
operations as compared to day-to-day supervision of current business operations.
Revise the risk factors to address the risks associated with having one executive
officer in multiple roles. We note your disclosure on page 30 "[g]iven his background
and experience building operations from the ground up, Mr. Brooks has a clear vision
of how to identify and acquire target companies for Standard Dental Labs, and how to
execute the company’s business plan."
Finally, when revising your summary, balance the disclosure by including disclosure
regarding your limited operating history in your current business segment and your
history of net losses.
Risks Related to a Purchase of the Offered Shares
We may seek additional capital that may result in stockholder dilution or that may have rights
senior to those of our common stock, page 8
3.We note your response to prior comment 6 that the purchase agreement with World
Amber has been terminated. It does not appear that you have revised the offering
statement to reflect the termination of this agreement as indicated in your response to the
comment.  We note your disclosure on page 56 that you are currently negotiating an
amendment to the purchase agreement. Please revise the offering statement as requested
in prior comment 6 or advise.

August 23, 2024
Page 3
Plan of Distribution, page 13
4.We note your revisions in response to prior comment 9 and we reissue the comment. We
note that you "The Company, by the determination of the Board of Directors, in its sole
discretion, may issue the Securities under this Offering for cash, services, in satisfaction
of outstanding debt obligations, and/or other consideration without notice to
subscriber;  provided, however , that any Offered Shares issued in this manner shall be
issued at the Offering Price. In the event any Securities are issued for non-cash
consideration, the Company will not recognize net cash proceeds to allocate towards the
uses set forth in the Use of Proceeds." Please revise to disclose all forms of noncash
consideration you intend to offer and how you will determine their value. Refer to the
Note to Rule 251(a)(1) of Regulation A. Please also substantially revise your offering
document, including the Cover Page, Summary and Use of Proceeds sections, which all
assume the offering will be made for cash only, to discuss the non-cash consideration in
more detail and to address how issuing some or all shares for non-cash consideration
would impact your offering. Please also revise your risk factors to address the potential
consequences to the company if a substantial amount of shares is sold for non-cash
consideration.
Selling Stockholder, page 16
5.We note your response to comment 10 that you planned to remove Mr. Kim as a selling
shareholder. As Mr. Kim remains cited in the selling shareholder table on page 16, we
reissue the comment.
Business
Corporate History, page 19
6.We note your revisions, which include removing the lock-up restriction release provision
that dealt with meeting quarterly revenue targets, in response to prior comment 11 and we
reissue in part. Please revise to ensure all material terms of the asset purchase agreement,
lock-up agreement and amendments thereto are disclosed, including any termination
provisions and the minimum quarterly revenue targets that must be achieved.
Our Current Business, page 20
7.We note your revisions in response to prior comment 13. We reissue in Part. We note you
plan to use a significant amount of your use of proceeds for acquisition of lab businesses.
Please revise to describe here both your strategy of discovering and acquiring dental labs
and your operating business.
8.We note your revision on page 20, in response to prior comment 14, that you have no
"definitive agreements in place with these [more than 50] dental clinics" you have as
clients. We also note your disclosure on page 19 that "the Purchased Assets consisted of
all client contracts for existing PDL clients." Please revise page 19 to clarify that these
contracts have expired, there were no contracts, or otherwise clarify what, if any, benefit
was actually purchase, as opposed to what language may have been included in the
purchase contract.  Further clarify on page 19, in addition to equipment leases and office
leases, what contracts you assumed with the PDL acquisition, or revise the disclosure on
page 19 to eliminate the reference to assumed contracts.

August 23, 2024
Page 4
9.We note you filed the subcontract agreement with Smile Dental and Mr. Kim in response
to prior comment 20.  Revise the section addressing your current business to summarize
the material terms of the Smile Dental contract.  Provide us your analysis why Mr. Kim
and this contract should be cited under the heading "Significant Consultant" in the section
addressing Directors, Executive Officer, Promotors and Control Persons.  Please revise
that section or advise.
Significant Acquisitions, page 24
10.We reissue comment 19. It is unclear where in the registration statement you updated the
disclosure in response to this comment. Please revise the Business section to clarify, what,
if any, intellectual property you own that is material to your business, including any you
may have purchased in the PDL acquisition. To the extent you do not possess any material
intellection property, or did not purchase any material intellection property in the PDL
acquisition, please revise to clarify. Please refer to 101(h)(4)(vii) of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
25
11.We note your response to prior comment 22 that the World Amber agreement has been
terminated and deemed void. Disclosure on page 56 continues to state that "[t]he
Company and World Amber are currently negotiating an amendment to the Purchase
Agreement;" therefore, we reissue the comment. Please revise or advise.
James Brooks, Sole Officer and a Director, Controlling Stockholder, page 35
12.We note the revised disclosure on page 35 in response to prior comment 24 and reissue
the comment.  Please provide us your analysis why these payments are not compensation.
Refer to Item 402(n)(2)(ix)(A) of Regulation S-K and the Instructions to Item
402(n)(2)(ix).
13.We note your response to prior comment 25 and reissue the comment. We note the
revised disclosure on page 19. Revise the background of the company to disclose the
nature and the amount of debt owed to Mr. Brooks by Costas, Inc. and for what goods or
services to further explain how Mr. Brooks came to control the company and be owed this
significant debt. Please revise this section to further explain the nature of the debt. Refer
to Item 7(a) of Form 1-A Please revise the related party transaction section to provide this
additional information regarding the nature of the debt as well, as requested in our prior
comment 25. e note your disclosure on page 19 in regard to the nature of the convertible
promissory note the company issued to Mr. Brooks in 2021.
Financial Statements , page 37
In your letter dated August 21, 2023, you stated you were in the process of revising
your financial statement presentation such that Prime Dental Lab LLC is the
predecessor. In response to prior comment 26, you state you disagree with the prior
determination that Prime Dental is a predecessor entity as defined in Rule 405 because
you did not acquire or assume the operations of Prime Dental, rather you acquired certain
assets that were integrated into your own corporate structure. The definition of
predecessor in Rule 405 involves “the major portion of the business and assets” acquired
and is very broad. Please provide us with a detailed analysis of how you now determined 14.

August 23, 2024
Page 5
Prime Dental is not a predecessor entity. We note your disclosure on page F-7 that you
acquired “all equipment, customer relationships, and associated revenue” of Prime Dental,
and in your response to comment 10 in your letter dated July 12, 2023, you stated
that you considered the guidance of Rule 405 of Regulation C and that you acquired
substantially all the operating assets of Prime Dental. We also note you immediately
commenced revenue generating operations effective September 1, 2022, upon acquisition
of Prime Dental. Please describe the nature of your operations before you succeeded to
the business of Prime Dental and how you considered it in your analysis.
Note 6. Subcontractor Agreement, page 51
15.We note your response to comment 28. We note that you entered into a subcontractor
agreement with Smile Dental on August 31, 2022 whereunder Smile Dental agreed to
provide ongoing labor, quality control and delivery services during a period of up to two
years as a subcontractor in order to facilitate ongoing lab operations and to seamlessly
service your acquired customer base.  In this regard, please address the following:
•During the year ended December 31, 2022, you paid Smile Dental $341,807 which
exceeds the amount of cost of sales recorded of $101,054. Please disclose how the
amounts paid to Smile Dental were reflected on your statements of operations,
including the specific line items and corresponding amounts, for each period
presented. Please also explain your basis for excluding amounts from cost of sales;
•The subcontractor agreement was entered into on August 31, 2022 and has an initial
term of up to two years. This would indicate that the agreement may terminate
on August 31, 2024. We remind you that Instruction 1 to Item 9A of the Form 1-A
states that your discussion and analysis shall focus specifically on material events and
uncertainties known to management that would cause reported financial information
not to be necessarily indicative of future operating results or of future financial
condition. This would include descriptions and amounts of matters that have had an
impact on reported operations that are not expected to have an impact upon future
operations.  In this regard, please expand your disclosures in MD&A related to this
agreement to discuss whether this agreement has been renewed and the impact of not
being able to do so if it has not been renewed; and
•We note that you have determined that you are the principal and therefore record
revenue on a gross basis.  Please provide us with your analysis of the principal versus
agent considerations you made in arriving at this determination pursuant to ASC 606-
10-55-36 through 55-40.
General
We note your response to prior comment 29 that the Subject Convertible notes have been
removed from the Primary Offering. We note your disclosure in the Offering Summary in
regard to the Subject Convertible Notes that states "[u]pon qualification of this offering by
the SEC, the Company may issue Company Offered Shares in satisfaction of outstanding
debt obligations including $830,900 of convertible notes (the “Subject Convertible
Notes”) at the Offering Price." We reissue the comment. Please advise how the Subject
Convertible Notes are convertible into Company Offered Shares. Securities Act Rule
251(d)(3)(i)(F) is only available for issuances of securities after an offering statement has 16.

August 23, 2024
Page 6
been qualified. Given that the Subject Convertible Notes are presently exercisable and
your offering statement is not yet qualified, it appears that Regulation A is not available
for conversion of such securities. Please refer to Securities Act Sections Compliance and
Disclosure Interpretations 139.01 and 134.03.
17.We note your response that you removed the Selling Stockholder and Subject Convertible
Notes from the Offering Circular in response to prior comment 30. We note your
disclosure "[t]he Selling Stockholder intends to sell a total of 37,500,000 shares of our
common stock (the Selling Stockholder Offered Shares) in this offering." We also note
your disclosure "the Company may issue Company Offered Shares in satisfaction of
outstanding debt obligations including $830,900 of convertible notes (the “Subject
Convertible Notes”) at the Offering Price." We reissue the comment. To the extent you
intended to separately qualify the securities underlying Subject Convertible Notes for
resale using Securities Act Rule 251(d)(3)(i)(A), please provide your analysis regarding
whether those stockholders and the current Selling Stockholder are underwriters, and
please also confirm you understand the limitations on selling securityholder sales
applicable to your offering. Please refer to Securities Act Rules Compliance and
Disclosure Interpretations 612.09 and Rule 251(a)(3). If

CORRESP
1
filename1.htm

Standard Dental Labs Inc.

424 E Central Blvd, St. 308,

Orlando, Florida 32801

August 1, 2024

Attorney Jessica Ansart

Division of Corporation Finance

Securities and Exchange Commission

  Re:
  Standard Dental Labs Inc.

Offering Statement
on Form 1-A

File No. 024-12428

Filed April 25, 2024

Dear Mrs. Ansart:

In response to
your letter dated May 23, 2024, the following information is hereby submitted on behalf of Standard Dental Labs Inc. (the “Company”).
Amendment No. 1 to the Offering Statement on Form 1-A is being filed in conjunction with this correspondence. For your convenience, we
have reproduced the Staff’s comments below in italicized text immediately before our response.

Offering
Statement on Form 1-A

Offering Statement on Form
1-A Filed April 25, 2024

Cover Page

 1. Please revise the total proceeds to company column in your table to ensure the
calculation for the low end of the range in amount of common stock offered by the company is correct. This should align with disclosure
elsewhere in your offering circular, such as in the Use of Proceeds on page 12.

Response: We have updated our Registration Statement
as requested.

 2. Please revise to clarify that this offering will begin within two days of the
date of qualification.

Response: We have updated our
Registration Statement as requested.

 3. Please revise the disclaimers as follows or provide us your analysis regarding
why no revision is necessary:

 • Revise to clarify that no sale may be made if the aggregate purchase price is
more than $75 million.

 • Revise to clarify whether this document is accurate as of the date of qualification
and to what extent you have a legal obligation to revise this document after the date of qualification. Clarify whether you intend to
take legal responsibility for oral statements made by persons at the company after the date of this offering statement, or revise to eliminate
this unclear disclosure.

 • Revise the penultimate paragraph to clarify that you are responsible for all
information in this document.

 • Revise the last paragraph to eliminate the inappropriate disclaimer that “all
such summaries are qualified in their entirety by references to the actual documents.”

Response: We have updated our Registration Statement
as requested.

      1

Offering Circular Summary

Our Company, page 1

 4. The disclosure in the summary should provide a balanced presentation of your
business, including a brief overview of the key aspects of the offering. Please revise your summary as follows:

 • Please revise to clarify the current business activities of each Standard Dental
Labs Inc. and Prime Dental Lab LLC, and to be consistent throughout the document. For example, if true, clarify whether you subcontract
all of the Standard Dental Labs work to Prime Dental Lab LLC, as you disclosed in previous filings. Here, we note on page 24 that “Standard
Dental Labs produces several kinds of dental prosthetics” and on page 25 that “Prime Dental Lab produces roughly 500 dental
prosthetics each month.” We also note your disclosure on page 28 that Standard Dental Labs is in the business of acquiring privately
owned dental lab operations. Please clarify whether you engage in the same business activities under each tradename.

 • Please revise your discussion of your current business activities to include
a brief description of your current dental lab operations, including the products and services you offer.

 • Please revise the disclosure of your activities searching for lab operations
to acquire to provide additional detail regarding how you identify the regional markets and smaller lab operations you target businesses
and to discuss the current status of your expansion activities.

 • Clarify what role your sole officer and employee has in the search and development
operations as compared to day-to-day supervision of current business operations. Revise the risk factors to address the risks associated
with having one executive officer in multiple roles.

Finally, when revising your summary,
balance the disclosure by including disclosure regarding your limited operating history in your current business segment and your history
of net losses.

Response: We have updated our registration statement
as requested.

Risks Related to Our Company

Acquiring additional dental labs is
a key aspect of our business and growth strategy, page 4

 5. Please revise the subheading of this risk factor to ensure it adequately captures
the risk associated with your acquisition strategy set forth underneath it. Refer to Item 105(a) of Regulation S-K.

Response: We have updated our Registration Statement
as requested.

Risks Related to a Purchase of the
Offered Shares

We may seek additional capital that
may result in stockholder dilution or that may have rights senior to those of our common stock, page 8

 6. We note your disclosure on page 60 that you have entered into a purchase agreement
with World Amber Corp. pursuant to which you have the right to direct World Amber Corp. to purchase up to $2,500,000 shares of your common
stock. Please revise this risk factor to also address the potential dilutionary impact to investors from this equity line with World Amber.
Also revise to highlight this agreement in the Summary and Summary Risk Factors with a cross-reference to more detailed disclosure.

Response:
The Equity Line Agreement with World Amber Corp. was terminated and deemed void ab initio; therefore, we do not believe this
additional language is necessary. We have updated the Registration Statement to consistently reflect the void status of this agreement.

      2

Use of Proceeds, page 12

 7. In your top table of estimated proceeds, your net proceeds amounts do not appear
to be calculated appropriately. Specifically, the gross proceeds less offering expenses do not appear to equal the net proceeds amounts
disclosed. Please revise as necessary.

Response: We have updated our Registration Statement
as requested.

 8. The second table should show the different purposes for which the net proceeds
from the offering will be used as well as the corresponding amount for each purpose pursuant to Item 504 of Regulation S-K. In this regard,
it is not clear why you are adding the cash value of the amount of principal and interest attributable to the conversion of the Convertible
Notes as it does not appear that the net proceeds from the offering will be used to repay this debt. Please revise your disclosures as
necessary. Please also ensure that the amounts are calculated appropriately. For example, we would expect the 25% column to reflect the
application of total gross proceeds of $2 million less $32,500 of offering expenses, which results in net proceeds of $1,967,500.

Response: We have updated our Registration Statement
as requested.

Plan of Distribution, page 16

 9. We note that you “may issue Offered Shares in this offering for non-cash
consideration, including, without limitation, promissory notes, services and/or other consideration without notice to subscribers in this
offering.” Please revise to disclose the all forms of non-cash consideration you intend to offer and their value. Refer to the Note
to Rule 251(a)(1) of Regulation A. Please also substantially revise your offering document, including the Cover Page, Summary and Use
of Proceeds sections, which all assume the offering will be made for cash only, to discuss the non-cash consideration in more detail and
to address how issuing some or all shares for non-cash consideration would impact your offering. Please also revise your risk factors
to address the potential consequences to the company if a substantial amount of shares is sold for non-cash consideration.

Response: We have updated our Registration Statement
as requested.

Selling Stockholder, page 19

 10. Please revise your disclosure here to indicate the nature of Mr. Kim’s relationship
with the company. Refer to Item 507 of Regulation S-K.

Response: After further consideration, we have decided to remove selling shareholders from this filing. We have updated the Registration
Statement accordingly.

Overview of Business over the Last
Five Years, page 23

 11. We note that you entered into an asset purchase agreement with Prime Dental on
August 15, 2022 pursuant to which you paid $700,000 in cash and stock consideration. We note that a final payment of cash consideration
will be due following the receipt of proceeds from the financing associated with this offering. We also note that the share consideration
is subject to a lock-up agreement pursuant to which 12.5% of the total Consideration Shares will be released each quarter provided certain
minimum quarterly targets are achieved. Please revise to ensure all material terms of the asset purchase agreement, lock- up agreement
and amendments thereto are disclosed, including any termination provisions and the minimum quarterly revenue targets that must be achieved.
Please also file the agreements and any amendments thereto as exhibits to this offering circular. Refer to Item 17.6 of Form 1-A.

Response: We have included the asset purchase agreement as an exhibit. We have reviewed and updated the disclosure to ensure all
material terms are included.

      3

 12. We note your disclosure that the final payment of $70,000 due to Prime Dental
Lab, LLC “is contingent upon the company being successful in achieving a registered financing such as this application.” Please
clarify whether this exempt offering on Form 1-A pursuant to Regulation A constitutes a “registered financing” such that it
would trigger final payment to Prime Dental Lab, LLC. Please revise your disclosure accordingly.

Response: We have updated our Registration Statement
as required.

Our Current Business, page 25

 13. Please revise this section to describe both your business of discovering and
acquiring dental labs and your operating business, including your agreements with Mr. Kim as a subcontractor, as provided in your previous
filing, or advise why that information is no longer applicable.

Response: While we plan to pursue the acquisition of additional dental labs as part of our growth strategy, acquisitions in and
of themselves are not our business. Rather, our business is that of an operating dental lab. We have updated our Registration Statement
to better reflect these facts. All agreements have been included in the filing as exhibits.

 14. We note your disclosure that you have “more than 50 dental clinics as
clients.” Please discuss what types of commercial arrangements you have in place with these clients and whether your business is
dependent on one or a few of these customers. Refer to Item 601(h)(4)(vi) of Regulation S-K.

Response: As per industry standard, we do not
have any commercial agreements with existing customers or suppliers. We have updated our Registration Statement to so state.

 15. We note your disclosure that “Prime Dental Lab products roughly 500 dental
prosthetics each month.” Please revise in an appropriate place in the business section to address the distribution methods of your
products. Refer to Item 601(h)(4)(ii) of Regulation S-K.

Response: We use standard carriers (UPS, FedEx,
etc.) for delivery of prosthetics. Similarly to our response to Comment 14, we do not have commercial agreements with any of these carriers.
We have updated our Registration Statement to so state.

Products and Services, page 26

 16. We note that your dental labs “supply dentists and dental clinics with
dental prosthetics such as crowns, bridges, and implants.” Please revise your disclosure to address the sources and availability
of raw materials for your products and the names of your principal suppliers. Refer to item 601(h)(4)(v).

Response: Raw materials for our products are
readily available from multiple sources. As such, we source our materials from multiple sources such that we do not consider the Company
as having any principal suppliers. We have updated the Registration Statement to so state.

      4

 17. We note your disclosure that “3D printing and modelling technology has
become more mainstream” and that “going forward [you] plan to purchase the latest and most advanced equipment available in
the sector.” Please revise your risk factors to address any material risks to your business strategy related to your ability to
successfully purchase and integrate into your operations more advanced equipment and technology such as 3D printing and modelling technology.

Response:
We have updated our Registration Statement as requested.

Employees, page 29

 18. Please revise to clarify if the company contracts with the employees working
in the dental labs, or if they have contracts with another entity controlled by Mr. Kim, or some other facts apply. In addition, please
revise to clarify for what aspects of your business operations you use sub-contractors and consultants, and whether you have contracts
with those individuals.

Response:
We have updated our Registration Statement as requested.

Significant Acquisitions, page 29

 19. We note that as part of your August 2022 acquisition of Prime Dental Labs,
you purchased certain “rights, trademarks, intellectual property and intangible assets of the seller.” Please expand your disclosure
in the Business section to include a discussion of these items acquired as well as any patents, trademarks, licenses, franchises, concessions,
royalty agreements or labor contracts you may have, including duration. Please refer to 101(h)(4)(vii) of Regulation S-K.

Response:
We have updated our Registration Statement as requested.

 20. We note you have entered into a subcontractor agreement with Mr. John Kim on
August 31, 2022, which was amended April 30, 2023, and that your business currently depends on Mr. Kim’s ongoing labor, quality control,
and delivery services and management oversight. Please file this agreement as an exhibit to your offering circular. Refer to Item 17.6
of Form 1-A.

Response:
We have filed the agreement as an exhibit as requested.

Management’s Discussion and Analysis,
page 30

 21. Please revise your discussion of your results of operations to provide a comparative
discussion of material changes between periods and provide the specific reasons and factors contributing to these material changes. Your
discussion of revenues should also include a narrative discussion of the extent to which such changes are attributable to changes in prices
or to changes in the volume or amount of products or services being sold or to the introduction of new products or services. See Item
303 of Regulation S-K.

Response:
We have updated the Registration Statement as requested.

      5

 22. Please revise this section to disclose your equity line arrangement with World
Amber Corp., including all material terms such as termination provisions and events of default. Please also file the purchase agreement
and related registration rights agreement as exhibits to the offering circular, or, in the alternative, tell us why they are not required
to be filed. Refer to Item 17.6 of Form 1-A.

Response:
The Equity Line Agreement with World Amber Corp. was terminated and deemed void ab initio; therefore, we do not believe the
Equity Line Agreement should be filed as an exhibit.

Directors, Executive Officers, Promoters
and Control Persons, page 36

 23. We note that Ms. Ambrosio has served as a Director since April 20, 2023. Please
expand your disclosure here to briefly discuss the specific experience, qualifications, attributes or skills that led to the conclusion
that the Ms. Ambrosio should serve as a director, in light of the registrant’s business and structure. Refer to Item 401(e)(1) of Regulation
S-K.

Response:
We have updated the registration statement as requested.

Certain Relationships and Related Transactions

James Brooks, Sole Officer and a Director,
Controlling Shareholder, page 41

 24. We note that

United States securities and exchange commission logo
May 23, 2024
James Brooks
Chief Executive Officer
Standard Dental Labs Inc.
424 E Central Blvd
Suite 308
Orlando, Florida 32801
Re:Standard Dental Labs Inc.
Offering Statement on Form 1-A
Filed April 25, 2024
File No. 024-12428
Dear James Brooks:
            We have reviewed your offering statement and have the following comments.
            Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies 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 offering statement and the information you provide in
response to this letter, we may have additional comments.
Offering Statement on Form 1-A Filed April 25, 2024
Cover Page
1.Please revise the total proceeds to company column in your table to ensure the calculation
for the low end of the range in amount of common stock offered by the company is
correct. This should align with disclosure elsewhere in your offering circular, such as in
the Use of Proceeds on page 12.
2.Please revise to clarify that this offering will begin within two days of the date of
qualification.
3.Please revise the disclaimers as follows or provide us your analysis regarding why no
revision is necessary:

•Revise to clarify that no sale may be made if the aggregate purchase price is more
than $75 million.
•Revise to clarify whether this document is accurate as of the date of qualification and

 FirstName LastNameJames Brooks
 Comapany NameStandard Dental Labs Inc.
 May 23, 2024 Page 2
 FirstName LastName
James Brooks
Standard Dental Labs Inc.
May 23, 2024
Page 2
to what extent you have a legal obligation to revise this document after the date of
qualification.  Clarify whether you intend to take legal responsibility for oral
statements made by persons at the company after the date of this offering statement,
or revise to eliminate this unclear disclosure.
•Revise the penultimate paragraph to clarify that you are responsible for all
information in this document.
•Revise the last paragraph to eliminate the inappropriate disclaimer that "all such
summaries are qualified in their entirety by references to the actual documents."
Offering Circular Summary
Our Company, page 1
4.The disclosure in the summary should provide a balanced presentation of your business,
including a brief overview of the key aspects of the offering. Please revise your summary
as follows:

•Please revise to clarify the current business activities of each Standard Dental Labs
Inc. and Prime Dental Lab LLC, and to be consistent throughout the document. For
example, if true, clarify whether you subcontract all of the Standard Dental Labs
work to Prime Dental Lab LLC, as you disclosed in previous filings. Here, we note
on page 24 that "Standard Dental Labs produces several kinds of dental prosthetics"
and on page 25 that "Prime Dental Lab produces roughly 500 dental prosthetics each
month." We also note your disclosure on page 28 that Standard Dental Labs is in the
business of acquiring privately owned dental lab operations. Please clarify whether
you engage in the same business activities under each tradename.
•Please revise your discussion of your current business activities to include a brief
description of your current dental lab operations, including the products and services
you offer.
•Please revise the disclosure of your activities searching for lab operations to acquire
to provide additional detail regarding how you identify the regional markets and
smaller lab operations you target businesses and to discuss the current status of your
expansion activities.
•Clarify what role your sole officer and employee has in the search and development
operations as compared to day-to-day supervision of current business
operations. Revise the risk factors to address the risks associated with having one
executive officer in multiple roles.

Finally, when revising your summary, balance the disclosure by including disclosure
regarding your limited operating history in your current business segment and your history
of net losses.

 FirstName LastNameJames Brooks
 Comapany NameStandard Dental Labs Inc.
 May 23, 2024 Page 3
 FirstName LastName
James Brooks
Standard Dental Labs Inc.
May 23, 2024
Page 3
Risks Related to Our Company
Acquiring additional dental labs is a key aspect of our business and growth strategy, page 4
5.Please revise the subheading of this risk factor to ensure it adequately captures the
risk associated with your acquisition strategy set forth underneath it. Refer to Item 105(a)
of Regulation S-K.
Risks Related to a Purchase of the Offered Shares
We may seek additional capital that may result in stockholder dilution or that may have rights
senior to those of our common stock, page 8
6.We note your disclosure on page 60 that you have entered into a purchase agreement with
World Amber Corp. pursuant to which you have the right to direct World Amber Corp. to
purchase up to $2,500,000 shares of your common stock. Please revise this risk factor to
also address the potential dilutionary impact to investors from this equity line with World
Amber.  Also revise to highlight this agreement in the Summary and Summary Risk
Factors with a cross-reference to more detailed disclosure.
Use of Proceeds, page 12
7.In your top table of estimated proceeds, your net proceeds amounts do not appear to be
calculated appropriately.  Specifically the gross proceeds less offering expenses do not
appear to equal the net proceeds amounts disclosed.  Please revise as necessary.

8.The second table should show the different purposes for which the net proceeds from the
offering will be used as well as the corresponding amount for each purpose pursuant to
Item 504 of Regulation S-K.  In this regard, it is not clear why you are adding the cash
value of the amount of principal and interest attributable to the conversion of the
Convertible Notes as it does not appear that the net proceeds from the offering will be
used to repay this debt.  Please revise your disclosures as necessary.  Please also ensure
that the amounts are calculated appropriately.  For example, we would expect the 25%
column to reflect the application of total gross proceeds of $2 million less $32,500 of
offering expenses, which results in net proceeds of $1,967,500.

Plan of Distribution, page 16
9.We note that you “may issue Offered Shares in this offering for non-cash consideration,
including, without limitation, promissory notes, services and/or other consideration
without notice to subscribers in this offering.” Please revise to disclose the all forms of
non-cash consideration you intend to offer and their value. Refer to the Note to Rule
251(a)(1) of Regulation A. Please also substantially revise your offering document,
including the Cover Page, Summary and Use of Proceeds sections, which all assume the
offering will be made for cash only, to discuss the non-cash consideration in more detail

 FirstName LastNameJames Brooks
 Comapany NameStandard Dental Labs Inc.
 May 23, 2024 Page 4
 FirstName LastName
James Brooks
Standard Dental Labs Inc.
May 23, 2024
Page 4
and to address how issuing some or all shares for non-cash consideration would impact
your offering. Please also revise your risk factors to address the potential consequences to
the company if a substantial amount of shares is sold for non-cash consideration.
Selling Stockholder, page 19
10.Please revise your disclosure here to indicate the nature of Mr. Kim's relationship with the
company. Refer to Item 507 of Regulation S-K.
Overview of Business over the Last Five Years, page 23
11.We note that you entered into an asset purchase agreement with Prime Dental on August
15, 2022 pursuant to which you paid $700,000 in cash and stock consideration. We note
that a final payment of cash consideration will be due following the receipt of proceeds
from the financing associated with this offering. We also note that the share consideration
is subject to a lock-up agreement pursuant to which 12.5% of the total Consideration
Shares will be released each quarter provided certain minimum quarterly targets are
achieved. Please revise to ensure all material terms of the asset purchase agreement, lock-
up agreement and amendments thereto are disclosed, including any termination provisions
and the minimum quarterly revenue targets that must be achieved. Please also file the
agreements and any amendments thereto as exhibits to this offering circular. Refer to Item
17.6 of Form 1-A.
12.We note your disclosure that the final payment of $70,000 due to Prime Dental Lab, LLC
“is contingent upon the company being successful in achieving a registered financing such
as this application.” Please clarify whether this exempt offering on Form 1-A pursuant to
Regulation A constitutes a “registered financing” such that it would trigger final payment
to Prime Dental Lab, LLC. Please revise your disclosure accordingly.
Our Current Business, page 25
13.Please revise this section to describe both your business of discovering and acquiring
dental labs and your operating business, including your agreements with Mr. Kim as a
subcontractor, as provided in your previous filing, or advise why that information is no
longer applicable.
14.We note your disclosure that you have “more than 50 dental clinics as clients.” Please
discuss what types of commercial arrangements you have in place with these clients and
whether your business is dependent on one or a few of these customers. Refer to Item
601(h)(4)(vi) of Regulation S-K.
15.We note your disclosure that “Prime Dental Lab products roughly 500 dental prosthetics
each month.” Please revise in an appropriate place in the business section to address the
distribution methods of your products. Refer to Item 601(h)(4)(ii) of Regulation S-K.

 FirstName LastNameJames Brooks
 Comapany NameStandard Dental Labs Inc.
 May 23, 2024 Page 5
 FirstName LastName
James Brooks
Standard Dental Labs Inc.
May 23, 2024
Page 5
Products and Services, page 26
16.We note that your dental labs “supply dentists and dental clinics with dental prosthetics
such as crowns, bridges, and implants.” Please revise your disclosure to address the
sources and availability of raw materials for your produces and the names of your
principal suppliers. Refer to item 601(h)(4)(v).
17.We note your disclosure that “3D printing and modelling technology has become more
mainstream” and that “going forward [you] plan to purchase the latest and most advanced
equipment available in the sector.” Please revise your risk factors to address any material
risks to your business strategy related to your ability to successfully purchase and
integrate into your operations more advanced equipment and technology such as 3D
printing and modelling technology.
Employees, page 29
18.Please revise to clarify if the company contracts with the employees working in the dental
labs, or if they have contracts with another entity controlled by Mr. Kim, or some other
facts apply.  In addition, please revise to clarify for what aspects of your business
operations you use sub-contractors and consultants, and whether you have contracts with
those individuals.
Significant Acquisitions, page 29
19.We note that as part of your August 2022 acquisition of Prime Dental Labs, you
purchased certain "rights, trademarks, intellectual property and intangible assets of the
seller." Please expand your disclosure in the Business section to include a discussion of
these items acquired as well as any patents, trademarks, licenses, franchises, concessions,
royalty agreements or labor contracts you may have, including duration. Please refer to
101(h)(4)(vii) of Regulation S-K.
20.We note you have entered into a subcontractor agreement with Mr. John Kim on August
31, 2022, which was amended April 30, 2023, and that your business currently depends on
Mr. Kim's ongoing labor, quality control, and delivery services and management
oversight. Please file this agreement as an exhibit to your offering circular. Refer to Item
17.6 of Form 1-A.
Management's Discussion and Analysis, page 30
21.Please revise your discussion of your results of operations to provide a comparative
discussion of material changes between periods and provide the specific reasons and
factors contributing to these material changes.  Your discussion of revenues should also
include a narrative discussion of the extent to which such changes are attributable to
changes in prices or to changes in the volume or amount of products or services being sold
or to the introduction of new products or services.  See Item 303 of Regulation S-K.

 FirstName LastNameJames Brooks
 Comapany NameStandard Dental Labs Inc.
 May 23, 2024 Page 6
 FirstName LastNameJames Brooks
Standard Dental Labs Inc.
May 23, 2024
Page 6
22.Please revise this section to disclose your equity line arrangement with World Amber
Corp., including all material terms such as termination provisions and events of default.
Please also file the purchase agreement and related registration rights agreement as
exhibits to the offering circular, or, in the alternative, tell us why they are not required to
be filed. Refer to Item 17.6 of Form 1-A.
Directors, Executive Officers, Promoters and Control Persons, page 36
23.We note that Ms. Ambrosio has served as a Director since April 20, 2023. Please expand
your disclosure here to briefly discuss the specific experience, qualifications, attributes or
skills that led to the conclusion that the Ms. Ambrosio should serve as a director, in light
of the registrant's business and structure. Refer to Item 401(e)(1) of Regulation S-K.
Certain Relationships and Related Transactions
James Brooks, Sole Officer and a Director, Controlling Shareholder, page 41
24.We note that the Company reimburses Mr. Brooks for rent, utilities and insurance for a
space that is used both as residential and office space. It appears these payments should be
included in the Summary Compensation Table on page 38 with respect to Mr. Brooks.
Please revise or provide us your analysis regarding why these payments are not
compensation. Refer to Item 402(n)(2)(ix)(A) of Regulation S-K and the Instructions to
Item 402(n)(2)(ix).
25.Please revise to clarify the nature of the $1,171,272 convertible promissory note the
company issued to Mr. Brooks in 2021. Refer to Item 404(a)(6) of Regulation S-K.
Provide this note and all agreements referenced in this section as exhibits to the offering
circular. Refer to Item 17.6 of Form 1-A.
Financial Statements, page 43
26.In prior correspondence, we note the determination that Prime Dental Lab, LLC is the
predecessor entity as defined in Rule 405 of Regulation C.  Please clearly identify Prime
Dental Lab LLC as the predecessor entity throughout your filing.  We would also expect
the financial statements and corresponding financial information throughout the filing to
include the following:

•For the periods prior to the acquisition date of August 15, 2022, the historical
financial statements should be of the predecessor entity only. Specifically, we would
expect to only see the audited financial statements of Prime Dental Lab, LLC through
the stub-period period ended August 14, 2022; and
•For the periods subsequent to the acquisition, the historical financial statements
should reflect the successor entity, which would be the consolidated post-merger
entity.  Specifically we would expect to see the historical combined consolidated
financial statements for Standard Dental Labs Inc. (Formerly Costas, Inc.) and Prime
Dental Lab, LLC for the stub-period from August 15, 2022 through December 31,

 FirstName LastNameJames Brooks
 Comapany NameStandard Dental Labs Inc.
 May 23, 2024 Page 7
 FirstName LastNameJames Brooks
Standard Dental Labs Inc.
May 23, 2024
Page 7
2022 and the combined consolidated fina