SecProbe.io

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 Vuzix Corporation

 25 Hendrix Road, Suite A

 West Henrietta, New York 14586

 December 10, 2025

 EDGAR

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Vuzix Corporation

 Registration Statement on Form S-3, as amended

 File No. 333-290773

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended, Vuzix Corporation respectfully requests that the effective
date of the registration statement referred to above be accelerated so that it will become effective at 4:30 p.m.., Eastern Time, on December
12, 2025, or as soon thereafter as possible.

 Vuzix
 Corporation

 By:
 /s/ Grant Russell

 Name:
 Grant Russell

 Title: Chief
 Financial Officer

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Vuzix Corporation

25 Hendrix Road, Suite A

West Henrietta, New York 14586

November 4, 2024

EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
  Vuzix Corporation

  Registration Statement on Form S-3, as amended

  File No. 333-282438

Ladies and Gentlemen:

Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended, Vuzix Corporation respectfully requests that the effective
date of the registration statement referred to above be accelerated so that it will become effective at 4:30 p.m.., Eastern Time, on November
6, 2024, or as soon thereafter as possible.

  Vuzix Corporation

  By:
      /s/ Grant Russell

  Name: Grant Russell

  Title: Chief Financial Officer

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October 29, 2024

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attn: Erin Donahue and Asia Timmons-Pierce

  Re:
  Vuzix Corp

  Registration Statement on Form S-3

  Filed October 1, 2024

  File No. 333-282438

Dear Ms. Donahue and Ms. Timmons-Pierce:

On behalf of Vuzix Corporation
(the “Company”), please accept this letter as the Company’s response to the comments raised by the staff of the Securities
and Exchange Commission in its letter dated October 17, 2024 relating to the Company’s above-referenced registration statement.

For your convenience, the
staff’s comment has been restated and is followed by the Company’s response.

Registration Statement on Form S-3 filed October
1, 2024

General

 1. Please provide us with your analysis as to why the shares of common stock convertible from the preferred shares to be issued in the
second and third closings are eligible to be registered at this time. See SAS C&DI Question 139.11.

Response:

The registration statement has been amended to
remove the shares convertible from the preferred shares to be issued in the second and third closings.

 2. If the transaction is treated as an indirect offering by the issuer, then
please advise on your eligibility to use Form S-3. In that regard, we note that it appears that your public float is not sufficient to
meet the Transaction Requirement in Instruction I.B.1 of Form S-3. Please advise or revise on a Form that you are eligible to use.

Response:

As noted above, the registration statement has
been amended such that it includes only the resale of the 7,692,307 outstanding shares of common stock issued in the first closing under
the purchase agreement. As the undersigned discussed with the staff, the removal of the shares convertible from the preferred shares to
be issued in the second and third closings from the registration statement resolves any concern that the registration statement may be
deemed an indirect offering by the Company.

1185 AVENUE OF THE AMERICAS
| 31ST FLOOR | NEW YORK, NY | 10036

T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

Should you have additional questions regarding
the information contained herein, please contact the undersigned.

    Sincerely,

    /s/ Jeff
    Cahlon

1185 AVENUE OF THE AMERICAS
| 31ST FLOOR | NEW YORK, NY | 10036

T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

October 17, 2024
Paul Travers
Chief Executive Officer
Vuzix Corp
25 Hendrix Road, Suite A
West Henrietta, New York 14586
Re:Vuzix Corp
Registration Statement on Form S-3
Filed October 1, 2024
File No. 333-282438
Dear Paul Travers:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration 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 registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-3 filed October 1, 2024
General
1.Please provide us with your analysis as to why the shares of common stock
convertible from the preferred shares to be issued in the second and third closings are
eligible to be registered at this time. See SAS C&DI Question 139.11.
2.If the transaction is treated as an indirect offering by the issuer, then please advise on
your eligibility to use Form S-3. In that regard, we note that it appears that your public
float is not sufficient to meet the Transaction Requirement in Instruction I.B.1 of
Form S-3. Please advise or revise on a Form that you are eligible to use.

October 17, 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.
            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.
            Please contact Erin Donahue at 202-551-6063 or Asia Timmons-Pierce at 202-551-
3754 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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Vuzix Corporation

25 Hendrix Road, Suite A

West Henrietta, New York 14586

May 2, 2024

EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Vuzix Corporation

    Registration Statement on Form S-3

    File No. 333-276997

Ladies and Gentlemen:

Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended, Vuzix Corporation respectfully requests that the effective
date of the registration statement referred to above be accelerated so that it will become effective at 5:00 p.m., Eastern Time, on May
3, 2024, or as soon thereafter as possible.

    Vuzix Corporation

    By:
    /s/ Grant Russell

    Name:
    Grant Russell

    Title:
    Chief Financial Officer

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March 8, 2024

EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Vuzix Corporation

    Withdrawal of Acceleration Request - Registration Statement on Form S-3

    File No. 333-276997

Ladies and Gentlemen:

Reference is made to our letter, filed as correspondence via EDGAR
on February 23, 2024, in which we requested the acceleration of the effective date of the above-referenced Registration Statement for
Tuesday, February 27, 2024, at 5:00 p.m. Eastern Time or as soon as reasonably practicable thereafter, in accordance with Rule 461 under
the Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at this time
and we hereby formally withdraw such request for acceleration of the effective date.

    Vuzix Corporation

    By:
    /s/ Grant Russell

    Name:
    Grant Russell

    Title:
    Chief Financial Officer

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Vuzix Corporation

25 Hendrix Road, Suite A

West Henrietta, New York 14586

February 23, 2024

EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Vuzix Corporation

    Registration Statement on Form S-3

    File No. 333-276997

Ladies and Gentlemen:

Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended, Vuzix Corporation respectfully requests that the effective
date of the registration statement referred to above be accelerated so that it will become effective at 5:00 p.m., Eastern Time, on February
27, 2024, or as soon thereafter as possible.

    Vuzix Corporation

    By:
    /s/ Grant Russell

    Name:
    Grant Russell

    Title:
    Chief Financial Officer

United States securities and exchange commission logo
February 15, 2024
Paul Travers
Chief Executive Officer
Vuzix Corp
25 Hendrix Road, Suite A
West Henrietta, New York 14586
Re:Vuzix Corp
Registration Statement on Form S-3
Filed February 9, 2024
File No. 333-276997
Dear Paul Travers:
            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 Eranga Dias at 202-551-8107 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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Vuzix Corporation

25 Hendrix Road, Suite A

West Henrietta, New York 14586

May 4, 2023

EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

  Re: Vuzix Corporation

    Registration Statement on Form S-3

    File No. 333-270311

Ladies and Gentlemen:

Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended, Vuzix Corporation respectfully requests that the effective
date of the registration statement referred to above be accelerated so that it will become effective at 10 a.m., Eastern Time, on May
8, 2023, or as soon thereafter as possible.

  Vuzix Corporation

  By:
  /s/ Grant Russell

  Name:
  Grant Russell

  Title:
  Chief Financial Officer

United States securities and exchange commission logo
March 13, 2023
Grant Russel
Chief Financial Officer
Vuzix Corp
25 Hendrix Road, Suite A
West Henrietta, New York 14586
Re:Vuzix Corp
Registration Statement on Form S-3
Filed March 6, 2023
File No. 333-270311
Dear Grant Russel:
            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 Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Jeff Cahlon

United States securities and exchange commission logo
October 27, 2022
Grant Russell
Chief Financial Officer
Vuzix Corp
25 Hendrix Road
West Henrietta, New York 14586
Re:Vuzix Corp
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed March 2, 2022
File No. 001-35955
Dear Grant Russell:
            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

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Vuzix Corp

25 Hendrix Road

West Henrietta, New York 14586

(585) 359-5900

October 12, 2022

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attn: Eiko Yaoita Pyles and Claire Erlanger

 Re: Vuzix Corp

Form 10-K for the Fiscal Year
Ended December 31, 2021 Filed March 2, 2022

File No. 001-35955

Dear Ms. Eiko and Ms. Erlanger:

Please find below the response
of Vuzix Corporation (the “Company”, “we,” “us, or “our”), to the comments raised by the staff
(the “Staff”) of the Securities and Exchange Commission in its letter dated September 13, 2022 relating to the Company’s
Form 10-K for the Fiscal Year Ended December 31, 2021 filed March 2, 2022.

For your convenience, the
Staff’s comment has been restated and is followed by the Company’s response.

Form 10-K for the Fiscal Year Ended December 31,
2021

Managements Discussion and Analysis of Financial Condition and Results
of Operations Liquidity and Capital Resources, page 49

 1. We note your response to prior comment 2, stating that Net loss is the most comparable GAAP measure for the “Net Loss less Non-Cash
Operating Expenses” measure. Please clarify whether you characterize this measure as a liquidity measure or a performance measure.
In this regard, we note that you include disclosure of this measure in the Liquidity section of your MD&A. If you consider it to be
a liquidity measure, the most comparable GAAP measure should be a liquidity measure as well (e.g., cash flow from operating activities).
If it is a performance measure, it should be clarified as such in your disclosure and you should remove this measure from the Liquidity
and Capital Resources section. Please clarify and provide us with draft disclosure of your proposed revisions. Refer to Item 10(e)(1)(i)(b) of
Regulation S-K.

Response:

As set forth in attached draft proposed 10-K amendment,
the Company will remove the “Net Loss less Non-Cash Operating Expenses” measure.

Consolidated Statements of Operations, page F-6

 2. Your response to prior comment 3 appears to indicate that the cost of sales line item excludes depreciation and amortization. If you
do not allocate any depreciation and amortization to cost of sales, you should remove the gross profit subtotal from your statements of
operations, regardless of your labeling of cost of sales to indicate such exclusion. Please revise your presentation accordingly in future
filings.

Response: The Company acknowledges the Staff’s
comment and will revise its presentation accordingly in future filings.

Note 14. Long Term Incentive Plan, page F-24

3.            We
note your response to prior comment 5. However, the information provided in Note 14 related to the error
correction made in the fourth quarter of 2021 does not adequately disclose
the effect of the error on each quarter's income statement. Please revise to more prominently disclose
each quarter's restated income statement line items by disclosing the amount presented in the 10-Q and
the restated amount, ensuring the information is clearly marked as "restated." The information
should be disclosed in the forepart of the notes to the financial statements to give more prominence.
Also, we note that your Form 10-K does not contain the information which informs the investors of
the board’s conclusion that your previously issued financial statements should no longer be relied
upon. Please file a Form 8-K to include all information required by Item 4.02 related to previously filed
Form 10-Q that included the financial statements materially affected by the error.

Response: As set forth in the proposed draft amended
10-K attached, the Company will, in the forepart of the notes, more prominently disclose each quarter's restated income statement line
items by disclosing the amount presented in the 10-Q and the restated amount, clearly marked as "restated." The Company will
also include all information required by Item 4.02 of the Form 8-K, as set forth in the proposed draft amended 10-K attached

Should
you have additional questions regarding the information contained herein, please contact our counsel, Jeff Cahlon at 212-930-9700 or jcahlon@srf.law.

    Sincerely,

    /s/ Grant Russell

    Grant Russell

    Chief Financial Officer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

    x
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

    For the fiscal year ended December 31, 2021

    ¨
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-35955

Vuzix Corporation

( Exact name of registrant as specified in its
charter )

    Delaware

    04-3392453

    (State of incorporation)

    (I.R.S. employer identification no.)

    25 Hendrix Road

    West Henrietta, New York

    14586

    (Address of principal executive office)

    (Zip code)

(585) 359-5900

(Registrant’s telephone number including
area code)

Securities registered pursuant to Section 12(b) of the Act:

    Title of each class:

    Trading Symbol(s)

    Name of each exchange on which registered

    Common Stock, par value $0.001

    VUZI

    Nasdaq Capital Market

Securities registered pursuant to Section 12(g) of
the Act:

None.

Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨      No
x

Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange
Act. Yes ¨      No x

Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes x      No
¨

Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such
files). Yes x      No ¨

Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of
 “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company in Rule 12b-2 of the Exchange Act.

    Large accelerated filer  x
    Accelerated filer ¨
    Non-accelerated filer  ¨
    Smaller reporting company ¨

    Emerging growth company ¨

If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the
registered public accounting firm that prepared or issued its audit report. Yes x      No
¨

Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The aggregate market value of the voting and non-voting common equity
of the registrant held by non-affiliates as of June 30, 2021 was approximately $1,082,000,000 (based on the closing price of the
common stock of $18.35 per share on that date, as reported on the NASDAQ Capital Market and, for purposes of this computation only, the
assumption that all of the registrant’s directors and executive officers are affiliates and that beneficial holders of 10% or more
of the outstanding common stock are affiliates).

As of March 2, 2022, there were 63,672,268 shares of the registrant’s
common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Part III of this Form 10-K incorporates
by reference portions of the registrant’s proxy statement for its 2022 annual meeting of stockholders.

TABLE OF CONTENTS

    Page

    Item 1
    Business
    1

    Item 1A
    Risk Factors
    15

    Item 1B
    Unresolved Staff Comments
    33

    Item 2
    Properties
    33

    Item 3
    Legal Proceedings
    33

    Item 4
    Mine Safety Disclosures
    33

    Item 5
    Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    34

    Item 6
    [Reserved]
    36

    Item 7
    Management’s Discussion and Analysis of Financial Condition and Results of Operations
    36

    Item 7A
    Quantitative and Qualitative Disclosures about Market Risk
    51

    Item 8
    Financial Statements and Supplementary Data
    51

    Item 9
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    51

    Item 9A
    Controls and Procedures
    51

    Item 9B
    Other Information
    54

    Item 9C
    Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
    54

    Item 10
    Directors, Executive Officers and Corporate Governance
    55

    Item 11
    Executive Compensation
    55

    Item 12
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    55

    Item 13
    Certain Relationships and Related Transactions, and Director Independence
    55

    Item 14
    Principal Accountant Fees and Services
    55

    Item 15
    Exhibits and Financial Statement Schedules
    56

      ii

EXPLANATORY
NOTE

This Amendment No. 1 on
Form 10-K/A to the Annual Report of Vuzix Corporation (the “Company”, “its”, “we,” “our,”
or us”) for the fiscal year ended December 31, 2021, filed with the Securities and Exchange Commission on March 2, 2022
(the “Original Form 10-K”), is being filed, in connection with comments received from the staff of the Securities and
Exchange Commission, for the purpose of expanding upon the level of detail provided on our previously issued Form 10-Q’s for
2021 as it relates to a correction of an error that affected the Company’s 2021 Quarterly Reports.

As further
described in Note 2 of this Form 10-K/A, the Company’s management and the audit committee of the Company’s Board of Directors
concluded that due to a correction of an error that was discovered just before our filing of the Original Form 10-K/A, the previously
issued unaudited financial statements and other financial information contained in the Company’s Quarterly Reports on Forms 10-Q
for the fiscal periods ended March 31, 2021, June 30, 2021 and September 30, 2021, and the Company’s earnings releases
and other financial communications for these periods should no longer be relied upon. The unaudited interim financial information for
the periods ended March 31, 2021, June 30, 2021, and September 30, 2021 are restated in the Company’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2021.

We
are filing this Amendment No. 1 to amend the 2021 Form 10-K with modification as necessary to further describe the restatements
that affected the unaudited interim financial information for the periods ended March 31, 2021, June 30, 2021 and September 30,
2021. The following items have been amended to reflect the restatements:

Part II, Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Part II, Item
8. Financial Statements and Supplementary Data

In
addition, the Company’s Chief Executive Officer and Chief Financial Officer have provided new certifications dated as of the date
of this filing in connection with this Form 10-K/A (Exhibits 31.1, 31.2, 32.1 and 32.2).

Except
as described above, this Form 10-K/A does not modify or update the disclosures in, or exhibits to, the Original Form 10-K,
and such disclosures in, or exhibits to, the Original Form 10-K remain unchanged and speak as of the date of the filing of the
Original Form 10-K, except that new certifications and a new consent of the Company’s independent accountant are being
filed herewith. In particular, this Form 10-K/A does not modify the Company’s consolidated financial results for the
periods presented in the Original Form 10-K.

      iii

FORWARD-LOOKING STATEMENTS

This annual report includes forward-looking statements
within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on
our management’s beliefs and assumptions and on information currently available to our management. The forward-looking statements
are contained principally under the headings “Risk Factors,” “Management’s Discussion and Analysis of Financial
Condition and Results of Operations,” and “Business.” Forward-looking statements contained in this Annual Report on
Form 10-K include, but are not limited to, statements concerning:

 • trends in our operating expenses, including personnel costs, research and development expense, sales and marketing expense, and general
and administrative expense;

 • the effect of competitors and competition in our markets;

 • the impact of the COVID-19 pandemic on our business and our response to it;

 • our wearable display products and their market acceptance and future potential;

 • our ability to develop, timely introduce and effectively manage the introduction of new products and services or improve our existing
products and services;

 • expected technological advances by us or by third parties and our ability to leverage them;

 • our ability to attract and retain customers;

 • our ability to accurately forecast demand and adequately manage inventory;

 • our ability to deliver an adequate supply of product to meet demand;

 • our ability to maintain and promote our brand and expand brand awareness;

 • our ability to detect, prevent, or fix defects in our products;

 • our reliance on third-party suppliers, contract manufacturers and logistics providers and our limited control over such parties;

 • trends in revenue, costs of revenue, and gross margin and our possible or assumed future results of operations;

 • our ability to attract and retain highly skilled employees;

 • the impact of foreign currency exchange rates;

 • the effect of future regulations;

 • the sufficiency of our existing cash and cash equivalent balances and cash flow from operations to meet our working capital and capital
expenditure needs for at least the next 12 months; and

 • general market, political, economic and business conditions.

All statements in this annual report that are not
historical facts are forward-looking statements. We may, in some cases, use terms such as “anticipates,” “believes,”
 “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,”
 “predicts,” “projects,” “should,” “will,” “would” or similar expressions that
convey uncertainty of future events or outcomes to identify forward-looking statements.

Forward-looking statements are made based on management’s
beliefs, estimates and opinions on the date the statements are made and we undertake no obligation to update forward-looking statements
if these beliefs, estimates and opinions or other circumstances should change, except as may be required by applicable law. Although we
believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of
activity, performance, or achievements.

PART I

Item 1.    Business

Company Overview

We are engaged in the design, manufacture, marketing
and sale of augmented reality wearable display and computing devices, also referred to as head mounted displays (or HMDs, but also known
as near-eye displays), in the form of

CORRESP
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Vuzix Corp

25 Hendrix Road

West Henrietta, New York 14586

(585) 359-5900

September 23, 2022

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attn: Eiko Yaoita Pyles and Claire
Erlanger

    Re:
    Vuzix Corp

    Form 10-K for the Fiscal Year Ended December 31, 2021 Filed March 2, 2022

    File No. 001-35955

Dear Ms. Eiko and Ms. Erlanger:

Please be advised that Vuzix
Corporation will submit its response to the comments raised by the staff of the Securities and Exchange Commission in its letter dated
September 13, 2022, by October 11, 2022. Should you have additional questions regarding this matter, please contact our counsel, Jeff
Cahlon at 212-930-9700 or jcahlon@srf.law.

    Sincerely,

    /s/
    Grant Russell

    Grant
    Russell

    Chief
    Financial Officer

United States securities and exchange commission logo
September 13, 2022
Grant Russell
Chief Financial Officer
Vuzix Corp
25 Hendrix Road
West Henrietta, New York 14586
Re:Vuzix Corp
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed March 2, 2022
File No. 001-35955
Dear Mr. Russell:
            We have reviewed your August 31, 2022 response to our comment letter and have the
following comments.
            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 to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
August 18, 2022 letter.
Form 10-K for the Fiscal Year Ended December 31, 2021
Managements Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 49
1.We note your response to prior comment 2, stating that Net loss is the most comparable
GAAP measure for the “Net Loss less Non-Cash Operating Expenses” measure. Please
clarify whether you characterize this measure as a liquidity measure or a performance
measure. In this regard, we note that you include disclosure of this measure in the
Liquidity section of your MD&A. If you consider it to be a liquidity measure, the most
comparable GAAP measure should be a liquidity measure as well (e.g., cash flow from
operating activities). If it is a performance measure, it should be clarified as such in your
disclosure and you should remove this measure from the Liquidity and Capital Resources
section. Please clarify and provide us with draft disclosure of your proposed revisions.
Refer to Item 10(e)(1)(i)(b) of Regulation S-K.

 FirstName LastNameGrant Russell
 Comapany NameVuzix Corp
 September 13, 2022 Page 2
 FirstName LastName
Grant Russell
Vuzix Corp
September 13, 2022
Page 2
Consolidated Statements of Operations, page F-6
2.Your response to prior comment 3 appears to indicate that the cost of sales line item
excludes depreciation and amortization. If you do not allocate any depreciation and
amortization to cost of sales, you should remove the gross profit subtotal from your
statements of operations, regardless of your labeling of cost of sales to indicate such
exclusion. Please revise your presentation accordingly in future filings.
Note 14. Long Term Incentive Plan, page F-24
3.We note your response to prior comment 5. However, the information provided in Note 14
related to the error correction made in the fourth quarter of 2021 does not adequately
disclose the effect of the error on each quarter's income statement. Please revise to more
prominently disclose each quarter's restated income statement line items by disclosing the
amount presented in the 10-Q and the restated amount, ensuring the information is clearly
marked as "restated." The information should be disclosed in the forepart of the notes to
the financial statements to give more prominence. Also, we note that your Form 10-K
does not contain the information which informs the investors of the board’s conclusion
that your previously issued financial statements should no longer be relied upon. Please
file a Form 8-K to include all information required by Item 4.02 related to previously filed
Form 10-Q that included the financial statements materially affected by the error.
            You may contact Eiko Yaoita Pyles, Staff Accountant, at 202-551-3587 or Claire
Erlanger, Senior Staff Accountant, at 202-551-3301 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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Vuzix Corp

25 Hendrix Road

West Henrietta, New York 14586

(585) 359-5900

August 31, 2022

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attn: Eiko Yaoita Pyles and Claire
Erlanger

 Re: Vuzix Corp

Form 10-K for the Fiscal Year Ended December 31, 2021 Filed March 2, 2022

File No. 001-35955

Dear Ms. Eiko and Ms. Erlanger:

Please find below the response
of Vuzix Corporation (the “Company”, “we,” “us, or “our”), to the comments raised by the staff
(the “Staff”) of the Securities and Exchange Commission in its letter dated August 18, 2022 relating to the Company’s
Form 10-K for the Fiscal Year Ended December 31, 2021 filed March 2, 2022.

For your convenience, the
Staff’s comment has been restated and is followed by the Company’s response.

Form
10-K for the Fiscal Year Ended December 31, 2021

Management’s
Discussion and Analysis of Financial Condition and Results of Operations Results of Operations for Fiscal Years Ended December 31, 2021
and December 31, 2020, page 41

 1. We note that you disclose a subtotal for Gross Profit –
Before Reserve for Obsolescence. Since inventory obsolescence reserves are normal, recurring expense to operate your business, please
tell us how you considered the guidance in Question 100.01 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.

Response:
According to Question 100.01 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures and the Staff’s
answer, a measure may be misleading if it excludes normal, recurring, cash operating expenses. In our table on page 41 and the following
table on page 43 of our 2021 10-K:

    Year Ended
    As % Related
    Year Ended
    As % Related
    Dollar
    % Increase

    December 31, 2021
    Product Sales
    December 31, 2020
    Product Sales
    Change
    (Decrease)

    Product Cost of Sales
    $ 6,224,604
      49 %
    $ 5,401,077
      54 %
    $ 823,527
      15 %

    Freight Costs
      797,442
      6 %
      696,340
      7 %
      101,102
      15 %

    Manufacturing Overhead
      2,396,821
      19 %
      1,614,964
      16 %
      781,857
      48 %

    Warranty Costs
      44,526
      0 %
      45,005
      0 %
      (479 )
      (1 )%

    Amortization of Software Development Costs
      439,122
      3 %
      271,667
      3 %
      167,455
      62 %

    Software Royalties
      245,865
      2 %
      68,961
      1 %
      176,904
      257 %

    Total Cost of Sales - Products Sold
      10,148,380
      79 %
      8,098,014
      80 %
      2,050,366
      25 %

    Gross Profit – Before Reserve for Obsolescence
      2,636,220
      21 %
      1,983,195
      20 %
      653,025
      33 %

    Cost of Sales - Inventory Reserve for Obsolescence
      519,950

      1,273,835

      (753,885 )
      (59 )%

    Gross Profit - Products Total
      2,116,270
      17 %
      709,360
      7 %
      1,406,910
      198 %

    Gross Profit - Engineering Services
      334,575

      1,218,249

      (883,674 )
      (73 )%

    Total Gross Profit
    $ 2,450,845

    $ 1,927,609

    $ 523,236
      27 %

The Gross Profit – Before Reserve
for Obsolescence does in fact include normal excess and obsolescence provisions on our inventory. We identified that row as Gross Profit
 – Before Reserve for Obsolescence. The next sub-total row titled Gross Profit – Products Total, is net of the row titled Cost
of Sales - Inventory Reserve for Obsolescence, which were significant non-recurring end of life write-offs that we attempted to explain
in further detail in our accompanying narrative. The sub-total row titled Gross Profit -Products Total, includes the net results after
both all reserves for obsolescence have been subtracted. The detail in the MD&A commentary is below this table:

“In addition to its normal Reserve
for Obsolescence provision, the Company reserved for (i) an additional twenty-five percent of its remaining M300XL finished goods and
related accessory inventory on-hand as of December 31, 2021and (ii) all of its Blade 1.5 excess components that will not be used in current
planned builds of the Blade in 2022, due to end-of-life availability of some required components. The total reserve write-down recorded
at December 31, 2021 was $519,950.

However, the Company does appreciate
that these have occurred in more than one or two of its previous fiscal periods. As such, the Company will revise these tables in future
filings to include this line item in “Total Cost of Sales – Products Sold”.

Liquidity
and Capital Resources, page 49

 2. Please address the following for the “Net Loss less Non-Cash
Operating Expenses” and "Net Cash Loss" measures disclosed on page 49:

 • We note that this measure appears to represent a non-GAAP
liquidity measure. Please provide the most directly comparable GAAP measure, and tell us how you considered Item 10(e)(1)(ii)(A) of Regulation
S-K.

Response:
Regarding this item, this is a summary of the top section of the statement of cash flows (i.e. all items above the changes working
capital items). This non-cash add back is simply EBITDA plus non-cash stock compensation expense, loss on fixed asset disposal, impairment
of patents and trademarks, gain on debt extinguishment and inventory obsolescence and of the charges excluded, none required, will require
or would have required a cash settlement absent an ability to settle in another manner. Net loss is the most comparable GAAP measure
and, in future filings, the Company will add a summary table reconciling any non-GAAP measures to the most comparable GAAP measure.

 • Please explain to us how management uses this measure and
why you believe it provides useful information to investors.

Response:
We believe that this Net Cash Loss provides for a better comparable metric to the readers of our financial statements, as Net
Loss in 2021 increased substantially from previous periods mostly due to our new Long-term Incentive Plan, which increased our non-cash
stock-based compensation by $13.3 million over the previous year. We believe that this large, non-cash expense, which is based upon a
valuation methodology containing numerous assumptions as listed in the Item 7, Critical Accounting Policies and Significant Developments
and Estimates and Note 14 to our Consolidated Financial Statements, would be important for most readers evaluation comparisons of our
period-over-period operating results and when trying to model our future results from operations.

 • In future filings and earnings releases, please provide disclosures
that comply with Item 10(e) of Regulation S-K and Regulation G, including reconciliation to the most directly comparable GAAP measure.
In this regard, if Net Loss is not the most directly comparable GAAP measure, please revise the title of this measure to better describe
the nature of this measure.

Response:
The Company acknowledges the Staff’s comment and to the extent the disclosures are used in future filings, we will incorporate
the appropriate disclosures under Item 10(e) of Regulation S-K and add a summary table reconciling any non-GAAP measure to the most comparable
GAAP measure.

Consolidated
Statements of Operations, page F-6

 3. We note on the statements
                                            of operations, that you present a measure of gross profit (loss) (exclusive of depreciation
                                            shown separately below). Please tell us how your presentation complies with the guidance
                                            in SAB Topic 11.B. In this regard, if you do not allocate any depreciation and amortization
                                            to cost of sales, you should remove the gross profit subtotal from your statements of operations
                                            and relabel the cost of sales line item to indicate that it excludes depreciation and amortization.
                                            Your disclosures in MD&A should be similarly revised. Additionally, we note that in your
                                            Form 10-Q for the Quarter Ended July 3, 2022, it is not clear where depreciation is presented
                                            in the Statements of Comprehensive Income. Please advise and revise accordingly, if applicable.

Response:
The Company believes that this labeling is consistent with the intent prescribed by SAB Topic 11.B, as the gross profit line
item does include the reference “exclusive of depreciation”. According to SAB Topic 11.B’s Interpretive Response,

“If
cost of sales or operating expenses exclude charges for depreciation, depletion and amortization of property, plant and equipment, the
description of the line item should read somewhat as follows: “Cost of goods sold (exclusive of items shown separately below)”
or “Cost of goods sold (exclusive of depreciation shown separately below).”

However,
the Company will revise this presentation in future filings to better align with the explicit example provided under SAB Topic 11.B of
including the reference to “exclusive of depreciation” on the cost of sales line item.

Notes
to the Consolidated Financial Statements, page F-8

 4. We note from your disclosure in Note 1 on page F-13, that for
the year ended December 31, 2021 you recognized $4,047,444 of stock compensation expense related to stock awards and stock option grants
and $13,255,388 related to the LTIP. In light of this significant expense, please consider disclosing the amount of expense related to
share- based payment arrangements included in each specific line item on the income statement. See guidance in SAB Topic 14.F.

Response:
The Company notes that its non-cash stock-based compensation expenses are presented in the same financial statement line items
in the Statements of Operations as the cash-based compensation expenses for the same employees. The Company will add such a statement
in the notes to its financial statements and will consider additive disclosures regarding the breakdown of this expense to each of its
financial statement line items in future filings.

Note 14. Long Term Incentive Plan, page F-24

 5. We note your disclosure that during the fourth quarter of 2021
you corrected an error made in determining the fair market value of the market capitalization awards first put in place in March 2021.
As a result, stock compensation expense, and therefore net loss and EPS, for each of the three preceding 2021 quarters was misstated,
and you have presented the restated amounts for each quarter in the notes to the financial statements. In light of the fact that the
error appears to materially affect the income statement for at least 2 of the quarters, please tell us why you did not file an amended
Form 10-Q for the periods affected by this restatement. Please also tell us what consideration was given to filing an Item 4.02 Form
8-K.

Response:
An amended Form 10-Q for the periods affected by this restatement was not made because the correction of the error was not determined
until shortly before filing of the Form 10-K as of and for the year ending December 31, 2021. As the issuance of the financial statements
accompanied by the audit report for the subsequent period was imminent such that the disclosure of the restatement was not delayed, we
determined appropriate disclosure of the restatement’s effect on the prior interim periods to have been made in the Form 10-K in
lieu of filing a Form 10-Q/A.

In
consideration of filing an Item 4.02 Form 8-K, the Company reviewed the General Instructions to Form 8-K, section B, item 3, and determined
that the information relating to the restatement included in our 10-K filed on March 2, 2022, included substantially the same information
as would have been included in the Form 8-K, and thus that, upon filing of the Form 10-K, such information was previously reported and
no Form 8-K was required. We further note that the determination that an error had occurred was made less than four (4) business days
prior to the filing of the Form 10-K.

Should you have additional questions regarding
the information contained herein, please contact our counsel, Jeff Cahlon at 212-930-9700 or jcahlon@srf.law.

  Sincerely,

/s/ Grant Russell

Grant Russell

Chief Financial Officer

United States securities and exchange commission logo
August 18, 2022
Grant Russell
Chief Financial Officer
Vuzix Corp
25 Hendrix Road
West Henrietta, New York 14586
Re:Vuzix Corp
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed March 2, 2022
File No. 001-35955
Dear Mr. Russell:
            We have limited our review of your filing to the financial statements and related
disclosures 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 to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2021
Managements Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations for Fiscal Years Ended December 31, 2021 and December 31, 2020, page
41
1.We note that you disclose a subtotal for Gross Profit – Before Reserve for
Obsolescence. Since inventory obsolescence reserves are normal, recurring expense to
operate your business, please tell us how you considered the guidance in Question 100.01
of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.

 FirstName LastNameGrant Russell
 Comapany NameVuzix Corp
 August 18, 2022 Page 2
 FirstName LastName
Grant Russell
Vuzix Corp
August 18, 2022
Page 2
Liquidity and Capital Resources, page 49
2.Please address the following for the “Net Loss less Non-Cash Operating Expenses” and
"Net Cash Loss" measures disclosed on page 49:
•We note that this measure appears to represent a non-GAAP liquidity measure. Please
provide the most directly comparable GAAP measure, and tell us how you considered
Item 10(e)(1)(ii)(A) of Regulation S-K.
•Please explain to us how management uses this measure and why you believe it
provides useful information to investors.
•In future filings and earnings releases, please provide disclosures that comply with
Item 10(e) of Regulation S-K and Regulation G, including reconciliation to the most
directly comparable GAAP measure. In this regard, if Net Loss is not the most
directly comparable GAAP measure, please revise the title of this measure to better
describe the nature of this measure.
Consolidated Statements of Operations, page F-6
3.We note on the statements of operations, that you present a measure of gross profit (loss)
(exclusive of depreciation shown separately below).  Please tell us how your presentation
complies with the guidance in SAB Topic 11.B. In this regard, if you do not allocate any
depreciation and amortization to cost of sales, you should remove the gross profit subtotal
from your statements of operations and relabel the cost of sales line item to indicate that it
excludes depreciation and amortization.  Your disclosures in MD&A should be similarly
revised.  Additionally, we note that in your Form 10-Q for the Quarter Ended July 3,
2022, it is not clear where depreciation is presented in the Statements of Comprehensive
Income.  Please advise and revise accordingly, if applicable.
Notes to the Consolidated Financial Statements, page F-8
4.We note from your disclosure in Note 1 on page F-13, that for the year ended December
31, 2021 you recognized $4,047,444 of stock compensation expense related to stock
awards and stock option grants and $13,255,388 related to the LTIP.  In light of this
significant expense, please consider disclosing the amount of expense related to share-
based payment arrangements included in each specific line item on the income statement.
See guidance in SAB Topic 14.F.

 FirstName LastNameGrant Russell
 Comapany NameVuzix Corp
 August 18, 2022 Page 3
 FirstName LastName
Grant Russell
Vuzix Corp
August 18, 2022
Page 3
Note 14. Long Term Incentive Plan, page F-24
5.We note your disclosure that during the fourth quarter of 2021 you corrected an error
made in determining the fair market value of the market capitalization awards first put in
place in March 2021.  As a result, stock compensation expense, and therefore net loss and
EPS, for each of the three preceding 2021 quarters was misstated, and you have presented
the restated amounts for each quarter in the notes to the financial statements.   In light of
the fact that the error appears to materially affect the income statement for at least 2 of the
quarters, please tell us why you did not file an amended Form 10-Q for the periods
affected by this restatement.  Please also tell us what consideration was given to filing an
Item 4.02 Form 8-K.
            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.
            You may contact Eiko Yaoita Pyles, Staff Accountant, at 202-551-3587 or Claire
Erlanger, Senior Staff Accountant, at 202-551-3301 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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Vuzix Corporation

25 Hendrix Road, Suite A

West Henrietta, New York 14586

February 8,
2021

EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:        Vuzix
Corporation

Registration Statement on Form
S-3

File No. 333-252673

Ladies and Gentlemen:

Pursuant to Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Vuzix Corporation (the “Company”)
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become
effective at 10a.m., Eastern Time, on February 9, 2021, or as soon thereafter as possible.

The Company hereby
acknowledges the following:

 · that should the Commission or the staff, acting pursuant to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the filing;

 · the action of the Commission or the staff, acting pursuant to delegated authority, in declaring
the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure
in the filing; and

 · the Company may not assert the declaration of effectiveness as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

    Vuzix Corporation

    By:
     /s/ Grant Russell

    Name: Grant Russell

    Title: Chief Financial Officer

United States securities and exchange commission logo
February 5, 2021
Paul Travers
Chief Executive Officer
Vuzix Corporation
25 Hendrix Road, Suite A
West Henrietta, New York 14586
Re:Vuzix Corp
Registration Statement on Form S-3
Filed February 2, 2021
File No. 333-252673
Dear Mr. Travers:
            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 Eiko Yaoita Pyles at 202-551-3587 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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Vuzix Corporation

25 Hendrix Road, Suite A

West Henrietta, New York 14586

June 11, 2019

EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Vuzix Corporation

    Registration Statement on Form S-3

    File No. 333-231932

Ladies and Gentlemen:

Pursuant to Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Vuzix Corporation (the “Company”)
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become
effective at 4:30 p.m., Eastern Time, on June 13, 2019, or as soon thereafter as possible.

The Company hereby
acknowledges the following:

 · that should the Commission or the staff, acting pursuant to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the filing;

 · the action of the Commission or the staff, acting pursuant to delegated authority, in declaring
the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure
in the filing; and

 · the Company may not assert the declaration of effectiveness as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

    Vuzix Corporation

    By:
    /s/ Grant Russell

    Name:
    Grant Russell

    Title:
    Chief Financial Officer

Mail Stop 3720

February 2, 2016

Paul J. Travers
Chief Executive Officer
Vuzix Corporation
25 Hendrix Road, Suite A
West Henrietta, New York 14586

Re: Vuzix Corporation
  Registration Statement on Form S-3
Filed  February 1, 2016
  File No.  333-209304

Dear Mr. Travers :

This is to advise you that we have not reviewed and will not review your registration
statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration
statement, please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action wit h respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in th e filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Paul J. Travers
Vuzix Corporation
February 2, 2016
Page 2

 Please refer to Rules 460 and 4 61 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and th e Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact Lahdan Rahmati , Law Clerk , at (202)  551-8199, or me at (202) 551-3810
with any questions.

Sincerely,

 /s/ Celeste M. Murphy for

Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

cc:    Jeff Cahlon, Esq.
 Sichenzia Ross Friedman Ference LLP

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Vuzix Corporation

25 Hendrix Road, Suite A

West Henrietta, New York 14586

    February 2, 2016

EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Vuzix Corporation

Registration Statement on Form
S-3

File No. 333-209304

Ladies and Gentlemen:

Pursuant to Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Vuzix Corporation (the “Company”)
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become
effective at 5:00 p.m., Eastern Time, on February 4, 2016, or as soon thereafter as possible.

The Company hereby
acknowledges the following:

 · that should the Commission or the staff, acting pursuant to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the filing;

 · the action of the Commission or the staff, acting pursuant to delegated authority, in declaring
the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure
in the filing; and

 · the Company may not assert the declaration of effectiveness as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

    Vuzix Corporation

    By:
    /s/ Grant Russell

    Name:
    Grant Russell

    Title:
    Chief Financial Officer

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corresp

Vuzix Corporation

75 Town Centre Drive

Rochester, New York 14623

December 7, 2009

    Securities and Exchange Commission

    VIA EDGAR and Facsimile

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

    Attn: Mr. Matthew Crispino, Staff Attorney

     Re:  Vuzix Corporation Registration Statement on Form S-1 Registration No. 333-160417

Ladies and Gentlemen:

     The undersigned hereby requests that the effectiveness of its Registration Statement on Form
S-1 (Registration No. 333-160417) be accelerated so that such Registration Statement will become
effective at 5:00 p.m. Eastern time, on December 8, 2009, or as soon thereafter as practicable.

     The undersigned acknowledges that:

     (a) should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any action with
respect to the filing;

     (b) the action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the undersigned from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and

     (c) the undersigned may not assert this action as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

    Very truly yours,

    Vuzix Corporation

    By:

    /s/ Paul J. Travers

    Name:

    Paul J. Travers

    Title:

    President and Chief Executive Officer

Canaccord Adams Inc.

99 High Street, 12th Floor

Boston, Massachusetts 02110

December 7, 2009

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.W.

Washington, D.C. 20549

    Re:

    Vuzix Corporation

    Registration Statement on Form S-1 Registration No. 333-160417

Dear Sir or Madam:

     Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as
amended, we, as representatives of the several agents in the proposed offering of units of Vuzix
Corporation (the “Company”) pursuant to the above-referenced Registration Statement, wish to advise
you that we have effected the following distribution of the Company’s Preliminary Prospectus, dated
as of September 4, 2009, through the date hereof.

     Preliminary Prospectus dated as of September 4, 2009:

     81 copies to prospective agents, institutional investors, dealers and others.

     The undersigned advises that it has and will, and each participating agent has advised the
undersigned that it has and will, comply with Rule 15c2-8 under the Securities Exchange Act of
1934, as amended.

     In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of
1933, as amended, we hereby join in the request of the Company for acceleration of the effective
date of the above-referenced Registration Statement so that it
becomes effective at 5:00 p.m. Eastern time on December 8, 2009, or as soon as possible thereafter.

    Very truly yours,

    Canaccord Adams Inc.

    By:

    /s/ Andrew F. Viles

    Name:

    Andrew F. Viles

    Title:

    Managing Director

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CORRESP

November 27, 2009

    Mr. Mark P. Shuman, Branch Chief
— Legal

    Via EDGAR and

    Mr. Matthew Crispino

    Federal Express

    Mr. Morgan Youngwood

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Mail Stop: 4561

    Washington, D.C. 20549

    Re:   Vuzix Corporation Amendment No. 5 to Registration Statement on Form S-1 (File No. 333-160417)

Gentlemen:

     On behalf of Vuzix Corporation (the “Registrant”), attached for your review is a copy of
Amendment No. 5 (the “Amendment”) to Registration Statement on Form S-1, File No. 333-160417 (as
previously amended, the “Registration Statement”), as filed with the Securities and Exchange
Commission (the “Commission”) on the date hereof via EDGAR and marked to show changes from the
Registration Statement filed with the Commission on November 10, 2009.

     The Amendment is being filed in response to comments received from the staff of the Commission
(the “Staff”) by letter dated November 24, 2009, with respect to the Registration Statement (the
“Comments”) and our telephone conferences with the Staff since November 10, 2009 and to include the
Registrant’s financial statements for the three and nine months ended September 30, 2009. The
numbering of the paragraphs below corresponds to the numbering of the Comments, which for the
Staff’s convenience, have been incorporated into this response letter. Page references in the text
of this response letter correspond to the page numbers in the Amendment.

General

1. Please file the subscription agreement for U.S. investors as an exhibit to your next amended
registration statement.

Mark P.
Shuman, Branch Chief — Legal

Mr. Matthew Crispino

Mr. Morgan Youngblood

U.S. Securities and Exchange Commission

Division of Corporation Finance

November 27, 2009

Page 2

     The Registrant does not intend to enter into a subscription agreement with US investors. The
Registrant’s US offering agents will solicit orders for the units from their retail customers. When the
initial public offering price has been determined, the US offering agents will confirm each customer’s
order and debit each customer’s brokerage account by the amount of the purchase price for the
ordered units. In compliance with Rule 10b-9 and Rule 15c2-4 of the Exchange Act, all funds
received by the US offering agents in payment for the units shall be forwarded to the escrow agent, by no
later than noon (Eastern time) the next business day after receipt, to be deposited into the US
escrow account.

Exhibit A

2.
Section 3.2 of the Escrow Agreement appears to require U.S. subscribers to pay for the Units in
the form of wire transfer. Please clarify in the Escrow Agreement and the prospectus summary how
U.S. subscribers can pay for the Units. Please indicate if they may pay by check or only through
wire transfer. Please include the wire transfer instructions in the prospectus summary. Also,
please disclose if U.S. subscribers will be required to pay wire transfer fees and consider your
disclosure that all subscriptions will be returned without the deduction of any fees or expenses if
the minimum proceeds are not achieved.

     Section 3.2
of the escrow agreement was not intended to specify any method of payment by US
subscribers and has been revised to clarify that only the US offering agents will deposit funds in the US escrow account. Please see Exhibit 10.21 to the Amendment.
Accordingly, the Registrant does not believe that the escrow agent’s wire transfer instructions are
material to US subscribers and so the prospectus summary has not been revised to include those wire
transfer instructions.
As explained in the response to Comment 1 above, US subscribers will pay the purchase price for their
units by having their brokerage accounts with the US offering agents debited after the initial public
offering price for the units has been determined and their orders have been confirmed by the US offering agents.

     In the event that the minimum gross proceeds from the offering are not achieved, the escrow
agent will return the purchase price to each US subscriber by check at the address set forth in the
subscription information to be provided by each US offering agent to the escrow agent in accordance
with the escrow agreement. Accordingly, US subscribers will not be required to pay any wire
transfer fees. The Registrant does not believe that the fact that US subscribers will not be
required to pay wire transfer fees is material to investors and the prospectus summary has not been
revised to include any such disclosure.

3. Section 3.2 of the Escrow Agreement appears to require U.S. subscribers to wire their payments
directly to the U.S. Escrow Account. Section 3.3, however, indicates that an Offering Agent or the
Issuer can make deposits into the U.S. Escrow Account. Please clarify in the prospectus summary
and the Escrow Agreement that U.S. subscribers will make their payments directly to the Escrow
Account. If you propose that funds could be provided by subscribers to
an Offering Agent or the Issuer, please evaluate how your proposed handling of subscription funds
would conform to Rules 10b-9 and 15c2-4.

     As
explained in the response to Comment 2 above, Section 3.2 of the escrow agreement was not
intended to specify any method of payment by US subscribers and has been revised to clarify that
only the US offering agents will deposit funds in the US escrow account. Please see Exhibit 10.21
to the Amendment.

     In compliance with Rule 10b-9 and Rule 15c2-4 of the Exchange Act, all funds received by the
US offering agents in payment for the units shall be forwarded to the escrow agent, by no later
than noon (Eastern time) the next business day after receipt, to be deposited into the US escrow
account.

Mark P. Shuman, Branch Chief — Legal

Mr. Matthew Crispino

Mr. Morgan Youngblood

U.S. Securities and Exchange Commission

Division of Corporation Finance

November 27, 2009

Page 3

4. Section 4 of the Escrow Agreement indicates that the determination as to whether the minimum
gross proceeds of the offering have been raised shall be based on the Subscription Information
submitted to the Escrow Agent. However, the Escrow Agent must make such determination based on the
actual amount of funds deposited in the Escrow Accounts that have cleared the banking system, not
on the Subscription Information provided by the Offering Agents or the Issuer. Please revise the
prospectus summary and Escrow Agreement accordingly.

     The requested revisions have been made. Please see the prospectus summary in the Amendment and
Exhibit 10.21 attached thereto.

5. Both Section 3.7 of the Escrow Agreement and the cover page of the prospectus indicate that all
funds received in payments for u nits sold will be deposited in non-interest bearing escrow
accounts. However, Section 4.1 of the Escrow Agreement states that if the minimum gross proceeds
are not raised, the Escrow Agent will refund to the prospective purchasers the payments they have
made and “any investment income received thereon.” Please advise.

     The
escrow accounts will be non-interest bearing.
The references to investment income in Sections 3.5 and 4.1 of the escrow agreement have been
deleted. Please see Exhibit 10.21 attached to the Amendment.

6. Section 6.1 of the Escrow Agreement appears to permit the Escrow Agent to withhold certain
amounts, including expenses, from the Escrow Accounts in connection with the termination of its
obligations under the Escrow Agreement. Please explain how this provision is consistent with Rules
10b-9 and 15c2-4 and the statement on the prospectus cover page that if the minimum gross proceeds
of the offering are not raised, all funds will be returned to investors without the deduction of
fees.

     Section 6.1 of the escrow agreement has been revised to clarify that the escrow agent may not
withhold any amount from the escrow accounts. Please see Exhibit 10.21 attached to the Amendment.

Exhibit B

Cover Page

7. We note the statement that the TSX Venture Exchange (“TSX-V”) has conditionally approved the
listing of the company’s common stock and warrants. Please tell us what conditions remain to be
satisfied for your common stock and warrants to be listed on the TSX-V. If there is a significant
risk that these remaining conditions may not be satisfied, you should expand the risk factor on
page 20 to identify the outstanding conditions and include a cross reference to the risk factor on
the cover page.

Mark P. Shuman, Branch Chief — Legal

Mr. Matthew Crispino

Mr. Morgan Youngblood

U.S. Securities and Exchange Commission

Division of Corporation Finance

November 27, 2009

Page 4

     The remaining
conditions to be satisfied for the Registrant’s common stock and warrants to be
listed on the TSX-V are:

     (i)   delivery to the TSX-V of copies of all further correspondence between the Registrant and
the Ontario Securities Commission or the Commission;

     (ii)   delivery to the TSX-V of a copy of the Registrant’s final Canadian prospectus and any
amendments;

     (iii)   the Registration Statement shall have been declared effective by the Commission and
final receipt of the Canadian prospectus by all applicable Canadian securities regulators;

     (iv)   closing of the offering that results in minimum gross proceeds to the Registrant of
Cdn$6.0 million;

     (v)   satisfactory completion of the TSX-V’s background searches on the Registrant’s directors
and officers;

     (vi)   delivery to the TSX-V of an executed Distribution Summary Statement on TSX Venture Exchange Form 2E
prepared by the offering agents and the offering agents must also advise the TSX-V of the extent of
any over-subscription at the time of closing;

     (vii)   delivery to the TSX-V of a notarially certified copy of the escrow agreement;

     (viii)   after the pricing of offering has been determined, delivery to the TSX-V of a full
analysis of the seed share resale restriction requirement (“SSRR”) pursuant to TSX Venture Exchange Policy 5.4 and confirmation that the Registrant has applied and enforced the SSRR;

     (ix)   delivery to the TSX-V of copies of all material contracts the Registrant is a party to
that have not previously provided to the TSX-V;

     (x)   all remaining applicable documentation under Section 3 of TSX Venture Exchange Policy 2.3 (a
copy of which is attached hereto as Exhibit A for your reference); and

     (xi)   payment by the Registrant of the outstanding balance of the TSX-V filing fee (Cdn$34,500).

     Of these
conditions, only two remain subject to significant risk of not being
satisfied. One is that the warrants be distributed to at least 100 public security holders.
That condition was already generally disclosed in the risk factor on page 20 of the Registration Statement but that risk factor has been revised
to include the specific minimum number of public security holders required. Please see the risk factor
on page 20 of the Amendment. The other is that the offering results in gross proceeds to the Registrant of at
least Cdn$6.0 million. Because the offering will not close if that condition is not satisfied, the
Registrant does not believe that disclosure of that condition is material to investors and so the
risk factor on page 20 has not been expanded.

     Please note that the Registrant’s Canadian counsel
advises that the listing conditions remaining to be satisfied by the Registrant are the TSX-V’s standard listing conditions.

8. Please remove from the third paragraph the estimates of the U.S. dollar equivalents of the
offering proceeds. You may continue to provide an estimate of the U.S. dollar equivalent of the
minimum gross proceeds in the underwriting section of the prospectus, but you should identify the
exchange rate used in calculating the estimate and explain that the actual U.S. dollar equivalent
may vary significantly from the estimate at the time the minimum offering condition is met.

     The requested revisions have been made. Please see the prospectus cover page and underwriting
section of the Amendment.

9. Please remove the last paragraph on the cover page as this information does not appear to be
material to investors in a best efforts offering.

     The requested deletion has been made. Please see the prospectus cover page of the Amendment.

Underwriting

10. We note the statement that the warrant indenture will contain provisions designed to protect
warrant holders against dilution “upon the happening of certain events.” In your disclosure,
please concisely describe the events that will trigger these dilution protections.

     The requested revision has been made. Please see the underwriting section of the Amendment.

Mark P. Shuman, Branch Chief — Legal

Mr. Matthew Crispino

Mr. Morgan Youngblood

U.S. Securities and Exchange Commission

Division of Corporation Finance

November 27, 2009

Page 5

     Please do not hesitate to call me at (585) 238-3576, or my colleague, Lawrence A. Kallaur, at
(585) 238-3530, if you have any questions or would like any additional information regarding this
matter.

    Very truly yours,

    /s/ Robert F. Mechur

    Robert F. Mechur

    cc:

    Messrs. Paul J. Travers

              Grant Russell

Exhibit A

TSX Venture Exchange Policy 2.3

    3.

    Final Filing Requirements

General

    3.1

    The Exchange must receive the following final documentation prior to providing final
Exchange acceptance of the listing:(a) an executed Listing Agreement (Form 2D) filed in
paper form;

    (a)

    if applicable, an executed copy of the final Sponsor Report (see Policy
2.2 — Sponsorship Requirements);

    (b)

    a letter from the transfer agent confirming that the security certificate
complies with Exchange Requirements. In the case of a generic certificate the letter
must confirm that the generic certificate complies with the requirements of the
Security Transfer Association of Canada. (See Policy 3.1 Directors, Officers, Other
Insiders & Personnel and Corporate Governance for details about Exchange
requirements for security certificates);

    (c)

    an unqualified letter from CDS confirming the CUSIP or ISIN number(s)
assigned to the securities;

    (d)

    a letter from the Issuer’s transfer agent and registrar confirming that it
has been appointed as transfer agent and registrar for the Issuer. The transfer
agent must also undertake to provide the Exchange with a copy of each treasury
order of the Issuer within five business days after any issuance of Listed Shares;

    (e)

    if applicable, a consent letter from each auditor, accountant, engineer,
appraiser, lawyer or other person or party (an “Expert”) whose report, appraisal,
opinion or statement (a “Report”) is disclosed or summarized or incorporated by
reference into the Listing Application or supporting documents, which states that
the Expert has read the Listing Application and confirms that there are no
misrepresentations contained in the Listing Application which are derived from the
Expert’s Report or of which the Expert is otherwise aware as a result of the review
conducted in connection with the preparation of such Report;

    (f)

    a legal opinion which states that the Issuer is in good standing under or not
in default of applicable corporate law, and is a reporting issuer in good standing and
not in default in each jurisdiction in which it is a reporting issuer;

    (g)

    the balance of the applicable listing fee as set out in Policy 1.3 — Schedule
of Fees; and

    (h)

    any other documentation that may be requested by the Exchange.

Listing by Prospectus

    3.2

    In addition to the documents required in section 3.1, if the Application for Listing
is made concurrently with a Prospectus offering, the Exchange must also receive a
Distribution Summary Statement (Form 2E) prepar

Mail Stop 4561
November 24, 2009
 Paul J. Travers President and Chief Executive Officer Vuzix Corporation 75 Town Centre Drive Rochester, NY  14623
Re:  Vuzix Corporation
Amendment No. 4 to Registration Statement on Form S-1
Correspondence Submitted on November 18, 2009
  File No. 333-160417

Dear Mr. Travers:

We have reviewed the correspondence that you submitted on November 18, 2009 and
have the following comments.    General

 1. Please file the subscription agreement for U.S. investors as an exhibit to your next
amended registration statement.
 Exhibit A

 2. Section 3.2 of the Escrow Agreement appears to require U.S. subscribers to pay for the
Units in the form of wire transfer.  Please clarify in the Escrow Agreement and the prospectus summary how U.S. subscribers can pay for the Units.  Please indicate if they may pay by check or only through wire transfer.  Please include the wire transfer instructions in the prospectus summary.  Also, please disclose if U.S. subscribers will be required to pay wire transfer fees and consider your disclosure that all subscriptions will be returned without the deduction of any fees or expenses if the minimum proceeds are not achieved.
 3. Section 3.2 of the Escrow Agreement appears to require U.S. subscribers to wire their
payments directly to the U.S. Escrow Account.  Section 3.3, however, indicates that an Offering Agent or the Issuer can make deposits into the U.S. Escrow Account.  Please clarify in the prospectus summary and the Escrow Agreement that U.S. subscribers will make their payments directly to the Escrow Account.  If you propose that funds could be

Paul J. Travers
Vuzix Corporation
November 24, 2009 Page 2
provided by subscribers to an Offering Agent or the Issuer, please evaluate how your proposed handling of subscription funds would conform to Rules 10b-9 and 15c2-4.
 4. Section 4 of the Escrow Agreement indicates that the determination as to whether the
minimum gross proceeds of the offering have been raised shall be based on the Subscription Information submitted to the Escrow Agent.  However, the Escrow Agent must make such determination based on the actual amount of funds deposited in the Escrow Accounts that have cleared the banking system, not on the Subscription Information provided by the Offering Agents or the Issuer.  Please revise the prospectus summary and Escrow Agreement accordingly.
 5. Both Section 3.7 of the Escrow Agreement and the cover page of the prospectus indicate
that all funds received in payments for units sold will be deposited in non-interest bearing escrow accounts.  However, Section 4.1 of the Escrow Agreement states that if the minimum gross proceeds are not raised, the Escrow Agent will refund to the prospective purchasers the payments they have made and “any investment income received thereon.”  Please advise.
 6. Section 6.1 of the Escrow Agreement appears to permit the Escrow Agent to withhold
certain amounts, including expenses, from the Escrow Accounts in connection with the termination of its obligations under the Escrow Agreement.  Please explain how this provision is consistent with Rules 10b-9 and 15c2-4 and the statement on the prospectus cover page that if the minimum gross proceeds of the offering are not raised, all funds will be returned to investors without the deduction of fees.
 Exhibit B

 Cover Page

 7. We note the statement that the TSX Venture Exchange (“TSX-V”) has conditionally
approved the listing of the company’s common stock and warrants.  Please tell us what conditions remain to be satisfied for your common stock and warrants to be listed on the TSX-V.  If there is a significant risk that these remaining conditions may not be satisfied, you should expand the risk factor on page 20 to identify the outstanding conditions and include a cross reference to the risk factor on the cover page.
 8. Please remove from the third paragraph the estimates of the U.S. dollar equivalents of the
offering proceeds.  You may continue to provide an estimate of the U.S. dollar equivalent of the minimum gross proceeds in the underwriting section of the prospectus, but you should identify the exchange rate used in calculating the estimate and explain that the actual U.S. dollar equivalent may vary significantly from the estimate at the time the minimum offering condition is met.

Paul J. Travers
Vuzix Corporation November 24, 2009 Page 3  9. Please remove the last paragraph on the cover page as this information does not appear to
be material to investors in a best efforts offering.
 Underwriting

 10. We note the statement that the warrant indenture will contain provisions designed to
protect warrant holders against dilution “upon the happening of certain events.”  In your disclosure, please concisely describe the events that will trigger these dilution protections.

As appropriate, please amend your registration statement in response to these comments.
Your responsive amendment should also include a marked copy of the amended filing that conforms with the provisions of Rule 310 of Regul ation S-T. Marked copies such as those in
HTML format that show changes within paragraphs help us to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We direct your attention to Rule 461 regarding requesting acceleration of a registration
statement.  Please allow adequate time after th e filing of any amendment for further review
before submitting a request for acceleration.  Please provide this request at least two business days in advance of the requested effective date.
 You may contact at Morgan Youngwood, Staff Accountant, at (202) 551-3479 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions or comments on the
financial statements and related matters.  For all other questions, please contact Matthew Crispino, Staff Attorney, at (202) 551-3456.  If you thereafter require further assistance, please contact the undersigned at (202) 551-3462.          S i n c e r e l y ,             M a r k  P .  S h u m a n          B r a n c h  C h i e f  –  L e g a l   cc: Via Facsimile (585) 238-9022

 Robert F. Mechur, Esq.  Boylan, Brown, Code, Vigdor & Wilson, LLP

CORRESP
1
filename1.htm

CORRESP

November 18, 2009

    Mr. Mark P. Shulman, Branch Chief — Legal

    Via EDGAR and

    Mr. Matthew Crispino

    Federal Express

    Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Mail Stop: 4561

    Washington, D.C. 20549

    Re:

    Vuzix Corporation Registration Statement on Form S-1 (File No. 333-160417)

(the “Registration Statement”)

Gentlemen:

     On behalf of Vuzix Corporation (the “Registrant”), in response to the comments conveyed during
our telephone conference of November 17, 2009, attached for your review and comment are:

    1.

    Revised form of escrow agreement among the Registrant, the offering agents and
JPMorgan Chase Bank, National Association, as escrow agent, marked to show changes from
the form of escrow agreement filed as Exhibit 10.21 to the Registration Statement (Exhibit A); and

    2.

    Revised prospectus cover page and individual revised pages from the prospectus
summary, risk factors and underwriting sections of the prospectus, incorporating the
proposed changes that we discussed on our telephone conference, marked to show changes
from the Registration Statement as currently filed (Exhibit B).

     Please do not hesitate to call me at (585) 238-3576, or my colleague, Lawrence A. Kallaur, at
(585) 238-3530, if you have any questions or would like any additional information regarding this
matter.

Very truly yours,

/s/ Robert F. Mechur

Robert F. Mechur

    cc:

    Messrs. Paul J. Travers

             Grant Russell

Exhibit A

ESCROW AGREEMENT

          THIS ESCROW AGREEMENT (as the same may be amended or modified from time to time pursuant
hereto, this “Escrow Agreement”) is made and entered into as of November ___, 2009, by and among
Vuzix Corporation, a Delaware corporation (“Issuer”), Canaccord Capital Corporation (“Canaccord”),
Canaccord Adams Inc., Bolder Investment Partners, Ltd. (“Bolder”) and Lighthouse Financial Group
LLC (collectively, the “Offering Agents”)(the Issuer and the Offering Agents are sometimes referred
to individually as a “Party” or collectively as the “Parties”), and JPMorgan Chase Bank, National
Association (the “Escrow Agent”).

          WHEREAS, the Issuer has filed with the U.S. Securities and Exchange Commission (the “SEC”) a
Registration Statement on Form S-1 (File No. 333-160417) (as amended from time to time, the
“Registration Statement”) registering under the Securities Act of 1933, as amended, the Issuer’s
sale to the public of up to 50,000,000 units (“Units”), each Unit consisting of one share of the
Issuer’s common stock, par value $0.001 per share, and one-half of one common stock purchase
warrant (the “Offering”);

          WHEREAS, the Issuer has also filed a preliminary prospectus relating to the Offering with the
Ontario Securities Commission (the “OSC”);

          WHEREAS, the Offering shall be made on a best-efforts basis through a syndicate co-led by
Canaccord and Bolder and through certain subagents;

          WHEREAS, the closing of the Offering (the “Closing”) is subject to the Issuer’s receipt of
minimum gross proceeds from the Offering of at least Cdn$6,000,000 (the “Minimum Dollar Amount”)
and subject to a maximum of 50,000,000 Units sold (the “Maximum Unit Amount”);

          WHEREAS, in order to purchase Units, a purchaser must deliver the full amount of its purchase
price, in US or Canadian dollars, to the Offering Agents (collectively, the “Payment”);

          WHEREAS, the Parties have agreed that the Payments made by prospective purchasers of Units
will be refunded to such prospective purchasers if the Closing has not occurred within 90 days of
the date on which the Registration Statement is declared effective by the SEC; and

          WHEREAS, in compliance with Rule 15c2-4 under the Securities Exchange Act of 1934, as amended,
(the “Exchange Act”) the Parties desires to establish an escrow in which funds received from purchasers of Units will be
deposited until the Closing, and the Escrow Agent is willing to serve as Escrow Agent upon the
terms and conditions herein set forth.

          NOW THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set
forth, the parties hereto agree as follows:

    1.

    Appointment.

          1.1.     The Parties hereby appoint the Escrow Agent as their escrow agent for the
purposes set forth herein, and the Escrow Agent hereby accepts such appointment
under the terms and conditions set forth herein. The Escrow Agent is authorized
and regulated by the Financial Services Authority in the United Kingdom.

          1.2.     Each of the Offering Agents hereby authorizes Canaccord to act on its behalf in
connection with the matters set out herein.

    2.

    Establishment of the Escrow Accounts.

          2.1.     The parties hereto shall establish an escrow account at the London branch of the Escrow
Agent, and bearing the designation “Escrow Account for Vuzix Corporation IPO -Canadian” (the
“Canadian Escrow Account”).

          2.2.     The parties hereto shall establish an escrow account at the New York City branch of the
Escrow Agent, and bearing the designation “Escrow Account for Vuzix Corporation IPO — US” (the “US
Escrow Account”) (the Canadian Escrow Account and the US Escrow Account are each an “Escrow
Account” and collectively the “Escrow Accounts”).

          2.3.     On or before the date of the initial deposit in either Escrow Account pursuant to this
Agreement, Canaccord shall notify the Escrow Agent in writing of the commencement date of the
Offering (the “Commencement Date”). The Commencement Date shall be no earlier than the first date
on which the Registration Statement has been declared effective by the SEC and the OSC has issued a
receipt in accordance with Multilateral Instrument 11-102 — Passport System of the Canadian
Securities Administrators and National Policy 11-202 — Process for Prospectus Reviews in Multiple
Jurisdictions of the Canadian Securities Administrators evidencing that receipts for the final
Canadian prospectus relating to the Offering have been issued for each province of Canada except
Quebec. The Escrow Agent shall not accept any amounts for deposit in either Escrow Account prior to
its receipt of such notification.

          2.4.     The Offering shall continue for a period (the “Offering Period”) from the Commencement
Date through the 90th day after date on which the Registration Statement has been declared
effective by the SEC. The last day of the Offering Period is referred to herein as the “Termination
Date.” Except as provided in Section 4.3 hereof, after the Termination Date, neither the Offering
Agents nor the Issuer shall deposit, and the Escrow Agent shall not accept, any additional amounts
representing payments by prospective purchasers. Canaccord shall provide written notice to the
Escrow Agent as to the Termination Date.

    3.

    Deposits in the Escrow Account.

          3.1.     All Canadian dollars received from prospective purchasers of the Units shall be deposited
in the Canadian Escrow Account, which amounts shall be in the form of wire transfers representing
the payment of money. Wire transfers to the Canadian Escrow Account shall be sent in Canadian
dollars pursuant to the following instructions:

Bank: Royal Bank of Canada, Toronto (ROYCCAT2)

Under direct SWIFT advice to JPMorgan Chase Bank, NA CHASGB2L

For the account of: JPMorgan Chase Bank, NA (CHASGB2L)

Account Number: 095912194132

For Further Credit To: JPM as EA for Vuzix Corp

Account Number: 40625901

          In
compliance with Rule 10b-9 and Rule 15c2-4 of the Exchange
Act, all funds received in payment for the Units shall be forwarded
to the Escrow Agent, by each Offering Agent no later than noon
(Eastern time) the next business day after receipt, to be deposited
into the Escrow Account.

2

          3.2.     All US dollars received from prospective purchasers of the Units shall be deposited in
the US Escrow Account, which amounts shall be in the form of wire transfers representing the
payment of money. Wire transfers to the US Escrow Account shall be sent in US dollars pursuant to
the following instructions:

Bank: JPMorgan Chase Bank, NA

ABA# 021 000 021

Account Number: 806032256

Account Name: JPM as EA for Vuzix Corp IPO – US

          3.3.     Simultaneously
with each deposit into an Escrow Account, the Offering Agent making such
deposit (or the Issuer, if such deposit is made by the Issuer) shall inform the Escrow Agent in
writing of the name and address of the prospective purchaser(s), the number of Units subscribed for
by such purchaser(s), and the aggregate dollar amount of such subscription (collectively, the
“Subscription Information”).

          3.4.     The Escrow Agent shall not be required to accept any amounts representing payments by
prospective purchasers except during the Escrow Agent’s regular banking hours, which are 9:00 a.m.
to 5:00 p.m. Eastern Time.

          3.5.     Amounts deposited in an Escrow Account that have cleared the banking system and have been
collected by the Escrow Agent, together with any investment income or proceeds received by the
Escrow Agent from the investment thereof from time to time pursuant to Section 3.6 below, are
herein referred to as the “Fund.” Amounts deposited in an Escrow Account that have not cleared the
banking system are herein referred to as “uncollected amounts”.

          3.6.     The Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund
in accordance with Section 4 hereof upon the instructions in writing signed by both the Issuer and
Canaccord.

3

          3.7.     All Canadian dollar deposits will be held in a non interest bearing account with the
Escrow Agent’s London Branch and all US dollar deposits will be held in a non interest bearing
account with the Escrow Agent’s New York City Branch.

    4.

    Disbursement from the Escrow Account.

          4.1.     Subject to Section 4.3 below, in the event that at 5:00 p.m. Eastern Time on the
Termination Date the amount constituting the Fund shall be less than the Minimum Dollar Amount, as
indicated by the Subscription Information submitted to the Escrow Agent, then the Escrow Agent
shall promptly but in no event later than five (5) business days after the Termination Date refund
to each prospective purchaser the amount of payment received from such purchaser which is then held
in the Fund or which thereafter clears the banking system, together with any investment income
received thereon, and the Escrow Agent shall notify the Issuer and each Offering Agent of its
distribution of the Fund. The Offering Agent and Issuer shall provide wire instructions via
facsimile for each prospective purchaser. For purposes of determining whether the amount
constituting the Fund is less than the Minimum Dollar Amount at 5:00 p.m. Eastern Time on the
Termination Date, the Canadian dollar equivalent of the amount then held in the US Escrow Account
shall be determined by the closing buying rate of the Bank of Canada on the Termination Date.

          4.2.     Subject to Section 4.3 below, in the event that at any time up to 5:00 p.m. Eastern Time
on the Termination Date, the amount constituting the Fund shall be at least equal to the Minimum
Dollar Amount, as indicated by the Subscription Information submitted to the Escrow Agent, the
Escrow Agent shall forthwith notify the Issuer and each Offering Agent of such fact in writing. The
Escrow Agent shall hold the Fund until the Escrow Agent receives, at least one business day prior
to the date on which the Fund is to be disbursed, instructions in writing signed by both the Issuer
and Canaccord as to the disbursement of the Fund. For purposes of determining whether the amount
constituting the Fund is at least equal to the Minimum Dollar Amount at any time up 5:00 p.m.
Eastern Time on the Termination Date, the Canadian dollar equivalent of the amount then held in the
US Escrow Account shall be determined by the closing buying rate of the Bank of Canada on the date
immediately prior to the date of determination.

          4.3.     Subject to Section 4.4 below, in the event that at 5:00 p.m. Eastern Time on the
Termination Date, the amount constituting the Fund (counting all amounts deposited in the Escrow
Account from the Commencement Date) shall be greater than the Minimum Dollar Amount, as indicated
by the Subscription Information submitted to the Escrow Agent, the Escrow Agent shall, on the
Termination Date, notify the Issuer and the Offering Agents of such fact in writing. The Escrow
Agent shall hold any portion of the Fund that has not previously been

4

disbursed (in accordance with Section 4.2) until the Escrow Agent receives, at least one
business day prior to the date on which such portion of the Fund is to be disbursed, instructions
in writing signed by both the Issuer and Canaccord as to the
disbursement thereof. For purposes of
determining whether the amount constituting the Fund is greater than the Minimum Dollar Amount at
5:00 p.m. Eastern Time on the Termination Date, the Canadian dollar equivalent of the amount then
held in the US Escrow Account shall be determined by the closing buying rate of the Bank of Canada
on the Termination Date.

          4.4.     In the event that at any time up to 5:00 p.m. Eastern Time on the Termination Date, the
number of units subscribed for shall be at least equal
to the Maximum Unit Amount, as indicated by the Subscription Information submitted to the Escrow Agent, the Escrow Agent shall forthwith notify
the Issuer and the Offering Agents of such fact in writing. The Escrow Agent shall hold the portion
of the Fund that has not yet been disbursed (in accordance with Section 4.2) until the Escrow Agent
receives, at least one business day prior to the date on which such portion of the Fund is to be
disbursed, instructions in writing signed by both the Issuer and Canaccord as to the disbursement
thereof.

          4.5.     In
the event that at 5:00 p.m. Eastern Time on the Termination Date, the
number of units subscribed for shall be greater than
the Maximum Unit Amount, as indicated by the Subscription
Information submitted to the Escrow Agent, the Escrow Agent shall notify in writing the Issuer and
the Offering Agents of such fact forthwith following the Termination Date. The Escrow Agent shall
hold the portion of the Fund that has not previously been disbursed (in accordance with Sections
4.2 and 4.5) until the Escrow Agent receives, at least one business day prior to the date on which
such portion of the Fund is to be disbursed, instructions in writing signed by both the Issuer and
Canaccord as to the disbursement thereof.

          4.6.     Upon disbursement of the Fund pursuant to the terms of this Section 4, the Escrow Agent
shall be relieved of all further obligations and released from all liability under this Agreement.
It is expressly agreed and understood that in no event shall the aggregate amount of payments made
by the Escrow Agent exceed the amount of the Fund.

    5.

    Escrow Agent.

          5.1.     The Escrow Agent shall have only those duties as are specifically and expressly provided
herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied.
The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of, nor have any
requirements to comply with, the terms and conditions of any other agreement, instrument or
document between the Parties, in connection herewith, if any, including without limitation the
agency agreement contemplated by that engagement letter dated as of June 24, 2009 by and among the
Issuer, Canaccord and Bolder (the “Underlying Agreement”), nor shall the Escrow Agent be required
to determine if any person or entity has complied with any such agreements, nor shal

CORRESP
1
filename1.htm

CORRESP

November 9, 2009

    Mr. Mark P. Shulman, Branch Chief – Legal

    Via EDGAR and

    Mr. Matthew Crispino

    Federal Express

    Mr. Morgan Youngwood

    Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Mail Stop: 4561

    Washington, D.C. 20549

    Re:

    Vuzix Corporation Amendment No. 4 to Registration Statement on Form S-1 (File
No. 333-160417)

Gentlemen:

     On behalf of Vuzix Corporation (the “Registrant”), attached for your review is a copy of
Amendment No. 4 (the “Amendment”) to Registration Statement on Form S-1, File No. 333-160417 (as
previously amended, the “Registration Statement”), as filed with the Securities and Exchange
Commission (the “Commission”) on the date hereof via EDGAR and marked to show changes from the
Registration Statement filed with the Commission on October 16, 2009.

     The Amendment is being filed in response to comments received from the staff of the Commission
(the “Staff”) by letter dated November 5, 2009, with respect to the Registration Statement
(the “Comments”) and our telephone conferences with the staff attorney on November 6, 2009 and today. The
numbering of the paragraphs below corresponds to the numbering of the Comments, which for the
Staff’s convenience, have been incorporated into this response letter. Page references in the text
of this response letter correspond to the page numbers in the Amendment.

General

    1.

    Your prospectus currently contains a price range for the offering between Cdn$0.15 and
Cdn$0.25 per unit. Please tell us when you will set a final offering price and whether you
will include that price in a pre-effective amendment to your registration statement.

     The Registrant will set a final offering price as soon as possible after the effective date of
the registration statement and will not include that price in a pre-effective amendment to our
registration statement in reliance on Rule 430A under the Securities Act. In accordance with Rule
430A, the information omitted in reliance upon Rule 430A from the form of prospectus

Securities and Exchange Commission

Division of Corporation Finance

November 6, 2009

Page 2

filed as part of the registration statement that is declared effective will be contained in a form
of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act or in an
effective post-effective amendment to the registration statement if such Rule 424(b) prospectus is
not filed by the later of fifteen business days after the effective date of the registration
statement or fifteen business days after the effectiveness of a post-effective amendment thereto
that contains such form of prospectus.

    2.

    Your proposed offering price is expressed in Canadian dollars and, from the perspective of an
investor in the United States, such an offering price would fluctuate throughout the offering
period. Because the offering you propose would not be at a fixed price, it appears it would
need to satisfy the requirements of Rule 415(a)(i)(x). Since you are not eligible to use Form
S-3 for your offering, it does not appear that you are able to conduct an offering with a
price that fluctuates. Accordingly, we suggest that you revise your filing so that the shares
are offered at a fixed price that is based in United States dollars for investors in the
United States.

     The requested revisions have been made. Please see the cover page to the Amendment and the
Underwriting section of the amendment.

    3.

    We note that you currently express the minimum and maximum gross proceeds from the offering
in Canadian dollars. Please also express these amounts in United States dollars using an
exchange rate as of the most recent practicable date. Also, since the purchase price for the
units being offered may be paid in Canadian or United Sates dollars, please explain on the
cover page of the prospectus how you will determine whether you have raised the minimum gross
proceeds.

     The requested revisions have been made. Please see the cover page to the Amendment and the
Underwriting section of the Amendment.

Cover Page

    4.

    We note the revisions that you have made to the cover page in response to prior comment 1.
However, we continue to believe that the cover page presents overly detailed information that
is not appropriate for the cover page. For example, we note the sentence indicating that at
the closing, the certificates representing the shares of common stock and the common stock
purchase warrants will be delivered to a Canadian agent for deposit with CDS Clearing and
Depository Services. Please remove this statement or tell us why you believe it is key
information required by investors. Please review the cover page and remove other unnecessary
information so that the cover page presents a concise description of the key terms of the
offering for investors.

Securities and Exchange Commission

Division of Corporation Finance

November 6, 2009

Page 3

     The requested revisions have been made. Please see the cover page to the Amendment.

Risk Factors

“Purchasers of our units may not be able to exercise their warrants...”, page 20

    5.

    We note your statement in this risk factor that the warrants included in the units may be
exercised if an exemption from registration under the federal securities laws is available.
In your response letter, please tell us an exemption which you believe might ultimately be
available. Alternatively, omit the reference to an exemption from the risk factor.

     We have concluded that no such exemption would be available and have deleted the reference to
an exemption from the risk factor. Please see the revised risk factor on page 20 of the Amendment.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Liquidity and capital resources, page 48

    6.

    We note your response to prior comment 5. Please clarify your disclosures on page 49 that
indicate on one defense production program, early payment discounts reduced your working
capital investment in accounts receivable by an average of $800,000. Tell us how the early
payment discount for this particular defense program reconciles with the amounts provided in
your response.

     The Registrant defines its investment in accounts receivables for any period as the product
of the average daily sales volume during that period multiplied by average accounts receivable
collection period during that period. By offering total early payment discounts for the periods set
forth and in the amounts provided in the Registrant’s response to prior comment 5, the Registrant
estimates that it reduced average accounts receivable collection period by amounts which would, on
average, reduce its investment in accounts receivable during those periods by $800,000 below what
the investment would have been for such period had the discounts not been offered.

     The Registrant’s disclosure
regarding the results of its early payment discounts has been clarified accordingly. Please see
page 49 of the Amendment.

Securities and Exchange Commission

Division of Corporation Finance

November 6, 2009

Page 4

    7.

    We note your response to prior comment 6. Please revise your disclosures to provide similar
information as outlined in your response with respect to the uncertainty in your going concern
assumptions as of December 31, 2009 and June 30, 2009.

     The requested revisions have been made. Please see page 50, 51 and 52 of the Amendment.

Related Party Transactions

Related Party Loan, page 80

    8.

    We note your response to prior comment 10. Please disclose the basis upon which you concluded
that Ms. Burdick is a related party. See Item 404(a)(1) of Regulation S-K and the Instruction
to Item 404(a).

     Ms. Burdick is not a “related party” of the Registrant within the meaning of Instruction to
Item 404(a). Nevertheless, the Registrant believes that, because Ms. Burdick is a stockholder, the Registrant’s arrangement with her regarding the convertible promissory note is
sufficiently material to investors
to warrant disclosure in the Related Party Transaction section of the prospectus.

     The disclosure of the Registrant’s arrangement with Ms. Burdick in the Related Party
Transaction section of the prospectus has been revised to clarify that she is, and was at the time
the arrangement was entered into, neither a director or executive officer of the Registrant, nor an
immediate family member of a director or executive officer of the Registrant, nor the beneficial
owner of more than five percent of any class of the Registrant’s voting securities.

Exhibit 10.21

     Please file the escrow agreement with your next amendment or as soon as possible as we will
need adequate time to review the agreement before the desired effective date.

     The escrow agreement has been filed. Please see Exhibit 10.21 to the Amendment.

Securities and Exchange Commission

Division of Corporation Finance

November 6, 2009

Page 5

     Please do not hesitate to call me at (585) 238-3576, or my colleague, Lawrence A. Kallaur, at
(585) 238-3530, if you have any questions or would like any additional information regarding this
matter.

Very truly yours,

/s/ Robert F. Mechur

Robert F. Mechur

    cc:

    Messrs. Paul J. Travers

            Grant Russell

Mail Stop 4561
November 5, 2009
 Paul J. Travers President and Chief Executive Officer Vuzix Corporation 75 Town Centre Drive Rochester, NY  14623
Re:  Vuzix Corporation
Amendment No. 3 to Registration Statement on Form S-1
Filed October 16, 2009
  File No. 333-160417

Dear Mr. Travers:

We have reviewed your amended registration statement and have the following
comments.  References to prior comments refer to the comments in our letter dated October 2, 2009.    General

 1. Your prospectus currently contains a price range for the offering between Cdn$0.15 and
Cdn$0.25 per unit.  Please tell us when you will set a final offering price and whether you will include that price in a pre-effective amendment to your registration statement.
 2. Your proposed offering price is expressed in Canadian dollars and, from the perspective
of an investor in the United States, such an offering price would fluctuate throughout the offering period.  Because the offering you pr opose would not be at a fixed price, it
appears it would need to satisfy the requirements of Rule 415(a)(i)(x).  Since you are not eligible to use Form S-3 for your offering it does not appear that you are able to conduct an offering with a price that fluctuates.  Accordingly, we suggest that you revise your filing so that the shares are offered at a fixed price that is based in United States Dollars for investors in the United States.
 3. We note that you currently express the minimum and maximum gross proceeds from the
offering in Canadian dollars.  Please also express these amounts in United States dollars using an exchange rate as of the most recent practicable date.  Also, since the purchase price for the units being offered may be paid in Canadian or United States dollars, please explain on the cover page of the prospectus how you will determine whether you have raised the minimum gross proceeds.

Paul J. Travers
Vuzix Corporation
November 5, 2009 Page 2   Cover Page

 4. We note the revisions that you have made to the cover page in response to prior comment
1.  However, we continue to believe that the cover page presents overly detailed information that is not appropriate for the cover page.  For example, we note the sentence indicating that at the closing, certificates representing the shares of common stock and
the common stock purchase warrants will be delivered to a Canadian agent for deposit with CDS Clearing and Depository Services.  Please remove this statement or tell us why you believe it is key information required by investors.  Please review the cover page and remove other unnecessary information so that the cover page presents a concise description of the key terms of the offering for investors.
 Risks Factors

 “Purchasers of our units may not be able to exercise their warrants…”, page 20

 5. We note your statement in this risk factor that the warrants included in the units may be
exercised if an exemption from registration under the federal securities laws is available.  In your response letter, please tell us an exemption which you believe might ultimately be available.  Alternatively, omit the reference to an exemption from the risk factor.
 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

 Liquidity and Capital Resources, page 48

 6. We note your response to prior comment 5.  Please clarify your disclosures on page 49
that indicate on one defense production program, early payment discounts reduced your working capital investment in accounts receivable by an average of $800,000.  Tell us how the early payment discount for this particular defense program reconciles with the amounts provided in your response.
 7. We note your response to prior comment 6.  Please revise your disclosures to provide
similar information as outlined in your response with respect to the uncertainty in your going concern assumptions as of December 31, 2009 and June 30, 2009.

Paul J. Travers
Vuzix Corporation November 5, 2009 Page 3  Related Party Transactions

 Related Party Loan, page 80

 8. We note your response to prior comment 10.  Please disclose the basis upon which you
concluded that Ms. Burdick is a related party.  See Item 404(a)(1) of Regulation S-K and the Instruction to Item 404(a).
 Exhibit 10.21

 9. Please file the escrow agreement with your next amendment or as soon as possible as we
will need adequate time to review the agreement before the desired effective date.

As appropriate, please amend your registration statement in response to these comments.
Your responsive amendment should also include a marked copy of the amended filing that conforms with the provisions of Rule 310 of Regul ation S-T. Marked copies such as those in
HTML format that show changes within paragraphs help us to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We direct your attention to Rule 461 regarding requesting acceleration of a registration
statement.  Please allow adequate time after th e filing of any amendment for further review
before submitting a request for acceleration.  Please provide this request at least two business days in advance of the requested effective date.
 You may contact at Morgan Youngwood, Staff Accountant, at (202) 551-3479 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions or comments on the
financial statements and related matters.  For all other questions, please contact Matthew Crispino, Staff Attorney, at (202) 551-3456.  If you thereafter require further assistance, please contact the undersigned at (202) 551-3462.          S i n c e r e l y ,             M a r k  P .  S h u m a n          B r a n c h  C h i e f  –  L e g a l   cc: Via Facsimile (585) 238-9022

 Robert F. Mechur, Esq.  Boylan, Brown, Code, Vigdor & Wilson, LLP

Mail Stop 4561
October 2, 2009
 Paul J. Travers President and Chief Executive Officer Vuzix Corporation 75 Town Centre Drive Rochester, NY  14623
Re:  Vuzix Corporation
Amendment No. 1 to Registration Statement on Form S-1
Filed September 4, 2009
  File No. 333-160417

Dear Mr. Travers:

We have reviewed your amended registration statement and have the following
comments.  References to prior comments refer to the comments in our letter dated August 13, 2009.    Cover Page

 1. We note your response to prior comment 5.  The cover page, however, remains
excessively detailed.  As noted in our prior comment, your cover page disclosure should be limited to information that is required by Item 501 of Regulation S-K or that is key information about the offering.  For example, the discussion of the circumstances under which your may accelerate the expiration date of the warrants does not need to be explained on prospectus cover page.  Also, the detailed information about your Canadian offering is not key information needed by U.S. investors.  We also continue to believe that you should remove the proceeds table from the cover page.  See prior comment 4.  Please revise your cover page as necessary to comply with the requirements of Rule 421 of Regulation C.  See also the Plain English guidance available on our web site at http://sec.gov/divisions/corpfin/cfguidance.shtml#english
.
 2. We note the disclosure on the cover page that you are offering your securities on a
“commercially reasonable efforts basis” and the disclosure on page 96 that the offering is being made on a “commercially reasonable ‘best efforts’ basis.”  We are unfamiliar with the term “commercially reasonable efforts” in connection with a best efforts offering.  Please explain what is meant by the term.

Paul J. Travers
Vuzix Corporation
October 2, 2009 Page 2  3. We note your disclosure that neither you nor your agents will receive any funds in payment for the securities sold in this offering until the closing and, therefore, you have no arrangements to place funds in an escrow account.  In your response letter, please explain who will collect payment for the securities and when such payment will be collected.  Also, since neither the company nor its agents will collect the funds, explain how the company will know at the closing if it has reached the required minimum gross proceeds for the offering.  Finally, please tell us how you intend to comply with Rules 10b-9 and 15c2-4 of the Exchange Act without appointing an escrow agent.
 Risk Factors

 “There is currently no trading market for our securities…,” page 20

 4. We note your response to prior comment 14.  Please move the discussion regarding
shareholders’ inability to exercise the warrants in the absence of an effective registration statement to a separately captioned risk factor.  Disclose in that risk factor those states, if any, in which you intend to register or otherwise qualify your securities for sale.  Highlight the fact that investors will not be able to exercise the warrants in states where your common stock has not been registered.
 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

 Liquidity and capital resources, page 48

 5. Your response to prior comment No. 22 indicates that you offer significant early payment
discounts on your accounts receivable balances.  Please clarify how you account for these early payment discounts and tell us how such discounts are recorded in your consolidated statements of operations.
 6. Your response to prior comment No. 24 indicates that you believe there was no
uncertainty in your going concern assumptions when preparing your financial statements for the ended December 31, 2008.   Please explain, in greater detail, the basis for your conclusion.  In this regard, your analysis did not consider the $500,000 convertible note payable due in January 2009 that is past due.  Further, you indicate that your suppliers would continue to extend credit and that you have the ability to raise capital consistently, however, you do not address the ability of each of these sources of financing to continue to support your operations.   Explain how your operating budget for 2009 compares to your actual cash flows from operations during the six months ended June 30, 2009 and the nine months ended September 30, 2009.  Demonstrate why you believed that you would have positive cash flows in 2009 while in all prior years you have experienced negative cash flows.  That is, describe why you believed you would have positive cash flows (e.g., reduction of operating expenses, increased revenue based on executed contracts).  Tell us any other conditions or events that you considered in reaching your

Paul J. Travers
Vuzix Corporation
October 2, 2009 Page 3
conclusion that there was no uncertainty in your going concern assumptions.  Revise your disclosures to provide similar information outlined in your response.
 7. Explain how your auditors concluded that there is no uncertainty in your going concern
assumption.  Specifically, describe why they believe that a “commercial reasonable basis” (originally, best efforts) offering is a sufficient basis to overcome uncertainty in
your going concern assumption.  That is, it appears that without this offering the company would experience material adverse effects on its ability to continue to operate.
 8. Your response to prior comment No. 24 indicates that your suppliers are shareholders of
the company.  If so, please add the appropriate disclosures for related party transactions as outlined in SFAS 57.
 Management, page 66

 9. In your response to prior comment 26, you state that Mr. Russell is not involved in any of
your daily accounting functions, which are performed by your controller.  However, Mr. Russell is identified as your principal accounting officer on the signature page of the registration statement.  In your response letter, please describe Mr. Russell’s role and responsibilities as your principal accounting officer.
 Related Party Transactions

 Shareholder Loan, page 80

 10. We note that you have not disclosed the name of the individual lender from whom you
borrowed the $500,000 or the basis on which he or she is a related person.  See Item 404(a)(1) of Regulation S-K.  Please disclose this information in this section or tell us why you believe it is not required to be disclosed.
 Description of Capital Stock

 Warrants, page 88

 11. We note your response to prior comment 31.  It does not appear that you have amended
the registration statement to describe the factors you considered in determining the exercise price of the warrants being sold in the offering.  Please advise.
 Convertible Debt, page 80

 12. We note your response to prior comment 33.  We are unable to concur with your
conclusion that the company may refrain from filing the promissory note as an exhibit in reliance on paragraphs (A) and (B) of Item 601(b)(4)(iii).  The exception at Item

Paul J. Travers
Vuzix Corporation
October 2, 2009 Page 4
601(b)(4)(iii)(A) does not appear to apply because the outstanding principal balance on the note exceeds 10% of the company’s total assets at June 30, 2009.  Also, note that if the accrued and unpaid interest on the promissory note is added to the principal balance, the outstanding balance on the note exceeds 10% of the company’s current assets at March 31, 2009 as well as at June 30, 2009.  The exception at Item 601(b)(4)(iii)(B) also does not appear applicable.  You indicate in your response that you intend to repay the note from the proceeds of the offering.  Since the offering will not close unless the company receives minimum gross proceeds of Cdn $6,000,000, however, it does not appear that the company has taken “appropriate steps to assure” that the note will be redeemed or retired prior or upon to delivery of the registered securities.  Accordingly, please file the promissory note as an exhibit to your next amendment.
 Consolidated Financial Statements

 Consolidated Statements of Changes in Stockholder’s Equity, page F-4

 13. Please clarify the guidance that you relied upon to record the “direct IPO associated
expenses” as a reduction of additional-paid-in-capital.
 Consolidated Statements of Operations, pages F-6 and F-7

 14. Please clarify whether your calculation of basic and diluted earnings per share is
computed using the weighted average number of common shares outstanding for the period.  In this respect, it appears from your presentation on the face of your consolidated statements of operations that your basic and diluted earnings per share were computed using the number of issued and outstanding shares at the end of each respective period rather than the weighted average number of common shares outstanding for the period.
 Note 2 – Nature of Business and Summary of Significant Accounting Policies

 Revenue Recognition, page F-11

 15. Your response to prior comment No. 35 indicates from time to time, free software
upgrades have been made available on your product sales arrangements usually to add some new level of functionality.  Explain why you do not believe this is an indicator that
the software is more than incidental to your products as a whole. We refer you to paragraph 2 and footnote 2 of SOP 97-2.   Tell us how you determined that these software upgrades do not represent a separate element in your product sales arrangements.  In addition, explain how you satisfy the delivery criteria in SOP 97-2 and/or SAB 104 considering your history of o ffering free software upgrades that usually
add some new level of functionality to your products.

Paul J. Travers
Vuzix Corporation
October 2, 2009 Page 5  Earnings per share, page F-13

16. We note your response to prior comment No. 36.  Please clarify how you considered the
guidance in Issue 5 of EITF 03-6 when calculating your basic net loss per common share.
In this respect, please tell us whether your Series C Preferred Shares are entitled to participate in your net losses.
 Note 19 – Stock Subscription Receivable, page F-26

 17. Please clarify the guidance that you relied upon to account for the forgiveness of the
subscription receivable as a reduction of additional-paid-in-capital.
 Item 17.  Undertakings, page II-6

 18. We note your response to prior comment 40.  Please provide the undertaking at Item
512(a)(5)(i) or (a)(5)(ii), as appropriate.

As appropriate, please amend your registration statement in response to these comments.
Your responsive amendment should also include a marked copy of the amended filing that conforms with the provisions of Rule 310 of Regul ation S-T. Marked copies such as those in
HTML format that show changes within paragraphs help us to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We direct your attention to Rule 461 regarding requesting acceleration of a registration
statement.  Please allow adequate time after th e filing of any amendment for further review
before submitting a request for acceleration.  Please provide this request at least two business days in advance of the requested effective date.
 You may contact at Morgan Youngwood, Staff Accountant, at (202) 551-3479 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions or comments on the
financial statements and related matters.  For all other questions, please contact the undersigned at (202) 551-3456.  If you thereafter require further assistance, you may contact Mark P. Shuman, Legal Branch Chief, at (202) 551-3462.          S i n c e r e l y ,             M a t t h e w  C r i s p i n o          S t a f f  A t t o r n e y

Paul J. Travers
Vuzix Corporation October 2, 2009 Page 6   cc: Via Facsimile (585) 238-9022

 Robert F. Mechur, Esq.  Boylan, Brown, Code, Vigdor & Wilson, LLP

Mail Stop 4561
August 11, 2009

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

Dear Mr. Travers:

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

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

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

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

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

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

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

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

Risk Factors, page 8

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

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

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

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

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

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

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

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

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

 Stock-based Compensation, page 36

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

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

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

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

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

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

Paul J. Travers
Vuzix Corpo

Mail Stop 4561

July 9, 2009

Paul J. Travers, CEO Vuzix Corporation  75 Town Centre Drive Rochester, NY  14623
 Re: Vuzix Corporation
  Registration Statement on Form S-1   Filed July 2, 2009   File No. 333-160417

Dear Mr. Travers:    This is to advise you that a preliminary revi ew of the above registration statement indicates
that it fails to comply with the requirements of the Se curities Act of 1933, th e rules and regulations
under that Act, and the requirements of the form.  For this reason, we w ill not perform a detailed
examination of the registration st atement, and we will not issue any comments other than the one
provided below because to do so would delay the review of othe r disclosure documents that do not
appear to contain comp arable deficiencies.
 Independent Auditors’ Report, page F-3

 1. Please file an audit opinion which appropriate ly references the sta ndards of the Public
Company Accounting Oversight Board (United States).  Refer to SEC Release 34-49528.

* * * * *
  You are advised that we will  not recommend acceleration of  the effective date of the
registration statement and that, sh ould the registration statement become effective in its present
form, we would be required to consider what re commendation, if any, we should make to the
Commission.   We suggest that you consider  submitting a substantive amendmen t to correct th e deficiency
or a request for withdrawal of th e filing.  Upon receipt of a resp onse to our comment above and an
amended registration statement, we  will review the regist ration statement and may have additional
comments at th at time.

Paul J. Travers
Vuzix Corporation  July 9, 2009 Page 2   We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes all information require d under the Securities Act
of 1933 and that they have provided all informati on investors require for an informed investment
decision.  Since the company and its management  are in possession of a ll facts relating to a
company’s disclosure, they are responsible for the accuracy and adequacy of  the disclosures they
have made.
Notwithstanding our comment, in the event the company requests acceleration of the
effective date of the pending registration statement,  it should furnish a letter, at the time of such
request, acknowledging that:
• should the Commission or the staff, acting pursua nt to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the
filing;
 • the action of the Commission or the staff, acting pursuant to delegated authority, in declaring
the filing effective, does not re lieve the company from its full responsibility for the adequacy
and accuracy of the disclosure in the filing; and
 • the company may not assert staff comments and th e declaration of effectiveness as a defense
in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divisi on of Corporation Finance in connection with
our review of your filing or in response to our comments on your filing.
 If you have any questions regarding these co mments, please contact  Matthew Crispino at
(202) 551-3456.  If you require further assistan ce you may contact me at (202) 551-3730.

     S i n c e r e l y ,          Mark P. Shuman      B r a n c h  C h i e f  –  L e g a l

cc: Via Facsimile (585) 238-9022
 Robert F. Mechur, Esq.  Boylan, Brown, Code , Vigdor & Wilson, LLP