laser_corresp
LASER PHOTONICS CORPORATION
1101 N.
Keller Road, Suite G
Orlando,
FL 32810
August
19, 2022
Via Edgar Correspondence
Thomas
Jones, Esq.
Staff
Attorney
Office
of Manufacturing
Division
of Corporation Finance
Securities
and Exchange Commission
100 F
Street, N.E.
Washington,
DC 20549
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Re:
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Laser Photonics Corporation
Amendment No. 11 to Registration Statement on Form S-1
Filed August 5, 2022
File No. 333-261129
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Dear
Mr. Jones:
Laser
Photonics Corporation (the “Company”) is transmitting
this letter in response to the comment received from the staff (the
“Staff”) of the Securities and Exchange Commission (the
“Commission”) by letter dated August 12, 2022, with
respect to Amendment No. 11 to the registration statement on Form
S-1 (File No. 333-261129) that was originally confidentially
submitted to the Commission on July 28, 2021 and amended on
September 29, 2021, December 23, 2021, January 19, 2021, February
7, 2022, February 23, 2022, March 2, 2022, March 13, 2022, April
29, 2022, June 21, 2022, July18, 2022, August 1, 2022 and August 5,
2022 (the “Registration Statement”). This letter is
being submitted together with the filing of Amendment No. 12 to the
Registration Statement (“Amendment No. 12”). The
numbered paragraph below corresponds to the numbered comment in the
Staff’s letter that is bolded and italicized.
We restated our previously issued consolidated financial statements
and as a result we identified a material weakness, page
30.
1.
We note that you have concluded that you have not maintained
effective internal control over financial reporting and that you
are "taking steps to enhance [y]our internal control environment."
If your disclosure controls and procedures were not effective,
please state so directly and include a risk factor on the risks of
ineffective disclosure controls and procedures. In addition,
discuss the "significant deficiencies" and "material weaknesses"
mentioned in this risk factor and discuss how you are working to
remediate the deficiencies and weaknesses and steps you are taking
to enhance your internal control environment. Also, discuss the
expected timing of such activities and any material costs you
expect to incur. Please disclose whether there have been any
changes in your internal controls and procedures that
occurred during the most recently completed quarter.
Response: In Amendment No. 12
we have stated directly that our internal controls over financial
reporting were not effective. We have revised our risk factors
beginning at the bottom of pages 29 and carrying over to page 30 to
directly address the existence of material weaknesses in our
internal controls and have discussed in Use of Proceeds on page 34
and MD&A on page 40 how we are working to remediate them and to
enhance our internal control environment, including the timing of
the steps in connection with addressing these issues and the costs
associated with such remediation efforts. We also have identified
the changes in our internal controls and disclosure controls and
procedures that occurred during the most recently completed
quarter.
Office
of Manufacturing
Division
of Corporation Finance
Securities
and Exchange Commission
August
19, 2022
Page
2 of 2
If you
have any further comments or questions regarding our response,
please contact Joseph M. Lucosky, Lucosky Brookman LLP at (732)
690-8515 and by email at jlucosky@lucbro.com. If you
cannot reach him, please contact Ernest M. Stern, Culhane Meadows
PLLC at (301) 910-2030 and by email at estern@cm.law, or the
undersigned at wtupuola@laserphotonics.com.
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Sincerely,
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/s/ Wayne
Tupuola
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Wayne
Tupuola
Chief
Executive Officer
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Cc:
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Ernest
M. Stern, Esq., Culhane Meadows PLLC
Joseph
M. Lucosky, Esq., Lucosky Brookman LLP
Christopher
J. Bellini, Esq., Cozen O’Connor
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