Mail Stop 0306
March 7, 2005
VIA U.S. MAIL AND FAX (978) 630-1370
Mr. Jack P. Dreimiller
Chief Financial Officer
Precision Optics Corporation, Inc.
22 East Broadway
Gardner, Massachusetts 01440
Re: Precision Optics Corporation, Inc.
Form 10-KSB for the year ended June 30, 2004
Dear Mr. Dreimiller:
We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents. Where indicated, we think you should revise your
documents
in future filings in response to these comments. If you disagree,
we
will consider your explanation as to why our comment 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 supplemental information so we may better understand your
disclosure. After reviewing this information, we may or may not
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 overall disclosure in your
filings.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form 10-KSB for the year ending June 30, 2004
Note 1. Summary of Significant Accounting Policies
(c) Revenues - Page 24
1. We noted on page 3 that you sell certain services to your
customers in addition to products. Supplementally, and in future
filings, expand your revenue recognition policy to:
* Tell us how you recognize revenue for services. Include in your
discussion how the company considers each of the criteria in SAB
Topic 13.A.1.
* Provide details of whether any of your revenue transactions have
multiple deliverables.
2. Please also tell us at what point the sales price of products
and
services sold are fixed and determinable. We noted your comment
included in your critical accounting policies and estimates
whereby
you state that the "determination of criteria (3) and (4) are
based
on management`s judgments regarding the fixed nature of the price
to
the buyer charged for products delivered or services
rendered....."
Tell us how you considered SAB Topic 13.A.4.
Item 8A. Controls and Procedures - Page 37
3. We note your disclosures that "the company`s Chief Executive
Officer and Principal Financial Officer have conducted an
evaluation
of the Company`s disclosure controls and procedures and based on
this
evaluation, the CEO and PFO have concluded that the company`s
disclosure controls and procedures are effective to ensure that
information required to be disclosed by the company in reports
that
it files or submits under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time
periods
specified in the applicable Securities and Exchange Commission
rules
and forms." Amend your 10-KSB to clarify, if true, that your
officers
concluded that your disclosure controls and procedures are also
effective to ensure that information required to be disclosed in
the
reports that you file or submit under the Exchange Act is
accumulated
and communicated to your management, including your chief
executive
officer and principal financial officer, to allow timely decisions
regarding required disclosure. See Exchange Act Rule 13a-15(e).
Exhibit 31 - Certifications of Chief Executive Officer and Chief
Financial Officer
4. We noted that the certifications filed as Exhibits 31.1 and
31.2
were not in the proper form. The required certifications must be
in
the exact form prescribed; the wording of the required
certifications
may not be changed in any respect, except for the modifications
temporarily permitted to be made to the fourth paragraph of the
certification required to be filed as Exhibit 31.1 pursuant to
Part
III.E of Release No. 8238. Accordingly, please file an amendment
to
your Form 10-KSB that includes the entire filing together with the
certifications of each of your current CEO and CFO in the form
currently set forth in Item 601(b)(31) of Regulation S-B.
* * * *
As appropriate, please amend your 10-KSB for the year ending
June 30, 2004 and respond to these comments within 10 business
days
or tell us when you will provide us with a response. You may wish
to
provide us with marked copies of the amendment to expedite our
review. Please furnish a cover letter that keys your responses to
our comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please file
your cover letter on EDGAR. Please understand that we may have
additional comments after reviewing your responses to our
comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors 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 connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that
? the company is responsible for the adequacy and accuracy of
the
disclosure in the filings;
? staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
? the company may not assert staff comments 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 advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact Julie Sherman, Staff Accountant, at (202)
824-
5506 or me at (202) 942-2813 if you have questions. In this
regard,
do not hesitate to contact Martin James, the Senior Assistant
Chief
Accountant, at (202) 942-1984.
Sincerely,
Daniel L. Gordon
Branch Chief
Mr. Jack P. Dreimiller
Precision Optics Corporation, Inc.
March 7, 2005
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