10-K/A
 AMENDMENT NO. 1

 PRECISION OPTICS CORPORATION, INC. 10-K

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

 FORM 10-K/A

 (Amendment No. 1)

 (Mark One)

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

 For the fiscal year ended June 30, 2024

 or

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

 For the transition period from __________ to
__________

 Commission File Number 001-10647

 PRECISION OPTICS CORPORATION, INC.

 (Exact name of registrant as specified in its charter)

 Massachusetts

 04-2795294

 (State or Other Jurisdiction of

 (I.R.S. Employer

 Incorporation or Organization)

 Identification Number)

 22 East Broadway

 Gardner, Massachusetts 01440

 ( Address of principal executive offices) (Zip Code)

 (978) 630-1800

 (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, $0.01 par value

 POCI

 Nasdaq Stock Market LLC

 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

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

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 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
No

the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an 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

 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.

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 USC 7262(b)) by the registered public accounting firm that
prepared or issued its audit report.

 If securities are registered
pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing
reflect the correction of an error to previously issued financial statements.

any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the
registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

the registrant is a shell company (as defined in Rule 12b-2 of the Act.
Yes No

 The aggregate market value
of the registrant's voting equity held by non-affiliates of the registrant, computed by reference to the price at which the
common stock was last sold as of the last business day of the registrant's most recently completed second fiscal quarter, was
$16 million. In determining the market value of
the voting equity held by non-affiliates, securities of the registrant beneficially owned by directors, officers and 10% or greater shareholders
of the registrant have been excluded. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

 The number of shares of the
registrant's common stock outstanding as of March 14, 2024 was 2,227,516.

 DOCUMENTS INCORPORATED BY REFERENCE

 None

 Auditor Name:

 Auditor Location:

 Auditor Firm ID:

 STOWE & DEGON LLC

 Westborough, Massachusetts

 EXPLANATORY NOTE

 Precision Optics Corporation, Inc. is filing this
Amendment No. 1 on Form 10-K/A, or this Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended June 30, 2024, or
the Original 10-K, originally filed with the U.S. Securities and Exchange Commission, or SEC, on September 30, 2024, or Original Filing
Date, solely for the purpose of including the information required by Items 10 through 14 of Part III of Form 10-K. This information was
previously omitted from the Original 10-K in reliance on General Instruction G(3) to Form 10-K, which permits the information in the above
referenced items to be incorporated in the Original 10-K by reference from our definitive proxy statement so long as such proxy statement
is filed no later than 120 days after our fiscal year-end. We are filing this Amendment No. 1 to include the Part III information in the
Original Form 10-K because we will not file a definitive proxy statement containing such information within 120 days after the end of
the fiscal year covered by the Original 10-K.

 This Amendment No. 1 amends and restates in their
entirety Items 10 through 14 of the Original 10-K. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, or the
Exchange Act, this Amendment No. 1 also contains new certifications by the principal executive officer and the principal financial officer
as required by Section 302 of the Sarbanes-Oxley Act of 2002. Accordingly, Item 15 of Part IV is amended to include the currently dated
certifications of our principal executive officer and principal financial officer as exhibits. Because no financial statements have been
included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of
Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. In addition, because no financial statements are included
in this Amendment No. 1, new certifications of our principal executive officer and principal financial officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 are not required to be included with Amendment No. 1.

 Except as described above, no other changes have
been made to the Original 10-K. The Original 10-K continues to speak as of the date of the Original 10-K, and we have not updated the
disclosures contained therein to reflect any events that have occurred as of a date subsequent to the date of the Original 10-K. Accordingly,
this Amendment No. 1 should be read in conjunction with the Original 10-K. Defined terms used, but not defined, herein have the meanings
ascribed to them in the Original 10-K.

 Unless stated otherwise, references in this Amendment
No. 1 to "POCI," "Precision Optics," or "the Company", "we", "our" and "us"
are used herein to refer to Precision Optics Corporation, Inc.

 i

 PRECISION OPTICS CORPORATION, INC.

 FORM 10-K

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accounting Fees and Services

 Item 15.

 Exhibits, Financial Statement Schedules

 Signatures

 ii

 ITEM 10. DIRECTORS, EXECUTIVE
OFFICERS AND CORPORATE GOVERNANCE.

 Directors and Executive Officers

 The following table sets forth the names and ages
of all of our directors and executive officers as of June 30, 2024. Our officers are appointed by, and serve at the pleasure of, the Board
of Directors.

 Name

 Age

 Position with our Company

 Joseph N. Forkey

 Chief Executive Officer, President, Treasurer and Director

 Wayne M. Coll

 Chief Financial Officer, Secretary

 Mahesh Lawande

 Chief Operating Officer

 Peter H. Woodward

 Chairman of the Board and Director

 Andrew J. Miclot

 Richard B. Miles

 Peter V. Anania

 Set forth below is biographical information
about each of the individuals named in the tables above:

 Joseph N. Forkey – Chief Executive Officer,
President, Treasurer and Director

 Dr. Joseph N. Forkey has
served as our Chief Executive Officer, President and Treasurer since February 8, 2011. Dr. Forkey has been a member of our Board of Directors
since 2006. He served as our Chairman of our Board of Directors from February 2011 to July 2014. He served as our Executive Vice President
and Chief Scientific Officer from April 2006 to February 2011, and held the position of our Chief Scientist from September 2003 to April
2006. Since joining us, he has been involved in general technical and management activities of our Company, as well as investigations
of opportunities that leverage our newly developed technologies. Dr. Forkey holds B.A. degrees in Mathematics and Physics from Cornell
University, and a Ph. D. in Mechanical and Aerospace Engineering from Princeton University. Prior to joining us, Dr. Forkey spent seven
years at the University of Pennsylvania Medical School as a postdoctoral fellow and research staff member. Dr. Forkey is a valuable member
of our Board due to his depth of scientific, operating, strategic, transactional, and senior management experience in our industry. Additionally,
Dr. Forkey has held positions of increasing responsibility at our Company and holds an intimate knowledge of our Company due to his longevity
in the industry and with us.

 Wayne M. Coll – Chief Financial Officer,
Secretary

 Mr. Coll was elected as Chief Financial Officer
and Secretary effective June 12, 2023. Mr. Coll has over 30 years of senior financial executive experience, primarily with medical device-based
businesses. He formerly served as Chief Financial Officer for Flowonix Medical Incorporated (July 2021- June 2023), Micron Products, Inc.
(July 2019 – July 2021), Keystone Dental, Inc. (September 2018 – May 2019), Modern Dental Laboratory USA, LLC (September 2013
– September 2018) and National Dentex Corporation (2007-2011). Mr. Coll received a B.S. in Business Administration and Accounting
from the University of Lowell, and an M.B.A. from the University of Massachusetts Lowell.

 Mahesh Lawande – Chief Operating Officer

 Mr. Lawande was elected as Chief Operating Officer
on April 24, 2023. Mr. Lawande has senior operations and engineering experience primarily with medical technology-based businesses. He
formerly served as Senior Director of Supply Chain Operations in North America for Draeger Medical Systems, Inc. (July 2017- June 2019),
Director of Operations for Analogic Corporation (March 2021- March 2022), and Vice President – Manufacturing and Operations for
Third Pole Therapeutics (May 2022-April 2023). Mr. Lawande received a B.E. in Electronics and Communications from Goa University, India,
and an M.B.A. in Corporate Entrepreneurship and Strategy from F.W. Olin Graduate School of Business at Babson College.

 Peter H. Woodward – Chairman of the Board

 Mr. Woodward was appointed
to our Board effective July 9, 2014 and as chairman of the Board in connection with the sale and purchase agreement we entered into in
July 2014. Mr. Woodward is the founder of MHW Capital Management, LLC, or MHW, a position he has held since September 2005. MHW specializes
in large equity investments in public companies implementing operating strategies to significantly improve their profitability. From 1996
to 2005, Mr. Woodward was the Managing Director for Regan Fund Management, LLC. He served as the President and Chief Executive Officer
and Director of Cartesian, Inc. from June 2015 to July 2018, and currently serves as Chairman of the Board and Chairman of the Audit Committee
for TSS, Inc., and as the CEO of Innovative Power, LLC. Mr. Woodward holds a BA in economics from Colgate University and a Masters of
International Affairs with a concentration in international economics and finance from Columbia University. He is also a Chartered Financial
Analyst.

 Andrew J. Miclot – Director

 Mr. Miclot was appointed to our Board on March
2, 2016. Mr. Miclot has more than 35 years of leadership experience with medical device suppliers and brings substantial global industry
knowledge to our Company. From September 2020 to May 2021, Mr. Miclot was President of Electromedical Products International, Inc., a
medical device company treating anxiety, insomnia, depression and pain. Mr. Miclot was the President and Vice Chairman and Director of
WishBone Medical, Inc., a pediatric orthopedic company dedicated to the unmet needs of children suffering from orthopedic challenges from
October 2017 to January 2019. He has been on the Indiana University Alumni Association Advisory Board from October 2016 to October 2021.
From October 2015 to January 2018, Mr. Miclot served as President, CEO and Director of Micro Machine Co., a supplier of medical products
for the orthopedic and spinal industries. Prior to joining Micro Machine Co., from May 2013 to September 2014, Mr. Miclot was Executive
Vice President of MicroTechnologies, Inc., a medical device supplier. Mr. Miclot was General Manager and Senior Vice President of ArthroCare
Corporation from June 2009 to March 2013. From January 2008 to March 2009, Mr. Miclot was President, CEO and Director of Ascension Orthopedics,
Inc. He was Vice President of Marketing for the orthopedic global business unit at Orthofix, Inc. from April 2007 to January 2008, and
from March 1994 to April 2007, he served as Senior Vice President with Symmetry Medical Inc., a medical device supplier and was also the
Investor Relations Officer, after the NYSE IPO in December 2004 until April 2007. Mr. Miclot has a BA degree in Speech and Hearing and
a MA degree in Audiology from Indiana University and an MBA from the Lake Forest Graduate School of Management, earned in 1991.

 Dr. Richard B. Miles
– Director

 Professor Richard B. Miles
was appointed to our Board of Directors in November 2005. He received his Ph. D. degree in Electrical Engineering from Stanford University
in 1972 with a thesis on nonlinear optics. He was a member of the Mechanical and Aerospace Engineering faculty at Princeton University
from 1972 until 2013, at which time he retired from his Princeton academic appointment and became Professor Emeritus and Senior Scholar.
From 1980 to 1996 he served as Chairman of Engineering Physics at Princeton. In 2017 he joined Texas A&M University and was appointed
TEES Eminent Professor of Aerospace Engineering. In 2019 he was named Distinguished University Professor and is currently the holder of
the O'Donnell Foundation Chair V. He is a member of the National Academy of Engineering and a Fellow of the National Academy of
Inventors. He serves on the Board of Directors of the Hertz Foundation and the Board of Trustees of Pacific University, Oregon and is
a Fellow of Optima (previously the Optical Society of America) and the American Institute Aeronautics and Astronautics (AIAA). In 1997
he founded Plasma TEC, Inc, and currently serves as its CEO. His honors include the 2000 AIAA Aerodynamic Measurement Technology Award
and Medal and the 2012 AIAA Plasma Dynamics and Lasers Award and Medal. Professor Miles is a valuable member of our Board due to his depth
of scientific experience and familiarity with the field of our technologies, insight into the academic community, and familiarity with
the latest developments and innovations in science and technology.

 Peter V. Anania – Director

 On October 6, 2021, our Board appointed Mr.
Peter V. Anania as a class II director for a three-year term or until his successor is duly elected or qualified. Peter V. Anania is President
of Anania & Associates which he founded in 1987, and Anania & Associates Investment Company LLC, a $250M private investment firm
focused on privately held, manufacturing businesses which he founded in January 2008. He serves as President and on the Board of Microwave
Techniques LLC, Elmet Technologies, LLC, and Polymer Laboratories & Solutions LLC. He has served in operating and board positions
of numerous private companies in which he has invested and performed management consulting services to non-portfolio companies. Mr. Anania
is a current Corporator for Bangor Savings Bank; an Emeritus Board member of the Maine International Trade Center participating in trade
missions around the world. Mr. Anania has a B.A. from the University of Maine in marketing and management and an MBA from the University
of Southern Maine

 No director is related to any other director or
executive officer of our company or our subsidiaries, and, there are no arrangements or understandings between a director and any other
person pursuant to which such person was elected as director.

 GOVERNANCE OF THE COMPANY

 Board Leadership Structure

 Mr. Woodward has served as
our Chairman of our Board of Directors since July 9, 2014. Dr. Forkey has been our Chief Executive Officer, President and Treasurer since
February 8, 2011. Dr. Forkey manages the day-to-day affairs of our Company and leads the Board meetings. Dr. Miles, who has served on
our Board of Directors since November 2005 and Mr. Miclot, who has served on our Board since March 2016, are independent directors. Our
Board believes that having a majority of independent directors serves our Company well. The Board believes that its structure should be
informed by the needs and circumstances of our Company, the Board, and our shareholders. With this in mind, the Board believes that its
structure is currently serving our Company well, and intends to maintain this as appropriate and practicable in the future.

 Risk Oversight of Management

 The Board of Directors oversees
management regarding our Company's risks. Our management keeps the Board of Directors apprised of significant risks facing our Company
and the approach being taken to understand, manage and mitigate such risks. Additional review or reporting on enterprise risks is conducted
as needed or as requested by the Board of Directors.

 Director Nominations

 The Board of Directors nominates
directors for election at each annual meeting of shareholders and appoints new directors to fill vacancies when they arise. The Board
is responsible for the identification, evaluation, recruitment of qualified candidates to the Board of Directors for nomination or election.
It is the policy of the Company that the Board seek recommendations from the independent directors as to each person considered for nomination
or election as a director.

 One of the Board of Directors'
objectives in evaluating director nominations is to ensure that its membership is composed of experienced and dedicated individuals with
a diversity of backgrounds, perspectives and skills. The Board selects nominees for director based on the nominee's character, judgment,
diversity of experience, business acumen, and ability to act on behalf of all shareholders. We do not have a formal diversity policy;
however, the Board endeavors to have a Board representing diverse viewpoints as well as diverse expertise at policy-making levels in many
areas, including business, accounting and finance, manufacturing, marketing and sales, education, legal, government affairs, regulatory
affairs, research and development, business development, technology and in other areas that are relevant to our activities.

 The Board believes that nominees
for director should have experience, such as those mentioned above, that may be useful to our Company and the Board of Directors, high
personal and professional ethics and the willingness and ability to devote sufficient time to carry out effectively their duties as directors.
The Board believes it is appropriate for at least one, and, preferably, multiple, members of the Board of Directors to meet the criteria
for an "audit committee financial expert" as defined by rules of the SEC, and for a majority of the members of the Board of
Directors to meet the definition of "independent director" as defined by the Nasdaq Listing Rules. The Board also believes
it is appropriate for key members of our management to participate as members of the Board of Directors. Prior to each annual meeting
of shareholders, the Board identifies nominees first by evaluating the current directors whose term will expire at the annual meeting
and who are willing to continue in service. These candidates are evaluated based on the criteria described above, including as demonstrated
by the candidate's prior service as a director, and the needs of the Board of Directors with respect to the particular talents and
experience of its directors. In the event that a director does not wish to continue in service, the Board determines not to re-nominate
the director, a vacancy is created on the Board of Directors as a result of a resignation, an increase in the size of the Board or other
event, the Board will consider various candidates for Board membership, including those suggested by Board members, officers, employees,
customers, vendors, by an executive search firm engaged by the Board or by shareholders.

 The Board of Directors will
consider candidates for director positions that are recommended by any of our stockholders. Any such recommendation should be provided
to our Secretary. The recommended candidate should be submitted to us in writing addressed to our Secretary, c/o Precision Optics Corporation,
Inc., 22 East Broadway, Gardner, Massachusetts 01440. The recommendation should include the following information: name of candidate;
address, phone and fax number of candidate; a statement signed by the candidate certifying that the candidate wishes to be considered
for nomination to our Board of Directors and stating why the candidate believes that he or she would be a valuable addition to our Board
of Directors; a summary of the candidate's work experience for the prior five years and the number of shares of our stock beneficially
owned by the candidate.

 The Board will evaluate the
recommended candidate and shall determine whether or not to proceed with the candidate in accordance with our procedures. We reserve the
right to change our procedures at any time to comply with the requirements of applicable laws.

 Committees of the Board of Directors

 The Board of Directors has the responsibility for establishing
broad corporate policies and reviewing our overall performance rather than day-to-day operations. The Board's primary responsibility
is to oversee management of our Company and, in so doing, serve the best interests of our Company and our stockholders.

 Our Board of Directors has the ability to establish, or disband,
such committees as necessary or appropriate to serve the needs of our Company. For many years, our full Board of Directors performed all
of the functions normally designated to an audit committee, compensation committee and nominating committee. Recently, the Board decided
to designate an Audit Committee and a Compensation Committee, in part to satisfy Nasdaq Stock Markets requirements in contemplation of
our Nasdaq listing application.

 Our Board of Directors has not established a nominating
committee of the Board of Directors. Outside of the process provided by Rule 14a-8 of the Exchange Act, we do not have a formal policy
concerning stockholder recommendations of candidates for board of director membership and our bylaws do not provide for stockholders to
submit proposals or director nominees for consideration at our annual meetings. Our Board views that such a formal policy is not necessary
at the present time given the Board of Directors willingness to consider candidates recommended by Board members, officers, employees,
customers, vendors, by an executive search firm engaged by the Board, or by stockholders. Stockholders may recommend candidates by writing
to our Secretary at our principal offices: c/o Precision Optics Corporation, Inc., 22 East Broadway, Gardner, Massachusetts 01440. The
recommendation should include the following information: name of candidate; address, phone and fax number of candidate; a statement signed
by the candidate certifying that the candidate wishes to be considered for nomination to our Board of Directors and stating why the candidate
believes that he or she would be a valuable addition to our Board of Directors; a summary of the candidate's work experience for
the prior five years and the number of shares of our stock beneficially owned by the candidate.

 Audit Committee and Audit Committee Financial Expert

 The Audit Committee of the Board of Directors
was established by the Board in July 2022 and is currently composed of Messrs. Woodward (Chair), Miclot and Miles. The Audit Committee
acts on behalf of the Board and its primary function is to oversee the financial reporting and disclosure process. The Audit Committee
has adopted a charter, which is available on the "Investor Relations" portion of the Company's website located at

 The Board of Directors has made a determination
that Peter H. Woodward, Chairman of the Board and Chair of the Audit Committee, qualifies as an audit committee financial expert and meets
the criteria set forth in Item 407(d)(5) of Regulation S-K. Mr. Woodward is an "independent director" as independence is currently
defined in Rule 5605(d)(2) of the Nasdaq Stock Markets listing standards and SEC Rule 10A-3. Mr. Woodward has an understanding of generally
accepted accounting principles and financial statements and has the ability to assess the general application of such principles in connection
with the accounting for estimates, accruals and reserves, and has an understanding of internal controls over financial reporting as well
as audit committee functions. See Mr. Woodward's biography and qualifications described above.

 Compensation Committee

 The Compensation Committee of the Board
of Directors was established by the Board in May 2022 and is currently composed of Messrs. Woodward and Miclot (Chair). The Compensation
Committee has adopted a charter, which is available on the "Investor Relations" portion of the Company's website located
at

 Under its charter, the Compensation Committee
of the Board acts on behalf of the Board to review and oversee the Company's overall compensation philosophy, and to oversee the
development and implementation of compensation programs aligned with the Company's business strategy. Specifically, the Compensation
Committee's authority includes reviewing and approving annually the corporate goals and objectives applicable to the compensation
of the chief executive officer, and to evaluate at least annually the CEO's performance in light of those goals and objectives,
and determine and approve the CEO's compensation level based on that evaluation. In evaluating and determining CEO compensation,
the Committee considers the results of the most recent stockholder advisory vote on executive compensation ("Say on Pay Vote")
required by Section 14A of the Exchange Act. The CEO is not allowed to be present during any voting or deliberations by the Committee
on CEO compensation. Additionally, the Compensation Committee approves the compensation of all other executive officers, in consultation
with the CEO. In evaluating and determining executive compensation, the Committee considers the results of the most recent Say on Pay
Vote. The Compensation Committee also makes recommendations to the Board regarding the adoption of Stock Plans and equity-based plans,
which includes the ability to amend and terminate such plans. The Compensation Committee has the authority to administer the Company's
Stock Plans and equity-based plans, including designation of the employees to whom the awards are to be granted, the amount of the award
or equity to be granted and the terms and conditions applicable to each award or grant, subject to the provisions of each plan. The Compensation
Committee is responsible for overseeing the Company's submission to a stockholder vote of matters relating to compensation, including
advisory votes on executive compensation and the frequency of such votes, incentive and other compensation plans, and amendments to such
plans. The Compensation Committee is also responsible for performing any other activities required by applicable law, rules or regulations,
including the rules of the SEC and any exchange or market on which the Company's capital stock is traded, and performs other activities
that are consistent with the Compensation Committee's charter, the Company's certificate of incorporation and bylaws, and
governing laws, as the Compensation Committee or the Board deems necessary or appropriate.

 The charter of the Compensation Committee grants
the Compensation Committee full access to all books, records, facilities and personnel of the Company. In addition, under the charter,
the Compensation Committee has the discretion and authority to obtain, at Company expense, advice and assistance from compensation consultants
and internal and external legal, accounting or other advisors and other external resources that the Compensation Committee considers necessary
or appropriate in the performance of its duties.

 Shareholder Communications with the Board of Directors

 If you wish to communicate
with the Board of Directors, you may send your communication in writing to: Secretary, c/o Precision Optics Corporation, Inc., 22 East
Broadway, Gardner, Massachusetts, 01440. Please include your name and address in the written communication and indicate whether you are
a shareholder of Precision Optics. The Secretary will review any communication received from a shareholder, and all material communications
from shareholders will be forwarded to the appropriate director or directors or Committee of the Board of Directors based on the subject
matter.

 Delinquent Section
16(a) Reports

 Section 16(a) of the Securities Exchange Act of
1934, as amended, requires our directors, executive officers and persons who own more than 10% of a registered class of our securities
to file reports of beneficial ownership and changes in beneficial ownership with the Securities and Exchange Commission on Forms 3 (Initial
Statement of Beneficial Ownership), 4 (Statement of Changes of Beneficial Ownership of Securities) and 5 (Annual Statement of Beneficial
Ownership of Securities). Officers, directors and greater than 10% beneficial owners are required by SEC regulations to furnish us with
copies of all Section 16(a) forms they file.

 Based solely upon a review of reports provided
to us by our officers and directors, we believe that, during the fiscal year ended June 30, 2024, no person required to file reports under
Section 16(a) of the Securities Exchange Act of 1934 failed to file such reports on a timely basis during such fiscal year except for
the following: a Form 4 for Richard B. Miles due on December 30, 2023 and filed on October 28, 2024.

 Code of Ethics

 We have adopted a written code of ethics that
applies to our directors, principal executive officer, principal financial officer, principal accounting officer or controller and any
persons performing similar functions. The code of ethics has been filed as Exhibit 14.1 to our most recent Annual Report on Form 10-K.
We intend to disclose any future amendments to, or waivers from, the code of ethics within four business days of the waiver or amendment
through a website posting or by filing a Current Report on Form 8-K with the SEC.

 Insider Trading Policy

 Our Board has adopted an Insider Trading Policy
that applies to all of our directors, executive officers, and employees. The policy attempts to establish standards that will avoid even
the appearance of improper conduct on the part of insiders by requiring, among other things, that insiders maintain the confidentiality
of information about the Company and to not engage in transactions in the Company's securities while aware of material nonpublic
information.

 ITEM 11. EXECUTIVE COMPENSATION.

 Named Executive Officers

 This Annual Report contains
information about the compensation paid to our Named Executive Officers, as defined by Item 402(m)(2) of Regulation S-K, during our fiscal
year ended June 30, 2024. In accordance with the rules and regulations of the Securities and Exchange Commission for smaller reporting
companies, we determined that the following officers were our Named Executive Officers:

 Joseph N. Forkey, Chief Executive Officer, President, Treasurer and Director;

 Wayne M. Coll, Chief Financial Officer; and

 Mahesh Lawande, Chief Operating Officer.

 Compensation Overview

 We qualify as a "smaller
reporting company" under the rules promulgated by the Securities and Exchange Commission, and we have elected to comply with the
disclosure requirements applicable to smaller reporting companies. Accordingly, this executive compensation summary is not intended to
meet the "Compensation Discussion and Analysis" disclosure required of larger reporting companies.

 Role of the Board

 The Board of Directors has
authorized the Compensation Committee to oversee and determine executive compensation, and review our major compensation plans, policies,
and programs. All compensation for our Chief Executive Officer and our Chief Financial Officer is determined by the Compensation Committee.
The Compensation Committee is charged with the responsibility of reviewing the performance and establishing the total compensation of
our Chief Executive Officer and our Chief Financial Officer on an annual basis. The Compensation Committee often discusses compensation
matters with the Board as part of our regularly scheduled Board meetings. The Compensation Committee administers our incentive plans and
is responsible for approving grants of equity awards under such plans. We believe that our Compensation Committee adequately fulfilled
its role in overseeing our compensation policies in the past.

 Compensation Philosophy and Objectives

 Due to the size of our Company,
the performance of our Chief Executive Officer, our Chief Financial Officer and our Chief Operating Officer directly affects all aspects
of our results. Consequently, our compensation philosophy is to reward these executive officers for the achievement of short- and long-term
corporate and individual performance, as measured by the attainment of specific goals for the creation of long-term shareholder value.
Also, to ensure that we are strategically and competitively positioned for the future, the Board has the discretion to attribute significant
weight to other factors in determining executive compensation, such as maintaining competitiveness, expanding markets, pursuing growth
opportunities and achieving other long-range business and operating objectives. The level of compensation should also allow us to attract,
motivate, and retain talented executive officers that contribute to our long-term success. The compensation of our Chief Executive Officer,
Chief Financial Officer and Chief Operating Officer is comprised of cash compensation and long-term incentive compensation in the form
of base salary, restricted stock and stock options with the possibility to earn bonuses.

 Summary Compensation Table for the Years Ended June 30,
2024 and 2023

 The following table sets
forth all compensation for our fiscal years ended June 30, 2024 and 2023 awarded to, earned by, or paid to our Principal Executive Officer,
our most highly compensated executive officer and our most highly compensated employee, all of which are referred to herein as the "Named
Executive Officers." No other executive officer earned over $100,000 in the last completed fiscal year.

 Name and Principal Position

 Year

June 30,

 Salary

($)

 Bonus

($)

 Option

Awards

($) (1)

 Total

($)

 Dr. Joseph N. Forkey

 2024

 251,032

 251,032

 Director, Chief Executive Officer, President and Treasurer

 2023

 240,385

 240,385

 Wayne M. Coll

 2024

 301,523

 301,523

 Chief Financial Officer, Secretary

 2023

 11,538

 277,015

 (4)

 288,553

 Mahesh Lawande

 2024

 275,552

 275,552

 Chief Operating Officer

 2023

 48,666

 15,000

 306,553

 (5)

 385,219

 Jeffrey L. DiRubio

 2024

 189,987

 86,782

 (2)

 276,769

 Former Senior Vice President Sales and Marketing

 2023

 203,148

 83,482

 (3)

 286,630

 (1)

 Represents the aggregate grant date fair value of stock option awards granted in the respective fiscal year as computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation. The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option valuation model. A discussion of the assumptions used in calculating the amounts in this column may be found in the Notes to our audited consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended June 30, 2024. These amounts do not represent the actual amounts paid to or realized by the executives during the fiscal years presented.

 (2)

 Represents performance bonus awards for the respective fiscal year.

 (3)

 Represents performance bonus awards for the respective fiscal year.

 (4)

 We granted Mr. Coll a stock option to purchase up to 50,000 shares of our common stock at an exercise price of $6.94 per share, the closing price of our common stock on June 12, 2023. These options vest in three pro rata increments on June 12, 2024, 2025, and 2026.

 (5)

 We granted Mr. Lawande a stock option to purchase up to 60,000 shares of our common stock at an exercise price of $6.40 per share, the closing price of our common stock on April 24, 2023. These options vest in three pro rata increments on April 24, 2024, 2025, and 2026.

 Narrative to Summary
Compensation Table

 Named Executive Officer Employment Agreements

 Agreement with Dr. Forkey

 On July 27, 2018, our Board of Directors approved
a new compensation agreement with our Chief Executive Officer, Dr, Joseph Forkey, effective August 2, 2018. Pursuant to the agreement,
we agreed to pay Dr. Forkey a base salary of $200,000 per year beginning retroactively on July 1, 2018. Effective October 1, 2019, our
Board of Directors approved an increase of Dr. Forkey's base salary to $250,000 per year.

 Agreement with Mr. Coll

 As of June 12, 2023, we entered into an Employment
Agreement with Wayne M. Coll to serve as our Chief Financial Officer and Secretary, pursuant to which we agreed to pay Mr. Coll a base
salary of $300,000 per year. We also granted Mr. Coll a stock option to purchase up to 50,000 shares of common stock at $6.94 per share,
with annual vesting in three equal increments beginning June 12, 2024.

 Agreement with Mr. Lawande

 As of April 24, 2023, we entered into an Employment
Agreement with Mahesh Lawande to serve as our Chief Operating Officer, pursuant to which we agreed to pay Mr. Lawande a base salary of
$275,000 per year. We also granted Mr. Lawande a stock option to purchase up to 60,000 shares of common stock at $6.40 per share, with
annual vesting in three equal increments beginning April 24, 2024.

 Agreement with Mr. DiRubio

 As of February 7, 2022, we entered into an Employment
Agreement with Mr. DiRubio to serve as Senior Vice President of Sales and Marketing of Precision Optics Corporation. Mr. DiRubio resigned
as Senior Vice President of Sale and Marketing and resigned as an employee and officer effective June 29, 2024. At the date of his resignation,
his salary was $235,000. Pursuant to Mr. DiRubio's departure, the Company has entered into a Consulting Agreement for the one-year
term beginning July 1, 2024 and ending June 30, 2025, during which the Company will pay Mr. DiRubio an aggregate amount of $107,000, payable
in monthly installments over the one year term of the Consulting Agreement.

 In addition, the Company and Mr. DiRubio have
modified his existing Employment Agreement with the Company to provide for, among other amendments, that (i) the term of Mr. DiRubio's
employment agreement ended June 30, 2024, (ii) his base salary was increased retroactively from December 1, 2023 through June 30, 2024,
to be paid in a lump sum in the amount of $25,962, (iii) to set his bonus payment for the fiscal year ended June 30, 2024 in an amount
equal to $44,000, (iv) to supersede the severance provisions in his Employment Agreement with the provisions of his Consulting Agreement,
and (v) to amend his outstanding option agreements to allow for his vested options to be exercisable for one year after the end of his
continuous services.

 Apart from the agreements described above, we
have no other employment contracts in place with any Named Executive Officer or any compensatory plan or arrangement with respect to any
Named Executive Officer where such plan or arrangement will result in payments to such Named Executive Officer upon or following his resignation,
or other termination of employment with us and our subsidiaries, or as a result of a change-in-control of our Company or a change in the
Named Executive Officers' responsibilities following a change-in-control.

 Outstanding Equity Awards at Fiscal Year-End
Table for the Fiscal Year Ended June 30, 2024

 The following table shows grants of options outstanding
on June 30, 2024, the last day of our most recent fiscal year, to each of the Named Executive Officers included in the Summary Executive
Compensation Table.

 Name

 Number of securities

 underlying unexercised

 options

 Exercisable

 Number of securities

underlying unexercised

 options Unexercisable

 Option

exercise

price ($)

 Option

expiration

date

 Dr. Joseph N. Forkey

 116,666

 2.19

 08/02/2028

 50,000

 5.04

 06/04/2031

 Wayne M. Coll

 16,666

 33,334 (1)

 6.94

 6/12/2033

 Mahesh Lawande

 20,000

 40,000 (2)

 6.40

 4/24/2033

 Jeffrey DiRubio

 33,333

 3.90

 05/17/2029

 8,333

 5.04

 06/04/2031

 33,333

 6.27

 02/07/2032

 (1) We granted Mr. Coll a stock option to purchase up to 50,000 shares of our common stock at an exercise price of $6.94 per share, the closing price of our common stock on June 12, 2023. These options vest in three pro rata increments on June 12, 2024, 2025, and 2026.

 (2) We granted Mr. Lawande a stock option to purchase up to 60,000 shares of our common stock at an exercise price of $6.40 per share, the closing price of our common stock on April 24, 2023. These options vest in three pro rata increments on April 24, 2024, 2025, and 2026.

 Profit Sharing and 401(k) Plan

 We have a defined contribution 401(k) profit sharing
plan. Employer profit sharing and matching contributions to the plan are discretionary. No employer profit sharing contributions were
made to the plan in fiscal years 2024 and 2023. No employer matching contributions were made to the plan in fiscal years 2024 and 2023.

 Director Compensation

 The following table sets
forth cash amounts and the value of other compensation paid to our directors for the fiscal year ended June 30, 2024, but does not include
the compensation of Dr. Joseph N. Forkey, our Chief Executive Officer, President, and Treasurer, as his compensation is reflected in the
Summary Executive Compensation Table.

 Name of Director

 Fees earned or paid in cash
 ($)(1)

 Option awards ($)(2)

 Total
 ($)

 Andrew J. Miclot

 20,000

 146,635

 176,635

 Richard B. Miles

 10,000

 146,635

 156,635

 Peter V. Anania

 10,000

 146,635

 156,635

 Peter H. Woodward

 40,000

 219,548

 259,548

 _______________________

 (1)

 Under our director compensation plan, each non-management, non-Chairman board member shall receive $10,000 annually paid in quarterly amounts of $2,500 and Mr. Miclot received an additional $2,500 quarterly as chair of the Compensation Committee. We also reimburse our directors for travel expenses. Mr. Woodward serves as our Chairman.

 (2)

 On November 16, 2023, options to purchase up to 30,000 shares of common stock were granted to Mr. Miclot, Dr. Miles, and Mr. Anania, and up to 45,000 shares to Mr. Woodward, at an exercise price of $5.95 per share.

 As of June 30, 2024, the following outstanding
stock options were held by each of our directors: Andrew J. Miclot – 89,998, Dr. Richard B. Miles – 89,998, Peter V. Anania
– 56,666, Peter H. Woodward – 135,000.

 Narrative to Director Compensation Table

 Under our director compensation plan, each non-management,
non-Chairman board member shall receive $5,000 annually paid in quarterly amounts of $1,250. Additional compensation is provided for membership
and chairmanship of Board committees. In accordance with a separate agreement, the Chairman of the Board, Mr. Woodward, receives $10,000
per quarter for the greater time commitment required to perform the duties of Chairman of the Board. We also reimburse our directors for
travel expenses.

 Granting of Certain Equity Awards Close in
Time to the Release of Material Nonpublic Information

 We do not grant equity awards in anticipation
of the release of material nonpublic information that is likely to result in changes to the price of our common stock, and do not time
the public release of such information based on award grant dates. During the last completed fiscal year, we have not made awards to any
named executive officer during the period beginning four business days before and ending one business day after the filing of a period
report on Form 10-Q or Form 10-K or the filing or furnishing of a current report on Form 8-K, and we have not timed the disclosure of
material nonpublic information for the purpose of affecting the value of executive compensation.

 Recoupment Policy

 We adopted the Precision Optics Corporation, Inc.
Clawback Policy effective as of October 2, 2023. In the event we are required to prepare an accounting restatement of our financial statements
due to our material noncompliance with any financial reporting requirement under the securities laws, the Board will require reimbursement
or forfeiture of any excess incentive compensation received by any covered executive during the three completed fiscal years immediately
preceding the date on which we are required to prepare an accounting restatement. "Clawback" or recoupment policy in our executive
compensation program contributes to creating and maintaining a culture that emphasizes integrity and accountability and reinforces the
performance-based principles underlying our executive compensation program.

 ITEM 12. SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 The following table sets forth information, as of October 10, 2024,
regarding beneficial ownership of our common stock by:

 •
 each of our directors;

 •
 each of our named executive officers;

 •
 all directors and executive officers as a group; and

 •
 each person, or group of affiliated persons, known by us to beneficially
own more than five percent of our shares of common stock.

 Beneficial ownership is determined according to
the rules of the SEC, and generally means that person has beneficial ownership of a security if he or she possesses sole or shared voting
or investment power of that security and includes options that are currently exercisable or exercisable within 60 days. Each director
or officer, as the case may be, has furnished us with information with respect to beneficial ownership. Except as otherwise indicated,
we believe that the beneficial owners of common stock listed below, based on the information each of them has given to us, have sole investment
and voting power with respect to their shares, except where community property laws may apply. Except as otherwise noted below, the address
for each person or entity listed in the table is c/o Precision Optics Corporation, Inc., 5300 Memorial Drive, Suite 950, Houston, Texas
77007.

 Amount of beneficial ownership (1)

 Percent of

 Name and Address of Beneficial Owner

 Shares Owned

 Shares –

Rights to

Acquire

 Total

Number

 Shares

Beneficially

Owned (2)

 Dolphin Offshore Partners LP (3)

4828 First Coast Highway, STE 5

Fernandina, FL 32034

 561,712

 561,712

 8.85%

 Sandra F., Norman H. and Brian L. Pessin (4)

400 E.51 st Street PH 31

New York, NY 10022

 896,728

 896,728

 14.12%

 Hershey Strategic Capital, LP (5)

 888 7 th Ave., 17 th Floor

 New York, New York 10019

 328,826

 328,826

 5.18%

 MHW Partners, L.P. (6)

 150 East 52 nd Street, 30 th Fl.

 New York, New York 10022

 224,671

 135,000

 359,671

 5.66%

 Needham Asset Management L.L.C. (7)

 250 Park Avenue, 10 th Floor

 New York, New York 10117

 322,500

 322,500

 5.08%

 (1)

 Represents shares with respect to which each beneficial owner listed has or will have, upon acquisition of such shares upon exercise or conversion of options, warrants, conversion privileges or other rights exercisable within 60 sixty days, sole voting and investment power. For the purposes of this table, we have not assumed the limitations on exercise set forth in certain options, which limit the number of shares of common stock that the holder, together with all other shares of common stock beneficially owned by such person, does not exceed 4.999% of the total outstanding shares of common stock.

 (2)

 As of October 10, 2024, there were 6,350,170 issued shares of our common stock issued and outstanding. Percentages are calculated on the basis of the amount of issued and outstanding common stock plus, for each person or group, any securities that such person or group has the right to acquire within 60 days of October 10, 2024 pursuant to options, warrants, conversion privileges or other rights.

 (3)

 We relied, in part, on the Schedule 13D/A filed jointly by Dolphin Offshore Partners, L.P., Dolphin Mgmt. Services, Inc. and Peter E. Salas on March 20, 2023 for this information.

 Dolphin Offshore Partners, L.P., a Delaware limited partnership, is an investment manager. Dolphin Mgmt. Services, Inc., a Delaware corporation, is the managing general partner of Dolphin Offshore Partners, L.P. Peter E. Salas is the President, sole shareholder and controlling person of Dolphin Mgmt. Services, Inc. Peter Salas is a U.S. citizen.

 Dolphin Offshore Partners, L.P., Dolphin Mgmt. Services, Inc. and Peter E. Salas each may be deemed to beneficially own an aggregate of 561,712 shares of common stock. Dolphin Offshore Partners, L.P., Dolphin Mgmt. Services, Inc. and Peter E. Salas each may be deemed to have shared power to vote or direct the vote, and dispose or direct the disposition, of all such shares of common stock.

 (4)

 We relied, in part, on a Schedule 13D/A filed jointly with the SEC on November 2, 2022 by Sandra F. Pessin, Brian L. Pessin and Norman H. Pessin. Mr. Norman H. Pessin and Mrs. Sandra F. Pessin are married and considered to beneficially hold each other's shares. Ms. Sandra F. Pessin owns 477,362 shares, Mr. Norman Pessin owns 38,133 shares and Mr. Brian Pessin owns 381,233 shares for a combined beneficial ownership of 896,728 shares. Norman and Sandra Pessin are the parents of Brian Pessin.

 (5)

 We relied, in part, on the Schedule 13D/A jointly filed by Hershey Strategic Capital, LP, Hershey Management I, LLC and Hershey Strategic Capital GP, LLC on October 10, 2017 for this information. Hershey Management I, LLC, a Delaware limited liability company, is the investment advisor of Hershey Strategic Capital, LP, a Delaware limited partnership. Hershey Strategic Capital GP, LLC, a Delaware limited liability company, is the general partner of Hershey Strategic Capital, LP. Adam Hershey is the sole managing member of both Hershey Management I, LLC and Hershey Strategic Capital GP, LLC. As the investment advisor, Hershey Management I, LLC has the voting and dispositive power with respect to all of the shares of common stock owned by Hershey Strategic Capital, LP.

 Hershey Strategic Capital, LP beneficially owns 328,826 shares of common stock. Hershey Strategic Capital, LP is managed by Adam Hershey, and in such capacity, Mr. Hershey holds the power to vote and direct the disposition of all shares of common stock owned by Hershey Strategic Capital, LP. Hershey Management I disclaim beneficial ownership in the shares.

 (6)

 We relied, in part, on a Form 4 filed with the SEC on January 18, 2023 by Peter H. Woodward, a Form 4 filed with the SEC on December 1, 2016 by Mr. Woodward, and on a Schedule 13D/A jointly filed with the SEC on November 3, 2015 by MHW Partners, L.P., MHW Capital, LLC, MHW Capital Management, LLC for this information.

 MHW Partners, L.P. is a Delaware limited partnership. MHW Capital, LLC is a Delaware limited liability company. MHW Capital Management, LLC is a Delaware limited liability company. MHW Capital, LLC is the general partner of MHW Partners, L.P. Mr. Woodward is the principal of MHW Capital Management, LLC and MHW Capital, LLC and in such capacity, Mr. Woodward holds the power to vote and direct the disposition of all shares of common stock owned by MHW Partners, L.P. MHW Partners, L.P., MHW Capital, LLC, MHW Capital Management, LLC and Mr. Woodward share the power to vote and direct the disposition of all shares of common stock owned by MHW Partners, L.P. Mr. Woodward is a citizen of the United States and our current Chairman of our Board of Directors.

 MHW Partners, L.P. beneficially owns 224,671 shares of common stock, and 90,000 shares that may be acquired upon the exercise of outstanding stock options held by Mr. Woodward, all of which have vested.

 (7)

 We relied, in part, on a Schedule 13G filed with the SEC on May 17, 2024 by Needham Investment Management L.L.C., Needham Asset Management, LLC, Needham Aggressive Growth Fund and George A. Needham for this information.

 Needham Investment Management L.L.C., Needham Asset Management, LLC, Needham Aggressive Growth Fund and George A. Needham in the aggregate beneficially own 322,500 shares of common stock and share the power to vote and direct the disposition of all shares.

 Officers and Directors

 Amount of beneficial ownership (2)

 Percent of

 Name and address of beneficial owner (1)

 Nature of beneficial ownership

 Shares

Owned

 Shares – Rights

to Acquire

 Total

Number

 Shares

Beneficially

Owned (3)

 Dr. Joseph N. Forkey (4)

 Chief Executive Officer, President, Treasurer and Director

 122,572

 166,666

 289,238

 4.55%

 Peter H. Woodward (5)

 Chairman of the Board of Directors

 224,671

 135,000

 359,671

 5.66%

 Dr. Richard B. Miles (6)

 6,037

 89,998

 96,035

 1.51%

 Andrew J. Miclot (7)

 89,998

 89,998

 1.42%

 Peter V. Anania (8)

 210,598

 56,666

 267,264

 4.21%

 Wayne M. Coll (9)

 Chief Financial Officer, Secretary

 4,317

 50,000

 54,317

 *

 Mahesh Lawande (10)

 Chief Operating Officer

 1,726

 60,000

 61,726

 *

 All directors and executive officers as a group

 569,921

 648,328

 1,218,249

 19.18%

 * Percentage of shares beneficially owned
does not exceed one percent of issued and outstanding shares of stock.

 _______________________

 (1)

 Unless otherwise stated, the address of each beneficial owners listed on the table is c/o Precision Optics Corporation, Inc., 22 East Broadway, Gardner, MA 01440.

 (2)

 Represents shares with respect to which each beneficial owner listed has or will have, upon acquisition of such shares upon exercise or conversion of options, warrants, conversion privileges or other rights exercisable within 60 sixty days, sole voting and investment power.

 (3)

 As of October 10, 2024, there were 6,350,170 shares of our common stock issued and outstanding. Percentages are calculated on the basis of the amount of issued and outstanding common stock plus, for each person or group, any securities that such person or group has the right to acquire within 60 days of October 10, 2024 pursuant to options, warrants, conversion privileges or other rights.

 (4)

 Dr. Forkey is a member of our Board of Directors and serves as our Chief Executive Officer, President and Treasurer. Dr. Forkey's beneficial ownership consists of (a) 122,572 shares of common stock, and (b) 166,666 shares of common stock that may be acquired upon the exercise of outstanding stock options.

 (5)

 Mr. Peter Woodward is the Chairman of our Board of Directors. Mr. Woodward's beneficial ownership consists of (a) 224,671 shares of common stock held through MHW Partners, L.P., and (b) 135,000 shares of common stock which may be acquired upon the exercise of outstanding stock options.

 (6)

 Dr. Miles is a member of our Board of Directors. Dr. Miles' beneficial ownership consists of (a) 6,037 shares of common stock, and (b) 89,998 shares of common stock that may be acquired upon the exercise of outstanding stock options.

 (7)

 Mr. Miclot is a member of our Board of Directors. Mr. Miclot's beneficial ownership consists of 89,998 shares of common stock that may be acquired upon the exercise of outstanding stock options.

 (8)

 Mr. Anania is a member of our Board of Directors. Mr. Anania's beneficial ownership consists of (a) 201,648 shares of common stock held directly, (b) 8,950 shares of common stock held by his wife, and (c) 56,666 shares of common stock that may be acquired upon the exercise of outstanding stock options.

 (9)

 Mr. Coll is our Chief Financial Officer and Secretary effective June 12, 2023. Mr. Coll's beneficial ownership consists of (a) 4,317 shares of common stock and (b) 50,000 shares of common stock that may be acquired upon the exercise of outstanding stock options.

 (10)

 Mr. Lawande is our Chief Operating Officer effective April 24, 2023. Mr. Lawande's beneficial ownership consists of (a) 1,726 shares of common stock and (b) 60,000 shares of common stock that may be acquired upon the exercise of outstanding stock options.

 As of June 30, 2024, there
are no arrangements among our beneficial owners, known to management, which may result in a change in control of our Company.

 Securities Authorized for Issuance under Equity
Compensation Plans

 The following table sets forth information regarding
our equity compensation plans at June 30, 2024:

 Plan Category

 Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)

 Weighted-average exercise price of outstanding options, warrants and rights (b)

 Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

 Equity compensation plans approved by security holders

 496,157

 5.97

 148,075

 Equity compensation plans not approved by security holders (1)

 861,578

 4.01

 80,786

 Total

 1,357,735

 4.72

 228,861

 (1) Consists of stock options issued under the
2021 Equity Incentive Plan. The 2021 Equity Incentive Plan provides eligible participants, including employees, directors, and
consultants, the opportunity to receive a broad variety of equity-based awards. The Company filed a registration statement on Form S-8
on June 3, 2021.

 ITEM 13. CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

 Policies and Procedures for Related Party Transactions

 It is our policy that all
employees, officers and directors must avoid any activity that is or has the appearance of conflicting with the interests of our Company.
Our Board reviews all related party transactions for potential conflict of interest situations on an ongoing basis and all such transactions
relating to executive officers and directors must be approved by the Board. In carrying out this responsibility, the Board has determined
that we do not have any related party transactions.

 Director Independence

 The rules of the Nasdaq Stock Market, or the Nasdaq
Rules, require a majority of a listed company's board of directors to be composed of independent directors. In addition, the Nasdaq
Rules require that, subject to specified exceptions, each member of a listed company's audit, compensation and nominating and governance
committees be independent. Under the Nasdaq Rules, a director will only qualify as an independent director if, in the opinion of our Board
of Directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out
the responsibilities of a director. The Nasdaq Rules also require that audit committee members satisfy independence criteria set forth
in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. In order to be considered independent for purposes
of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit
committee, the board of directors, or any other board committee, accept, directly or indirectly, any consulting, advisory, or other compensatory
fee from the listed company or any of its subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries.
In considering the independence of compensation committee members, the Nasdaq Rules require that our board of directors must consider
additional factors relevant to the duties of a compensation committee member, including the source of any compensation we pay to the director
and any affiliations with our company.

 Our board of directors undertook a review of the
composition of our board of directors and its committees and the independence of each director. Based upon information requested from
and provided by each director concerning his or her background, employment and affiliations, including family relationships, our board
of directors has determined that Messrs. Woodward, Miclot, and Miles are independent as defined under the Nasdaq Rules.

 ITEM 14. PRINCIPAL ACCOUNTING
FEES AND SERVICES.

 Stowe & Degon LLC has
audited our financial statements since 2008. The aggregate fees billed to us for professional accounting services, including the audit
of our annual consolidated financial statements by our independent registered public accounting firm for the years ended June 30, 2024
and 2023, are set forth in the table below.

 Year Ended June 30,

 2024

 2023

 Audit fees

 $

 144,090

 $

 109,835

 Audit Related Fees

 4,184

 Tax fees

 11,500

 12,699

 Other fees

 10,430

 2,500

 Total fees

 $

 166,020

 $

 129,218

 For purposes of the preceding table, the professional fees are classified
as follows:

 Audit Fees. Audit fees for fiscal year
2024 are comprised of fees for professional services performed for the audit of our annual financial statements and review of our quarterly
financial statements of $140,000 including direct out-of-pocket expenses in the amount of $4,090. Audit fees for fiscal year 2023 are
comprised of fees for professional services performed for the audit of our annual financial statements and review of our quarterly financial
statements of $109,835 including direct out-of-pocket expenses in the amount of $0.

 Audit-related Fees. Audit-related fees
are comprised of fees for assurance and related attestation services that are reasonably related to the performance of the audit of our
annual financial statements, or the review thereof, and fees for due diligence services.

 Tax Fees: Tax fees for fiscal 2024 and
2023 are comprised of fees for professional services performed with respect to corporate tax compliance, tax return preparation and filing,
tax planning and tax advice.

 Audit Committee Pre-Approval Policies and
Procedures

 In consultation with
our Chief Financial Officer, the Audit Committee pre-approves all services provided by our independent registered public accounting firm.
100% of the above services and fees were reviewed and approved by the Board of Directors either before or after the respective services
were rendered. The Board of Directors has considered the nature and amount of fees billed by Stowe & Degon LLC and believes that the
provision of services for activities unrelated to the audit is compatible with maintaining the firm's independence.

 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

 (a)

 Documents filed as part of this Annual Report.

 (1)

 Financial Statements. See Index to the Consolidated Financial Statements, which appear on the Original 10-K. The consolidated financial statements listed in the accompanying Index to the Consolidated Financial Statements are filed therewith in response to this Item.

 (2)

 Financial Statements Schedules. All schedules are omitted because they are not applicable or because the required information is contained in the financial statements or notes included in this report.

 (b)

 The exhibits listed in Part IV, Item 15(b) of the Original 10-K and the exhibits listed below are filed with, or incorporated by reference into, this report.

 31.3

 Certification of Chief Executive Officer required by Rule 13a-14(a) of the Exchange Act

 31.4

 Certification of Chief Financial Officer required by Rule 13a-14(a) of the Exchange Act

 SIGNATURES

 Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

 PRECISION OPTICS CORPORATION, INC.

 By:

 /s/ Wayne M. Coll

 Wayne M. Coll

 Chief Financial Officer (Principal Financial and Accounting Officer)

 Date: October
28, 2024