United States securities and exchange commission logo





                             June 9, 2020

       Max Munn
       President
       Applied UV, Inc.
       150 N. Macquesten Parkway
       Mount Vernon, NY 10550

                                                        Re: Applied UV, Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted May 13,
2020
                                                            CIK No. 0001811109

       Dear Mr. Munn:

              We have reviewed your draft registration statement 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 this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       DRS S-1 Submitted May 13, 2020

       Risk Factors
       Risks Relating to Ownership of Our Securities.
       Max Munn, our President and a director of the Company beneficially owns
approximately 99%
       of our capital stock..., page 25

   1.                                                   We note your disclosure
that Max Munn will control 93% of the outstanding shares of
                                                        common stock after the
offering. Please revise to include this information on the cover
                                                        page, indicate whether
you will be a controlled company under the Nasdaq listing
                                                        requirements, and if
so, state whether you intend to rely on the controlled company
                                                        exemptions of the
Nasdaq listing rules.
 Max Munn
FirstName LastNameMax Munn
Applied UV, Inc.
Comapany NameApplied UV, Inc.
June 9, 2020
Page 2
June 9, 2020 Page 2
FirstName LastName
Our certificate of incorporation will designate specific courts..., page 29

2.       We note your disclosure that your certificate of incorporation
identifies the federal district
         courts of the United States of America as the exclusive forum for
causes of action arising
         under the Securities Act. This provision does not appear to be
reflected in your certificate
         of incorporation. Please advise. Please ensure that the scope of your
exclusive forum
         provision is reflected on page 61.
Dilution, page 33

3.       It appears that your disclosure in this section may not include recent
share issuances,
         including, for example, issuances to Carmel, Milazzo & Feil LLP.
Please revise to
         provide the book value per share before and after the distribution.
Refer to Item 506 of
         Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 35

4.       Please expand your narrative to state, if true, that net sales for all
periods presented were
         generated entirely from your Munn Works subsidiary.
5.       Please revise your MD&A to discuss the major components and cost
drivers of your cost
         of sales.
Liquidity and Capital Resources, page 36

6.       Please revise your registration statement to provide a table of
contractual obligations as
         required by Item 303(a)(5) of Regulation S-K.
Business, page 41

7.       Please disclose the total number of employees, including executive
officers, and the
         number of full-time employees. See Item 101(h)(4)(xii) of Regulation
S-K.
8.       We note your disclosure that international sales may comprise a
significant portion of
         SteriLumen's revenue. We also note your disclosure that you recently
sold units to
         customers in Saudia Arabia. Please disclose the international markets
that you intend to
         target. Please also disclose any regulatory requirements related to
the sale of your
         products in such jurisdictions.
9.       Please provide disclosures required by Items 101(h)(viii) and and (ix)
of Regulation S-K.
Property, page 52

10.      We note your disclosure on page 13 that you internally manufacture all
of Munn Works'
         products that are manufactured domestically. Please disclose the
location of your
         manufacturing facilities.
 Max Munn
Applied UV, Inc.
June 9, 2020
Page 3
Management, page 53

11.      Please revise to include Ross Carmel as a director of the company, or
explain why you
         have not included him in this section. We note that you state on page
54 that you have
         five directors, and that you name him as a board member in Note 8 of
page F-16. If Mr.
         Carmel is no longer a board member, as indicated on page 59, please
tell us whether the
         Option Agreement filed as Exhibit 10.7 is still in effect.
Certain Relationships and Related Party Transactions, page 59

12.      Please revise your disclosure to provide the dollar value of the
shares issued to Carmel,
         Milazzo & Feil LLP. We note that you state in Note 8 of page F-16 that
the shares have
         been recorded as a liability to be settled in stock for an amount of
$250,062. In addition,
         please update your disclosure to include the additional one percent
that was due upon the
         filing of the Form S-1, if applicable.
Consolidated Financial Statements, page 67

13.      Please revise your registration statement to provide updated interim
financial statements
         and related disclosures as required by Rule 8-08 of Regulation S-X.
14.      You state in your registration statement that SteriLumen has been
focused on research and
         development since its inception. In this regard, please disclose your
accounting policy for
         research and development costs. Please refer to ASC 235-10-50 for
guidance.
         Additionally, please disclose total research and development expenses
for each period
         presented as provided in ASC 730-10-50-1.
15.      Based upon the disclosures in your registration statement, it appears
that SteriLumen and
         Munn Works may be distinct operating segments. Please revise the notes
to your financial
         statements to include the disclosures required by ASC 280-10-50, or
otherwise explain
         why segment disclosures are not necessary.
Note 1   Summary of Significant Accounting Policies
Revenue and Cost Recognition, page F-7

16.      For each period presented, please tell us and disclose the amount of
your net sales that
         were recognized at a point in time and the amount that were recognized
over time.
Note 6   Loans Payable, page F-14
FirstName LastNameMax Munn
17.    We note that you are required to provide Seagrace Partners with 40,000
shares of your
Comapany NameAppliedpart of your settlement agreement. Please tell us if and
how you have
       common stock as UV, Inc.
June 9,accounted for this liability in your financial statements.
        2020 Page 3
FirstName LastName
 Max Munn
FirstName LastNameMax Munn
Applied UV, Inc.
Comapany NameApplied UV, Inc.
June 9, 2020
June 9, 2020 Page 4
Page 4
FirstName LastName
18.      Your disclosure indicates that an aggregate of $126,860 was recognized
as a gain in 2019
         due to settlement of your loans payable upon emergence from
bankruptcy. Please
         reconcile this amount with your disclosure in Note 12 where you refer
to a total net gain
         from the settlement of debt in the amount of $57,640.
Note 9   Leasing Arrangements, page F-16

19.      Please expand your footnote to provide the disclosures required by ASC
842-20-50-4, as
         applicable, for each income statement period presented.
Note 10 - Costs and Estimated Earnings on Contracts in Progress, page F-17

20.      Please tell us how the balances of your deferred revenue at December
31, 2019 and
         December 31, 2018 reconcile to the amounts presented on your
consolidated balance
         sheets at the respective dates.
21.      Please disclose the amount of revenue recognized during the reporting
period that was
         included in deferred revenue at the beginning of the period pursuant
to ASC 606-10-50-
         8b.
Exhibits

22.      We note you reference various reports prepared by ResInnova
Laboratories. If
         you commissioned any research or reports for use in connection with
the registration
         statement, please file a consent pursuant to Rule 436 of the
Securities Act as an exhibit to
         your registration statement
       You may contact Dale Welcome at 202-551-3865 or Kevin Stertzel at
202-551-3723 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Erin Purnell at 202-551-3454 or Asia Timmons-Pierce at 202-551-3754
with any other
questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of
Manufacturing