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SEC Comment Letter for Transportation & Logistics Systems, Inc. (TLSS) (CIK 0001463208) (TLSS) — Jul 30, 2009

Transportation & Logistics Systems, Inc. (TLSS) (CIK 0001463208)
Date: July 30, 2009 · CIK: 0001463208 · Accession: 0000000000-09-040948

AI Filing Summary & Sentiment

Sentiment
Urgency
Document Type
Confidence
SEC Posture
Company Posture

Summary

Reasoning

Date
July 30, 2009
Author
Max A. Webb
Form
UPLOAD
Company
Transportation & Logistics Systems, Inc. (TLSS) (CIK 0001463208)

Letter

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 2054 9 DIVISION OF CORPORATION FINANCE Mail Stop 3561 July 30, 2009 ViaInternational Mail Larysa Dekhtyaruk Chief Executive Officer Loran Connection Corp. 190 Dzerjinskogo St., Ovidiopol, Odesska obl., 67801, Ukraine Re: Loran Connection Corp. Amendment No. 1 to Registration Statement on Form S -1 Filed July 22, 2009 File No. 333 -159517 Dear M s. Dekhtyaruk : We have reviewed your responses to the comments in our letter dated June 22 , 2009 and have the following additional comments. General 1.We note your response to prior c omment 1. You state that you inadvertently omitted language with respect to your president offering to loan the company money. This disclosure does not, however, appear in your amended registration statement either .Furthermore, the response is inconsis tent with the language on page 20, which states that no party has expressed willingness to provide additional funds. Please revise accordingly . 2.If you plan on adding disclosure regarding the offer of support from your president, please also note, if true , that the offer does not constitute a guarantee from your president to provide funds.

Larysa Dekhtyaruk Loran Connection Corp. July 30, 2009 Page2 Our Business, page 3 3.Please revise the first sentence of the third paragraph of this section to quantify the amount of additional financing you anticipate needin g to operate your business for the next six months and for the next twelve months. 4.Also please revise the summary or add a risk factor to indicate that your officers and directors are currently taking no salary and investors should factor in potential salaries when trying to consider when the company might become profitable. Termination of the Offering, page 3 5.We note your response to prior comment 6. Please revise the clause you added in response to our comment by adding brackets to indicate that you w ill provide the date of expiration for this continuous offering ,once known . Description of Business, page 14 6.We note your response to prior comment 13. Please, how ever, revise this section to reflect the current state of your business. As written, much ofthissection gives the impression that you are currently providing these travel services. Other disclosure throughout the prospectus , however, represents that you have not begun any operations. 7.Also, please revise to include steps you have tak ento implement your operations, if any. 8.We note your response to prior comment 15. Please, however, revise to eliminate all marketing language . Problematic examples include your discussions of the cities on page 14. Reception and Support Services, page 15 9.We note your response to prior comment 17. Please revise to provide your explanation in the prospectus. Website Marketing Strategy, page 16 10.We note your response to prior comment 19. Please file this agreement as an exhibit with your next amendme nt.

Larysa Dekhtyaruk Loran Connection Corp. July 30, 2009 Page3 Plan of Operation, page 19 11.Please revise to provide thebases for the costs that you present in this section or note that they are your own estimat es. 12.We note that you plan to hire one to three travel representatives for $2 to $6 thousand dollars . Please revise to clarify whether that salary is meant to be for a year and whether the persons are expected to work full time or part time. Certain Relationships and Transactions, p age24 13.We note your response to prior comment 27. Please revise to pr ovide the name of the related party who provided the loan. Exhibit 3.1 14.Please refile this exhibit toinclude the entire articles of incorporation. ********** As appropriate, please amend your registration statement in response to these comment s. You ma y wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your ame ndment that keys your response to our comment sand provides any requested information. Detailed cover letters greatly facilitate o ur review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the f iling includes all information required under the Securities Act of 1933 and that they have provided all information investors require for an informed investment decision. Since the company and its management are in possession of all facts relating to a c ompany’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. Notwithstanding our comments, in the event the company requests acceleration of the effective date of the pending registration statement, it shoul d furnish a letter, at the time of such request, 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 with respect to t he 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

Larysa Dekhtyaruk Loran Connection Corp. July 30, 2009 Page4 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. In addition, please be advised that the Di vision of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in connection with our review of your filing or in response to our comments on your filing. We will consider a written request for accele ration 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 the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date. We direct your attention to Rules 460 and 461 r egarding requesting acceleration of a registration statement. Please allow adequate ti me after the 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. Please contact Matthew Spitzer at (202) 551 -3227 or me at (202) 551 -3750with any questions. Sincerely, Max A. Webb Assistant Director cc: Dean Law Corp. Via facsimile: (206) 493 -2777

Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 2054 9
DIVISION OF
CORPORATION FINANCE
Mail Stop 3561
July 30, 2009
ViaInternational Mail
Larysa Dekhtyaruk
Chief Executive Officer
Loran Connection Corp.
190 Dzerjinskogo St., Ovidiopol,
Odesska obl., 67801,
Ukraine
Re: Loran Connection Corp.
Amendment No. 1 to Registration Statement on Form S -1
Filed July 22, 2009
File No. 333 -159517
Dear M s. Dekhtyaruk :
We have reviewed your responses to the comments in our letter dated June 22 ,
2009 and have the following additional comments.
General
1.We note your response to prior c omment 1. You state that you inadvertently
omitted language with respect to your president offering to loan the company
money. This disclosure does not, however, appear in your amended registration
statement either .Furthermore, the response is inconsis tent with the language on
page 20, which states that no party has expressed willingness to provide
additional funds. Please revise accordingly .
2.If you plan on adding disclosure regarding the offer of support from your
president, please also note, if true , that the offer does not constitute a guarantee
from your president to provide funds.

Larysa Dekhtyaruk
Loran Connection Corp.
July 30, 2009
Page2
Our Business, page 3
3.Please revise the first sentence of the third paragraph of this section to quantify
the amount of additional financing you anticipate needin g to operate your
business for the next six months and for the next twelve months.
4.Also please revise the summary or add a risk factor to indicate that your officers
and directors are currently taking no salary and investors should factor in potential
salaries when trying to consider when the company might become profitable.
Termination of the Offering, page 3
5.We note your response to prior comment 6. Please revise the clause you added in
response to our comment by adding brackets to indicate that you w ill provide the
date of expiration for this continuous offering ,once known .
Description of Business, page 14
6.We note your response to prior comment 13. Please, how ever, revise this section
to reflect the current state of your business. As written, much ofthissection gives
the impression that you are currently providing these travel services. Other
disclosure throughout the prospectus , however, represents that you have not
begun any operations.
7.Also, please revise to include steps you have tak ento implement your operations,
if any.
8.We note your response to prior comment 15. Please, however, revise to eliminate
all marketing language . Problematic examples include your discussions of the
cities on page 14.
Reception and Support Services, page 15
9.We note your response to prior comment 17. Please revise to provide your
explanation in the prospectus.
Website Marketing Strategy, page 16
10.We note your response to prior comment 19. Please file this agreement as an
exhibit with your next amendme nt.

Larysa Dekhtyaruk
Loran Connection Corp.
July 30, 2009
Page3
Plan of Operation, page 19
11.Please revise to provide thebases for the costs that you present in this section or
note that they are your own estimat es.
12.We note that you plan to hire one to three travel representatives for $2 to $6
thousand dollars . Please revise to clarify whether that salary is meant to be for a
year and whether the persons are expected to work full time or part time.
Certain Relationships and Transactions, p age24
13.We note your response to prior comment 27. Please revise to pr ovide the name of
the related party who provided the loan.
Exhibit 3.1
14.Please refile this exhibit toinclude the entire articles of incorporation.
**********
As appropriate, please amend your registration statement in response to these
comment s. You ma y wish to provide us with marked copies of the amendment to
expedite our review. Please furnish a cover letter with your ame ndment that keys your
response to our comment sand provides any requested information. Detailed cover letters
greatly facilitate o ur review. Please understand that we may have additional comments
after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the f iling includes all information required under
the Securities Act of 1933 and that they have provided all information investors require
for an informed investment decision. Since the company and its management are in
possession of all facts relating to a c ompany’s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event the company requests acceleration of
the effective date of the pending registration statement, it shoul d furnish a letter, at the
time of such request, 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 with
respect to t he 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

Larysa Dekhtyaruk
Loran Connection Corp.
July 30, 2009
Page4
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.
In addition, please be advised that the Di vision of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for accele ration 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 the
Securities Exchange Act of 1934 as they relate to the proposed public offering of the
securities specified in the above registration statement. We will act on the request and,
pursuant to delegated authority, grant acceleration of the effective date.
We direct your attention to Rules 460 and 461 r egarding requesting acceleration
of a registration statement. Please allow adequate ti me after the 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.
Please contact Matthew Spitzer at (202) 551 -3227 or me at (202) 551 -3750with
any questions.
Sincerely,
Max A. Webb
Assistant Director
cc: Dean Law Corp.
Via facsimile: (206) 493 -2777