SEC Comment Letter for Transportation & Logistics Systems, Inc. (TLSS) (CIK 0001463208) (TLSS) — Aug 11, 2009
Transportation & Logistics Systems, Inc. (TLSS) (CIK 0001463208)
Date: Aug. 11, 2009 · CIK: 0001463208 · Accession: 0000000000-09-043732
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Mail Stop 3561 August 11,2009 ViaInternational Mail Larysa Dekhtyaruk Chief Executive Officer Loran Connection Corp. 190 Dzerjinskogo St., Ovidiopol, Odesska obl., 67801, Ukraine Re: Loran Connection Corp. Amendment No. 2toRegistration Statemen t on Form S -1 Filed August 6 , 2009 File No. 333 -159517 Dear M s. Dekhtyaruk : We have reviewed your responses to the comments in our letter dated July 30 , 2009 and have the following additional comments. Summary, page 3 1.We note your response to prior comment 3 and the corresponding disclosure in the third paragraph that you estimate needing approximately $29,000 to o perate for the next 12 months. In your Plan of Operation section on page 22, the breakdown of your business plan over the cours e of the next 12 months, however, anticipates the need for approximately $39,500. Please revise, where applicable, to reconcile this apparent inconsistency. Any Additional Funding We Arrange through the Sale of Our Common Stock, page 10 2.Please revise the first sentence of this risk factor to clarify that you rrequirement ofadditional capital isnecessary to implement your business plan rather than to enable your business plan to “succeed.” Larysa Dekhtyaruk Loran Connection Co rp. August 11, 2009 Page 2 Plan of Operation, page 22 3.We note your response to prio r comment 12. Please revise to clarify that you r anticipate dexpenditures of $2 to 6 thousand dollars for salaries areperyear rather than per month. Security Ownership of Certain Beneficial Owners and Management, page 27 4.Please revise to correct the c ombined beneficial ownership of management disclosure in the beneficial ownership table to reflect that management consists of alldirectors and your sole officer rather than “all officers and sole director .” ********** As appropriate, please amend your registration statement in response to these comment s. You may 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 reques ted information. Detailed cover letters greatly facilitate our 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 adeq uacy of the disclosure in the filing to be certain that the filing 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 company’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 e ffective date of the pending registration statement, it should 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 the filing; the action of the Commission or the staff, acting pursuan t 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 the company may not assert staff comments and the declaration of ef fectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Larysa Dekhtyaruk Loran Connection Co rp. August 11, 2009 Page 3 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 connection with our review of your filing or in response to our comments on your filing. We will consider a written request for acceleration of the effective date of the registration statement as confirma tion 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 ab ove 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 regarding requesting acceleration of a registration statement. Please allow adequate time 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: Faiyaz Dean, Esq. Via facsimile: (206) 493 -2777