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SEC Comment Letter for Transportation & Logistics Systems, Inc. (TLSS) (CIK 0001463208) (TLSS) — Oct 5, 2009

Transportation & Logistics Systems, Inc. (TLSS) (CIK 0001463208)
Date: Oct. 5, 2009 · CIK: 0001463208 · Accession: 0000000000-09-055985

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File numbers found in text: 333-159517

Referenced dates: August 11, 2009

Date
October 5, 2009
Author
Not clearly detected
Form
UPLOAD
Company
Transportation & Logistics Systems, Inc. (TLSS) (CIK 0001463208)

Letter

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Mail Stop 3561 October 5, 2009 Via International Mail Larysa Dekhtyaruk Chief Executive Officer Loran Connection Corp. 190 Dzerjinskogo St., Ovidiopol, Odesska obl., 67801, Ukraine Re: Loran Connection Corp. Amendment No. 3 to Registrati on Statement on Form S-1 Filed September 21, 2009 File No. 333-159517

Dear Ms. Dekhtyaruk:

We have reviewed your responses to the comments in our letter dated August 11, 2009 and have the following additional comments. General

1. Due to the duration of time since your la st amendment, your plan of operation and financing projections as disc losed appear out of date. Please revise throughout to update the status of your plans, includi ng the use of recent expenditures, and any shifts in timing and funding pr ojections due to the delay. Summary, page 3

2. We note your responses to prior comment s 1 and 2 and your disclosure that you will need additional funding to operate for the next six months. On page 5, however, you state that you will be able to operate for one year without additional funding. Please revise to rec oncile this apparent incons istency or to clarify any change in projections so that the disclo sure will be accurate at the time of effectiveness.

Larysa Dekhtyaruk Loran Connection Corp. October 5, 2009 Page 2

Summary Financial Information, page 5

3. We note the parenthetical disclosure in your summary income statement which says that the interim period through June 30, 2009 has been audited; however, the auditors report shows that your financia ls were audited through the end of your most recent fiscal year, March 31, 2009. Pleas e revise to correct the disclosure in the summary income statement. Description of Securities, page 15

4. Please update your number of holders as of a more recent practicable date.

********** As appropriate, please amend your regist ration statement in response to these comments. You may wish to provide us w ith marked copies of the amendment to expedite our review. Please furnish a cove r letter with your amendment that keys your response to our comments and provides any re quested information. De tailed cover letters greatly facilitate our review. Please understand that we ma y 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 filing includes all in formation 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 even t the company requests acceleration of the effective 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 purs uant to delegated authority, declare the filing effective, it does not foreclose th e Commission from taking any action with respect to the 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 ‚ the company may not assert staff comments a nd 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.

Larysa Dekhtyaruk Loran Connection Corp. October 5, 2009 Page 3

In addition, please be advi sed that the Division of En forcement has access to all information you provide to the staff of the Di vision 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 conf irmation of the fact that t hose requesting acceleration are aware of their respective re sponsibilities under the S ecurities Act of 1933 and the Securities Exchange Act of 1934 as they rela te 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 acce leration of the effective date. We direct your attention to Rules 46 0 and 461 regarding requesting acceleration of a registration statement. Please allow ad equate 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 a dvance of the requested effective date.

Please contact Matthew Spitzer at (202) 551-3227 or me at (202) 551-3750 with any questions.

S i n c e r e l y ,

Max A. Webb Assistant Director cc: Faiyaz Dean, Esq. Via facsimile: (206) 493-2777

Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3561

October 5, 2009
 Via International Mail

 Larysa Dekhtyaruk Chief Executive Officer Loran Connection Corp. 190 Dzerjinskogo St., Ovidiopol, Odesska obl., 67801, Ukraine
Re: Loran Connection Corp.
Amendment No. 3 to Registrati on Statement on Form S-1
Filed September 21, 2009
  File No. 333-159517

Dear Ms. Dekhtyaruk:

We have reviewed your responses to the comments in our letter dated August 11,
2009 and have the following additional comments.    General

1. Due to the duration of time since your la st amendment, your plan of operation and
financing projections as disc losed appear out of date.  Please revise throughout to
update the status of your plans, includi ng the use of recent expenditures, and any
shifts in timing and funding pr ojections due to the delay.
 Summary, page 3

2. We note your responses to prior comment s 1 and 2 and your disclosure that you
will need additional funding to operate for the next six months.  On page 5, however, you state that you will be able to  operate for one year without additional
funding.  Please revise to rec oncile this apparent incons istency or to clarify any
change in projections so that the disclo sure will be accurate at the time of
effectiveness.

Larysa Dekhtyaruk
Loran Connection Corp. October 5, 2009 Page 2

Summary Financial Information, page 5

3. We note the parenthetical disclosure in  your summary income statement which
says that the interim period through June  30, 2009 has been audited; however, the
auditors report shows that your financia ls were audited through the end of your
most recent fiscal year, March 31, 2009.  Pleas e revise to correct the disclosure in
the summary income statement.
 Description of Securities, page 15

4. Please update your number of holders as of a more recent practicable date.

**********
As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us w ith marked copies of the amendment to
expedite our review.  Please furnish a cove r letter with your amendment that keys your
response to our comments and provides any re quested information.  De tailed cover letters
greatly facilitate our review.  Please understand that we ma y 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 filing includes all in formation 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 even t the company requests acceleration of
the effective 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 purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the 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
 ‚ the company may not assert staff comments a nd 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.

Larysa Dekhtyaruk
Loran Connection Corp. October 5, 2009 Page 3

  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision 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 conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te 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 acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate 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 a dvance of the requested effective date.

Please contact Matthew Spitzer at (202)  551-3227 or me at (202) 551-3750 with
any questions.

     S i n c e r e l y ,

 Max A. Webb
Assistant Director
cc: Faiyaz Dean, Esq.
 Via facsimile: (206) 493-2777