SecProbe.io

August 28, 2014

Via E -mail
Mr. James R. Hills
Chief Executive Officer
Safety Quick Lighting & Fan Corp.
One Buckhead Plaza
3060 Peachtree Road, Suite 390
Atlanta, GA 30305

Re: Safety Quick Lighting & Fan Corp.
Registration Statement on Form S-1
Filed August 1, 2014 , as amended August 5, 2014
  File No. 333-197821

Dear Mr. Hills :

We have reviewed your 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 amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstanc es or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. We note that you are registering for resale all of your 35,500,000 outstanding shares of
common stock as well as an additional 27,985,919 shares of common stock underlying
convertible and exchangeable securities.  Please provide your analysis of w hy the
offering is a true secondary offering and not an indirect offering by the company through
the selling shareholders to create a market in your shares.  Please note that, if the offering
is deemed to be an indirect primary offering, the selling shareh olders must be identified
as underwriters and the offering price of the shares must be fixed for the duration of the
offering.  Please refer to our Compliance and Disclosure Interpretations, Securities Act
Rules, Section 612.09, available on our website at
http://www.sec.gov/divisions/corpfin/cfguidance.shtml .

James R. Hills
Safety Quick Lighting & Fan Corp.
August 28, 2014
Page 2

 2. Please revise your disclosure throughout the registration statement to make clear whether
you intend to seek  quotation on the OTCBB.  On page 3 you state that you “intend to
have an application fi led on our behalf.”  However, on the prospectus cover page and
page 51 you state that you “have not made a decision to seek quotation on the O ver-the-
Counter Bulletin Board .”

Prospectus Cover Page

3. Please disclose the exercise and conversi on prices of the options, warrants and
convertible debt whose underlying shares you are registering.  Remove from the
prospectus cover page the potential proceeds you may receive upon exercise of the
options and warrants since the holders of these securiti es may never exercise them.

Prospectus Summary, page 1

4. Please disclose in the Prospectus Summary and Risk Factors that your auditors have
issued a going concern opinion, explaining what that means.

Our History, page 2

5. Please disclose the extent to whic h you have manufactured or sold any light fixtures or
ceiling fans incorporating your SQL technology.

The Offering, page 3

6. Please disclose on page 4 and under “Convertible Notes Offering” on page 20 the
material terms of the convertible notes and warrants issued in your notes offerings.  Also
disclose the principal amount of 12% and 15% Secured Convertible Promissory Notes
outstanding and the amount of net proceeds received by the company from the notes
offerings.

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations, page
26

7. In this section you discuss the License Agreement with General Electric Company
entered into in June 2011 as part of your new business model.  However, on page 27 you
discuss how revenues, for example, decreased to $0 in 2013 from $78,000 in 2012 as
attributed to the company’s reengineering of its business model to reflect a new business
direction.  Please reconcile these disclosures.

8. Please discuss the steps, timing and capital resources needed to imp lement your new
business model.

James R. Hills
Safety Quick Lighting & Fan Corp.
August 28, 2014
Page 3

Business, page 39

9. Please discuss the current status of your operations.  Discuss where you are in
implementing your new business model.

Overview, page 39

10. You state in this section that your socket and plug products can  support appliances up to
50 pounds.  However, on page F -40, for example, you state that your device can hold up
to 200 pounds.  Please reconcile and revise.

Intellectual Property, page 42

11. Please revise your disclosure to make clear whether the patents p ending in China and
India cover the same technology for patents issued in the U.S.  Additionally, it does not
appear that you have any operations in India.  Please explain why you have one issued
and one pending patent application in this country.

Financ ial statements

Note 5 – Debt, page F -21

12. Please expand the disclosure to clarify that the $120,000 of notes payable in default as of
December 31, 2013 is classified as a current liability.

Age of  Financial Statements

13. Update the financial statements and  other financial information in the filing to include the
interim period ended June 30, 2014.  Please refer to the guidance in Rule 8 -08 of
Regulation S -X.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the fili ng to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsi ble for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
ackn owledging that:

James R. Hills
Safety Quick Lighting & Fan Corp.
August 28, 2014
Page 4

  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, a cting 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 and the decla ration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written re quest for acceleration 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 193 4 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Claire DeLabar, Senior Staff Accountant , at 202-551-3349 or Terry
French, Accountant Branch Chief,  at 202 -551-3828  if you have questions regarding comments
on the financial statements and related matters.  Please contact Kate Beukenkamp, Attorney -
Advisor, at 202-551-6971 or Kathleen Krebs, Special Counsel, at 202-551-3350  with any other
questions.

Sincerely,

 /s/ Kathleen Krebs, for

Larry Spirgel
Assistant Director

cc: Via E -mail
 Peter J. Gennuso, Esq.
Thompson Hine LLP