SecProbe.io

CORRESP
 1
 filename1.htm

 Transportation
and Logistics Systems, Inc.

 110
Chestnut Ridge Road, Suite 444

 Montvale,
NJ 07645

 January
30, 2026

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
DC 20549

 RE:
 Transportation
 and Logistics Systems, Inc. (CIK: 0001463208)

 Registration
 Statement No. 333-292710 on Form S-1 (the "Registration Statement")

 Ladies
and Gentlemen:

 Transportation
and Logistics Systems, Inc. (the " Registrant ") hereby requests acceleration of the effectiveness of the above-referenced
Registration Statement pursuant to Rule 461 under the Securities Act of 1933, as amended, so that it may become effective on February
2, 2026, at 5:00 p.m., Eastern Time, or as soon thereafter as is practicable.

 The
Registrant respectfully requests that it be notified of such effectiveness by a telephone call to Angela Gomes, Esq. of Sullivan &
Worcester LLP at (617) 338-2957 and that such effectiveness also be confirmed in writing.

 Very
 truly yours,

 Transportation
 and Logistics Systems, Inc.

 By:

 /s/
 Sebastian Giordano

 Name:

 Sebastian
 Giordano

 Title:

 Chief
 Executive Officer, Chief Financial Officer and Chairman

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 January 27, 2026

Sebastian Giordano
Chief Executive Officer
Transportation & Logistics Systems, Inc.
110 Chestnut Ridge Road, Suite 444
Montvale, NJ 07645

 Re: Transportation & Logistics Systems, Inc.
 Registration Statement on Form S-1
 Filed January 13, 2026
 File No. 333-292710
Dear Sebastian Giordano:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Cheryl Brown at 202-551-3905 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Angela Gomes, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Transportation
and Logistics Systems, Inc.

5500
Military Trail

Suite
22-357

Jupiter,
FL 33458

May
10, 2022

VIA
EDGAR

United
States Securities and Exchange Commission

Washington,
DC 20549

    Attn:
    Anuja A. Majmudar, Attorney-Adviser

    Karina Dorin, Attorney-Adviser

    Re:

    Transportation
    and Logistics Systems, Inc.

    Registration
    Statement on Form S-1/A

    Filed
    May 6, 2021

    File
    No. 333-262408

    REQUEST
    FOR ACCELERATION OF EFFECTIVENESS

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Transportation and Logistics Systems, Inc. (the “Registrant”)
hereby requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-262408), as amended (the “Registration
Statement”), so that it may become effective at 4:30 p.m. Eastern Daylight Time on May 12, 2022, or as soon as practicable thereafter.

The
Registrant hereby authorizes Michael H. Sproule, of Akabas & Sproule, to orally modify or withdraw this request for acceleration.

The
Registrant hereby acknowledges that:

(i)
should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare
the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

(ii)
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective,
does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement;
and

(iii)
the Registrant may not assert comments of the Commission or the staff and the declaration of effectiveness of the Registration Statement
as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

This
letter also confirms that the Registrant is aware of its obligations under the Securities Act of 1933, as amended, in particular the
obligation to properly disseminate the prospectus in advance of sales. No underwriter is involved in the selling of the securities to
be registered under the subject Registration Statement.

This
letter also informs the SEC that, as no underwriter is involved in the selling of the securities to be registered under the subject Registration
Statement, no amount of compensation is planned to be allowed or paid to any underwriter and no arrangements exist between the Registrant
or the selling shareholders and any underwriter or other broker dealer.

We
request that we be notified of such effectiveness by a telephone call to Mr. Sproule at (212) 308-8505, or in his absence David E. Bamberger,
of Akabas & Sproule, at (917) 562-5398.

    Sincerely

    /s/
    Sebastian Giordano

    Sebastian
    Giordano,

    Chief
    Executive Officer

CORRESP
1
filename1.htm

Transportation
and Logistics Systems, Inc.

5500
Military Trail

Suite
22-357

Jupiter,
FL 33458

May
9, 2022

VIA
EDGAR

United
States Securities and Exchange Commission

Washington,
DC 20549

    Attn:

    Anuja
    A. Majmudar, Attorney-Adviser

    Karina
    Dorin, Attorney-Adviser

    Re:

    Transportation
    and Logistics Systems, Inc.

    Registration
    Statement on Form S-1/A

    Filed
    May 6, 2021

    File
    No. 333-262408

    WITHDRAWAL
    OF

    REQUEST
    FOR ACCELERATION OF EFFECTIVENESS

Transportation
and Logistics Systems, Inc. (the “Registrant”) hereby withdraws its request for acceleration of the effective date of its
Registration Statement on Form S-1/A (File No. 333-262408), as amended (the “Registration Statement”).

We
request that we be notified of any matter concerning the Registration Statement by a telephone call to Michael H. Sproule at (212) 308-8505,
or in his absence David E. Bamberger, at (917) 562-5398, each of the firm Akabas & Sproule.

    Sincerely

    /s/
    Sebastian Giordano

    Sebastian
    Giordano,

    Chief
    Executive Officer

CORRESP
1
filename1.htm

Transportation
and Logistics Systems, Inc.

5500
Military Trail

Suite
22-357

Jupiter,
FL 33458

May
6, 2022

VIA
EDGAR

United
States Securities and Exchange Commission

Washington,
DC 20549

    Attn:
    Anuja
    A. Majmudar, Attorney-Adviser

    Karina
    Dorin, Attorney-Adviser

    Re:
    Transportation and Logistics
    Systems, Inc.

    Registration Statement
    on Form S-1/A

    Filed May 6, 2021

    File No. 333-262408

    REQUEST FOR ACCELERATION
    OF EFFECTIVENESS

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Transportation and Logistics Systems, Inc. (the “Registrant”)
hereby requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-262408), as amended (the “Registration
Statement”), so that it may become effective at 4:30 p.m. Eastern Daylight Time on May 13, 2022, or as soon as practicable thereafter.

The
Registrant hereby authorizes Michael H. Sproule, of Akabas & Sproule, to orally modify or withdraw this request for acceleration.

The
Registrant hereby acknowledges that:

(i)
should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare
the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

(ii)
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective,
does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement;
and

(iii)
the Registrant may not assert comments of the Commission or the staff and the declaration of effectiveness of the Registration Statement
as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

This
letter also confirms that the Registrant is aware of its obligations under the Securities Act of 1933, as amended, in particular the
obligation to properly disseminate the prospectus in advance of sales. No underwriter is involved in the selling of the securities to
be registered under the subject Registration Statement.

This
letter also informs the SEC that, as no underwriter is involved in the selling of the securities to be registered under the subject Registration
Statement, no amount of compensation is planned to be allowed or paid to any underwriter and no arrangements exist between the Registrant
or the selling shareholders and any underwriter or other broker dealer.

We
request that we be notified of such effectiveness by a telephone call to Mr. Sproule at (212) 308-8505, or in his absence David E. Bamberger,
of Akabas & Sproule, at (917) 562-5398.

    Sincerely

    /s/ Sebastian
    Giordano

    Sebastian Giordano,

    Chief Executive Officer

United States securities and exchange commission logo
February 16, 2022
Sebastian Giordano
Chief Executive Officer
Transportation and Logistics Systems, Inc.
5500 Military Trail, Suite 22-357
Jupiter, FL 33458
Re:Transportation and Logistics Systems, Inc.
Registration Statement on Form S-1
Filed January 28, 2022
File No. 333-262408
Dear Mr. Giordano:
            We have limited our review of your registration statement to those issues we have
addressed in our 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
circumstances 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.
Registration Statement on Form S-1 filed January 28, 2022
Cover Page
1.We note you are registering 984,687,500 shares of common stock issuable upon
conversion of 685,000 shares of outstanding Series G Convertible Preferred Stock.  Please
revise your disclosure to clarify how you calculated this share amount, including whether
the shares being registered include shares issuable as the Make Good Amount and how
you calculated the number of shares that represent the Make Good Amount.  In this
regard, we note you disclose that the shares of common stock issuable as the Make Good
Amount are based, in part, on the average prevailing market for the five trading days prior
to the date a holder delivers notice of conversion to the company.

 FirstName LastNameSebastian Giordano
 Comapany NameTransportation and Logistics Systems, Inc.
 February 16, 2022 Page 2
 FirstName LastName
Sebastian Giordano
Transportation and Logistics Systems, Inc.
February 16, 2022
Page 2
Principal and Selling Stockholders, page 54
2.Please revise the footnotes to your Principal and Selling Stockholders table to separately
disclose for each selling shareholder the number of shares of common stock issuable upon
conversion of the Series G Preferred Stock and, if applicable, issuable as the Make Good
Amount for such Series G Preferred Stock.
Exhibits
3.Please file an executed version of the legal opinion.
General
4.Please revise the registration statement to include updated financial statements in the
Form S-1 and not as an exhibit to the filing.  In addition, file an updated auditor's consent.
Refer to Rule 8-08 of Regulation S-X and Item 11 of Form S-1.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Anuja A. Majmudar, Attorney-Adviser, at (202) 551-3844 or Karina
Dorin, Attorney-Adviser, at (202) 551-3763 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Michael H. Sproule, Esq.

CORRESP
1
filename1.htm

Transportation
and Logistics Systems, Inc.

5500
Military Trail

Suite
22-357

Jupiter,
FL 33458

February
3, 2022

VIA
EDGAR

United
States Securities and Exchange Commission

Washington,
DC 20549

    Re:

    Transportation
    and Logistics Systems, Inc.

    Registration
    Statement on Form S-1

    Filed
    January 28, 2021

    File
    No. 333-262408

    WITHDRAWAL
    OF

    REQUEST
    FOR ACCELERATION OF EFFECTIVENESS

Transportation
and Logistics Systems, Inc. (the “Registrant”) hereby withdraws its request for acceleration of the effective date of its
Registration Statement on Form S-1 (File No. 333-262408), as amended (the “Registration Statement”).

We
request that we be notified of any matter concerning the Registration Statement by a telephone call to Michael H. Sproule at (212)
308-8505, or in his absence David E. Bamberger, at (917) 562-5398, each of the firm Akabas & Sproule.

    Sincerely

    /s/
    Sebastian Giordano

    Sebastian
    Giordano,

    Chief
    Executive Officer

CORRESP
1
filename1.htm

Transportation
and Logistics Systems, Inc.

5500
Military Trail

Suite
22-357

Jupiter,
FL 33458

February
3, 2022

VIA
EDGAR

United
States Securities and Exchange Commission

Washington,
DC 20549

    Re:

    Transportation
    and Logistics Systems, Inc.

    Registration
    Statement on Form S-1

    Filed
    January 28, 2021

    File
    No. 333-262408

    REQUEST
    FOR ACCELERATION OF EFFECTIVENESS

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Transportation and Logistics Systems, Inc. (the “Registrant”)
hereby requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-262408), as amended (the “Registration
Statement”), so that it may become effective at 5:00 p.m. Eastern Daylight Time on February 8, 2022, or as soon as practicable
thereafter.

The
Registrant hereby authorizes Michael H. Sproule, of Akabas & Sproule, to orally modify or withdraw this request for acceleration.

The
Registrant hereby acknowledges that:

(i)
should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare
the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

(ii)
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective,
does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement;
and

(iii)
the Registrant may not assert comments of the Commission or the staff and the declaration of effectiveness of the Registration Statement
as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

This
letter also confirms that the Registrant is aware of its obligations under the Securities Act of 1933, as amended, in particular the
obligation to properly disseminate the prospectus in advance of sales. No underwriter is involved in the selling of the securities to
be registered under the subject Registration Statement.

This
letter also informs the SEC that, as no underwriter is involved in the selling of the securities to be registered under the subject Registration
Statement, no amount of compensation is planned to be allowed or paid to any underwriter and no arrangements exist between the Registrant
or the selling shareholders and any underwriter or other broker dealer.

We
request that we be notified of such effectiveness by a telephone call to Mr. Sproule at (212) 308-8505, or in his absence David E. Bamberger,
of Akabas & Sproule, at (917) 562-5398.

    Sincerely

    /s/
    Sebastian Giordano

    Sebastian
    Giordano,

    Chief
    Executive Officer

CORRESP
1
filename1.htm

Transportation
and Logistics Systems, Inc.

5500
Military Trail

Suite
22-357

Jupiter,
FL 33458

April
30, 2021

VIA EDGAR

United
States Securities and Exchange Commission

Washington,
DC 20549

Attn:
Ms. Anuja A. Majmudar, Attorney-Advisor

    Re:

    Transportation
    and Logistics Systems, Inc.

    Amendment
    No. 2 to Registration Statement on Form S-1

    Filed
    April 22, 2021

    File
    No. 333-251059

    REQUEST
    FOR ACCELERATION OF EFFECTIVENESS

Dear
Ms. Majmudar:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Transportation and Logistics Systems, Inc. (the “Registrant”)
hereby requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-251059), as amended
(the “Registration Statement”), so that it may become effective at 4:00 p.m. Eastern Daylight Time on May 4, 2021,
or as soon as practicable thereafter.

The
Registrant hereby authorizes Michael H. Sproule, of Akabas & Sproule, to orally modify or withdraw this request for acceleration.

The
Registrant hereby acknowledges that:

(i)        should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority,
declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the
Registration Statement;

(ii)       the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration
Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure
in the Registration Statement; and

Transportation
and Logistics Systems, Inc.

April
30, 2021

Page
2

(iii)       the Registrant may not assert comments of the Commission or the staff and the declaration of effectiveness of the Registration
Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

This
letter also confirms that the Registrant is aware of its obligations under the Securities Act of 1933, as amended, in particular
the obligation to properly disseminate the prospectus in advance of sales. No underwriter is involved in the selling of the securities
to be registered under the subject Registration Statement.

This
letter also informs the SEC that, as no underwriter is involved in the selling of the securities to be registered under the subject
Registration Statement, no amount of compensation is planned to be allowed or paid to any underwriter and no arrangements exist
between the Registrant or the selling shareholders and any underwriter or other broker dealer.

We
request that we be notified of such effectiveness by a telephone call to Mr. Sproule at (212) 308-8505, or in his absence David
E. Bamberger, of Akabas & Sproule, at (917) 562-5398.

    Sincerely

    /s/
    John Mercadante

    John
    Mercadante,

    Chief
    Executive Officer

United States securities and exchange commission logo
February 16, 2021
John Mercadante
Chief Executive Officer
Transportation and Logistics Systems, Inc.
5500 Military Trail, Suite 22-357
Jupiter, FL 33458
Re:Transportation and Logistics Systems, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed February 10, 2021
File No. 333-251059
Dear Mr. Mercadante:
            We have reviewed your amended 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
circumstances 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.  Unless we note
otherwise, our references to prior comments are to comments in our January 27, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-1
Exhibit 5.1, page 89
1.Please have counsel file a revised legal opinion that opines on all of the securities being
registered under the registration statement, including the common shares underlying the
700,224,107 shares of common stock issuable upon conversion of the Series E
Convertible Preferred Stock. Please also ensure the legal opinion is duly executed and
does not include impermissible assumptions. For example, the assumptions set forth in
Clauses II, VII and VIII assume material facts underlying the opinion or readily
ascertainable facts.

 FirstName LastNameJohn Mercadante
 Comapany NameTransportation and Logistics Systems, Inc.
 February 16, 2021 Page 2
 FirstName LastName
John Mercadante
Transportation and Logistics Systems, Inc.
February 16, 2021
Page 2
            Please contact Anuja A. Majmudar, Attorney-Adviser, at (202) 551-3844 or, in her
absence, Karina Dorin, Attorney-Adviser, at (202) 551-3763 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Seth A. Akabas, Esq.

CORRESP
1
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Office
of Energy & Transportation

Division
of Corporation Finance

United
States Securities and Exchange Commission

Washington, DC 20549

Attn:
Ms. Anuja A. Majmudar, Attorney-Advisor

    Re:
    Transportation
    and Logistics Systems, Inc.

    Registration
    Statement on Form S-1

    Filed
    December 1, 2020

    File
    No. 333-251059

    Securities
    and Exchange Commission Comment Letters

    Dated
    December 11, 2020 and January 27, 2021

Dear
Ms. Majmudar:

We
are writing on behalf of the subject Registrant with regard to the filing of Amendment No. 1 to the subject Registration Statement
and the subject Comment Letters from the Securities and Exchange Commission (“SEC”).

Response
to Comment #1:

The
Registrant has revised the disclosure on the prospectus cover page, in the plan of distribution and elsewhere in the prospectus
to clarify that the selling shareholders will sell shares within the bona fide price range of $0.04 to $0.05 per share, until
the Registrant’s shares are listed on a national securities exchange or quoted on the OTC Bulletin Board, OTCQX or OTCQB,
at which time they may be sold at prevailing market prices or privately negotiated prices. The Registrant has also disclosed the
bona fide price range in the prospectus, as noted above, and has disclosed the basis for such price range, which is recent prices
of publicly reported sales of the shares.

February
8. 2021

Page Two of Three

Response
to Comment #2:

The
Registrant maintains its position that its shares are not a penny stock as it has not conducted any registered offering at any
time when it was a penny stock during the most recent 3 years, but the Registrant has deleted all incorporation by reference of
materials into the prospectus, and has inserted those materials, information, data and disclosures into the prospectus of the
subject Registration Statement on Form S-1.

Response
to Comment #3:

The
Registrant has revised the prospectus to disclose in the Description of Private Placement and in the description of the Series
E Convertible Preferred Stock the manner in which the Registrant will notify holders of the Series E Convertible Preferred Stock
about a “Triggering Event.”

Response
to Comment #4:

The
Registrant has revised the Registration Statement to include the legal opinion of the Flangas Law Group as to the validity of
the securities registered and its consent to the reference to it in the prospectus and to update the exhibit index to include
reference to such opinion and consent.

The
Registrant has also updated all information in the Registration Statement.

This
letter also confirms that the Registrant is aware of its obligations under the Securities Act of
1933, as amended, in particular the obligation to properly disseminate the prospectus in advance of sales. No
underwriter is involved in the selling of the securities to be registered under the subject Registration Statement.

This
letter also informs the SEC that, as no underwriter is involved in the selling of the securities to be registered under the subject
Registration Statement, no amount of compensation is planned to be allowed or paid to any underwriter and no arrangements exist
between the Registrant or the selling shareholders and any underwriter or other broker dealer.

February
8. 2021

Page Three of Three

Based
upon the foregoing revisions to the subject Registration Statement, we respectfully request acceleration of the effectiveness
of the subject Registration and that it be declared effective as soon as practicable, but not later than Thursday, February 11,
2021.

Thank
you for your attention to this matter.

    Sincerely

    Michael
    H. Sproule

cc:
Transportation and Logistics Systems, Inc.

Attachment

United States securities and exchange commission logo
January 27, 2021
John Mercadante
Chief Executive Officer
Transportation and Logistics Systems, Inc.
5500 Military Trail, Suite 22-357
Jupiter, FL 33458
Re:Transportation and Logistics Systems, Inc.
Registration Statement on Form S-1
Response dated January 20, 2021
File No. 333-251059
Dear Mr. Mercadante:
            We have reviewed your amended 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
circumstances 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.  Unless we note
otherwise, our references to prior comments are to comments in our December 11, 2020 letter.
Response dated January 20, 2021
Cover Page
1.We note your response to prior comment 1. Please note that the OTC Pink is not an
established trading market for purposes of satisfying the requirements of Item 501(b)(3) of
Regulation S-K.  Accordingly, please revise your disclosure on the prospectus cover page,
in the plan of distribution and elsewhere in the prospectus as necessary to clarify that the
selling shareholders will sell shares at a fixed price or within a bona fide price range until
your shares are listed on a national securities exchange or quoted on the OTC Bulletin
Board, OTCQX, or OTCQB at which time they may be sold at prevailing market prices or
privately negotiated prices. Please also disclose the fixed price or bona fide price range in
the prospectus. To the extent you determine to include a bona fide price range, please

 FirstName LastNameJohn Mercadante
 Comapany NameTransportation and Logistics Systems, Inc.
 January 27, 2021 Page 2
 FirstName LastName
John Mercadante
Transportation and Logistics Systems, Inc.
January 27, 2021
Page 2
provide your basis for determining such price range.
Incorporation by Reference of Certain Documents, page 1
2.We note your response to prior comment 2.  While your response reflects that you are
currently not an issuer of penny stock, please note that General Instruction VII.D.1(c) of
Form S-1 provides that an issuer is not eligible to incorporate by reference if during the
past three years it was an issuer for an offering of penny stock as defined in Rule 3a51-1
of the Exchange Act.  Accordingly, please revise your reference to incorporation by
reference and provide all required disclosure within the prospectus.
            Please contact Anuja A. Majmudar, Attorney-Adviser, at (202) 551-3844 or, in her
absence, Karina Dorin, Attorney-Adviser, at (202) 551-3763 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Seth A. Akabas, Esq.

CORRESP
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January
20, 2021

Office
of Energy & Transportation

Division
of Corporation Finance

United
States Securities and Exchange Commission

Washington,
DC 20549

Attn:
Ms. Anuja A. Majmudar, Attorney-Advisor

    Re:
    Transportation
    and Logistics Systems, Inc.

    Registration
    Statement on Form S-1

    Filed
    December 1, 2020

    File
    No. 333-251059

    Securities
    and Exchange Commission Comment Letter

    Dated
    December 11, 2020

Dear
Ms. Majmudar:

We
are writing on behalf of the subject Registrant for the purposes of respectfully request response by the Securities and Exchange
Commission (“SEC”) regarding two comments in the subject Comment Letter.

Response
to Comment #1:

We
have reviewed the referenced Item 501(b)(3) of Regulation S-K and find no reference or allusion to the type of market on which
the registrant’s securities are traded. We have also reviewed the Instructions to this Rule, particularly Instruction #2,
which seems to cover this Registrant’s situation exactly: “2. If it is impracticable to state the price to the public,
explain the method by which the price is to be determined.” Stating a price to the public is impracticable for this Registrant
because the subject offering is not for an IPO into a non-market, but rather into an existing trading market, on which the price
fluctuates, and at which sales cannot be made that vary materially from the fluctuating market price. The quoted sentence does
not state any requirement as to how the securities are traded, and it does not even allude to how they are traded. It is a simple
instruction, and the sole condition for providing pricing methodology is the impracticability of stating a fixed price,
which condition is, without doubt, met in the case of this Registrant.

January
20, 2021

United
States Securities and Exchange Commission

Page
2 of 4

The
referenced Instruction also states: “If the securities are to be offered at the market price, or if the offering price is
to be determined by a formula related to the market price, indicate the market and market price of the securities as of the latest
practicable date.” This requirement sets no condition at all for disclosing a pricing methodology; it merely states
the disclosure requirements for a prospectus that meets the impracticability condition and discloses pricing methodology rather
than a fixed price. The reference to the requirement to “indicate” the “market” is not a condition to
the instruction’s authorization to disclose pricing methodology rather than a fixed price. This reference is merely a requirement
to “indicate,” and its use of the simple and bare term “market” does not even hint at a qualification
of type of market.

We
found no SEC rule, regulation or release that imposes any additional condition on such Instruction #2’s authorization to
disclose pricing methodology rather than fixed price. Three years ago, however, when the SEC most recently amended Item 501(b)(3)
to allow disclosure of the method of pricing inside (rather than on the front cover of) the prospectus, the SEC made the following
statement in footnote 115, copied in full:

The
instruction also provides that if the securities are to be offered at the market price, or if the offering price is to be determined
by a formula relating to the market price, the registrant should indicate the market and market price of the securities as of
the latest practicable date. The Commission did not propose any change to this portion of the instruction.

SECURITIES
AND EXCHANGE COMMISSION 17 CFR Parts 229, 230, 232, 239, 240, 249, 270, 274 and 275 [Release No. 33-10425; 34-81851; IA-4791;
IC-32858; File No. S7-08-17] RIN 3235-AM02 FAST Act Modernization and Simplification of Regulation S-K

This
footnote confirms the above described understanding of the clear and direct meaning of Instruction #2 of Item 501(b)(3) of Regulation
S-K. Moreover, this footnote, the most recent SEC interpretation on this point, does not even hint that the rule might be different
depending on what market the registrant’s securities are traded.

Moreover,
even the policy propounded in the Comment Letter does not appear to mitigate the expressed concern. The SEC would permit sales
at prevailing market prices under this Registration Statement if those sales were made on an OTCBB listing rather than an OTC
Pink Tier listing. The distinction strikes us as somewhat arbitrary. Although we do not claim special expertise in this area,
based on our discussions with market professionals who do have that expertise, no reason based on the actuality of trading volumes
exists for the SEC to “favor” OTCBB, as it were, over OTC Pink Tier. The trading volume on the OTC Pink Tier exceeds
the trading on the OTCBB by orders of magnitude. Indeed, many millions of the Registrant’s shares trade
daily as a result of OTC Pink Tier listing. Moreover, the mere requirement of a single market maker without competition on OTCBB
does not afford anywhere near the level of investor protection that the sheer volume of daily trading on the OTC Pink Tier does,
as least where, as here, the listed entity is in full compliance with its SEC reporting obligations and has been for several years.

January
20, 2021

United
States Securities and Exchange Commission

Page
3 of 4

Given
the applicable Rule and Instruction and the SEC’s own interpretation thereof, as described above, and the SEC’s repeated
public statements that its current policy is to support small companies in their securities capital raising efforts, as well as
the actual facts of the trading markets, we respectfully request that the Registrant be allowed, as expressly authorized by said
Instruction #2, to provide disclosure of pricing methodology rather than a fixed price.

If
such request will not be granted, then, for the same reasons explained above, we respectfully request that the Registrant be allowed
at least to disclose a price range in which the securities covered by the subject registration will be sold.

Response
to Comment #2:

We
have reviewed the referenced General Instruction VII.D.1(c) to Form S-1, which instruction prohibits incorporation by a “penny
stock” registrant, as such term is defined in Rule 3a51-1 of the Exchange Act (§240.3a51-1). Such Rule includes as
part of the definition, the following express exception for a Registrant’s being treated as a “penny stock:”

§
240.3a51-1 Definition of “penny stock”.

For
purposes of section 3(a)(51) of the Act, the term “penny stock” shall mean any equity security other than a security:

.
. .

(g)
Whose issuer has:

.
. .

(2)
Average revenue of at least $6,000,000 for the last three years.

(3)
For purposes of paragraph (g) of this section, net tangible assets or average revenues must be demonstrated by financial statements
dated less than fifteen months prior to the date of the transaction that the broker or dealer has reviewed and has a reasonable
basis for believing are accurate in relation to the date of the transaction, and:

January
20, 2021

United
States Securities and Exchange Commission

Page
4 of 4

(i)
If the issuer is other than a foreign private issuer, are the most recent financial statements for the issuer that have been
audited and reported on by an independent public accountant in accordance with the provisions of 17 CFR 210.2-02 . . ..

Based
on the Registrant’s most recent financial statements that have been audited and were opined on and filed less than 15 months
prior to the date hereof, the Registrant’s average annual revenue for its most recent three fiscal years for which audited
financial statements have been filed was $14,992,137. Please see calculation of same attached to this letter.

Based
on the above explanation, we respectfully request the SEC’s confirmation of the Registrant’s right to incorporate
by reference into the subject Registration Statement on Form S-1.

We
respectfully request your response to the above two points, after which the Registrant will file an amendment incorporating in
the filing Comments #3 and #4 and requesting the Registration Statement to be made effective.

Thank
you for your attention to this matter.

    Very
    truly yours,

    /s/ Seth
    A. Akabas

    Seth
    A. Akabas

    cc:

    Transportation
    and Logistics Systems, Inc.

    Attachment

Transportation
& Logistics Systems, Inc. (“TLSS”)

SEC
Comment Letter

Comment
No. 2

    Year Ended December 31,

    2019
    2018
    2017

    (a)
    (b)
    (c)

    Net Revenues per Audited Financial Statements (See Footnotes Below)
    $ 31,356,251.00
    $ 13,620,160.00
    $ 1,301,332.00

    AVG Annual Net Revenues ((a+b+c)/3)

    $ 15,425,914.33

    Year Ended December 31,

    2019
    2018
    2017

    (a)
    (b)
    (d)

    Net Revenues per Audited Financial Statements (See Footnotes Below)
    $ 31,356,251.00
    $ 13,620,160.00
    $ -

    AVG Annual Net Revenues ((a+b+d)/3)

    $ 14,992,137.00

Footnotes:

(a)
Derived from TLSS Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed on May 29, 2020.

(b)
Derived from TLSS Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed on May 29, 2020.

(c)
Derived from TLSS Annual Report on Form 10-K for the fiscal year ended December 31, 2018 filed on April 16, 2019.

(d)
Since TLSS 2017 financial statements were opined on more than fifteen months prior to the date of the transaction, $0 net revenues
have been attributed to 2017.

CORRESP
1
filename1.htm

January
20, 2021

Office
of Energy & Transportation

Division
of Corporation Finance

United
States Securities and Exchange Commission

Washington,
DC 20549

Attn:
Ms. Anuja A. Majmudar, Attorney-Advisor

    Re:
    Transportation
    and Logistics Systems, Inc.

    Registration
    Statement on Form S-1

    Filed
    December 1, 2020

    File
    No. 333-251059

    Securities
    and Exchange Commission Comment Letter

    Dated
    December 11, 2020

Dear
Ms. Majmudar:

We
are writing on behalf of the subject Registrant for the purposes of respectfully request response by the Securities and Exchange
Commission (“SEC”) regarding two comments in the subject Comment Letter.

Response
to Comment #1:

We
have reviewed the referenced Item 501(b)(3) of Regulation S-K and find no reference or allusion to the type of market on which
the registrant’s securities are traded. We have also reviewed the Instructions to this Rule, particularly Instruction #2,
which seems to cover this Registrant’s situation exactly: “2. If it is impracticable to state the price to the public,
explain the method by which the price is to be determined.” Stating a price to the public is impracticable for this Registrant
because the subject offering is not for an IPO into a non-market, but rather into an existing trading market, on which the price
fluctuates, and at which sales cannot be made that vary materially from the fluctuating market price. The quoted sentence does
not state any requirement as to how the securities are traded, and it does not even allude to how they are traded. It is a simple
instruction, and the sole condition for providing pricing methodology is the impracticability of stating a fixed price,
which condition is, without doubt, met in the case of this Registrant.

January
20, 2021

United
States Securities and Exchange Commission

Page
2 of 4

The
referenced Instruction also states: “If the securities are to be offered at the market price, or if the offering price is
to be determined by a formula related to the market price, indicate the market and market price of the securities as of the latest
practicable date.” This requirement sets no condition at all for disclosing a pricing methodology; it merely states
the disclosure requirements for a prospectus that meets the impracticability condition and discloses pricing methodology rather
than a fixed price. The reference to the requirement to “indicate” the “market” is not a condition to
the instruction’s authorization to disclose pricing methodology rather than a fixed price. This reference is merely a requirement
to “indicate,” and its use of the simple and bare term “market” does not even hint at a qualification
of type of market.

We
found no SEC rule, regulation or release that imposes any additional condition on such Instruction #2’s authorization to
disclose pricing methodology rather than fixed price. Three years ago, however, when the SEC most recently amended Item 501(b)(3)
to allow disclosure of the method of pricing inside (rather than on the front cover of) the prospectus, the SEC made the following
statement in footnote 115, copied in full:

The
instruction also provides that if the securities are to be offered at the market price, or if the offering price is to be determined
by a formula relating to the market price, the registrant should indicate the market and market price of the securities as of
the latest practicable date. The Commission did not propose any change to this portion of the instruction.

SECURITIES
AND EXCHANGE COMMISSION 17 CFR Parts 229, 230, 232, 239, 240, 249, 270, 274 and 275 [Release No. 33-10425; 34-81851; IA-4791;
IC-32858; File No. S7-08-17] RIN 3235-AM02 FAST Act Modernization and Simplification of Regulation S-K

This
footnote confirms the above described understanding of the clear and direct meaning of Instruction #2 of Item 501(b)(3) of Regulation
S-K. Moreover, this footnote, the most recent SEC interpretation on this point, does not even hint that the rule might be different
depending on what market the registrant’s securities are traded.

Moreover,
even the policy propounded in the Comment Letter does not appear to mitigate the expressed concern. The SEC would permit
sales at prevailing market prices under this Registration Statement if those sales were made via OTCBB rather than OTC Pink
Tier quotations. The distinction strikes us as arbitrary. Although we do not claim special expertise in this area, based on
our discussions with market professionals who do have that expertise, no reason based on the actuality of the trading exists for the SEC to “favor” OTCBB, as it were, over OTC Pink Tier. The trading volume on the OTC Pink Tier
exceeds the trading on the OTCBB by orders of magnitude. Indeed, many millions of the Registrant’s shares trade daily
through quotation on OTC Pink Tier. Moreover, the mere requirement of a single market maker without competition on OTCBB
does not afford anywhere near the level of investor protection that the sheer volume of daily trading on the OTC Pink Tier
does, as least where, as here, the listed entity is in full compliance with its SEC reporting obligations and has been for
several years. Finally, while both OTCBB and OTC Pink Tier now rely on interdealer quotation systems (up until recently,
OTCBB orders could still be placed by telephone), the industry consensus is that “OTCBB is a shell of what it once was”
and “is all but obsolescent now.” Will Kenton, Over-The-Counter Bulletin Board (OTCBB), last updated Apr. 11, 2019
(available online at investopedia.com).

January
20, 2021

United
States Securities and Exchange Commission

Page
3 of 4

Given
the applicable Rule and Instruction and the SEC’s own interpretation thereof, as described above, and the SEC’s repeated
public statements that its current policy is to support small companies in their securities capital raising efforts, as well as
the actual facts of the trading markets, we respectfully request that the Registrant be allowed, as expressly authorized by said
Instruction #2, to provide disclosure of pricing methodology rather than a fixed price.

If
such request will not be granted, then, for the same reasons explained above, we respectfully request that the Registrant be allowed
at least to disclose a price range in which the securities covered by the subject registration will be sold.

Response
to Comment #2:

We
have reviewed the referenced General Instruction VII.D.1(c) to Form S-1, which instruction prohibits incorporation by a “penny
stock” registrant, as such term is defined in Rule 3a51-1 of the Exchange Act (§240.3a51-1). Such Rule includes as
part of the definition, the following express exception for a Registrant’s being treated as a “penny stock:”

§
240.3a51-1 Definition of “penny stock”.

For
purposes of section 3(a)(51) of the Act, the term “penny stock” shall mean any equity security other than a security:

.
. .

(g)
Whose issuer has:

.
. .

(2)
Average revenue of at least $6,000,000 for the last three years.

(3)
For purposes of paragraph (g) of this section, net tangible assets or average revenues must be demonstrated by financial statements
dated less than fifteen months prior to the date of the transaction that the broker or dealer has reviewed and has a reasonable
basis for believing are accurate in relation to the date of the transaction, and:

January
20, 2021

United
States Securities and Exchange Commission

Page
4 of 4

(i)
If the issuer is other than a foreign private issuer, are the most recent financial statements for the issuer that have been
audited and reported on by an independent public accountant in accordance with the provisions of 17 CFR 210.2-02 . . ..

Based
on the Registrant’s most recent financial statements that have been audited and were opined on and filed less than 15 months
prior to the date hereof, the Registrant’s average annual revenue for its most recent three fiscal years for which audited
financial statements have been filed was $14,992,137. Please see calculation of same attached to this letter.

Based
on the above explanation, we respectfully request the SEC’s confirmation of the Registrant’s right to incorporate
by reference into the subject Registration Statement on Form S-1.

We
respectfully request your response to the above two points, after which the Registrant will file an amendment incorporating in
the filing Comments #3 and #4 and requesting the Registration Statement to be made effective.

Thank
you for your attention to this matter.

    Very
    truly yours,

    /s/ Seth
    A. Akabas

    Seth
    A. Akabas

    cc:

    Transportation
    and Logistics Systems, Inc.

    Attachment

Transportation
& Logistics Systems, Inc. (“TLSS”)

SEC
Comment Letter

Comment
No. 2

    Year Ended December 31,

    2019
    2018
    2017

    (a)
    (b)
    (c)

    Net Revenues per Audited Financial Statements (See Footnotes Below)
    $ 31,356,251.00
    $ 13,620,160.00
    $ 1,301,332.00

    AVG Annual Net Revenues ((a+b+c)/3)

    $ 15,425,914.33

    Year Ended December 31,

    2019
    2018
    2017

    (a)
    (b)
    (d)

    Net Revenues per Audited Financial Statements (See Footnotes Below)
    $ 31,356,251.00
    $ 13,620,160.00
    $ -

    AVG Annual Net Revenues ((a+b+d)/3)

    $ 14,992,137.00

Footnotes:

(a)
Derived from TLSS Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed on May 29, 2020.

(b)
Derived from TLSS Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed on May 29, 2020.

(c)
Derived from TLSS Annual Report on Form 10-K for the fiscal year ended December 31, 2018 filed on April 16, 2019.

(d)
Since TLSS 2017 financial statements were opined on more than fifteen months prior to the date of the transaction, $0 net revenues
have been attributed to 2017.

United States securities and exchange commission logo
December 11, 2020
John Mercadante
Chief Executive Officer
Transportation and Logistics Systems, Inc.
5500 Military Trail, Suite 22-357
Jupiter, FL 33458
Re:Transportation and Logistics Systems, Inc.
Registration Statement on Form S-1
Filed December 1, 2020
File No. 333-251059
Dear Mr. Mercadante:
            We have limited our review of your registration statement to those issues we have
addressed in our 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
circumstances 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.
Registration Statement on Form S-1 filed December 1, 2020
Cover Page
1.We note you disclose that your common stock is quoted on the OTC Pink Tier of the OTC
Markets and that the selling stockholders will determine the price at which they may sell
the shares.  Please revise here, and make corresponding changes elsewhere in the
prospectus, to disclose a fixed price at which shares will be sold until your shares are
listed on a national securities exchange or quoted on the OTC Bulletin Board, OTCQX or
OTCQB, at which time they may be sold at prevailing market prices or in privately
negotiated transactions.  Refer to Item 501(b)(3) of Regulation S-K.

 FirstName LastNameJohn Mercadante
 Comapany NameTransportation and Logistics Systems, Inc.
 December 11, 2020 Page 2
 FirstName LastName
John Mercadante
Transportation and Logistics Systems, Inc.
December 11, 2020
Page 2
Incorporation by Reference of Certain Documents, page 1
2.Please tell us why you are eligible to incorporate by reference.  It appears that you are a
registrant for an offering of penny stock.  Please refer to General Instruction VII.D.1(c) of
Form S-1.  Alternatively, revise your reference to incorporation by reference and provide
all required disclosure within the prospectus.
Description of the Private Placement
Triggering Events, page 21
3.We note you disclose that 133,336,082 shares of common stock are issuable upon the
conversion of 49,977 shares of outstanding Series E Convertible Preferred Stock assuming
a Triggering Event has occurred and is continuing.  We also note you disclose that unless
a Triggering Event has occurred and is continuing, only 47,977,000 shares of common
stock are issuable upon conversion of the outstanding Series E Convertible Preferred
Stock. Please clarify how you intend to notify shareholders as to the occurrence and
continuation of a Triggering Event.
Legal Matters, page 35
4.We note you disclose that the validity of the securities has been passed upon by Flangas
Law Group.  Please update your exhibit index to include counsel's legal opinion and file
such counsel's opinion and consent as an exhibit.  Refer to Item 601(b)(5) and Item
601(b)(23) of Regulation S-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Anuja A. Majmudar, Attorney-Adviser, at (202) 551-3844 or, in her
absence, Karina Dorin, Attorney-Adviser, at (202) 551-3763 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Seth A. Akabas, Esq.

CORRESP
1
filename1.htm

TRANSPORTATION
AND LOGISTICS SYSTEMS, INC.

3
Riverway, Suite 1430

Houston,
Texas 77056

Telephone:
(713) 481-3340

    November
6, 2019

VIA
EDGAR

Timothy S. Levenberg, Esq.

Special Counsel

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities & Exchange Commission

100
F Street, NE

Washington, D.C. 20549

    Re:
    Transportation
    and Logistics Systems, Inc.

    Registration
        Statement on Form S-1,

        File
        No. 333-234158

Dear
Mr. Levenberg:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Transportation
and Logistics Systems, Inc. (the “Company”) respectfully requests that the effective date of the registration statement
referred to above be accelerated so that it will become effective at 11:00 a.m., Eastern Standard Time, on Friday, November 8,
2019, or as soon as thereafter possible. The Company acknowledges that: (1) 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; (2) 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 (3) 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.

    Very
    truly yours,

    By:

    /s/
    John Mercadante

    Name:

    John
    Mercadante

    Title:
    Chief
    Executive Officer

October 18, 2019
John Mercadante
President, Chief Executive Officer, and Chairman
Transportation and Logistics Systems, Inc.
3 Riverway, Suite 1430
Houston, Texas 77056
Re:Transportation and Logistics Systems, Inc.
Registration Statement on Form S-1
Filed October 10, 2019
File No. 333-234158
Dear Mr. Mercadante:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Timothy S. Levenberg, Special Counsel, at (202) 551-3707 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       M. Ali Panjwani

Mail Stop 3561

May 9 , 2017

Steven Yariv
Chief Executive Officer
PetroTerra Corp.
980 N. Federal Highway, Suite 304
Boca Raton, FL 33432

Re: PetroTerra Corp.
 Form 8 -K
Filed April 5,  2017
File No. 001 -34970

Dear Mr . Yariv :

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Donald E. Field

Donald E. Field
Attorney -Advisor
Office of Transportation and Leisure

CORRESP
1
filename1.htm

M.
ALI PANJWANI

Partner

DIRECT
TEL: 212-326-0820

DIRECT
FAX: 212-798-6319

ali.panjwani@pryorcashman.com

May
3, 2017

Via
Edgar

Securities
and Exchange Commission

Division
of Enforcement

100
F Street, N.E.

Washington,
D.C. 20549

    Attention:
    Mr.
    Donald E. Field

    Attorney-Advisor

    Re:
    PetroTerra
    Corp.

    Form
    8-K

    Filed
    April 5, 2017

    File
    No. 001-34970

Dear
Mr. Field:

On
behalf of PetroTerra Corp. (the “Company”), set forth below are responses to the request for information and documents
of the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) contained in your letter,
dated April 28, 2017 (the “Comment Letter”) relating to the Current Report on Form 8-K filed by the Company on April
5, 2017 (the “Form 8-K”). The numbered paragraphs of this letter correspond to the paragraph numbers contained in
the Comment Letter. To facilitate the Staff’s review, we have reproduced the text of the Staff’s comments in italics
below. Capitalized terms used and otherwise not defined herein shall have the meanings assigned to such terms in the Form 8-K.

    1.
    Please
    amend your filing to provide the signature page required by the Form 8-K.

Response:

In
response to the Staff’s comments, the Company is concurrently filing Amendment No. 1 to the Form 8-K to provide the Company’s
signature page.

*
* *

Securities
and Exchange Commission

May
3, 2017

Page
2

If
you have any questions with respect to the foregoing, please contact me at (212) 326-0820.

    Very
    truly yours,

    /s/
    M. Ali Panjwani

    M.
    Ali Panjwani

    cc:
    Mr.     Steven Yariv

Mail Stop 3561

April 28, 2017

Steven Yariv
Chief Executive Officer
PetroTerra Corp.
980 N. Federal Highway, Suite 304
Boca Raton, FL 33432

Re: PetroTerra Corp .
 Form 8 -K
Filed April  5, 2017
File No. 001 -34970

Dear Mr . Yariv :

We have limited our review of your filing to the issues we have addressed in our
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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your r esponse.

After reviewing your response to these comments, we may have additional comments.

General

1. Please amend your filing to provide the signature page required by Form 8 -K.

We remind you that the company and its management are responsible for t he accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Steven Yariv
PetroTerra Corp.
April  28, 201 7
Page 2

Please contact John Stickel at (202) 551 -3324 or me at (202) 551 -3680 with any
questions  you may have .

Sincerely,

 /s/ Donald E. Field

Donald E. Field
Attorney -Advisor
Office of Transportation and Leisure

April 7, 2014

Via E -mail
John Barton
President,  Chief Executive  Officer   & Chief Financial Officer
Petroterra Corp.
607 28 1/4 Road, Suite 115
Grand Junction, CO 81506

Re: Petroterra Corp.
 Form 10-K for Fiscal Year Ended March 31 , 2013
Filed on July 17 , 2013
Form 10 -Q for Quarter Ended December 31, 2013
Filed on February 19, 2014
File No. 001 -34970

Dear Mr. Barton:

We have completed our review of your filings. We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with  respect to the company or the filings and the company may not ass ert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States. We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filings to be  certain that the filings includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Lyn Shenk

 Lyn Shenk
Branch Chief

CORRESP
1
filename1.htm

     CORRESP

    March
    18, 2014

Via
E-Mail

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

Attn:
David R. Humphrey

    Re:

    Petroterra
    Corp.

    Form
    10-K for Fiscal Year Ended March 31, 2013

    Filed
    on July 17, 2013

    Form
    10-Q for Quarter Ended December 31, 2013

    File
    No. 001-34970

Dear
Mr. Humphrey:

PetroTerra
Corp. (the “Company”) hereby transmits its response to the letter received by us from the staff (“Staff”)
of the Securities and Exchange Commission (the “SEC”) dated March 5, 2014, regarding the Company’s Form
10-K for Fiscal Year Ended March 31, 2013 (the “Form 10-K”) submitted on July 17, 2013, and the Company’s
Form 10-Q for Quarter Ended December 31, 2013 (the “Form 10-Q”). For your convenience, we have repeated below
the Staff’s comments in bold and have followed each comment with the Company’s response.

Form
10-K for Fiscal Year Ended March 31, 2013

Item
9A(T) Controls and Procedures

Evaluation
of Disclosure Controls and Procedures, page 18

1.
Your conclusion regarding the effectiveness of disclosures controls and procedures does not state the entire definition of disclosure
controls and procedures as defined in Exchange Act Rules 13a-15(e) and 15d-15(e). Specifically, you did not indicate that disclosure
controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the
Act is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure. Although
there is no requirement to disclose the full definition, specific reference to only a portion of the definition gives the appearance
of limiting management’s conclusion solely to the portion referred to. Please represent to us and please revise future filings
to state management’s conclusion in regard to the company’s disclosure controls and procedures as fully defined in
Exchange Act rules 13a-15(e) and 15d-15(e).

2. We
note that you have not specifically provided a conclusion as to the effectiveness of your internal controls over financial reporting
(“ICFR”). Please amend your Form 10-K to clearly and specifically state a conclusion on your evaluation of the effectiveness
of your ICFR.

3.
Given the omission mentioned in the comment above, please reassess and conclude on the effectiveness of your disclosure controls
and procedures.

We
respectfully advise the Staff that we will revise our Form 10-K in accordance with each of Comment 1, Comment 2 and Comment 3.
Accordingly, we will address each of the foregoing comments together.

During
the fiscal year ended March 31, 2013 and through the date on which the Form 10-K was filed, the current management of the Company
was not involved in determining the effectiveness of the disclosure controls and procedures and internal control over financial
reporting of the Company since our current sole officer and director was only appointed after a change in control of the Company
occurred pursuant to a share purchase agreement, dated as of October 2, 2013 (reported by the Company on a Current Report on Form
8-K filed with the SEC on October 4, 2013). After receiving the Staff’s comments, our current management reviewed the Form
10-K along with all other publicly available information in order to provide a reasonable assessment of the Company’s disclosure
controls and procedures and internal control over financial reporting as of the year ended March 31, 2013. Upon completion of
their assessment, management determined that the disclosure controls and procedures and internal control over financial reporting
of the Company were not effective. Accordingly, the Company will revise its Form 10-K to delete “Item 9A(T). Controls and
Procedures” in its entirety and add “Item 9A. Controls and Procedures” as follows:

“ITEM
9A. CONTROLS AND PROCEDURES

Our
management carried out an evaluation of the effectiveness of the design and operation of the Company’s “disclosure
controls and procedures” and “internal control over financial period” (as each is defined in Rule 13a-15 of
the Exchange Act) for the year ended March 31, 2013.

Disclosure
Controls and Procedures

Disclosure
controls and procedures are designed with the objective of ensuring that (i) information required to be disclosed in our reports
filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and
forms of the Securities and Exchange Commission and (ii) information is accumulated and communicated to management as appropriate
to allow timely decisions regarding required disclosures. Based on management’s evaluation, management concluded that the
Company’s disclosure controls and procedures are not effective.

Management’s
Report on Internal Control over Financial Reporting

Our
management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is
defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our sole officer, the Company conducted
an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Internal control over financial reporting
is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies
and procedures that (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions
and dispositions of the assets of the Company; (b) provide reasonable assurance that transactions are recorded as necessary to
permit the preparation of financial statements in accordance with generally accepted accounting principles and that receipts and
expenditures of the Company are being made only in accordance with authorizations of the our management and directors; and (c)
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s
assets that could have a material effect on the financial statements. Based on our evaluation under the framework in Internal
Control—Integrated Framework, our management concluded that our internal control over financial reporting was not effective
as of March 31, 2013.”

We
further acknowledge that in our future filings we will provide the entire definition of disclosure controls and procedures as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e).

Other

4.
Data about your company included in the SEC’s EDGAR system includes the company’s current fiscal year end. However,
it appears that the fiscal year end listed for your company does not agree with the actual fiscal year end of your most recent
annual periodic report. Please correct the fiscal year end listed in EDGAR as follows:

    ●
    log
    onto your account at https://www.edgarfiling.sec.gov

    ●
    select
    “retrieve/edit data” from the left-side menu

    ●
    select
    “retrieve company information”

    ●
    select
    “edit company information” at the bottom of the screen

    ●
    enter
    the month and day of your fiscal year end (e.g., “1231” or “0630”) in the “fiscal year end”
    field

    ●
    and
    finally select “submit change” at the bottom of the screen.

If
your fiscal year end is not a fixed date and instead varies by a few days each year pursuant to your articles of incorporation
(e.g., the first Tuesday following May 31st), please list your fiscal year end for this purpose as the fixed date on which your
fiscal year end is based (e.g., May 31st, or “0531”).

We
respectfully advise the Staff that we have updated all of the Company’s records to indicate that the Company’s fiscal
year end is March 31.

Form
10-Q for Quarter Ended December 31, 2013

Note
3. Summary of Significant Accounting Policies, page 4

Website,
page 5

5.
Please tell us in further detail the nature of the costs capitalized as “website” on your balance sheet.

We
respectfully advise the Staff that the capitalized costs of the Company’s website of $29,253 included third party vendor
costs to develop the initial website of $15,945, website content costs of $12,110 and graphics costs of $1,198. The website application
and infrastructure is developed for the Company’s internal needs pursuant to ASC 350-50, “Intangibles - Goodwill and
Other - Website Development Costs”.

Note
4. Acquisition of Oil and Gas Properties, page 6

6.
We note the title of the footnote states acquisition of oil and gas properties, while the narrative in the footnote describes
the transaction as an assignment of a lease, assignment of rights under a certain purchase agreement, and ownership of leases.
Accordingly, please clarify for us in further detail the nature, substance and terms of the transaction.

We
respectfully advise the Staff that we will revise our Form 10-Q to properly clarify the nature, substance and terms of the transaction.
Specifically, we will amend and restate “4. Acquisition of Oil and Gas Properties” in its entirety as follows:

“4.
ASSIGNMENT OF OIL AND GAS PROPERTIES

On
November 18, 2013, the Company entered into an assignment of lease (the “Agreement”) whereby Ardmore Investments Inc.
(“Ardmore”) assigned to us its rights under a certain purchase agreement (the “Purchase Agreement”), dated
August 8, 2013, between Ardmore and Pioneer Oil and Gas (“Pioneer”) involving the sale of 5,905.54 acres of oil and
gas leases located in the Central Utah Thrust Belt in Beaver County and Sevier County, Utah, respectively, and currently owned
by Pioneer (the “Leases”).

Ardmore
assignment agreement

Per
the terms of the Agreement, we issued to Ardmore 500,000 shares of our common stock on November 18, 2013, and, in order to complete
the assignment contemplated by the Agreement, we will issue to Ardmore an additional 500,000 shares of our common stock upon the
transfer to us of ownership in the Leases which must occur on or before April 12, 2014.

Pioneer
Purchase Agreement

The
Purchase Agreement required a purchase price of $365,000 for conveyance by Pioneer of the Leases. The first and second installment
payments of an aggregate of $65,000 under the Purchase Agreement were completed by Ardmore to which the Company is not obligated
to reimburse Ardmore. The remaining $300,000 shall be made by $100,000 installments payments payable on or before December 12,
2013, February 12, 2014 and April 12, 2014, respectively.

On
December 12, 2013 and February 12, 2014, the Company completed two of its installment payments to Pioneer. Upon completion of
the final installment the leases will be conveyed to the Company.”

7.
We further note that your website states PetroTerra Corp currently owns a 100% working interest and 80% net revenue interest in
three leases. Please further clarify this statement for us. Additionally, please advise how this statement reconciles to the disclosure
in your filing.

 We
respectfully advise the Staff that upon the closing of the purchase of the Leases, the Company will have a 100% working interest
in the leased properties and an 80% interest in the net revenue generated from the Leases. Accordingly, we have updated our website
to reflect that our working interest and revenue interest are contingent upon the closing of the Purchase Agreement.

8.
Please tell us how you determined the value assigned to the line item “Oil & Gas Exploration” on your balance
sheet. Please tell what guidance you relied upon and how you determined your valuation was appropriate. Additionally, please tell
us how you determined that these costs were recoverable.

We
respectfully advise the Staff that the value assigned to the properties consisted of the $100,000 installment payment made to
Pioneer on December 12, 2013 required by the Purchase Agreement and the value of the 500,000 shares issued to Ardmore required
under the assignment agreement valued at $250,000. Due to the lack of an active market of the Company’s common stock, the
fair value of the common stock transferred was determined based on the price at which the Company’s shares were being sold
in the private placement to Ardmore Investments. The costs incurred to lease the unproved property is capitalized when incurred
pursuant to ASC 932-360-25, “Extractive Activities - Oil and Gas”.

Furthermore,
as the Company had not completed the full assignment of the lease agreement, an evaluation of the unproved property was not contemplated
until the fiscal year end reporting pursuant to ASC 360-10-35, “Property, Plant and Equipment - Subsequent Measurement”.

9.
Please tell the nature of the installment payments being made to Pioneer Oil and Gas as it appears that your transaction is with
Ardmore Investments Inc.

We
respectfully advise the staff that the Agreement entered into with Ardmore Investments on November 18, 2013 assigned the Purchase
Agreement between Ardmore and Pioneer Oil and Gas.

Note
5. Common Stock, page 6

10.
Please tell us to whom the 150,000 shares of common stock sold on November 1, 2013 were sold to and whether the buyer is a related
party.

We
respectfully advise the Staff that the 150,000 shares of common stock sold on November 1, 2013 were sold pursuant to a stock purchase
agreement with Ardmore. We do not believe that Ardmore is an affiliate to, or otherwise a related party of, the Company.

11.
Please tell us to whom the 300,000 shares of common stock sold on December 19, 2013 were sold to and whether the buyer is a related
party.

We
respectfully advise the Staff that the 300,000 shares of common stock sold on December 19, 2013 were sold pursuant to a stock
purchase agreement with Ardmore. We do not believe that Ardmore is an affiliate to, or otherwise a related party of, the Company.

*******************

In
making this response the Company acknowledges 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 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 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.

We
thank the Staff in advance for its consideration of the enclosed and the foregoing responses. Should you have any questions concerning
the foregoing responses, please contact our counsel Richard Anslow, Esq., at (212) 370-1300.

    Very
    truly yours,

    /s/
    John Barton

    John
    Barton

March 5, 2014

Via E -mail
John Barton
President,  Chief Executive  Officer  & Chief Financial Officer
Petroterra Corp.
607 28 1/4 Road, Suite 115
Grand Junction, CO 81506

Re: Petroterra Corp.
 Form 10-K for Fiscal Year Ended March 31 , 2013
Filed on July 17 , 2013
Form 10 -Q for Quarter Ended December 31, 2013
Filed on February 19, 2014
File No. 001 -34970

Dear Mr. Barton:

We have reviewed your filing s 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 within 10 business days by confirming that you will revise
your document i n future filings and amending your filing for comment  number 2  and providing
any requested information.   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 any amendment to your filing and the information you provide in
response to these  comments, we may have additional comments.

Form 10 -K for Fiscal Year Ended March 31 , 2013

Item 9A(T) Controls and Procedures

Evaluation of Discl osure Controls and Procedures, page 18

1. Your conclusion regarding the effectiveness of disclosures controls and procedures does
not state the entire definition of disclosure controls and procedures as defined in
Exchange Act Rules 13a -15(e) and 15d -15(e). Specifically, you did not indicate that
disclosure controls and procedures are designed to ensure that information required to be
disclosed in reports filed or submitted under the Act is accumulated and communicated to

John Barton
 Petroterra Corp.
 March 5, 2014
 Page 2

 management as appropriate to allow ti mely decisions regarding required disclosure.
Although there is no requirement to disclose the full definition, specific reference to only
a portion of the definition gives the appearance of limiting management’s conclusion
solely to the portion referred t o. Please represent to us and please revise future filings to
state management’s conclusion in regard to the company’s disclosure controls and
procedures as fully defined in Exchange Act rules 13a -15(e) and 15d -15(e).

2. We note that you have not specifical ly provided a conclusion as to the effectiveness of
your internal controls over financial reporting (“ICFR”). Please amend your Form 10 -K
to clearly and specifically state a conclusion on your evaluation of the effectiveness of
your ICFR.

3. Given the omiss ion mentioned in the comment above, please reassess and conclude on
the effectiveness of your disclosure controls and procedures.

Other

4. Data about your company included in the SEC’s EDGAR system includes the company’s
current fiscal year end.  However, it appears that the fiscal year end listed for your
company does not agree with the actual fiscal year end of your most recent annual
periodic report.  Please correct the fiscal year end listed in EDGAR as follows:
 log onto your account at https://www.edgarfiling.sec.gov
 select “retrieve/edit data” from the left -side menu
 select “retrieve company information”
 select “edit company information” at the bottom of the screen
 enter the month and day of your fiscal year end (e.g., “1231” or “0630”) in the “fiscal
year end” field
 and finally select “submit change” at the bottom of the screen.

If your fiscal year end is not a fixed date and instead varies by a few days each year
pursuant to your articles of incorporat ion (e.g., the first Tuesday following May 31st),
please list your fiscal year end for this purpose as the fixed date on which your fiscal year
end is based (e.g., May 31st, or “0531”).

Form 10 -Q for Quarter  Ended December 31 , 2013

Note 3. Summary of Significant Accounting Policies, page 4

Website, page 5

5. Please tell us in further detail the nature of the costs capitalize d as “website ” on your
balance sheet .

John Barton
 Petroterra Corp.
 March 5, 2014
 Page 3

 Note 4. Acqui sition of Oil and Gas Properties, page 6

6. We note the title of the footnote states acquisition of oil and gas properties, while the
narrative in the footnote describes the transaction as an assignment of a lease, assignment
of rights under a certain purchase agreement, and ownership of leases. Accordingly,
please clarify for us in further detail the nature, substance and terms of the transaction.

7. We further note that your website states PetroTerra Corp currently owns a 100% working
interest and 80% net revenue interest in t hree leases.  Please further clarify this statement
for us. Additionally, please advise how this statement reconciles to the disclosure in your
filing.

8. Please tell us how you determined the value assigned to the line item “Oil & Gas
Exploration” on your ba lance sheet. Please tell what guidance you relied upon and how
you determined your valuation was appropriate. Additionally, please tell us how you
determined that these costs were recoverable.

9. Please tell the nature of the installment payments being made to Pioneer Oil and Gas as it
appears that your transaction is with Ardmore Investments Inc.

Note 5. Common Stock, page 6

10. Please tell us to whom the 150,000 shares of common stock sold on November 1, 2013
were sold to and whether the buyer is a related p arty.

11. Please tell us to whom the 300,000 shares of common stock sold on December 19, 2013
were sold to and whether the buyer is a related party.

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 the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny 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.

 In responding to our comments, please provide a written statement from the co mpany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

John Barton
 Petroterra Corp.
 March 5, 2014
 Page 4

  the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Aamira Chaudhry at 202 -551-3389 if you have ques tions regarding
comments on the financial statements and related matters.  Please contact me at 202 -551-3380
with any other questions.

Sincerely,

 /s/ David R. Humphrey, for

 Lyn Shenk
Branch Chief

December 30, 2011
 Via E-mail

Fred Knight Chief Executive Officer Loran Connection Corporation 4326 193rd Avenue SE Issaquah, WA 98027
Re: Loran Connection Corporation
Preliminary Information Statement on Form 14C Filed December 21, 2011 File No. 001-34970

 Dear Mr. Knight:
We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,

 /s/ Max A. Webb
Max A. Webb Assistant Director
  cc:  Via E-mail

 Chris Wilson, Esq.

CORRESP
1
filename1.htm

SEC Response Letter

9110 Irvine Center Drive

Irvine, California 92618

T:  949.752.1100

F:  949.752.1144

 Law Offices of

 Christopher A. Wilson

C:  949.922.8268

E:  cwilson@whp-law.com

Wilson, Haglund & Paulsen, P.C.

December 28, 2011

BY FIRST CLASS MAIL AND

FACSIMILE  (202) 772-9185

Division of Corporation Finance

Tanya Aldave,Esq., Staff Attorney

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

Loran Connection Corp

Requested changes to Preliminary Schedule 14C

Dear Ms. Aldave:

On behalf of Loran Connection Corp (the “Company”) we are responding to your verbal comments on the Company’s Preliminary Schedule 14C that each proposed change to the Articles of Incorporation be separated as individual enumerated proposals.  We have made the requested changes (see attached copy marked to show all changes) and have filed a revised Preliminary Schedule 14C with the Securities and Exchange Commission.

Please contact or send any correspondence regarding the Preliminary Schedule 14C revisions to the undersigned at the address and phone/fax number appearing on the letterhead.

Very truly yours,

/s/ Christopher A. Wilson, Esq.

Christopher A. Wilson, Esq.

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                             LORAN CONNECTION CORP.
                         190 Dzerjinskogo St., Ovidiopol
                               Odesska obl., 67801

October 26, 2009

VIA EDGAR

Mathew Spitzer
Attorney-Advisor
Division of Corporate Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, DC  20549

Dear Sir:

Re: Loran Connection Corp. (the "Company")
    Registration Statement on Form S-1
    Filed: May 28, 2009, July 22, 2009, August 6, 2009, September 21, 2009,
    October 6, 2009 and October 13, 2009
    File No. 333-159517
--------------------------------------------------------------------------------

I am President of the Company and write this letter on behalf of the Company. At
this time I respectfully apply for an acceleration of the effective date of the
Registration Statement for the Company for Wednesday, October 28, 2009 at 4:00
p.m. EDT.

The Company acknowledges that the disclosure in the filing is the responsibility
of the Company. The Company represents to the Commission 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 Company further acknowledges that 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 disclosures in the filing.

The Company represents that it will 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.

Please let me know if you require any further information.

Yours truly,

LORAN CONNECTION CORP.

Per: /s/ Larysa Dekhtyaruk
-----------------------------------
Larysa Dekhtyaruk
President & C.E.O.
</TEXT>
</DOCUMENT>

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

       DIVISION OF
CORPORATION FINANCE

  September 2, 2009

Via U.S. Mail and Facsimile to
 Larysa Dekhtyaruk-Chief Executive Officer Loran Connection Corp. 190 Dzerjinskogo St., Ovidiopol, Odesska obl., 67801, Ukraine  Dear Ms. Dekhtyaruk:   Your most recent Form S-1/A filed on August 11, 2009 includes financial statements audited by Moore and Associates  Chartered (“Moore”).  On August 27, 2009,
the Public Company Accounting Oversight Bo ard ("PCAOB") revoked the registration of
Moore because of violations of PCAOB ru les and auditing standards in auditing the
financial statements, PCAOB rules and quality controls standards, and Section 10(b) of
the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and noncooperation
with a Board investigation.  You can  find a copy of the order at http:
http://www.pcaobus.org/Enforcement/Disci plinary_Proceedings/2009/08-27_Moore.pdf

  As Moore is no longer registered with the PCAOB, you may not include Moore’s
audit reports or consents in  your filings with the Commission made on or after August 27,
2009.  If Moore audited a year that you are re quired to include in your filings with the
Commission, then you should engage a firm that  is registered with the PCAOB to re-
audit that year.    In your disclosure under Item 11(i) of Form S-1/A, please disclose that the
PCAOB revoked the registration of Moore on August 27, 2009 because of violations of
PCAOB rules and auditing standards in audi ting financial statements, PCAOB rules and
quality controls standards, and Section 10(b)  of the Securities Ex change Act of 1934 and
Rule 10b-5 thereunder, and noncooperati on with a Board investigation.

If you are unable to obtain an Exhibit 16 letter from Moore at the time you file
your registration statement, please  also disclose this fact under Item 11(i) of Form S-1/A.
Refer to Item 11(i) of Form S- 1 and Item 304 of Regulation S-K.

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

       DIVISION OF
CORPORATION FINANCE

Please advise us as to how you intend to address any re-audit requirements no
later than September 16, 2009.  If you have a ny questions, you may contact Juan Migone
at 202-551-3312.

Sincerely,

       Senior Assistant Chief Accountant

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

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

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 3561
June 22,2009
ViaInternational Mail
Larysa Dekhtyaruk
Chief Executive Officer
Loran Connection Corp.
190 Dzerjinskogo St., Ovidiopol,
Odesska obl., 67801,
Ukraine
Re: Loran Connection Corp.
Registration Statement on Form S -1
FiledMay 28, 2009
File No. 333 -159517
Dear M s. Dekhtyaruk :
We have reviewed your filing and have the following comments. Where
indicated, we think you should revise your document in response to these comments. If
you disagree, we will conside r your explanation as to why our comment sareinapplicable
or a revision is unnecessary. Please be as detailed as necessary in your explanation. In
some of our comments, we may ask you to provide us with information so we may better
understand your discl osure. After reviewing this information, we may raise additional
comments.
Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in y our filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or any other aspect of our
review. Feel free to call us at the telephone numbers l isted at the end of this letter.
General
1.We n ote the disclosure on page 25 that you will need to obtain additional
financing to operate y our business for the next six months. Please advise us what
consideration youhave given to providing your financial statements on a
liquidation basis.

Larysa Dekhtyaruk
Loran Connection Corp.
June 22, 2009
Page 2
Calculatio n of Registration Fee, page 2
2.We note that you have placed the number (2) indicating a second footnote to this
table regarding your reported registration fee. The underlying footnote, however,
is missing. Please either provide the footnote or delete the reference number.
Prospectus Cover Page, page 3
3.Please disclose here that there is no current market for your shares.
Prospectus Summary, page 5
4.Please add disclosure in this section noting that your auditor has issued a going
concern opinion.
5.Please disclose prominently in the Summary that you will need to obtain
additional financing to operate your business for the next six months. See page
25.
Termination of the Offering, page 5
6.Please revise the sentence to add “but in no event later than [ twoyears from the
effective date of the registration] ”and fill in the blank in your 424 prospectus.
Risk Factors, page 6
7.Please add a risk factor addressing the impact of the current worldwide slump on
the tourist market in Ukraine, or tell us why it is in applicable.
When our Shares of Common Stock Commence Trading, page 10
8.We suggest changing the “when” in the heading to “if.” Also, please revise to
clarify that one of the factors that will sharply limit liquidity of the shares is the
extremely small nu mber of holders.
Any Additional Funding We Arrange, page 11
9.Please quantify here the amount of additional capital you believe you will need in
order for your business plan to succeed. Elsewhere, in an appropriate place,
please give a breakdown of this a mount by category so that investors can judge
how realistic your business plan is.

Larysa Dekhtyaruk
Loran Connection Corp.
June 22, 2009
Page 3
We have no experience as a public company, page 11
10.Please add to this risk factor that you may be unable to absorb the costs associa ted
with being a public company and, if possible, provide your best estimate of the
costs of being public so that investors can gauge the seriousness of the risk.
Dilution, page 12
11.Since there is no dilution involved here because the shares of the selling
shareholders are already outstan ding, we suggest you delete this section.
Description of Securities, page 16
12.We note your statement in this section that as of March 31, 2009, you had 30
stockholders of record. This date is inconsistent with the date provided on page
22, which provides therecord date as the date of the registration statement.
Please revise to reconcile this inconsistency. Refer alsoto comment 21.
Description of Business, page 18
13.Please r evise this section to disclose the current state of your business. N ote that
the description of your business is intended to be an accurate description of your
business at the time of effectiveness. The majority of your current disclosure ,
however, provides a description of your aspirations and what you anticipate for
the company once it is fully operational .You should, additionally, provide
information regarding any affirmative steps that you have taken to move your
business closer to a stage thatyou anticipate will generate revenue.
14.Please revise the second sentence of the fi rst par agraph of this section to clarify
that one of the services you intend to provide is “finding” accommodations, not
providing accommodations. See the third bullet under “Reception and Support
Services.”
15.Please substantially revise the Business secti on to eliminate marketing language
aimed at tourists such as the last sentence of the third paragraph of this section:
“Hospitable Ukrainians will be delighted to introduce Slavic culture to their
foreign guests.” This prospectus is for selling securitie s, not vacations.
Reception and Support Services, page 18
16.As drafted, your business plan here does not make sense. Please revise to clarify,
if true, that your company will have already arranged such matters as
accommodation, organization of tours, etc. , prior to arrival of your customers at
the airport, not “at and after reception.”

Larysa Dekhtyaruk
Loran Connection Corp.
June 22, 2009
Page 4
17.If other venues, such as tourist bureaus, provide some or all of your support
services for free, such as providing a list of restaurants or inexpensive
accommodations, please disclose and clarify why you believe that tourists would
pay you for services available elsewhere for free.
Website Marketing Strategy, page 20
18.Please revise the first sentence of this section to disclose the anticipated cost of
developing your websit e, if known.
19.Please revise to clarify the terms of your purchase of advertising space from the
US–Ukraine Foundation of Washington, D.C. You have not identified any
expenses in your financials that would reflect this. If the costs will be paid at a
later date, please discuss the terms of this future commitment in your
Management’s Discussion and Analysis Section and how it will affect your
liquidity .Also, please file the agreement as an exhibit with your next amendment.
Offices, page 21
20.Please tell us why you have selected the completion of the offering as the date
you will establish an office elsewhere. We note that this is a selling shareholder
offering which will not provide any funds for your company.
Market for Common Equity and Related Shareh older Matters, page 22
21.Please p rovide adefinitive record date for the number of your stockholders . This
measurement should be as of the most recent practicable date. Refer to Item 201
of Regulation S -K.
22.Please revise the first sentence to clarify that the 2.9 million shares will be
available for resale subject to the limitations you mention once you are subject to
the 34 Act for 90 days.
Plan of Operation, page 24
23.Please revise in the next amendment to disclose the costs you are budgeting for
each of the items mentioned. Also, please file any agreements which you have
negotiated and describe their terms in the Business section.
Available Information, page 26
24.Please disclose whether you will be required to file reports, other than this
registration statement, with the Securities and Exchange Commission and, if so,
what reports will be required. Also ,disclose whether you will be required to send
annual reports to security holders. If not, disclose whether you will do so

Larysa Dekhtyaruk
Loran Connection Corp.
June 22, 2009
Page 5
voluntarily and whether you will provide audited financials with the reports .
Refer to Item 101(h)(5) of Regulation S -K.
Security Ownership of Certain Beneficial Owners and Management, page 29
25.Please revise this table to provide separate disclosures for each beneficial owner ,
required under Item 403 ,to show to the number of shares owned by each and the
percentage of the outstanding shares those number s represent . This disclosure
should be in addition to the disclosure regarding the percentage of ownership by
management in the ag gregate.
Certain Relationships and Transactions, page 29
26.Please revise to disclose the sale of shares to Larysa Dekhtyaruk and Artem Kruk,
both related parties, in this section.
27.Please also revise to disclose within this section the transaction discus sedunder
Note 5 to your financial statements onpage F -11.Include the name of the related
party.
Outside Back Cover Page
28.Please add the dealer prospectus delivery obligation language required by Item
502(b) of Regulation S -K.
Other Expenses of Issu ance and Distribution, page II -1
29.Please revise to disclose printing fees associated with your distribution of the
prospectus, if any.
Recent Sales of Unregistered Securities, page II -3
30.We note that the dates for your issuance of shares differ between pa ragraphs one
and four of this section. The first paragraph states that you issued 900,000 shares
to Larysa Dekhtyaruk on November 28, 2008. The fourth paragraph states,
however, that 2,900,000 shares, which appear to include the 900,000 shares
discussed in the first paragraph, were issued on December 4, 2008. Please revise
to reconcile this inconsistency.
31.Similarly, the sixth paragraph in this section states that you completed your
offering of 1,890,000 shares in a private placement on March 31, 2009. On page
12, however, you state that the private placement of the 1,890,000 shares was
completed on March 19, 2009. Please revise to reconcile this inconsistency.

Larysa Dekhtyaruk
Loran Connection Corp.
June 22, 2009
Page 6
Regulation S Compliance, page II -4
32.Please revise the last paragraph in this section to id entify which of the instruments
you list (e.g., your bylaws or a contract) requires you to refuse the transfer of
securities not made in accordance with the provisions of Regulation S.
Undertakings, page II -5
33.Please delete the last two paragraphs of you rundertakings.
Exhibit 3.1
34.Please refile this exhibit with the entire articles of incorporation.
Exhibit 5.1
35.Either revise your legal opinion to include consent to the reference to your firm in
the prospectus or file a separate consent doing so in the next amendment.
**********
As appropriate, please amend your registration statement in response to these
comments. You may wish to provide us with marked copies of the amendment to
expedite our review. Please furnish a cover letter with your amendment that keys your
responses to our comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we may have additional
comments after reviewing your amendmen t and responses to our comments
Weurge all persons who are responsible for the accuracy and adequacy 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 requi re
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 co mments, in the event 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 pursuant to dele gated 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 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.
June 22, 2009
Page 7
 the company may not assert staff comments and the declaration of effectiveness
as a defense in any proceeding initiated by the C ommission or any person under the
federal securities laws of the United States.
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 confirmation of the fact that those requesting acceleration are
aware o f 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 regarding requesting acceler ation
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 -3750 with
any questions.
Sincerely,
Max A. Webb
Assistant Director
cc: Dean Law Corp.
Via facsimile: ( 206)493-2777