MICHAEL A. LITTMAN
Attorney at Law
7609 Ralston Road
Arvada, CO 80002
(303) 422-8127 * Fax (303) 431-1567
malattyco@aol.com
March 18, 2015
Securities and Exchange Commission
Attn: John Dana Brown
Division of Corporation Finance Mail Stop 3561
Washington, D.C. 20549
Re: Safe Lane Systems, Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed March 2, 2015
File No. 333-198435
Dear Mr. Brown:
We received your comment letter to Amendment No. 3, therefore, we are
submitting this letter in response. Amendment No. 4 to the Registration
Statement has been filed on the EDGAR system in which we have made edits in
response to comments 1-3.
GENERAL
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1. Please advise what consideration you gave to the availability of the
exemption provided in Section 3(a)(9) of the Securities Act of 1933 for the
initial distribution of your common stock to Superior Traffic Control, Inc.
shareholders upon conversion of your Class B Preferred Convertible Non-Voting
Stock held by the trustee of Superior Traffic Control, Inc. In this regard, we
note the statement in your letter dated December 24, 2014 that "no consideration
is being given by STC shareholders." Additionally, please revise the prospectus,
in an appropriate section, to disclose your view as to whether Section 3(a)(9)
of the Securities Act of 1933 is available as an exemption from registration for
the initial distribution of your common stock to Superior Traffic Control, Inc.
shareholders.
ANSWER: Our understanding is that Section 3(a)(9) is not available, because it
is a different issuer. See our added highlighted language on page 1, first full
paragraph in response to the comment. Also, Section 3(a)(9) is not applicable,
because this is not an exchange for securities of the issuer. No "exchange" is
occurring.
Our belief is pre-Registration for distribution is the only legal way this could
be done under the '33 Act without violating Section 2(a)11.
No distribution to Superior Traffic Control, Inc. shareholders at this time has
been made, as it is a CONDITION to the distribution that a Registration
Statement be effective for the conversion to occur from B Preferred to common
then the common distributed, as requested under the Registration Statement, for
resale.
PROSPECTUS COVER PAGE
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2. Please define the term "Plan of Liquidation" after, or soon after,
its first use so that the meaning of that term is clear in relation to your
company and Superior Traffic Control, Inc. The term "liquidation" is commonly
used in reference to a company winding up its affairs or selling its assets for
cash, but it appears you mean something different in this case.
ANSWER: In response to this comment we have revised the language on page 1.
RISK FACTORS, PAGE 7
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OUR MINORITY SHAREHOLDERS WILL NOT HAVE CONTROL OF OUR COMPANY, PAGE 15
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3. Please revise the risk factor heading to state, if true, that
"shareholders of your common stock" will not have control of your company, as
opposed to stating that your "minority shareholders" will not have control.
Please also revise the risk factor to disclose the percentage of total voting
power that holders of outstanding Class A Preferred Super Majority Voting Stock
will possess.
ANSWER: In response to this comment we have revised the language on page 15.
We hope these amendments meet with your approval.
Sincerely,
/s/ Michael A. Littman
Michael A. Littman