SIMONS.KOGAN
ATTORNEYATLAW
171 Wellington Court, Suite 1J
Staten Island, New York 10314
Telephone: (718)984-3789
Facsimile: (917)791-8800
Email: SIMONKOGAN@KOGANLAW.NET
December 28, 2015
VIA EMAIL ATTACHMENT
Mr. David Link
Ms. Hilary Daniels
Division of Corporation Finance
U.S. Securities & Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: Brightlane Corp.
Form PRE 14C
Filed November 23, 2015
File No. 000-54027
Dear Mr. Link and Ms. Daniels:
I write in response to your comment letter dated December 11, 2015.
Comment 1:
1. Pursuant to the Form 8-K filed on September 25, 2015 and the disclosure in
your preliminary information statement, it appears that you have taken all of
the actions approved by the shareholder consent. Please tell us your analysis
as to how this is consistent with Rule 14c-2(b) under the Exchange Act,
which provides that the information statement shall be sent or given at least
20 calendar days prior to the earliest date on which the corporate action may
be taken. Because the company name change, the authorized share increase
and authorization of preferred shares have taken place, please provide
disclosure in your next periodic report regarding your potential liability for
failure to comply with Regulations 14A and 14C. Please provide us with the
draft disclosure for our review.
Response:
On September 25, 2015 we filed a Form 8-K announcing an amendment to the
articles of incorporation which included changing our name to Brightlane Corp., the
increase in our authorized capitalization to 350,000,000 shares, and the creation of a
preferred class of stock effective on September 22, 2015. We inadvertently did not
timely comply with the requirements of Regulation 14C under the Exchange Act.
This would have required us to circulate an information statement describing the
corporate action taken by the written consent of a majority of our shareholders at
least20dayspriortotheeffectivedateofthecorporateaction.Wedidhoweverhave
super majority shareholder consent as required for amending the articles of
incorporation andcompliedwithRule10b-17oftheExchangeActaswe timelyfiled
the amendment to the articles of incorporation with the Financial Industry
Regulatory Authority (“FINRA”) on September 11, 2015, for this action to be
recognized in the market for trading purposes. Previously, we viewed filing a
Preliminary 14C Information Statement as duplicative of prior filings and the
Corporate Action Notification filed with FINRA on September 11, 2015 which did
not give rise to appraisal rights to our shareholders. We have since acknowledged
our inadvertent mistake, and in order cure the error and to comply with Regulation
14C, we filed a Preliminary Information Statement with the SEC on November 23,
2015,and arein theprocessofresponding to comments fromtheSECregarding this
filing. The failure to initially comply with Regulation 14C in a timely manner was
inadvertent, and while not probable, could cause the SEC to bring an enforcement
action or commence litigation against us for failure to comply with Regulation
14C. Such enforcement could subject us to penalties including the payment of fines
ordamages.Anysuchclaimsoractionscouldcauseustoexpendfinancialresources
to defend ourselves, and could divert theattention ofour management fromour core
business.
As a result, the Company proposes to make the following disclosures in its
forthcoming 8-k and 10k:
In item 1A risk factors:
We may be subject to liability for failure to comply with the requirements of
Regulation14CundertheSecuritiesExchangeActof1934(the“ExchangeAct”).
On September 25, 2015 we filed a Form 8-K announcing an amendment to the
articles of incorporation which included changing our name to Brightlane Corp., the
increase in our authorized capitalization to 350,000,000 shares, and the creation of a
preferred class of stock effective on September 22, 2015. We inadvertently did not
timely comply with the requirements of Regulation 14C under the Exchange Act.
This would have required us to circulate an information statement describing the
corporate action taken by the written consent of a majority of our shareholders at
least20dayspriortotheeffectivedateofthecorporateaction.Wedidhoweverhave
super majority shareholder consent as required for amending the articles of
incorporation andcompliedwithRule10b-17oftheExchangeActaswe timelyfiled
the amendment to the articles of incorporation with the Financial Industry
Regulatory Authority (“FINRA”) on September 11, 2015, for this action to be
recognized in the market for trading purposes. Previously, we viewed filing a
Preliminary 14C Information Statement as duplicative of prior filings and the
Corporate Action Notification filed with FINRA on September 11, 2015 which did
not give rise to appraisal rights to our shareholders. We have since acknowledged
our inadvertent mistake, and in order cure the error and to comply with Regulation
14C, we filed a Preliminary Information Statement with the SEC on November 23,
2015,and arein theprocessofresponding to comments fromtheSECregarding this
filing. The failure to initially comply with Regulation 14C in a timely manner was
inadvertent, and while not probable, could cause the SEC to bring an enforcement
action or commence litigation against us for failure to comply with Regulation
14C. Such enforcement could subject us to penalties including the payment of fines
ordamages.Anysuchclaimsoractionscouldcauseustoexpendfinancialresources
to defend ourselves, and could divert theattention ofour management fromour core
business.
2. Please identify the natural person with voting and dispositive control over
the shares attributed to Brightlane Acquisition Corp.
Response: The person with voting and dispositive control of shares
attributable to Brightlane Acquisition Corp. is Peter Hellwig.
Should you have any further questions or comments, please do not hesitate to
contact me.
Respectfully,
Simon Kogan