Securities Exchange Act of 1934
Rule 12h-3

August 14, 2008

Response of the Office of Chief Counsel
Division of Corporation Finance

Based on the facts presented, it is the Division's view that the effectiveness of Horsepower Holdings, Inc.'s registration statement on Form S-4 and the post-effective amendment thereto during the fiscal year ending December 31, 2008 would not preclude Horsepower Holdings, Inc. from utilizing Rule 12h-3 under the Securities Exchange Act of 1934. In reaching this position, we particularly note the following:

• no securities of Horsepower Holdings, Inc. were sold pursuant to the registration statement on Form S-4;

• Horsepower Holdings, Inc. filed a post-effective amendment to the registration statement on Form S-4 to deregister the unsold securities; and

• Horsepower Holdings, Inc. will file a Form 15 making appropriate claims pursuant to Exchange Act Rule 12h-3 on or before the due date of its Form 10-Q for the quarter ended June 30, 2008.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response expresses the Division's position on enforcement action only and does not express any legal conclusion on the question presented.

Incoming Letter:

The Incoming Letter is in Acrobat format.