| (212) 318-6065 | ||
| michaelchernick@paulhastings.com | ||
| April 20, 2007 | ||
| VIA EDGAR AND BY COURIER | ||
| Ms. Peggy Kim Mr. Scott Anderegg Division of Corporate Finance Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 |
Ladies and Gentlemen:
On behalf of MxEnergy Holdings Inc., a Delaware corporation (the "Issuer"), and the Subsidiary Guarantors listed on Schedule I hereto (each, a "Subsidiary Guarantor" and collectively, the "Subsidiary Guarantors"), we are submitting three copies of the Issuer's response to the Staff's comments conveyed in its comment letter, dated April 19, 2007 (the "Comment Letter").
This letter is submitted along with three copies of Amendment No. 3 to the Issuer's Registration Statement on Form S-4 (File No. 333-138425) relating to the registration under the Securities Act of 1933, as amended (the "Securities Act"), of $190,000,000 aggregate principal amount of the Issuer's Floating Rate Senior Notes due 2011 (the "New Notes") and guarantees thereof by the Subsidiary Guarantors (the "New Guarantees") issuable in exchange for (the "Exchange Offer") the Issuer's existing Floating Rate Senior Notes due 2011 (the "Original Notes") and the related guarantees thereof by the Subsidiary Guarantors (the "Original Guarantees"), which were offered and sold in a transaction exempt from registration under the Securities Act. All three copies of Amendment No. 3 to the Registration Statement ("Amendment No. 3") have been marked to show changes from Amendment No. 2 to the Registration Statement as filed with the Securities and Exchange Commission (the "Commission") on April 6, 2007. Amendment No. 3 was transmitted for filing with the Commission via EDGAR on the date hereof.
The Issuer's responses set forth the Staff's comments together with the Issuer's responses. Unless otherwise specified, all page number references in the attached responses are to the internal page numbers of Amendment No. 3.
If you have any questions, or it would expedite your review in any way, please do not hesitate to contact the undersigned at (212) 318-6065 or Thomas Kruger of this firm at (212) 318-6900.
Sincerely, | ||
/s/ MICHAEL K. CHERNICK Michael K. Chernick of Paul, Hastings, Janofsky & Walker LLP |
Enclosures
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| Name | Jurisdiction of Incorporation | |
|---|---|---|
| MxEnergy Capital Holdings Corp. | Delaware | |
| MxEnergy Capital Corp. | Delaware | |
| MxEnergy Gas Capital Holdings Corp. | Delaware | |
| MxEnergy Electric Capital Holdings Corp. | Delaware | |
| MxEnergy Gas Capital Corp. | Delaware | |
| MxEnergy Electric Capital Corp. | Delaware | |
| MxEnergy Inc. | Delaware | |
| MxEnergy Electric Inc. | Delaware | |
| Total Gas & Electricity (PA), Inc. | Florida | |
| Online Choice Inc. | Delaware | |
| MxEnergy Services Inc. | Delaware | |
| Infometer.com Inc. | Delaware |
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MXENERGY HOLDINGS INC.
REGISTRATION STATEMENT ON FORM S-4
MEMORANDUM OF MXENERGY HOLDINGS INC.'S (THE "ISSUER")
RESPONSES TO COMMENTS OF THE STAFF OF
THE SECURITIES AND EXCHANGE COMMISSION (THE "STAFF")
CONVEYED IN A LETTER DATED APRIL 19, 2007
The Staff's comments are reproduced in their entirety in bold below, and the responses thereto are set forth after each comment.
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Three Months Ended December 31, 2005, page 42
The Issuer has complied with the Staff's comment by removing the pro forma statement of operations for the three months ended December 31, 2005.
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