ASPEN RACING STABLES, INC.
211 Misty Morning Drive
Calgary, Alberta T3Z 2Z8
May 21, 2007
United States Securities and Exchange Commission
100 F Street, NE
Washington, DC 20539
Attention: John Stickel, Mail Stop 3561
Re: Aspen Racing Stables (the "Company")
Amendment No. 3 to Registration Statement on Form SB-2
Filed May 21, 2007
File No. 333-141384
Dear Mr. Stickel:
We are filing today the revised Form SB-2 for the Company and are
responding to each of your comments in your letter dated May 15, 2007 in the
Form SB-2 and as discussed below.
We are also sending courtesy copies of the Form SB-2, marked to show
changes from the prior filing. Page references described in this letter pertain
to the clean courtesy copy and not necessarily to either the marked version.
Each of your comments is re-written below followed by the Company's response.
Cover Page
1. Revise the first sentence to delete the phrases "from time to time" and "up
to" which are inconsistent with the offering terms.
Revision has been made.
Terms of the Offering, Page 3
2. We note that your response to prior comment 4. However, it is unclear form
your disclosure whether you intended for the offering will[sic] remain open
indefinitely until all shares are sold, or whether the offering will remain
open until December 31, 2007, after which all escrowed funds will be
returned. Please revise to clarify.
We have clarified that the offering will close upon receiving the full
proceeds; however, if the offering has not been completed by December 31, 2007,
United States Securities and Exchange Commission
May 21, 2007
Page 2
it will be terminated and all subscriptions returned.
Transactions may not be Profitable, Page 6
3. We note your response to prior comment 8 and reissue in part. It remains
unclear whether it is appropriate to describe pinhooking as comparable to
investing in securities, or whether it is more like a form of gambling. To
the extent you wish to retain this comparison, please clearly disclose the
differences that exist between investing and pinhooking. For example,
discuss whether there is a difference in the available of financial and
other information available.
We have revised the disclosure.
Description of Business, Page 9
4. Please revise to provide more detail about your business plan. For example,
clarify whether you contemplate earning a relatively small amount on each
horse or breaking even or losing a small amount on most but making a large
profit on horses that show extraordinary promise. Also, provide whether
evidence is available that your business plan is realistic, or clearly
disclose the risks associated with your plan here and in the risk factors
section.
We have added disclosure.
5. We note your response to prior comment 9 and reissue. We are not persuaded
by your added disclosure that pinhooking is a "relatively conservative
endeavor." While it appears that you are basing this comparison on the
risks associated with racing horses, it seems that these are two distinct
businesses and such a comparison is not appropriate. To the extent that you
believe pinhooking is a conservative endeavor in and of itself, please
revise to state this as your belief and provide adequate support for such
belief. The stabling, feeding and training fixed costs appear to make this
not a particularly conservative endeavor.
We have revised the disclosure.
6. Please provide support for your assertion that purchasing a modestly-priced
horse can have "just a good of a chance" to be sold at a substantial profit
as purchasing an expensive horse, or revise to state this as your belief.
To the extent that your business plan consists of seeking the purchase of
modestly-priced horse[sic] as compared to expensive horses, please disclose
this in the business plan section. Also, we recommend removing your example
that even a modestly-priced sire could suddenly become popular if he sires
a Kentucky Derby or Breeders' Cup winner, unless you can provide evidence
that this is a common occurrence.
United States Securities and Exchange Commission
May 21, 2007
Page 3
We have revised the disclosure.
7. We note from your added disclosure that throughout the years numerous
horses were sold for less than $50,000 and have earned several million
dollars, while others have sold for over $1 million but have earned less
than $100,000 in their career. Please revise to clarify what these figures
represent and to whom they should be attributed. For example, do the first
figures represent what a pinhooker paid for a horse or the price at which a
horse was sold? Likewise, do the second figures represent the price
received by a pinhooker upon selling a horse or what the horse ultimately
earned during its racing career for whoever acquired the horse? To the
extent that the latter numbers relate to a horse's earnings as regards to
its racing career, revise to clarify how this disclosure relates to your
pinhooking business.
We have eliminated this potentially confusing example.
8. We recommend that you remove the discussion related to The Green Monkey, as
it appears to indicate that even when a horse does not perform well as a
racer, a substantial amount of money is made via pinhooking such a horse.
To the extent you wish to retain this example, provide support in regards
to the sale price and earnings you reference, and clearly disclose whether
this is a common example or was unusually in any way. Also, provide
balancing language to the effect that this example should not be considered
reflective of what investors can anticipate in regards to your performance.
If you elect to retain this example, you should also consider providing an
equally-demonstrative example of when substantial sums of money were lost
from pinhooking.
We have eliminated this potentially confusing example.
Certain Relationships and Related Transactions, Page 13
9. Please reconcile your disclosure here that $5,000 was paid on March 5,
2007, which [sic] your disclosure on Page F-9 of your financial statements
ending January 31, 2007 that the $5,000 was paid on January 10, 2007.
We have revised to show that it was paid on January 10, 2007.
Legal Matters, Page 16
10. We note your response to prior comment 16. Please be advised that we may
have further comment upon review of your legal opinion.
The opinion is attached.
United States Securities and Exchange Commission
May 21, 2007
Page 4
Additional Information, Page 16
11. We reissue prior comment 17. We note your disclosure that you have in the
past filed periodic reports, proxy statements and other information with
the Commission, however, it appears that you have not made, nor were
required to make, such past filings. Please clarify and revise as
necessary.
Revision has been made.
Financial Statements, Page 15
12. Please advise us of the aggregate cost of the insurance of the horses and
under what category that is contained in the financial statements. To the
extent that the horses are not insured for mortality, please revise the
disclosure on page 6 to state that such insurance is not maintained.
Mortality insurance in the total amount of $1,126 is capitalized and
included in the purchase price of the horses.
Please contact the undersigned with your further questions and comments.
Sincerely,
/s/ Dwight McLellan