Securities Act of 1933
Section 2(a)(1)

November 21, 2006

Response of the Office of Chief Counsel
Division of Corporation Finance

Based on the facts presented, the Division will not recommend enforcement action to the Commission if, in reliance upon your opinion of counsel that registration is not required, Erica Enders Racing offers and sells Memberships, as such term is defined in your letter, without registration under the Securities Act of 1933 and the Securities Exchange Act of 1934.

This position is based on the representations made to the Division in your letter. Different facts or conditions might require a different result. This response expresses the Division's position on enforcement action only and does not express any legal conclusions on the questions presented.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/ericaenders112106.htm