SecProbe.io

<DOCUMENT>
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<TEXT>
 November 19, 2025

Richard Dauch
Chief Executive Officer
Workhorse Group Inc.
3600 Park 42 Drive, Suite 160E
Sharonville, Ohio 45241

 Re: Workhorse Group Inc.
 Preliminary Proxy Statement on Schedule 14A
 Filed September 22, 2025
 File No. 001-37673
Dear Richard Dauch:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Manufacturing
cc: Arthur McMahon, III
</TEXT>
</DOCUMENT>

<DOCUMENT>
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<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 30, 2025

Richard Dauch
Chief Executive Officer
Workhorse Group Inc.
3600 Park 42 Drive, Suite 160E
Sharonville, Ohio 45241

 Re: Workhorse Group Inc.
 Preliminary Proxy Statement on Schedule 14A
 Filed September 22, 2025
 File No. 001-37673
Dear Richard Dauch:

 We have conducted a limited review of your filing and have the following
comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Prelimianry Proxy Statement on Schedule 14A filed September 22, 2025
Who will be the controlling stockholder of the Combined Company?, page 5

1. Please disclose the name of the controlling stockholder that will
initially own
 approximately 62.5% of Workhorse. Also, revise the last paragraph on
page 54 to
 disclose the name of the controlling stockholder. In addition, revise
the Certain
 Relationships and Related Party Transactions section beginning on page
190 to
 disclose the name of the controlling stockholder.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Thomas Jones at 202-551-3602 or Erin Purnell at
202-551-3454 with
any questions.
 September 30, 2025
Page 2

 Sincerely,

 Division of Corporation Finance
 Office of Manufacturing
cc: Arthur McMahon, III
</TEXT>
</DOCUMENT>

CORRESP
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 filename1.htm

 September 30, 2025

 VIA EDGAR

 United States Securities and Exchange Commission
Division of Corporate Finance

 Office of Manufacturing
100 F Street, N.E.

 Washington, D.C. 20549-6010

 Attention:
 Thomas Jones

 Erin Purnell

 Re: Workhorse Group Inc.

 Preliminary Proxy Statement on Schedule
14A (the "Proxy Statement")

 Filed September 22, 2025

 File No. 001-37673

 Ladies and Gentlemen:

 Workhorse Group Inc. respectfully submits the
following response to the letter dated September 30, 2025 from the staff (the "Staff") of the Securities and Exchange Commission
(the "Commission") with respect to the Proxy Statement. For convenience, the Staff's comment is repeated below, followed
by the Company's response. References to the "Company, "we," "us," and "our" refer to
Workhorse Group Inc., a Nevada corporation.

 Preliminary Proxy Statement on Schedule 14A filed September 22,
2025

 Who will be the controlling stockholder of the Combined Company?,
page 5.

 1. Please disclose the name of the controlling stockholder that will initially own approximately 62.5%
of Workhorse. Also, revise the last paragraph on page 54 to disclose the name of the controlling stockholder. In addition, revise the
Certain Relationships and Related Party Transactions section beginning on page 190 to disclose the name of the controlling stockholder.

 Response : We have revised the
Proxy Statement, including in the last paragraph on page 54 and the Certain Relationships and Related Party Transactions section on page
190 to disclose that Motiv GM Holdings II LLC, an entity controlled by Gary Magness, will be the controlling stockholder that will initially
own approximately 62.5% of the Company.

 * * *

 September 30, 2025

 Page 2

 We hope the foregoing answers
are responsive to your comments. Please do not hesitate to contact me by telephone at (888) 646-5205 with any questions or comments regarding
this correspondence.

 Very truly yours,

 /s/ Richard Dauch

 Richard Dauch

 Chief Executive Officer

 cc:
 (via email)

 Arthur McMahon, III, Taft
Stettinius & Hollister LLP

CORRESP
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Workhorse Group Inc.

3600 Park 42 Drive, Suite 160E

Sharonville, Ohio 45241

(888) 646-5205

July 26, 2023

VIA EDGAR

United States Securities

and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Gregory Herbers

Re:  Workhorse Group Inc.

    Registration
Statement on Form S-3

File No. 333-273357

Ladies and Gentlemen:

Pursuant to Rule 461 (“Rule 461”)
of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, Workhorse Group Inc. (the “Company”)
hereby requests that the above-referenced Registration Statement be declared effective at 4:00
p.m., Eastern Time, on July 28, 2023, or as soon as practicable thereafter.

If there
is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company
may be making an oral request of acceleration of the effectiveness of the Registration Statement in accordance with Rule 461. The request
may be made by an executive officer of the Company or by any attorney from the Company’s counsel, Taft Stettinius & Hollister
LLP.

WORKHORSE GROUP INC.

By: /s/ Robert Ginnan

Name: Robert Ginnan

Title:   Chief Financial Officer

United States securities and exchange commission logo
July 26, 2023
James Harrington
General Counsel, Chief Compliance Officer & Secretary
Workhorse Group Inc.
3600 Park 42 Drive, Suite 160E
Sharonville, Ohio 45241
Re:Workhorse Group Inc.
Registration Statement on Form S-3
Filed July 20, 2023
File No. 333-273357
Dear James Harrington:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Arthur McMahon

CORRESP
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Workhorse Group Inc.

3600 Park 42 Drive, Suite 160E

Sharonville, Ohio 45241

(888) 646-5205

May 17, 2023

VIA EDGAR

United States Securities

and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Gregory Herbers

 Re: Workhorse Group Inc.

Registration Statement on Form S-3

File No. 333-271434

Ladies and Gentlemen:

Pursuant to Rule 461 (“Rule 461”)
of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, Workhorse Group Inc. (the “Company”)
hereby requests that the above-referenced Registration Statement be declared effective at 4:00
p.m., Eastern Time, on May 18, 2023, or as soon as practicable thereafter.

If there
is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company
may be making an oral request of acceleration of the effectiveness of the Registration Statement in accordance with Rule 461. The request
may be made by an executive officer of the Company or by any attorney from the Company’s counsel, Taft Stettinius & Hollister
LLP.

    WORKHORSE GROUP INC.

    By:
    /s/ Robert Ginnan

    Name:
    Robert Ginnan

    Title:
     Chief Financial Officer

United States securities and exchange commission logo
May 2, 2023
James D. Harrington
General Counsel, Chief Compliance Officer & Secretary
Workhorse Group Inc.
3600 Park 42 Drive, Suite 160E
Sharonville, Ohio 45241
Re:Workhorse Group Inc.
Registration Statement on Form S-3
Filed April 25, 2023
File No. 333-271434
Dear James D. Harrington:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Arthur McMahon, III

CORRESP
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Document

Workhorse Group Inc.

100 Commerce Drive

Loveland, Ohio 45140

513-360-4704

November 10, 2020

VIA EDGAR

United States Securities

and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Thomas Jones

Re:    Workhorse Group Inc.

Registration Statement on Form S-3

File No. 333-249707

Ladies and Gentlemen:

                Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Workhorse Group Inc. (the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective at 4:00 p.m., Washington, D.C. time, on Thursday November 12, 2020, or as soon thereafter as possible.  Once the registration statement has been declared effective, please orally confirm that event with our general counsel, by calling Stephen Fleming, Esq., at (516) 902-6567.

The Company hereby acknowledges the following:

•that should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Thank you for your assistance in this matter.

                                                                                                                WORKHORSE GROUP INC.

                                                                                                                By: /s/ Steve Schrader

                                                                                                                Name: Steve Schrader

                                                                                                                Title:  Chief Financial Officer

United States securities and exchange commission logo
November 5, 2020
Duane A. Hughes
Chief Executive Officer
Workhorse Group Inc.
100 Commerce Drive
Loveland, Ohio 45140
Re:Workhorse Group Inc.
Registration Statement on Form S-3
Filed October 28, 2020
File No. 333-249707
Dear Mr. Hughes:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Thomas Jones at 202-551-3602 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Stephen M. Fleming, Esq.

CORRESP
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Workhorse Group Inc.

100 Commerce Drive

Loveland, Ohio  45140

513-360-4704

May 6, 2020

VIA EDGAR

United States Securities

and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Edward M. Kelly, Senior Counsel

Re: Workhorse Group Inc.

Registration Statement on Form S-3

File No. 333-237920

Ladies and Gentlemen:

               Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Workhorse Group Inc. (the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective at 10:00 a.m., Washington, D.C. time, on Friday May 8, 2020, or as soon thereafter as possible.  Once the registration statement has been declared effective, please orally confirm that event with our general counsel, by calling Stephen Fleming, Esq., at (516) 902-6567.

The Company hereby acknowledges the following:

•that should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Thank you for your assistance in this matter.

            WORKHORSE GROUP INC.

By: /s/ Steve Schrader

Name: Steve Schrader

Title:  Chief Financial Officer

cc:          Stephen M. Fleming, Esq.

United States securities and exchange commission logo
May 5, 2020
Duane A. Hughes
Chief Executive Officer
Workhorse Group Inc.
100 Commerce Drive
Loveland, OH 45140
Re:Workhorse Group Inc.
Registration Statement on Form S-3
Filed April 30, 2020
File No. 333-237920
Dear Mr. Hughes:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action, or absence of action by the staff.
            Please contact Edward M. Kelly, Senior Counsel, at (202) 551-3728 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Stephen M. Fleming, Esq.

CORRESP
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Workhorse Group Inc.

100 Commerce Drive

Loveland, Ohio  45140

513-360-4704

April 2, 2019

VIA EDGAR

United States Securities

and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Susan Block, Esq.

    Re:

    Workhorse
Group Inc.

Registration Statement on Form S-3

File No.
333-230553

Ladies and Gentlemen:

Pursuant to Rule
461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Workhorse Group
Inc. (the “Company”) respectfully requests that the effective date of the registration statement referred to above
be accelerated so that it will become effective at 4:00 p.m., Washington, D.C. time, on Wednesday April 3, 2019, or as soon thereafter
as possible. Once the registration statement has been declared effective, please orally confirm that event with our counsel, Fleming
PLLC, by calling Stephen Fleming, Esq., at (516) 833-5034.

The Company hereby
acknowledges the following:

 · that should the Commission or the staff, acting pursuant to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the filing;

 · the action of the Commission or the staff, acting pursuant to delegated authority, in declaring
the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure
in the filing; and

 · the Company may not assert staff comments and the declaration of effectiveness as a defense in
any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Thank
you for your assistance in this matter.

    WORKHORSE GROUP INC.

    By:
    /s/ Paul Gaitan

    Name:
    Paul
Gaitan

    cc:
    Stephen M. Fleming, Esq.
    Title:
    Chief Financial
Officer

    Fleming PLLC

April 2, 2019
Duane Hughes
Chief Executive Officer
Workhorse Group Inc.
100 Commerce Drive
Loveland, Ohio 45140
Re:Workhorse Group Inc.
Registration Statement on Form S-3
Filed March 28, 2019
File No. 333-230553
Dear Mr. Hughes:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Doug Jones at 202-551-3309 with any questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure
cc:       Stephen M. Fleming, Esq.

CORRESP
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Workhorse Group Inc.

100 Commerce Drive

Loveland, Ohio  45140

513-360-4704

February 12, 2019

VIA EDGAR

United States Securities

and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Susan Block, Esq.

Re:  Workhorse Group Inc.

    Registration Statement on Form S-3

    File No. 333-229024

Ladies and Gentlemen:

Pursuant to Rule
461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Workhorse Group
Inc. (the “Company”) respectfully requests that the effective date of the registration statement referred to above
be accelerated so that it will become effective at 4:00 p.m., Washington, D.C. time, on Tuesday February 12, 2019, or as soon thereafter
as possible. Once the registration statement has been declared effective, please orally confirm that event with our counsel, Fleming
PLLC, by calling Stephen Fleming, Esq., at (516) 833-5034.

The Company hereby
acknowledges the following:

 · that should the Commission or the staff, acting pursuant to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the filing;

 · the action of the Commission or the staff, acting pursuant to delegated authority, in declaring
the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure
in the filing; and

 · the Company may not assert staff comments and the declaration of effectiveness as a defense in
any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Thank
you for your assistance in this matter.

    WORKHORSE GROUP INC.

    By:
    /s/ Paul Gaitan

    Name:

        Title:

    Paul Gaitan
Chief Financial Officer

cc:  Stephen M. Fleming, Esq.

    Fleming PLLC

February 4, 2019
Stephen Burns
Chief Executive Officer
Workhorse Group Inc.
100 Commerce Drive
Loveland, OH 45140
Re:Workhorse Group Inc.
Registration Statement on Form S-3
Filed December 26, 2018
File No. 333-229024
Dear Mr. Burns:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact J. Nolan McWilliams, Attorney-Advisor, at (202) 551-3217 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure
cc:       Stephen M. Fleming, Esq.

CORRESP
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Workhorse Group Inc.

100 Commerce Drive

Loveland, Ohio  45140

513-360-4704

                          October 25, 2018

VIA EDGAR

United States Securities

and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Susan Block, Esq.

    Re:
    Workhorse Group Inc.

Registration Statement on Form S-3

File
No. 333-226923

Ladies and Gentlemen:

Pursuant to Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Workhorse Group Inc.
(the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated
so that it will become effective at 3:00 p.m., Washington, D.C. time, on Monday October 29, 2018, or as soon thereafter as possible.
Once the registration statement has been declared effective, please orally confirm that event with our counsel, Fleming PLLC, by
calling Stephen Fleming, Esq., at (516) 833-5034.

The Company hereby
acknowledges the following:

 ● that
                                         should the Commission or the staff, acting pursuant to delegated authority, declare the
                                         filing effective, it does not foreclose the Commission from taking any action with respect
                                         to the filing;

 ● the
                                         action of the Commission or the staff, acting pursuant to delegated authority, in declaring
                                         the filing effective, does not relieve the Company from its full responsibility for the
                                         adequacy and accuracy of the disclosure in the filing; and

 ● the
                                         Company may not assert staff comments and the declaration of effectiveness as a defense
                                         in any proceeding initiated by the Commission or any person under the federal securities
                                         laws of the United States.

Thank
you for your assistance in this matter.

    WORKHORSE GROUP INC.

    By:
    /s/ Paul Gaitan

    Name:
    Paul Gaitan

    Title:
    Chief Financial Officer

    cc:
    Stephen M. Fleming, Esq.

Fleming PLLC

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Fleming
PLLC

30 WALL STREET 8TH FLOOR NEW
YORK NEW YORK 10005

TEL 516 833 5034     FAX 516 977 1209     WWW.FLEMINGPLLC.COM

October 10, 2018

Via Edgar

Susan Block, Esq.

Laura Nicholson Esq.

Office of Transportation and Leisure

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

 Re: Workhorse Group Inc.

Registration Statement on Form
S-3

Filed August 20, 2018

File No. 333-226923

Ms. Block and Ms. Nicholson:

Workhorse Group Inc.
(the “Company”) has filed an amendment to the above referenced Form S-3 on October 10, 2018. As discussed telephonically,
the Company has amended the Form S-3 to reflect that the warrant to acquire 108,768 shares of common stock at an exercise price
of $1.596 per share, which was deliverable following the end of the 2018 third quarter, was issued and delivered to Arosa Opportunistic
Fund LP on October 1, 2018. Further, the Company has revised “Incorporation by Reference” to specifically incorporate
the Form 10-Q for the quarter ended March 31, 2018.

***

The Company hereby acknowledges that:

 ● should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 ● the action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy
of the disclosure in the filing; and

 ● the Company may not assert staff comments and the declaration of effectiveness
as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please
do not hesitate to contact the undersigned at 516-833-5034 if you have any questions or comments. Thank you.

    Very truly yours,

    Fleming PLLC

    By:
    /s/ Stephen Fleming

    Name:
    Stephen Fleming

    Title:
    Managing Member

CORRESP
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F
l e m i n g P L L C

30
WALL STREET 8TH FLOOR NEW YORK NEW YORK 10005

TEL
516 833 5034   FAX 516 977 1209   WWW.FLEMINGPLLC.COM

September
18, 2018

Via
Edgar

Susan
Block, Esq.

Laura Nicholson Esq.

Office of Transportation and Leisure

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

 Re: Workhorse Group Inc.

Registration Statement on Form
S-3

Filed August 20, 2018

File No. 333-226923

Ms. Block and Ms. Nicholson:

The following
responses address the comments of the Staff (the “Staff”) as set forth in your most recent letter dated September 7,
2016 (the “Comment Letter”) relating to the above referenced registration statement filed August 11, 2016 (the “S-3”)
by Workhorse Group Inc. (the "Company").

General

1. We note that you are registering for resale common stock underlying warrants. We further note that
you are registering for resale 108,768 shares of common stock that underlie a warrant that is to be issued following the end of
the company's third quarter. Please provide an analysis to support the finding that the private placement was completed at the
time of filing the registration statement. For guidance, please refer to Questions 134.01 and 139.11 of the Securities Act Sections
Compliance and Disclosure Interpretations, available on our website at www.sec.gov.

Response

On July 6, 2018,
the Company, as borrower, entered into a Loan Agreement with Arosa Capital Management LP (“Arosa”), as lender, providing
for a term loan (the “Arosa Loan”) in the principal amount of $6,100,000 (the “Loan Agreement”), which
was increased in August 2018 by $1,700,000. The transaction closed on July 6, 2018 and the Company received $6,100,00 on such
date. The financing is fully funded and Arosa has no further funding requirements.

In accordance with the Loan Agreement, on closing,
the Company issued Arosa a warrant to purchase 5,000,358 shares of Common Stock of the Company at an exercise price of $2.00 per
share exercisable in cash only for a period of five years.

While the Arosa Loan remains outstanding,
the Company is required to issue additional warrants to purchase common stock to Arosa equal to 10% of any additional issuance.
For administerial purposes, the additional warrants issued as a result of additional issuances under the Company’s At-the-Market
Offering Program Sales Agreement with Cowen and Company, dated June 22, 2017, are required to be issued following the end of the
applicable quarter (the “ATM Agreement”). All other additional warrants are issued immediately following the Company’s
issuance.

As a result of the Company’s
public offering in August 2018 in which National Securities Corporation (“National”) was
engaged as underwriter (the “National Public Offering”), the Company issued to Arosa an additional warrant to
purchase 1,143,200 shares of Common Stock at an exercise price of $1.208.

In addition, since July 6, 2018,
under the ATM Agreement, the Company issued and sold 978,915 shares of Common Stock at an average price of $1.52. As a result,
the Company is obligated to issue Arosa an additional warrant to acquire 108,768 shares of Common Stock at an exercise price of
$1.596 following the end of the third quarter (the “Arosa ATM Warrant”). On August 9, 2018, as part of the National
Public Offering, the Company entered into an Underwriting Agreement with National providing that the Company will not engage in
an “at-the-market” transaction through October 23, 2018 effectively restricting any further issuances under the ATM
Agreement until such time. As a result, the Company has not offered additional shares under the ATM Agreement during the third
quarter of 2018 since the closing of the National Public Offering.

Questions 134.01 and 139.11 of
the Securities Act Sections Compliance and Disclosure Interpretations provides that a registration statement for a secondary offering
may not be filed if the subject securities have not been sold yet to the selling security holders except in circumstances in which
the selling security holder is irrevocably bound to purchase the securities and the purchase price is established. Further, the
investor must be at market risk at the time of filing, the purchase price may not be based on the market price or a fluctuating
ratio and there can be no closing conditions within an investor’s control.

As outlined above, Arosa provided
the funding under the Loan Agreement and is at market risk as of the date of the filing of the Form S-3. Further, the Company is
irrevocably bound to issue and Arosa is irrevocably bound to accept the issuances of the additional warrants. The Company is fully
obligated to issue the Arosa ATM Warrant. For administrative purposes, the Company and Arosa agreed to issue the Arosa ATM Warrant
following the end of the third quarter as outlined in the Loan Agreement. Finally, the Company is prohibited from utilizing the
ATM Agreement until October 23, 2018, and, as a result, the Arosa ATM Warrant to be issued following the end of the third quarter
resulting issuances under the ATM Agreement, will not be adjusted in any way to increase the number of shares or change the exercise
price.

      2

Accordingly, it is the Company’s
position that the issuance of the Arosa ATM Warrant has come to rest and may be registered on the Form S-3 Registration Statement.

***

The Company hereby acknowledges that:

● should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

● the action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy
of the disclosure in the filing; and

● the Company may not assert staff comments and the declaration of effectiveness
as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please do
not hesitate to contact the undersigned at 516-833-5034 if you have any questions or comments. Thank you.

    Very truly yours,

    Fleming PLLC

    By:
    /s/ Stephen Fleming

    Name:
    Stephen Fleming

    Title:
    Managing Member

      3

September 14, 2018
Stephen Burns
Chief Executive Officer
Workhorse Group Inc.
100 Commerce Drive
Loveland, OH 45140
Re:Workhorse Group Inc.
Registration Statement on Form S-3
Filed on August 20, 2018
File No. 333-226923
Dear Mr. Burns:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-3
General
1.We note that you are registering for resale common stock underlying warrants.  We
further note that you are registering for resale 108,768 shares of common stock that
underlie a warrant that is to be issued following the end of the company's third
quarter.  Please provide an analysis to support the finding that the private placement was
completed at the time of filing the registration statement. For guidance, please refer to
Questions 134.01 and 139.11 of the Securities Act Sections Compliance and Disclosure
Interpretations, available on our website at www.sec.gov.
            We remind you that the company and its management are responsible for the accuracy

 FirstName LastNameStephen Burns
 Comapany NameWorkhorse Group Inc.
 September 14, 2018 Page 2
 FirstName LastName
Stephen Burns
Workhorse Group Inc.
September 14, 2018
Page 2
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Susan Block at (202) 551-3210 or Laura Nicholson at (202) 551-3584 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure

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Workhorse Group Inc.

100 Commerce Drive

Loveland, Ohio  45140

513-360-4704

December 20, 2016

VIA
EDGAR

United
States Securities

and Exchange
Commission

100 F
Street, N.E.

Washington, D.C. 20549

Attention: J. Nolan McWilliams, Attorney-Advisor

   John Stickel

    Re:
    Workhorse
Group Inc.

Registration Statement on Form S-3

File
No. 333-213100

Ladies and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Workhorse
Group Inc. (the “Company”) respectfully requests that the effective date of the registration statement referred to
above be accelerated so that it will become effective at 3:00 p.m., Washington, D.C. time, on Friday December 23, 2016, or as
soon thereafter as possible. Once the registration statement has been declared effective, please orally confirm that event with
our counsel, Fleming PLLC, by calling Stephen Fleming, Esq., at (516) 833-5034.

The Company hereby
acknowledges the following:

 • that
                                         should the Commission or the staff, acting pursuant to delegated authority, declare the
                                         filing effective, it does not foreclose the Commission from taking any action with respect
                                         to the filing;

 • the
                                         action of the Commission or the staff, acting pursuant to delegated authority, in declaring
                                         the filing effective, does not relieve the Company from its full responsibility for the
                                         adequacy and accuracy of the disclosure in the filing; and

 • the
                                         Company may not assert staff comments and the declaration of effectiveness as a defense
                                         in any proceeding initiated by the Commission or any person under the federal securities
                                         laws of the United States.

Thank
you for your assistance in this matter.

    WORKHORSE GROUP INC.

    By:
/s/ Julio Rodriguez

    Name: Julio Rodriguez

    Title:
Chief Financial Officer

    cc:
    Stephen M. Fleming, Esq.

Fleming PLLC

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Workhorse
Group Inc.

100
Commerce Blvd.

Loveland,
OH 45140

December
12, 2016

Via
Edgar

J.
Nolan McWilliams, Attorney-Advisor

Office
of Transportation and Leisure

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington,
DC 20549

    Re:
    Workhorse Group
    Inc.

    Registration
Statement on Form S-3

    Filed
August 11, 2016

    File
No. 333-213100

Mr.
McWilliams:

The
following responses address the comments of the Staff (the “Staff”) as set forth in your most recent letter dated
September 7, 2016 (the “Comment Letter”) relating to the above references registration statement filed August 11,
2016 (the “S-3”) by Workhorse Group Inc. (the "Company").

General

1. Please
                                         tell us how you determined that the aggregate market value of your voting and non-voting
                                         common equity held by non-affiliates is $75 million or more as of a date within 60 days
                                         prior to the date of filing. Alternatively, to the extent you intend to rely on General
                                         Instruction I.B.6, please confirm you will include on the prospectus cover the disclosure
                                         called for by Instruction 7 to I.B.6.

Response

We
evaluated the aggregate market value of our voting and non-voting common equity held by non-affiliates (the “Non-Affiliate
Float”) as of August 9, 2016. On August 9, 2016, the Company had 25,068,759 shares of common stock outstanding. The closing
price as of such date was $6.84. Please note that the closing price as of December 8, 2016 was $7.23. The affiliates held 10,386,267
shares of common stock. These shares were held by Jospeh Lukens, Stephen Baksa, Stephen Burns (CEO and Director), Benjamin Samuels
(Director), Gerald Budde (Director) and Martin Rucidlo (Executive Officer). James Taylor (Director), Raymond Chess (Director)
and Julio Rodriguez (CFO) did not own shares of common stock as of August 9, 2016. Accordingly, our non-affiliate float consisted
of 14,682,492 shares of common stock. Based on the closing price of $6.84 of August 9, 2016, our Non-Affiliate Float was $100,428,245.28,
which was in excess of $75 million.

Exhibit
Index, page II-5

    2.
    You state in the footnote to the exhibit index that
the Form of Senior Debt Securities Indenture and Form of Subordinated Debt Securities Indenture will be filed by amendment or
incorporated by reference. Please file these forms of indenture prior to effectiveness. Please refer to Item 601(b)(4) of Regulation
S-K and, for additional guidance, interpretive response 201.04 of our Trust Indenture Act Compliance and Disclosure Interpretations.

Response

We
have amended the S-3 to provide the Form of Senior Debt Securities Indenture and Form of Subordinated Debt Securities Indenture.

***

The
Company hereby acknowledges that:

 ● should
                                         the Commission or the staff, acting pursuant to delegated authority, declare the filing
                                         effective, it does not foreclose the Commission from taking any action with respect to
                                         the filing;

 ● the
                                         action of the Commission or the staff, acting pursuant to delegated authority, in declaring
                                         the filing effective, does not relieve the company from its full responsibility for the
                                         adequacy and accuracy of the disclosure in the filing; and

 ● the
                                         company may not assert staff comments and the declaration of effectiveness as a defense
                                         in any proceeding initiated by the Commission or any person under the federal securities
                                         laws of the United States.

Please
do not hesitate to contact our attorney, Stephen Fleming, at 516-833-5034 if you have any questions or comments. Thank you.

    Very truly yours,

    /s/ Julio Rodriguez

    Julio Rodriguez, CFO

Mail Stop 3561
September  7, 201 6

Stephen S. Burns
Chief Executive Officer
Workhorse Group Inc .
100 Commerce Drive
Loveland , Ohio  45140

Re: Workhorse Group Inc .
  Registration Statement on Form  S-3
Filed  August  11, 201 6
  File No.  333-213100

Dear Mr. Burns :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.   Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

General

1. Please tell us how you determined that the aggregate market value of your voting and
non-voting common equity held by non -affiliates is $75 million or more  as of a date
within 60 days prior to the date of filing .  Alternatively, to the extent you intend to rely
on General Instruction I.B.6, please confirm you will include on the prospectus cover the
disclosure called for by Instruction 7 to I.B.6.

Stephen S. Burns
Workhorse Group Inc .
September  7, 201 6
Page 2

 Exhibit Index, page II -5

2. You state in the  footnote to the exhibit index that the Form of Senior Debt Securities
Indenture and Form of Subordinated Debt Securities Indenture will be filed by
amendment or incorporated by reference.  Please file these forms of indenture prior to
effectiveness .  Please refer to Item 601(b)(4) of Regulation S -K and, f or additional
guidan ce, interpretive response  201.04 of our  Trust Indenture Act Compliance and
Disclosure Interpretations.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 1933 and
all applicable Securities Act rules require.   Since the company and i ts management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective d ate
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commissio n from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for a cceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of  the
registration statement.

Stephen S. Burns
Workhorse Group Inc .
September  7, 201 6
Page 3

 Please contact John Stickel  at (202) 551 -3324 or me at (202) 551 -3217  with any
questions.

Sincerely,

 /s/ J. Nolan McWilliams

J. Nolan McWilliams
Attorney -Advisor
Office of Transportation and Leisure

cc:  Stephen M. Fleming, Esq.
Fleming PLLC

September 8, 2011
 Via E-mail

Paul V. Gonzales   Chief Financial Officer AMP Holding Inc. 4540 Alpine Avenue Blue Ash, Ohio  45242
Re: AMP Holding Inc.
Form 10-K for Fiscal Year Ended December 31, 2010
 Filed March 31, 2011
File No. 0-53704

Dear Mr. Gonzales:
 We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ David R. Humphrey

David R. Humphrey Accounting Branch Chief

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4540 Alpine Ave.• Blue Ash, OH 45242

www.ampelectricvehicles.com

513.360.4704 phone    513.672.1012 fax

September 2, 2011

Mr. David R. Humphrey

C/o Beverly A. Singleton

Accounting Branch Chief

US Securities and Exchange Commission

Washington, DC 20549

Re:

AMP Holding Inc.

Form 10-K for Fiscal Year Ended December 31, 2010

Filed March 31, 2011

File No. 0-53704

Letter dated August 22, 2011

Dear Mr. Humphrey:

On behalf of AMP Holding Inc. enclosed for your review is our response to your letter dated August 22, 2011.

Form 10-K for Fiscal Year Ended December 31, 2010

Financial Statements

Statement of Stockholders’ Equity/(Deficit), page F-5

Options and warrants to consultants are issued to attract these individuals to the company.  They are not related to any future service requirements.  The portion vested upon signing on with the company belongs to the consultant, even if the consultant should leave the company the next day.  Additional options and warrants to be issued in the future are to entice the consultant to stay with the company.  If the consultant leaves the company before they vest, the consultant loses them.  The “weighted average remaining term in months” solely relates to the remaining exercise term of the option or warrant. It does not apply to any remaining or ongoing service requirement, as the consultant may leave the company at any time.  We will add similar language to future financial notes to make this clear.

Sincerely,

/s/Paul V. Gonzales,

Chief Financial Officer

Cc:  Stephen M. Fleming, Esq.

       Daniel T. Keeler

       Douglas A. Michel, CPA

August 22, 2011
 Via E-mail

Paul V. Gonzales   Chief Financial Officer AMP Holding Inc. 4540 Alpine Avenue Blue Ash, Ohio  45242
Re: AMP Holding Inc.
Form 10-K for Fiscal Year Ended December 31, 2010
 Filed March 31, 2011  File No. 0-53704

Dear Mr. Gonzales:
 We have reviewed your supplemental res ponse letter to us dated August 2, 2011 in
response to our letter of comment dated July  19, 2011 and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
 Form 10-K for Fiscal Year Ended December 31, 2010

 Financial Statements

 Statement of Stockholders’ E quity/(Deficit), page F-5

 1. We have reviewed your response to our prior comment 10, and note your revisions
included in the footnotes to the Form 10- Q for the quarterly period ended June 30, 2011
related to stock based compensation.  With respect to options and warrants issued to
consultants in Note 5 to the June 30, 2011 Form 10-Q, in future filings, please expand the
narrative to discuss whether th e options and warrants are for services previously rendered
at the balance sheet date.  It is unclear whether the column labeled “weighted average
remaining term in months” solely relates to the remaining exercise term of the option or
warrant, or whether it also applies to any re maining or ongoing service requirement.  In

Paul V. Gonzales AMP Holding Inc. August 22, 2011 Page 2

 this regard, please disclose whether the cost vested and recognized at the balance sheet
date and the remaining cost to be vested  and recognized are based on any ongoing service
requirement.  Your disclosure does not distingui sh or discuss the natu re of any consulting
agreements whereby services will be provided over a specified serv ice period.  If there
are no such agreements, please so state.
  You may contact Beverly A. Singleton, Sta ff Accountant, at (202)  551-3328, or Margery
Reich, Senior Review Accountan t, at (202) 551-3347, if you have  questions regarding comments
on the financial statements and related matters.  Please contact me at (202) 551-3211 with any
other questions.
Sincerely,
   /s/ David R. Humphrey
David R. Humphrey Accounting Branch Chief

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    corresp.htm

4540 Alpine Road • Blue Ash, OH 45242

www.ampelectricvehicles.com

513.360.4704 phone    513-672-1012 fax

August 2, 2011

Via E-mail

Mr. David R. Humphrey

c/o Beverley A. Singleton

Accounting Branch Chief

US Securities and Exchange Commission

Washington, DC 20549

Re:

AMP Holding Inc.

Form 10-K for Fiscal Year Ended December 31, 2010

Filed March 31, 2011

File No. 0-53704

Dear Mr. Humphrey:

On behalf of AMP Holding Inc. (the “Company”) enclosed for your review is our response to your letter dated July 19, 2011 in regard to your review of the filing noted above.

To aid in your review we have repeated the SEC staff’s comments followed by the Company’s response:

Form 10-K for Fiscal Year Ended December 31, 2010

Unregistered Sales of Equity Securities, page 10

1.  We note the various stock and warrant transactions.  It is unclear why you have not provided similar disclosure in your audited financial statement notes.  As such, in future filings please provide a note to your financial statements that discloses these transactions, as pertaining to the years ended December 31 and the subsequent events period.  We suggest, in addition to the narrative discussion, you enhance the disclosure by providing a table that summarizes by date and transaction type (i.e., common stock or preferred stock issuance, stock option or warrant issuance, loan conversion, etc.) the number of shares, options, or warrants, issued or granted, along with the stock price, exercise and/or conversion price per share, and the total transaction amount.  Your disclosure in response to this comment and those that follow under this heading should be reflected in the financial statement notes.

Company response:

In future filings we will provide a note to the financial statements including a table as you suggest in your comment above.

2.  Refer to the January 7, 2010 to March 4, 2010 subscription agreements whereby 1,042,062 common shares were issued for an aggregate purchase price of $340,275.  Also, refer to the March 15, 2010 to October 22, 2010 transactions whereby an aggregate of 7,256,000 common shares were sold for $2,902,400.  Please tell us where these transactions have been reflected in the statement of stockholders’ deficit for the year ended December 31, 2010.  Please reconcile the number of shares issued and transaction amount as shown in this section to that in the statement of stockholders’ deficit.

David R. Humphrey

US Securities and Exchange Commission

August 2, 2011

Page 2

Company response:

Please refer to the attached exhibit, which “expands” the statement of stockholders’ deficit to include the detail transactions.

3.  Refer to the December 3, 2010 through March 29, 2011 transactions, whereby for the period in December 2010, you sold an aggregate of 1,570,000 common shares for an aggregate purchase price of $942,000. Please tell us where this has been reflected in the statement of stockholders’ deficit for the year ended December 31, 2010.  Please explain any reconciling differences in the number of shares or transaction amount.

Company response:

Please refer to the attached exhibit, which “expands” the statement of stockholders’ deficit to include the detail transactions.

Management’s Discussion and Analysis

Results of Operations, page 14

Year Ended December 31, 2010 Compared to Year Ended December 31, 2009

4.      See the revenue discussion.  In future filings, please expand to disclose the total number of experimental vehicles that were produced and sold in fiscal year 2010.  Explain whether these were prototype vehicles or full production inventory vehicles, and describe why they were considered to be experimental vehicles.  To the extent they were prototype vehicles, explain the reasons why you believe the recognition of revenue is appropriate, rather than recording the prototype sales price as an offset against the cost of production or research and development.  Expand to discuss the event(s) that occurred in fiscal year 2010 in order to produce a limited number of experimental vehicles, as we note no revenues were recorded prior to 2010 and that vehicles and prototypes are included under PP&E at December 31, 2010.

Company response:

In future filings we will expand disclosure of the number of vehicles in 2010, as well as define sales of experimental vehicles.  Disclosure will be expanded to differentiate between sales of vehicles and parts accounted for as fixed assets versus vehicles sold to customers.

Liquidity and Capital Resources, page 14

5.  In future filings, please expand your cash flows discussion to provide in some detailed description your varied use of stock issuances to finance your operations, including sales and issuances of stock, stock options and warrants to raise liquidity and, to compensate employees and consultants.  Please explain that as you have not begun regular revenue producing operations, the source of your available cash has been primarily from sales of common and preferred stock, and debt issuances.

David R. Humphrey

US Securities and Exchange Commission

August 2, 2011

Page 3

Company response:

In future filings we will expand discussions on use of cash received through the issuance of stock.  We will also explain that, until we begin regular revenue producing operations, our primary sources of available cash are sales of common and preferred stock and debt issuances.

6.  See the first paragraph that directly follows the discussion of financing activities.  In future filings, please disclose that your independent auditors have issued an opinion on your financial statements that raise substantial doubt as to your ability to continue as a going concern.

Company response:

In future filings we will disclose that our auditors have issued an opinion including comments that raise substantial doubt about our ability to continue as a going concern.

Financial Statements

Statements of Operations, page F-4

7. In future filings, please reclassify from Other income (loss), the line item Gain (Loss) on sale of assets to instead to be a component of Loss from operations during the development stage.  Refer to ASC Topic 360-10-45-5.

Company response:

In future filings we will reclassify the line item Gain (Loss) on sale of assets from Other income (loss), to instead be a component of Loss from operations during the development stage

8.  In future filings, please expand your presentation of loss per share data to also include the amount of diluted loss per share.  To the extent the diluted amount is the same as basic loss per share, please expand the line item description to include both basic and diluted loss per share. We note that in addition to common stock outstanding, you have other potential common shares, such as options and warrants, which would be used, if dilutive, in a calculation of diluted earnings (loss) per share.

See ASC 260-10-45-7.

Company response:

Basic loss per share is computed on the basis of the weighted average number of common shares outstanding. For all periods, all of the Company’s common stock equivalents were excluded from the calculation of diluted loss per common share because they were anti-dilutive, due to the Company’s net losses.  However, in future filings we will expand the line item description to “Basic and diluted loss per share”.

 Statement of Stockholders’ Equity, page F-5

9.  Please consider relabeling this financial statement as the statement of stockholders’ deficit, rather than stockholders’ equity, as you have negative equity in each of the two years presented. Also, refer to the fiscal year 2010 activity for the two lines identified as Issuance of common stock, and fulfillment of stock subscriptions receivable, for the issuance of 171,969 and 7,401,000 common shares, aggregating $745,379 and $2,946,960, respectively. Please tell us how these shares and amounts reconcile with the transactions disclosed under Unregistered Sales of Equity Securities.

David R. Humphrey

US Securities and Exchange Commission

August 2, 2011

Page 4

Company response:

In future filings that have negative equity we will re-label to the statement of stockholders’ deficit.

Please refer to the attached exhibit, which “expands” the statement of stockholders’ deficit to include the detail transactions.

10.  See the line item, Share based compensation for the year ended December 31, 2010, in the amount of $1,436,979.  Please explain to us the computation of this amount.  To the extent any of the multi-year consulting or service agreements discussed under Unregistered Sales of Equity Securities are a component of this amount, in future filings please disclose for each transaction, the cost component recognized.  Your footnote should distinguish between those transactions of share-based payment transactions with employees (see ASC Topic 718-10) and those with non-employees (see ASC Topic 505­50).

Company response:

The share based compensation for the year ended December 31, 2010 of $1,436,979 consists of the grant date FMV of the options and warrants that vested in 2010:

Options vested in 2010 as disclosed in FN 5:
2,234,625 x $.300 = $670,388

Warrants vested in 2010 as disclosed in FN 5:
4,438,305 x $.158 = $701,252

$
1,371,640

Plus compensation associated with 2 separate warrants

 issued on December 28 and 31,2009 compensation for

 which is amortized in the first quarter 2010:

$
65,849

$
1,437,489

Less rounding

$
510

$
1,436,979

All future filings will disclose the cost component recognized associated with all consulting and service agreements.  All future filings will distinguish between transactions with employees and non-employees.

Statements of Cash Flows, page F-6

11.  See your disclosure of Supplemental disclosure of non-cash activities, for the March 2010 transaction of conversion of a $10,000 note payable into 29,750 common shares.  Please reconcile the number of shares with that of 2,125 shares shown in the statement of stockholders’ equity or tell us where the 29,750 shares have been recorded.

Company response:

The $10,000 note was converted into 2,125 shares, which were subsequently subject to the 14:1 stock split resulting in 29,750 shares (2,125 x 14 = 29,750).  The statement of stockholders deficit will be restated to disclose all shares after the 14:1 split along with disclosures detailing the restatement.

David R. Humphrey

US Securities and Exchange Commission

August 2, 2011

Page 5

Note 1. Summary of Significant Accounting Principles, page F-7

Basis of Presentation and Subsequent Events

12.  Please reconcile the disclosure that you have subscription agreements for purchases of your common stock in the amount of $1,088,065 and warrants to purchase 107,699 common shares with the disclosure on page 13 under Unregistered Sales of Equity Securities that between January 26, 2011 and March 29, 2011 you sold common stock for aggregate consideration of $1,076,990 and issued warrants to purchase 897,492 (excluding warrants to purchase 336,498 common shares issued to the JCI, the placement agent).

Company response:

Two option holders exercised options during March 2011 for an aggregate exercise price of $11,075, which is the difference between $1,088,065 and $1,076,990.

13.  Please consider including an accounting policy for your cash and/or cash equivalents, along with disclosing the estimated useful lives of the individual components of your property, plant and equipment.

Company response:

We will include an accounting policy for cash and/or cash equivalents and disclose the estimated useful lives of the individual components of property, plant and equipment.

Form 10-Q for Quarterly Period Ended March 31, 2011

General

14.  Comments issued above on the Form 10-K should also be reflected in the March 31, 2011 Form 10-Q, as applicable, such as, but not limited to, reclassification of the gain (loss) on sale of assets within the statements of operations.

Company response:

We will include the above comments, as applicable, in the amended March 31, 2011 Form 10-Q.

15.  Please amend the March 31, 2011 Form 10-Q to include a statement of cash flows for the three months interim and cumulative-to-date period.  The filing omits this required financial statement.  We note your Form 10-Q instead includes a statement that is labeled as being cash flows; however the information presented is duplicative of the statement of operations.

Company response:

An amended filing including the required statement of cash flows is forthcoming.

Note 1. Summary of Significant Accounting Principles, page 6

16.  Please include disclosure as to whether the interim financial statements include all adjustments that, in the opinion of management, are necessary in order to make the financial statements not misleading.  See Instruction 2 to Rule 8-03 of Regulation S-X.

Company response:

In future filings, including  the amended March 31, 2011 Form 10-Q, we will disclose that the interim financial statements include all adjustments that, in the opinion of management, are necessary in order to make the financial statements not misleading.

David R. Humphrey

US Securities and Exchange Commission

August 2, 2011

Page 6

Management’s Discussion and Analysis

Recent Developments, page 14

17.  With respect to the Distribution Agreement with Northern Lights Energy, please disclose whether or not there was any material financial consideration (i.e., cash, stock, options, warrants, etc.) issued or received in exchange for entering into the distribution agreement.

Company response:

In future filings, including  the amended March 31, 2011 Form 10-Q, we will disclose that there was no financial consideration (i.e., cash, stock, options, warrants, etc.) issued or received in exchange for entering into the distribution agreement.

In responding to your comments, please accept this written statement from the company acknowledging that:

-The company is responsible for the adequacy and accuracy of the disclosure in the filing;

-Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

-The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

You may contact me at (248) 770-7019 if you have questions regarding these responses to your review comments on the financial statements and related matters.

Sincerely,

/s/ Paul V. Gonzales,

Chief Financial Officer

cc.

Stephen M. Fleming, Esq.

Daniel T. Keeler

Douglas A. Michel, CPA

AMP Holding Inc.

Detail Statement of Stockholders' Deficit

From Inception, 2/20/2007 to 12/31/2010

Common Stock

Series A

Preferred Stock

Number

of Shares

Restated

Shares After

14:1 Split

Amount

Number

of Shares

Amount

Additional

Paid-in

Capital

Stock

Based

Compensation

Accumulated

Deficit

During the

Development

Stage

Total

Stockholders'

Deficit

Commissions

Aggregate

Consideration

Beginning capital - inception

-

-

$
-

-

$
-

$
-

$
-

$
-

$
-

$
-

$
-

Issuance of common stock, and fulfillment of stock subscriptions receivable:

February 20, 2007

200

2,800

200,000

-

-

-

-

-

200,000

-

200,000

June 15, 2007

90

1,260

200,000

-

-

-

-

-

200,000

-

200,000

July 17, 2007

45

630

100,000

-

-

-

-

-

100,000

-

100,000

October 24, 2007

90

1,260

200,000

-

-

-

-

-

200,000

-

200,000

December 14, 2007

90

1,260

200,000

-

-

-

-

-

200,000

-

200,000

Net loss from operations, period of inception, February 20, 2007 to December 31, 2007

-

-

-

-

-

-

-

(456,145
)

(456,145
)

Balance December 31, 2007

515

7,210

$
900,000

-

$
-

$
-

$
-

$
(456,145
)

$
443,855

$
-

$
900,000

Issuance of common stock, and fulfillment of stock subscriptions receivable:

Febru

July 19, 2011
 Via E-mail

Mr. Paul V. Gonzales   Chief Financial Officer AMP Holding Inc. 4540 Alpine Avenue Blue Ash, Ohio  45242
Re: AMP Holding Inc.
 Form 10-K for Fiscal Year Ended December 31, 2010  Filed March 31, 2011  File No. 0-53704

Dear Mr. Gonzales:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
             Form 10-K for Fiscal Year Ended December 31, 2010

 Unregistered Sales of Equity Securities, page 10

 1. We note the various stock and warrant transa ctions.  It is unclear why you have not
provided similar disclosure in your audited fina ncial statement notes.  As such, in future
filings please provide a note to your financial statements that discloses these transactions,
as pertaining to the years ended December  31 and the subsequent events period.  We
suggest, in addition to the narrative discus sion, you enhance the disclosure by providing a
table that summarizes by date and transacti on type (i.e., common stoc k or preferred stock
issuance, stock option or warra nt issuance, loan conversion, etc.) the number of shares,
options, or warrants, issued or granted, along with the stoc k price, exercise and/or
conversion price per share, and the total trans action amount.  Your disclosure in response

Paul V. Gonzales AMP Holding Inc. July 19, 2011 Page 2

 to this comment and those that follow unde r this heading should be reflected in the
financial statement notes.
 2. Refer to the January 7, 2010 to March 4, 2010 subscription agreements whereby
1,042,062 common shares were issued for an  aggregate purchase price of $340,275.
Also, refer to the March 15, 2010 to October 22, 2010 transactions whereby an aggregate
of 7,256,000 common shares were sold fo r $2,902,400.  Please tell us where these
transaction have been reflected  in the statement of stockholde r’ deficit for the year ended
December 31, 2010.  Please reconcile the numbe r of shares issued and transaction
amount as shown in this section to that in the statement of stockholders’ deficit.
 3. Refer to the December 3, 2010 through Ma rch 29, 2011 transactions, whereby for the
period in December 2010, you sold an aggr egate of 1,570,000 common shares for an
aggregate purchase price of $942,000.  Please tell us where this has been reflected in the
statement of stockholders’ deficit for the year ended December 31, 2010.  Please explain
any reconciling differences in the numb er of shares or transaction amount.
 Management’s Discussion and Analysis

 Results of Operations, page 14

Year Ended December 31, 2010 Compared to Year Ended December 31, 2009
 4. See the revenue discussion.  In future filings , please expand to disclose the total number
of experimental vehicles that were produ ced and sold in fiscal year 2010.  Explain
whether these were prototype ve hicles or full production inve ntory vehicles, and describe
why they were considered to be experimental vehicles.  To the extent they were prototype
vehicles, explain the reasons why you believe the recognition of revenue is appropriate,
rather than recording the prototype sales pri ce as an offset against the cost of production
or research and development.  Expand to discus s the event(s) that occurred in fiscal year
2010 in order to produce a limited number of  experimental vehicles, as we note no
revenues were recorded prior to 2010 and that vehicles a nd prototypes are included under
PP&E at December 31, 2010.

Liquidity and Capital Resources, page 14

 5. In future filings, please expand your cash flow s discussion to provide  in some detailed
description your varied use of  stock issuances to finance your operations, including sales
and issuances of stock, stock options and warra nts to raise liquidity  and, to compensate
employees and consultants.  Please explain that as you have not began regular revenue
producing operations, the source of your availa ble cash has been primarily from sales of
common and preferred stock, and debt issuances.

Paul V. Gonzales AMP Holding Inc. July 19, 2011 Page 3

 6. See the first paragraph that di rectly follows the discussion of financing activities.  In
future filings, please disclose that your inde pendent auditors have issued an opinion on
your financial statements that raise substantial doubt as to your ability to continue as a
going concern.

Financial Statements

 Statements of Operations, page F-4

 7. In future filings, please reclas sify from Other income (loss) , the line item Gain (Loss) on
sale of assets to instead to be a co mponent of Loss from operations during the
development stage.  Refer to ASC Topic 360-10-45-5.
 8. In future filings, please expand your presentation of loss per sh are data to also include the
amount of diluted loss per share.  To the exte nt the diluted amount is the same as basic
loss per share, please expand the line item de scription to include both basic and diluted
loss per share.  We note that in addition to common stock outstanding, you have other
potential common shares, such as options and warrants, which would be used, if dilutive,
in a calculation of diluted earnings (l oss) per share.  See ASC 260-10-45-7.

Statement of Stockholders’ Equity, page F-5

 9. Please consider relabeling this  financial statement as the statement of stockholders’
deficit, rather than stockholders’ equity, as you have negative equity in each of the two
years presented.  Also, refer to the fiscal ye ar 2010 activity for the two lines identified as
Issuance of common stock, and fulfillment of stock subscriptions receivable, for the issuance of 171,969 and 7,401,000 common shares, aggregating $745,379 and
$2,946,960, respectively.  Please tell us how thes e shares and amounts reconcile with the
transactions disclosed under Unregister ed Sales of Equity Securities.

10. See the line item, Share based compensation for the year ended December 31, 2010, in
the amount of $1,436,979.  Please explain to us the computation of this amount.  To the
extent any of the multi-year consulting or service agreements discussed under
Unregistered Sales of Equity Securities are a component of this amount, in future filings
please disclose for each tran saction, the cost component recognized.  Your footnote
should distinguish between those transactions of share-based payment transactions with
employees (see ASC Topic 718-10) and thos e with non-employees (see ASC Topic 505-
50).

Paul V. Gonzales AMP Holding Inc. July 19, 2011 Page 4

 Statements of Cash Flows, page F-6

 11. See your disclosure of Supplemental disclo sure of non-cash activ ities, for the March
2010 transaction of conversion of a $10,000 note payable into 29,750 common shares.
Please reconcile the number of sh ares with that of 2,125 shares  shown in the statement of
stockholders’ equity or tell us where the 29,750 shares have been recorded.
 Note 1. Summary of Significant Ac counting Principles, page F-7

 Basis of Presentation
 and Subsequent Events
 12. Please reconcile the disclosure that you have  subscription agreements for purchases of
your common stock in the amount of $1,088,065 and warrants to purchase 107,699
common shares with the disclosure on pa ge 13 under Unregistered Sales of Equity
Securities that between Ja nuary 26, 2011 and March 29, 2011 you sold common stock for
aggregate consideration of $1,076,990 a nd issued warrants to purchase 897,492
(excluding warrants to purchase 336,498 common sh ares issued to the JCI, the placement
agent).
 13. Please consider including an accounting polic y for your cash and/or cash equivalents,
along with disclosing the estimated useful liv es of the individual components of your
property, plant and equipment.
 Form 10-Q for Quarterly Period Ended March 31, 2011

 General

 14. Comments issued above on the Form 10-K shoul d also be reflected in the March 31, 2011
Form 10-Q, as applicable, such as, but not lim ited to, reclassification of the gain (loss) on
sale of assets within th e statements of operations.
 15. Please amend the March 31, 2011 Form 10-Q to include a statement of cash flows for the
three months interim and cumulative-to-dat e period.  The filing omits this required
financial statement.  We note your Form 10-Q instead includes a statement that is labeled
as being cash flows; however the information presented is duplicative of the statement of
operations.
  Note 1. Summary of Significant Accounting Principles, page 6

 16. Please include disclosure as to whether th e interim financial statements include all
adjustments that, in the opinion of manage ment, are necessary in order to make the
financial statements not misleading.  See Inst ruction 2 to Rule 8-03 of Regulation S-X.

Paul V. Gonzales AMP Holding Inc. July 19, 2011 Page 5

 Management’s Discussion and Analysis

 Recent Developments, page 14

 17. With respect to the Distribution Agreement w ith Northern Lights Energy, please disclose
whether or not there was any material fina ncial consideration (i .e., cash, stock, options,
warrants, etc.) issued or received in exchange  for entering into the distribution agreement.

 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.
  You may contact Beverly A. Singleton, Sta ff Accountant, at (202)  551-3328, or Margery
Reich, Senior Review Accountan t, at (202) 551-3347, if you have  questions regarding comments
on the financial statements and related matters.  Please contact me at (202) 551-3211 with any
other questions.
Sincerely,
   /s/ David R. Humphrey
David R. Humphrey Accounting Branch Chief

Mail Stop 4561

July 21, 2008
 Mark DeFoor, President and CEO Title Starts Online, Inc. 7007 College Boulevard, Suite 270 Overland Park, KS 66211
 Re: Title Starts Online, Inc.
  Second Amended Registration Statement on Form S-1   Filed July 1, 2008    File No. 333-149036
Dear Mr. DeFoor:
  We have reviewed the above-captioned filing and your responses to our letter dated June 3, 2008, and have the following comments.
General

1. We note your response to our prior comment 1 in which asked you to consider
how your ability to extend the offering was consistent with Rule 10b-9 of the Securities Exchange Act of 1934.  In revising your registration statement to provide that the offering period will expire on September 30, 2008, it does not appear that you made a necessary conforming change to the outside front cover page of the prospectus, which states that the offering period will “continue, unless extended or terminated, until 5:00 P.M. Local Time on September 30, 2008.”  Please revise your disclosure so that it is consistent with the terms of your offering.
 Description of Business, page 18

 2. We note your response to our prior comment 10 in which we asked you to clearly
describe the stage of development of your products and applications.  Please expand your disclosure to discuss when you expect to begin marketing products or services that would be capable of generating revenues.
 Management’s Discussion and Analysis or Plan of Operation, page 21

Liquidity and Capital Resources, page 21

Mark DeFoor
Title Starts Online, Inc.
July 21, 2008 Page 2

3. We note your response to our prior comment 12 in which we asked you to
expand this section to disclose your viable plan to eliminate the uncertainty as to whether you will be able to continue as a going concern.  As we initially requested, please state the current rate at which you are using capital in operations and indicate whether the rate at which cash has been used in operations in the recent periods is consistent with your expectations regarding capital requirements during the next 12 months.  Explain any known future trend or any known events that will cause your future capital requirements to vary from historical ones.
 Certain Relationships and Related Party Transactions, page 22

 4. We note your response to our prior comment 13 in which we asked you to expand
your disclosure regarding a potential loan from Mr. DeFoor.  Your revised disclosure indicates that Mr. DeFoor has made a “firm commitment to loan up to $25,000 . . . as needed to aid development and start-up . . . if a critical need arises for the expenditure of funds prior to Closing.”  Expand your disclosure to discuss whether it is possible that Mr. DeFoor will not extend you the loan, any potential conditions to the loan, whether the amount of the possible loan may increase or decrease, and whether your failure to obtain the loan could impact your ability to continue as a going concern.  In addition, please clarify what you mean by the term “firm commitment.”  If there is a written agreement evidencing this commitment, please file the agreement as an exhibit, or explain why you believe Item 601(b)(10) of Regulation S-K does not  require you to do so.  If there is no
written agreement evidencing this commitment, revise your disclosure to address possible enforceability issues under applicable state law.
 Financial Statements, page 25

 5. We note your statement that you have incorporated your financial statements by
reference to your first amended registration statement on Form S-1/A filed on May 5, 2008.  You do not appear eligible to incorporate this information by reference.  See General Instruction VII to Form S-1.  Please include your financial statements in your third amended registration statement.

* * * * *
  As appropriate, please amend your filing in response to these comments.  Each responsive amendment should also include a marked copy of the amended filing that conforms with the provisions of Rule 310 of Regulation S-T.  Marked copies such as those in HTML format that show changes within paragraphs help us to expedite our review.  Please furnish a cover letter with your amendments that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendments and responses to our comments.

Mark DeFoor
Title Starts Online, Inc. July 21, 2008 Page 3

  If you have any questions regarding these comments, please contact Evan S. Jacobson at (202) 551-3428.  If you require fu rther assistance you may contact me at
(202) 551-3462.  If you thereafter require further assistance, you may contact the Assistant Director, Barbara C. Jacobs, at (202) 551-3735.          S i n c e r e l y ,             M a r k  P .  S h u m a n          B r a n c h  C h i e f  –  L e g a l    cc: Via Facsimile (312) 454-0261

Bartly J. Loethen, Esq.

Mail Stop 4561
June 3, 2008
 Mark DeFoor, President and CEO Title Starts Online, Inc. 7007 College Boulevard, Suite 270 Overland Park, KS 66211
 Re: Title Starts Online, Inc.
  First Amended Registration Statement on Form S-1   Filed May 5, 2008    File No. 333-149036
Dear Mr. DeFoor:
  We have limited our review of your registration statement to those issues addressed in our comments below.  Where indicated, we think you should revise your filings in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to
call us at the telephone numbers listed at the end of this letter.
General

1. We note that you may, in your sole discretion, extend the term of the offering beyond
August 29, 2008.  Please explain how your ability to extend the offering is consistent with Rule 10b-9 of the Securities Exchange Act of 1934.  Ensure that the cover page reference to the subscription period informs stockholders of any possible extension of the subscription period.  In addition, add a risk factor disclosing that based on the current terms of your offering, subscriptions may be held in the escrow account for an unspecified and undetermined amount of time.
 2. Although you are conducting a min-max offering, your disclosure in various instances
presents information assuming that all shares offered will be sold.  For example, in

Mark DeFoor
Title Starts Online, Inc.
June 3, 2008 Page 2
“Use of Proceeds” on page 11, you discuss your plans for the application of offering proceeds only if all offering shares are sold.  Please revise throughout your filing to present disclosure that addresses both the minimum and maximum offering amounts, as applicable.  Ensure that information relating to the completion of only the minimum offering is given prominence at least equivalent to information that is based on the assumption that all offered shares will be sold.  As an additional non-exclusive example of the amendments sought by this comment, we note that the beneficial ownership information at page 14 does not pr ovide disclosure regarding the effect of
the completion of the sale of the maximum and minimum offering amounts.
 Cover Page

 3. Identify the financial institution that will serve as the escrow agent.  In the prospectus
summary prominently disclose that checks or other payments as subscriptions for shares are to be provided to that escrow agent.
 Prospectus Summary, page 4

 Overview, page 4

 4. Please clearly disclose here and elsewhere, as appropriate, that the report of your
independent public accountants includes a paragraph that expresses substantial doubt concerning your ability to continue a going concern opinion.  As an additional non-exclusive example of the amendments sought by this comment, add risk factor disclosure regarding the fact that you have been issued a going concern opinion.
 The Company, page 4

 5. Please explain your statement that your “registration of the Shares is intended to
provide title abstractors an incentive to become a part of [you] through acquiring shares in a company for which there is a potential market to sell the Shares.”

The Offering, page 5

6. In this section, as well as on page 12, clarify that subscription amounts will be counted
towards the minimum subscription amount only if the form of payment, such as any check, clears the banking system prior to the end of the end of the offering period, which you currently indicate is August 29, 2008.

Risk Factors, page 6

7. On page 6, you state that you “make various statements in this section which
constitute ‘forward-looking’ statements under Section 27A of the Securities Act.”

Mark DeFoor
Title Starts Online, Inc.
June 3, 2008 Page 3
Because you are a new registrant that is not yet subject to the reporting requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the statements in your filing are made in connection with your initial public offering, this assertion appears inappropriate.  See paragraphs (a )(1) and (b)(2)(D) of Section 27A of the
Securities Act of 1933.  Please revise accordingly.
 Use of Proceeds, page 11

 8. Because you have listed more than one use for the proceeds, indicate the order of
priority of such purpose, and discuss your plans if substantially less than the maximum proceeds are obtained.  See Instruction 1 to Item 504 of Regulation S-K.  If you will be unable to fund your operations for six months if you receive subscriptions for less than 900,000 shares, add a risk factor discussing this issue, and prominently disclose this elsewhere, as appropriate.
 Plan of Distribution, page 12

 9. You indicate that checks are to be forwarded to your law firm and that the checks are
to be made payable to your company.  This appears inconsistent with your statement on the cover page that all subscription funds will be held until closing in a separate account at an insured institution.  Please revise and advise.
 Description of Business, page 16

 10. In the Prospectus Summary, as well as this section, please clearly describe the stage of
development of your products and applications.  Discuss what has been accomplished, as well as what remains to be accomplished to complete any development of products or applications.  Explain when you expect to  begin marketing products or services that
would be capable of generating revenues, and discuss what must be accomplished for commercial marketing to commence.  Ensure that you prominently place the disclosure regarding the stage of your business development and your ability to generate revenues, and provide an adequate discussion therein.

Management’s Discussion and Analysis or Plan of Operation, page 19

11. Please provide an overview of management’s plans for the development of your
business and discuss the significant uncertainties and challenges that are faced by management in pursuing those plans.  Describe the anticipated effect of the completion of the minimum and maximum offering amounts on the capabilities of the company.  Ensure that you explain how operations would be expected to vary from the historical operations, in the event the maximum and minimum offering amounts are obtained.

Mark DeFoor
Title Starts Online, Inc.
June 3, 2008 Page 4   Liquidity and Capital Resources, page 19

 12. Expand this section to disclose your viable plan to eliminate the uncertainty as to
whether you will be able to continue as a going concern.  In this respect, indicate the period of planned operations that your existing capital resources will enable you to fund, and if those resources are not sufficient to fund a minimum of 12 months of operations following the date of the prospectus, state the estimated amount of additional capital that you believe must be obtained to enable you to pursue your business plan for the minimum period of 12 months.  Explain more specifically how you plan to address any material capital deficiency that you describe.  Also, state the current rate at which you are using capital in operations.  Indicate whether the rate at which cash has been used in operations in the recent periods is consistent with your expectations regarding capital requirements during the next 12 months.  Explain any known future trend or any known events that will cause your future capital requirements to vary from historical ones.  Describe the anticipated effect of the
receipt of the minimum and the maximum offering proceeds are expected to have on your ability to pursue your business plan.  See Item 303(a)(1) and (2) of Regulation S-K, and Instructions 2 and 5 thereto; see also SEC Release Nos. 33-6835 and  33-8350.
Certain Relationships and Related Party Transactions, page 20

 13. Please expand your disclosure regarding a potential loan from Mr. DeFoor to discuss
whether it is possible that Mr. DeFoor will not extend you the loan, any potential conditions to the loan, whether the amount of the possible loan may increase or decrease, and whether your failure to obtain the loan could impact your ability to continue as a going concern.  Expand your discussion elsewhere, such as the liquidity and capital resources portion of management’s discussion and analysis, as appropriate.

Exhibits, page II-2

14. Please advise us when you plan to enter into the escrow arrangement and file the
executed escrow agreement as an exhibit to your registration statement.  We would expect that your escrow agreement will be executed prior to the effectiveness of your
registration statement, and that a materially complete description of the agreed-upon escrow procedures will be included in your disclosure.

* * * * *
  As appropriate, please amend your filings in response to these comments.  Each responsive amendment should also include a marked copy of the amended filing that conforms with the provisions of Rule 310 of Regul ation S-T.  Marked copies such as those in

Mark DeFoor
Title Starts Online, Inc.
June 3, 2008 Page 5  HTML format that show changes within paragraphs help us to expedite our review.  Please furnish a cover letter with your amendments that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendments and responses to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Act of 1933 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all the facts relating to a company’s disclosure, they are responsible for the accuracy and adequately of the disclosures they have made.   Notwithstanding our comments, in the event the company requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

• should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
• the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
• the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
  In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.     We will consider a written request for acceleration of the effective date of the registration statement as a confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities
Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement.  We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date.
We direct your attention to Rule 461 regarding requesting acceleration of a
registration statement.  Please allow adequate time after the filing of any amendment for

Mark DeFoor
Title Starts Online, Inc. June 3, 2008 Page 6  further review before submitting a request for acceleration.  Please provide this request at
least two business days in advance of the requested effective date.   If you have any questions regarding these comments, please contact Evan S. Jacobson at (202) 551-3428.  If you require further assistance you may contact me at (202) 551-3462.  If you thereafter require further assistance, you may contact the Assistant Director, Barbara C. Jacobs, at (202) 551-3735.          S i n c e r e l y ,             M a r k  P .  S h u m a n          B r a n c h  C h i e f  –  L e g a l    cc: Via Facsimile (312) 454-0261

Bartly J. Loethen, Esq.

Mail Stop 4561

February 11, 2008

Mark DeFoor President and Chief Executive Officer Title Starts Online, Inc. 7007 College Boulevard, Suite 270 Overland Park, KS 66211
 Re: Title Starts Online, Inc.
  Registration Statement on Form SB-2   Filed February 4, 2008    File No. 333-149036

Dear Mr. DeFoor:
  This is to advise you that a preliminary revi ew of the above registration statement indicates
that it fails in numerous material respects to co mply with the requirements of the Securities Act of
1933, the rules and regulations under that Act, and the requirements of the form.  For this reason, we
will not perform a detaile d examination of the registration st atement, and we will not issue any
comments other than those provided below becaus e to do so would delay the review of other
disclosure documents that do not appear  to contain comparable deficiencies.
 Form SB-2

 1. We note that you have not in cluded any financial statements in your registration statement.
Filings on Form SB -2 must contain current, audited fi nancial statements that include a
signed and dated report of an independent ac countant.  See Item 31 0 of Regulation S-B.

* * * * *
  You are advised that we will  not recommend acceleration of  the effective date of the
registration statement and that, sh ould the registration statement become effective in its present
form, we would be required to consider what re commendation, if any, we should make to the
Commission.   We suggest that you cons ider submitting a substantive amendment to correct the
deficiencies or a request for wit hdrawal of the filing.  Upon receipt of a re sponse to our comments
above and an amended registration statement, we will review the registration statement and may
have additional comments at that time.

Mark DeFoor
Title Starts Online, Inc. February 11, 2008 Page 2   We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes all information require d under the Securities Act
of 1933 and that they have provided all informati on investors require for an informed investment
decision.  Since the company and its management  are in possession of a ll facts relating to a
company’s disclosure, they are responsible for the accuracy and adequacy of  the disclosures they
have made.
Notwithstanding our comments, in the event the company requests acceleration of the
effective date of the pending registration statement,  it should furnish a letter, at the time of such
request, acknowledging that:
• should the Commission or the staff, acting pursua nt to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the
filing;
 • the action of the Commission or the staff, acting pursuant to delegated authority, in declaring
the filing effective, does not re lieve the company from its full responsibility for the adequacy
and accuracy of the disclosure in the filing; and
 • the company may not assert staff comments and th e declaration of effectiveness as a defense
in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divisi on of Corporation Finance in connection with
our review of your filing or in response to our comments on your filing.
 If you have any questions regarding these comm ents, please contact Evan S. Jacobson at
(202) 551-3428.  If you require further assistance  you may contact me at (202) 551-3735.  If you
thereafter require further assist ance, you may contact the Assistant Director, Barbara C. Jacobs,
at (202) 551-3730.
     S i n c e r e l y ,          Mark P. Shuman      B r a n c h  C h i e f  –  L e g a l
    cc: Via Facsimile (312) 454-0261

 Bartly J. Loethen, Esq.  Synergy Law Group, LLC