February 12, 2007
BY EDGAR AND FACSIMILE (202-772-9210)
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
Attn: Elaine Wolff
Ladies and Gentlemen:
On behalf of Tailwind Financial Inc. ("Tailwind" or the "Company"), we are submitting this letter in response to the comments of the staff (the "Staff") of the Securities and Exchange Commission (the "Commission") as set forth in your letter dated October 12, 2006 (the "Comment Letter") to Mr. Andrew A. McKay, the Chief Executive Officer of the Company. The Comment Letter relates to the Company's Amendment No. 2 to Registration Statement on Form S-1, File No. 333-135790 (the "Registration Statement"), which was filed with the Commission on September 20, 2006. Filed herewith via EDGAR is Amendment No. 3 to the Registration Statement ("Amendment No. 3").
The responses and supplementary information set forth below have been organized in the same manner in which the Staff's comments were organized and all page references in the Company's responses are to Amendment No. 3. A copy of this letter is being delivered under separate cover to Amanda McManus of the Staff.
General
Comment
Response
The Company has revised the summary and underwriting sections in response to the Staff's comment.
Comment
Response
The Company respectfully advises the Staff that Section 11 of the form of Underwriting Agreement filed has been revised in response to the Staff's comment. Specifically, subsection (a)(ii) was revised and subsection (a)(iii) was added, in each case to ensure that Section 11 is consistent with the Staff's guidance in The First Boston Corporation no action letter (September 3, 1985). A revised form of Underwriting Agreement has been filed with Amendment No. 3.
Proposed Business. page 54
Comment
Response
The Company has revised the summary section in response to the Staff's comment.
Principal Stockholders. page 82
Comment
Response
Jovian Capital Corporation is a Canadian widely held, publicly traded, TSX Venture Exchange listed company. As such, while, based on publicly available information, Jovian Capital Management has one individual shareholder who is a natural person and who owns approximately 13.93% of the common shares of Jovian Capital Management there is not a natural person in control of Jovian Capital Management.
* * *
Please direct any general questions or comments concerning this letter, and any requests for additional information, to the undersigned at (416) 601-2422. Thank you.
| Sincerely, | |||
/s/ ANDREW A. MCKAY | |||
Andrew A. McKay |
