0001213900-15-006522.txt : 20151110 0001213900-15-006522.hdr.sgml : 20151110 20150826134640 ACCESSION NUMBER: 0001213900-15-006522 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150826 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Wins Finance Holdings Inc. CENTRAL INDEX KEY: 0001640251 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE, 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 646-480-9882 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE, 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 CORRESP 1 filename1.htm

 

Graubard Miller

The Chrysler Building

405 Lexington Avenue

New York, N.Y. 10174-1101

(212) 818-8800

  
     
facsimile   direct dial number  
(212) 818-8881   (212) 818-8638  
    email address  
    jgallant@graubard.com      

 

August 26, 2015

 

VIA EDGAR

 

Michael R. Clampitt, Esq.

Senior Staff Attorney

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 

  Re: Wins Finance Holdings Inc.
    Amendment No. 2 to Registration Statement on Form S-4
    Filed August 4, 2015
    File No. 333-204074

 

Dear Mr. Clampitt:

 

On behalf of Wins Finance Holdings Inc. (the “Company”), we respond as follows to the Staff’s comment letter, dated August 11, 2015, relating to the above-captioned Registration Statement on Form S-4 (“Registration Statement”). Captions and page references herein correspond to those set forth in Amendment No. 3 to the Registration Statement, a copy of which has been marked with the changes from Amendment No. 2 to the Registration Statement. We are also delivering three (3) courtesy copies of such marked copy to Erin Purnell.

Please note that for the Staff’s convenience, we have recited each of the Staff’s comments and provided the Company’s response to each comment immediately thereafter.

Sino Mercury Acquisition Corp., page F-2

1.Please revise to include updated financial statements noting the updating requirements of Rule 8-08 of Regulation S-X. Please also provide an updated consent from your independent accountant in your next pre-effective amendment.

 

We have updated the financial statements as required by Rule 8-08 of Regulation S-X and provided an updated consent from the independent accountant as requested.

 

 
 

 

Securities and Exchange Commission

August 26, 2015

Page 2

 

Wins Finance Group Limited, page F-29

 

2.We note your response comment 9 and your revised disclosure in Note 17. It appears that net income divided by the weighted average number of common shares outstanding during the period does not equal your disclosed earnings per share for December 31, 2013. Please revise your filing as needed.

We have made the appropriate revisions as requested.

 

3.Please correct pagination issues throughout the document (e.g. – page F-31, pages F-45 through F-55, etc.).

We have corrected the pagination throughout the document as requested.

 

*************

If you have any questions, please do not hesitate to contact me at the above telephone and facsimile numbers.

 

  Sincerely,
   
  /s/ Jeffrey M. Gallant
  Jeffrey M. Gallant

 

cc:      Mr. Richard Xu