SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720

March 16, 2007

Mr. James B. Wiegand
President
Rosewind Corporation
16200 WCR 18E
Loveland, CO 80537

Re: Rosewind Corporation
Amendment No. 1 to Registrati on Statement on Form SB-2
Filed March 7, 2007
  File No. 333-139933

Dear Mr. Wiegand:

We have reviewed your amended filing a nd have the following comments.  Where
indicated, we think you should re vise your document 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 or may not 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 ove rall disclosure in your filing.
We look forward to working with you in these re spects.  We welcome any questions you may have
about our comments or any other aspect of our re view.  Feel free to call us at the telephone
numbers listed at the end of this letter.

General
1. Despite your response to prior comment one regarding the need to set a fixed price for the
shares being registered for resa le, the disclosure still indica tes that the selling security
holders will sell at prevailing ma rket prices.  As indicated in  our previous comment, Rule
415 does not permit you to do so.  Revise thr oughout, including the registration statement
fee table, to indicate that all the shares in the offering will be offered at a fixed price of
$0.25 per share until the offering is completed.
2. We note that Mr. Wiegand has received 100,000 shares of company stock in 2005 for “services” to the company.  We also note your asse rtion that he is not be ing paid directly or

Mr. James B. Wiegand
Rosewind Corporation
March 16, 2007 p. 2

indirectly for his participa tion in the offering.  Howeve r, your executive compensation
disclosure does not disclose any compensati on paid or accrued for Mr. Weigand for 2004,
2005, or 2006.  Please revise accordingly.
3. As indicated by our previous comment 1, we believe the offering is a primary offering on
behalf of the company with th e selling security holders de emed to be underwriters.
Therefore, Mr. Wiegand and the rest of the sell ing security holders are not permitted to sell
their shares on a delayed basis.   Therefore, remove those shares from the registration
statement unless all shares are offered on a con tinuous basis.  Please al so note that if Mr.
Wiegand will be selling his shares contemporan eously with the shares he is selling on
behalf of the company further di sclosure will be necessary to  clarify how decisions will be
made as to which shares will be sold.  Please revise accordingly.

Prospectus Cover Page
4. Revise the cover page so that it is cl ear that you are conducting a minimum/maximum
offering and indicate the date the offering will end and whether there are any minimum
purchase requirements.  Disclose the price to the public for the securities on both a per share
basis and based on the total minimum and tota l maximum amount of the offering.  See Item
501(a)(9)(iii) and (iv) of Regulation S-B.

Summary, page 4
5. In light of your response to prior comment tw o regarding your status as a blank check
company, please include a representation both he re and in the Busine ss section that you do
not consider yourself a blank check company and that you do not have any intention to
engage in a reverse merger with an y entity in an unrelated industry.
6. Update throughout the prospectus the number of shares outstanding as of the most recent
practicable date.
7. The summary financial data should also refl ect your unaudited financ ial statements through
November 30, 2006.

Risk Factors, page 6
8. In light of the fact that your sole asset is located in Australia, include an additional risk
factor addressing the recove rability of assets locate d in a foreign jurisdiction.
9. You have not addressed the risks associated w ith securing and maintaining all certification
and licensing requirements necessary to opera te a sailing vessel used for commercial
purposes.  Please provide this disclosure  both here and in the Business section.

Mr. James B. Wiegand
Rosewind Corporation
March 16, 2007 p. 3

As a public company…., page 7
10. In light of your admission that it is likely the burden of operating as a public company will
cause you to fail to achieve profitability, please disclo se the reasons why you are
conducting this offering.

We depend upon our key personnel…., page 8
11. In light of James Wiegand’s other business obligations, disc lose the number of hours per
week that he will contribute to the company.

The Offering, page 10
12. Indicate whether your officers a nd directors will purchase shares in an effort to reach the
minimum.

Use of Proceeds, page 10
13. Given the nature of your offering, please revise  the use of proceeds se ction to disclose how
the proceeds will be allocated should you obtai n the minimum as well as 50% and 75% of
the maximum.
14. The disclosure on page 13 states that you inte nd to pay accrued officer and director salaries
on a pro rata basis as offering proceeds are rais ed.  Disclose this f act here and in MD&A,
and explain how this pro rata calculation will be made.  Indicate the amount of accrued but
unpaid salaries to date.
15. Clarify whether any portion of the proceeds will be used to discharge debt.  In this regard,
we note that you have borrowed amounts from your  sole officer/director.  See Item 504 of
Regulation S-B.

Plan of Distribution, page 12
16. Confirm the number of shares  (200,000) listed in the third paragraph under “The Offering
Will Be Sold By Our Chief Financial Officer.”
17. Please file the subscription agreement as an exhibit.

Directors, Executive Officers, Promoters and Control Persons, page 16
18. Identify your promoters.  See Item 404(d) of Regulation S-B.
19. Provide James Wiegand’s business experience duri ng the past five years.  See Item 401 of
Regulation S-B.  In doing so, and in light  of our prior comment concerning Rule 419,

Mr. James B. Wiegand
Rosewind Corporation
March 16, 2007 p. 4

provide tabular disclosure similar to that se t forth on page 12 of Pinel Bay’s Form 10-SB
(000-52204) of all blank check companies wi th which Mr. Wiegand has been and/or
currently is associated.

Part II
20. You have not included the full disclosure requir ements of Part II to Form SB-2.  Please do
so.

Exhibits
21. In addition to the subscription agreement, please also file the escrow agreement, the Report
of Survey dated March 4, 2005, and the Board of Directors Consent Resolution dated March
4, 2005.

Signatures
22. Please include the signature of your principal accounting officer or controller.  See prior
comment 16 and the Instruction for signatures to Form SB-2.

* * *

As appropriate, please amend your filing in resp onse to these comments.  You may wish to
provide us with marked copies of the amendment to expedite our review.  Please furnish a cover
letter with your amendment that keys your res ponses to our comments a nd provides any requested
information.  Detailed cover lette rs greatly facilitate our review .  Please understand that we may
have additional comments after reviewing your amendments and responses to our comments.
We direct your attention to Rules 460 and 461 regarding requesting acceleration of a
registration statement.  Please a llow adequate time after the fili ng of any amendment for further
review before submitting a request for acceleration.  Please provide this request at least two business days in advance of the requested effective date.

You may contact William Bennett, Staff Attorney, at (202) 551-3389, or me, at 202-551-
3810, with any other questions.

     S i n c e r e l y ,

     L a r r y  S p i r g e l
     A s s i s t a n t  D i r e c t o r