SecProbe.io

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 March 18, 2026

Jason Katz
Chief Executive Officer
Intelligent Protection Management Corp.
30 Jericho Executive Plaza, Suite 400E
Jericho, NY 11753

 Re: Intelligent Protection Management Corp.
 Registration Statement on Form S-3
 Filed March 17, 2026
 File No. 333-294385
Dear Jason Katz:

 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 Jan Woo at 202-551-3453 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Rachel O Donnell, Esq.
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CORRESP
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 Intelligent Protection Management Corp.

 30 Jericho Executive Plaza, Suite 400E

 Jericho, NY 11753

 March 18, 2026

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Technology
Washington, D.C. 20549

 Attention: Jan Woo

 Re: Intelligent Protection Management Corp.
Registration Statement on Form S-3

 Filed on March 17, 2026

 File No. 333-294385 (the " Registration
Statement ")

 Request for Acceleration

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the Rules and Regulations
of the Securities and Exchange Commission (the " Commission ") under the Securities Act of 1933, as amended, Intelligent
Protection Management Corp. (the " Company ") hereby respectfully requests acceleration of the effective date
of the Registration Statement so that it may become effective at 4:00 p.m., Eastern Time, on March 20, 2026, or as soon thereafter as
practicable.

 Should any member of the staff of the Commission
have any questions or comments with respect to this request, please contact our counsel, Haynes and Boone, LLP, attention: Rachel O'Donnell,
Esq. at (214) 651-5204.

 Very truly yours,

 INTELLIGENT PROTECTION MANAGEMENT CORP.

 By: /s/ Jason Katz

 Jason Katz Chief Executive Officer

 cc: Rachel O'Donnell, Haynes and Boone, LLP

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Paltalk, Inc.

30 Jericho Executive Plaza, Suite 400E

Jericho, New York 11753

October 13, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Janice Adeloye

 Re: Paltalk, Inc.

Registration Statement on Form S-3

Filed on October 5, 2021

File No. 333-260063 (the “Registration Statement”)

Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 of the
Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under the Securities Act
of 1933, as amended, Paltalk, Inc. (the “Company”) hereby respectfully requests acceleration of the effective
date of the Registration Statement so that it may become effective at 4:00 p.m., Eastern Time, on October 14, 2021, or as soon thereafter
as practicable.

Should any member of the staff
of the Commission have any questions or comments with respect to this request, please contact our counsel, Haynes and Boone, LLP, attention:
Greg R. Samuel, Esq. at (214) 651-5645.

    Very truly yours,

    PALTALK, INC.

    By:
    /s/ Jason Katz

    Name:
    Jason Katz

    Title:
    Chief Executive Officer

 cc: Greg R. Samuel, Esq., Haynes and Boone, LLP

Michael C. Haden, Esq., Haynes and Boone, LLP

United States securities and exchange commission logo
October 12, 2021
Jason Katz
Chief Executive Officer
Paltalk,Inc.
30 Jericho Executive Plaza, Suite 400E
Jericho, NY 11753
Re:Paltalk, Inc.
Registration Statement on Form S-3
Filed on October 5, 2021
File No. 333-260063
Dear Mr. Katz:
            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 Janice Adeloye at 202-551-3034 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Michael Haden

CORRESP
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July 30, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attention: Nicholas Lamparski

  Re:
  Paltalk, Inc.

  Registration Statement on Form S-1

  File No. 333-257036 (the “Registration Statement”)

Ladies and Gentlemen:

On July 29, 2021, the undersigned,
as underwriter of the proposed public offering of Paltalk, Inc. (the “Company”),
joined the Company’s request for acceleration of the effective date of the above referenced Registration Statement, requesting effectiveness
for 2:00 p.m., Eastern Time, on August 2, 2021, or as soon thereafter as is practicable.

The Company is no longer requesting
that such Registration Statement be declared effective at such time, and we hereby formally, and with immediate effect, withdraw our request
for acceleration of the effective date.

    Very truly yours,

    Maxim Group LLC

    By:
    /s/ Clifford A. Teller

    Name: Clifford A. Teller

Title: Head of Investment Banking, Executive Managing Director

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July 30, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attention: Nicholas Lamparski

    Re:
    Paltalk, Inc.

    Registration Statement on Form S-1

    Filed on June 11, 2021, as amended on June 28, 2021

    File No. 333-257036 (the “Registration Statement”)

Ladies and Gentlemen:

On July 29, 2021, we requested
acceleration of the effective date of the above referenced Registration Statement to permit it to become effective at 2:00 p.m., Eastern
Time, on August 2, 2021, or as soon thereafter as is practicable. We are no longer requesting that such Registration Statement be declared
effective at such time, and we hereby formally, and with immediate effect, withdraw our request for acceleration of the effective date.

Should any member of the staff
of the Securities and Exchange Commission have any questions or comments with respect to this request, please contact our counsel, Haynes
and Boone, LLP, attention: Greg R. Samuel, Esq. at (214) 651-5645.

    Very truly yours,

    PALTALK, INC.

    By:
    /s/ Jason Katz

    Name:
     Jason Katz

    Title:
     Chief Executive Officer

    cc:
    Greg R. Samuel, Esq., Haynes and Boone, LLP

    Michael C. Haden, Esq., Haynes and Boone, LLP

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Paltalk, Inc.

30 Jericho Executive Plaza, Suite 400E

Jericho, New York 11753

July 29, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Nicholas Lamparski

  Re:
  Paltalk, Inc.

  Registration Statement on Form S-1

  Filed on June 11, 2021, as amended on June 28, 2021

  File No. 333-257036 (the “Registration Statement”)

  Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 of the Rules
and Regulations of the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933,
as amended, Paltalk, Inc. (the “Company”) hereby respectfully requests acceleration of the effective date of
the Registration Statement, as amended, so that it may become effective at 2:00 p.m., Eastern Time, on August 2, 2021, or as soon thereafter
as practicable.

Should any member of the staff
of the Commission have any questions or comments with respect to this request, please contact our counsel, Haynes and Boone, LLP, attention:
Greg R. Samuel, Esq. at (214) 651-5645.

    Very truly yours,

    PALTALK, INC.

    By:
    /s/ Jason Katz

    Name:
    Jason Katz

    Title:
    Chief Executive Officer

  cc:
  Greg R. Samuel, Esq., Haynes and Boone, LLP

  Michael C. Haden, Esq., Haynes and Boone, LLP

CORRESP
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Paltalk, Inc.

30 Jericho Executive Plaza, Suite 400E

Jericho, New York 11753

July 29, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Nicholas Lamparski

  Re:
  Paltalk, Inc.

  Registration Statement on Form S-1

  Filed on June 11, 2021, as amended on June 28, 2021

  File No. 333-257036 (the “Registration Statement”)

  Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 of the Rules
and Regulations of the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933,
as amended, Paltalk, Inc. (the “Company”) hereby respectfully requests acceleration of the effective date of
the Registration Statement, as amended, so that it may become effective at 5:00 p.m., Eastern Time, on August 2, 2021, or as soon thereafter
as practicable. This request for acceleration amends, restates and supersedes in its entirety the previously submitted acceleration request
filed with the Commission on July 29, 2021 and is being filed to change the requested effective time from 2:00 p.m. to 5:00 p.m., Eastern
Time, on August 2, 2021.

Should any member of the staff
of the Commission have any questions or comments with respect to this request, please contact our counsel, Haynes and Boone, LLP, attention:
Greg R. Samuel, Esq. at (214) 651-5645.

    Very truly yours,

    PALTALK, INC.

    By:
    /s/ Jason Katz

    Name:
    Jason Katz

    Title:
    Chief Executive Officer

  cc:
  Greg R. Samuel, Esq., Haynes and Boone, LLP

  Michael C. Haden, Esq., Haynes and Boone, LLP

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July
29, 2021

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Nicholas Lamparski

    Re:
    Paltalk,
    Inc.

    Registration Statement on Form
    S-1

    File No. 333-257036

Ladies
and Gentlemen:

As the
underwriter of the proposed public offering of Paltalk, Inc. (the “Company”),
we hereby join the Company’s request that the effective date for the above-referenced Registration Statement on Form S-1 be accelerated,
requesting effectiveness for 5:00 p.m., Eastern Time, on August 2, 2021, or as soon thereafter as is practicable. This request for acceleration
of effectiveness amends, restates and supersedes in its entirety the previously submitted acceleration request filed with the U.S. Securities
and Exchange Commission (the “Commission”) on July 29, 2021 and is being filed to change the requested effective time from
2:00 p.m. to 5:00 p.m., Eastern Time, on August 2, 2021.

Pursuant
to Rule 460 of the General Rules and Regulations of the Commission under the Securities Act of 1933, as amended, please be advised
that there will be distributed to each underwriter or dealer that is reasonably anticipated to participate in the distribution of the
securities in this offering as many copies of the preliminary prospectus as appears to be reasonable to secure adequate distribution of
the preliminary prospectus.

The
undersigned advises that it has complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act
of 1934, as amended.

    Very
    truly yours,

    Maxim Group LLC

    By:
    /s/
    Clifford A. Teller

    Name:
    Clifford A. Teller

    Title: Head of Investment Banking, Executive Managing Director

CORRESP
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July
29, 2021

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Nicholas Lamparski

    Re:
    Paltalk,
    Inc.

    Registration Statement on Form
    S-1

    File No. 333-257036

Ladies
and Gentlemen:

As the
underwriter of the proposed public offering of Paltalk, Inc. (the “Company”),
we hereby join the Company’s request that the effective date for the above-referenced Registration Statement on Form S-1 be accelerated,
requesting effectiveness for 2:00 p.m., Eastern Time, on August 2, 2021, or as soon thereafter as is practicable.

Pursuant
to Rule 460 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933,
as amended, please be advised that there will be distributed to each underwriter or dealer that is reasonably anticipated to participate
in the distribution of the securities in this offering as many copies of the preliminary prospectus as appears to be reasonable to secure
adequate distribution of the preliminary prospectus.

The
undersigned advises that it has complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act
of 1934, as amended.

    Very
    truly yours,

    Maxim Group LLC

    By:
    /s/
    Clifford A. Teller

    Name:
    Clifford A. Teller

    Title: Head of Investment Banking, Executive Managing Director

United States securities and exchange commission logo
June 21, 2021
Jason Katz
Chief Executive Officer
Paltalk, Inc.
30 Jericho Executive Plaza, Suite 400E
Jericho, NY 11753
Re:Paltalk, Inc.
Registration Statement on Form S-1
Filed June 11, 2021
File No. 333-257036
Dear Mr. Katz:
            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 Nicholas Lamparski at 202-551-4695 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Greg R. Samuel, Esq.

CORRESP
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    accelletter_snap.htm

SNAP INTERACTIVE, INC.

363 7th Avenue, 13th Floor

New York, New York 10001

April 6, 2011

U.S. Securities & Exchange Commission

Office of Small Business

100 F Street, NE

Washington, D.C. 20549

Re:

SNAP INTERACTIVE, INC.

File No. 333-172202

Dear Sir/Madam:

Request is hereby made for the acceleration of the effective date of our Registration Statement on Form S-1, File No. 333-172202, to 3:00 P.M. Eastern Standard Time on April 8, 2011, or as soon as practicable thereafter.

We are also aware that:

•                  Should the Commission or the staff, acting pursuant to a 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 a 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;

•                  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.

Very truly yours,

SNAP INTERACTIVE, INC.

/s/ Clifford Lerner

CLIFFORD LERNER

CHIEF EXECUTIVE OFFICER

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

       DIVISION OF
CORPORATION FINANCE

 February 22, 2011
 Clifford Lerner, President Snap Interactive, Inc. 363 7
th Avenue, 13th Floor
New York, NY  10001
 Re: Snap Interactive, Inc.
  Registration Statement on Form S-1   Filed February 11, 2011   File No. 333-172202
Dear Mr. Lerner:

We have limited our review of your registra tion 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 beli eve 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 re gistration statement and the information you
provide in response to these comments , we may have additional comments.
 General

 1. If you intend to request effectiveness be fore providing updated audited financial
statements for the fiscal year ended D ecember 31, 2010, confirm that such audited
financial statements are not available and provi de us with your analysis as to whether you
satisfy each of the requirements of Rule 8-08(b) of Regulation S-X.
 Undertakings, page II-5

 2. Please provide the undertaking required by Item 512(h) of Regulation S-K.
 Signatures, page II-6

 3. It appears that only the regist rant has signed the registration statement.  The registration
statement must also be signed by specifie d persons in their individual capacities,
including the company's principal executive o fficer, its principal fi nancial officer, its

Clifford Lerner, President
Snap Interactive, Inc. February 22, 2011 Page 2

controller or principal accounti ng officer and by at least a majority of the board of
directors.  Please revise.  Refer to Instruct ion 1 to Signatures in the Form S-1. If any
person occupies more than one of the specified positions required to sign the Form S-1, indicate on the signature page all of the capacities in which the person is signing the
Form S-1.  Also, the appropriate text spec ified in the Form S-1 should precede the
signatures provided by th e required individuals.

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 incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, 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 date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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 a nd 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 Rule 461 regarding requests fo r acceleration.  We will consider a written
request for acceleration of the e ffective date of the registration statement as confirmation of the
fact that those requesting acceler ation are aware of their respec tive responsibilities under the
Securities Act of 1933 and the Secu rities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Clifford Lerner, President
Snap Interactive, Inc. February 22, 2011 Page 3

 If you have any questions regarding these co mments, please contact Matthew Crispino at
(202) 551-3456.  Should you require further assistance, you may contact the undersigned at (202)
551-3462.           S i n c e r e l y ,           / s /  M a r k  P .  S h u m a n           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: Gregg E. Jaclin, Esq.  Anslow & Jaclin, LLP

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ETWINE HOLDINGS, INC.

366 NORTH BROADWAY

SUITE 41042

JERICHO, NY 11753

(516) 942-2030

July 11, 2006

U.S. Securities & Exchange Commission

Office of Small Business

450 Fifth Street NW

Washington, D.C. 20549

            Re:

            ETWINE HOLDINGS, INC.

            File No. 333-132401

Dear Sir/Madam:

Request is hereby made for the acceleration of the effective date of our Registration Statement on Form SB-2, File No. 333-132401, to 12:00 P.M. on July 13, 2006 or as soon as practicable thereafter.

We are also aware that:

•          Should the Commission or the staff, acting pursuant to a 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 a 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;

•          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 law of the Untied States.

Very truly yours,

ETWINE HOLDINGS, INC.

/s/ CLIFFORD LERNER

PRESIDENT AND CHIEF

EXECUTIVE OFFICER

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010

        J u n e  2 0 ,  2 0 0 6

Clifford Lerner
Chief Executive Officer
Etwine Holdings, Inc.
366 North Broadway, Suite 41042
Jericho, NY 11753

 Re: eTwine Holdings, Inc.
Amendment No. 2 to Registrati on Statement on Form SB-2
Filed June 9, 2006
File No. 333-132401

Dear Mr. Lerner:

We have reviewed your filing and 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 deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
Please understand that the purpose of our re view 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 in your updated March 31, 2006 financ ial statement disclosure that the
company collected $53,500 in subscriptions receivable from investors during 2006.  $47,300 subscription receivables ar e outstanding as of March 31, 2006.
These subscriptions receivable relate to 797,000 shares privately placed to 37
investors for $105,750 cash and $93,500 subscriptions receivable and 7.3 million shares issued to your founder in exch ange for a $7,300 subscription receivable,
which has not been collected.

Clifford Lerner
Etwine Holdings, Inc. June 20, 2006
Page 2
• Please clarify why there is a subscrip tion receivable for Darrell Lerner for
the 7.3 million shares, since you disclose elsewhere that these shares were issued in exchange for his services.
• The resale shares being registered  include 600,000 shares beneficially
owned by Clifford and Darrell Lerner  and are part of the 7.3 million
shares originally issued to Darre ll Lerner in exchange for the $7,300
subscription agreement. The resale shares also include the 797,000 shares privately placed with 37 investors and for which there are outstanding
$40,000 subscriptions receivable. Please provide us your analysis whether
the subscriptions receivable are considered valid and sufficient
consideration under Delaware law in or der for legal counsel to opine that
the shares being registered are fully paid and nonassessable.
• Please file as an exhibit the purchase agreement for the private placement of 797,000 shares.

 We may have further comments af ter we review your response.

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment 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 amendmen t 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 in formation 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 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 even t 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 purs uant to delegated authority, declare the
filing effective, it does not foreclose th e 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

Clifford Lerner
Etwine Holdings, Inc. June 20, 2006
Page 3
‚ the company may not assert staff comments a nd 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 advi sed that the Division of En forcement 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 conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te 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 acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

You may contact Patricia Armelin at (202)  551-3747 or in her absence, John Cash
at (202) 551-3768 if you have questions rega rding comments on the financial statements
and related matters.  Please contact Brig itte Lippmann at (202) 551-3713 or in her
absence, me at (202) 551-3760 if you have any other questions.

Sincerely,

Pamela A. Long
Assistant Director

cc: Gregg E. Jaclin, Esq.
 Anslow & Jaclin, LLP
 195 Route 9 South, Suite 204
 Manalapan, NJ 07726

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010

        May 22, 2006

Clifford Lerner
Chief Executive Officer
Etwine Holdings, Inc.
366 North Broadway, Suite 41042
Jericho, NY 11753

 Re: eTwine Holdings, Inc.
Amendment No. 1 to Registrati on Statement on Form SB-2
Filed May 12, 2006
File No. 333-132401

Dear Mr. Lerner:

We have reviewed your filing and 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 deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
Please understand that the purpose of our re view 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 your response to prior comments 1 and 6. Darrell Lerner was the president of eTwine.com and, based on disclosure in other EDGAR filings,
Darrell Lerner appears to be a promoter for other shell companies:
• He was the co-founder and president of Fantasy Sports Net Inc., which filed
a Form SB-2 registration statement.
• He was also the sole officer and dire ctor of Relocate411.com, which entered
into a reverse merger with China Elite.
• He was also a consultant and signi ficant shareholder of New Medium
Enterprise, f/k/a shopoverseas.com inc ., which subsequently entered into
reverse mergers.

Clifford Lerner
Etwine Holdings, Inc. May 22, 2006
Page 2
Please disclose this in the prospectus  and describe whether any of these
companies were ever successful in achiev ing profitability or  carrying out their
business plan.

2. Please update your financial statements a nd related disclosure s to include the
period ended March 31, 2006.

Prospectus Cover Page

3. We reissue prior comment 3. The Rule 473 delaying amendment language should be moved back to the registration st atement facing page. The subject to
completion legend required by Item 501(b )(10) of Regulation S-K should appear
on the cover page of the prospectus rather than the facing page of the registration statement.  Please revise.

4. Please disclose that your sole officer and director is also selling shares.

About Our Company

5. We note your response to prior comment 6. Pl ease disclose that Universal Flirts,
Inc. entered into its reverse merger thr ee months after its registration statement
went effective in December 2004.

6. We note that in the Sports Source Inc. f iling, it was disclosed that Darrell Lerner
was the president of eTwine.com, an on line dating site. Please disclose Darrell
Lerner’s historical affiliation with eTwine.

Selling Shareholders

7. We note your response to prior comment  14. Since the purpose of the stock
purchase agreement and share exchange was to incorporate the company in Delaware rather than New York, as set fo rth in your response to prior comment 6,
please describe how each selling sharehol der acquired the securities they are
selling prior to the December 2005 exchange.

Part II. Item 26. Recent Sales of Unregistered Securities

8. For the shares issued to Anslow & Jaclin LLP and National Music and Entertainment, Inc., disclose the total offering price or describe the type and
amount of consideration received by th e company. See Item 701 of Regulation S-
B.

Clifford Lerner
Etwine Holdings, Inc. May 22, 2006
Page 3
Financial Statements

Note 2. Website, page 9

9. We note your response to prior comment 35.  We also noted your  disclosure that
you anticipate implementing and completi ng a major upgrade to your website in
June 2006.  Please revise your disclosure  to include a discussion of how you
intend to account for upgrades to your webs ite.  In addition, pl ease tell us what
consideration you have given to whether the five year amortization period that
you assigned to your initial website development costs is  still appropriate given
this planned upgrade.  Reference paragraph eight of EITF 00-2.

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment 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 amendmen t 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 in formation 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 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 even t 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 purs uant to delegated authority, declare the
filing effective, it does not foreclose th e 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 a nd 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 advi sed that the Division of En forcement 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.

Clifford Lerner
Etwine Holdings, Inc. May 22, 2006
Page 4

We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te 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 acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

You may contact Patricia Armelin at (202)  551-3747 or in her absence, John Cash
at (202) 551-3768 if you have questions rega rding comments on the financial statements
and related matters.  Please contact Brig itte Lippmann at (202) 551-3713 or in her
absence, me at (202) 551-3760 if you have any other questions.

Sincerely,

Pamela A. Long
Assistant Director

cc: Gregg E. Jaclin, Esq.
 Anslow & Jaclin, LLP
 195 Route 9 South, Suite 204
 Manalapan, NJ 07726

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 7010

								April 11, 2006

Clifford Lerner
Chief Executive Officer
Etwine Holdings, Inc.
366 North Broadway
Jericho, NY 11753

	Re:	Etwine Holdings, Inc.
      Registration Statement on Form SB-2
      Filed March 14, 2006
      File No. 333-132401

Dear Mr. Lerner:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise 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 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. Your disclosure indicates that you are a development stage
company
issuing penny stock and you have minimal assets, revenues, and
operations. Moreover, your only officer and director, Clifford
Lerner
is the brother of Darrell Lerner. According to public disclosures,
Darrell Lerner, a shareholder and former sole officer and director
of
the company, has been associated with the following public
companies:
Universal Flirts Corp., Relocate 411.com, Inc., China Elite
Information Co., Ltd., New Medium Enterprises, Inc., Fantasy
Sports
Net Inc., and Sports Source Inc.

The periodic reports filed by these companies indicate that they
took
little or no steps to advance implementation of the business plans
described in their initial filings.  Many of these companies have
entered into reverse mergers. These facts suggest that eTwine`s
business may be commensurate in scope with the uncertainty
ordinarily
associated with a blank-check company and should comply with Rule
419.

Accordingly, please revise your disclosure throughout your
registration statement to comply with Rule 419 of Regulation C or
supplementally provide a detailed explanation as to why Rule 419
does
not apply to this offering.  We may have additional comments upon
review of your response.

2. We note that many of the selling shareholders also appear as
selling shareholders in other registration statements filed by
Universal Flirts Corp., Relocate 411.com, Inc., and Sports Source
Inc.  Please disclose how and by whom these selling shareholders
were
identified and brought together in these transactions and describe
the connections, relationships and arrangements among them and the
promoters of the company.  We may have further comment after
reviewing your response.

Prospectus Cover Page

3. The subject to completion legend required by Item 501(b)(10) of
Regulation S-K should appear on the cover page of the prospectus
rather than the facing page of the registration statement.  Please
revise.

About Our Company

4. Disclose here and under Description of Business section that
you
are a shell company as defined under Rule 405 of the Securities
Act.
In this regard, we note that you have minimal operations and
assets
consisting primarily of cash.  We also note that you issued shares
to
Clifford and Darrel Lerner in connection with the acquisition of
eTwine, Inc.  Note that where promoters or their affiliates of a
company that would otherwise be a shell company place assets or
operations in that company which are later returned (or where
there
is an understanding that they will be returned) after a business
combination by that company, those assets or operations would be
considered "nominal" for purposes of the registrant`s shell
company
status.  See SEC Release 33-8587 for more information.

5. Based on the history of your promoter, disclose whether you
intend
to engage in a reverse merger or acquisition.

6. Please disclose your prior history with your promoters and
their
affiliation with other public shell companies. Describe whether
any
of these companies were ever successful in achieving profitability
or
carrying out their business plan. For example, disclose Darrell
Lerner`s affiliation with Universal Flirts, Inc., an online dating
service, and that this company entered into a reverse merger with
a
Chinese company engaged in the unrelated business of designing
cell
phones three months after the registration statement went
effective
in December 2004.

7. Please describe in greater detail the purpose and material
terms
of the 2005 exchange agreement.

Risk Factors

8. Some of your risk factors use language like "we cannot assure
you," "no assurance can be given" or "we cannot guarantee."
Please
delete this language; the real risk is not your inability to
assure,
but the condition described.

9. Please avoid language in risk factors like "material adverse
effect." Instead, please state what the specific impact will be on
your financial condition or results of operations.

10. Please add risk factors that address the following:

* The risks associated with being a shell company with nominal
assets
and operations, including that you may enter into a reverse merger
with a private company in an unrelated business without approval
from
the unaffiliated shareholders and the competition you face in
seeking
merger candidates with other shell companies that may be owned by
your promoters.
* Your promoters are affiliated with other shell companies and
describe whether any of these companies were ever successful in
achieving profitability.
* Sales of a substantial number of shares of your common stock
into
the public market by Clifford Lerner may result in significant
downward pressure on the price and the ability of your
shareholders
to realize any current trading price.

We have a limited operating history . . .

11. The statement that investors must consider the problems,
expenses, difficulties, etc. frequently encountered by a small
developing company is vague.  To the extent that these items make
this offering risky, you must specifically describe them in your
risk
factor section.  Please revise.

Selling Shareholders

12. Disclosure in the table that Clifford Lerner will own 100% of
the
company`s stock after the offering appears to be an error.  Please
revise.

13. Please disclose any material relationships between the selling
shareholders and the company or its promoters. See Item 507 of
Regulation S-B.
14. Describe how each selling shareholder acquired the securities
they are selling.

15. Please disclose whether any of the selling shareholders are
broker-dealers or affiliates of a broker-dealer. We note, for
example, that the Universal Flirts filing disclosed that Darrell
Lerner is a registered representative with PMG Securities Corp., a
registered broker-dealer.  If a selling shareholder is a broker-
dealer, the prospectus should state that the seller is an
underwriter.  If a selling stockholder is an affiliate of a
broker-
dealer, provide the following representations in the prospectus:
(1)
the seller purchased in the ordinary course of business, and (2)
at
the time of the purchase of the securities to be resold, the
seller
had no agreements or understandings, directly or indirectly, with
any
person to distribute the securities.  If you cannot provide these
representations, state that the seller is an underwriter.

Plan of Distribution

16. As noted in your risk factors, please describe the risks
relating
to finding a market maker to list your shares on the OTCBB.

17. Please disclose that the selling shareholders may be
underwriters
with respect to the shares that they are offering for resale.

Directors and Executive Officers

18. Please provide the dates for the positions that Clifford
Lerner
held during the past five years.

Description of Securities

19. Describe the provisions of Delaware law that may delay, defer
or
prevent a change of control.

Description of Business

Revenue Streams

20. Please disclose what you mean by "a critical mass of users"
and
"a reasonable number of users."

21. Clarify, if true, that the advertisements on your website that
have generated your revenue were placed there in connection with
the
"Google AdSense" program you reference in your summary section.
Briefly explain how this program works.

Management Discussion and Analysis

22. Consistent with disclosure in your summary section, please
explain how you generate revenue using the Google AdSense program,
as
this appears to be the sole means by which you earned revenue as
of
the end of 2005.  If you have an agreement regarding this program,
please file it as an exhibit, as it seems that you are
substantially
dependent upon it at this time.

23. Disclose the specific dates for the timetable to which you
refer.
For example:

* What month do you intend to implement a major upgrade to eTwine?
* When do you expect the major upgrade to be completed?
* What month do you expect to develop a marketing plan?
* When in the third quarter do you expect to launch additional
websites?

24. In the risk factors you state that you will need to raise
additional funds through public or private debt or sale of equity
to
achieve your current plan of operations. Describe your cash
requirements and financing plans, including timing, and how they
specifically correlate to your business plan.

25. Since you show revenues in each of the last two fiscal years,
please provide the disclosure required by Item 303(b) of
Regulation
S-B.

26. Based on information in your financial statements, please
provide
a detailed description of:

* the sources of your cash,
* professional fee expenses,
* consulting expenses and the two year consulting agreement,
* research and development expenses,
* non-cash investing and financing activities from 2004 to date,
* the advances from shareholders, and
* the convertible note payables.

Please also file any agreement related to the above as exhibits.

Description of Property

27. Disclose, if true, that this property is leased.

Certain Relationships and Related Transactions

28. Please provide disclosure relating to Darrell Lerner since he
appears to be a promoter, as required under Item 404(d) of
Regulation
S-B.
29. Please disclose the nature and amount of anything of value
received or to be received by each promoter, directly or
indirectly,
from the issuer.  For example, disclose any fees or notes payable
to
Darrell Lerner.  See Item 404(d) of Regulation S-B.

30. Describe the stock purchase agreement and share exchange
agreement dated December 25, 2005.

31. Disclose in detail the purpose and use of the $92,648 paid to
eTwine by Darrell Lerner prior to the merger.

32. Please file the promissory note as an exhibit.

Report of Independent Registered Public Accounting Firm

33. Please advise us about the following:

* We were unable to confirm that your independent accountant, Webb
&
Company is currently licensed in New York.
* We assume that the operations and assets of your company are
located in New York. Tell us why you selected a Florida accounting
firm to perform your audit.
* Tell us if the audit was performed in New York or Florida.
* Tell us how you have met the requirements to provide financial
statements audited by an auditor who meets the requirements of
Rule
2-01(a) of Regulation S-X.
* Tell us what consideration you have given to New York state laws
governing audits of New York companies performed by accountants
who
are licensed by other states.

34. The first paragraph of your accountants report states that
they
have audited the statements of operations, changes in
stockholders`
deficiency and cash flows for the period from "7, 2004
(inception)."
Please revise as appropriate to reference the correct date.

Note 2. Website, page 9

35. Please provide us with a more comprehensive description of the
nature of the costs you have capitalized related to the
development
of your website.  In this regard, please also tell us the
timeframe
over which such costs were incurred.

Part II. Item 26. Recent Sales of Unregistered Securities

36. For each transaction, disclose the total offering price or
describe the transaction and the type and amount of consideration
received by the company. See Item 701 of Regulation S-B.

37. Please expand your disclosure to include an analysis of why
you
believe Section 4(2) is an appropriate exemption for the private
placement to over 40 individuals.

38. Please include all securities you have sold within the past
three
years and list each transaction separately. See Item 701 of
Regulation S-B. For example, as disclosed in the financial
statements:

* the shares privately placed in 2004 and 2005,
* the shares sold for subscription receivables, consulting and
legal
fees, and other services,
* the convertible notes.

Exhibits

39. Please file the stock purchase agreement and share exchange
agreement between you and eTwine, Inc. dated December 25, 2005.

Exhibit 5.1 - Legal Opinion

40. The legal opinion states that counsel is representing Sports
Source, Inc. Please revise.

      As appropriate, please amend your registration statement in
response 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 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 amendment 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 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 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
Division 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 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 effect