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VIA
EDGAR ELECTRONIC TRANSMISSION
AND
BY FAX TO 202-772-9210
December
20, 2007
Securities
and Exchange Commission
Division
of Corporation Finance
450
Fifth
Street, N.W.
Washington,
DC 20549
Attention: Mr.
Daniel L. Gordon
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Re:
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Bimini
Capital Management, Inc. (formerly known as Opteum
Inc.)
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Form 10-K
for the period ended December 31,
2006
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Filed March
14, 2007
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File
No. 1-32171
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Dear
Mr.
Gordon:
Set
forth
below is our response to the comments of the Staff of the Division of
Corporation Finance (the “Staff”) of the Securities and Exchange
Commission (the “Commission”), as set forth in the Staff’s comment letter
dated December 10, 2007 (the “Second Comment Letter”) concerning our
response to the Staff’s comment letter dated December 10, 2007 (the “Original
Comment Letter”) in respect of our Annual Report on Form 10-K for the period
ended December 31, 2006 (the “2006 Form 10-K”), filed on March 14,
2007. The numbered paragraphs below correspond to the numbered
paragraphs in the Second Comment Letter. For convenience of
reference, we first set forth the Staffs’ comment in full, followed by our
response. As used herein, references to “us,” “we” or “our” mean the
registrant, Bimini Capital Management, Inc., which was known as Opteum Inc.
from
February 10, 2006, to September 28, 2007, and Bimini Mortgage Management, Inc.
prior to February 10, 2006.
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1.
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We
have reviewed your response to prior comment 1. Your assertion
that Opteum Financial Services, LLC (OFS) is not an issuer is irrelevant
in this circumstance because the audit of OFS was part of the audit
of
Opteum, Inc., which is an issuer. The entire audit of the
registrant must be performed in accordance with the standards of
the
PCAOB. Paragraph B5 of PCAOB Release 2003-25 clearly states
that whether the other auditor is a registered public accounting
firm or
an associated person of a registered public accounting firm, the
other
auditor must comply with the standards of the PCAOB, which includes
AS-1.
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In
response to the Staff’s comment, we will promptly file an amendment to our 2006
Form 10-K to include a revised report of Deloitte & Touche LLP conforming to
the standards of the Public Company Accounting Oversight Board and Regulation
S-X following the receipt thereof from Deloitte & Touche LLP.
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2.
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We
have reviewed your response to prior comment 2. We do not agree
that the D&T report does not meet the definition of an “accountant’s
report” within the meaning of Rule 1-02(a)(1) of Regulation
S-X. Rule 1-02(a)(1) of Regulation S-X does not include the
phrase “required to be filed” as part of the definition of an
“accountant’s report”. As such, the D&T report must comply
with Rule 2-02 of Regulation S-X. Furthermore, paragraph 3 of
PCAOB AS-1 also requires the city and state of issuance to be
included.
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In
response to the Staff’s comment, we will promptly file an amendment to our 2006
Form 10-K to include a revised report of Deloitte & Touche LLP conforming to
the standards of the Public Company Accounting Oversight Board and Regulation
S-X following the receipt thereof from Deloitte & Touche LLP.
In
closing, we acknowledge that:
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•
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we
are responsible for the adequacy and accuracy of the disclosure in
our
filings with the Commission;
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•
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Staff
comments or changes to disclosure in response to Staff comments do
not
foreclose the Commission from taking any action with respect to our
filings with the Commission; and
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•
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it
is the Staff’s position that we 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.
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We
appreciate the opportunity to respond to the Staff’s Comment
Letter. If you have any questions regarding the contents of this
letter, please feel free to contact me at (772) 231-1400.
Very
truly yours,
/s/
Robert E. Cauley
Robert
E.
Cauley
cc: Jeffrey
J. Zimmer
J.
Christopher Clifton,
Esq.