SecProbe.io

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April 1, 2005

MAIL STOP 0511

Mr. Michael McGuiness
Chief Financial Officer
Treasure Mountain Holdings, Inc.
13-01 Pollitt Drive
Fair Lawn, New Jersey 07410

Re:	Treasure Mountain Holdings, Inc.
      File No. 0-32741
	Preliminary Proxy Statement on Schedule 14A
      Amendment 4 filed March 18, 2005

File No. 333-120411
Registration Statement on Form SB-2

Dear Mr. McGuiness:

      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
supplemental 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 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1. Please file all past correspondence on EDGAR.  See Rule 101 of
Regulation S-T of the Securities Act of 1933.  This would include
your response that was sent by overnight mail with Amendment 3 to
the
registration statement.

2. Please discuss supplementally whether Spencer Trask Specialty
Group, LLC meets all of the requirements of the definition of a
small
business issuer under Regulation S-B.

Information about the Special Meeting
Beneficial Owners

3. We note the disclosure in the footnotes to the table regarding
certain beneficial owners that own options to purchase additional
shares which vest in April 2005.  Please explain supplementally
whether these options are exercisable within 60 days and, if yes,
please include in the table the amount of common stock that the
beneficial owners may receive upon the exercise of the options.

4. On page 9, we note the statement that Kevin Kimberlin owns
approximately 58.74% of the company`s outstanding stock.  Please
reconcile this amount with the disclosure in the previous table
that
he beneficially owns 64%.

Proposal Seven
Proposal to Adopt the 2005 Treasure Mountain Holdings Stock Option
Plan

5. Please include the following information as required by Item 10
of
Schedule 14A:
a. Please indicate the approximate number of persons that will be
eligible to participate in the plan.  See Item 10(a)(1) of
Schedule
14A.
b. If determinable, please include the table as described in Item
10(a)(2) of Schedule 14A.
c. If determinable, please include the information required by
Item
10(b)(2)(ii) of Schedule 14A.
6. Please include the disclosure required by Item 8 of Schedule
14A
(Item 402 of Regulation S-B).

Registration Statement of Form SB-2

7. As appropriate, please revise the disclosure in the
registration
statement to comply with the above comments.

Closing Comments

      As appropriate, please amend your filing and respond to
theses
comments within 10 business days or tell us when you will provide
us
with a response.  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 supplemental 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 reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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.

       You may contact Angela Halac at (202) 824-5683 or Hugh West
at
(202) 942-1983 if you have questions regarding comments on the
financial statements and related matters.  Please contact Thomas
Kluck at (202) 824-5262 or me at (202) 942-2999 with any other
questions.

						Sincerely,

						John Reynolds, Assistant Director
						Office of Emerging Growth Companies

cc:	Peter H. Ehrenberg
	Fax (973) 597-2400

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Treasure Mountain Holdings, Inc.
April 1, 2005
Page 1

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