SecProbe.io

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                        TREASURE MOUNTAIN HOLDINGS, INC.
                               13-01 POLLITT DRIVE
                           FAIR LAWN, NEW JERSEY 07410

January 3, 2005

VIA EDGAR

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Re:     Form SB-2 filed by Treasure Mountain Holdings, Inc. and Vyteris
Holdings, Inc. (Registration No. 333-120411) on November 12, 2004; Pre-Effective
Amendment No. 2 to Form SB-2

Dear Ladies and Gentlemen:

Treasure Mountain Holdings, Inc. (the "Registrant", "Treasure Mountain" or the
"Company") and Vyteris Holdings, Inc. ("Holdings") jointly filed a Registration
Statement on Form SB-2 (Registration No. 333-120411) with the Commission on
November 12, 2004 (the "Registration Statement"). On November 30, 2004, the
Company and Holdings filed Pre-Effective Amendment No. 1 to the Registration
Statement to reflect the filing of additional exhibits.

After receiving the Staff's comment letter, the Company has determined to
abandon for the time being its plans to effect a reincorporation merger with
Holdings. In lieu of the reincorporation merger, the Company intends to seek
approval from its stockholders of amendments to its certificate of incorporation
that will authorize the issuance of additional shares of capital stock. The
Company will amend its preliminary proxy statement to reflect this change in
plans. Since the Company will not pursue the reincorporation merger at the
present time, Holdings has been removed as a filer of the Registration
Statement.

Enclosed for filing on behalf of the Registrant is its Pre-Effective Amendment
No. 2 to the Registration Statement (the "Amendment").

Set forth in bold below are the comments of the Staff with respect to the
Registration Statement, as reflected in the Staff's letter dated December 17,
2004. The Registrant's response is set forth below each comment. We will send to
the Staff, by overnight courier, courtesy copies of this letter and the
Amendment, marked to cross-reference this letter and the Amendment.

General

1.      We note that no proxy or information statement was filed for the merger
        with Vyteris, Inc., and the Treasure Mountain Schedule 14F-1 indicates
        that "[s]tockholders of Treasure Mountain will not vote upon the
        Merger." Please

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        supplementally explain whether there was a vote by the stockholders of
        Treasure Mountain Holdings as to the merger. If not, please explain why
        supplementally. In this regard, if no vote was required under state law
        for the merger, it would appear that a vote may have been required for
        the increase in securities necessary to effect the merger. See Note A to
        Schedule 14A. Please explain.

        Company Response: Treasure Mountain is a Nevada corporation. The
        Treasure Mountain/Vyteris merger was structured as a triangular merger
        in which a wholly-owned subsidiary of Treasure Mountain ("Vyteris
        Mergerco") was merged with and into Vyteris. Both Vyteris Mergerco and
        Vyteris were incorporated in Delaware. The stockholders of both Vyteris
        and Vyteris Mergerco approved the merger. Treasure Mountain represented
        to Vyteris in the merger agreement (a copy of which has been filed with
        the initial filing of the Registration Statement) that no approval other
        than the approval of Treasure Mountain's Board was necessary in order
        for the Treasure Mountain/Vyteris merger to be consummated. We
        understand that the approval of Treasure Mountain's stockholders was not
        required under Nevada law or Treasure Mountain's articles of
        incorporation for the merger of Vyteris Mergerco with and into Vyteris,
        as the Company was not a constituent party to the merger.

        A total of 45,062,883 shares of the Company's Common Stock were
        immediately issuable to Vyteris shareholders pursuant to the
        Vyteris/Treasure Mountain merger. Such shares represent all but 25,000
        of the authorized but unissued and unreserved shares of Common Stock
        that the stockholders of the Company have previously authorized the
        Board of Directors of the Company to issue. Nevada law does not require
        further stockholder approval in order to issue previously authorized
        shares in a triangular merger. We believe that this distinguishes our
        situation from other triangular mergers in which Nasdaq procedures, New
        York Stock Exchange procedures or certain state laws compel stockholder
        approval when more than a specified percentage of the outstanding shares
        are issued.

        Of course, the Company recognizes that further stockholder approval is
        required in order to authorize the issuance of the additional shares
        that remain issuable pursuant to the merger. Stockholder approval will
        be sought pursuant to a proxy statement after all appropriate filings
        have been made with the Securities and Exchange Commission.

        We note that at the time of the merger, approximately 82% of the
        Company's Common Stock was owned by Scimitar Holdings, LLC ("Scimitar"),
        an affiliate of the controlling stockholder of Vyteris. Prior to the
        consummation of the merger and to induce Vyteris to enter into the
        merger agreement, Scimitar agreed to vote all of its shares of the
        Company's Common Stock in favor of the reincorporation in Delaware
        (which has been abandoned for the time being) or in favor of amendments
        to the Company's certificate of incorporation which will authorize the
        issuance of all shares of capital stock issuable pursuant to the
        Vyteris/Treasure Mountain merger.

2.      Please supplementally provide the basis for the issuance of 45 million
        shares of common stock of Treasure Mountain Holdings, Inc. to Vyteris
        control persons to

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        partially effect the merger with Vyteris and the basis for those shares
        being able to vote on the reincorporation merger.

        Company Response: Pursuant to the terms of the merger agreement, all but
        25,000 of the Company's authorized but unissued and unreserved shares
        have been issued pro rata to all of Vyteris' stockholders, and not just
        to persons who constitute Vyteris control persons. While the Company has
        decided to abandon its plans to effect the reincorporation merger, the
        Company recognizes that the Staff would ask for the basis for the shares
        issued to the Vyteris stockholders being voted with respect to the
        proposed amendments to the Company's certificate of incorporation. We
        are not aware of precedents that would preclude such stockholders from
        voting on the proposed amendments. However, even if such stockholders
        were precluded from voting on the proposed amendments, the stockholder
        owning more than 80% of the Company common stock outstanding prior to
        the effective date of the merger has agreed to vote in favor of such
        amendments.

3.      Please supplementally describe how the reincorporation merger of
        Treasure Mountain Holdings into Vyteris Holdings will comply with the
        Securities Act of 1933. We note that Rule 145 of the Securities Act
        excludes from the definition of offer, offer to sell or sale, a merger
        in which the sole purpose of the transaction is to change an issuer's
        domicile. We further note that it appears that the reincorporation
        merger is for the purpose of reincorporation into Delaware and
        increasing the number of shares in order to effect the combination with
        Vyteris, Inc.

        Company Response: The Company had been of the view that since a
        registration statement would not be necessary in order for the Company
        to (i) amend its certificate of incorporation to increase its authorized
        shares and effect a reverse stock split or (ii) reincorporate in
        Delaware, it would not be necessary to file a registration statement if
        these two steps were combined. The Company understands that the Staff is
        of a different view. In order to resolve this matter, the Company has
        decided to abandon its plans to reincorporate in Delaware at the present
        time. Instead, the Company will amend its proxy statement to seek
        stockholder approval for (i) amendments to its certificate of
        incorporation that will increase its authorized shares, (ii) a reverse
        stock split and (iii) the adoption of a stock option plan.

4.      We note the disclosure in the prospectus summary that "[t]he
        reincorporation merger was effected on , 2004" and the disclosure on
        page 97 of the prospectus which states that "[O]n , 2004, the
        stockholders of Treasure Mountain Holdings approved the reincorporation
        merger and on , 2004, the reincorporation merger was consummated."
        Please explain why the company is seeking to register the resale of the
        Treasure Mountain common stock if the reincorporation merger will be
        consummated before the selling security holder offering begins. Please
        note that this comment assumes the reincorporation merger does not
        require registration under the 1933 Act, which may not be the case.

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        Company Response: The Company understands that this issue is now moot in
        light of the Company's determination to abandon its plan to
        reincorporate in Delaware for the time being.

5.      Please provide a timeline of the events that include the consummation of
        the merger between Vyteris, Inc. and the subsidiary of Treasure Mountain
        Holdings and the consummation of the merger between Treasure Mountain
        Holdings and Vyteris Holdings.

        Company Response: As noted above, the Company has abandoned its plans
        for the reincorporation merger. The Company would expect to proceed with
        its plans to seek stockholder approval of proposed amendments to the
        certificate of incorporation promptly after the Company files a revised
        preliminary proxy statement and responded to all comments that the Staff
        may have on that filing. The Company would not expect the resale of
        securities under the Registration Statement to commence until after the
        Company's stockholders meet to consider the proposed amendments.

Prospectus Cover Page

6.      We note that there is currently no active trading market for your common
        stock. Given this, please revise your cover page and plan of
        distribution to provide that selling security holders will sell the
        common stock and warrants at fixed prices, which are quantified in your
        prospectus, until there is an active trading market for the securities
        and thereafter at prevailing market prices or privately negotiated
        prices. See Item 16 of Schedule A to the Securities Act of 1933.

        Company Response: Item 16 of Schedule A requires the prospectus to
        disclose "the price at which it is proposed that the security shall be
        offered to the public or the method by which such price is computed."
        Since the Company has no basis to impose any price on the selling
        stockholders, the Company respectfully requests that the Staff consider
        a statement to the effect that the shares will be sold at prices
        negotiated between willing purchasers and willing sellers until such
        time as an active market develops.

        Please note that it is not intended that the selling stockholders will
        sell warrants, as distinguished from the shares of common stock
        underlying the Company's warrants.

Table of Contents
Explanatory Note

7.      We note that the information in the explanatory note is in all capital
        letters. All capital letters impede the readability of the disclosure.
        Please revise. Further, please revise other statements in all capital
        letters, like your risk factor subheadings and the introduction to
        "Selected Financial Data."

        Company Response: The Registration Statement has been revised as
        requested and no longer contains statements in all capital letters.

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Prospectus Summary
Our Business

8.      Please revise the Summary section, Management Discussion and Analysis
        section and the Description of Business section to comply with the
        requirements of Rule 421 of Regulation C. Please use definite concrete
        everyday words. In the Summary and Description of Business, you employ
        many technical terms and jargon that may be confusing and difficult for
        an average reader to understand. For example, you include terms and
        phrases such as "intelligent ... transdermal drug delivery," "small
        molecule," "peptide," "protein therapeutics," "electrotransport,"
        "iontophoresis," etc. Please do not include technical terms or jargon in
        the forepart of your prospectus, including your summary. Please remove
        unnecessary technical terms or jargon from the body of the prospectus.
        Where technical terms or jargon have to be used later in the filing,
        please explain them in ordinary, everyday language when first used.

        Company Response: We have eliminated technical terms and jargon from the
        prospectus summary. To the extent that technical terms are used in the
        prospectus in pages after the prospectus summary and risk factors, we
        have inserted explanations which we believe will enable the average
        reader to understand such terms.

9.      We note that the company has had no revenues from the sale of its
        products and has incurred significant losses. Please provide a more
        balanced presentation at the beginning of the summary that includes this
        information.

        Company Response: We have inserted a paragraph, in the "Our Business"
        portion of the prospectus summary, which indicates that Vyteris has been
        a development stage company since inception, has had no product revenues
        and has recognized significant losses from November 2000 through
        September 30, 2004.

10.     We note the statement that "[w]e believe the control and convenience
        enabled by our technology has the potential to: improve therapeutic
        outcomes; reduce side effects; increase patient compliance; and improve
        overall cost-effectiveness of drug therapies." Supplementally, please
        provide us with reasonable support and summarize the support later in
        the prospectus. If a reasonable basis cannot be provided, the statement
        should be removed.

        Company Response: We have deleted this statement.

11.     We note the paragraph that begins with the assertion "[w]e have
        identified over 90 other FDA-approved drugs to which our drug delivery
        technology might be applied." We further not the statement that "our
        technology may offer significant therapeutic economic or lifestyle
        advantages over existing drug delivery methods." Supplementally, please
        provide us with reasonable support and summarize the support later in
        the prospectus. If a reasonable basis cannot be provided, the statement
        should be removed.

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        Company Response: We have eliminated the first assertion. The second
        statement was expressed not as a stateme