SecProbe.io

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

      Mail Stop 4561
									November 30, 2005

Mr. Steve S. Sinohui
President
SIN Holdings, Inc.
3225 S. Garrison
Unit 21
Lakewood, Colorado   80227

      Re:	SIN Holdings, Inc.
		Form 10-KSB for Fiscal Year ended December 31, 2004
		Filed March 16, 2005
      File No. 000-49752

Dear Mr. Sinohui:

      We have reviewed your response letter dated October 4, 2005
and
have the following additional comments.  If you disagree, we will
consider your explanation as to why our comments are inapplicable.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we 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.

Form 10-KSB for the year ended December 31, 2004

Item 6 - Management`s Discussion and Analysis Financial Condition
and
Results of Operations

Liquidity and Capital Resources, page 9

1. We note in your response to comment 1 that your auditors
concluded
that substantial doubt about your company`s ability to continue as
a
going concern did not exist due to the expressed intention of your
controlling shareholder to continue funding.  Nonetheless, it
appears
that your company has experienced certain conditions and events
outlined in paragraph 6 of SAS 59 that may indicate substantial
doubt
about the company`s ability to continue as a going concern.
Please
advise us what consideration your auditors gave to these factors
including recurring operating losses, working capital
deficiencies,
negative cash flows from operating activities and inability to
repay
debt when evaluating the Company`s ability to continue as a going
concern.  In that regard, please expand your disclosure in future
filings, either in a separate note or in Item 6 - Management`s
Discussion and Analysis Financial Condition and Results of
Operations, detailing the principal conditions and events that may
have initially caused substantial doubt about your company`s
ability
to continue as a going concern, the possible effects of such
conditions and events, and the mitigating factors, including the
intention of the controlling shareholder to continue funding, that
allowed the auditors to conclude that no going concern paragraph
was
necessary.

Notes to Consolidated Financial Statements

Note A - Summary of Accounting Policies, page F-6

2. We note in your response to comment 2 that you projected future
cash flows in the form of revenues in assessing goodwill for
impairment.  Please elaborate upon the fair value assessment that
you
performed, including any assumptions that you used.  It is unclear
how your projected revenues alone could be a determinate of fair
value.  Consistent with paragraphs 19 - 22 of SFAS 142, you must
perform a two-step test to determine if goodwill has been
impaired.
First, the fair value of a reporting unit must be compared with
its
carrying amount, including goodwill.  If the carrying amount of a
reporting unit exceeds its fair value, the fair value of the
reporting unit`s goodwill must then be compared to the carrying
amount of the goodwill to determine the amount of impairment loss,
if
any.  Please note that it is not appropriate to test goodwill for
impairment using an undiscounted cash flow method similar to that
required for long-lived assets.  Refer to paragraphs B88 - B89 of
SFAS 142.

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please understand that we may have additional comments after
reviewing your responses to our comments.

      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 our review of your filings or
in
response to our comments on your filing.

      You may contact Jessica Barberich at (202) 551-3782 or me at
(202) 551-3429 if you have questions regarding comments on the
financial statements and related matters.

								Sincerely,

Kristi Beshears
Staff Accountant

??

??

??

??

Mr. Steve S. Sinohui
SIN Holdings, Inc.
November 30, 2005
Page 1

</TEXT>
</DOCUMENT>