SecProbe.io

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

Via Facsimile and U.S. Mail
Mail Stop 03-09

      									      March 1,
2005

Zuber Jamal
President and Director
NSM Holdings, Inc.
Suite 210D
8351 Alexandra Road
Richmond, British Columbia, V6X 3P3
Canada

Re:	NSM Holdings, Inc.
	Amendment No. 1 to the Registration Statement on Form SB-2
      Filed February 2, 2005
	File Number 333-120993

Dear Mr. Jamal:

	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.

FORM SB-2

General

1. Please note that where we provide examples to illustrate what
we
mean by our comments, they are examples and not complete lists.
If
our comments are applicable to portions of the filing that we have
not cited as examples, please make the appropriate changes in
accordance with our comments.

2. Please supplementally explain why the URL
http://www.northernstarmall.com does not direct you to a website
where consumers can purchase the products described in your
registration statement.  Additionally, why does the website state,
"[t]his domain was recently acquired by Pool.com.

3. In addition, since it appears the above referenced website is
no
longer functional, please tell us how you are continuing to run
your
operations as you have disclosed in the document that you are in
the
e-commerce business and provide products primarily through your
website.  We may further comments.
4. Do you intend to update this prospectus to keep it current for
the
benefit of the selling shareholders after the expiration of the
primary offering?
5. Please provide us proofs of all graphic, visual or photographic
information you will provide in the printed prospectus prior to
its
use, for example in a preliminary prospectus.  Please note we may
have comments regarding this material.

6. Throughout your entire document, you reference "directors" and
"officers."  It is our understanding that you only have one
officer
who also services as your sole director.  Please revise your
entire
document to accurately reflect you only have one officer who is
also
your director.  For example, we note in your MD&A section you make
several references to "officers" and "directors."  Please revise
your
disclosure accordingly.
Registration Statement Cover Page
7. Although Form SB-2 does not contain a space to indicate that
the
securities are to be offered on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act of 1933, please
revise
to include this disclosure.

Cover Page
8. Please revise the third line where you disclose the number of
shares of common stock to say "up to 3,445,000 shares of common
stock."
9. We note your disclosure that "[t]he selling stockholders, other
than NSM`s president, will offer or sell shares of NSM`s common
stock
at $0.10 per share unless and until the offering price is changed
by
subsequent amendment to this prospectus, or when NSM`s shares of
common stock become listed or quoted on a securities market."
Please
supplementally tell us if you have started the application process
to
list or quote your securities on a securities market and when you
expect to commence listing or quoting on such market.

Summary, page 5

10. We note your disclosure that you offer "unique products to the
internet consumer" through your website.  This disclosure seems
inconsistent with your disclosure in the risk factor on page 7
entitled "Failure to successfully compete in the e-commerce
industry
with established . . . ." that provides you have many established
e-
commerce companies that provide similar services as you.  Please
revise your disclosure or advise us.

Risk Factors

11. Please include a risk factor discussing whether or not you
carry
insurance to cover events such as product liability claims, etc.
Should you have product liability or general business coverage,
please disclose the coverage amount, if you do not have insurance
currently, so state.
12. Given that you have one shareholder who owns approximately 87%
of
the equity stock of NMS, please add a risk factor that discusses
the
risk and potential consequences to your market price of future
sales
of by this individual.  In your discussion, please include the
number
of your presently outstanding shares, the number that is freely
tradable and the number that is subject to Rule 144. In addition,
please disclose the number of shares you have currently registered
for resale by this individual as a selling shareholder.
13. Please include a risk factor that discusses your charter and
bylaw provisions and how such provisions would prevent a change of
control in management. In the alternative, advise us as to why you
do
not believe a risk factor is necessary.

NSM lacks an operating history and has losses that it expects to
continue ..., page 6
14. We note your disclosure that you intend to incur expenses
associated with the development and operation of your website.
Please
quantify the amount of expenses you expect to incur in the next 12
to
18 months.  Please also provide similar disclosure in your
Liquidity
and Capital Resources section.

NSM is relatively new to the internet marketplace and its future
profitability ..., page 7
15. Many of the factors included in this risk factor warrant
separate
risk factor disclosure.  To the extent that these factors have
been
discussed as separate risk factors, delete them from this
discussion.
To the extent that they have not been discussed as separate risk
factors, please consider including separate risk factor
discussions
addressing them.

Failure to successfully compete in the e-commerce industry with
established ..., page 7
16. Please revise to provide an estimate of the number of
competitors
and your competitive position.  If a small number of competitors
are
dominant in the industry, then identify them.

Failure to introduce new products and services in a timely and
acceptable ..., page 7

17. This risk factor appears to be duplicative with the risk
factor
entitled "NSM is relatively new to the internet marketplace and
its
future . . . ." on page 7.  The disclosure of developing content
in
the preceding risk factor is similar to your discussion of
introducing new products, services, and industry standards here.
Please consolidate these two risk factors eliminating any
duplicative
information.

Since NSM`s success depends upon the efforts of Zuber Jamal, the
key
..., page 8
18. Please disclose that you do not have an employment agreement
with
Zuber Jamal.  In addition, please disclose if you maintain a key
man
life insurance policy for him.

19. Please disclose that you currently have no full or part-time
employees for NSM Holdings, Inc. or its wholly-owned subsidiary
Northern Star Distributors, Ltd.

Since NSM relies on one provider to host its website, NSM`s
technical
systems ..., page 8

20. We note your disclosure that you are dependent on one provider
to
host your website.  Please identify the provider in this risk
factor
and to the extent you have any formal agreements with this
provider,
please disclose the material terms of the agreement in your
Business
section.  You should also file the agreement as an exhibit to your
registration statement.

21. We also note your disclosure that if your one provider fails
to
provide services to your systems that you would be unable to
maintain
your website availability.  Please indicate if you have
historically
experienced any instances where this provider was not able to
maintain your website and therefore, your operations were
materially
affected.  In addition, as we previously noted to you, it appears
your website www.northernstarmall.com is not currently functional.
Does this have anything with you your website provider?  If so,
please so disclose in this risk factor and its impact, if any and
material, on your operations.

NSM operates in a highly regulated industry and compliance
failures
..., page 8

22. Please make this risk factor more specific by identifying the
laws that are of particular concern.  For example, which laws are
especially difficult for your business to comply with.  Please
also
provide similar disclosure in your Regulation section of the
document.

23. As currently worded, this risk factor could apply to any
issuer
or any offering.  Particularly with regard to your discussion of
taxation, if you keep this section of the risk factor, please
revise
it so it describes your situation more specifically.

Security of online transactions via the Internet and any security
breaches will have ..., page 9
24. If you have experienced any of the problems you describe in
this
risk factor, please revise to describe these difficulties and
their
impact on your business, if material.

Because NSM`s sole officer and director will own more than 50% of
the
outstanding ..., page 9

25. Please revise your caption and the discussion to state that
these
provisions may also lead to the entrenchment of management.

Subscribers to this offering will suffer immediate and substantial
..., page 9
26. Please revise this risk factor to explain that investors who
purchase shares will:

* Pay a price per share that substantially exceeds the value of
your
assets after subtracting its liabilities; and
* Contribute ___% of the total amount to fund the company but will
own only ___% of the shares outstanding.

"Penny Stocks" rules may make buying or selling NSM`s shares of
common stock ..., page 10

27. Please disclose why trading in NSM`s shares may trigger the
"penny stock" rules.

Use of Proceeds, page 10

28. Please add a statement to the last paragraph on page 10, which
states you will amend the registration statement by post-effective
amendment if there are any material changes to application of your
net proceeds.
29. You indicate that use of net proceeds will be used repay debt
to
management for any loans made to NSM.  Please revise to set forth
the
interest rate and maturity of the indebtedness you intend to
repay.
If this indebtedness was incurred within one year, describe the
use
of the proceeds of this indebtedness. Please also provide
disclosure
in your Certain Relationships and Related Transactions section of
the
document.

Plan of Distribution, page 14
30. Please note that in the event the shares covered by this
prospectus are transferred in the event of gift, pledge,
partnership
distribution or other transfer, the Company may substitute new
names
for the names of selling stockholders by means of a Rule 424(b)
prospectus only if:

* the change is not material;
* the number of securities or dollar amount registered does not
change; and
* the new owners` securities can be traced to those covered by
this
registration statement.

Please confirm this understanding to us.  In addition, please be
advised that you may not use a prospectus supplement to add
selling
stockholders to the registration statement if their ownership
cannot
be traced to securities registered in the original registration
statement.

31. We note your statement, "NSM intends to sell its shares
outside
the United States of America only."  This statement seems to be
inconsistent with your disclosure on the cover page that you
intend
to make the offering "both inside and outside the United States."
Please revise your entire document to provide consistent
disclosure
or advise us.  In addition, to the extent you only intend to make
the
offering outside the United States, please supplementally explain
the
purpose for filing this registration statement and to which
shares,
the primary offering or resale by selling shareholders, does this
comment apply.  We may have further comments.

32. Please advise us if you are planning to conduct a directed
share
offering.  If you are, please provide us with any material you
intend
to sell to potential purchasers such as a "friends and family"
letter. Tell us when you intend to send them to these potential
purchasers.  In addition, tell us the procedures you will employ
in
making the offering and how you will assure that this offer will
meet
the requirements of Section 5 of the Securities Act and Rule 134.
We
may have further comments.
33. Also tell us and briefly disclose in the prospectus whether
you
intend to use any forms of prospectus other than print, such as
CD-
ROM-s, videos, etc. and provide all such prospectuses for our
examination. Please refer to SEC Releases No. 33-7233 and No. 33-
7289. We may have additional comments.

Management, page 18

34. Please include a discussion of Zuber Jamal`s conflict of
interest
and his employment with Microcap E-mail to. al in the risk factors
section of the prospectus.

Description of Capital Stock, page 20
35. Your current disclosure does not appear to provide all the
information required by Item 202 of Regulation S-B.  For example,
your disclosure must provide any provision in your charter or
bylaws
that would delay, defer or prevent a change in control.  To the
extent that no such provisions exist, please so indicate.

36. Please indicate if you have any preferred shares outstanding.
If
so, please indicate the amount outstanding.

Description of Business, page 21

37. Throughout the "Description of Business section, you include
statements which need additional explanation or revision using
more
objective language.  In particular, you should revise your
descriptions of the following:
a. "The products are priced competitively and offered through a
state-of-art website" (page 21);
b. "NSM sells nautical themed artwork from such renowned artists
as
Robin Brooks of the United Kingdom" (page 22);
c. "NSM also plans to provide a level of service that provides a
human element to any transaction and creates goodwill with each
website visitor" (page 22);
d. "The products are offered through a user-friendly interface and
secure website" (page 22);
e. "NSM has developed strategic alliances to market its maritime
products by taking advantage of their extensive North American
distribution networks"  (page 22); and
f. "Considering the tremendous impact that ships and marine
history
have made in the global culture as a way of life, management
believes
that NSM`s website will attract all nationalities and genders"
(page
23).

General, page 21

38. We note your statement that "[t]he website is fully functional
and operational."  As previously noted, it does not appear your
website is currently functional.  Please revise your disclosure
and
elsewhere in the document where you provide similar disclosure.

39. We note your statement, "[m]anagement has created and is
continuing to create distribution relationships with other
suppliers
of marine themed products."  Please identify with whom you have
created distribution relations, if such relationships are material
to
your operations.  Additionally, to the extent you have any formal
agreements, please file these agreements as exhibits, and discuss
the
material provisions of the agreements.  Your discussion should
include:

	?	All material rights and obligations of the parties to
the
agreement;
			?	Duration of the agreement;
      ?????Payment terms;
   ?????Termination provisions, including consequen