SecProbe.io

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

							April 28, 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. 2 to the Registration Statement on Form SB-2
      Filed March 12, 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. We note your response to comment 4.  Please disclose in your
Plan
of Distribution section the information you have supplementally
provided us. More specifically, that you intend to keep the
prospectus current for the benefit of selling shareholders after
the
expiration of the primary offering, except in cases of where you
extend the primary offering.
2. We note your response to comment 6.  Please make similar
changes
to your use of the word management throughout the prospectus.  For
example, we note your use of the word in the fourth risk factor,
the
caption in the sixth risk factor, and in risk factor eight.

Risk Factors

NSM`s business exposes NSM to potential product liability claims,
and
NSM ..., page 8
3. We note your response to comment 11.  Please provide
independent
third-party support for the statement, "[p]roducts for model ship
enthusiasts involves a minimal inherent risk of product liability
claims and associated adverse publicity."  Alternatively, revise
to
state Zuber Jamal or NSM believes this to be true.

Description of Business
4. We note your response to comment 37.  Please omit or provide
independent support for your statement, "[s]hips and marine
history
and warfare have made a distinct impact to virtually every region
on
the planet, and, as such, global culture has been affected by past
maritimers."

Strategic Alliances, page 24
5. We note your statement, "NSM has identified some suitable
strategic partners for its products and services but has yet to
finalize the terms of such a partnership..."  Have you begun
negotiations with any of the strategic partners you have
identified?
If so, please so state, otherwise your use of the word "finalize"
suggests you have begun negotiations or discussions with entities,
please revise your disclosure accordingly.

Critical Accounting Policies, page 26
6. We note your revisions in response to our prior comment 55.
Please expand your disclosure to include a discussion of the
unique
factors affecting these estimates and both quantified and
narrative
disclosure of the impact that reasonably likely changes in one or
more of those factors would have on reported results, financial
position and liquidity.  In addition, we note that you did not
include disclosure for your estimates related to inventory.
Please
tell us why you do not believe inventory is a critical accounting
estimate.

Consolidated Financial Statements
7. Please provide updated financial statements and financial
information throughout the filing pursuant to Rule 310(g) of
Regulation S-B.

Note 7.  Common Shares, page F-9
8. We note your response to comment 61.  Please clarify when the
company determined the anticipated offering price.  In addition,
please tell us and disclose what specific events occurred to
increase
the fair value between the original issuance of 2.5M shares on
April
16, 2004 and the issuance of 500K shares on April 23, 2004.

Note 9.  Commitment, page F-10
9. We note your response to our prior comment number 62 and your
expanded disclosure on page 33.  Your disclosure on page 33
indicates
that the rent forgiveness was specifically scheduled at the
beginning
of the lease term.  It appears that the forgiveness of rental
expense
should have been accounted for in accordance with FTB 85-3,
"Accounting for Operating Leases with Scheduled Rent Increases."
Please revise your financial statements accordingly or tell us why
you do not believe this method is appropriate.

*	*	*

	As appropriate, please amend your registration statement in
response to these comments.  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 direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

	You may contact Dana Hartz (202) 942-2976 or Mary Mast at
(202)
942-1858 if you have questions regarding comments on the financial
statements and related matters.  Please contact Albert Lee at
(202)
824-5522, Song Brandon, Attorney-Adviser, at (202) 942-2831 or me
at
(202) 942-1840 with any other questions.

								Sincerely,

								Jeffrey Riedler
								Assistant Director

cc:	Rene Daignault
	1100 Melville Street 6th Floor
	Vancouver, British Columbia, V6E 4A6
	Canada
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Zuber Jamal
NSM Holdings, Inc.
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