SecProbe.io

CORRESP
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corresp

R.H.
Daignault Law Corporation

1100
Melville Street, 6th
Floor

Vancouver,
B.C., V6E 4A6, Canada

Tel:
604.648.2511

 Fax:
604.664.0671

      VIA
      COURIER

      U.S.
      Securities and Exchange Commission

      450
      Fifth Street, NW

      Washington,
      DC

      20549

      Attention:
      Albert Lee

      Phone:
      (202) 824-5522

      Direct:
      604.648.0527

      E-mail:
      rene@rhdlawcorp.com

      April
      11, 2005

      Matter
      No.: 4007

Dear Mr.
Lee:

Re:
 NSM
Holdings, Inc.  (the
“Company”)

2st
Amendment to Form SB-2 - Registration Statement

File
No. 333-120993

Filed:
December 3, 2004

Further
to your comment letter dated March 1, 2005, enclosed for filing are copies each
of the following documents:

    1.

      Form
      SB-2/A - 2nd Amendment (in triplicate);

    2.

      blacklined
      Form SB-2/A (in triplicate); and

    3.

      this
      comment letter (in duplicate).

Also, I
confirm that I have filed these documents via EDGAR.

General

    1.

      The
      amended Form SB-2/A filed with this letter has been amended as per the
      comments provided in your March 1, 2005 letter. The following are the
      responses to those comments. For convenience, the number of each response
      refers to the number of the comment in your
letter.

    2.

      In
      February 2005 the Company was relocating the Website to a different host.
      As a result, the migration forced the Website to go down for a period of
      time. The Website is currently up and is fully
  functional.

The
reference to Pool.com has been removed from the Website. The reason it appeared
on the Website was because the domain registrar was changed to Pool.com. While a
website is down the domain registrar places an “under construction” or currently
acquired by Pool.com under the URL.

    3.

      The
      Website is now fully functional. See Response #2
above.

    4.

      No,
      the Company does not intend to keep the prospectus current for the benefit
      of the selling shareholders after the expiration of the primary offering.
      However, the Company will keep the prospectus current for the benefit of
      the selling shareholders during any extensions of the primary
      offering.

    5.

      The
      Company will not use any graphics in the printed
    prospectus.

    6.

      The
      requested revisions have been made throughout the registration
      statement.

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Registration
Statement Cover Page

    7.

      The
      requested disclosure has been added. See the Cover Page in the middle of
      page 1.

Cover
Page

    8.

      The
      requested amendment has been made. See the Cover Page at the top of page
      3.

    9.

      The
      Company has not started the application process to list or quote its
      securities on a securities market. The Company expects to commence the
      application process shortly after clearing comments on this registration
      statement or closing the offering.

Summary

    10.

      The
      disclosure has been revised. See “Summary of Offering” at the top of page
      5.

Risk
Factors

    11.

      This
      disclosure has been added. See Risk Factor #8 at the bottom of page
      8.

    12.

      This
      disclosure has been added. See Rick Factor #13 in the middle of page
      10.

    13.

      The
      Company has no provisions that would prevent a change of control of
      management.

NSM
lacks an operating history and has losses that it expects to
continue...

    14.

      The
      requested amendment has been made. See Risk Factor #2 at the bottom of
      page 6.

NSM
is relatively new to the internet marketplace and its future
profitability...

    15.

      The
      requested amendments have been made with the previous risk factor being
      deleted and Risk Factors #3 and #5 being amended. See page
    7.

Failure
to successfully compete in the e-commerce industry with
established...

    16.

      The
      requested revisions have been made. See Risk Factor #4 in the middle of
      page 7.

Failure
to produce new products and services in a timely and
acceptable...

    17.

      This
      risk factor has been amended as requested. See Risk Factor #5 in the
      middle of page 7.

Since
NSM’s success depends upon the efforts of Zuber Jamal, the
key...

    18.

      The
      requested disclosure has been made. Se Risk Factor #6 at the top of page
      8.

    19.

      The
      requested disclosure has been made. Se Risk Factor #6 at the top of page
      8.

Since
NSM relies on one provider to host its website, NSM’s technical
systems...

    20.

      The
      requested disclosure has been added. See Risk Factor #7 on page 8.

    21.

      The
      requested disclosure has been added. See Risk Factor #7 on page 8. See
      Response #2 above regarding the Company’s Website being temporarily under
      construction.

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NSM
operates in a highly regulated industry and compliance
failures...

    22.

      The
      requested amendments have been made. See Risk Factor #9 at the bottom of
      page 8 and “Regulations” on page 25.

    23.

      The
      requested revisions have been made. See Risk Factor #9 at the bottom of
      page 8.

Security
of online transactions via the Internet and any security breaches will
have...

    24.

      The
      Company has not experienced any problems and no revisions were
      made.

Because
NSM’s sole officer and director will own more than 50% of the
outstanding...

    25.

      The
      requested revisions have been made. See Risk Factor #14 at the bottom of
      page 9.

Subscribers
to this offering will suffer immediate and substantial
dilution...

    26.

      The
      requested revision has been made. See Risk Factor #15 at the top of page
      10.

“Penny
Stocks” rules may make buying or selling NSM’s shares of common
stock...

    27.

      The
      requested disclosure has been added. See Risk Factor #16 on page
      10.

Use
of Proceeds

    28.

      The
      requested amendment has been added. See the new paragraph in the middle of
      page 11.

    29.

      The
      debt is for accrued management fees, which is unsecured, non-interest
      bearing with no specific terms of repayment. See the amended paragraph on
      page 11.

Plan
of Distribution

    30.

      The
      Company confirms its understanding and acknowledges the provisions of the
      applicable rules and regulations as set out in Comment
  #30.

    31.

      This
      statement has been revised to make consistent with the other disclosure in
      the registration statement. See the amended paragraph on page
      15.

    32.

      The
      Company is not planning to conduct a directed share offering at this
      time.

    33.

      The
      Company does not intend to use any other form of prospectus other than
      print.

Management

    34.

      The
      requested disclosure has been added. See Risk Factor #6 on page 8 and the
      amended paragraph on page 19.

Description
of Capital Stock

    35.

      The
      required disclosure has been added. See the amended paragraph under
      “Common Stock” on page 21.

    36.

      The
      Company has no preferred shares outstanding. See the amended paragraph
      under “Common Stock” on page 21.

Description
of Business

    37.

    a.

      The
      requested revision has been made. See the last paragraph under “General”
      on page 22.

    b.

      The
      requested revision has been made. See the first paragraph under “Products
      and Services” on page 22.

    c.

      The
      requested revision has been made. See the third paragraph under “Products
      and Services” on page 22.

    d.

      The
      requested revision has been made. See the second paragraph under
      “northernstarmall.com Website” on page 23.

    e.

      The
      requested revision has been made. See the first paragraph under “Strategic
      Alliances” on page 23.

    f.

      The
      requested revision has been made. See the second paragraph under “Market”
      on page 24.

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General

    38.

      The
      Website is now fully functional. See Response #2
above.

    39.

      The
      requested amendments have been made. See the last paragraph under
      “General” on page 22 and the first paragraph under “Strategic Alliances”
      on page 23.

    40.

      The
      Company does not have any distribution relationship with other suppliers
      at this time. See Response #37 a. above and the last paragraph under
      “Distribution of Products and Services” on page 23. The Company currently
      purchases its products from various suppliers and manufacturers, and is
      not dependent on one supplier or manufacturer for its products at this
      time.

Distribution
of Products and Services

    41.

      The
      requested information has been added. See the second paragraph under
      “eBay.com” on page 23.

Northernstarmall.com
Website

    42.

      For
      any early stage company it would be financially impossible to provide
      brick and mortar locations to all customers in all regions. Due to the
      specialty products that the Company provides and the diverse locations
      that such hobbyists live, very few cities would have enough customers to
      warrant a retail location. Following the Amazon.com centralized
      distribution model, the Company warehouses the items in one location and
      ships its products from there.

Strategic
Alliances

    43.

      The
      requested disclosure has been added. See the second paragraph under
      “Strategic Alliances” on page 23.

    44.

      The
      requested disclosure has been added. See the second paragraph under
      “Strategic Alliances” on page 23.

    45.

      The
      Company has had no discussions with the search engine companies, with the
      exception that the Company has contacted google.com, yahoo.com and
      ebay.com to ascertain their advertisement and placement rates. The
      requested amendments have been made. See the third paragraph under
      “Strategic Alliances” on page 23.

Ebay.com

    46.

      The
      requested disclosure has been made. See the first paragraph under
      “eBay.com” on page 23.

Market

    47.

      The
      requested disclosure has been made. See the last paragraph under “Market”
      on page 24.

Competition

    48.

      The
      requested disclosure has been made. See the last paragraph under
      “Competition” on page 25.

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    49.

      The
      requested revision has been made. See the third point at the bottom of
      page 24.

Regulations

    50.

      The
      requested revisions have been made. See “Regulations” on page
      25.

Management
Discussion and Analysis or Plan of Operation

    51.

      The
      required revision has been made. See the second paragraph under “Plan of
      Operations” on page 30.

    52.

      The
      required revision has been made. See the second last paragraph on page
      26.

    53.

      The
      requested revision has been made. See the first paragraph under “Employees
      and Employment Agreements” on page 25.

    54.

      A
      significant accounting policy note has been added to Note 2 (e) of the
      financial statements describing the Company’s accounting policy with
      respect to share offering costs. Also, see “Critical Accounting Policies”
      on page 28.

Critical
Accounting Policies

    55.

      The
      requested disclosure has been made. See “Critical Accounting Policies” on
      pages 27 and 28.

Current
capital resources and liquidity

    56.

      The
      required amendment has been made. See the second paragraph under “Current
      capital resources and liquidity” on page
29.

Plan
of Operation

    57.

      The
      requested revision has been made. See the first and second paragraph under
      “Plan of Operation” on page 30.

Financial
Statements

Statement
of Cash Flow

    58.

      The
      Company conducts its business primarily in US dollars. The Company’s main
      bank account is held in US currency. The Company has a Canadian dollar
      bank account, however, the balance of funds held in it is nominal, and the
      number of transactions generated through it is
minimal.

Note
2.. Summary of Significant Accouting Policies

l)
Foreign Currency Translation

    59.

      The
      foreign currency translation accounting policy note has been reworded to
      clarify the functional currency of both the Company and its subsidiary,
      Northern Star Distributor Inc., is the US dollar. Northern Star’s
      operations are carried out primarily in United States dollars. Under SFAS
      52 “Foreign Currency Translation”, an entity’s functional currency is the
      currency of the primary economic environment in which the entity operates;
      normally, that is the currency of the environment in which an entity
      primarily generates and expends cash.

Management
has determined that the functional currency is that of the United States dollar
under SFAS 52 “Foreign Currency Translation” for the following
reasons:

-
inventory purchases are primarily undertaken in United States
dollars;

-  sales
are primarily undertaken in US dollars

-  current
and future financings are and will be primarily in United States dollars;
and

-
expenses are primarily undertaken in United States dollars.

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5

n)
Stock - Based Compensation

    60.

      The
      required revision has been made. See Note 2 o) on page F-8 of the amended
      financial statements.

Note
7. Common Shares

    61.

      The
      required revision has been made. See Note 7 on page F-10 of the amended
      financial statements.

Note
9. Commitment

    62.

      Note
      9 – Commitment has been revised to clarify that the terms of the lease
      agreement were not modified as a result of the forgiveness of the unpaid
      rent. See Note 9 on page F-10 of the amended financial
      statements.

Exhibits

    63.

      The
      Company confirms that the exhibits have been filed with the initial Form
      SB-2 filed on December 3, 2004. Nonetheless, all exhibits have been
      attached to this registration statement for filing
  again.

    64.

      A
      form of subscription agreement has been filed with this registration
      statement as Exhibit 99.1.

Signature
Page

    65.

      The
      signatures on the signature page have been amended as requested.

I trust
the above to be satisfactory. If you have any questions or require anything
further please give me a call.

Yours
truly,

R.
H. Daignault Law Corp

Per:
/s/Rene
Daignault

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