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    R.H.
      Daignault Law Corporation

    1100
      Melville Street, 6th
      Floor

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

      MAIL
        STOP 03-09

                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

                June
                  30, 2005

                Matter
                  No.: 4007

      Dear
        Mr.
        Lee:

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

        3rd
        Amendment to Form SB-2 - Registration Statement

      File
        No. 333-120993

      Filed:
        December 3, 2004

      Further
        to your comment letter dated April 28, 2005, enclosed for filing are copies
        each
        of the following documents:

            1.

              Form
                SB-2/A - 3rd 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
                requested disclosure has been added. See “Plan of Distribution” on page 17
                of the Form SB-2 and on page 16 of the EDGAR
                version.

            2.

              The
                requested revisions have been made throughout the registration
                statement.

      Risk
        Factors

            3.

              This
                disclosure has been revised as requested. See Risk Factor #8 at the
                bottom
                of page 8 of the Form SB-2 and on page 8 of the EDGAR
                version.

      Description
        of Business

            4.

              This
                disclosure has been omitted. See “Market” at page 24 of the Form SB-2 and
                on page 22 of the EDGAR version.

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      Strategic
        Alliances

            5.

              The
                Company has advised me that negotiations have not begun. This disclosure
                has been revised accordingly. See “Distribution of Products and Services”
                at the top of page 24 of the Form SB-2 and on page 21 of the EDGAR
                version.

      Critical
        Accounting Policies

            6.

              The
                requested disclosure has been made. See “Critical Accounting Policies” on
                pages 28 and 29 of the Form SB-2 and on pages 25 and 26 of the EDGAR
                version.

      Consolidated
        Financial Statements

            7.

              The
                financial statements have been updated to February 28,
                2005.

      Note
        7. Common Shares

            8.

              The
                Company determined the anticipated offering price after closing its
                $0.10
                offering in September 2004. There was no specific event that caused
                the
                increase in the offering price. The sole director simply determined
                that a
                lower offering price ($0.001) coupled with the amount of capital
                being
                raised ($25,000) in the $0.05 offering would result in too much dilution
                for future offerings. See the revisions set out under “Determination of
                Offering Price” at page 12 of the Form SB-2 and on page 11 of the EDGAR
                version and under “Recent Sale of Unregistered Securities” at page 37 of
                the Form SB-2 and on page 45 of the EDGAR
                version.

      Note
        9. Commitment

            9.

              The
                Company has now accounted for the rent forgiveness in accordance
                with FTB
                85-3 Accounting for Operating Leases with Scheduled Rent Increases.
                This
                did not result in a restatement of the financial statements as at
                May 31,
                2004 as the difference was an immaterial US$200 (approximate). Also,
                the
                disclosure in “Description of Property” has been revised as set out on
                page 32 of the Form SB-2 and on page 29 of the EDGAR
                version.

      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

      Rene
        Daignault

      /rd

      Enclosures

      c:
        client

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