SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 3561

December 7, 2005

Paul F. Tetreault
Snow & Sail Sports, Inc.
397 N. Main Street
South Yarmouth, MA 02664

      	Re:	Snow & Sail Sports, Inc.
      		Amendment No. 2 to Form S-1
      		File No. 333-128526
      		Filed November 23, 2005

Dear Mr. Tetreault:

      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 note that the page numbers mentioned in our
comments refer to those used in the marked courtesy copies of the
amendment.

      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.

* * * * *

Audited Financial Statements for the Year Ended December 31, 2004

Notes to the Financial Statements
Note 2.  Summary of Significant Accounting Policies
Provision for taxes, page F-7
1. We note on page F-4 that you have reclassified the
earnings/losses
for the years 2003 and 2004 to additional paid-in capital as the
result of the change from a "S" corporation to a "C" corporation
on
September 12, 2005.  As noted in our prior comment, you should
reflect the transfer of all undistributed earnings or deficit to
additional paid-in capital in the balance sheet as of September
30,
2005 at page F-12.  Please revise page F-4 to eliminate the
reclassification of earnings and losses.  Also include in the
amended
filing the statement of stockholder`s equity for the period
January 1
through September 30, 2005.
Undertakings

2. In your amended filing, please revise to include the new
undertakings which became effective on December 1, 2005.  See
Questions 3 through 6 in Securities Offering Reform Transition
Questions and Answers, which is available on our web site at
http://www.sec.gov/divisions/corpfin/transitionfaq.htm.  See the
new
Item 512(a)(4) and 512(g) of Regulation S-B, which were adopted in
Securities Offering Reform, Release No. 33-8591 (July 19, 2005),
which is available on our web site at
http://www.sec.gov/rules/final/33-8591fr.pdf
Signature page

3. We note your revision to our prior comment 15.  Note that Form
SB-
2 requires both your principal accounting officer (or controller)
and
principal financial officer to sign the registration statement.
If
a person is signing in his capacity as both the principal
accounting
officer (or controller) and principal financial officer, then this
should be clearly indicated below his signature (i.e., underneath
his
signature, list his titles as the principal accounting or
controller
and principal financial officer).

* * * * *

      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 will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      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 Gopal Dharia at (202) 551-3353 or Terry
French,
Accountant Branch Chief, at (202) 551-3828 if you have questions
regarding comments on the financial statements and related
matters.
Please contact Ted Yu at (202) 551-3372 or me at (202) 551-3810
with
any other questions.

Sincerely,

Larry Spirgel
Assistant Director

??

??

??

??

Paul F. Tetreault
Snow & Sail Sports, Inc.
December 7, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>