SecProbe.io

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Mail Stop 3561

December 29, 2005

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

      	Re:	Snow & Sail Sports, Inc.
      		Amendment No. 3 to Form S-1
      		File No. 333-128526
      		Filed December 15, 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.

* * * * *
Undertakings

1. We note the changes to your undertakings made in connection
with
our prior comment 2.  However, paragraph 1 of the undertaking
section
is incomplete.  In your amended filing, please revise to include
the
revised Rule 415 undertaking (Item 512(a)(1)-(4) of Regulation S-
B)
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.  In
addition,
please note that because you will not be relying upon Rule 430A to
price your offering you may delete paragraphs 4 and 5 of your
undertaking section.

Exhibit 23.1c

Consent of Independent Registered Public Accounting Firm

Consents of accountants

2. Please note that the consent included in the exhibit refers to
the
auditor`s consent to SB-2/Amendment # 1 and is dated October 27,
2005.  Please include a currently dated and signed consent of the
independent accountants.

Financial Statements for the period ended September 30, 2005

Statement of Stockholders` Equity (Deficit), page F-15

3. We note that you transferred the entire amount of undistributed
losses as at September 30, 2005 to additional paid-in capital
instead
of the undistributed losses as at September 12, 2005, the date the
Company ceased being an S corp and became a C corp.  Please revise
the financial statements.

* * * * *

      As appropriate, please amend your registration statement in
response to these comments.  As I discussed with Mr. Wolff by
telephone on December 29, 2005, you may fax us draft changes of
your
amended filing for our review and possible further comment.  Your
faxed response should include a cover letter 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
submission and responses to our comments.  Please note that once
we
have indicated that we have no further comment regarding your
draft
submission, you must file your cover letter responding to our
comments and amended filing on EDGAR prior to requesting
effectiveness.

      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 me at (202) 551-3810 with any other questions.

Sincerely,

Larry Spirgel
Assistant Director

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