-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Lq5M84CPh1krXYsiLv+pnQQZo6s/fmNoIqXRekXv9bZOd5OQWZpAZ9FhYuyNyyij fA4F1nsmFWsnl4CQddAcYg== 0001021890-09-000053.txt : 20090331 0001021890-09-000053.hdr.sgml : 20090331 20090331163428 ACCESSION NUMBER: 0001021890-09-000053 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20081231 FILED AS OF DATE: 20090331 DATE AS OF CHANGE: 20090331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SIN HOLDINGS INC CENTRAL INDEX KEY: 0001140414 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 841570556 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-49752 FILM NUMBER: 09719449 BUSINESS ADDRESS: STREET 1: 3225 SOUTH GARRISON STREET UNIT 21 CITY: LAKEWOOD STATE: CO ZIP: 80227 BUSINESS PHONE: 3037637307 10-K 1 sin12310810k.htm DECEMBER 31, 2008 FORM 10-K sin12310810k.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing Table of Contents

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

x   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the year ended December 31, 2008

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 000-49752

SIN Holdings, Inc.
(Exact name of small business issuer in its charter)

Colorado  84-1570556 
(State of incorporation)  (I.R.S. Employer Identification No.) 

3225 S. Garrison, Unit 21, Lakewood, Colorado 80227
(Address of principal executive offices)

(303) 763-7527
(Issuer’s telephone number, including area code)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  x  No  ¨ 

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨  Accelerated filer ¨  Non-accelerated filer ¨   Smaller reporting company  (Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The aggregate market value of the voting Common Stock held by non-affiliates of issuer as of June 30, 2008 is $1,290,780. There are 1,278,000 shares of common voting stock of the Company not held by affiliates. The aggregate market value is based upon the bid price for the common stock of the Company on the OTC Bulletin Board on June 30, 2008.

As of December 31, 2008 7,278,000 shares of the Company's $.001 par value common stock were outstanding.


Table of Contents

FORM 10-K
SIN HOLDINGS, INC.
INDEX

Page
PART I.           
    Item 1.  Business    3 
Item 1A. Risk Factors 5 
Item 1B. Unresolved Staff Comments 7 
    Item 2.  Properties   
    Item 3.  Legal Proceedings    7 
    Item 4.  Submission of Matters to a Vote of Security Holders    8 
PART II.           
    Item 5.  Market for Common Equity, Related Stockholder Matters and    8 
      Issuer Purchases of Equity Securities     
Item 6. Selected Financial Data
    Item 7.  Management’s Discussion and Analysis of Financial     
      Condition and Results of Operations    8 
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
    Item 8  Financial Statements and Supplementary Data    9 
    Item 9  Changes in and Disagreements with Accountants on    9
      Accounting and Financial Disclosures     
    Item 9AT).  Controls and Procedures    10 
Item 9B. Other Information 11 
PART III.           
    Item 10.  Directors, Executive Officers, Promoters and Control    11 
      Persons; Compliance with Section 16(a) of the Exchange Act     
    Item 11.  Executive Compensation    12 
    Item 12.  Security Ownership of Certain Beneficial Owners    12 
      and Management     
    Item 13.  Certain Relationships, Related Transactions and Director    13 
Independence 
    Item 14.  Principal Accountant Fees and Services   14 
PART IV.
    Item 15.  Exhibits, Financial Statement Schedules    14 
  Financial Statements pages    F-1 to F-14 
      Signatures    18 
      Certifications   22 

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PART I.

Forward-Looking Statement Notice

When used in this report, the words “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “project,” “intend” and similar expressions are intended to identify forward-looking statements within the meaning of Section 27a of the Securities Act of 1933 and Section 21e of the Securities Exchange Act of 1934 regarding events, conditions and financial trends that may affect the Company’s future plans of operations, business strategy, operating results and financial position. Persons reviewing this report are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and actual results may differ materially from those included within the forward-looking statements because of various factors. Such factors are discussed under “Item 2. Management’s Discussion and Anal ysis of Financial Condition or Plan of Operations,” and also include general economic factors and conditions that may directly or indirectly impact the Company’s financial condition or results of operations.

Item 1.   Business

SIN Holdings, Inc. and our wholly owned subsidiary, Senior-Inet, Inc. (collectively the “Company”), were both organized under the laws of the State of Colorado on November 27, 2000. SIN Holdings, Inc. is 82.44% owned by Desert Bloom Investments, Inc., which our President, Steve Sinohui owns. We conduct all our business through Senior-Inet, Inc. (“Senior-Inet”).

Currently, the Company owns and operates www.senior-inet.com, a web portal for senior resources. Our portal lists service providers categorically by geographic location, allowing users to access information quickly and efficiently. Presently, we list resources in 10 cities in Colorado and in Houston, Texas. We designed our portal so that users could gather information from a variety of companies offering the same service. We developed our current network of senior service providers with the assistance of local agencies serving senior citizens, through telephone listings and other web sites. Our portal provides seniors access to information concerning the following categories:

  • Adult day care;
  • Alzheimer‘s care;
  • Banking;
  • Care management;
  • Funeral services;
  • Health care;
  • Hospice care;
  • Housing, including retirement, assisted living and skilled nursing;
  • Rehabilitation;
  • Senior Centers; and
  • Travel Services.

We derive revenues from

  §      linking senior resource provider sites to our portal
  §      the development of web pages for senior resource providers, and
  §      banner and box advertisements.

When entering a geographic area, we develop a list of senior resources in that area. We then ascertain whether or not those providers already have an Internet presence. If they do, we contact the providers and offer them the opportunity to attach a link from our portal to their web site. Even though the customer may have a web site already, having a listing on a senior resource network (such as Senior-Inet) improves their exposure. Currently, the Company’s site is ranked fairly high (number two on our last search) when you “Google” the term “senior information.” The primary reason the Company is ranked high for this search, is because of our web site’s name – Senior Information Network. Management believes that its current ranking on Google is a great selling tool in convincing customers who already have web sites to link their sites to ours.

If the provider does not have an Internet presence, we offer to create a web page on our portal for them. By developing an Internet presence for the provider, we provide them the opportunity to cost effectively and efficiently introduce their sales and marketing materials to a wider base of prospective clients. If the senior service provider elects to purchase a web page, we enter into a six or 12-month contract with the provider that includes the initial design cost of the web page and a monthly fee for maintenance of the page.

We also offer annual contracts for banner and box advertisements for our home page and each of the community and category pages. To date, we have not sold any advertisements on our site nor do we have any contracts for such advertisements.

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To date, the sale of web pages that we designed and maintain for providers listed on our site have accounted for all of our revenues. Currently, we do not have contracts with any of the facilities or services listed on our website. Because of increased competition within the marketplace, the Company’s president is considering reshaping the business model. If adopted, the Company would focus on creating a forum where seniors can interact and share information regarding issues that are pertinent to today’s seniors. We may decide to discontinue or modify our current strategy of selling web sites to senior service providers.

Competition

There are many senior-oriented sites on the Internet, including those offering products targeting the senior market, housing information sites, senior chat rooms, senior computer discussion groups, numerous health information sites and sites that provide references to these sites. Competition in these areas has increased since the Company initiated its business strategy. However, most of the competition is locally-oriented, meaning that the informational sites usually apply to a specific region. Some of these sites are extensions of a printed state or local business directory for seniors. We are not aware of any web site that provides information on as many types of senior services nationally or is organized by geographic location like our site.

While we compete based on the quality and uniqueness of our services and, to a lesser extent, on the basis of price, this strategy may not be successful. Our weaknesses include our under-capitalization, shortages of cash, limitations with respect to personnel, our limited financial resources and our limited customer base and market recognition.

Strategy

Our original intent was to grow the Company slowly by increasing the number of providers as well as geographic locations on our portal. We had planned to do that solely through the efforts of our President, Steve Sinohui. However, over the last year, Mr. Sinohui’s time has been divided between a variety of projects, including the Company, and he has not been able to afford the Company the attention it needs to substantially increase its subscriber base. Management believes that to grow the Company it needs to bring on independent contractors as sales people to increase its subscriber base.

Based on our existing business model, our growth strategy is simple. To increase revenues, we must increase the number of subscriptions by senior service providers listing on our site as well as to increase the number of cities for which we provide listings. We have focused our marketing efforts on Colorado since we can increase our presence and begin to build brand awareness without incurring substantial increases in our operating expenses. As capital resources permit, we plan to expand our listings in other geographic regions. However, when we attempt to expand into additional markets, our operating costs will increase and we will probably incur losses from operations until we have grown revenue to a level well in excess of our marketing and selling expenses. Presently, our monthly operating expenses are limited and we plan to increase the number of subscribers in Colorado without materially increasing our expenses. We can give no assurances regarding these plans and you should not expect that we will achieve them.

Additionally, Mr. Sinohui is considering reshaping the business model. Today’s seniors are living longer and beginning to face issues that seniors have not had to deal with in the past (i.e. raising grandchildren, dating, continuing to work after retirement, running out of money). Management believes that currently the marketplace does not offer a forum where seniors can share their experiences, gather information or gain access to resources to help them deal with these issues. To respond to this need, the Company may add more categories to its current listing that will address issues other than housing, travel and medical care. Also, the Company may focus on providing a forum where not only can seniors and families gather information pertinent to their situations but where seniors can interact with each other in a variety of different ways including, but not limited to: (1) sharing information about issues facing today’ ;s seniors; (2) buying and selling new and used, senior-specific products online; (3) meeting other seniors online; and, (4) getting access to resources to help seniors start entrepreneurial ventures or provide mentoring.

We believe that the Company may have value to third parties in connection with an acquisition or merger transaction pursuant to which a privately-owned business or entity could acquire or become merged with our Company and thereby become a publicly-owned business. We intend to consider carefully any such business opportunities that are brought to our attention; until an acquisition or merger transaction is completed we intend to continue to maintain our present business.

Marketing Strategy

Our primary method of marketing our site and driving traffic is Search Engine Optimization (“SEO”). SEO is the process of improving the volume and quality of traffic to a web site from search engines via search results for targeted keywords. Usually, the earlier a site is presented in the search results, or the higher it "ranks,” the more searchers will visit that site. Currently, the Company’s site is ranked fairly high (number two on our last search) on Google’s search engine (when the term “senior information” is searched). The primary reason the Company is ranked high for this search, is because of our web site’s name – Senior Information Network. Our SEO efforts involve the coding within the Senior-Information site, its presentation and structure. Our web developers have made sure that content is easily indexed by search engines.

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Additionally, we plan to establish strategic relationships with other web sites that can drive traffic to our site. These entities could include such well-known sites as, but are not limited to, American Association of Retired Persons (“AARP”), National Counsel of Senior Citizens, Senior-Site.com (senior informational site that deals primarily with health issues), ElderCarelink.com (listing site for senior housing), the Senior Citizen’s Bureau, the Senior Citizens League and SeniorNet (web site that offers computer education to seniors).

Subsidiary

SIN Holdings has one wholly-owned subsidiary, Senior-Inet, which was incorporated in the State of Colorado on November 27, 2000, also the date of SIN Holdings’ organization. We conduct all of our operations through Senior-Inet, including the maintenance and operation of our web site located at www.senior-inet.com . On December 1, 2000, Senior-Inet, Inc. acquired all of the assets of a sole proprietorship (the “Proprietorship”), also named “Senior-Inet,” for $5,000 in cash and the assumption of certain liabilities. Stan Mingus owned and operated the Proprietorship from May 1, 1996, until its acquisition by Senior-Inet, Inc.

Employees

Steve S. Sinohui, the sole executive officer and director and the controlling shareholder of SIN Holdings and the President, the Secretary, the Treasurer and the sole director of Senior-Inet, is employed on a part time basis by both companies. Mr. Sinohui has background experience that enables him to effectively market our web site and manage the Company. Although Mr. Sinohui has agreed to donate his services to the Company, we intend to compensate Mr. Sinohui with sales commissions on each subscriber he enrolls. The Company plans to pay Mr. Sinohui a commission equal to 20% of the gross annualized contract value from each new subscriber, payable monthly over the term of the subscriber’s agreement with the Company.

Except for contract sales employees and consultants as needed, we do not intend to employ any individuals other than Mr. Sinohui and Senior-Inet does not anticipate the full time employment of any individuals.

Neither SIN Holdings nor Senior-Inet has any supplemental benefits or incentive arrangements. At the present time, SIN Holdings has no plans to adopt any supplemental benefits or incentive arrangements and Senior-Inet has no plans to adopt any of these arrangements.

Proprietary Information

Our Intellectual Property includes our web site, web site organization, our domain name and the name, Senior-Inet. We have not filed an application to secure registration for our trademark, “Senior-Inet,” in the United States or any other country, nor do we have any patents, trademark applications or copyrights pending.

We expended no funds for research and development during our last fiscal year ended December 31, 2008, and we do not expect to incur any expenses for research and development this year.

Item 1A.    Risk Factors

The Company’s business is subject to many risks, including the following:

We Have Realized Very Limited Revenues and Earnings To Date and We May Not Be Able to Achieve Meaningful Revenues or Earnings in the Future. Senior-Inet has been operational since December 1, 2000 and we have yet to achieve meaningful revenue and earnings. SIN Holdings and Senior-Inet, together, realized no revenues for the year ended December 31, 2008 and $1,330 for the year ended December 31, 2007. We had a net loss of $19,674 for the year ended December 31, 2008 and a net loss of $15,447 for the year ended December 31, 2007. There can be no assurance that we will realize a meaningful increase in our revenues or earnings in the future from providing a database of resources for senior citizens on the Internet.

We Have Limited Assets and Working Capital and Minimal Shareholders’ Equity and We May Not Be Able to Continue in Operation without the Infusion of Additional Capital. As of December 31, 2008, we had total assets of $5,930, including $859 in cash and cash equivalents and $5,071 of intangible assets net of accumulated amortization. Our total shareholders’ deficit was ($117,627) as of December 31, 2008. Accordingly, we have very limited assets, including working capital and financial resources. Our financial condition may not improve.

We Expect to Continue to Incur Losses Through 2009. We have achieved limited revenue from operations and have incurred losses during 2007 and 2008. Without a sufficient number of subscribers linked to our website, or other revenue-producing advertising, we will not generate sufficient revenue to operate profitably. Additionally, if we do reshape our business model, we may incur additional expenses related to business development and web site development. We expect to incur operating losses through 2009, and possibly longer, and that our losses may grow unless we increase our revenue from levels we have experienced in 2008.

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Because We May Need to Raise Additional Funds and These Funds May Not Be Available to Us When We Need Them, We May Need to Change Our Business Plan, Sell or Merge Our Business or Face Bankruptcy. On February 19, 2002, the Company closed an offering of Units each consisting of one three-year promissory note in the principal amount of $94 with simple interest at 10.64% per annum, plus 6,000 shares of common stock offered at par value of $0.001 per share (an aggregate price of $6.00 for the 6,000 shares and $100 for each Unit). The Company received total proceeds of $21,300. This offering provided the Company with sufficient capital to operate for 12 months while we attempted to add subscribers and increase our cash flow. The Company has required additional capital since then to continue operating. Funds have been provided from SIN Holding’s sh areholder, Desert Bloom Investments, Inc., in the form of loans. If we are unable to increase revenues over the next three months, we will require additional operating capital. Additional capital may not be available to us on favorable terms when required, or at all. Whether or not this additional financing is available to us, we plan to utilize the part time services of our President to market to potential customers and gradually increase the subscriber base, sell or merge our business or face bankruptcy. In addition, our issuance of equity or equity-related securities will dilute the ownership interest of existing shareholders and our issuance of debt securities could increase the risk or perceived risk of our company.

We Do Not Expect to Increase Our Revenues and Earnings Significantly Until We Obtain Orders for Web Sites and Advertisements from Senior Service Providers. Our services are presently limited to selling and developing advertisements and web sites that are linked to our network of providers of senior services of 12 different types of services in two geographical areas. These two areas include ten cities in Colorado and Houston, Texas. Currently, it is our plan to increase our customer base in the cities in which we currently list. We also plan of expand our listings to include additional cities throughout Colorado. We do not expect to increase our revenues or earnings significantly until we increase the number of subscribers to our services.

We Must Enter into Strategic Relationships to Help Promote Our Web Site and, If We Fail to Develop, Maintain or Enhance These Relationships, We May Not Be Able to Attract and Retain Customers, Generate Adequate Traffic to Our Web Site, Build Our Senior-Inet Brand and Enhance Our Sales and Marketing Capabilities. We believe that our ability to attract customers, generate traffic to our website, facilitate broad market acceptance of our services and the Senior-Inet brand and enhance our sales and marketing capabilities depends, in part, on our ability to develop and maintain strategic relationships with related web sites that can drive customer traffic to our website. If we are unsuccessful in developing or maintaining these relationships, or if these relationships do not assist us in attracting or retaining customers, it may be difficult to grow o ur business.

The Success of Our Business Depends on Selling Web Pages and Access to Our Web Site to a Large Number of Providers of Senior Services That Are Listed on Our Online Database. As a company that established its Internet site featuring a network of senior service providers in only two geographic areas, we lack recognition in the market. Our success depends on attracting a large number of senior service providers that advertise in the traditional media, and persuading them to advertise on our site by purchasing a web site linked to our database and/or banner or box advertisements. Our success is dependent on ensuring that these customers remain loyal long-term customers. In addition to persuading senior service providers to purchase web sites and advertising, we must generate adequate traffic to our web site so that our customers will realize a benefi t from linking and advertising with us. We cannot be certain that our customers will accept our online solution over those offered by our competitors. If we fail to persuade providers of senior resources to advertise online or our competitors are more successful in achieving sales, then our revenues will continue to suffer. Furthermore, we may be required to incur higher and more sustained advertising and promotional expenditures than we currently anticipate to drive traffic to our web site. As a result, we may not be able to achieve or sustain profitability.

If We Refocus Our Business Model, We May Not Be Able to Achieve Meaningful Revenues or Earnings in the Future. The Company is considering reshaping its business model. If so, the Company may face increased competition, the Company may not have enough resources to fund its business strategy, the Company may not be able to attract a loyal user base and thereby generate significant revenue and we may incur substantially increased costs, such as advertising and promotional expenditures. If the Company refocuses its business model, there can be no assurance that it will realize a meaningful increase in revenues or earnings in the future.

Competition from Traditional and Online Providers of Senior Resource Information May Result in Price Reductions and Decreased Demand for Advertising on Our Web Site. We currently or potentially compete with a variety of companies located in the United States that provide a directory of senior resources. Many of these companies are established and have greater financial, technical, marketing and other resources. Additionally, many of these organizations have proven operating histories, which we lack. Our competitors include printed directories containing listings of providers of senior services and various web sites, including web sites that focus primarily upon housing, health care or finance for the elderly, or a combination of these topics. We believe that there will be an increasing number of online providers of databases of senior resources. While we expect to compete on the basis of the quality and uniqueness of our services and, to a lesser extent, on the basis of price, this strategy may not be successful. Additionally, while most online competitors feature providers of only one general type of senior service, we feature a wide array of senior resources.

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We May Be Unable to Adequately Protect or Enforce Our Intellectual Property Rights, Which May Have a Detrimental Effect on Our Business. Our Intellectual Property includes the look and feel of our web site, web site organization, our domain name and the name, Senior-Inet. We have not filed an application to secure registration for our trademark, “Senior-Inet,” in the United States or any other country, nor do we have any patents or copyrights pending. Any encroachment upon our proprietary information, the unauthorized use of our trademark, the use of a similar name by a competing company or a lawsuit initiated against us for our infringement upon another company’s proprietary information or improper use of their trademark, may affect our ability to create brand name recognition, cause customer confusion and/or have a detrimental ef fect on our business.

Litigation or proceedings before the U.S. Patent and Trademark Office may be necessary in the future to enforce our intellectual property rights, to protect our trade secrets and domain name and to determine the validity and scope of the proprietary rights of others. Any litigation or adverse proceeding could result in substantial costs and diversion of resources and would seriously harm our business and operating results. Finally, if we expand our database internationally, the laws of many countries do not protect our proprietary rights to as great an extent as do the laws of the United States.

It is possible that third parties may claim infringement by us with respect to past, current or future technologies, although we do not expect any such claims. We expect that participants in our markets will be subject increasingly to infringement claims as the number of services and competitors in our industry segment grows. Any claim, whether meritorious or not, could be time-consuming, result in costly litigation, cause service upgrade delays or require us to enter into royalty or licensing agreements. These royalty or licensing agreements might not be available on terms acceptable to us or at all.

Our Systems and Operations, and Those of Our Customers, Are Vulnerable to Natural Disasters and Other Unexpected Problems, Which Could Reduce Customer Satisfaction and Traffic to Our Web Site and Harm Our Sales. Web services for the Company’s site are managed by a Colorado Springs based web services company, which has managed the site since its inception. Services provided for the Company include web hosting, search engine optimization, software development and domain name management. The Company’s web site is hosted on multiple web servers in New York with full backup and disaster recovery capabilities. The current configuration resides on multiple Windows 2003 servers with Active Server Pages. These servers are protected with the latest security, encryption and spyware protected software. All backend database services for the site are protected by encryption capabilities that are fully integrated with the key management infrastructure. Our systems and operations are non-the-less vulnerable to damage or interruption from fire, flood, power loss, telecommunications failure and similar events. To date, we have had no security breaches.

The Limited Time Commitment or the Loss of the Services of Steve S. Sinohui, the Sole Executive Officer and Director of SIN Holdings and the Sole Director and an Executive Officer of Senior-Inet, Could Have a Negative Impact on Our Business. We have no personnel except Steve S. Sinohui, President, Secretary, Treasurer and the sole director of SIN Holdings and Senior-Inet. Mr. Sinohui is employed by SIN Holdings and Senior-Inet on a part- time basis. Mr. Sinohui plans to devote approximately 25% of his time and effort to the Company. For the foreseeable future, we have no plans to employ any management personnel in addition to Mr. Sinohui. Mr. Sinohui could leave without prior notice since he has no employment contract with the Company. If we lose the services of Mr. Sinohui, our business could be harmed seriously. We do not have "key person" life insurance policies covering Mr. Sinohui. Although Mr. Sinohui is associated with other firms involved in a range of business activities, we do not anticipate that there will be any conflicts of interest with regards to his performance of Company.

We May Enter Into a Merger or Acquisition Transaction In Which Our Shareholders Incur Substantial Dilution of Ownership Interests . We plan to consider a merger or other acquisition transaction under which our company would be acquired by or merged with another business entity and we would subsequently be controlled by different management and shareholders of the other entity would likely hold a majority interest. Under such circumstances it is unlikely that our director or any of our shareholders would have any significant input in managing the resulting business or successor corporation. It is unlikely that approval of our shareholders would be required to effect such a transaction. We are unable to predict whether or when such a transaction might be effected. Should such an acquisition transaction occur, we may separate our current web-based b usiness and sell or transfer it to a third party.

Item 1B.     Unresolved Staff Comments.

As of December 31, 2008, the Company had no unresolved Staff Comments.

Item 2.        Properties

Neither SIN Holdings nor Senior-Inet presently owns any real property. SIN Holdings maintains its offices at the residence of Steven Sinohui, the sole executive officer, director and controlling shareholder, located at 3225 South Garrison Street, Unit #21, Lakewood, Colorado 80227. We have verbal arrangements with Mr. Sinohui to use his residence free of charge for the foreseeable future, although this arrangement might not be legally enforceable. The space that SIN Holdings and Senior-Inet currently occupies is expected to be adequate to meet our foreseeable future needs. We own personal property (equipment) valued, at historical cost, at a total of $992.

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Item 3.      Legal Proceedings

There is no litigation pending or threatened by or against the Company.

Item 4.      Submission of Matters to a Vote of Security Holders

No matters were put before security holders for a vote during 2008.

PART II

Item 5.      Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

     a.      Market Information . Prior to August 2005, there was no trading market for our common stock. We obtained a trading symbol of "SNHI" and began trading on the NASD Over-the-Counter Bulletin Board in August 2005. Although we have a listing on the Bulletin Board, there is no assurance that an active, liquid market for our common stock will develop or that a trading market will continue. Our common stock is quoted on the NASD Over-the-Counter Bulletin Board (“OTCBB”) at the present time. At March 23, 2009, our stock was bid $ 0.25 and asked at $1,001.

     Below is the market information pertaining to the high and low bid and ask quotations of our common stock for each quarter since our common stock has been quoted on the OTCBB. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

2008      LOW       HIGH 
Fourth Quarter    $ 0.25   $ 1,001 
Third Quarter    $ 0.25     $ 1,001 
Second Quarter    $ 0.35     $ 200  
First Quarter    $ 0.35     $ 200  
 
2007      LOW       HIGH 
Fourth Quarter    $ 0.35     $ 200
Third Quarter    $ 0.35     $ 1,001
Second Quarter    $ 1.01     $ 200 
First Quarter    $ 1.50     $ 200 

     b.      Holders. There are 19 holders of the Company’s common stock, and one holder of its preferred stock. As of the date of this report, 1,278,000 outstanding shares may be transferred without restriction, and 6,000,000 shares of the Company’s common stock held by affiliates are eligible for sale under Rule 144 promulgated under the Securities Act of 1933, as amended, subject to certain volume limitations and other provisions of Rule 144. Rule 144, as amended effective February 15, 2008 permits, under certain circumstances, the sale of shares without any quantity limitation by a person who has satisfied a one year holding period and who is not, and has not been, for the preceding three months, an affilia te of the Company. Accordingly, the aggregate 6,000,000 shares of common stock owned of record and beneficially by Desert Bloom Investments, Inc. became available for resale under Rule 144 in November 2001. Transfer and resale of the shares of common stock will be subject, in addition to the federal securities laws and to applicable laws of each state in which the transfer or resale occurs.

     c.      Dividends. The Company has not paid any dividends to date, and has no plans to do so in the immediate future.

     d.      Securities Authorized for Issuance Under Equity Compensation Plans. The Company has adopted no equity or other compensation plans and there are no outstanding options, warrants or other rights to acquire equity securities of the Company.

     e.     Transfer Agent . The transfer agent and registrar for the Company's common stock is Corporate Stock Transfer, 3200 Cherry Creek South Drive, Denver, Colorado 80209, telephone number (303) 282-4800.

     f.     Sale or Purchases of Unregistered Securities. The Company did not sell or purchase any equity securities during the last two fiscal years.

Item 6.       Selected Financial Data

A smaller reporting company is not required to provide the information required by this Item.

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Item 7.      Management’s Discussion and Analysis Financial Condition and Results of Operations

The following discussion should be read in conjunction with the Company’s financial statements and notes thereto contained elsewhere in this report.

Results of Operations

The Company was not profitable during the year ended December 31, 2008 and has not operated profitably during any period since inception.

Fiscal 2008 Compared with fiscal 2007

The Company had no revenues for the year ended December 31, 2008 and revenues of $1,330 for the year ended December 31, 2007.

General and administrative expenses for the year ended December 31, 2008 were $14,944 compared to $12,570 for 2007. Expenses consisted of general corporate administration, rent, Internet service provider and computer expenses, legal and professional expenses and accounting and auditing costs. Higher expenses for the year ended December 31, 2008 were primarily due to increased accounting expenses.

Because of the foregoing factors, the Company realized a net loss of $19,674 for the year ended December 31, 2008 as compared to net loss of $15,447 for 2007.

Liquidity and Capital Resources

At December 31, 2008 the Company had current assets consisting of $858 cash on hand. Current liabilities consisted of accounts payable of $825, accrued interest payable of $2,046 and notes payable of $376 for total current liabilities of $3,247.

During the last eight fiscal years, the Company has received loans totaling $72,000 from Desert Bloom Investments, Inc., the controlling stockholder of the Company, which is owned by Mr. Sinohui, the President. The Company believes that current and anticipated future cash requirements for the next three months cannot be met with the cash on hand and from revenue from current customers. The Company will find it necessary to raise additional capital. The Company may sell common stock of the Company or enter into additional debt financing agreements.

Additionally, on February 19, 2002, the Company closed an offering of Units each consisting of one three-year promissory note in the principal amount of $94. The Company sold 213 Units consisting of 17 promissory notes aggregating $20,022. These notes become due on February 19, 2005. As of March 31, 2007, the Company had entered into extension agreements with eight of the Note Holders. The Note Holders agreed to extend the notes until February 19, 2009. Under the terms of the extension, the Company will continue to pay interest at 10.64% per year. The Company repaid the Note Holders that did not return their extension agreements. On December 15, 2008, the company entered into extension agreements with four of the eight remaining Note Holders. The Note Holders agreed to extend the notes until February 19, 2011. The four Note Holders that did not return the extension agreements will be paid accrued interest from January 1, 2009 thr ough February 19, 2009, plus principal. These principal payments aggregate $376 and accrued interest on this amount through February 19, 2009 will be $5.48.

Over the next 12 months, we plan to expand our listings in the 11 cities in which we have developed lists and to increase the number of cities in Colorado for which we provide listings of providers of senior services. Additionally, our President is considering reshaping the business model. If adopted, the Company would focus on creating a forum where seniors can interact and share information regarding issues that are pertinent to today’s seniors, and we may no longer offer our current services.

To grow our business, we will need additional capital. Additional capital may be raised through additional private financings as well as borrowings and other resources. To the extent that additional capital is raised through the sale of equity or equity-related securities, the issuance of such securities could result in dilution of our stockholders. There can be no assurance that additional funding will be available on favorable terms, if at all. If adequate funds are not available when we need them, we may be required to curtail our operations. No assurance can be given however, that we will have access to the capital markets in the future, or that financing will be available on acceptable terms to satisfy our cash requirements needed to implement our business strategies. Our inability to access the capital markets or obtain acceptable financing could have a material adverse effect on our results of operations and financial cond ition and could severely threaten our ability as a going concern.

In addition to attempting to grow our present business, we intend to consider an acquisition or merger transaction with a privately-owned business under which our Company would acquire the business and would thereafter be managed by former owners of the private business. If we are able to complete such a transaction we expect that our shareholders would become minority shareholders in the resulting entity and that the management of the corporation would be changed. We are unable to predict whether and when such a transaction might be completed, if at all.

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Item 7A.        Quantitative and Qualitative Disclosures About Market Risk

A smaller reporting company is not required to provide the information required by this Item.

Item 8.           Financial Statements and Supplementary Data

Financial statements for the years ended December 31, 2008 and 2007 are presented in a separate section of this report following Section 14.

Item 9.         Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

There are not and have not been any disagreements between the Company and its accountants on any matter of accounting principles, practices or financial statements disclosure.

Item 9A (T).   Controls and Procedures.

Disclosure Controls and Procedures

We maintain "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our principal executive officer to allow timely decisions regarding required disclosure.

Evaluation of disclosure and controls and procedures

As of December 31, 2008, the Company's chief executive officer (who is also the chief financial officer) conducted an evaluation regarding the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act. Based on this evaluation, our chief executive officer concluded that our disclosure controls and procedures were effective.

Management's Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a- 15(f) and 15d-15(f) of the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles. Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect all misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Internal control over financial reporting is defined, under the Exchange Act, as a process designed by, or under the supervision of, the issuer's principal executive and principal financial officers, or persons performing similar functions, and effected by the issuer's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts an d expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer's assets that could have a material effect on the financial statements.

The Company's principal executive officer assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2008. In making this assessment, the Company's principal executive officer was guided by the releases issued by the SEC and, to the extent applicable, the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's principal executive officer believes that based on his assessment, as of December 31, 2008, the Company's procedures of internal control over financial reporting were effective.

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This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management's report in this annual report.

This report shall not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2008 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

Item 9B.      Other Information

Not applicable.

PART III

Item 10.       Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of the Exchange Act.

The directors and officers of the Company are as follows:         
 
Name    Age    Position 
Steve S. Sinohui    60    Director, President, Secretary and 
        Treasurer of SIN Holdings, 
        Inc., and Senior-Inet, Inc. 

The above listed officer and director has served as a director since inception of the Company and will serve as a director until the next annual meeting of the shareholders or until his death, resignation, retirement, removal or disqualification, or until his successors have been duly elected and qualified. Vacancies in the Board are filled by majority vote of the remaining directors. Officers of the Company serve at the will of the Board. The Company has one director, Mr. Sinohui, who also serves as the only officer.

Background

Steve S. Sinohui has served as the President, the Treasurer, the Secretary and a director of SIN Holdings and Senior-Inet since the inception of both companies on November 27, 2000. Since 2005, Mr. Sinohui has been a supervisor with UPS Cartage Services International in Denver, Colorado. Additionally, Mr. Sinohui has served as a broker for Urban Companies, a Lakewood, Colorado corporation since 1994, where he is involved in locating and securing commercial real estate opportunities, listing and selling residential and commercial real estate and property management. From 1989 to 1994, Mr. Sinohui served as a project manager for ATMA, Inc., a distributor of medical supplies, where he supervised and directed the physical inventory and asset management of capital equipment, evaluated and supervised the development and implementation of computer programs and equipment, including database and inventory management software and equipment , and managed over 80 multiple-site inventory personnel. From 1983 to 1987, Mr. Sinohui served as the Vice President of Marketing for the National OTC Stock Journal, a national finance newspaper, which covered the over-the-counter stock market. During his tenure with the National OTC Stock Journal, Mr. Sinohui developed a marketing and promotional program, which included long-term advertising campaigns for national and international clients. Mr. Sinohui also planned, organized and developed sales for three national financial trade shows, which were teleconferenced to over twenty cities. The trade shows presented a format for investors to interact with executive officers of publicly-held companies from the United States, Canada and Europe. Mr. Sinohui attended Phoenix College, Phoenix, Arizona, with a curriculum in broadcasting and journalism, from 1966 to 1969.

Conflicts of Interest

Steve Sinohui is associated with other firms involved in a range of business activities, none of which are in the general business area of the Company. Consequently, there are potential conflicts for his services in his acting as officer and director of the Company while he has other business obligations. Mr. Sinohui plans to spend only approximately 25% of his time on the business and affairs of the Company.

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Mr. Sinohui in the future may become shareholder, officer or director of other companies that may be formed for the purpose of engaging in business activities similar to those conducted by the Company. Accordingly, additional direct conflicts of interest may arise in the future with respect to Mr. Sinohui acting on behalf of the Company or other entities. Moreover, additional conflicts of interest may arise with respect to opportunities which come to the attention of Mr. Sinohui in the performance of his duties or otherwise. The Company does not have a right of first refusal pertaining to opportunities that come to Mr. Sinohui’s attention insofar as such opportunities may relate to the Company’s proposed business operations.

Mr. Sinohui is, so long as he is an officer or director of SIN Holdings and Senior-Inet, subject to the restriction that all opportunities contemplated by our plan of operation which come to his attention, either in the performance of his duties or in any other manner, will be considered opportunities of, and be made available to us and to the companies that he is affiliated with on an equal basis. A breach of this requirement will be a breach of his fiduciary duties to us. If both SIN Holdings and the companies in which Mr. Sinohui is affiliated with desire to take advantage of an opportunity, then Mr. Sinohui would abstain from negotiating and voting upon the opportunity. However, Mr. Sinohui or other entities with which he is affiliated may take advantage of the business opportunities if we decline to do so. Except as set forth above, we have not adopted any other conflict of interest policy with respect to conflicts or simila r transactions.

Family Relationships

There are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.

Involvement in Certain Legal Proceedings

During the past five years, none of the following occurred with respect to our executive officer: (1) any bankruptcy petition filed by or against any business of which he was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires our directors and executive officers and persons who beneficially own more than ten percent of a registered class of the Company’s equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent beneficial shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. There are no known deficiencies of applicable obligations under Section 16(a) of the Exchange Act by any Officer, Director, or person holding more than 10% of our outstanding common stock.

Code of Ethics

The Company has not adopted a Code of Ethics that applies to the Company’s principal executive officers, the principal financial officer, the principal accounting officer or the controller. No Code of Ethics has been adopted because the Company has one director, who also serves as the only officer and the Company and the board of directors chose not to reduce to writing standards designed to deter wrongdoing and promote honest and ethical conduct. The Board of Directors believes that the Company’s very small size and the limited number of personnel who are responsible for its operations make a formal Code of Ethics unnecessary.

Audit Committee

The Company does not have a financial expert on its audit committee because the Company has only one director does not have a separate audit committee and because the Company’s extremely small size, limited financial resources and limited activity make such a position unnecessary. In addition, the board of directors does not believe it can find a qualified person willing to sit on the board of directors and serve as a financial expert on the audit committee without paying such person compensation and other benefits which the Company is unable to pay due to its limited financial resources. The Company has one director and has not established a standing audit committee of the board of directors. The Company’s board of directors does not include any outside or independent director. As a result, the director, Mr. Sinohui, acts as the audit committee.

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Item 11.     Executive Compensation

The Company’s officer and director currently do not receive any compensation for his services rendered unto the Company, nor has he received compensation in the past. Mr. Sinohui has agreed to act as President without compensation until authorized by the Board, which is not expected to occur until the Company has generated revenues from operations. However, the Company does plan to pay Mr. Sinohui a commission equal to 20% of the gross annualized contract value from each new subscriber, payable monthly over the term of the subscriber’s agreement with the Company. As of the date of this registration statement, the Company has limited funds available to pay directors. Further, Mr. Sinohui is not accruing any compensation pursuant to any agreement with the Company.

No retirement, pension, profit sharing, stock option, insurance programs or other similar programs have been adopted by the Company for the benefit of its employees.

Item 12.      Security Ownership of Certain Beneficial Owners and Management

     The table below lists the beneficial ownership of the Company’s voting securities by each person know by the Company to be the beneficial owner of more than 5% of such securities, with the address of such person, as well as the securities of the Company beneficially owned by all directors and officers of the Company. Unless otherwise indicated, the shareholders listed possess sole voting and investment power with respect to the shares shown.

Title 
of Class 
 
 
 
 
 
 
Name and 
Address of 
Beneficial 
Owner 
 
 
 
 
Amount and
Nature of
Beneficial
Owner
 
 
 
 
 
 
 
 
Percent of
Class
 
 
 
 
 
 
Common    Desert Bloom Investments, Inc.    6,000,000     82.44 % 
    3225 S. Garrison, Unit 21             
    Lakewood, CO 80227             
 
Preferred    Desert Bloom Investments, Inc.    100,000     100.00 % 
    3225 S. Garrison, Unit 21             
    Lakewood, CO 80227             
 
Common    Steve Sinohui    6,000,000 (1)    82.44 % 
 
Preferred    Steve Sinohui    100,000 (1)    100.00 % 

(1)       Desert Bloom Investments, Inc. owns 6,000,000 shares of the 7,278,000 shares of issued and outstanding common stock and 100,000 (100%) shares of preferred stock of SIN Holdings. Steve Sinohui, the sole executive officer and director of SIN Holdings and Senior-Inet, is the sole shareholder and officer and director of Desert Bloom Investments, Inc., a Colorado corporation.

The balance of the Company’s outstanding stock is held by 18 persons.

Item 13.      Certain Relationships, Related Party Transactions and Director Independence

On December 1, 2000, Senior-Inet acquired all of the assets of a sole proprietorship, also named "Senior-Inet," for $5,000 in cash and the assumption of certain liabilities. The transaction was accounted for using the purchase method, with the excess of the purchase price over the fair value of the assets acquired recorded as goodwill. Stan Mingus owned and operated the Proprietorship from May 1, 1996, until its acquisition by Senior-Inet on December 1, 2000.

On December 14, 2001, the Company commenced an offering of Units pursuant to Regulation A promulgated under the Securities Act of 1933. Each Unit had an offering price of $100 and consisted of one three-year promissory note in the principal amount of $94 with simple interest at 10.64% per annum, plus 6,000 shares of common stock offered at par value of $0.001 per share (an aggregate price of $6.00 for the 6,000 shares). The Company closed its offering February 19, 2002 after receiving subscriptions for 213 Units from 17 subscribers, for an aggregate of $20,022 in Promissory Notes and 1,278,000 shares of common stock. The maturity date of the promissory notes was three years from the date of the closing of the offering for the sale of the minimum units offered (200 units), or February 19, 2005. The notes become due on February 19, 2005. The Company entered into extension agreements with all but two of the Note Holders. The Note Ho lders agreed to extend the notes until February 19, 2007. Under the terms of the extension, the Company will continue to pay interest at 10.64% per year. The Company repaid

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the two Note Holders that did not return their extension agreements. On January 30, 2007, the Company again requested the Note Holders to extend their promissory notes for another two years. Of the 15 Note Holders, eight chose to extend their notes. The principal amount of the notes that were extended until February 19, 2009 aggregated $19,176. The Company repaid the seven Note Holders that elected not to extend their notes. On December 15, 2008, the company entered into extension agreements with four of the eight remaining Note Holders. The Note Holders agreed to extend the notes until February 19, 2011. The four Note Holders that did not return the extension agreements will be paid accrued interest from January 1, 2009 through February 19, 2009, plus principal. These principal payments aggregate $376 and accrued interest on this amount through February 19, 2009 will be $5.48.

No underwriter was involved in the offer or sale of the securities in the offering.

As of December 31, 2008, the Company has received a total of 21 loans from the controlling shareholder of the Company, Desert Bloom Investments. The aggregate amount of the notes total $72,000. The notes bear no interest unless not paid, in which case interest will be charged at the rate of 10% annually. The notes mature on December 31, 2010. The table below reflects the issue date of the notes, the principal amount and the current maturity date:

                   ISSUE DATE      PRINCIPAL AMOUNT    MATURITY DATE 
November 30, 2001    $ 1,500    December 31, 2010 
March 28, 2003    $ 5,000    December 31, 2010 
June 25, 2003    $ 3,000    December 31, 2010 
December 31, 2003    $ 2,500    December 31, 2010 
July 9, 2004        $ 3,000    December 31, 2010 
November 15, 2004    $ 2,500    December 31, 2010 
January 25, 2005    $ 5,000    December 31, 2010 
August 4, 2005    $ 1,000    December 31, 2010 
December 15, 2005    $ 1,500    December 31, 2010 
January 9, 2006    $ 5,000    December 31, 2010 
March 13, 2006    $ 2,000    December 31, 2010 
May 1, 2006        $ 1,000    December 31, 2010 
June 15, 2006    $ 5,000    December 31, 2010 
November 15, 2006    $ 2,000    December 31, 2008 
December 29, 2006    $ 5,000    December 31, 2010 
February 9, 2007    $ 2,000    December 31, 2010 
April 30, 2007    $ 3,000    December 31, 2010 
November 13, 2007    $ 6,000    December 31, 2010 
January 8, 2008    $ 5,000    December 31, 2010 
June 17, 2008    $ 6,000    December 31, 2010 
September 11, 2008    $ 5,000    December 31, 2010 

Item 14.      Principal Accountant Fees and Services

     a.      Audit Fees.  The following table shows the aggregate fees billed for each of the last two fiscal years for professional services rendered by the Company’s principal accountant for the audit of the Company’s annual financial statements, review of financial statements included in the Company’s form 10-QSB and services that were provided by the accountant in connection with statutory and regulatory filings of the Company.

             Date Billed                                                                             Action      Fee 
 
October 17, 2007    Review of Forms 10QSB for the periods ending June 30, 2006, September, 2006,    $  6,250.00 
    March 31, 2007, June 30, 2007 and September 30, 2007 and the Audit Fee for the       
    year ending December 31, 2006       
March 31, 2008    2007 Audit and 10-K Review    $  5000.00 
June 16, 2008    Review of first quarter 10-Q    $  700.00 
September 30, 2008    Review of 2nd Quarter 10-Q    $  700.00 
October 23, 2008    Review of 2nd Quarter 10-Q    $  50.00 
December 29, 2008    Review of 3rd Quarter 10-Q    $  750.00 

     b.      Audit Related Fees.  None.

     c.      Tax Fees.  The Company was not billed in the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, tax planning or any other services. The Company prepared and filed its own tax returns.

     d.      Other Fees.  None.


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Item 13.   Exhibits Financial Statement Schedules

3.1      Articles of Incorporation
 
3.2      Bylaws*
 
10.1      Business Purchase Agreement*
 
10.2      Profit Participation Agreement*
 
21      Subsidiaries of the Registrant*
 
31      Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
32      Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*Incorporated by reference to similar exhibits to amendment no 4 to Form 10-SB filed October 28, 2002.

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FORM 10-K     
SIN HOLDINGS, INC.     
INDEX TO FINANCIAL STATEMENTS     
    Page 
Report of Independent Registered Public Accounting Firm    F-1 
Consolidated Balance Sheets    F-2 
Consolidated Income Statements    F-3 
Consolidated Statement Of Stockholders’ Equity (Deficit)    F-4 
Consolidated Statements of Cash Flows    F-5 
Notes to Consolidated Financial Statements    F-6 to F-12 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
SIN Holdings, Inc.

We have audited the accompanying balance sheet of SIN Holdings, Inc. as of December 31, 2008 and December 31, 2007, and the related statements of operations, and cash flows for the years ended December 31, 2008 and December 31, 2007. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estim ates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of SIN Holdings, Inc. as of December 31, 2008 and December 31, 2007, and the results of its operations and its cash flows for the years ended December 31, 2008 and December 31, 2007, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note A to the financial statements, the Company has suffered recurring losses, has an accumulated deficit, and has minimal revenues that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note A. The financial statements do not include any adjustments that might result from the outcome of this uncertainty

Respectfully submitted,

  /s/ Robison Hill & Company
Certified Public Accountants

Salt Lake City, Utah
March 27, 2009

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SIN HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
 
  December         December     
  31, 2008          31, 2007       
ASSETS             
Current Assets             
             Cash and Cash Equivalents    $   859     $ 1,551  
             Accounts Receivable    -     -  
Total Current Assets      859     1,551  
 
Long Term Assets             
             Equipment    992     992  
             Less Accumulated Depreciation    (992 )    (992 ) 
Total Long Term Assets    -     -  
 
Other Assets             
             Goodwill (Net of accumulated amortization of $616)    5,071     5,071  
Total Other Assets    5,071     5,071  
 
TOTAL ASSETS    $ 5,930     $ 6,622  
 
LIABILITIES             
Current Liabilities             
             Accounts Payable   $   825     $ 1,411  
             Notes Payable - Offering    376     -  
             Accrued Interest - Offering Notes    2,046     2,040  
Total Current Liabilities    3,247     3,451  
 
Long Term Liabilities             
             Loan from Shareholder    72,000     56,000  
             Interest Payable - Shareholder Loan    7,846     5,184  
             Notes Payable - Offering    18,800     19,176  
Total Long Term Liabilities    98,646     80,360  
 
Total Long Liabilities    101,893     83,811  
 
Stockholders' Equity (Deficit)             
             Preferred Stock, $0.001 par value, 100,000,000 shares             
               authorized; 100,000 shares issued and outstanding             
               at December 31, 2008 and 2007    100     100  
             Common Stock, $0.001 par value, 400,000,000 shares             
               authorized; 7,278,000 shares issued and outstanding             
               at December 31, 2008 and 2007    7,278     7,278  
             Additional Paid In Capital    14,286     13,386  
             Accumulated Deficit    (117,627 )    (97,953 ) 
Total Equity (Deficit)    (95,963 )    (77,189 ) 
 
Total Liabilities    $ 5,930    $ 6,622  

The accompanying notes are an integral part of the consolidated financial statements.

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SIN HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED INCOME STATEMENTS
 
    December          December     
    31, 2008           31, 2007     
REVENUES                 
       Net Subscriptions    $ -     $ 1,330  
EXPENSES                 
       Bank Service Charges      12       12  
       ISP      1,200       1,200  
       Licenses & Permits      -       25  
       Miscellaneous      1,380       804  
       Professional Fees      10,202       8,319  
       Rent      900       900  
       Transfer Fees      1,250       1,310  
                     Operating Expenses      14,944       12,570  
 
       Loss From Operations      (14,944 )      (11,240 ) 
 
OTHER INCOME (EXPENSE)                 
       Finance Charges      (23 )      (11 )  
       Loan Interest      (4,707 )      (4,196 ) 
TOTAL OTHER INCOME (EXPENSE)      (4,730 )      (4,207 ) 
 
NET LOSS BEFORE INCOME TAXES      (19,674 )      (15,447 ) 
 
INCOME TAX EXPENSE      -       -  
 
NET LOSS    $ (19,674 )    $ (15,447 ) 
 
NET LOSS PER SHARE    $  -     $  -  
 
WEIGHTED AVERAGE SHARES OUTSTANDING      7,278,000       7,278,000  

The accompanying notes are an integral part of the consolidated financial statements.

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SIN HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007
 
 
Total
Stockholders'
Equity
(Deficit)
           Common Stock            Preferred Stock      Additional
Paid-In
Capital 
             
    Number of          Number of                Accumulated
Deficit
       
    Shares      Amount    Shares      Amount                 
 
Balance at                                           
December 31, 2006    7,278,000    $ 7,278    100,000    $ 100    $ 12,476    $ (82,506 )    $ (62,652 ) 
 
Shareholder                                           
Contribute Rent                          900              900  
 
Shareholder Pay                                           
Interest                          10              10  
 
Net (Loss) for the year                                           
Ended December 31,                                (15,447 )      (15,447 ) 
2007                                           
 
Balance at                                           
December 31, 2007    7,278,000      7,278    100,000      100      13,386      (97,953 )      (77,189 ) 
 
Shareholder                                           
Contribute Rent                          900              900  
 
Shareholder Pay                                           
Interest                          10              10  
 
Net (Loss) for the year                                (19,674 )      (19,674 ) 
Ended December 31,                                           
2008                                           
 
Balance at                                           
December 31, 2008    7,278,000    $ 7,278    100,000    $ 100    $ 13,386    $ (117,627 )    $ (95,963 ) 
 
 
The accompanying notes are an integral part of the consolidated financial statements.

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SIN HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
        For the
    year ended
    December
    31
    2008
      For the
year ended
December
31
2007
 
           
           
           
           
CASH FLOWS FROM OPERATING ACTIVITIES                 
     Net Loss    $ (19,674 )    $ (15,447 ) 
     Adjustments to reconcile net loss to net cash                 
             Rent      900       900  
             Interest Payment      0       10  
             Licenses and Permits      -       -  
             (Increase) Decrease in Accounts Receivable      -       285  
             Increase (Decrease) in Accounts Payable      (586 )      (2,474  
             Decrease in Unearned Revenue      -       (190  ) 
 
     Net Cash Flows from Operating Activities      (19,360 )      (16,916 ) 
 
CASH FLOWS FROM FINANCING ACTIVITIES                 
     Accrued Interest on Notes Payable      2,668       2,075  
     Repayment of Notes Payable      -       (658  ) 
     Loan from Shareholders      16,000       11,000  
 
     Net Cash Flows from Financing Activities      18,668       12,417  
 
CASH FLOWS FROM INVESTING ACTIVITIES      -       -  
 
     Net Cash Flows from Investing Activities      -       -  
 
 
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS      (692 )      (4,499 ) 
             BEGINNING OF PERIOD      1,551       6,050  
 
             END OF PERIOD    $ 859     $ 1,551  
 
     SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:             
             Cash paid during the year for:                 
             Interest    $ 2,046     $ 2,110  
             Income Taxes    $ -     $ -  
 
     SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:             
             Stock Issued    $ -     $  -  

The accompanying notes are an integral part of the consolidated financial statements.

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SIN HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2008

NOTE A -SUMMARY OF ACCOUNTING POLICIES

Description of Business

SIN Holdings, Inc. (the "Company") was incorporated under the laws of the State of Colorado on November 27, 2000. SIN Holdings, Inc. is 82.44% owned subsidiary of Desert Bloom Investments, Inc. Desert Bloom Investments, Inc.’s sole shareholder and director is also the sole director of SIN Holdings, Inc. (See Footnote C).

The Company was founded for the purpose of developing a web portal listing the providers of senior resources across the United States by the community in which those services are provided, thus enabling the seeker of these resources to be able to access this information in an easy manner without becoming sidetracked into non-relevant avenues on the World Wide Web.

Accounting Method

The Company records income and expense on the accrual method.

Revenue Recognition

TheCompany sells web sites and advertising to providers of senior resources. Revenue is recognized when earned. In cases where customers prepay an entire year, revenue is recognized in equal monthly installments.

Fiscal Year

The Company has selected December 31 fiscal year end.

Organization Costs

Organization costs have been charged to operations in the period incurred.

Impairment or Disposal of Long-Lived Assets

The Company has implemented the Financial Accounting Standards Board (“FASB”) Statement No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS 144”). SFAS 144 clarified the accounting for the impairment of long-lived assets and for long-lived assets to be disposed of, including the disposal of business segments and major lines of business. Long-lived assets are reviewed when facts and circumstances indicate that the carrying value of the asset may not be recoverable. When necessary, impaired assets are written down to estimated fair value based on the best information available. Estimated fair value is generally based on either appraised value or measured by discounting estimated future cash flows. Considerable management judgment is necessary to estimate discounted future cash flows. Accordingly, actual results could vary significantly from such estimates.

No impairment was recorded in the fiscal year ending December 31, 2008.

Depreciation and Amortization

Depreciation on assets is recorded using the straight-line method over the estimated life of the asset, which is three years. The FASB issued Statement No. 142, “Goodwill and Other Intangible Assets,” (“SFAS 142”) which provides, among other things, for the nonamortization of goodwill and intangible assets with indefinite useful lives. The Company adopted SFAS 142 effective January 1, 2002. Goodwill and intangible assets deemed to have an indefinite useful life will be subject to an annual review for impairment using fair value measurement techniques upon adoption (January 1, 2002) and annually thereafter. The Company will perform its annual impairment review during the fourth quarter each year. During the fourth quarter of 2008, the Company completed its impairment review and determined that goodwill was not impaired.

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NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

Accounting for Certain Hybrid Financial Instruments

In February 2006, The FASB issued SFAS No. 155 "Accounting for Certain Hybrid Financial Instruments - an amendment of FASB Statements No. 133 and 140." This statement amends FASB 133, Accounting for Derivative Instruments and Hedging Activities and Statement and No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. The statement permits fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that would otherwise require bifurcation, clarifies which interest only strips and principal are not subject to the requirements of Statement 133, establishes a requirement to evaluate interest in securitized financial assets, clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives and amends statement 140 to eliminate the prohibition on a qualifying special-purpose entity from holding a derivative financi al instrument to a beneficial interest other than another derivative financial instrument. The statement is effective for fiscal years beginning after September 15, 2006. Management does not expect this statement to have any material effect on its financial statements.

Accounting for Services of Financial Instruments

In March 2006 the FASB issued SFAS No. 156 " Accounting for Servicing of Financial Instruments - an amendment of FASB No. 140, Accounting for Transfers and Servicing of Financial Instruments and Extinguishments of Liabilities. The statement requires an entity to recognize a servicing asset or servicing liability each time it undertakes an obligation to service an asset by entering into a servicing contract, requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair market value, permits an entity to choose either the amortization method or fair market value measurement method for subsequent measurement periods for each class of separately recognized servicing assets and servicing liabilities, permits a one-time reclassification of available-for-sale securities to trading securities by entities with recognized servicing rights at its initial adoption, and requires separate presen tation of servicing assets and servicing liabilities subsequently measured at fair value. The statement is effective for fiscal years beginning after September 15, 2006. Management does not expect this statement to have any material effect on its financial statements.

Accounting for Uncertainty in Income Taxes

In June, 2006 the FASB issued FIN 48, “Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109”. This Interpretation clarifies, among other things, the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. This Interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This Interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition is effective for fiscal years beginning after December 15, 2006. Earlier application is encouraged if the enterprise has not yet issued financial statements, including interim financial statements, in the period t he Interpretation is adopted. FIN 48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109, is effective for fiscal years beginning after December 15, 2006. Earlier application is encouraged if the enterprise has not yet issued financial statements, including interim financial statements, in the period the Interpretation is adopted. Management is evaluating the financial impact of this pronouncement.

Accounting for Fair Value Measurements

In September 2006, the FASB issued SFAS No. 157, "Accounting for Fair Value Measurements." SFAS No. 157 defines fair value, and establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosure about fair value measurements. SFAS No. 157 is effective for the Company for financial statements issued subsequent to November 15, 2007. The Company does not expect the new standard to have any material impact on the financial position and results of operations.

Accounting for Prior Year Misstatements

In September 2006, the staff of the Securities and Exchange Commission issued Staff Accounting Bulletin No. 108 (“SAB 108”) which provides interpretive guidance on how the effects of the carryover or reversal of prior year misstatements should be considered in quantifying a current year misstatement. SAB 108 becomes effective in fiscal 2007. Management is evaluating the financial impact of this pronouncement.

Inventory Costs

In November 2004, the FASB issued SFAS No. 151, “Inventory Costs – an amendment of ARB No. 43, Chapter 4.” This Statement clarifies the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted materials. This Statement is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. The initial application of SFAS No. 151 will have no impact on the Company’s financial statements.

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NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

Real Estate Time-Sharing Transactions

In December 2004, the FASB issued SFAS No. 152, “Accounting for Real Estate Time-Sharing Transactions – an amendment of FASB Statements No. 66 and 67.” This Statement references the financial accounting and reporting guidance for real estate timesharing transactions that is provided in AICPA Statement of Position 04-2, “Accounting for Real Estate Time-Sharing Transactions.” This Statement also states that the guidance for incidental operations and costs incurred to sell real estate projects does not apply to real estate time-sharing transactions. This Statement is effective for financial statements for fiscal years beginning after June 15, 2005. The initial application of SFAS No. 152 will have no impact on the Company’s financial statements.

Exchanges of Nonmonetary Assets

In December 2004, the FASB issued SFAS No. 153, “Exchanges of Nonmonetary Assets – an amendment of APB Opinion No. 29.” This Statement eliminates the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. This Statement is effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. The Company does not expect application of SFAS No. 153 to have a material affect on its financial statements.

Stock Issued to Employees

In December 2004, the FASB issued a revision to SFAS No. 123, “Share-Based Payment.” This Statement supercedes APB Opinion No. 25, “Accounting for Stock Issued to Employees” and its related implementation guidance. It establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. This Statement does not change the accounting guidance for share-based payment transactions with parties other than employees provided in Statement No. 123 as originally issued and EITF Issue No. 96-18. This Statement is effective for public entities that file as small business issuers as of the beginning of the first fiscal p eriod that begins after December 15, 2005. The Company has not yet determined the impact of SFAS No. 123 (revised) on its financial statements.

Recent Accounting Standards

In February 2007, the FASB issued SFAS no, 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”). SFAS 159 provides companies with an option to report selected financials assets and liabilities at fair value. The objective of SFAS 159 is to reduce both complexity in accounting for financial instruments and the volatility in earnings caused by measuring related assets and liabilities differently.

Generally accepted accounting principles have required different measurement attributes for different assets and liabilities that can create artificial volatility in earnings. The FASB has indicated it believes that SFAS 159 helps to mitigate this type of accounting-induced volatility by enabling companies to report related assets and liabilities at fair value, which would likely reduce the need for companies to comply with detailed rules for hedge accounting. SFAS 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. SFAS 159 does not eliminate disclosure requirements included in other accounting standards, including requirements for disclosures about fair value measurements included in SFAS 157 and SFA No. 107, “Disclosures about Fair Value of Financial Instruments.” SF AS 159 is effective for the Company as of the beginning of fiscal year 2008. The adoption of this pronouncement is not expected to have an impact on the Company’s financial position, results of operations or cash flows.

In December 2007, the Financial Accounting Standards Board (“FASB”) issued Statement of Financials Accounting Standards (“SFAS”) No. 141R, “Business Combinations” (“SFAS 141R”), which replaces SFAS No. 141 “Business Combinations”. SFAS 141R establishes principles and requirements for determining how an enterprise recognizes and measures the fair value of certain assets and liabilities acquired in a business combination, including noncontrolling interest, contingent consideration, and certain acquired contingencies. SFAS 141R also requires acquisition-related transaction expenses and restructuring cost be expensed as incurred rather than capitalized a component of the business combination.

SFAS 141R will be applicable prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. SFAS 141R would have an impact on accounting for any business acquired after the effective date of this pronouncement.

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NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

Recent Accounting Standards (Continued)

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements - An Amendment of ARB No. 51” (“SFAS 160”). SFAS 160 establishes accounting and reporting standards for the noncontrolling interest in a subsidiary (previously referred to as minority interests). SFAS 160 also requires that a retained noncontrolling interest upon the deconsolidation of a subsidiary be initially measured at its fair value. Upon adoption of SFAS 160, the Company would be required to report any noncontrolling interests as a separate component of stockholders’ deficit. The Company would also be required to present any net income attributable to the stockholders of the Company separately in its condensed consolidated statement of operations. SFAS 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. SFAS 160 requires retroactive adoption of the presentation and disclosure requirements for existing minority interests. All other requirements of SFAS 160 shall be applied prospectively. SFAS 160 would have an impact on the presentation and disclosure of the noncontrolling interests of any non-wholly owned business acquired in the future.

In March 2008, the FASB issued No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133. (“SFAS 161"). SFAS 161 requires enhanced disclosures about an entity's derivative and hedging activities and thereby improves the transparency of financial reporting. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. This Statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption. Management is currently evaluating the effects of this statement, but it is not expected to have any impact on the Company’s financial statements.

Financial Instruments

Unless otherwise indicated, the fair value of all reported assets and liabilities that represent financial instruments (none of which are held for trading purposes) approximate the carrying values of such amount.

Accounting Changes and Error Corrections

In August 2005, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standard ("SFAS") No. 154, "Accounting Changes and Error Corrections." SFAS 154 changes the requirements for the accounting for and reporting of a change in accounting principle, requiring, in general, retrospective application to prior periods' financial statements of changes in accounting principle. The Company has adopted the provisions of SFAS No. 154 which are effective for accounting changes and corrections of errors beginning after December 31, 2005. The adoption did not have a material effect on the results of operations of the Company.

Income Per Share

Income per share was computed using the weighted average number of shares outstanding during the period.

Statements of Cash Flows

For purposes of the consolidated statements of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity date of three months or less to be cash equivalents.

Use of Estimates

The preparation of the Company’s consolidated financial statements in conformity with generally accepted accounting principles requires the Company’s management to make estimates and assumptions that affect the amounts reported in these consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Consideration of Other Comprehensive Income Items

SFAS 130 — Reporting Comprehensive Income, requires companies to present comprehensive income (consisting primarily of net income plus other direct equity changes and credits) and its components as part of the basic consolidated financial statements. For the year ended December 31, 2008, the Company’s consolidated financial statements do not contain any changes in equity that are required to be reported separately in comprehensive income.

Stock Basis

Shares of both common and preferred stock issued for other than cash have been assigned amounts equivalent to the fair value of the service or assets received in exchange.

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Mitigation of Going Concern Uncertainty

The Company has experienced recurring losses resulting primarily from the costs of periodic reporting with the Securities and Exchange Commission and related administrative expenses. These negative operating cash flows were funded with loans from the Company's majority shareholder. As discussed in note C, the Company owes a total of $72,000 to its majority shareholder, which matures in 2010. Furthermore, the Company has outstanding notes and accrued interest totaling $19,176 to unrelated parties. Of the total amount of $19,176, $18,800 will mature February 19, 2011and $376 matures on February 19, 2009. Subsequent to year end, the Company's majority shareholder agreed to provide funding for the operational expenses for the 2008 fiscal year.

NOTE B – STOCKHOLDERS’ EQUITY

Preferred Stock

The Company is authorized to issue up to 10,000,000 shares of preferred stock. The preferred stock is non-voting, and has priority in liquidation over outstanding common shares. During the period ended December 31, 2000, the Company issued 100,000 shares of its preferred stock for $9,000 cash to Desert Bloom Investments, Inc., which is owned by the Company’s President, Steve Sinohui. As of December 31, 2008, 100,000 shares of the Company’s preferred stock were issued and outstanding.

Common Stock

During the period ended December 31, 2000, the Company issued 6,000,000 shares of its common stock for $6,000 cash to Desert Bloom Investments, Inc., which is owned by the Company’s President. On February 19, 2002, the Company completed an offering and issued 1,278,000 shares of common stock to 17 persons for $1,278 in cash. As of December 31, 2008, 7,278,000 shares of the Company’s $0.001 par value common stock were issued and outstanding.

NOTE C – RELATED PARTY TRANSACTIONS

When the Company purchased the sole proprietorship on December 1, 2000, it entered into a Profit Participation Agreement with Stan Mingus, the seller. The Profit Participation Agreement provided for Senior-Inet to pay Mr. Mingus the sum of $32,000 in cash upon our realization of gross revenues of at least $400,000 during any consecutive 12-month period during the three-year term of the agreement through November 30, 2003. The Company did not reach its benchmark of $400,000 in a consecutive 12-month period prior to the termination date of the Profit Participation Agreement. As of December 31, 2004, the terms of the Profit Participation Agreement have expired. The Company has no continuing obligation to Mr. Mingus.

The Company’s sole executive officer, director and shareholder is providing office space at no charge to the Company. For purposes of the financial statements, the Company is accruing $75 per month as additional paid-in capital for this use.

During the period ended December 31, 2000, the Company issued 100,000 shares of its preferred stock for $9,000 cash to Desert Bloom Investments, Inc.

During the period ended December 31, 2000, the Company issued 6,000,000 shares of its common stock for $6,000 cash to Desert Bloom Investments, Inc.

As of December 31, 2008, the Company has received a total of 21 loans from the controlling shareholder of the Company, Desert Bloom Investments. The aggregate amount of the notes total $72,000. The notes bear interest at the rate of 4% annually. The notes mature on December 31, 2010. The table below reflects the issue date of the notes, the principal amount and the current maturity date:

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    ISSUED DATE      PRINCIPAL AMOUNT    MATURITY DATE 
November 30, 2001        $ 1,500    December 31, 2010 
March 28, 2003        $ 5,000    December 31, 2010 
June 25, 2003        $ 3,000    December 31, 2010 
December 31, 2003        $ 2,500    December 31, 2010 
July 9, 2004        $ 3,000    December 31, 2010 
November 15, 2004        $ 2,500    December 31, 2010 
January 25, 2005        $ 5,000    December 31, 2010 
August 4, 2005        $ 1,000    December 31, 2010 
December 15, 2005        $ 1,500    December 31, 2010 
January 9, 2006        $ 5,000    December 31, 2010 
March 13, 2006        $ 2,000    December 31, 2010 
May 1, 2006        $ 1,000    December 31, 2010 
June 15, 2006        $ 5,000    December 31, 2010 
November 15, 2006        $ 2,000    December 31, 2008 
December 29, 2006        $ 5,000    December 31, 2010 
February 9, 2007        $ 2,000    December 31, 2010 
April 30, 2007        $ 3,000    December 31, 2010 
November 13, 2007        $ 6,000    December 31, 2010 
January 8, 2008        $ 5,000    December 31, 2010 
June 17, 2008        $ 6,000    December 31, 2010 
September 11, 2008        $ 5,000    December 31, 2010 

NOTE C - RELATED PARTY TRANSACTIONS (CONTINUED)

Although Mr. Sinohui has agreed to donate his services to the Company, we intend to compensate Mr. Sinohui with sales commissions on each subscriber he enrolls. The Company plans to pay Mr. Sinohui a commission equal to 20% of the gross annualized contract value from each new subscriber, payable monthly over the term of the subscriber’s agreement with the Company. To date, the Company has not paid any commissions to Mr. Sinohui.

NOTE D – UNCERTAIN TAX POSITIONS

Effective January 1, 2007, the Company adopted the provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes –an interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The adoption of the provisions of FIN 48 did not have a material impact on the company’s condensed consolidated financial position and results of operations. At January 1, 2007, the company had no liability for unrecognized tax benefits and no accrual for the payment of related interest.

Interest costs related to unrecognized tax benefits are classified as “Interest expense, net” in the accompanying consolidated statements of operations. Penalties, if any, would be recognized as a component of “Selling, general and administrative expenses”. The Company recognized $0 of interest expense related to unrecognized tax benefits for the year ended December 31, 2008. In many cases the company’s uncertain tax positions are related to tax years that remain subject to examination by relevant tax authorities. With few exceptions, the company is generally no longer subject to U.S. federal, state, local or non-U.S. income tax examinations by tax authorities for years before 2003. The following describes the open tax years, by major tax jurisdiction, as of January 1, 2008.

        United States (a)                                  2004– Present

(a) Includes federal as well as state or similar local jurisdictions, as applicable

NOTE E – INCOME TAXES

The Company has net operating loss carryforwards of approximately $117,229 that may be offset against future table income through 2028. Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited.

              2008     2007  
Net Operating Losses            $ (39,858 )    $ 33,169  
Valuation Allowance            $ (39,858 )    $ (33,169 ) 
Total            $ -     $ -  

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The provision for income taxes differ from the amount computed using the Federal US statutory income tax rate as follows:

      2008       2007  
Provisions (Benefit) at US Statutory Rate    $ 6,689     $ 5,252  
Increase (Decrease) in Valuation Allowance    $ (6,689 )    $ (6,151 ) 
Other Differences    $     $ 899  
Total       -        -  

The Company evaluates its valuation allowance requirements based on projected future operations. When circumstances change and causes a change in management's judgment about the recoverability of deferred tax assets, the impact of the change on the valuation is reflected in current income.

NOTE F - CASH PAID FOR INTEREST AND INCOME TAXES

Cash paid for interest and income taxes is as follows:

      2008       2007  
Interest payments    $  2,046     $ 2,040  
Income taxes    $  (0 )    $ (0 ) 
Total    $  2,046     $  2,040  

NOTE G - OFFERING OF DEBT AND EQUITY SECURITIES

On December 14, 2001, SIN Holdings, Inc. commenced an offering of Units pursuant to the Securities Act of 1933 and Regulation A promulgated thereunder. Each Unit had an offering price of $100 and consisted of one three-year promissory note in the principal amount of $94 with simple interest at 10.64% per annum, plus 6,000 shares of common stock offered at $0.001 per share (an aggregate price of $6.00 for the 6,000 shares). Price per share for the common stock was determined in reference to the previous sale of common stock for cash.

The Company closed its offering February 19, 2002 after receiving subscriptions for 213 Units, or an aggregate of $20,022 in Promissory Notes. The maturity date of the promissory notes is three years from the date of the closing of the offering for the sale of the minimum units offered (200 units), or February 19, 2005. The notes become due on February 19, 2005. The Company entered into extension agreements with all but two of the Note Holders. The Note Holders agreed to extend the notes until February 19, 2007. The Company repaid the two Note Holders that did not return their extension agreements. On January 30, 2007, the Company again requested the Note Holders to extend their promissory notes for another two years. Of the 15 Note Holders, eight chose to extend their notes. The principal amount of the notes that were extended until February 19, 2009 aggregated $19,176. The Company repaid the seven Note Holders that elected not to extend their notes. On December 15, 2008, the company entered into extension agreements with four of the eight remaining Note Holders. The Note Holders agreed to extend the notes until February 19, 2011. The four Note Holders that did not return the extension agreements will be paid accrued interest from January 1, 2009 through February 19, 2009, plus principal. These principal payments aggregate $376 and accrued interest on this amount through February 19, 2009 will be $5.48. As of December 31, 2008, the Company owed $2,046 in interest on the notes. The interest due to the Note Holders was paid on January 7, 2009.

The Company incurred a total of $12,939 in professional fees directly related to the offering, which were offset against additional paid in capital.

In January of 2001, the Company retained an attorney to begin work on the preparation of a registration statement. The work done by this attorney went uncompleted and the Company discontinued its relationship with the attorney. The fees paid to this attorney had been booked as deferred offering expenses. In July of 2001, the Company retained a new attorney to prepare its registration statement, which the Company subsequently filed with the Securities and Exchange Commission. All expenses associated with the new attorney were charged to deferred offering costs. The deferred offering costs of $17,531, presented on the December 31, 2001 balance sheet consisted of the legal fees associated with the work of the Company’s first attorney and of the legal and accounting costs associated with the Form 1-A Registration Statement.

When the Company closed its Registration A offering on February 19, 2002, the expenses that were associated with the first attorney were deemed not part of the costs directly associated with the proceeds of the offering and were expensed in the first quarter (rather than written against paid in capital). The costs directly related to the proceeds received from the Registration A offering were $12,939 and were charged against additional paid in capital when the offering closed.

F-12


Table of Contents

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

   /s/ Steve S. Sinohui 
    Steve S. Sinohui, President

Date: March 27, 2009

 

 

15


EX-31 2 sin10kex311.htm EXHIBIT 31--CERTIFICATION sin10kex311.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

EXHIBIT 31

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
BY PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER
REGARDING FACTS AND CIRCUMSTANCES RELATING TO
EXCHANGE ACT FILINGS

I, Steve S. Sinohui, Chief Executive Officer and Chief Financial Officer of the Company, pursuant to Secton 302 of the Sarbanes-Oxley Act of 2002, certify that:

1.        I have reviewed this annual report on Form 10-K of SIN Holdings, Inc.;

2.        Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.        Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.        I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:

       a)   designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

       b)   designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

       c)   evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

       d)   disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over the financial report; and

5.        I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

       a)   all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

       b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

/s/ Steve S. Sinohui                                     
Steve S. Sinohui, Chief Executive Officer
and Chief Financial Officer

Date:  March 27, 2009


EX-32 3 sin10kex321.htm EXHIBIT 32--CERTIFICATION sin10kex321.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

EXHIBIT 32

 

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned President and Sole Executive Officer of the Company, certifies, that to his knowledge:

1)     SIN Holding, Inc.'s Form 10-KSB/A for the annual period ended December 31, 2008 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2)     the information contained in SIN Holdings, Inc.’s Form 10-K for the annual period ended December 31, 2008 fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  March 27, 2009

/s/ Steve S. Sinohui                                     
Steve S. Sinohui, Chief Executive Officer
and Chief Financial Officer

 

 

 

 

 

 

 

 

 


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