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U.S. Securities and Exchange Commission

Securities Exchange Act of 1934
Rule 12h-3(c)

March 30, 2009

Response of the Office of Chief Counsel
Division of Corporation Finance


Sunshine Financial, Inc.
Sunshine Savings Bank 401(k) Profit Sharing Plan
Incoming letter dated March 27, 2009

Based on the facts presented, it is the Division's view that the effectiveness of Sunshine Financial, Inc.'s and Sunshine Savings Bank 401(k) Profit Sharing Plan's registration statement on Form S-1 during the fiscal year ending December 31, 2008 would not preclude Sunshine Financial, Inc. or Sunshine Savings Bank 401(k) Profit Sharing Plan from utilizing Rule 12h-3 under the Securities Exchange Act of 1934. In reaching this position, we particularly note that no securities were sold pursuant to the registration statement and Sunshine Financial, Inc. has withdrawn the registration statement pursuant to Rule 477 under the Securities Act of 1933.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response expresses the Division's position on enforcement action only and does not express any legal conclusion on the question presented.


William A. Hines
Special Counsel

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 03/30/2009