10-K 1 form10k123109.htm form10k123109.htm


 


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, 2009
 
¨ 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.)  
 


2789 S. Lamar Street, Denver, CO  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-K 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 [X]

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 December 31, 2009 is $128,000. 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 December 31, 2009.

As of December 31, 2009, 7,278,000 shares of the Company’s $.001 par value common stock were outstanding.

 
1

 

 
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  
 
7
   
Item 3.  
Legal Proceedings  
 
7
   
Item 4.  
Submission of Matters to a Vote of Security Holders  
 
7
PART II.  
         
   
Item 5.  
Market for Common Equity, Related Stockholder Matters and  
 
7
     
Issuer Purchases of Equity Securities  
   
   
Item 6.
Selected Financial Data
 
8
   
Item 7.  
Management’s Discussion and Analysis of Financial  
 
8
     
Condition and Results of Operations  
   
   
Item 7A.
Quantitative and Qualitative Disclosures about Market Risk
 
9
   
Item 8.  
Financial Statements and Supplementary Data 
 
9
   
Item 9.  
Changes in and Disagreements with Accountants on  
 
9
     
Accounting and Financial Disclosures  
   
   
Item 9A(T).  
Controls and Procedures  
 
9
   
Item 9B.
Other Information
 
10
PART III.  
         
   
Item 10.  
Directors, Executive Officers, Promoters and Control  
 
10
     
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 Independence
 
13
   
Item 14.  
Principal Accountant Fees and Services  
 
14
PART IV.
         
   
Item 15.
Exhibits, Financial Statement Schedules
 
14
 
 Financial Statements
 
F-1 to F-13
     
 Signatures
 
16
     
 Certifications
 
 


















 
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PART 1.
 
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 Analysis 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 S. 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. We designed our portal so that users could gather information from a variety of companies offering the same service. We plan to develop a 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
 
To enter a geographic area, we will develop a list of senior resources in that area and then ascertain whether or not those providers already have an Internet presence.  If they do, we will 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 can offer to create a web page on our portal for them. By developing an Internet presence for the provider, we can potentially 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 will 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.
 
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 has been considering reshaping the business model.  If the president decides to pursue a different business model, 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.
 


 
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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.
 
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 adding subscribers as well as adding geographic locations on our portal. We had planned to do that solely through the efforts of our President, Steve S. Sinohui. However, over the last several years, 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 develop a 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 generate revenues, we must add subscribers to our site as well as to increase the number of cities for which we provide listings.  Since inception, we have focused our marketing efforts in 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 into 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 add 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 has been 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 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.
 
Marketing Strategy
 
Our primary method of marketing our site and driving traffic has been 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.
 
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.


 
4

 

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. 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, 2009, 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 No Revenues for the Last Two Fiscal Years and No 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 years ended December 31, 2009 and December 31, 2008. We had a net loss of $17,860 for the year ended December 31, 2009 and a net loss of $19,674 for the year ended December 31, 2008. 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 Will Not Be Able to Continue in Operation without the Infusion of Additional Capital. As of December 31, 2009, we had total assets of $5,560, including $489 in cash and cash equivalents and $5,071 of intangible assets net of accumulated amortization. Our total shareholders’ deficit was ($135,487) as of December 31, 2009. 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 2010. We have realized no revenue from operations for 2008 and 2009 and have incurred losses during 2008 and 2009. Without 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 2010, and possibly longer, and that our losses may grow unless we increase our revenue from levels we have experienced in 2009.
 
Because We 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. The Company requires additional capital to continue operating. If we are unable to generate revenues, 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 build 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 Generate 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 generate a customer base in the cities in which we currently list. We also plan to expand our listings to include additional cities throughout Colorado. We do not expect to generate revenues or earnings significantly until we add subscribers.
 


 
5

 

 
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 our 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 benefit 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 has been 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.
 
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 effect 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.
 

 

 


 
6

 

 
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.
 
Item 1B.                      Unresolved Staff Comments.
 
As of December 31, 2009, the Company had no unresolved Staff Comments.
 
Item 2.                      Properties
 
Neither SIN Holdings nor Senior-Inet presently owns any real property.  SIN Holdings, Inc. maintains its offices at the residence of Steve S. Sinohui, the sole executive officer, director and controlling shareholder, located at 2789 S. Lamar Street, Denver, 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. For purposes of the financial statements, the Company is accruing $75 per month as additional paid-in capital for this use.
 
The space that SIN Holdings and Senior-Inet currently occupies is expected to be adequate to meet our foreseeable future needs.
 
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 2009.
 
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 April 9, 2010, our stock was bid $0.10 and no offer.
 
      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.

2009
 
LOW
   
HIGH
 
Fourth Quarter  
  $ 0.10       N/A  
Third Quarter  
  $ 0.10       N/A  
Second Quarter  
  $ 0.10       N/A  
First Quarter  
  $ 0.10       N/A  
                 
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  
 
    
 

 


 
7

 

 
  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 affiliate 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.
 
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, 2009 and has not operated profitably during any period since inception.
 
Fiscal 2009 Compared with fiscal 2008
 
The Company had no revenues for the years ended December 31, 2009 and December 31, 2008.
 
General and administrative expenses for the year ended December 31, 2009 were $12,625 compared to $14,944 for 2008. 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 attorneys’ expenses.
 
Because of the foregoing factors, the Company realized a net loss of $17,860 for the year ended December 31, 2009 as compared to net loss of $19,674 for 2008.
 
Liquidity and Capital Resources
 
At December 31, 2009 the Company had current assets consisting of $489 cash on hand compared to cash on hand of $859 at December 31, 2008. Current liabilities on December 31, 2009 consisted of accounts payable of $1,625 and accrued interest payable of $2,000 for total current liabilities of $3,625.  Current liabilities on December 31, 2008 consisted of accounts payable of $825 and accrued interest payable of $2,422  for total current liabilities of $3,247
 
During the last nine fiscal years, the Company has received loans totaling $85,000 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 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.
 

 


 
8

 

 
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. The Company entered into extension agreements with all but two of the Note Holders 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 again requested the Note Holders extend their notes.  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.  Under the terms of the extension, the Company continues to pay interest at 10.64% per year.   The four Note Holders that did not return the extension agreements were paid accrued interest from January 1, 2009 through June 30, 2009 of $19.84, plus principal payments aggregating $376.
 
Over the next 12 months, we plan to sell listings in Colorado. Additionally, our President has been 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 condition and could severely threaten our ability as a going concern.
 
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, 2009 and 2008 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, 2009, 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.
 

 

 


 
9

 

 
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 and 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, 2009. 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, 2009, the Company's procedures of internal control over financial reporting were effective.
 
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, 2009 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  
 
61  
 
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.
 


 
10

 

 
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. Mr. Sinohui served as a broker for Urban Companies, a Lakewood, Colorado corporation from 1994 to 2005, where he was 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 S. 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.
 
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 similar 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 of a criminal proceeding or being subject to a pending criminal proceeding (including 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 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  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 10% 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 10% 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.


 
11

 

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.
 
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 S. Sinohui  
 
6,000,000
(1)  
 
82.44
%  
 
   
Preferred  
 
Steve S. 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 S. 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.
 


 
12

 

 
Item 13.                                Certain Relationships, Related Party Transactions and Director Independence
 
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 Holders agreed to extend the notes until February 19, 2007. Under the terms of the extension, the Company continued to pay interest at 10.64% per year. 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 were paid accrued interest from January 1, 2009 through June 30, 2009 of $19.84, plus principal payments aggregating $376.
 
No underwriter was involved in the offer or sale of the securities in the offering.
 
As of December 31, 2009, the Company has received a total of 25 loans from the controlling shareholder of the Company, Desert Bloom Investments. The aggregate amount of the notes total $85,000. 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
January 7, 2009
 
$3,000
 
December 31, 2010
April 3, 2009
 
$1,000
 
December 31, 2010
May 7, 2009
 
$7,000
 
December 31, 2010
December 11, 2009
 
$2,000
 
December 31, 2010
         









 
13

 

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
March 31, 2009
 
2008 Audit and 10-K Review
 
$
 
5,500.00
December 31, 2009
 
Review of Forms 10Q for the periods ending March 31, 2009, June 30, 2009 and September 30, 2009
 
$
 
2,700.00
 
      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.  
d.     Other Fees.   None
 
The services described above were approved by our Board of Directors.
 
  
 
Item 15,                      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. 
 

 

 

 

 

 

 


 
14

 

 


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-11






 
15

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

 SIN Holdings, Inc.
 
We have audited the accompanying consolidated balance sheet of SIN Holdings, Inc. as of December 31, 2009 and December 31, 2008, and the related consolidated statements of income, stockholders’ equity and cash flows for each of the years in the two-year period ended December 31, 2009. SIN Holdings, Inc.’s management is responsible for these financial statements.  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 estimates 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of SIN Holdings, Inc. as of December 31, 2009 and 2008, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2009 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 no 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
 
 

    /s/ Robison Hill & Company
      Certified Public Accountants
 
 
Salt Lake City, Utah
April 9, 2010
 

 



 
F - 1

 

SIN HOLDINGS, INC. AND SUBSIDIARY
 
CONSOLIDATED BALANCE SHEETS
 
   
   
December
   
December
 
      31, 2009       31, 2008  
ASSETS
               
Current Assets
               
              Cash and Cash Equivalents
  $ 489     $ 859  
Total Current Assets
    489       859  
                 
Other Assets
               
              Goodwill (Net of accumulated amortization of $616)
    5,071       5,071  
Total Other Assets
    5,071       5,071  
                 
TOTAL ASSETS
  $ 5,560     $ 5,930  
                 
LIABILITIES
               
Current Liabilities
               
              Accounts Payable
  $ 1,625     $ 825  
              Notes Payable - Offering
    -       376  
              Accrued Interest - Offering Notes
    2,000       2,046  
Total Current Liabilities
    3,625       3,247  
                 
Long Term Liabilities
               
              Loan from Shareholder
    85,000       72,000  
              Interest Payable - Shareholder Loan
    11,058       7,846  
              Notes Payable - Offering
    18,800       18,800  
Total Long Term Liabilities
    114,858       98,646  
                 
Total Long Liabilities
    118,483       101,893  
                 
Stockholders' Equity (Deficit)
               
              Preferred Stock, $0.001 par value, 100,000,000 shares
               
                authorized; 100,000 shares issued and outstanding
               
                at December 31, 2009 and 2008
    100       100  
              Common Stock, $0.001 par value, 400,000,000 shares
               
                authorized; 7,278,000 shares issued and outstanding
               
                at December 31, 2009 and 2008
    7,278       7,278  
              Additional Paid In Capital
    15,186       14,286  
              Accumulated Deficit
    (135,487 )       (117,627 )  
Total Equity (Deficit)
    (112,923 )       (95,963 )  
                 
Total Liabilities
  $ 5,560     $ 5,930  

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

 
F - 2

 

SIN HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED INCOME STATEMENTS
 
   
December
   
December
 
   
31, 2009
   
31, 2008
 
REVENUES
               
        Net Subscriptions  
 
$
-
   
$
-
 
EXPENSES
               
        Bank Service Charges  
   
12
     
12
 
        ISP  
   
1,200
     
1,200
 
        Miscellaneous 
   
413
     
1,380
 
        Postage and Delivery  
   
13
     
-
 
        Professional Fees  
   
8,762
     
10,202
 
        Rent  
   
900
     
900
 
        Transfer Fees  
   
1,325
     
1,250
 
                      Operating Expenses  
   
12,625
     
14,944
 
 
        Loss From Operations  
   
(12,625
)
   
(14,944
)
 
OTHER INCOME (EXPENSE)
               
        Finance Charges  
   
(3
)
   
(23)
 
        Loan Interest  
   
(5,232
)
   
(4,707
)
TOTAL OTHER INCOME (EXPENSE)
   
(5,235
)
   
(4,730
)
 
NET LOSS BEFORE INCOME TAXES
   
(17,860
)
   
(19,674
)
 
INCOME TAX EXPENSE
   
-
     
-
 
 
NET LOSS
 
$
(17,860
)
 
$
(19,674
)
 
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.
 



 
F - 3

 


SIN HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008
 
 
                           
Total
 
   
Common Stock
   
Preferred Stock
   
Additional
         
Stockholders'
 
   
Number of
         
Number of
         
Paid-In
   
Accumulated
   
Equity
 
   
Shares
   
Amount
   
Shares
   
Amount
   
Capital 
   
Deficit
   
(Deficit)
 
 
Balance at  
                                         
December 31, 2007  
    7,278,000     $ 7,278       100,000     $ 100     $ 13,386     $ ( 97,953 )   $ ( 77,189 )
 
Shareholder  
                                                       
Contribute Rent  
                                    900               900  
 
Net (Loss) for the year  
                                                       
Ended December 31,  
                                                       
2008  
                                            (19,674 )     (19,674 )
 
Balance at  
                                                       
December 31, 2008  
    7,278,000       7,278       100,000       100       14,286       (117,627     (95,963 )  
 
Shareholder  
                                                       
Contribute Rent  
                                    900               900  
 
 
Net (Loss) for the year  
                                                       
Ended December 31,  
                                                       
2009  
                                            (17,860 )     (17,860 )
 
Balance at  
                                                       
December 31, 2009 
    7,278,000     $ 7,278       100,000     $ 100     $ 15,186     $ (135,487 )   $ (112,923 )
 

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

 
F - 4

 


SIN HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 
For the 
   
For the 
 
 
year ended
   
year ended
 
 
December
   
December
 
      31       31  
      2009       2008  
CASH FLOWS FROM OPERATING ACTIVITIES  
               
      Net Loss  
  $ (17,860 )   $ (19,674 )
      Adjustments to reconcile net loss to net cash  
               
              Rent  
    900       900  
      Accrued Interest on Notes Payable - Offering     (46 )     6  
      Accrued Interest on Shareholder Loan       3,212       2,662  
              Increase (Decrease) in Accounts Payable  
    800       (586 )
 
      Net Cash Flows from Operating Activities  
    (12,994 )       (16,692 )  
 
CASH FLOWS FROM FINANCING ACTIVITIES  
               
      Repayment of Notes Payable  
    (376 )     -  
      Loan from Shareholders  
    13,000       16,000  
 
      Net Cash Flows from Financing Activities  
    12,624       16,000  
 
CASH FLOWS FROM INVESTING ACTIVITIES  
    -       -  
 
      Net Cash Flows from Investing Activities  
    -       -  
 
 
NET INCREASE (DECREASE) IN CASH ANDCASH QUIVALENTS  
    (370 )       (692 )
              BEGINNING OF PERIOD  
    859       1,551  
 
              END OF PERIOD  
  $ 489     $ 859  
 
    SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
               
              Cash paid during the year for:  
               
              Interest  
  $ 2,066     $ 2,046  
              Income Taxes  
  $ -     $ -  
 
    SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
               
              Stock Issued  
  $ -     $ -  

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

 
F - 5

 

 
SIN HOLDINGS, INC. AND SUBSIDIARY
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
December 31, 2009

 
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
 
The Company 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, 2009.
 
Amortization
 
The FASB issued Statement No. 142, “Goodwill and Other Intangible Assets,” (“SFAS 142”) which provides, among other things, for the non-amortization 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 2009, the Company completed its impairment review and determined that goodwill was not impaired.
 


 
F - 6

 
 
 
NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

Recent Accounting Pronouncements

In October 2009, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2009-13 (ASU 2009-13), which provided an update to ASC 605.  ASU 2009-13 addresses how to separate deliverables and how to measure and allocate arrangement consideration to one or more units of accounting in multiple-deliverable arrangements. The amendments in this update will be effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. The Company is currently evaluating the impact that this update will have on its Financial Statements.

In June 2009, the FASB created the Accounting Standards Codification, which is codified as ASC 105.  ASC 105 establishes the codification as the single official non-governmental source of authoritative accounting principles (other than guidance issued by the SEC) and supersedes and effectively replaces previously issued GAAP hierarchy framework.  All other literature that is not part of the codification will be considered non-authoritative.  The codification is effective for interim and annual periods ending on or after September 15, 2009.  The Company has applied the codification, as required, beginning with the 2009 Form 10-K.  The adoption of the codification did not have a material impact on the Company’s financial position, results of operations or cash flows.
 
 
In June 2009, the FASB updated ASC 855, which established principles and requirements for subsequent events.  This guidance details the period after the balance sheet date which the Company should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which the Company should recognize events or transactions occurring after the balance sheet date in its financial statements and the required disclosures for such events.  ASC 855 is effective for interim and annual periods ending after June 15, 2009.  The implementation of ASC 855 did not have a material effect on the Company’s financial statements.  The Company adopted ASC 855, and has evaluated all subsequent events through April 9, 2010.
 
 
In April 2009, the FASB updated ASC 820 to provide additional guidance for estimating fair value when the volume and level of activity for the asset or liability have decreased significantly.  ASC 820 also provides guidance on identifying circumstances that indicate a transaction is not orderly. The implementation of ASC 820 did not have a material effect on the Company’s financial statements.
 
 
In April 2009, the FASB updated ASC 825 regarding interim disclosures about fair value of financial instruments.  ASC 825 requires disclosures about fair value of financial instruments in interim reporting periods of publicly traded companies that were previously only required to be disclosed in annual financial statements. The implementation of ASC 825 did not have a material effect on the Company’s financial statements.
 
 
In April 2009, the FASB updated ASC 320 for proper recognition and presentation of other-than-temporary impairments.  ASC 320 provides additional guidance designed to create greater clarity and consistency in accounting for and presenting impairment losses on securities.  The implementation of ASC 320 did not have a material effect on the Company’s consolidated 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.
 
Loss Per Share
 
Basic loss per share has been computed by dividing the loss for the period applicable to the common stockholders’ by the weighted average number of common shares outstanding during the period.  There were no common equivalent shares outstanding during the periods ended December 31, 2009
 
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.

 
F - 7

 

 
NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
 
Concentration of Credit Risk
 
The Company has no significant off balance sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements.  The Company had cash and cash equivalents of $489 and $859 as of December 31, 2009 and 2008 all of which was fully covered by federal depository insurance.
 
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, 2009, the Company’s consolidated financial statements do not contain any changes in equity that are required to be reported separately in comprehensive income.

Income Taxes

The Company accounts for income taxes under the provisions of SFAS No. 109, “Accounting for Income taxes.”  SFAS No. 109 requires recognition of deferred income tax assets and liabilities for the expected future income tax consequences, based on enacted tax laws, of temporary differences between the financial reporting and tax bases of assets and liabilities.

Reclassification

Certain reclassifications have been made in the 2008 financial statement to conform to the December 31, 2009 presentation.

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.
 
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 $85,000 to its majority shareholder that matures in 2010. Furthermore, the Company has outstanding notes and accrued interest totaling $18,800 to unrelated parties that mature February 19, 2011.  Subsequent to year end, the Company's majority shareholder agreed to provide funding for the operational expenses for the 2010 fiscal year.
 
NOTE B – STOCKHOLDERS’ EQUITY
 
Preferred Stock
 
The Company is authorized to issue up to 100,000,000 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 S. Sinohui. As of December 31, 2009, 100,000 shares of the Company’s preferred stock were issued and outstanding.
 
Common Stock
 
The Company is authorized to issue up to 400,000,000 shares of 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, 2009, 7,278,000 shares of the Company’s $0.001 par value common stock were issued and outstanding.

 
F - 8

 

 
NOTE C – RELATED PARTY TRANSACTIONS
 
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, 2009, the Company has received a total of 25 loans from the controlling shareholder of the Company, Desert Bloom Investments. The aggregate amount of the notes total $85,000. 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:
 

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
January 7, 2009
 
$  3,000
 
December 31, 2010
April 3, 2009
 
$  1,000
 
December 31, 2010
May 7, 2009
 
$  7,000
 
December 31, 2010
December 11, 2009
 
$  2,000
 
December 31, 2010
         
 
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.

 
F - 9

 

 
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, 2008, 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, 2009. 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, 2009.
 

United States (a)
 
2006– 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 $135,089 that may be offset against future table income through 2029. 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.

     
2009
     
2008
 
Net Operating Losses  
 
$
45,930
   
$
39,858
 
Valuation Allowance  
 
$
(45,930
 
$
(39,858
Total  
 
$
-
   
$
-
 
 
The provision for income taxes differ from the amount computed using the Federal US statutory income tax rate as follows:

     
2009
     
2008
 
Provisions (Benefit) at US Statutory Rate  
 
$
6,072
   
$
6,689
 
Increase (Decrease) in Valuation Allowance  
 
$
(6,072
)
 
$
(6,689
)
Other Differences  
 
$
                          -
  
 
$
-
  
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:

     
2009
     
2008
 
Interest payments  
 
$
2,066
   
$
2,046
 
Income taxes  
 
$
(-
)
 
$
(-
)
Total  
 
$
2,066
   
$
2,046
 
 

 
F - 10

 

 
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 were paid accrued interest from January 1, 2009 through June 30, 2009, plus principal.  These principal payments aggregate $376 and accrued interest on this amount through June 30, 2009 was $19.84.  As of December 31, 2009, the Company owed $2,000 in interest on the notes. The interest due to the Note Holders was paid on January 15, 2010.
 
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.
 
NOTE H – SUBSEQUENT EVENTS

The Company evaluated all events subsequent to December 31, 2009 through April 9, 2010, the financial statement issuance date, and concluded that there are no significant or material transactions to be reported for the period from January 1, 2010 to April 9, 2010.
 

 



 
F - 11

 

 

 
 

SIGNATURES
 

 
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

   
  SIN HOLDINGS, INC.
 
   
  By /s/ Steve S. Sinohui  
   
           Steve S. Sinohui, President  


 

 

Date: April 9, 2010






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