Legend Oil & Gas, Ltd. - FORM 10-Q

Attached files

file	filename
EX-31.1 - Legend Oil & Gas, Ltd.	form10q033110ex31.htm
EX-32.1 - Legend Oil & Gas, Ltd.	form10q033110ex32.htm

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2010

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to ____________

Commission File Number 000-49752

SIN Holdings, Inc.

(Exact name of small business issuer in its charter)

Colorado		84-15070556
(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)

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $0.001 par value

Securities registered under Section 12(b) of the Exchange Act:

None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 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 [ ]

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 [ ] (Do not check if a smaller reporting company)		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 Company had 7,278,000 shares of its $.001 par value common stock outstanding as of May 17, 2010.

FORM 10-Q

SIN HOLDINGS, INC.

INDEX

PART I.		FINANCIAL INFORMATION	Page

	Item 1.	Financial Statements (unaudited)	3

		Consolidated Balance Sheets, March 31, 2010 (unaudited) and December 31, 2009	4

		Unaudited Consolidated Statements of Operations for the three months ended March 31, 2010 and 2009	5

		Unaudited Consolidated Statements of Cash Flows for the three months ended March 31, 2010 and 2009	6

		Notes to Financial Statements	7

	Item 2.	Management’s Discussion and Analysis of Financial Condition	14

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	17

	Item 4.	Controls and Procedures	17

PART II.		OTHER INFORMATION

	Item 1.	Legal Proceedings	18

	Item 1A.	Risk Factors	18

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18

	Item 3.	Defaults Upon Senior Securities	18

	Item 4.	Submission of Matters to a Vote of Security Holders	18

	Item 5.	Other Information	18

	Item 6.	Exhibits	18

		Signatures	18

ITEM 1. FINANCIAL STATEMENTS.

The financial statements for the quarter ended March 31, 2010 immediately follow.

SIN HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
	March 31,
	2010			December 31,
	(Unaudited)			2009
ASSETS
Current Assets
Cash and Cash Equivalents	$	308		$	489
Total Current Assets		308			489

Other Assets
Goodwill (Net of accumulated amortization of $616)		5,071			5,071
Total Other Assets		5,071			5,071
TOTAL ASSETS	$	5,379		$	5,560

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
Accounts Payable		75			1,625
Loan from Shareholder		89,000			-
Notes Payable - Offering		18,800			-
Accrued Interest - Shareholder Loan		11,925			-
Accrued Interest - Offering Notes		493			2,000
Total Current Liabilities		120,293			3,625

Long Term Liabilities
Loan from Shareholder		-			85,000
Accrued Interest - Shareholder Notes		-			11,058
Notes Payable - Offering		-			18,800
Total Long Term Liabilities		-			114,858

Stockholders' Equity (Deficit)
Preferred Stock, $0.001 par value; 100,000,000 shares
authorized; 100,000 shares issued and outstanding at
March 31, 2010 and December 31, 2009, respectively		100			100
'Common Stock, $0.001 par value; 400,000,000 shares
'authorized; 7,278,000 shares issued and outstanding
at March 31, 2010 and December 31, 2009, respectively		7,278			7,278
'Additional Paid In Capital		15,411			15,186
Accumulated Deficit		(137,703	)		(135,487	)
Total Stockholders' Deficit		(114,914	)		(112,923	)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT )	$	5,379		$	5,560


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

SIN HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED INCOME STATEMENTS
(UNAUDITED)

	March 31,			March 31,
	2010			2009
REVENUES
'Net Subscriptions	$	-		$	-

EXPENSES
Bank Service Charges		3			3
ISP		300			300
Miscellaneous		-			413
Professional Fees		-			6,062
Postage		28			-
Rent		225			225
Transfer Fees		300			250
Operating expenses		856			7,253
LOSS FROM OPERATIONS		(856	)		(7,253	)

OTHER INCOME (EXPENSE)
Finance Charges		-			(2	)
Loan Interest		(1,360	)		(1,232	)
TOTAL OTHER INCOME (EXPENSE)		(1,360	)		(1,234	)

NET LOSS BEFORE TAXES		(2,216	)		(8,487	)

INCOME TAX EXPENSE		-			-

NET LOSS	$	(2,216	)	$	(8,487	)

NET INCOME PER SHARE - BASIC	$	(0.00	)	$	(0.00	)

WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING		7,278,000			7,278,000

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

SIN HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

	For the three months ended
	March 31,			March 31,
	2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES
'Net loss	$	(2,216	)	$	(8,487	)
Adjustments to reconcile net loss to net cash
Rent		225			225
Increase (Decrease) in Accounts Payable		(1,550	)		5,827
Increase (Decrease) in Accrued Interest on Notes Payable - Offering		(1,507	)		(1,543	)
Increase (Decrease) in Accrued Interest - Shareholder Notes		867			729
Net Cash Flows from Operating Activities		(4,181	)		(3,249	)

CASH FLOWS FROM FINANCING ACTIVITIES
Loan from Shareholder		4,000			3,000
'Net Cash Fows from Financing Activities		4,000			3,000

NET INCREASE (DECREASE) IN CASH		(181	)		(249	)
AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD		489			859
END OF PERIOD	$	308		$	610


SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION
Cash paid during the quarter for Interest	$	2,000		$	2,046
Income Taxes	$	-		$	-

SUPPLEMENTAL DISCOUSRE OF NON-CASH INVESTING AND
FINANCING ACTIVITIES : NONE

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

SIN HOLDINGS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2010

NOTE A - SUMMARY OF ACCOUNTING POLICIES

Management’s Representation of Interim Financial Information

SIN Holdings, Inc. has prepared the accompanying financial statements without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These financial statements include all of the adjustments that, in the opinion of management, are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. These financial statements should be read in conjunction with the audited financial statements at December 31, 2009 included in the Annual Report on Form 10-K and associated amendments for the year then ended. The results of operations for the periods presented are not necessarily indicative of the results we expect for the full year.

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 to develop 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 a December 31 fiscal year end.

Organization Costs

The Company has charged organization costs 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, the Company writes down impaired assets to estimated fair value based on the best information available. The Company generally bases estimated fair value 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.

The Company did not record impairment for the three months ending March 31, 2010.

NOTE A - SUMMARY OF ACCOUNTING POLICIES (Continued)

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.

Recent Accounting Standards

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 May 17, 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.

NOTE A - SUMMARY OF ACCOUNTING POLICIES (Continued)

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 period ended March 31, 2010.

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.

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 $308 and $489 as of March 31, 2010 and December 31, 2009 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 three months ended March 31, 2010, 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 2009 financial statements to conform to the March 31, 2010 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.

Principles of Consolidation

The consolidated financials statements for the three months ended March 31, 2010 include the accounts of SIN Holdings, Inc. and its wholly owned subsidiary, Senior-Inet. Intercompany transactions and balances have been eliminated in consolidation and combination.

NOTE A - SUMMARY OF ACCOUNTING POLICIES (Continued)

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 $89,000 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 Sinohui. As of March 31, 2010, 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 March 31, 2010, 7,278,000 shares of the Company’s $0.001 par value common stock were issued and outstanding.

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.

NOTE C - RELATED PARTY TRANSACTIONS (Continued)

As of March 31, 2010, the Company has received 27 loans from the controlling shareholder of the Company, Desert Bloom Investments. The aggregate amount of the notes total $89,000. 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:

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
January 15, 2010	$ 3,500	December 31, 2010
February 16, 2010	$ 500	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.

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 during 2009. In many cases, the company’s uncertain tax positions are related to tax years that remain subject to examination by relevant tax authorities.

NOTE D – UNCERTAIN TAX POSITIONS (Continued)

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 2004. 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 $137,305 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	$	0		$	0
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 - 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 became 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 March 31, 2010, the Company owed $493 in interest on the notes.

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

NOTE F - OFFERING OF DEBT AND EQUITY SECURITIES (Continued)

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 G – SUBSEQUENT EVENTS

The Company evaluated all events subsequent to March 31, 2010 through May 17, 2010, the financial statement issuance date, and concluded that there are no significant or material transactions to be reported for the period from April 1, 2010 to May 17, 2010

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION

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. Further, persons reviewing this report are advised that actual results may differ materially from those included within the forward-looking statements because of various factors such as:

§	the Company’s limited revenues and earnings to date and its possible inability to achieve meaningful revenues or earnings in the near future;

§	the Company has limited assets and working capital and may not be able to continue in operation without the infusion of additional capital;

§	our expectation to incur losses through the first half of 2010;

§	we may need to raise additional funds and these funds may not be available to us when we need them we may need to change our business plan, sell or merger our business or face bankruptcy;

§	we do not expect to increase our revenues and earnings significantly until we increase our customer base;

§	we may enter into a merger or acquisition transaction in which our shareholders incur substantial dilution of their ownership interests;

§	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 site, build our brand and enhance our sales and marketing capabilities;

§	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;

§	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 may be unable to adequately protect or enforce our intellectual property rights, which may have a detrimental effect on our business;

§	we face the risk of systems interruptions and capacity constraints on our web site, possibly resulting in losses of revenue, erosion of customer trust and adverse publicity;

§	our systems and operations, and those of our customers, are vulnerable to natural disasters and other unexpected problems, which could reduce customer satisfaction and traffic to our web site and harm our sales; and,

§	the limited time commitment or the loss of the services of Steve Sinohui, the sole executive officer and director of the Company could have a negative impact on our business.

OUR HISTORY AND BUSINESS

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

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

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

To enter a geographic area, we will develop a list of senior resources in that area and then ascertain whether 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 design and maintain for senior service 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.

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

Based on our existing business model, our growth strategy is simple. To 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 would 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.

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 part time marketing and 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.

RESULTS OF OPERATIONS

The Company was not profitable during the year ended December 31, 2009 and has not been profitable during the first three months of 2010.

Three Month Periods Ended March 31, 2010 and 2009

The Company had no revenues from continuing operations for the three-month period ended March 31, 2010 and no revenues for the same three-month period in 2009.

General and administrative expenses for the three-month period ended March 31, 2010 were $856 compared to $7,253 for the same period in 2009. Expenses consisted of general corporate administration, rent, Internet service provider, legal and professional expenses and accounting costs.

Because of the foregoing factors, the Company realized a net loss of $2,216 for the three months ended March 31, 2010 as compared to net loss of $8,487 for the same period in 2009.

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2010, the Company had current assets consisting of $308 cash on hand. Current liabilities consisted of accounts payable of $75, accrued interest of $493 and notes payable of $119,725 for total current liabilities of $120,293.

The Company believes that current and anticipated future cash requirements for the next three months cannot be met with the cash on hand and from revenue from current customers. The Company will find it necessary to raise additional capital. The Company may sell common stock of the Company or enter into additional debt financing agreements.

The Company has received 27 loans from the controlling shareholder of the Company, Desert Bloom Investments. The aggregate amount of the notes total $89,000. All of the notes are due on December 31, 2010, unless extended. The notes bear no interest unless not paid, in which case interest will be charged at the rate of 10% annually.

To consummate our business plan, 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.

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

Our forecast of the period of time through which our financial resources will be adequate to support our operations is a forward –looking statement that involves risks and uncertainties, and actual results could vary because of a number of factors.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable, as the Company is a smaller reporting Company.

ITEM 4. 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 March 31, 2010, the Company's chief executive officer (who is also the chief financial officer) conducted an evaluation regarding the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act. Based on this evaluation, our chief executive officer concluded that our disclosure controls and procedures were effective.

Management's Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a- 15(f) and 15d-15(f) of the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles. Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect all misstatements. In addition, 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 March 31, 2010. 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 March 31, 2010, the Company's procedures of internal control over financial reporting were effective.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 1A. RISK FACTORS.

There have been no material changes to the risk factors previously discussed in Item 1 of the Company's Form 10-K for the year ended December 31, 2009.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS

	31.1	Certification by Chief Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32.1	Certification by the Chief Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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.

Date: May 17, 2010 By /s/ Steve S. Sinohui

Steve S. Sinohui, President

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