---

# UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

# WASHINGTON, D.C. 20549

# FORM 10-QSB/A
Amendment No. 1

| | [X] | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
| | --- | ---------------------------------------------------------------------------------

For the
quarterly period ended June 30, 2003

| | [  ] | 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.
(Name of small business issuer as specified in its charter)

|Colorado
              
              
              
    (State or other jurisdiction of
              
              
              
    incorporation or organization) | 84-1570556
   (IRS Employer Identification No.)
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------

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

Issuers
telephone number, including area cost: (303) 763-7307

Check whether the issuer
(1) filed all reports required to be filed by Section 13 or 15(d) of the
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 90 days.

Yes  
[X]        No
   [  ]

# APPLICABLE
ONLY TO CORPORATE ISSUERS

State the number of shares
outstanding of each of the issuers classes of common equity, as of the
latest practicable date:

Common stock,
$.001 par value: 7,278,000 shares as of August 13, 2003

---

# FORM 10-QSB
SIN HOLDINGS, INC.

# INDEX

Page

PART
I. Financial Information

|                                                                      | 
|--------------------------------------------------------------------- | 
|Item I.  Financial Statements (unaudited)                             | 
|Consolidated Balance Sheets, June 30, 2003 (unaudited)                | 
|and December 31, 2002                                                 | 
|Unaudited Consolidated Statements of Operations for the three months  | 
|Ended June 30, 2003 and 2002                                          | 
|Unaudited Consolidated Statements of Operations for the six months    | 
|Ended June 30, 2003 and 2002                                          | 
|Unaudited Consolidated Statements of Cash Flows, for the six months   | 
|ended June 30, 2003 and 2002                                          | 
|Notes to Financial Statements                                         | 
|Item II.  Managements Discussion and Analysis of Financial Condition | 
|PART II.  Other Information                                           | 
|Item 6.  Exhibits and Reports on Form 8-K                             | 
|Signatures                                                            | 

2

---

# PART I
 FINANCIAL INFORMATION

## Item 1.
Financial Statements (unaudited)

In the
opinion of Management, the accompanying unaudited financial statements included
in this Form 10-QSB reflect all adjustments necessary for a fair presentation of
the results of operations for the periods presented. The results of operations
for the periods presented are not necessarily indicative of the results we
expect for the full year.

# SIN
HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS

|                                                       | June 30,2003 | December 31,2002
|------------------------------------------------------ | ------------ | ----------------
|
|ASSETS                                                 |              |                 
|Current assets                                         |             
|Cash                                                   |              | $   3,898       
|Accounts receivable                                    |              | 190             
|Prepaid expenses                                       |              | 300             
|                                                       |              |                 
|Total current assets                                   |              | 4,388           
|Long term assets                                       |             
|Equipment                                              |              | 992             
|Less Accumulated Depreciation                          |              | (852            
|                                                       |              |                 
|Total long term assets                                 |              | 140             
|Other assets                                           |             
|Goodwill (Net of accumulated amortization of $616)     |              | 5,071           
|                                                       |              |                 
|Total other assets                                     |              | 5,071           
|TOTAL ASSETS                                           |              | $   9,599       
|                                                       |              |                 
|                                                       |              |                 
|LIABILITIES AND STOCKHOLDERS DEFICIT                  |             
|Current liabilities                                    |             
|Accounts payable                                       |              | $        75     
|Loan from shareholder                                  |              | 9,500           
|Unearned revenue                                       |              | 190             
|                                                       |              |                 
|Total current liabilities                              |              | 9,765           
|                                                       |              |                 
|Long term liabilities                                  |             
|Notes Payable                                          |              | 20,574          
|                                                       |              |                 
|Total long term liabilities                            |              | 20,574          
|                                                       |              |                 
|Stockholders equity                                   |             
|Preferred stock, par value $0.001, 10,000,000 shares   |             
|authorized;100,000 shares issued or outstanding        |              | 100             
|Common stock, par value $0.001, 30,000,000 shares      |             
|authorized; 7,278,000 shares issued and outstanding at |             
|June 30, 2003 and December 31, 2002                    |              | 7,278           
|Additional paid-in capital                             |              | 9,286           
|Accumulated Deficit                                    |              | (37,404         
|                                                       |              |                 
|Total stockholders deficit                            |              | (20,740         
|                                                       |              |                 
|TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT            |              | $   9,599       
|                                                       |              |                 
|                                                       |              |                 

See notes to
unaudited consolidated financial statements.

3

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# SIN
HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

|                                         | For the Three Months EndedJune 30, |                 |  
|---------------------------------------- | ---------------------------------- | --------------- | -
|
|REVENUES                                 |                                    |                 |  
|Net Subscriptions                        |                                    | $           570 |  
|EXPENSES                                 |                                   
|Accounting                               |                                    | --              |  
|Bank service Charges                     |                                    | 25              |  
|Computer Consulting                      |                                    | --              |  
|Depreciation                             |                                    | 83              |  
|Dues and Subscriptions                   |                                    | 50              |  
|ISP                                      |                                    | 300             |  
|Miscellaneous                            |                                    | 216             |  
|Legal Fees                               |                                    | 300             |  
|Rent                                     |                                    | 225             |  
|Transfer Fees                            |                                    | 250             |  
|                                         |                                    |                 |  
|Operating Expenses                       |                                    | 1,449           |  
|                                         |                                    |                 |  
|Loss from Operations                     |                                    | (879            | )
|Other Income (Expense)                   |                                   
|Interest Income                          |                                    | 5               |  
|Loan Interest                            |                                    | (531            | )
|Finance Charge                           |                                    | (85             | )
|                                         |                                    |                 |  
|Total Other Income (Expense)             |                                    | (611            | )
|                                         |                                    |                 |  
|Income (Loss) Before Income Taxes        |                                    | (1,490          | )
|Income Tax Expense                       |                                    | --              |  
|                                         |                                    |                 |  
|Net Loss                                 |                                    | $    (1,490     | )
|                                         |                                    |                 |  
|                                         |                                    |                 |  
|Accumulated Deficit, beginning of period |                                    | $   (35,914     | )
|                                         |                                    |                 |  
|                                         |                                    |                 |  
|Accumulated Deficit, end of period       |                                    | $   (37,404     | )
|                                         |                                    |                 |  
|                                         |                                    |                 |  
|Weighted average shares outstanding      |                                    | 7,278,000       |  
|                                         |                                    |                 |  
|                                         |                                    |                 |  
|Earnings (loss) per share                |                                    | $       (0.00   | )
|                                         |                                    |                 |  
|                                         |                                    |                 |  
|                                         |                                   

See notes to
unaudited consolidated financial statements.

4

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# SIN
HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

|                                              | For the six monthsended June 30, |               
|--------------------------------------------- | -------------------------------- | --------------
|
|REVENUES                                      |                                  |               
|Net Subscriptions                             |                                  | $        1,235
|EXPENSES                                      |                                 
|Accounting                                    |                                  | 2,000         
|Bank service Charges                          |                                  | 35            
|Computer Consulting                           |                                  | --            
|Depreciation                                  |                                  | 165           
|Dues and Subscriptions                        |                                  | 50            
|ISP                                           |                                  | 600           
|Miscellaneous                                 |                                  | 981           
|Legal Fees                                    |                                  | 1,264         
|Rent                                          |                                  | 450           
|Transfer Fees                                 |                                  | 475           
|Telephone                                     |                                  | --            
|                                              |                                  |               
|Operating Expenses                            |                                  | 6,020         
|                                              |                                  |               
|LOSS FROM OPERATIONS                          |                                  | (4,785        
|OTHER INCOME (EXPENSE)                        |                                 
|Interest income                               |                                  | 9             
|Loan Interest                                 |                                  | (1,056        
|Finance Charge                                |                                  | (95           
|                                              |                                  |               
|Total other income                            |                                  | (1,142        
|                                              |                                  |               
|INCOME (LOSS) BEFORE INCOME TAXES             |                                  | (5,927        
|Income tax expense                            |                                  | --            
|                                              |                                  |               
|NET LOSS                                      |                                  | (5,927        
|                                              |                                  |               
|ACCUMULATED DEFICIT, beginning of period      |                                  | (31,477       
|                                              |                                  |               
|ACCUMULATED DEFICIT, end of period            |                                  | $   (37,404   
|                                              |                                  |               
|                                              |                                  |               
|Weighted average number of shares outstanding |                                  | 7,278,000     
|                                              |                                  |               
|                                              |                                  |               
|Net income (loss) per common share            |                                  | $       (0.00 
|                                              |                                  |               
|                                              |                                  |               

See notes to
unaudited consolidated financial statements.

5

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

|                                                  | For the six monthsended June 30, |          
|------------------------------------------------- | -------------------------------- | ---------
|
|CASH FLOWS FROM OPERATING ACTIVITIES              |                                  |          
|Net loss                                          |                                  | $(5,927  
|Adjustments to reconcile net loss to net cash     |                                 
|Flows from operating activities:                  |                                 
|Depreciation                                      |                                  | 165      
|Rent                                              |                                  | 450      
|Change in:                                        |                                 
|(Increase) Decrease in Accounts Receivable        |                                  | 665      
|Increase in Prepaid expenses                      |                                  | (300     
|Decrease in Deferred Offering Expenses            |                                  | --       
|Decrease in Accounts Payable                      |                                  | (3,017   
|(Decrease) Increase in Accrued Interest           |                                  | (224     
|Decrease in Unearned Revenue                      |                                  | (380     
|                                                  |                                  |          
|Net Cash Flows from in Operating Activities       |                                  | (8,568   
|                                                  |                                  |          
|CASH FLOWS FROM FINANCING ACTIVITIES              |                                 
|Loan from Shareholder                             |                                  | 8,000    
|Proceeds from Notes Payable                       |                                  | --       
|Proceeds from Issuance of Common Stock            |                                  | --       
|Retained Earnings                                 |                                  | --       
|Offering Expenses                                 |                                  | --       
|                                                  |                                  |          
|Net Cash Flows from Financing Activities          |                                  | 8,000    
|                                                  |                                  |          
|NET INCREASE (DECREASE) IN CASH                   |                                  | (568     
|CASH AND CASH EQUIVALENTS                         |                                 
|Beginning of period                               |                                  | 4,466    
|                                                  |                                  |          
|End of period                                     |                                  | $ 3,898  
|                                                  |                                  |          
|                                                  |                                  |          
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION |                                 
|Cash paid during the period for:                  |                                 
|Income taxes                                      |                                  | $      --
|                                                  |                                  |          
|                                                  |                                  |          
|Interest                                          |                                  | $      --
|                                                  |                                  |          
|                                                  |                                  |          

See notes to
unaudited consolidated financial statements.

6

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# SIN
HOLDINGS, INC. AND SUBSIDIARY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
June 30, 2003

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, 2002 included in the Annual Report on Form 10-KSB for the year then ended.

Description
of Business

The
Company has developed a web site that lists providers of senior resources 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 Internet.

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

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

Impairment
or Disposal of Long-Lived Assets

In
August 2001, the Financial Accounting Standards Board (FASB) issued
Statement No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets (SFAS 144). SFAS 144 clarifies 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. The
Company implemented SFAS 144 in 2002. 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.

7

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# SIN
HOLDINGS, INC. AND SUBSIDIARY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
June 30, 2003 (Continued)

No
impairment was recorded in the first six months ended June 30, 2003.

Depreciation
and Amortization

Depreciation
on assets is recorded using the straight-line method over the estimated life of
the asset (which is three years for the equipment listed on the financial
statements of which these notes are a part). The FASB issued Statement No. 142,
Goodwill and Other Intangible Assets, (SFAS 142) which
provides, among other things, for the nonamortization of goodwill and intangible
assets with indefinite useful lives. The Company adopted SFAS 142 effective
January 1, 2002. Goodwill and intangible assets deemed to have an indefinite
useful life will be subject to an annual review for impairment using fair value
measurement techniques upon adoption (January 1, 2002) and annually thereafter.
The Company will perform its annual impairment review during the fourth quarter
each year.

Financial
Instruments

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

Income Per
Share

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

Statements
of Cash Flows

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

Use of
Estimates

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

Consideration
of Other Comprehensive Income Items

SFAS
130  Reporting Comprehensive Income, requires companies to present
comprehensive income (consisting primarily of net income plus other direct
equity changes and credits) and its components as part of the basic consolidated
financial statements. For the quarters ended June 30, 2003 and 2002, the
Companys consolidated financial statements do not contain any changes in
equity that are required to be reported separately in comprehensive income.

Stock Basis

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

NOTE B
 STOCKHOLDERS EQUITY

Preferred
Stock

The
Company is authorized to issue up to 10,000,000 shares of preferred stock. The
preferred stock is non-voting, and has priority in liquidation over outstanding
common shares. During the period ended December 31, 2000, the Company issued
100,000 shares of its preferred stock for $9,000 cash to Desert Bloom
Investments, Inc., which is owned by the Companys President, Steve
Sinohui. As of June 30, 2003, 100,000 shares of the Companys preferred
stock were issued and outstanding.

Common Stock

The
Company is authorized to issue up to 30,000,000 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 June 30, 2003, 7,278,000 shares of the Companys $0.001 par
value common stock were issued and outstanding.

8

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# SIN
HOLDINGS, INC. AND SUBSIDIARY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
June 30, 2003 (Continued)

NOTE C
 RELATED PARTY TRANSACTIONS

When
the Company purchased the sole proprietorship on December 1, 2000, it entered
into a Profit Participation Agreement with Stan Mingus, the seller. The Profit
Participation Agreement provides for Senior-Inet to pay Mr. Mingus the sum of
$32,000 in cash upon our realization of gross revenues of at least $400,000
during any consecutive 12-month period during the three-year term of the
agreement through November 30, 2003.

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

The
Company has an unsecured note payable to Desert Bloom Investments, the
controlling shareholder, due on November 30, 2003, representing a loan of $1,500
to the Company in 2001. The note bears no interest unless not paid, in which
case interest will be charged at the rate of 10% annually.

The
Company received two additional loans from Desert Bloom Investments, $5,000 in
March 2003, and $3,000 in June 2003. The two loans are represented by unsecured
notes payable to Desert Bloom Investments, due March 28, 2004 and June 24, 2004,
unless extended at the option of the shareholder. The notes bear no interest
unless not paid, in which case interest will be charged at the rate of 10%
annually.

Although
Mr. Sinohui has agreed to provide his services to the Company without charge, we
intend to compensate Mr. Sinohui with sales commissions on each subscriber he
enrolls. The Company will 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. We have not paid any
commissions to Mr. Sinohui as of the date of this filing.

NOTE D
 INCOME TAXES

The
Company has net operating loss carryforwards of approximately $37,400 expiring
between the years 2020 and 2023. The tax benefit of these net operating losses,
which totals approximately $5,600, has been offset by a full allowance for
realization.

NOTE E
 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. As
of June 30, 2003 accrued interest on these notes totaled approximately $552.

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.

9

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## 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 and  that actual results may differ materially from
those included within the forward-looking statements because of various factors.  Such
factors are discussed under the "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.

OUR HISTORY
AND BUSINESS

SIN Holdings,
Inc. and our wholly owned subsidiary, Senior-Inet, Inc., 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). We own and operate the
Internet site www.senior-inet.com. At  the web site, we provide information on 12 types
of services for senior citizens in two general geographic areas in the United  States.
Revenues for the Company are derived from the sale of web pages to the resources listed
on our site.

Presently, our
services are limited to publishing listings of senior  resource providers in 11 cities
 ten of which are in Colorado  and one in Houston,  Texas. We design and sell web
pages to resources listed on our site as well as offer  banner and box  advertisements to
senior service providers. The 12 categories of senior  resources represented on our web
site include:

| | ° | 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.
| | - | ----------------

Our
web site provides a comprehensive listing of senior service providers by
geographic location, allowing users to access information in an expeditious and
efficient manner. In each city, we list the senior services by category. We have
designed our site to allow users access to information from a variety of
companies offering the same service. We have developed our current network of
senior service providers with the assistance of local agencies serving senior
citizens, through telephone listings and other web sites. To provide a
streamlined site, we have elected not to offer such extraneous items as chat
rooms and advertisements unrelated to senior services.

We
generate revenue through the sale of web pages to providers of senior services.
After we develop a list of senior resources in a particular geographical area
for the web site, we contact the providers and offer them the opportunity to
attach a web page on our site to their listing. The web page provides them the
opportunity to introduce sales and marketing material to prospective clients. A
customer must become a subscriber and pay a monthly fee to have a link from our
web site. If they already have a web site, we can include a link from their web
page on our site to their web site. Even though the customer may already have a
web site, having a listing on a senior resource network (such as Senior-Inet)
improves their exposure. If the senior service provider elects to purchase a web
page, we enter into a 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.

10

---

We
also offer annual contracts for banner and box advertisements for our home page
and each of the community and category pages. To date, we have not sold any
advertisements on our site nor do we have any contracts for such advertisements.
We have furnished one banner ad on our site to AARP for no charge.

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 have an
annual contract with one assisted living care facility in Colorado Springs and
one six-month contract with an assisted living facility in Denver; we do not
have contracts with any of the other facilities or services listed on our
website. We expect the assisted living facility in Denver to renew their
contract for another six months since they have recognized a benefit to
advertising on the Senior-Inet site. We intend to continue to attempt to
increase the number of paying subscribers in the 11 cities in which we now list
senior service providers, as well as to increase the number of cities in
Colorado for which we provide listings.

We
intend to grow the Company slowly using our limited resources. Our growth
strategy is to (i) increase the number of cities for which we provide listings,
(ii) increase the number of unique visitors to our site and (iii) increase
subscriptions from persons or entities that provide services to senior citizens
and their families in our marketing areas. Presently, we offer our services in
two geographical areas. These two areas include 10 cities in Colorado and
Houston, Texas. As our capital resources permit, we plan to expand our listings
in these 11 cities and increase the number of cities in Colorado for which we
provide listings. We will seek to add eight or ten new annual subscribers during
2003. The way to grow our business is to increase the number of senior service
providers that subscribe for a listing on our site or purchase advertising. We
can add eight to ten subscribers without substantially increasing our operating
costs. 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 cash operating costs are limited and we expect
to increase the number of subscribers without materially increasing our cash
expenses. We can give no assurances regarding these plans and you should not
expect that we will achieve them.

There
are numerous 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. However, there are, to our
knowledge, only a small number of sites on the Internet providing information on
more than one type of service targeted to senior citizens and/or in more than
one locale. Some of these sites are extensions of a printed state or local
business directory for seniors. We are not aware of any web site that provides
information on as many types of senior services or is organized by geographic
location, as is our site. Thus, we believe that our business of providing
resources for senior citizens using the Internet is unique in the areas of
Colorado and Houston, Texas (areas we presently service).

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 technology and other financial resources and
our limited customer base and market recognition. By focusing on the Internet,
we intend to minimize these weaknesses, as the Internet eliminates the need for
central offices and fixed expenses associated with a large marketing staff.
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. During the next six months, the Companys President will be the
sole sales person for the Company while we attempt to secure at least eight or
nine new subscribers. Thereafter, the Company will bring on sales consultants as
it is able to support financially such sales people. We plan to engage one sales
consultant in the second half of 2003. Mr. Sinohui has background experience
that enables him to effectively market our web site and manage the Company.
Although Mr. Sinohui has agreed to donate his services to the Company, we intend
to compensate Mr. Sinohui with sales commissions on each subscriber he enrolls.
The Company plans to pay Mr. Sinohui a commission equal to 20% of the gross
annualized contract value from each new subscriber, payable monthly over the
term of the subscribers agreement with the Company.

Except
for 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.

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Neither
SIN Holdings nor Senior-Inet has any supplemental benefits or incentive
arrangements except the Profit Participation Agreement dated December 1, 2000,
between Senior-Inet and Mr. Mingus. Although Mr. Mingus is not an employee of
the Company, he has agreed to serve as an advisor to the Company. The Company
does not compensate Mr. Mingus. Mr. Mingus motivation to act as advisor is
driven by his desire to see the Company become successful so that he may act
under the Profit Participation Agreement. The Profit Participation Agreement
provides for Senior-Inet to pay Mr. Mingus the sum of $32,000 in cash upon its
realization of gross revenues of at least $400,000 during any consecutive
twelve-month period during the three-year term of the agreement through November
30, 2003. 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 except as provided for in the Profit
Participation Agreement.

RESULTS OF
OPERATIONS

The
Company was not profitable during the year ended December 31, 2002 and has not
been profitable during the first half of 2003.

Three Month
Periods Ended June 30, 2003 and 2002

The
Company had $570 in revenue from continuing operations for the three-month
period ended June 30, 2003 and revenue of $570 for the same three-month period
in 2002.

General
and administrative expenses for the three-month periods ended June 30, 2003 were
$1,449 compared to $7,080 for the same period in 2002. Expenses consisted of
general corporate administration, rent, Internet service provider, legal and
professional expenses and accounting and auditing costs. Higher expenses for the
period ended June 30, 2002 were primarily due to increased legal and accounting
expenses that resulted from our efforts to register our common stock under the
Securities Exchange Act of 1934, as amended (Exchange Act).

Because
of the foregoing factors, the Company realized a net loss of $1,490 for the
three months ended June 30, 2003 as compared to net loss of $6,992 for the same
period in 2002.

Six Month
Periods Ended June 30, 2003 and 2002

The
Company had $1,235 in revenue from continuing operations for the six month
period ended June 30, 2003 and revenue of $1,340 for the same six month period
in 2002. Revenues were lower for the period ended June 30, 2003 because the
Company had one less subscriber than in 2002.

General
and administrative expenses for the six month period ended June 30, 2003 were
$6,020 compared to $15,299 for the same period in 2002. Expenses consisted of
general corporate administration, rent, Internet service provider, legal and
professional expenses and accounting and auditing costs. Higher expenses for the
period ended June 30, 2002 were primarily due to increased legal and accounting
expenses that resulted from our efforts to register our common stock under the
Securities Exchange Act of 1934, as amended (Exchange Act).

Because
of the foregoing factors, the Company realized a net loss of $5,927 for the six
months ended June 30, 2003 as compared to net loss of $14,674 for the same
period in 2002.

LIQUIDITY
AND CAPITAL RESOURCES

At
June 30, 2003 the Company had assets consisting of $3,898 cash on hand, accounts
receivable of $190 and prepaid expenses of $300 for total current assets of
$4,388. Current liabilities consisted of accounts payable of $75, a note payable
to a shareholder of $9,500 and unearned revenue of $190 for total current
liabilities of $9,765.

The
Company believes that its current and anticipated future cash requirements for
the next three months can be met with the cash on hand and from revenue from
current customers. However, 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.

Over
the next 12 months, we plan to expand our listings in the 11 cities in which we
have developed lists and to increase the number of cities in Colorado for which
we provide listings of providers of senior services. Initially, Mr. Sinohui will
be the sole sales person for the Company. Once the Company has increased the
number of subscribers to generate a revenue stream that will support other sales
staff, the Company intends to engage the services of outside sales consultants.
The Company will provide its consultants with brochures, media kits and laptop
computers. We intend to compensate our consultants with a small wage base
supplemented by commissions. Additionally we will need to establish strategic
relationships with related web sites and portals that can drive senior traffic
to our site.

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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.

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 as a result of a
number of factors.

# PART
II. OTHER INFORMATION

ITEM 6.
EXHIBITS AND REPORTS ON FORM 8-K.

(a)  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.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b)
Reports on Form 8-K: No reports on Form 8-K were filed by the Company during the
quarter ended June 30, 2003.

# 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:  August
15, 2003

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

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