---

# UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

# WASHINGTON, D.C. 20549

# FORM 10-QSB

(Mark
One)

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

For the
quarterly period ended June 30, 2004

| | [  ] | 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
(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)

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

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 4, 2004.

---

# FORM 10-QSB
SIN HOLDINGS, INC.

# INDEX

|                                                                      | Page
|--------------------------------------------------------------------- | ----
|PART I.  Financial Information                                        |     
|Item I.  Financial Statements (unaudited)                             |     
|Consolidated Balance Sheets, June 30, 2004 (unaudited)                |     
|and December 31, 2003                                                 |     
|Unaudited Consolidated Statements of Operations for the three months  |     
|Ended June 30, 2004 and 2003                                          |     
|Unaudited Consolidated Statements of Operations for the six months    |     
|Ended June 30, 2004 and 2003                                          |     
|Unaudited Consolidated Statements of Cash Flows, for the six months   |     
|ended June 30, 2004 and 2003                                          |     
|Notes to Financial Statements                                         |     
|Item II.  Managements Discussion and Analysis of Financial Condition |     
|Item III.  Controls and Procedures                                    |     
|PART II.  Other Information                                           |     
|Item 6.  Exhibits and Reports on Form 8-K                             |     
|Signatures                                                            |     

2

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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.

3

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SIN HOLDINGS,
INC. AND SUBSIDIARYCONSOLIDATED BALANCE SHEETS(UNAUDITED)

|                                                           | June 30,2004(Unaudited) | December 31,2003
|---------------------------------------------------------- | ----------------------- | ----------------
|ASSETS                                                     |                         |                 
|CURRENT ASSETS                                             |                        
|Cash and cash equivalents                                  |                         | $   1,445       
|Accounts receivable - web subscriptions                    |                         | 285             
|                                                           |                         |                 
|Total current assets                                       |                         | 1,730           
|LONG TERM ASSETS                                           |                        
|Equipment                                                  |                         | 992             
|Less accumulated depreciation                              |                         | (992            
|                                                           |                         |                 
|Total long term assets                                     |                         | --              
|OTHER ASSETS                                               |                        
|Goodwill (Net of accumulated amortization of  $616 for the |                        
|periods ending June 30, 2004 and December 31, 2003,        |                        
|respectively)                                              |                         | 5,071           
|                                                           |                         |                 
|TOTAL ASSETS                                               |                         | $   6,801       
|                                                           |                         |                 
|                                                           |                         |                 
|LIABILITIES AND STOCKHOLDERS DEFICIT                      |                        
|CURRENT LIABILITIES                                        |                        
|Accounts payable                                           |                         | 2,545           
|Loan from shareholder                                      |                         | 12,000          
|Accrued interest - offering                                |                         | 1,062           
|Notes payable - offering                                   |                         | 20,022          
|Unearned revenue                                           |                         | 190             
|                                                           |                         |                 
|Total current liabilities                                  |                         | 35,819          
|LONG TERM LIABILITIES                                      |                        
|Accrued interest - offering                                |                         | --              
|Notes payable - offering                                   |                         | --              
|                                                           |                         |                 
|Total long term liabilities                                |                         | --              
|                                                           |                         |                 
|STOCKHOLDERS DEFICIT                                      |                        
|Preferred stock, $0.001 par value; 10,000,000 shares       |                        
|authorized; 100,000 shares issued and outstanding at       |                        
|June 30, 2004 and December 31, 2003, respectively          |                         | 100             
|Common stock, $0.001 par value; 30,000,000 shares          |                        
|authorized; 7,278,000 shares issued and outstanding        |                        
|at June 30, 2004 and December 31, 2003, respectively       |                         | 7,278           
|Additional paid-in capital                                 |                         | 10,186          
|Accumulated deficit                                        |                         | (46,582         
|                                                           |                         |                 
|Total Stockholders Deficit                                |                         | (29,018         
|                                                           |                         |                 
|TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT                |                         | $   6,801       
|                                                           |                         |                 
|                                                           |                         |                 

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

4

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SIN HOLDINGS,
INC. AND SUBSIDIARYCONSOLIDATED INCOME STATEMENTS(UNAUDITED)

|                             | For the Three Months Ended |                      
|---------------------------- | -------------------------- | ---------------------
|
|REVENUES                     |                            |                      
|Net subscriptions            |                            | $                 570
|                             |                            |                      
|EXPENSES                     |                           
|Bank service charges         |                            | 75                   
|Dues and sbuscriptions       |                            | --                   
|Depreciation                 |                            | --                   
|ISP                          |                            | 300                  
|Miscellaneous                |                            | 239                  
|Professional fees            |                            | 354                  
|Rent                         |                            | 225                  
|Transfer fees                |                            | 225                  
|                             |                            |                      
|Operating expenses           |                            | 1,418                
|                             |                            |                      
|LOSS FROM OPERATIONS         |                            | (848                 
|                             |                            |                      
|OTHER INCOME (EXPENSE)       |                           
|Interest expense             |                           
|Finance charge               |                            | (99                  
|Loan interest                |                            | (531                 
|Interest income              |                            | --                   
|                             |                            |                      
|                             |                            | (630                 
|                             |                            |                      
|NET LOSS BEFORE TAXES        |                            | (1,478               
|                             |                            |                      
|INCOME TAX EXPENSE           |                            | --                   
|                             |                            |                      
|NET LOSS                     |                            | $           (1,478   
|                             |                            |                      
|                             |                            |                      
|NET INCOME PER SHARE - BASIC |                            | $             (0.00  
|                             |                            |                      
|                             |                            |                      
|WEIGHTED AVERAGE NUMBER OF   |                           
|SHARES OUTSTANDING           |                            | 7,278,000            
|                             |                            |                      
|                             |                            |                      

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

5

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SIN HOLDINGS,
INC. AND SUBSIDIARYCONSOLIDATED INCOME STATEMENTS(UNAUDITED)

|                             | For the Six Months Ended |                    
|---------------------------- | ------------------------ | -------------------
|
|REVENUES                     |                          |                    
|Net subscriptions            |                          | $        1,140     
|                             |                          |                    
|EXPENSES                     |                         
|Bank service charges         |                          | 128                
|Dues and sbuscriptions       |                          | --                 
|Depreciation                 |                          | --                 
|ISP                          |                          | 600                
|Miscellaneous                |                          | 615                
|Professional fees            |                          | 2,628              
|Rent                         |                          | 450                
|Transfer fees                |                          | 475                
|                             |                          |                    
|Operating expenses           |                          | 4,896              
|                             |                          |                    
|LOSS FROM OPERATIONS         |                          | (3,756             
|                             |                          |                    
|OTHER INCOME (EXPENSE)       |                         
|Interest expense             |                         
|Finance charge               |                          | (99                
|Loan interest                |                          | (1,062             
|                             |                          |                    
|Interest income              |                          | --                 
|                             |                          |                    
|                             |                          | (1,161             
|                             |                          |                    
|NET LOSS BEFORE TAXES        |                          | (4,917             
|                             |                          |                    
|INCOME TAX EXPENSE           |                          | --                 
|                             |                          |                    
|NET LOSS                     |                          | $           (4,917 
|                             |                          |                    
|                             |                          |                    
|NET INCOME PER SHARE - BASIC |                          | $             (0.00
|                             |                          |                    
|                             |                          |                    
|WEIGHTED AVERAGE NUMBER OF   |                         
|SHARES OUTSTANDING           |                          | 7,278,000          
|                             |                          |                    
|                             |                          |                    

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

6

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

|                                              | For the Six MonthsEnded June 30, |        
|--------------------------------------------- | -------------------------------- | -------
|
|CASH FLOWS FROM OPERATING ACTIVITIES          |                                  |        
|Net loss                                      |                                  | $(4,917
|Adjustments to reconcile net loss to net cash |                                 
|flows from operating activities:              |                                 
|Depreciation                                  |                                  | --     
|Rent                                          |                                  | 450    
|Decrease in accounts receivable               |                                  | 30     
|(Increase) decrease in prepaid expenses       |                                  | --     
|Increase (decrease) in accounts payable       |                                  | 2,120  
|Increase (decrease) in accrued interest       |                                  | 685    
|Decrease in unearned revenue                  |                                  | --     
|                                              |                                  |        
|Net cash flows from operating activities      |                                  | (1,632 
|CASH FLOWS FROM FINANCING ACTIVITIES          |                                 
|                                              |                                  |        
|Loan from shareholder                         |                                  | --     
|                                              |                                  |        
|                                              |                                  |        
|Net cash flows from financing activities      |                                  | --     
|                                              |                                  |        
|NET INCREASE (DECREASE) IN CASH AND           |                                 
|CASH EQUIVALENTS                              |                                  | (1,632 
|CASH AND CASH EQUIVALENTS,                    |                                 
|BEGINNING OF PERIOD                           |                                  | 3,077  
|                                              |                                  |        
|CASH AND CASH EQUIVALENTS,                    |                                 
|END OF PERIOD                                 |                                  | $ 1,445
|                                              |                                  |        
|                                              |                                  |        

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

7

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SIN
HOLDINGS, INC. AND SUBSIDIARYNOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTSJune 30, 2004

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, 2003 included in the Annual Report on Form 10-KSB for the year then ended.

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 by 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 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

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

No
impairment was recorded in the first six months ended June 30, 2004.

Depreciation
and Amortization

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

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.

8

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SIN
HOLDINGS, INC. AND SUBSIDIARYNOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTSJune 30, 2004

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 six months ended June 30, 2004 and 2003, 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, 2004, 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, 2004, 7,278,000 shares of the Companys $0.001 par
value common stock were issued and outstanding.

NOTE
C  RELATED PARTY TRANSACTIONS

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

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

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

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

The Company has
four unsecured notes payable, totaling $12,000 to Desert Bloom Investments, Inc., a
shareholder.  The four notes in the  principal amounts of $1,500, $2,500, $5,000 and
$3,000 are due on November 30, 2004, December 31, 2004, March 27, 2005 and June 25, 2005,
respectively, 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.

9

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SIN
HOLDINGS, INC. AND SUBSIDIARYNOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTSJune 30, 2004

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 $46,500 expiring between the years 2020
and 2023.  The tax benefit of  these net operating losses, which totals approximately
$6,975, 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, 2004 accrued interest on these notes totaled approximately $1,062.

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.

10

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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.

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.

11

---

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 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 subscriptions from persons or entities that provide
services to senior citizens and their families in our marketing areas, (ii)
increase the number of cities for which we provide listings and (iii) increase
the number of unique visitors to our site. Presently, we offer our services in
two geographic areas. These two areas include ten cities in Colorado and
Houston, Texas. 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. Currently, we are focusing our marketing efforts on Colorado since
we can increase our presence and begin to build brand awareness without
incurring substantial increases in our operating expenses. As our capital
resources permit, we plan to expand our listings in other geographic regions.
However, when we attempt to expand into additional markets, our operating costs
will increase and we will probably incur losses from operations until we have
grown revenue to a level well in excess of our marketing and selling expenses.
Presently, our monthly operating expenses are limited and we plan to increase
the number of subscribers in Colorado without materially increasing our
expenses. We can give no assurances regarding these plans and you should not
expect that we will achieve them.

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 three months, the Companys President will be
the sole sales person for the Company while we attempt to secure new
subscribers. Thereafter, the Company will bring on sales consultants as it is
able to support financially such sales people. 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.

RESULTS
OF OPERATIONS

The
Company was not profitable during the year ended December 31, 2003 and has not
been profitable during the first six months of 2004.

Three
Month Periods Ended June 30, 2004 and 2003

The
Company had $570 in revenue from continuing operations for the three-month
period ended June 30, 2004 and revenue of $570 for the same three-month period
in 2003.

General
and administrative expenses for the three-month periods ended June 30, 2004 were
$1,418 compared to $1,449 for the same period in 2003. 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 $848 for the three
months ended June 30, 2004 as compared to net loss of $879 for the same period
in 2003.

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Six
Month Periods Ended June 30, 2004 and 2003

The
Company had $1,140 in revenue from continuing operations for the six-month
period ended June 30, 2004 and revenue of $1,235 for the same six-month period
in 2003.

General
and administrative expenses for the six-month periods ended June 30, 2004 were
$4,896 compared to $6,020 for the same period in 2003. Expenses consisted of
general corporate administration, rent, Internet service provider, legal and
professional expenses and accounting and auditing costs.

Because
of the foregoing factors, the Company realized a net loss of $3,756 for the six
months ended June 30, 2004 as compared to net loss of $4,785 for the same period
in 2003.

LIQUIDITY
AND CAPITAL RESOURCES

At
June 30, 2004, the Company had assets consisting of $1,445 cash on hand and
accounts receivable of $285 for total current assets of $1,730. Current
liabilities consisted of accounts payable of $2,545, a note payable to a
shareholder of $12,000, offering notes payable and accrued interest of $21,084
and unearned revenue of $190 for total current liabilities of $35,819.

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.

During
the last two fiscal years, the Company has received four loans totaling $12,000
from Desert Bloom Investments, Inc., the controlling stockholder of the Company,
which is owned by Mr. Sinohui, the President. A note in the amount of $5,000
note which became due on March 28, 2004 and a note in the amount of $3,000 which
became due on June 25, 2004 were extended for another year by Desert Bloom
Investments, Inc. The two remaining notes in the principal amounts of $1,500 and
$2,500 are due on November 30, 2004 and December 31, 2004, respectively, 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.

Over
the next six 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. Mr. Sinohui will be the
primary sales person for the Company. We plan to bring on commissioned sales
agents as needed. Once the Company increases its subscriber base, 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.

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.

ITEM 3.
CONTROLS AND PROCEDURES

a.
Evaluation of Disclosure Controls and Procedures. Our Chief Executive Officer who is also
the principal accounting officer has evaluated the effectiveness of the Companys
disclosure controls and procedures (as such term is defined in Rules 13a-14(c) and
15d-14(c) under the Securities Exchange Act of 1934, as amended (the Exchange Act))
as of a date within 90 days prior to the filing date of this quarterly report (the Evaluation
Date). Based on such evaluation, he has concluded that, as of the Evaluation Date,
the Companys disclosure controls and procedures are effective in alerting him on a
timely basis to material information relating to the company (including consolidated
subsidiaries) required to be included in reports filed or submitted under the Exchange
Act.

b.
Changes in Internal Controls. Since the Evaluation Date, there have not been any
significant changes in the Companys internal controls or in other factors that has
materially affected, or is reasonably likely to affect, our internal control over financial reporting.

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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, 2004.

14

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# 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 4,
2004

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

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