---

# SECURITIES AND EXCHANGE COMMISSION

# WASHINGTON, D.C. 20549

# FORM 10-QSB

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

For the
quarterly period ended September 30, 2002

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

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 November 12, 2002.

---

# FORM 10-QSB
SIN HOLDINGS, INC.

# INDEX

`Page
PART I.   Financial Information

          Item 1.  Financial Statements (unaudited)                                 3

          Consolidated Balance Sheets, September 30, 2002 (unaudited)
          and December 31, 2001                                                     3

          Unaudited Consolidated Statements of Operations for the three months
          Ended September 30, 2002 and 2001                                         4

          Unaudited Consolidated Statements of Operations for the nine months
          Ended September 30, 2002 and 2001                                         5

          Unaudited Consolidated Statements of Cash Flows, for the nine months
          ended September 30, 2002 and 2001                                         6

          Item 2.  Management's Discussion and Analysis of Financial
          Condition                                                                 9

          Item 3. Controls and Procedures                                          12

PART II.  Other Information

          Item 2.  Changes in Securities and Use of Proceeds                       12

          Item 6.  Exhibits and Reports on Form 8-K                                12

          Signatures                                                               13

          Certifications                                                           14`

---

# PART I
 FINANCIAL INFORMATION

## Item 1.
Financial Statements (unaudited)

# SIN
HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS

`September 30,  December 31,
                                                                  2002           2001
                                                              ------------   -----------
                                                               (Unaudited)
                                     ASSETS
Current assets
  Cash .......................................................   $  9,924    $  1,136
  Accounts receivable ........................................        190         190
  Prepaid expenses ...........................................          0          75
                                                                 --------    --------
        Total current assets .................................     10,114       1,401

Long term assets
  Equipment ..................................................        992         992
  Less Accumulated Depreciation ..............................       (604)       (356)
                                                                 --------    --------
        Total long term assets ...............................        388         636

Other assets
  Goodwill (Net of accumulated amortization of $616 and
        $616 for the periods ending December 31, 2001 and
        September 30, 2002, respectively) ....................      5,071       5,071
  Deferred offering costs ....................................       --        17,531
                                                                 --------    --------

        Total other assets ...................................      5,071      22,602

TOTAL ASSETS .................................................   $ 15,573    $ 24,639
                                                                 ========    ========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities
  Accounts payable ...........................................   $  5,756    $  3,429
  Loan from shareholder ......................................      1,500       1,500
  Unearned revenue ...........................................        190         390
                                                                 --------    --------
        Total current liabilities ............................      7,446       5,319
                                                                 --------    --------
Long term liabilities
  Notes Payable ..............................................     20,261        --
                                                                 --------    --------
        Total long term liabilities ..........................     20,261        --
                                                                 --------    --------
Stockholders' equity
  Preferred stock, par value $0.001, 10,000,000 shares
 authorized; 100,000 shares issued or outstanding ............        100         100
  Common stock, par value $0.001, 30,000,000 shares
 authorized; 7,278,000 shares issued and outstanding at
 September 30, 2002 and 6,000,000 shares issued and
  outstanding at December 31, 2001 ...........................      7,278       6,000
  Additional paid-in capital .................................      8,611      20,875
  Accumulated Deficit ........................................    (28,123)     (7,655)
                                                                 --------    --------
        Total stockholders' equity (deficit) .................    (12,134)     19,320
                                                                 --------    --------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) .........   $ 15,573    $ 24,639
                                                                 ========    ========`

See notes to
unaudited consolidated financial statements.

---

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

`For the Three Months Ended
                                                                   September 30,
                                                            --------------------------
                                                                 2002           2001
                                                                 ----           ----

Net Sales ..............................................   $       570    $       870

Cost of Goods Sold .....................................          --             --
                                                           -----------    -----------

Gross Profit ...........................................           570            870

Selling, General and Administrative Expenses ...........         6,322          2,988
                                                           -----------    -----------

Income from Operations .................................        (5,752)        (2,118)

Other Income (Expense)
  Interest Income ......................................            38             17
  Interest Expense .....................................           (80)           (59)
                                                           -----------    -----------

Total Other Income (Expense) ...........................           (42)           (42)
                                                           -----------    -----------

Income (Loss) Before Income Taxes ......................        (5,794)        (2,160)

Income Tax Expense .....................................          --             --
                                                           -----------    -----------

Net Loss ...............................................   $   (5,794)    $    (2,160)
                                                           ===========    ===========

Accumulated Deficit, beginning of period ...............   $   (22,329)   $    (3,674)
                                                           ===========    ===========

Accumulated Deficit, end of period .....................   $   (28,123)   $    (5,834)
                                                           ===========    ===========

Weighted average shares outstanding ....................     7,278,000      6,000,000
                                                           ===========    ===========

Earnings (loss) per share ..............................   $     (0.00)   $     (0.00)
                                                           ===========    ===========`

See notes to
unaudited consolidated financial statements.

---

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

`For the nine months
                                                                ended September 30,
                                                               ---------------------
                                                                2002           2001
                                                                ----           ----

NET SALES .............................................   $     1,910    $     4,000

COST OF GOODS SOLD ....................................          --             --
                                                          -----------    -----------

GROSS PROFIT ..........................................         1,910          4,000


SELLING, GENERAL AND ADMINISTRATIVE EXPENSES ..........        22,386          9,506
                                                          -----------    -----------

INCOME FROM OPERATIONS ................................       (20,476)        (5,506)

OTHER INCOME (EXPENSE)
   Interest income ....................................           126            139
   Interest expense ...................................          (118)           (66)
                                                          -----------    -----------

     Total other income ...............................             8             73
                                                          -----------    -----------

INCOME (LOSS) BEFORE INCOME TAXES .....................       (20,468)        (5,433)

Income tax expense ....................................          --             --
                                                          -----------    -----------

NET LOSS ..............................................       (20,468)        (5,433)
                                                          -----------    -----------

ACCUMULATED DEFICIT, beginning of period ..............        (7,655)          (401)
                                                          -----------    -----------

ACCUMULATED DEFICIT, end of period ....................   $   (28,123)   $    (5,834)
                                                          ===========    ===========

Weighted average number of shares outstanding .........     7,043,934      6,000,000
                                                          ===========    ===========

Net income (loss) per common share ....................   $     (0.00)   $     (0.00)
                                                          ===========    ===========`

See notes to
unaudited consolidated financial statements.

---

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

`For the nine months
                                                            ended September 30,
                                                            -------------------
                                                             2002         2001
                                                             ----         ----
CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss .........................................   $(20,468)   $ (5,433)
     Adjustments to reconcile net loss to net cash
       Flows from operating activities:
         Amortization .................................          0         426
         Depreciation .................................        248         263
         Rent .........................................        675         675
         Change in:
           Increase in Accounts receivable ............          0        (190)
           Decrease in Prepaid expenses ...............         75           0
           Decrease (Increase) in Deferred
             Offering expenses ........................     17,531     (14,475)
           Increase in Accounts payable ...............      2,327       4,147
           Decrease in Unearned revenue ...............       (200)       (700)
                                                          --------    --------

         Net Cash Flows from in Operating Activities ..        188     (15,287)
                                                          --------    --------

CASH FLOWS FROM FINANCING ACTIVITIES
       Capital Contributions ..........................       --         8,000
       Proceeds from Notes Payable ....................     20,022        --
       Proceeds from Issuance of Common Stock .........      1,278
       Accrued Interest on Notes Payable ..............        239        --
       Offering Expenses ..............................    (12,939)       --
                                                          --------    --------

     Net Cash Flows from Financing Activities .........      8,600       8,000
                                                          --------    --------

NET INCREASE (DECREASE) IN CASH .......................      8,788      (7,287)

CASH AND CASH EQUIVALENTS
         Beginning of period ..........................      1,136      10,465
                                                          --------    --------

         End of period ................................   $  9,924    $  3,178
                                                          ========    ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
 Cash paid during the period for:
         Income taxes .................................   $   --      $   --
                                                          ========    ========

         Interest .....................................   $   --      $   --
                                                          ========    ========`

See notes to
unaudited consolidated financial statements.

---

# SIN
HOLDINGS, INC. AND SUBSIDIARY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
September 30, 2002

## 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, 2001.

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.

## 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.

## Depreciation
and Amortization

The Financial Accounting
Standards Board (FASB) issued Statement of Financial Accounting
Standards (Statement) No. 142, Goodwill and Other Intangible
Assets, which provides, among other things, for the nonamortization of
goodwill and intangible assets with indefinite useful lives. The Company adopted
FASB Statement No. 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, commencing in the fourth quarter of
2002.

## 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

SFAF 130 - Reporting
Comprehensive Income, requires companies to present comprehensive income
(consisting primarily of net income plus other direct equity changes and
credits) and its components as part of the basic consolidated financial
statements. For the year ended December 31, 2001 and the nine months ended
September 30, 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 September 30, 2002,
100,000 shares of the Companys preferred stock were issued and
outstanding.

---

# SIN
HOLDINGS, INC. AND SUBSIDIARY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
September 30, 2002 (Continued)

## 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 September 30, 2002, 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 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.

In July of 2002, the
Company terminated its lease with Stan Mingus, the former owner of Senior-Inet
the Proprietorship. The Company moved all equipment that was in Mr. Mingus
care to its administrative offices which the Companys sole executive
officer, director and shareholder provides 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., which is owned by the
Companys President.

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.

The Company has an
unsecured note payable to Desert Bloom Investments, a shareholder, due on
November 30, 2002, unless extended at the option of the shareholder. The note
bears no interest unless not paid, in which case interest will be charged at the
rate of 10% annually.

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. 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 $7,654 expiring between the years
2020 and 2021. The tax benefit of these net operating losses, which totals
approximately $1,150, has been offset by a full allowance for realization.

## NOTE E 
PURCHASE OF SENIOR-INET, A SOLE PROPRIETORSHIP

The Companys
subsidiary, Senior-Inet, Inc., purchased all of the assets of Senior-Inet, a
Sole Proprietorship, as of December 1, 2000 for $5,000 cash, as well as the
assumption of certain liabilities. The purchase was recorded as
follows:

`Assets
         Equipment         $    992
         Goodwill             5,688
Liabilities
         Liabilities         (1,680)
         Cash payment      $  5,000`

As discussed in Note A,
during the first quarter of 2002, the Company completed its impairment review
and determined that goodwill was not impaired.

## NOTE F  OFFERING
OF DEBT AND EQUITY SECURITIES

On December 14, 2001, SIN
Holdings, Inc. commenced an offering of Units pursuant to the Securities Act of
1933 and Regulation A promulgated thereunder. Each Unit had an offering price of
$100 and consisted of one three-year promissory note in the principal amount of
$94 with simple interest at 10.64% per annum, plus 6,000 shares of common stock
offered at $0.001 per share (an aggregate price of $6.00 for the 6,000 shares).
Price per share for the common stock was determined in reference to the previous
sale of common stock for cash.

The Company closed its
offering February 19, 2002 after receiving subscriptions for 213 Units, or an
aggregate of $20,022 in Promissory Notes. The maturity date of the promissory
notes is three years from the date of the closing of the offering for the sale
of the minimum units offered (200 units), or February 19, 2005. As of September
30, 2002 accrued interest on these notes totaled approximately $239.

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.

---

## 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). On December 1, 2000,
Senior-Inet acquired all of the assets of a sole proprietorship (the
Proprietorship), also named Senior-Inet, for $5,000 in
cash and the assumption of certain liabilities. At that time, we 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. Stan Mingus owned and operated the
Proprietorship from May 1, 1996, until its acquisition by 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 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.

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 annual contracts with two
assisted living care facilities in Colorado Springs; 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 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 the balance of 2002. 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 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. Our future quarterly and annual reports will provide information
concerning our achieving these goals.

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 and 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. 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. In
September of 2002, the Company hired an independent sales consultant working on
a commission only basis to assist the Companys President in securing new
subscribers.

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.

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, 2001 and has not been profitable
during the first three quarters of 2002.

## Three Month
Periods Ended September 30, 2002 And 2001

The Company had $570 in
revenue from continuing operations for the three-month period ended September
30, 2002 and revenue of $870 for the same three-month period in 2001. Revenues
were lower in the quarter ended September 30, 2002 because the Company had fewer
subscribers and did not add any new subscribers during the period. Revenues for
the period ended September 30, 2002 were from ongoing subscribers.

General and administrative
expenses for the three-month periods ended September 30, 2002 were $6,322
compared to $2,988 for the same period in 2001. Expenses consisted of general
corporate administration, rent, Internet service provider and computer expenses,
legal and professional expenses and accounting and auditing costs. Increased
expenses for the period ended September 30, 2002 were primarily due to increased
legal 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 $5,794 for the three months ended
September 30, 2002 as compared to net loss of $2,160 for the same period in
2001.

## Nine Month
Periods Ended September 30, 2002 And 2001

For the nine months ended
September 30, 2002, we realized revenue of $1,910 compared to revenues of $4,000
for the nine months ended September 30, 2001. Loss from operations increased
because we incurred accounting and legal fees associated with filing our
registration statement on Form 10-SB under the Exchange Act.

Revenues decreased $2,090,
or 52%, for the nine-month period ended September 30, 2002 compared to the same
period in 2001. We had, on average, three fewer subscribers and did not add any
new subscribers during the nine-month period ended September 30, 2002 compared
to the same period in 2001.

General and administrative
expenses for the nine-month period ended September 30, 2002 were $22,386
compared to $9,506 for the same period in 2001, an increase of approximately
135%. Nearly all the increases in our expenses for the period were due to
increased legal and accounting expenses in connection with filing Form 10-SB
under the Exchange Act.

As a result of the
foregoing factors, the Company realized a net loss for the nine-month period
ended September 30, 2002 of $20,468 compared to a net loss of $5,433 for the
nine months ended September 30, 2001.

## LIQUIDITY AND
CAPITAL RESOURCES

At September 30, 2002 the
Company had assets consisting of $9,924 cash on hand and accounts receivable of
$190 for total current assets of $10,114. Current liabilities consisted of
accounts payable of $5,756, a note payable to a shareholder of $1,500 and
unearned revenue of $190 for total current liabilities of $7,446.

The Company believes that
its current and anticipated future cash requirements for the next six months can
be met with the cash on hand and from revenue from current customers. However,
should the Company find it necessary to raise additional capital, the Company
may sell common stock of the Company or enter into debt financing agreements.

Over the next nine 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. The Company intends to engage the services of outside sales
consultants to assist Mr. Sinohui in growing its subscriber base. In September
of 2002, we hired one outside sales consultant to work on a commission only
basis. We plan to bring on additional 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 may need additional capital; however, the Company intends to bootstrap
its growth over the next nine months. 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

The Companys Chief
Executive Officer and Chief Financial Officer, after evaluating the
effectiveness of the Companys disclosure controls and procedures (as
defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of
1934, as amended) as of a date within 90 days of the filing of this quarterly
report (the Evaluation Date), have concluded that, as of the
Evaluation Date, the Companys disclosure controls and procedures were
effective to ensure the timely collection, evaluation and disclosure of
information relating to the Company that would potentially be subject to
disclosure under the Securities Exchange Act of 1934, as amended, and the rules
and regulations promulgated thereunder. There were no significant changes in the
Companys internal controls or in other factors that could significantly
affect the internal controls subsequent to the Evaluation Date.

# PART II.
OTHER INFORMATION

## ITEM 2.
CHANGES IN SECURITIES AND USE OF PROCEEDS

## Sale of
Unregistered Securities.

On December 14, 2001, the
Company commenced an offering of Units pursuant to Regulation A promulgated
under the Securities Act of 1933. Each Unit had an offering price of $100 and
consisted of one three-year promissory note in the principal amount of $94 with
simple interest at 10.64% per annum, plus 6,000 shares of common stock offered
at par value of $0.001 per share (an aggregate price of $6.00 for the 6,000
shares). The Company closed its offering February 19, 2002 after receiving
subscriptions for 213 Units from 17 subscribers, for an aggregate of $20,022 in
Promissory Notes and 1,278,000 shares of common stock. The maturity date of the
promissory notes 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.
Interest on the notes is payable at 10.64% per annum quarterly. The shares of
common stock may be transferred separately upon issuance. No underwriter was
involved in the offer or sale of the securities in the offering.

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

Exhibits:  No exhibits are
included with this quarterly report on Form 10-QSB.

Reports on Form 8-K: No
reports on Form 8-K were filed by the Company during the quarter ended September
30, 2002.

---

# SIGNATURES

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

SIN HOLDINGS, INC.

Date:
          November 12, 2002
            
   
            
        By   /s/ Steve S. Sinohui
          
             
             
             
              
             
             Steve
S. Sinohui, President

---

# CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Steve S. Sinohui, Chief
Executive Officer and Chief Financial Officer of the Company, pursuant to 18 USC
§ 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of
2002, certify that:

1. I have reviewed this
quarterly report on Form 10-QSB of SIN Holdings, Inc.;

2. Based on my knowledge,
this quarterly report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not misleading with
respect to the period covered by this quarterly report;

3. Based on my knowledge,
the financial statements, and other financial information included in this
quarterly report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this quarterly report;

4. The registrants
other certifying officers and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and
15d-14) for the registrant and have:

a)
designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b)
evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and

c)
presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrants
other certifying officers and I have disclosed, based on our most recent
evaluation, to the registrants auditors and the audit committee of
registrants board of directors (or persons performing the equivalent
functions):

a)
all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal controls; and

b)
any fraud, whether or not material, that involves management or other employees
who have a significant role in the registrants internal controls; and

6. The registrants
other certifying officers and I have indicated in this quarterly report whether
or not there were significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent to the date of our
most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

| | /s/ Steve S. Sinohui
Steve S. Sinohui, Chief Executive Officer
and Chief Financial Officer
| | ------------------------------------------------------------------------------------------

Date: November 12, 2002

---