**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**









**FORM
      10-QSB**





**[
                X ]**
            **QUARTERLY
                REPORT UNDER SECTION 13 0R 15(****d****)
                OF THE SECURITIES EXCHANGE ACT OF
                1934**





For
      the
      quarterly period ended  **November
      30, 2005**





**[
                 ]**
            **TRANSITION
                REPORT UNDER SECTION 13 0R 15(****d****)
                OF THE SECURITIES EXCHANGE ACT OF
                1934**





For
      the
      transition period from_____________ to_____________








**Commission
      file number** **000-51571**








**NSM
                HOLDINGS, INC.**(Exact
                name of small business issuer as specified in its
                charter)








Incorporated
                in the State of Delaware
              (State
                or other jurisdiction of incorporation or organization)
            98-0425713
              (I.R.S.
                Employer Identification No.)Suite
                1106, 1200 West 73rdAvenue, Vancouver, British Columbia, V6P 6G5, Canada
              (Address
                of principal executive offices)604-671-8780
              (Issuer’s
                telephone number)n/a
              (Former
                name, former address and former fiscal year, if changed since last
                report)





Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days.


**[
      X ] Yes [ ] No**





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


**[
      ] 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.





**Class**
            **Outstanding
                at January 16, 2006**Shares
                of common stock - $0.001 par value
            3,445,000





Transitional
      Small Business Disclosure Format (Check one): **Yes
      [   ] No [ X ]**




***Page
          - 1***





**PART
      I - FINANCIAL INFORMATION**





**Item
      1.**  **Financial
      Statements.**








**NSM
      HOLDINGS, INC.**


**(a
      development stage company)**





**INTERIM
      FINANCIAL STATEMENTS**





**November
      30, 2005**





**(Unaudited)**







**Consolidated
      Balance Sheets**





**Consolidated
      Statements of
      Operations**





**Consolidated
      Statements of Cash Flows**





**Notes
      to the Consolidated Financial
      Statements**








***Page
          - 2***





NSM
      Holdings, Inc.


(A
      Development Stage Company)


Consolidated
      Balance Sheets


(Expressed
      in US dollars)





November
                30,
              2005
              $
            
            
            May
                31,
              2005
              $(unaudited)
            
            
            (audited)ASSETSCurrent
                AssetsCash
            
            3,829
            
            
            27,321Accounts
                receivable
            
            -
            
            
            554Inventory
            
            10,669
            
            
            8,106Prepaid
                and deposits
            
            497
            
            
            -Total
                Current Assets
            
            14,995
            
            
            35,981Property
                and Equipment (Note 3)
            
            430
            
            
            570Intangible
                Assets (Note 4)
            
            919
            
            
            1,102Total
                Assets
            
            16,344
            
            
            37,653LIABILITIES
                AND STOCKHOLDERS’ EQUITY (DEFICIT)Current
                LiabilitiesAccounts
                payable
            
            43,257
            
            
            30,297Accrued
                liabilities
            
            13,258
            
            
            11,019Due
                to a related party (Note 5(a))
            
            -
            
            
            1,194Total
                Liabilities
            
            56,515
            
            
            42,510Contingencies
                and Commitments (Notes 1 and 6)Stockholders’
                Equity (Deficit)Preferred
                Stock, 5,000 shares authorized, $0.001 par value
              None
                issued and outstanding
            
            -
            
            
            -Common
                Stock, 100,000,000 shares authorized, $0.001 par value
              3,445,000
                shares issued and outstanding
            
            3,445
            
            
            3,445Additional
                Paid in Capital
            
            60,933
            
            
            60,933Deficit
                Accumulated During the Development Stage
            
            (104,549
            )
            
            (69,235
            )Total
                Stockholders’ Equity (Deficit)
            
            (40,171
            )
            
            (4,857
            )Total
                Liabilities and Stockholders’ Equity (Deficit)
            
            16,344
            
            
            37,653







(The
      accompanying notes are an integral part of these consolidated financial
      statements)




***Page
          - 3***


NSM
      Holdings, Inc.


(A
      Development Stage Company)


Consolidated
      Statements of Operations


(Expressed
      in US dollars)


(unaudited)





Accumulated
              From
              April
                8, 2004
            
            
            Three
                Month
            
            
            Three
                Month
            
            
            Six
                Month
            
            
            Six
                Month(Date
                of Inception)
            
            
            Period
                Ended
            
            
            Period
                Ended
            
            
            Period
                Ended
            
            
            Period
                Endedto
                November 30,
            
            November
                30,
            
            
            November
                30,
            
            
            November
                30,
            
            
            November
                30,2005
            
            
            2005
            
            
            2004
            
            
            2005
            
            
            2004$
            
            
            $
            
            
            $
            
            
            $
            
            
            $Revenue
            
            27,490
            
            
            2,312
            
            
            13,742
            
            
            6,900
            
            
            20,590Cost
                of Sales
            
            (17,097
            )
            
            (1,592
            )
            
            (10,502
            )
            
            (3,048
            )
            
            (14,049
            )Gross
                Profit
            
            10,393
            
            
            720
            
            
            3,240
            
            
            3,852
            
            
            6,541ExpensesAmortization
            
            957
            
            
            161
            
            
            220
            
            
            323
            
            
            312Consulting
                fees
            
            10,557
            
            
            793
            
            
            1,019
            
            
            2,099
            
            
            4,423General
                and administrative
            
            5,118
            
            
            403
            
            
            1,216
            
            
            607
            
            
            3,005Management
                services (Note 5(b))
            
            8,899
            
            
            1,276
            
            
            805
            
            
            2,493
            
            
            2,271Professional
                fees
            
            83,148
            
            
            11,441
            
            
            14,611
            
            
            30,860
            
            
            19,731Rent
            
            6,263
            
            
            1,525
            
            
            (805
            )
            
            2,784
            
            
            333Total
                Expenses
            
            114,942
            
            
            15,599
            
            
            17,066
            
            
            39,166
            
            
            30,075Net
                Loss For the Period
            
            (104,549
            )
            
            (14,879
            )
            
            (13,826
            )
            
            (35,314
            )
            
            (23,534
            )Net
                Loss Per Share - Basic and Diluted
            
            
            
            
            (0.01
            )
            
            (0.01
            )
            
            (0.01
            )
            
            (0.01
            )Weighted
                Average Shares Outstanding
            
            
            
            
            3,445,000
            
            
            3,297,000
            
            
            3,445,000
            
            
            3,148,000








(The
        accompanying notes are an integral part of these consolidated financial
        statements)





***Page
          - 4***


NSM
      Holdings Inc.


(A
      Development Stage Company)


Consolidated
      Statements of Cash Flows


(Expressed
      in US dollars)


(unaudited)





Six
                Month
            
            
            Six
                MonthPeriod
                Ended
            
            
            Period
                EndedNovember
                30,
            
            
            November
                30,2005
            
            
            2004$
            
            
            $Operating
                ActivitiesNet
                loss for the period
            
            (35,314
            )
            
            (23,534
            )Adjustments
                to reconcile net loss to cash:Amortization
            
            323
            
            
            312Change
                in operating assets and liabilities:Decrease
                in accounts receivable
            
            554
            
            
            (16,308
            )(Increase)
                in prepaid and deposits
            
            (497
            )
            
            -Decrease
                in inventory
            
            (2,563
            )
            
            (7,341
            )(Decrease)
                in note payable
            
            -
            
            
            (7,342
            )Increase
                in accounts payable and accrued liabilities
            
            15,199
            
            
            24,979(Increase)
                decrease in due to related party
            
            (1,194
            )
            
            363Net
                Cash (Used By) Provided By Operating Activities
            
            (23,492
            )
            
            (14,189
            )Investing
                ActivitiesPurchase
                of property and equipment
            
            -
            
            
            (837
            )Web
                site development costs
            
            -
            
            
            -Net
                Cash Flows Used In Investing Activities
            
            -
            
            
            (837
            )Financing
                ActivitiesProceeds
                from issue of common stock, net of offering costs
            
            -
            
            
            61,878Net
                Cash Flows Provided By Financing Activities
            
            -
            
            
            61,878Increase
                (decrease) in Cash
            
            (23,492
            )
            
            46,852Cash
                - Beginning of Period
            
            27,321
            
            
            -Cash
                - End of Period
            
            3,829
            
            
            46,852Supplemental
                DisclosuresInterest
                paid
            
            -
            
            
            442Income
                taxes paid
            
            -
            
            
            -








(The
      accompanying notes are an integral part of these consolidated financial
      statements)





***Page
          - 5***


NSM
      Holdings, Inc.


(A
      Development Stage Company)


Notes
      to the Consolidated Financial Statements


November
      30, 2005


(unaudited)





1.  Development
      Stage Company




The
      Company was incorporated in the State of Delaware on April 8, 2004. The Company
      is a Development Stage Company, as defined by Statement of Financial Accounting
      Standard (“SFAS”) No.7 “ *Accounting
      and Reporting by Development Stage Enterprises* ”.
      The
      Company’s principal business is the sale of marine hobby products through its
      website “northernstarmall.com”.




These
      consolidated financial statements have been prepared on a going concern basis,
      which implies the Company will continue to realize its assets and discharge
      its
      liabilities in the normal course of business. The Company has incurred operating
      losses since inception and is unlikely to generate earnings in the immediate
      or
      foreseeable future. The continuation of the Company as a going concern is
      dependent upon the continued financial support from its shareholders, the
      ability of the Company to obtain necessary equity financing to continue
      operations and the attainment of profitable operations. As at November 30,
      2005 ,
      t he
      Company has a working capital deficiency of $41,520 and accumulated losses
      of
      $104,549 since inception. These
      financial statements do not include any adjustments to the recoverability and
      classification of recorded asset amounts and classification of liabilities
      that
      might be necessary should the Company be unable to continue as a going concern. These
      factors raise substantial doubt regarding the Company’s ability to continue as a
      going concern.




On
      July
      8, 2005, the Company filed an amended Form SB-2 Registration Statement (“SB-2”)
      with the United States Securities and Exchange Commission that was declared
      effective July 14, 2005 to register 945,000 shares of common stock held by
      existing shareholders for resale at a price of $0.10 per share. Also pursuant
      to
      the SB-2, the Company is offering up to 2,500,000 common shares at a price
      of
      $0.10 per share for maximum proceeds of $250,000 to the Company.








2.  Summary
      of Significant Accounting Policies




a)
            Basis
                of Presentation and Fiscal Year




These
      consolidated financial statements include the accounts of the Company and it’s
      wholly owned subsidiary, Northern Star Distributors Ltd., a private company
      incorporated in the Province of British Columbia, Canada. These consolidated
      financial statements and related notes are presented in accordance with
      accounting principles generally accepted in the United States, and are expressed
      in US dollars. The Company’s fiscal year-end is May 31.




b)
            Cash
                and Cash Equivalents




The
      Company considers all highly liquid instruments with maturity of three months
      or
      less at the time of issuance to be cash equivalents.




c)
            Use
                of Estimates




The
      preparation of financial statements in conformity with U.S. generally accepted
      accounting principles requires management to make estimates and assumptions
      that
      affect the reported amounts of assets and liabilities and disclosure of
      contingent assets and liabilities at the date of the financial statements and
      the reported amounts of revenues and expenses during the reporting period.
      Actual results could differ from those estimates.




d)
            Basic
                and Diluted Net Income (Loss) Per
                Share




The
      Company computes net income (loss) per share in accordance with Financial
      Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards
      (“SFAS”) No. 128, " *Earnings
      per Share* "
      which
      requires presentation of both basic and diluted earnings per share (EPS) on
      the
      face of the income statement. Basic EPS is computed by dividing net income
      (loss) available to common shareholders (numerator) by the weighted average
      number of shares outstanding (denominator) during the period. Diluted EPS gives
      effect to all dilutive potential common shares outstanding during the period
      using the treasury stock method and convertible preferred stock using the
      if-converted method. In computing Diluted EPS, the average stock price for
      the
      period is used in determining the number of shares assumed to be purchased
      from
      the exercise of stock options or warrants. Diluted EPS excludes all dilutive
      potential shares if their effect is anti dilutive.





***Page
          - 6***


NSM
      Holdings, Inc.


(A
      Development Stage Company)


Notes
      to
      the Consolidated Financial Statements


November
      30, 2005


(unaudited)





2.  Summary
      of Significant Accounting Policies (continued)




e)
            Share
                Offering Costs




Costs
      incurred related to share offerings are deducted from the proceeds of the
      related offerings. Costs incurred related to the registration of common stock
      held by existing shareholders of the Company are expensed as
      incurred.




f)
            Comprehensive
                Loss


SFAS
      No.
      130, “ *Reporting
      Comprehensive Income* ,”
      establishes standards for the reporting and display of comprehensive loss and
      its components in the financial statements. As at November 30, 2005
      and May 31, 2005 ,
      the
      Company has no items that represent a comprehensive loss and, therefore, has
      not
      included a schedule of comprehensive loss in the financial
      statements .




g)
            Inventory




Inventory
      is determined on a first-in, first-out basis and is stated at the lower of
      cost
      or market. Market is determined based on the net realizable value, with
      appropriate consideration given to obsolescence, excessive levels, deterioration
      and other factors.




h)
            Property
                and Equipment




Property
      and equipment consists of computer hardware, is recorded at cost and is being
      amortized on a straight-line basis over their estimated lives of three
      years.




i)
            Website
                Development Costs




The
      Company recognizes the costs associated with developing a website in accordance
      with the American Institute of Certified Public Accountants (“AICPA”) Statement
      of Position (“SOP”) No. 98-1, “ *Accounting
      for the Costs of Computer Software Developed or Obtained for Internal
      Use* ”.
      Relating to website development costs the Company follows the guidance pursuant
      to the Emerging Issues Task Force (EITF) No. 00-2, “ *Accounting
      for Website Development Costs* ”.




Costs
      associated with the website consist primarily of a domain name purchased from
      a
      third party, and web site design costs. These capitalized costs are amortized
      based on their estimated useful life over four years. Payroll and related costs
      have not been capitalized, as the amounts principally relate to maintenance.
      Internal costs related to the development of website content will be charged
      to
      operations as incurred.




j)
            Long-Lived
                Assets




In
      accordance with SFAS No. 144, “ *Accounting
      for the Impairment or Disposal of Long-Lived Assets* ”,
      the
      carrying value of intangible assets and other long-lived assets is reviewed
      on a
      regular basis for the existence of facts or circumstances that may suggest
      impairment. The Company recognizes impairment when the sum of the expected
      undiscounted future cash flows is less than the carrying amount of the asset.
      Impairment losses, if any, are measured as the excess of the carrying amount
      of
      the asset over its estimated fair value.




k)
            Financial
                Instruments and Concentrations




Financial
      instruments, which include prepaid expenses, accounts payable and accrued
      liabilities, were estimated to approximate their carrying values due to the
      immediate or short-term maturity of these financial instruments. The Company’s
      operations are in Canada resulting in exposure to market risks from changes
      in
      foreign currency rates. The financial risk is the risk to the Company’s
      operations that arise from fluctuations in foreign exchange rates and the degree
      of volatility of these rates. Currently, the Company does not use derivative
      instruments to reduce its exposure to foreign currency risk.




l)
            Income
                Taxes




Potential
      benefits of income tax losses are not recognized in the accounts until
      realization is more likely than not. The Company has adopted SFAS No. 109
“ *Accounting
      for Income Taxes* ”
as
      of
      its inception. Pursuant to SFAS No. 109 the Company is required to compute
      tax
      asset benefits for net operating losses carried forward. Potential benefit
      of
      net operating losses have not been recognized in these financial statements
      because the Company cannot be assured it is more likely than not it will utilize
      the net operating losses carried forward in future years.





***Page
          - 7***


NSM
      Holdings, Inc.


(A
      Development Stage Company)


Notes
      to
      the Consolidated Financial Statements


November
      30, 2005


(unaudited)





2.  Summary
      of Significant Accounting Policies (continued)




m)
            Foreign
                Currency Translation




The
      functional and reporting currency of the Company and its subsidiary is the
      United States dollar. Monetary assets and liabilities denominated in foreign
      currencies are translated to United States dollars in accordance with SFAS
      No.
      52 “ *Foreign
      Currency Translation* ”
using
      the exchange rate prevailing at the balance sheet date. Gains and losses arising
      on translation or settlement of foreign currency denominated transactions or
      balances are included in the determination of income. Foreign currency
      transactions are primarily undertaken in Canadian dollars. The Company has
      not,
      to the date of these financials statements, entered into derivative instruments
      to offset the impact of foreign currency fluctuations.




n)
            Revenue
                Recognition




The
      Company recognizes revenue from the online sale of marine hobby products in
      accordance with Securities and Exchange Commission Staff Accounting Bulletin
      No.
      104 (“SAB 104”), “ *Revenue
      Recognition in Financial Statements* .”
      Revenue consists of the sale of marine hobby products and is recognized only
      when the price is fixed or determinable, persuasive evidence of an arrangement
      exists, the product is shipped, and collectibility
      is reasonably assured .




Trade
      accounts receivable relate to the sale of marine hobby products. The Company
      sells to customers based on standard credit policies and regularly reviews
      accounts receivable for any bad debts.




o)
            Stock
                - Based Compensation




The
      Company records stock-based compensation in accordance with SFAS No. 123,
“ *Accounting
      for Stock-Based Compensation* ”.
      All
      transactions in which goods or services are provided to the Company in exchange
      for the issuance of equity instruments are accounted for based on the fair
      value
      of the consideration received or the fair value of the equity instrument issued,
      whichever is more reliably measurable. Equity instruments issued to employees
      and the cost of the services received as consideration are measured and
      recognized based on the fair value of the equity instruments issued. The Company
      does not currently have a stock option plan.




p)
            Recent
                Accounting Pronouncement




In
      May
      2005, the Financial Accounting Standards Board (FASB) issued SFAS No. 154, *“Accounting
      Changes and Error Corrections - A Replacement of APB Opinion No. 20 and SFAS
      No.
      3”.* SFAS 154
      changes the requirements for the accounting for and reporting of a change in
      accounting principle and applies to all voluntary changes in accounting
      principle. It also applies to changes required by an accounting pronouncement
      in
      the unusual instance that the pronouncement does not include specific transition
      provisions. SFAS 154 requires retrospective application to prior periods’
financial statements of changes in accounting principle, unless it is
      impracticable to determine either the period-specific effects or the cumulative
      effect of the change. The provisions of SFAS No. 154 are effective for
      accounting changes and correction of errors made in fiscal years beginning
      after
      December 15, 2005. The adoption of this standard is not expected to have a
      material effect on the Company’s results of operations or financial
      position




In
      December 2004, the FASB issued SFAS No. 153, “ *Exchanges
      of Nonmonetary Assets - An Amendment of APB Opinion No. 29* ”.
      The
      guidance in APB Opinion No. 29, “ *Accounting
      for Nonmonetary Transactions* ”,
      is
      based on the principle that exchanges of nonmonetary assets should be measured
      based on the fair value of the assets exchanged. The guidance in that Opinion,
      however, included certain exceptions to that principle. SFAS No. 153 amends
      Opinion No. 29 to eliminate the exception for nonmonetary exchanges of similar
      productive assets and replaces it with a general exception for exchanges of
      nonmonetary assets that do not have commercial substance. A nonmonetary exchange
      has commercial substance if the future cash flows of the entity are expected
      to
      change significantly as a result of the exchange. The provisions of SFAS No.
      153
      are effective for nonmonetary asset exchanges occurring in fiscal periods
      beginning after June 15, 2005. Early application is permitted and companies
      must
      apply the standard prospectively. The adoption of this standard did not have
      a
      material effect on the Company’s results of operations or financial
      position.





***Page
          - 8***





NSM
      Holdings, Inc.


(A
      Development Stage Company)


Notes
      to
      the Consolidated Financial Statements


November
      30, 2005


(unaudited)




2.  Summary
      of Significant Accounting Policies (continued)




p)
            Recent
                Accounting Pronouncements
                (continued)




In
      December 2004, FASB issued SFAS No. 123R *,
      “Share Based Payment”.* SFAS
      123R is a revision of SFAS No. 123 *“Accounting
      for Stock-Based Compensation”,* and
      supersedes APB Opinion No. 25, *“Accounting
      for Stock Issued to Employees”* and its
      related implementation guidance. SFAS 123R establishes standards for the
      accounting for transactions in which an entity exchanges its equity instruments
      for goods or services. It also addresses transactions in which an entity incurs
      liabilities in exchange for goods or services that are based on the fair value
      of the entity’s equity instruments or that may be settled by the issuance of
      those equity instruments. SFAS 123R focuses primarily on accounting for
      transactions in which an entity obtains employee services in share-based payment
      transactions. SFAS 123R requires a public entity to measure the cost of employee
      services received in exchange for an award of equity instruments based on the
      grant-date fair value of the award (with limited exceptions). That cost will
      be
      recognized over the period during which an employee is required to provide
      service in exchange for the award - the requisite service period (usually the
      vesting period). SFAS 123R requires that the compensation cost relating to
      share-based payment transactions be recognized in financial statements. That
      cost will be measured based on the fair value of the equity or liability
      instruments issued. Public entities that file as small business issuers will
      be
      required to apply SFAS 123R in the first interim or annual reporting period
      that
      begins after December 15, 2005. The adoption of this standard is not expected
      to
      have a material effect on the Company’s results of operations or financial
      position.




In
      March
      2005, the SEC staff issued Staff Accounting Bulletin No. 107 (“SAB 107”) to give
      guidance on the implementation of SFAS 123R. The Company will consider SAB
      107
      during implementation of SFAS 123R.




q)
            Interim
                Financial Statements




These
      interim unaudited financial statements have been prepared on the same basis
      as
      the annual financial statements and in the opinion of management, reflect all
      adjustments, which include only normal recurring adjustments, necessary to
      present fairly the Company’s financial position, results of operations and cash
      flows for the periods shown. The results of operations for such periods are
      not
      necessarily indicative of the results expected for a full year or for any future
      period.





3.  Property
      and Equipment


November
                30, 2005
            
            May
                31, 2005Accumulated
            
            Net
                Book
            
            Net
                BookCost
            
            Amortization
            
            Value
            
            Value$
            
            $
            
            $
            
            $(unaudited)
            
            (audited)Computer
                hardware
            837
            
            (407)
            
            430
            
            570





4.  Intangible
      Assets


November
                30, 2005
            
            May
                31, 2005Accumulated
            
            Net
                Book
            
            Net
                BookCost
            
            Amortization
            
            Value
            
            Value$
            
            $
            
            $
            
            $(unaudited)
            
            (audited)Website
                domain name
            1
            
            -
            
            1
            
            1Website
                development costs
            1,468
            
            (550)
            
            918
            
            1,1011,469
            
            (550)
            
            919
            
            1,102





5.  Related
      Party Balances/Transactions




a)
            The
                amount due to a related party was repaid during the six months ended
                November 30, 2005 and was non-interest bearing, unsecured with no
                specific
                terms of repayment.




b)
            During
                the six month period ended November 30, 2005, the Company paid $2,493
                (November 30, 2004 - $2,271) to the President of the Company for
                management services rendered.







***Page
          - 9***








NSM
      Holdings, Inc.


(A
      Development Stage Company)


Notes
      to
      the Consolidated Financial Statements


November
      30, 2005


(unaudited)








6.  Commitment




During
      the period ended November 30, 2005, the Company entered into a lease agreement
      commencing October 1, 2005 for office premises at a rate of CDN $6,000 per
      annum, for a one year term expiring September 30, 2006.








***Page
          - 10***





**Item
      2. Management’s Discussion and Analysis or Plan of
      Operation.**





THE
      FOLLOWING PRESENTATION OF MANAGEMENT’S DISCUSSION AND ANALYSIS OF NSM
      HOLDINGS, INC. SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION INCLUDED HEREIN.





NSM
      is a
      start-up, development stage company and has not yet generated or realized any
      significant revenues from its e-commerce business operations. During the last
      fiscal year, NSM focused its efforts on the e-commerce operations of its
      business, including the development of the Website its strategic alliances
      for
      marketing.





NSM’s
      auditors have provided an explanatory note in its financial statements that
      indicates that NSM is an initial development stage company and NSM’s ability to
      continue as a going concern is dependent on raising additional capital to fund
      future operations and ultimately to attain profitable operations. This means
      that NSM’s auditors believe there is substantial doubt that NSM can continue as
      an on-going business for the next twelve months unless NSM obtains additional
      capital to pay its bills. This is because NSM has not generated any significant
      revenues and no earnings are anticipated until NSM’s business operations become
      profitable.





NSM
      incurred net losses for the three month period ended November 30, 2004 and
      for
      the three month period ended November 30, 2005 of $13,826 and $14,879
      respectively.





NSM
      incurred net losses for the six month period ended November 30, 2004 and for
      the
      six month period ended November 30, 2005 of $23,534 and $35,314
      respectively.




To
      meet
      its need for cash, NSM will rely on the proceeds raised from its April 2004
      private placement, its September 2004 private placement, its current
      registration statement, and from revenues generated from its business
      operations. These proceeds will be applied to (1) the development of NSM’s
      website www.northernstarmall.com (the
“ **Website** ”),
      (2)
      the development and delivery of its products and services, (3) the operation
      of
      its business, and (4) working capital. NSM cannot guaranty that these proceeds
      will be enough for it to stay in business and Zuber Jamal does not know how
      long
      NSM can satisfy its cash requirements. If NSM requires additional proceeds,
      NSM
      will have to find alternative sources, like a public offering, a private
      placement of securities, or loans from its sole officer or others. At the
      present time, NSM has a current registration statement and offering filed with
      the United States Securities and Exchange Commission with a post effective
      amendment filed also. TO date, NSM has not raised any proceeds from this
      offering. NSM has not made any other arrangements to raise additional cash.
      If
      NSM needs additional cash and cannot raise it, NSM will either have to suspend
      operations until it does raise the cash, or cease operations entirely.





During
      the next 12 months, NSM has no current plan to (1) buy any specific additional
      plant or equipment, (2) conduct any significant research or development
      activities, or (3) to hire any employees.





NSM’s
      financial statements included in this annual report have been prepared without
      any adjustments that would be necessary if NSM becomes unable to continue as
      a
      going concern and would therefore be required to realize upon its assets and
      discharge its liabilities in other than the normal course of its business
      operations.




**Results
      of Operations**





Since
      inception, NSM’s business operations have been financed primarily from the
      proceeds of private placements. While NSM is currently generating some revenue,
      NSM does not anticipate earning significant revenues until it completes its
      plan
      of operation. There is no assurance that NSM will be able to complete its plan
      of operation.




***Page
          - 11***





During
      the period ended May 31, 2004, NSM completed a private placement in the amount
      of $25,000. A significant portion of the private placement funds was used to
      pay
      existing payables with the balance being spent on the preparation and filing
      of
      a registration statement. Also, in September 2004 NSM completed a $44,500
      financing through a private placement. There can be no assurances that
      additional equity or other financing will be available on terms acceptable
      to
      NSM.





**Revenue**





From
      inception (April 8, 2004) to November 30, 2005, NSM earned $27,490 in revenues.
      The concurrent cost of sales was $17,097, resulting in gross profit from
      operations of $10,393. During the same period, NSM incurred $114,942 in total
      expenses, as listed below under “Expenses”. Therefore, for the same period NSM
      had total net loss of $104,549.





For
      the
      three month period ended November 30, 2005, NSM realized $2,312 in sales of
      its
      products. The concurrent cost of sales was $1,592, resulting in gross profit
      from operations of $720. During the same period, NSM incurred $15,599 in total
      expenses, as listed below under “Expenses”. Therefore, for the three month
      period ended November 30, 2005 NSM had total net loss of $14,879.





For
      the
      three month period ended November 30, 2004, NSM realized $13,742 in sales of
      its
      products. The concurrent cost of sales was $10,502, resulting in gross profit
      from operations of $3,240. During the same period, NSM incurred $17,066 in
      total
      expenses, as listed below under “Expenses”. Therefore, the period ended November
      30, 2004 NSM had total net loss of $3,826.





**Expenses**





NSM’s
      expenses decreased by $1,467 or 8.6% from $17066 for the three month period
      ended November 30, 2004 to $15,599 for the three month period ended November
      30,
      2005. The decrease was primarily due to a $3,170 decrease in professional fees,
      a $2,330 increase in rent, a $813 decrease in general and administrative
      expenses, a $471 increase in management services, a $226 decrease in consulting
      fees, and a $59 decrease in amortization.




NSM
      had
      cash of $3,829 at November 30, 2005. For the three month period ended November
      30, 2005, NSM had a net loss of $14,879, including (a) office and general
      expenses of $1,928, which included rent of $1,525 and general administrative
      charges of $403; (b) professional fees of $11,441, which included legal fees
      of
      $6,691, accounting fees of $2,000 for preparation of the financial statements,
      and auditor’s fees of $2,750; (c) consulting fees of $793; (d) management
      service fees of $1,276; and (e) amortization of $161 for the accumulated
      amortization on the website.




For
      the
      three month period ended November 30, 2004, NSM had a net loss of $17,066,
      including (a) office and general expenses of $411, which included rent recovery
      of $805 and general administrative charges of $1,216; (b) professional fees
      of
      $14,611, which included legal fees of $8,111 for the organization of NSM, a
      private placement, and the preparation of a registration statement, accounting
      fees of $2,250 for preparation of the financial statements, and auditor’s fees
      of $4,250; (c) consulting fees of $1,019; (d) management service fees of $805;
      and (e) amortization of $220 for the accumulated amortization on the website.





**Liquidity
      and Financial Condition**





NSM
      had
      cash of $3,829 and working capital deficiency of $41,520 at November 30, 2005.
      During the period from inception (April 8, 2004) to November 30, 2005, NSM
      used
      $55,744 in cash for operating activities. Cash used in operations was financed
      by the sale of common stock of $61,878, net of offering cost of $7,622. NSM
      has
      accumulated a deficit of $104,549 since inception and has a stockholder’s
      deficit of $40,171.




***Page
          - 12***





There
      are
      no material defaults or past due amounts for the accounts payable or accrued
      liabilities. Accounts payable and accrued liabilities have increased since
      May
      31, 2004 due to costs associated with business operations, sale of products,
      and
      a registration statement.





As
      of May
      31, 2005, NSM’s total assets were $37,653 and its total liabilities were
      $42,510. As of November 30, 2005, NSM’s total assets were $16,344 and its total
      liabilities were $56,515. The decrease of $21,309 in the assets during the
      six
      month period ended November 30, 2005 was a direct result of a decrease of
      $23,492 in cash, a decrease of $554 in accounts receivable, a decrease of $140
      in property and equipment, and a decrease of $183 in intangible assets, offset
      by an increase of $2,563 in inventory and an increase of $497 in prepaids and
      deposits.





The
      increase of $14,005 in liabilities during the six month period ended November
      30, 2005 was a direct result of an increase of $12,960 in accounts payable
      and
      an increase of $2,239 in accrued liabilities, offset by a decrease of $1,194
      in
      liabilities due to a related party.





The
      decrease of $23,492 in cash during the six month period ended November 30,
      2005
      was a result of a loss during the period of $35,314 offset by changes in
      non-cash items, which included a decrease in inventory of $2,563, the payment
      of
      $1,194 due to a related party, an increase in accounts payable and accrued
      liabilities of $15,199, and other net increases of $380 relating to
      amortization, accounts receivable, prepaids and deposits.





NSM
      has
      no contingencies or long-term commitments.





NSM
      has
      not attained profitable operations and is dependent upon obtaining financing
      to
      continue and to expand its existing business operations and to complete its
      plan
      of operation. For these reasons, NSM’s auditors stated in their report that they
      have substantial doubt that NSM will be able to continue as a going
      concern.





NSM’s
      future business activities are dependent upon its ability to obtain third party
      financing in the form of debt and equity and ultimately to generate future
      profitable e-commerce activity or revenue from its product and services. Since
      inception (April 8, 2004) through to November 30, 2005, NSM has only generated
      $27,490 in revenues, and has experienced negative cash flow from its e-commerce
      activities. NSM may look to secure additional funds through future debt or
      equity financings. Such financings may not be available or may not be available
      on reasonable terms.





**Plan
      of Operations**





NSM
      has
      not had any significant revenues generated from its business operations since
      inception. Zuber Jamal expects that the revenues generated from its website
      for
      the next 12 months will not be enough for NSM’s required working capital. Until
      NSM is able to generate any consistent and significant revenue it may be
      required to raise additional funds by way of equity.





At
      any
      phase, if NSM finds that it does not have adequate funds to complete a phase,
      it
      may have to suspend its operations and attempt to raise more money so it can
      proceed with its business operations. If NSM cannot raise the capital to proceed
      it may have to suspend operations until it has sufficient capital.





NSM
      anticipates that it will require approximately $285,700 for additional
      organization and operation costs for the next 12 months, including $250,000
      for
      NSM’s plan of operations, as described below.





To
      become
      profitable and competitive, NSM needs to establish its Website as a
      comprehensive on-line shopping mall. To achieve this goal, Zuber Jamal has
      prepared the following phases for its plan of operation for the next 12
      months.





***Page
          - 13***





**Phase
      1 - Develop and populate Website (2 months)**





In
      Phase
      1, NSM plans to (1) upgrade and update the Website so that it is more visually
      appealing and technologically sound, (2) update its product line and visuals
      on
      the Website, and (3) implement a downloadable high resolution picture format
      for
      viewing its products. NSM has budgeted $50,000 for this phase and expects it
      to
      take two months to complete, with completion expected within the first two
      months of NSM’s plan of operation. Also in this phase, NSM will continue to
      maintain and populate the Website with new products and services.





**Phase
      2 - Implement marketing strategy (6 months)**





In
      Phase
      2, NSM plans to (1) hire personnel for sales, marketing and customer service,
      (2) create a marketing strategy for the Website and its products, (3) upgrade
      its newsletter, and (4) implement its marketing strategy on its target market,
      including international customers.





NSM’s
      marketing goals in this phase are to attract potential and repeat customers
      to
      the Website and have customers perceive the Website as a preferred source of
      unique maritime products that are packaged and delivered in a professional,
      authoritative and efficient manner.





NSM
      has
      budgeted $75,000 for this phase and expects it to take six months to complete
      with completion expected within the first six months of NSM’s plan of
      operation.





**Phase
      3 - Expand inventory and products (6 months)**





In
      Phase
      3, NSM plans to expand its product line to include more specialty kits, marine
      antiquities, marine prints, multimedia products, educational products, and
      radio-controlled products.





NSM’s
      expansion goals in this phase are to (1) expand its product line by 20 new
      products each year, (2) expand its business by offering products directly
      applicable to its retail model, and (3) position itself as an authority on
      the
      subject of marine based products and memorabilia and extend its product line
      to
      include other media such as antiquities, books and DVD’s.





NSM
      has
      budgeted $75,000 for this phase and expects it to take six months to complete,
      with completion expected within the second six months of NSM’s plan of
      operation.





**Phase
      4- Develop strategic alliances (4 months)**





In
      Phase
      4, NSM plans to develop and establish strategic alliances with (1) webmasters
      of
      various strategic sites on the Internet, (2) national retail chains, (3)
      museums, (4) educational institutions, (5) gift market, (6) product suppliers,
      and (7) national and international shipping companies.





NSM’s
      strategic alliance goals in this phase are to (1) create relationships with
      the
      strategic alliances to help attract traffic to the Website and to the reciprocal
      hyperlinks, banner ads or profiles on their sites, (2) assist in the marketing
      strategy, (3) capitalize on the extensive market reach of the strategic
      alliances, (4) help fill rates and provide inventory in an allotted processing
      time, and (5) develop customer service with timely and economical delivery
      of
      products to customers.





Currently,
      NSM has identified some suitable strategic partners for its products and
      services but has yet to finalize the terms of such a partnership. During this
      phase, NSM will identify more strategic partners and contact them to negotiate
      a
      strategic alliance.





NSM
      has
      budgeted $50,000 for this phase and expects it to take four months to complete,
      with completion expected within the final four months of NSM’s plan of
      operation


***Page
          - 14***


**Critical
      Accounting Policies**





NSM’s
      discussion and analysis of its financial condition and results of operations,
      including the discussion on liquidity and capital resources, are based upon
      its
      financial statements, which have been prepared in accordance with accounting
      principles generally accepted in the United States. The preparation of these
      financial statements requires Zuber Jamal to make estimates and judgements
      that
      affect the reported amounts of assets, liabilities, revenues and expenses,
      and
      related disclosure of contingent assets and liabilities. Actual results could
      differ from those estimates. Some unique factors that will affect these
      estimates include the continuation of NSM as a going concern, the collectibility
      of trade accounts receivable, and the valuation of inventory.





Also,
      any
      reasonable change in these factors listed above could impact NSM’s reported
      results, financial position and liquidity. For instance, if NSM is unable to
      continue as a going concern, it may be forced to liquidate its inventory on
      hand
      for less than cost resulting in negative impact on gross margin. Also, if NSM’s
      assumptions about the collectibility of trade accounts receivable differs from
      actual collections, this would have a negative impact on reported
      results.





On
      an on
      going basis, Mr. Jamal re-evaluates his estimates and judgments, including
      but
      not limited to, those related to revenue recognition and collectibility of
      accounts receivable. Critical accounting policies identified are as
      follows:





Revenue
      Recognition and Accounts Receivable





NSM
      recognizes revenue from the online sale of marine hobby products in accordance
      with Securities and Exchange Commission Staff Accounting Bulletin No. 104
“ *Revenue
      Recognition in Financial Statements* ”.
      Revenue consists of the sale of marine hobby products and is recognized only
      when the price is fixed or determinable, persuasive evidence of an arrangement
      exists, the product is shipped, and collectibility is reasonably
      assured.





Trade
      accounts receivable relate to the sale of marine hobby products. NSM sells
      to
      customers based on standard credit policies and regularly reviews accounts
      receivable for any bad debts. As of November 30, 2005, no allowance for doubtful
      accounts is considered necessary.





Website
      Development Costs





NSM
      recognizes the costs associated with developing a website in accordance with
      the
      American Institute of Certified Public Accountants (“AICPA”) Statement of
      Position (“SOP”) No. 98-1, “ *Accounting
      for the Costs of Computer Software Developed or Obtained for Internal
      Use* ”.
      Relating to website development costs the Company follows the guidance pursuant
      to the Emerging Issues Task Force (EITF) No. 002, “ *Accounting
      for Website Development Costs”* .





Costs
      associated with the website consist primarily of a domain name purchased from
      a
      third party, and web site design costs. These capitalized costs are amortized
      based on their estimated useful life over four years. Payroll and related costs
      have not been capitalized, as the amounts principally relate to maintenance.
      Internal costs related to the development of website content will be charged
      to
      operations as incurred.





Foreign
      Currency Transaction




The
      functional and reporting currency of both NSM and Northern Star is the United
      States dollar. Monetary assets and liabilities denominated in foreign currencies
      are translated to United States dollars in accordance with SFAS No. 52
“ *Foreign
      Currency Translation* ”
using
      the exchange rate prevailing at the balance sheet date. Gains and losses arising
      on translation or settlement of foreign currency denominated transactions or
      balances are included in the determination of income. Foreign currency
      transactions are primarily undertaken in Canadian dollars. NSM has not, to
      the
      date of these financials statements, entered into derivative instruments to
      offset the impact of foreign currency fluctuations.




***Page
          - 15***





Going
      Concern Issue




The
      going
      concern basis of presentation assumes NSM will continue in operation throughout
      the next fiscal year and into the foreseeable future and will be able to realize
      its assets and discharge its liabilities and commitments in the normal course
      of
      business. Certain conditions currently exist that raise substantial doubt upon
      the validity of this assumption. The financial statements do not include any
      adjustments that might result from the outcome of the uncertainty.





Inventory




NSM
      values inventory at the lower of cost or market. Cost is determined on a first
      in, first out basis. Market is determined based on the net realizable value.
      NSM
      will write down inventory balances for estimated obsolescence or unmarketable
      inventory equal to the difference between the cost of inventory and the
      estimated market value based upon assumptions about future demand and market
      conditions. If actual market conditions are less favourable than those projected
      by management, additional inventory write-downs may be required.





**Internal
      and External Sources of Liquidity**





NSM
      has
      funded its operations principally from its April 2004 and September 2004
      non-public offering. NSM currently has an effective registration statement
      with
      which it is trying to raise up to $250,000 at $0.10 per share. NSM has not
      yet
      sold any of this public offering.





**Inflation**





Zuber
      Jamal, the sole officer and director of NSM, does not believe that inflation
      will have a material impact on its future operations.





**Uncertainties
      Relating To Forward-Looking Statements**





This
      Form
      10-QSB Quarterly Report contains “forward-looking statements” within the meaning
      of the Private Securities Litigation Reform Act of 1995. Certain information
      contained or incorporated by reference in this Annual Information Form,
      including the information set forth as to the future financial or operating
      performance of NSM, constitutes “forward-looking statements”. These statements
      may be identified by their use of words like “plans”, “expect”, “aim”,
“believe”, “projects”, “anticipate”, “intend”, “estimate”, “will”, “should”,
“could”, “contemplate”, “target”, “continue”, “budget”, “may”, “schedule”, and
      other similar expressions that indicate future events and trends and identify
      forward-looking statements. All statements, other than historical statements
      of
      fact, that address expectations or projections about the future, including
      statements about NSM’s strategy for growth, product development, market
      position, expenditures and financial results, are forward-looking
      statements.





Forward-looking
      statements in this Form 10-QSB include statements regarding (1) expectation
      that
      revenue will increase during fiscal 2006; (2) expectation participant base
      increasing; (3) expectation of future operating expenses increasing; (4)
      expectation that the development of NSM’s business will cause wages, marketing
      and promotional costs to increase; (5) expectation that working capital needs
      for fiscal 2006 will be funded through the equity capital markets and private
      financings; (6) expectation of future developments of content, features, and
      services to be provided on the website; and (7) expectation that inflation
      will
      not have a material impact on future operations. All forward-looking statements
      are made as of the date of filing of this Form 10-QSB and NSM disclaims any
      duty
      to update such statements.




***Page
          - 16***





Certain
      parts of this Form 10-QSB may contain “forward-looking statements” within the
      meaning of the Securities Exchange Act of 1934 based on current managements
      expectations. Actual results could differ materially from those in the forward
      looking statements due to a number of uncertainties including, but not limited
      to, those discussed in this section. Factors that could cause future results
      to
      differ from these expectations include general economic conditions, particularly
      related to demand the features and services offered on NSM’s website; changes in
      business direction or strategy; competitive factors (including competitors
      introducing superior services); pricing pressure (including competitors offering
      similar services at lower prices); inability to attract, develop or retain
      technical, consulting, managerial, agents, or independent contractors; and
      changes in participant’s tastes. As a result, the identification and
      interpretation of data and other information and their use in developing and
      selecting assumptions from and among reasonable alternatives requires the
      exercise of judgment. To the extent that the assumed events do not occur, the
      outcome may vary substantially from anticipated or projected results, and
      accordingly, no opinion is expressed on the achievability of those
      forward-looking statements. No assurance can be given that any of the
      assumptions relating to the forward-looking statements specified in the
      following information are accurate, and NSM assumes no obligation to update
      any
      such forward-looking statements.





NSM
      may,
      from time to time, make oral forward-looking statements. NSM strongly advises
      that the above paragraph and the risk factors described in NSM’s annual report
      and in NSM’s other documents filed with the United States Securities and
      Exchange Commission should be read for a description of certain factors that
      could cause the actual results of NSM to materially differ from those in the
      oral forward-looking statements. NSM disclaims any intention or obligation
      to
      update or revise any oral or written forward-looking statements whether as
      a
      result of new information, future events or otherwise.





**Item
      3. Controls and Procedures.**





**Disclosure
      Controls and Procedures**





Zuber
      Jamal, NSM’s Chief Executive Officer and Chief Financial Officer, has evaluated
      the effectiveness of NSM’s disclosure controls and procedures (as such term is
      defined in Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934
      (the “Exchange Act” )) as of the end of the period covered by this quarterly
      report (the “Evaluation Date”). Based on such evaluation, Mr. Jamal has
      concluded that, as of the Evaluation Date, NSM’s disclosure controls and
      procedures are effective in alerting NSM on a timely basis to material
      information required to be included in its reports filed or submitted under
      the
      Exchange Act.





**Changes
      in Internal Controls**





During
      the quarter of the fiscal year covered by this report, there were no changes
      in
      NSM’s internal controls or, to NSM’s knowledge, in other factors that have
      materially affected, or are reasonably likely to materially affect, these
      controls and procedures subsequent to the date NSM carried out this evaluation.





**PART
      II - OTHER INFORMATION**





**Item
      1. Legal Proceedings.**





NSM
      is
      not a party to any pending legal proceedings and, to the best of NSM’s
      knowledge, none of NSM’s assets are the subject of any pending legal
      proceedings.





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





During
      the quarter of the fiscal year covered by this report, (i) NSM did not modify
      the instruments defining the rights of its shareholders, (ii) no rights of
      any
      shareholders were limited or qualified by any other class of securities, and
      (iii) NSM did not sell any unregistered equity securities.





***Page
          - 17***




On
      July
      14, 2005, the Securities and Exchange Commission declared NSM’s Form SB-2
      Registration Statement effective, file number 333-120993, permitting NSM to
      offer up to 2,500,000 shares of common stock at $0.10 per share. There was
      no
      underwriter involved in NSM’s public offering. On December 30, 2005, NSM filed a
      post-effective amendment to the Form SB-2 Registration Statement.




As
      of the
      date of this report, NSM not sold any shares of common stock in the public
      offering.




**Item
      3. Defaults Upon Senior Securities.**





During
      the quarter of the fiscal year covered by this report, no material default
      has
      occurred with respect to any indebtedness of NSM. Also, during this quarter,
      no
      material arrearage in the payment of dividends has occurred.





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





No
      matter
      was submitted to a vote of security holders through the solicitation of proxies
      or otherwise, during the first quarter of the fiscal year covered by this
      report.





**Item
      5. Other Information.**





During
      the quarter of the fiscal year covered by this report, NSM reported all
      information that was required to be disclosed in a report on Form
      8-K.





**Item
      6. Exhibits.**





**(a)**
            **Index
                to and Description of
                Exhibits**





All
      Exhibits required to be filed with the Form 10-QSB are incorporated by reference
      to NSM’s previously filed Form SB-2 and Form 10-KSB.


**Exhibit**
            **Description**
            **Status****3.1**
            Certificate
                of Incorporation for NSM Holdings, Inc., filed as an Exhibit to NSM’s
                registration statement on Form SB-2/A filed on April 12, 2005, and
                incorporated herein by reference.
            Filed**3.2**
            By-laws
                of NSM Holdings, Inc., filed as an Exhibit to NSM’s registration statement
                on Form SB-2/A filed on April 12, 2005, and incorporated herein by
                reference.
            Filed**3.3**
            Certificate
                of Incorporation for Northern Star Distributors Ltd., filed as an
                Exhibit
                to NSM’s registration statement on Form SB-2/A filed on April 12, 2005,
                and incorporated herein by reference.
            Filed**3.4**
            Notice
                of Articles for Northern Star Distributors Ltd., filed as an Exhibit
                to
                NSM’s registration statement on Form SB-2/A filed on April 12, 2005,
                and
                incorporated herein by reference.
            Filed**3.5**
            Articles
                of Northern Star Distributors Ltd., filed as an Exhibit to NSM’s
                registration statement on Form SB-2/A filed on April 12, 2005, and
                incorporated herein by reference.
            Filed**10.1**
            Asset
                Purchase Agreement dated April 30, 2004, between Northern Star
                Distributors Ltd. and Hansa Capital Corp., filed as an Exhibit to
                NSM’s
                registration statement on Form SB-2/A filed on April 12, 2005, and
                incorporated herein by reference.
            Filed






***Page
          - 18***






**Exhibit**
            **Description**
            **Status**


**10.2**
            Sublease
                dated April 1, 2004, between David Higano and Northern Star Distributors
                Ltd., filed as an Exhibit to NSM’s registration statement on Form SB-2/A
                filed on April 12, 2005, and incorporated herein by reference
            Filed**10.3**
            Lease
                dated October 1, 2005 between Officesuites At Airport Square and
                Northern
                Star Distributors Ltd., filed as an Exhibit to NSM’s Form 10-KSB filed on
                October 13, 2005, and incorporated herein by reference
            Filed**31**
            Certifications
                pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
            Included**32**
            Certification
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002.
            Included**99.1**
            Code
                of Ethics, filed as an Exhibit to NSM’s Form 10-KSB filed on October 13,
                2005, and incorporated herein by reference.
            Filed











**SIGNATURES**








In
      accordance with the requirements of the Securities Exchange Act of 1934, NSM
      Holdings, Inc. has caused this report to be signed on its behalf by the
      undersigned duly authorized person.








**NSM
      HOLDINGS, INC.**







*By:
      /s/ Zuber Jamal*


Name:  **Zuber
      Jamal**


Title **:**  **Director,
      CEO and CFO**


Dated:  **January
      17, 2005**





***Page
          - 19***










**Exhibit
      31**







***Page
          - 20***







**NSM
      HOLDINGS, INC** **.**


**CERTIFICATIONS
      PURSUANT TO**


**SECTION
      302 OF THE SARBANES-OXLEY ACT OF 2002**






**CERTIFICATION**






I,
      Zuber
      Jamal, certify that:






1.
 
      I have reviewed this quarterly report on Form 10-QSB of NSM 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 report;




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




4.
      The
      small business issuer’s other certifying officer(s) and I are responsible for
      establishing and maintaining disclosure controls and procedures (as defined
      in
      Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
      reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
      small business issuer and have:




(a)
      Designed such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under our supervision, to ensure that
      material information relating to the small business issuer, including its
      consolidated subsidiaries, is made known to us by others within those entities,
      particularly during the period in which this report is being prepared;




(b)
      Designed such internal control over financial reporting, or caused such internal
      control over financial reporting to be designed under our supervision, to
      provide reasonable assurance regarding the reliability of financial reporting
      and the preparation of financial statements for external purposes in accordance
      with generally accepted accounting principles;




(c)
      Evaluated the effectiveness of the small business issuer’s disclosure controls
      and procedures and presented in this report our conclusions about the
      effectiveness of the disclosure controls and procedures, as of the end of the
      period covered by this report based on such evaluation; and




(d)
      Disclosed in this report any change in the small business issuer’s internal
      control over financial reporting that occurred during the small business
      issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal
      quarter in the case of an annual report) that has materially affected, or is
      reasonably likely to materially affect, the small business issuer’s internal
      control over financial reporting; and




5.
      The
      small business issuer’s other certifying officer(s) and I have disclosed, based
      on our most recent evaluation of internal control over financial reporting,
      to
      the small business issuer’s auditors and the audit committee of the small
      business issuer’s board of directors (or persons performing the equivalent
      functions):




(a)
      All
      significant deficiencies and material weaknesses in the design or operation
      of
      internal control over financial reporting which are reasonably likely to
      adversely affect the small business issuer’s ability to record, process,
      summarize and report financial information; and




(b)
      Any
      fraud, whether or not material, that involves management or other employees
      who
      have a significant role in the small business issuer’s internal control over
      financial reporting.






Date:
      January 17, 2005






*/s/
      Zuber Jamal*


Zuber
      Jamal


Chief
      Executive Officer




***Page
          - 21***




**NSM
      HOLDINGS, INC** **.**


**CERTIFICATIONS
      PURSUANT TO**


**SECTION
      302 OF THE SARBANES-OXLEY ACT OF 2002**






**CERTIFICATION**






I,
      Zuber
      Jamal, certify that:




1.
 
      I have reviewed this quarterly report on Form 10-QSB of NSM 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 report;




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




4.
      The
      small business issuer’s other certifying officer(s) and I are responsible for
      establishing and maintaining disclosure controls and procedures (as defined
      in
      Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
      reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
      small business issuer and have:




(a)
      Designed such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under our supervision, to ensure that
      material information relating to the small business issuer, including its
      consolidated subsidiaries, is made known to us by others within those entities,
      particularly during the period in which this report is being prepared;




(b)
      Designed such internal control over financial reporting, or caused such internal
      control over financial reporting to be designed under our supervision, to
      provide reasonable assurance regarding the reliability of financial reporting
      and the preparation of financial statements for external purposes in accordance
      with generally accepted accounting principles;




(c)
      Evaluated the effectiveness of the small business issuer’s disclosure controls
      and procedures and presented in this report our conclusions about the
      effectiveness of the disclosure controls and procedures, as of the end of the
      period covered by this report based on such evaluation; and




(d)
      Disclosed in this report any change in the small business issuer’s internal
      control over financial reporting that occurred during the small business
      issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal
      quarter in the case of an annual report) that has materially affected, or is
      reasonably likely to materially affect, the small business issuer’s internal
      control over financial reporting; and




5.
      The
      small business issuer’s other certifying officer(s) and I have disclosed, based
      on our most recent evaluation of internal control over financial reporting,
      to
      the small business issuer’s auditors and the audit committee of the small
      business issuer’s board of directors (or persons performing the equivalent
      functions):




(a)
      All
      significant deficiencies and material weaknesses in the design or operation
      of
      internal control over financial reporting which are reasonably likely to
      adversely affect the small business issuer’s ability to record, process,
      summarize and report financial information; and




(b)
      Any
      fraud, whether or not material, that involves management or other employees
      who
      have a significant role in the small business issuer’s internal control over
      financial reporting.






Date:
      January 17, 2005






*/s/
      Zuber Jamal*


Zuber
      Jamal


Chief
      Financial Officer




***Page
          - 22***







**Exhibit
      32**






***Page
          - 23***




**CERTIFICATION
      PURSUANT TO**


**18
      U.S.C. SECTION 1350,**


**AS
      ADOPTED PURSUANT TO**


**SECTION
      906 OF THE SARBANES-OXLEY ACT OF 2002**













In
      connection with the Quarterly Report of NSM Holdings, Inc. (“NSM”) on Form
      10-QSB for the period ending November 30, 2005 as filed with the Securities
      and
      Exchange Commission on the date hereof (the “Report”), I, Zuber Jamal,
      President, Chief Executive Officer of NSM and sole member of the Board of
      Directors, certify, pursuant to s.906 of the Sarbanes-Oxley Act of 2002, that:






(1)
        The Report fully complies with the requirements of section 13(a) or 15(d)
      of the Securities Exchange Act of 1934; and




(2)
        The information contained in the Report fairly represents, the financial
      condition and result of operations of NSM.








*/s/
      Zuber Jamal*


Zuber
      Jamal


Chief
      Executive Officer


January
      17, 2005




***Page
          - 24***




**CERTIFICATION
      PURSUANT TO**


**18
      U.S.C. SECTION 1350,**


**AS
      ADOPTED PURSUANT TO**


**SECTION
      906 OF THE SARBANES-OXLEY ACT OF 2002**













In
      connection with the Quarterly Report of NSM Holdings, Inc. (“NSM”) on Form
      10-QSB for the period ending November 30, 2005 as filed with the Securities
      and
      Exchange Commission on the date hereof (the “Report”), I, Zuber Jamal, Chief
      Financial Officer of NSM and sole member of the Board of Directors, certify,
      pursuant to s.906 of the Sarbanes-Oxley Act of 2002, that:






(1)
        The Report fully complies with the requirements of section 13(a) or 15(d)
      of the Securities Exchange Act of 1934; and




(2)
        The information contained in the Report fairly represents, the financial
      condition and result of operations of NSM.








*/s/
      Zuber Jamal*


Zuber
      Jamal


Chief
      Financial Officer


January
      17, 2005






***Page
          - 25***