May 31, 2005

Deren Smith
President and Director
Source Direct Holdings, Inc.
4323 Commerce Circle
Idaho Falls, Idaho 83401

Re:	Source Direct Holdings, Inc.
	Registration Statement on Form SB-2
	Filed on May 5, 2005
	File No. 333-124669

Dear Mr. Smith:

      This is to advise you that we reviewed only those portions
of
the above filing that relate to the following comments.  No
further
review of the filing has been or will be made.

      Where indicated, we think you should revise your documents
in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General

1. We note that your officers and directors file Section 16
reports
and that your most recent Form 10-KSB states that your common
stock is
registered pursuant to section 12(g) of the Exchange Act. However,
we
do not see the form you have filed to register your class of
common
stock under the Exchange Act of 1934. Please advise.

Signature Page

2. If true, please identify Deren Smith as your principal
executive
officer and Kevin Arave as your principal financial and principal
accounting officer.

Report of Independent Registered Public Accounting Firm

3. Have your auditors revise their report to include the conformed
signature which exactly matches the name of the audit firm
registered
with the PCAOB.  Additionally, please review for correctness the
footnote reference presented in the fourth paragraph of their
report.

4. We note your auditors, Mantyla McReynolds, LLC, are duly
registered
and in good standing to practice in Utah.  However, Mantyla
McReynolds
is not currently licensed in Idaho where your company is located.
Tell us why you selected a Utah based accounting firm to audit the
financial statements of an Idaho based company.  Tell us if the
audit
was physically performed in Utah or Idaho.  Also, confirm to us
that
the operations and assets of your company are physically located
in
Idaho.  Please note that it is your responsibility to provide
financial statements audited by an auditor who meets the
requirements
of Rule 2-01(a) of Regulation S-X.  Tell us how you have met the
requirements of Rule 2-01(a) of Regulation S-X.  Also tell us what
consideration you gave to Idaho state laws governing audits of
Idaho
companies performed by accountants from other states.

Closing Comments

	As appropriate, please amend your filing in response to these
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information.  Detailed cover letters
greatly facilitate our review.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have
made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in connection with our review of your
filing or
in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering of
the securities specified in the above registration statement.  We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

	We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please direct questions regarding accounting comments to
Bret
Johnson at (202) 551-3753, or in his absence, to John Cash at
(202)
551-3768. Direct questions on other disclosure issues to Brigitte
Lippmann at (202) 551-3713 or Lesli Sheppard at (202) 551-3708. In
this regard, please do not hesitate to contact the undersigned at
(202) 551-3760.

Sincerely,



Pamela A. Long
Assistant Director

cc:	C. Parkinson Lloyd, Esq.
	Durham Jones & Pinegar
	111 East Broadway, Suite 900
	Salt Lake City, Utah 84111

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Deren Smith
Source Direct Holdings, Inc.
May 31, 2005
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE