**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**Form
      10-QSB/A**




(Mark
                One)x
            QUARTERLY
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934
              
              FOR
                THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2007o
            TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
              
              FOR
                THE TRANSITION PERIOD FROM __________ TO __________
              
              COMMISSION
                FILE NUMBER ________________




**TIMESHARE
      HOLDINGS, INC.**


(Name
      of
      small business issuer in its charter)





**Nevada**
              (State
                or other jurisdiction of incorporation or organization)
            **88-0476779**
              (I.R.S.
                Employer Identification No.)




**2350
      S. Jones Blvd., Ste. 101, Las Vegas, NV 89146**


(Address
      of principal executive offices)





Issuer’s
      telephone Number: **(702) 215-5830**





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 past 90 days. Yes x  No o





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act): Yes  x  No o





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: As of November 7, 2007, the issuer
      had 30,167,000 outstanding shares of Common Stock.





Transitional
      Small Business Disclosure Format (check one): Yes  o No x










EXPLANATORY
      NOTE





This
      quarterly report on Form 10-QSB/A ("Form 10-QSB/A") is being filed to amend
      our
      quarterly report on Form 10-QSB/A for the quarter ended September 30, 2007
      (the
      "Original Form 10-QSB"), which was filed with the Securities and Exchange
      Commission ("SEC") on December 9, 2007. This Form 10-QSB/A is being filed solely
      to revise the disclosure on the cover page to indicate that the registrant
      is a
      shell company. Pursuant to Rule 12b-15 under the Securities Exchange Act of
      1934, as amended, the Form 10-QSB/A contains current dated certifications from
      the Principal Executive Officer and the Principal Financial
      Officer.





We
      have
      not updated the information contained herein for events occurring subsequent
      to
      November 9, 2007, the filing date of the Original Form 10-QSB.




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**SIGNATURES**





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






**TIMESHARE
                HOLDINGS, INC.**Date:
                January 31, 2008
            By:
            /s/ *Paul
              Kenneth Thompson*Paul
                Kenneth ThompsonChief
                Executive Officer
              and
                Chairman of the BoardDate:
                January 31, 2008
            By:
            */s/ Frederick
              Henry Conte*Frederick
                Henry ConteChief
                Financial Officer, President and Director
















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