UNITED STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





Form
10-Q/ A




(Mark
      One)x
            QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
              FOR
      THE QUARTERLY PERIOD ENDED MARCH 31, 2008o
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
              FOR
      THE TRANSITION PERIOD FROM __________ TO __________
              
              COMMISSION
      FILE NUMBER ________________




TIMESHARE HOLDINGS,
INC.


(Exact
name of registrant as specified 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, Zip Code)





(702)
215-5830


(Registrant’s
telephone number, including area code)











Indicate
by check mark whether the registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act 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. Yes
x   No
o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of “large accelerated filer,”  “accelerated filer” and
“smaller reporting company” in Rule 12b-2 of the Exchange Act.




Large accelerated
      filer o
            Accelerated
      fileroNon-accelerated
      filero
            Smaller reporting
      company x





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




The
number of shares of registrant’s common stock outstanding, as of May 12, 2008
was 30,167,000








1





This
quarterly report on Form 10-Q/A ("Form 10-Q/A") is being filed to amend our
quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2008 (the
"Original Form 10-Q"), which was originally filed with the Securities and
Exchange Commission ("SEC") on May 14, 2008. Accordingly, pursuant to Rule
12b-15 under the Securities Exchange Act of 1934, as amended, the Form 10-Q/A
contains current dated certifications from the Principal Executive Officer and
the Principal Financial Officer. The Form 10-Q/A is being amended to reflect
certain clerical errors contained therein.







TABLE
OF CONTENTS




PagePART
      I - FINANCIAL INFORMATIONItem
      1.       Financial Statements
            
            
            3Item
      2.       Management’s Discussion and Analysis or
      Plan of Operation
            
            
            11Item
      3.       Quantitative and Qualitative Disclosures
      About Market Risk
            
            
            12Item
      4.        Controls and
      Procedures
            
            
            12PART
      II - OTHER INFORMATIONItem
      1.       Legal Proceedings
            
            
            13Item
      2.       Unregistered Sales of Equity Securities
      and Use of Proceeds
            
            
            13Item
      3.       Defaults Upon Senior
      Securities
            
            
            13Item
      4.       Submission of Matters to a Vote of
      Security Holders
            
            
            13Item
      5.       Other Information
            
            
            13Item
      6.       Exhibits
            
            
            13SIGNATURES
            
            
            14






2














PART
I - FINANCIAL INFORMATION




Item 1.   Financial
Statements.


Timeshare
Holdings, Inc.


(A
Development Stage Company)
 Consolidated
Balance Sheets
  Current
      Assets
                
                March
      31,
                  2008
                
                
                December
      31,
                  2007Cash
                
                $
                3,928
                
                
                $
                2,191Receivable
                
                
                13,284
                
                
                
                5,323Prepaid
      Expense
                
                
                5,056
                
                
                
                5,056Total
      Current Assets
                
                
                22,268
                
                
                
                12,570Fixed
      AssetsFurniture,
      Fixture &Equipment (Net)
                
                
                15,010
                
                
                
                15,910Total
      FixedAssets
                
                
                15,010
                
                
                
                15,910OtherAssetsDeposit
                
                
                9,127
                
                
                
                9,127TotalOther Assets
                
                
                9,127
                
                
                
                9,127TOTALASSETS
                
                $
                46,405
                
                
                $
                37,607LIABILITIESANDSTOCKHOLDERS'
      {DEFICIT)Current
      LiabilitiesAccounts
      Payable
                
                $
                156,890
                
                
                $
                136,843Accrued
      Interest
                
                
                46,527
                
                
                
                38,774Accrued
      Expenses
                
                
                62,204
                
                
                
                51,376Stock
      Deposits
                
                
                7,500Note
      Payable- Related Party
                
                
                297,010
                
                
                
                277,060Total CurrentLiabilities
                
                
                570,131
                
                
                
                504,053TotalLiabilities
                
                
                570,131
                
                
                
                504,053CommitmentsStockholders'
      (Deficit)Common
      stock - March 31, 2008: 300,000,000 Shares Authorized
                  at
      $0.001 Par Value; 30,167,000 Issued and Outstanding;
                
                
                30,167
                
                
                
                30,167Additional
      Paid-In-Capital
                
                
                6,068,239
                
                
                
                6,068,239Deficit
      accumulated during the Development Stage
                
                
                (6,622,132
                )
                
                
                (6,564,852
                )Total
      Stockholders'(Deficit)
                
                
                (523,726
                )
                
                
                (466,446
                )TOTAL
      LIABILITIES ANDSTOCKHOLDERS'
      (DEFICIT)
                
                $
                46,405
                
                
                $
                37,607
  The
accompanying notes are an integral part of these consolidated financial
statements.
  3
   Timeshare
Holdings, Inc.
 (A
Development Stage Company)
 Consolidated
Statements of Operations
    Three
      Months Ended
                
                
                Accumulated
      from July 12, 2005March
      31,
                
                
                (inception)
      through Mach 31,2008
                
                
                2007
                
                
                2008(unaudited)Revenues,
      Net
                
                $
                -
                
                
                $
                -
                
                
                $
                -Operating
      ExpensesSalaries
                
                
                12,994
                
                
                
                11,191
                
                
                
                197,527Compensation
      Cost
                
                
                
                
                
                
                90,059
                
                
                
                5,632,306Professional
      Fees
                
                
                10,439
                
                
                
                35,867
                
                
                
                326,981General
      &Administrative
                
                
                38,549
                
                
                
                16,980
                
                
                
                437,835Total
      Operating Expenses
                
                
                61,982
                
                
                
                154,097
                
                
                
                6,594,649LossFrom Operations
                
                
                (61,982
                )
                
                
                (154,097
                )
                
                
                (6,594,649
                )Other
      Income (Expense)Other
      Income
                
                
                12,724
                
                
                
                0
                
                
                
                26,575Interest
      Expense
                
                
                (8,022
                )
                
                
                (6,599
                )
                
                
                (54,058
                )Total
      Other Income(Expense)
                
                
                4,702
                
                
                
                (6,599
                )
                
                
                (27,483
                )Loss
      Before Income Taxes
                
                
                (57,280
                )
                
                
                (160,696
                )
                
                
                (6,622,132
                )Income
      Tax ExpenseNet
      Loss
                
                $
                (57,280
                )
                
                $
                (160,696
                )
                
                $
                (6,622,132
                )Basic
      and fully diluted earnings per share:Loss
      per share
                
                $
                (0.00
                )
                
                $
                (0.01
                )Weighted
      average shares outstanding
                
                
                30,167,000
                
                
                
                30,008,303
 
 
 The
accompanying notes are an integral part of these consolidated financial
statements.
  4
    Timeshare
Holdings, Inc.
 (A
Development Stage Company)
 Statements
of Stockholders' Deficit
  For the
Period July 12, 2005 (Inception) to March 31, 2008
  Common
      Stock
                
                
                Paid
      in Capital
                
                
                Accumulated
                
                
                Total
                  Stockholders'Shares
                
                
                Amount
                
                
                
                
                
                Deficit
                
                
                EquityBalance,
      July 12, 2005
                
                
                -
                
                
                $
                -
                
                
                $
                -
                
                $
                -
                
                
                $
                -Shares issued for
      Founders
                  @ $0.01 per
      share
                
                
                21,563,483
                
                
                
                21,564
                
                
                
                (13,064
                )
                
                
                
                
                
                8,500Shares
      issued for cash
                  @ $0.79 per
      share
                
                
                253,688
                
                
                
                254
                
                
                
                199,746
                
                
                
                
                
                
                200,000Loss
      for the period endedDecember
      31, 2005
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (182,947
                )
                
                
                (182,947
                )Balance
      December 31, 2005
                
                
                21,817,171
                
                
                
                21,818
                
                
                
                186,682
                
                
                
                (182,947
                )
                
                
                25,553Shares
      Issued for cash
                  $0.79 per
      share
                
                
                88,791
                
                
                
                88
                
                
                
                69,912
                
                
                
                
                
                
                
                70,000Shares
      issued for services
                  @ $0.71 per
      share
                
                
                7,805,981
                
                
                
                7,806
                
                
                
                5,534,441
                
                
                
                
                
                
                
                5,542,247Loss
      for the year endedDecember
      31, 2006
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (5,979,396
                )
                
                
                (5,979,396
                )Balance
      December 31, 2006
                
                
                29,711,943
                
                
                
                29,712
                
                
                
                5,791,035
                
                
                
                (6,162,343
                )
                
                
                (341,596
                )Shares
      Issued for cash
                  @ $0.79 per
      share
                
                
                152,213
                
                
                
                152
                
                
                
                119,848
                
                
                
                
                
                
                
                120,000Shares
      Issued for services
                  @ $0.71 per
      share
                
                
                126,844
                
                
                
                127
                
                
                
                89,932
                
                
                
                
                
                
                
                90,059Shares
      issued pursuant to
                  a
      Private Placement for cash
                  @ $0.10 per
      share
                
                
                76,000
                
                
                
                76
                
                
                
                7,524
                
                
                
                
                
                
                
                7,600Contributed
      Capital
                
                
                
                
                
                
                
                
                
                
                10,000
                
                
                
                
                
                
                
                10,000Shares
      issued for cash
                  @ $0.50 per
      share
                
                
                100,000
                
                
                
                100
                
                
                
                49,900
                
                
                
                
                
                
                
                50,000Loss
      for the year endedDecember
      31, 2007
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (402,509
                )
                
                
                (402,509
                )Balance
      December 31, 2007
                
                
                30,167,000
                
                
                $
                30,167
                
                
                $
                6,068,239
                
                
                $
                (6,564,852
                )
                
                $
                (466,446
                )Loss
      for Quarter endedMarch
      31, 2008
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (57,280
                )
                
                
                (57,280
                )Balance
      March 31, 2008 (unaudited)
                
                
                30,167,000
                
                
                $
                30,167
                
                
                $
                6,068,239
                
                
                $
                (6,622,132
                )
                
                $
                (523,726
                )
   The
accompanying notes are an integral part of these consolidated financial
statements.
 5
  Timeshare
Holdings, Inc.
 (A
Development State Company)
 Consolidated
Statements of Cash Flows
   Accumulated
      from July 12, 20053
      Months Ended
                  March
      31,
                
                
                (inception)
      through March 31,2008
                
                
                2007
                
                
                2008(unaudited)Cash
      Flows from Operating Activities:Net
      (Loss)
                
                $
                (57,280
                )
                
                $
                (160,696
                )
                
                $
                (6,622,132
                )Common
      stock issued for services
                
                
                -
                
                
                
                90,059
                
                
                
                5,640,806Depreciation
      &Amortization
                
                
                900
                
                
                
                908
                
                
                
                7,927Changes
      in Operating Assets and Liabilities:(Increase)
      Decrease in Accounts Receivable
                
                
                (7,961
                )
                
                
                -
                
                
                
                (13,284
                )(Increase)
      Decrease in Prepaid Expense
                
                
                -
                
                
                
                (3,000
                )
                
                
                (5,056
                )Increase
      (Decrease) in Accounts Payable
                
                
                20,047
                
                
                
                (44,967
                )
                
                
                156,890increase
      (Decrease) in Accrued Interest
                
                
                7,753
                
                
                
                6,003
                
                
                
                46,527Increase
      (Decrease) in Accrued Liabilities
                
                
                10,828
                
                
                
                -
                
                
                
                62,204Net
      Cash (Used) by Operating Activities
                
                
                (25,713
                )
                
                
                (111,693
                )
                
                
                (726,118
                )Cash
      Flows from Investing Activities:Deposits
                
                
                -
                
                
                
                -
                
                
                
                (9,127
                )Purchase
      of Property and Equlpment
                
                
                -
                
                
                
                -
                
                
                
                (22,937
                )Net
      Cash (Used) by Investing Activities
                
                
                -
                
                
                
                -
                
                
                
                (32,064
                )Cash
      Flows from Financing Activities:Proceeds
      from Stock Deposits
                
                
                7,500
                
                
                
                
                
                
                
                7,500Proceeds
      drom Stock Issuances
                
                
                -
                
                
                
                120,000
                
                
                
                447,600Capital
      Contributed
                
                
                -
                
                
                
                -
                
                
                
                10,000Proceeds
      from Notes Payable - Related Party
                
                
                19,950
                
                
                
                3,750
                
                
                
                340,203Repayment
      of Notes Payable - Related Party
                
                
                
                
                
                
                (6,200
                )
                
                
                (43,193
                )Net
      Cash Provided by Financing Activities
                
                
                27,450
                
                
                
                117,550
                
                
                
                762,110Increase
      (Decrease) In Cash
                
                
                1,737
                
                
                
                5,857
                
                
                
                3,928Cash
      and Cash Equivalents at Begining of Period
                
                
                2,191
                
                
                
                225
                
                
                
                -Cash
      and Cash Equivalents at End of Period
                
                $
                3,928
                
                
                $
                6,082
                
                
                $
                3,928Cash
      Paid for:Intrest
                
                $
                -
                
                
                $
                596
                
                
                $
                6,813Income
      Taxes
                
                $
                -
                
                
                $
                -
                
                
                $
                -Non
      cash Financing Activites:Common
      Stock Issued for services
                
                $
                -
                
                
                $
                90,059
                
                
                $
                5,640,806Common
      Stock Issued for Subscriptions Payable
                
                $
                
                
                
                $
                7,000
                
                
                $
                7,000
    The
accompanying notes are an integral part of these consolidated financial
statements.
 6
   Timeshare
Holdings, Inc.
 (A
Development State Company)
 Notes to
the Consolidated Financial Statements (unaudited)
 March 31,
2008
  NOTE 1 – SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
  The
consolidated financial statements presented are those of Timeshare Holdings,
Inc.,("THoldings")
anditswholly-owned
subsidiary,TimeShareLoans.com, Inc., ("TSL"),
a
 development
stage company. The consolidated entity presented herewith utilizes the financial
history of TSL prior to the merger, more fully described in the following
paragraphs. Collectively, they are referred to herein as the
"Company".
  TSL was
incorporated in Nevada on July 12, 2005 with the goal of providing consumer
financing for those individuals and entities seeking to acquire, dispose or
refinance timeshare intervals or equivalents through a secondary or resale
market. Pursuant to Statement of Financial Accounting Standard No.7, "Accounting
and Reporting by Development Stage Enterprises", the Company is classified as a
development stage company.
  On March
9, 2007 TSL and THoldings entered into the Agreement and Plan of Reorganization,
("The Agreement"). In this transaction TSL was merged with THoldings, a shell
corporation incorporated in Nevada on January 30, 2007. It is Managements'
belief that this transaction is properly reflected as a reverse merger for
accounting purposes and the financial statement presentation is a reflection of
that belief. TSL continues as the operating entity while THoldings is reflected
as the parent company for legal purposes. As a result, we affected a forward
stock split of our outstanding shares of common stock on a pro-rata basis which
resulted in all 29,991,000 common shares of THoldings being issued to the
shareholders of TSL in exchange for all 1,182,700 outstanding common shares of
TSL.TSL became awholly
owned subsidiary of THoldings.
  At the
time of consolidation, no reverse merger adjustment was needed in that there
were no shareholders in the parent company at the time of the merger. The
financial information from inception includes the financial results of the
Company from its inception on July 12, 2005 to March 31, 2008.
  The
financial information included in this periodic report should be read in
conjunction with the consolidated financial statement of the Company for
quarterly periods ended March 31, 2007, and the annual period ending December
31, 2007, and related notes thereto included in form SB-2 filed with the United
States Securities and Exchange Commission ("SEC") on August 13, 2007, and the
SB-2A filed with the SEC on September 28,2007.
  The
Company is headquartered in Las Vegas, Nevada and also maintains anoffice in
Irvine, California.
  Interim
Financial Reporting
  The
accompanying condensed financial statements of the Company have been prepared by
the Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and disclosures normally
included in financial statements prepared in accordance with accounting
principles generally accepted in the United States have been condensed or
omitted pursuant to such rules and regulations. These condensed financial
statements reflect all adjustments (consisting only of normal recurring
adjustments) that, in the opinion of management, are necessary to present
fairly
  7
 Timeshare
Holdings, Inc.
 (A
Development State Company)
 Notes to
the Consolidated Financial Statements (unaudited)
 March 31,
2008
  NOTE 1 –
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
  the
results of operations of the Company for the periods presented. These condensed
financial statements should be read in conjunction with the financial statements
and the notes thereto included in the Company's Forms 10-KSB for the year ended
December 31, 2007 and forms SB-2 and SB-2Afor the year ended
December 31, 2006. The results of operations for the three months ended March
31, 2008, are not necessarily indicative of the results that may be expected for
the fiscal year ending December 31, 2008.
  Earnings
Per Share
  Basic
earnings per share excludes dilution and is computed by dividing net income
available to common shareholders by the weighted average number of common shares
outstanding for the period. Diluted earnings per share reflects the potential
dilution that could occur if securities or other contracts to insure common
stock were exercised or converted into common stock or resulted in the issuance
of common stock that shared in the earnings of the Company. The Company did not
have any outstanding common stock equivalents at March 31,
2008
  March 31,
              
              March
      31Basic
      earnings per share:
              2008
              
              2007Net
      loss
              $
              (57,280
              )
              $
              (160,696
              )Weighted
      average shares
              
              30,167,000
              
              
              30,008,303Loss
      per share
              $
              (.00
              )
              $
              (.01
              )
 
  NOTE 2 –
GOING CONCERN
  The
accompanying Financial Statements have been prepared assuming that the Company
will continue asa going
concern. The Company currently has no revenues, and is dependent upon raising
capital to continue operations. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty. Itis Management's plan to
generate additional working capital from an Initial Public Offering to
investors, and then begin offering a new and better way to accommodate purchases
and re-finances of resale timeshares by consumers.
  NOTE 3 -
RELATED PARTY TRANSACTIONS
  The
Company has issued Promissory Notes to corporate officers, directors and
investors who are shareholders of the company. The Notes are unsecured, bare
interest at rates of 7%-12% per annum and are due on demand. Accrued interest as
of March 31, 2008 was $46,527.
  The
Company's CEO, funded the Company with a Promissory Note for $7,500, at an
interest rate of 12%in
2005, and also funded the Company with Promissory Notes for $45,190, at an
interest rate of 10% and $40,493, at an interest rate of 12% in 2006. The
Company's CEO funded the Company with Promissory Notes totaling $ 30,898 at an
interest rate of 12% in the twelve month period ended December 31, 2007. The
Company has repaid a portion of these
  8
    Timeshare
Holdings, Inc.
 (A
Development State Company)
 Notes to
the Consolidated Financial Statements (unaudited)
 March 31,
2008
 NOTE 3 -
RELATED PARTY TRANSACTIONS (continued)
  notes in
the amount of $43,193 during the twelve month period ended December 31, 2007.
All notes are unsecured and due on demand. Accrued interest for the quarter
ended March 31, 2008 was $2,239. Total accrued interest through March 31, 2008
was $14,754. The Company's CEO indirectly owns 10,311,000 shares, 34.1% of the
total issued and outstanding shares, through a family trust.
  The
Company's President and Treasurer, funded the Company with a Promissory Note of
$7,000, at an interest rate of 10% in 2005, funded the Company with Promissory
Notes of $151,064, at an interest rate of 12% in 2006, and also $8,108 at an
interest rate of 12% in the twelve month period ended December 31, 2007. All
notes are unsecured and due on demand. During the three month period ended March
31, 2008 the President and Treasurer funded the Company with $7,950 at an
interest rate of 12%. Accrued interest for the three month period ended March
31, 2008 was $4,738. Total accrued interest through March 31, 2008 was $30,042.
The Company's President and Treasurer indirectly owns 6,514,000 shares, 21.5% of
the total issued and outstanding shares, through a family trust.
  In the
period ending December 31, 2007 the company issued Promissory Notes in the
amount of $30,000 to investors that are also shareholders of Timeshare Holdings,
Inc. These Promissory Notes bear interest at a rate of 9.5% per annum, are
unsecured, and are due upon demand. During the three month period ended March
31, 2008 the Company issued Promissory Notes in the amount of $12,000. These
Promissory Notes bear interest at rates of 7% and 7.5% rates, are unsecured and
due on demand. The accrued interest for the three month period ended March 31,
2008 was $776. Total accrued interest as of March 31, 2008 was
$1,731.
  The
Company used the proceeds of these loans for operating expenses.
  NOTE 4 –
STOCKHOLDERS' EQUITY
  As a
result of the Agreement, dated March 9, 2007, THoldings issued 29,991,000 shares
of common stock to the shareholders of TSL in exchange for the 1,182,700 shares
of common stock of TSL, a Development Stage Company, which is reflected in our
financial presentation as a forward split. The transaction represented an
exchange of 100% of the outstanding and issued common shares of TSL, a
Development Stage Company. The existing Shareholders of TSL exchanged their
shares desiring that the transaction be qualified as a tax free reorganization
under Section 368 (a)(1)(B) of the Internal Revenue Code of 1968, as amended.
The Internal Revenue Service, "IRS", has not ruled on this
transaction.
  To fund
the Company's ongoing need for capital the Company entered into The Agreement
and Plan of Reorganization, (The Agreement) dated March 9, 2007 as previously
mentioned. As a provision of this agreement the Company agreed to file with the
Security and Exchange Commission, (SEC), and use it's best efforts to make
effective a registration statement of Form SB-2A to register for resale
10,383,374 shares of common stock of selling shareholders, and an initial Public
Offering of 10,000,000 shares of the Company's previously unissued common
shares.
  The SEC
approved the filing in September 2007. As a provision of the approved filing,
the 10,000,000 Public Offering shares were priced at $.50 per share as outlined
in the Prospectus. Subsequently, the Company's stock began trading as a Bulletin
Board stock, trading under the symbol OTC BB:TMSH. The stock has historically
traded in the range of $.10 to $.25 per
  9
   
 Timeshare
Holdings, Inc.
 (A
Development State Company)
 Notes to
the Consolidated Financial Statements (unaudited)
 March 31,
2008
 NOTE 4 –
STOCKHOLDERS' EQUITY (continued)
  share.
Given the trading range, it has become increasingly difficult for the Company to
market and sell its Public Offering of 10,000,000 common shares at the
subscription price of $.50 per share; approximately double the level of the
market value. Therefore, the Company has chosen to file with the SEC a
post-effective amendment lowering the price of its Public Offering shares from
$.50 to $.10 per share which the Company believes more accurately reflects the
activity of the stock in the public market. The Company has received offers from
individual investors to purchase shares at the reduced price per share once the
post-effective amendment to its Public Offering has been approved. The Company
has accounted for these transactions as Subscriptions Payable. As of March 31,
2008 the Company has booked Stock Deposits of $7,500.
  NOTE 5 –
SUBSEQUENT EVENT
  As of May
18, 2008 the Company has booked as Stock Deposits an additional
$23,500.
  NOTE 6 –
COMMITMENTS AND CONTINGENCIES
  The
Company has engaged FJC Financial to place credit facilities on behalf of the
company. Consultant, FJC Financial, only earns a fee upon completed commitment
from a lender. The success fee is 3% plus reimbursement for any out of pocket
expenses. The Company paid FJC in advance a $3,000 non-refundable retainer which
will be deducted from the earned success fee.


10





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





This
Report contains 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. These statements relate to future events or our future financial
performance. In some cases, you can identify forward-looking statements by
terminology such as "may," "will," "should," "expect," "plan," "anticipate,"
"believe," "estimate," "predict," "potential" or "continue," the negative of
such terms, or other comparable terminology. These statements are only
predictions. Actual events or results may differ materially from those in the
forward-looking statements as a result of various important factors. Although we
believe that the expectations reflected in the forward-looking statements are
reasonable, such should not be regarded as a representation by Timeshare
Holdings, Inc., or any other person, that such forward-looking statements will
be achieved. The business and operations of Timeshare Holdings, Inc. and its
subsidiaries are subject to substantial risks, which increase the uncertainty
inherent in the forward-looking statements contained in this
Report.





The
following discussion and analysis should be read in conjunction with the
Consolidated Financial Statements and related notes included elsewhere in this
Report.








Overview





Our
business focuses on the market niche in the vacation ownership financing
business segment. Our business was established to provide financing for
consumers wishing to purchase and/or refinance vacation ownership intervals in
the secondary, or resale market or elsewhere. We intend to focus on originating
short-term, high-yield consumer notes. Both fee simple and non-fee simple
licensed timeshare interests collateralize the notes.





TimeShareLoans.com, Inc. was incorporated on July 12, 2005 to
provide financing for consumers wishing to purchase and/or refinance vacation
ownership intervals in the secondary, or resale market, or elsewhere. Timeshare
Holdings Inc. was incorporated in Nevada on January 30, 2007 with the intent of
merging with TimeShareLoans.com, Inc.





On March
9, 2007 we acquired TimeShareLoans.com, Inc. by entering into an Agreement and
Plan of Reorganization (the “Agreement”) with TimeShareLoans.com, Inc. Pursuant
to the terms of the Agreement, the respective shareholders of
TimeShareLoans.com, Inc. exchanged their outstanding shares in
TimeShareLoans.com, Inc. for shares in Timeshare Holdings (the “business
combination”). As a result of the business combination as set forth in the
Agreement, Timeshare Holdings became the parent company of TimeShareLoans.com,
Inc. and we took over all the business operations of TimeShareLoans.com, Inc.
Upon the closing of the business combination, a total of 1,182,680 shares of
TimeShareLoans.com, Inc. common stock were exchanged for 29,991,000 shares of
common stock in Timeshare Holdings.





As a
result of the transaction outlined above, the operations of the company are
comprised of the operations of Timeshare and TimeshareLoans.com,
Inc.





Set forth
below is a discussion of the financial condition and results of operations of
the Company for the three months ended March 31, 2008 and 2007.  The
following discussion should be read in conjunction with the information set
forth in the consolidated financial statements and the related notes thereto
appearing elsewhere in this report.





Results
of Operations





Quarter
Ended March 31, 2008 as compared to Quarter Ended March 31, 2007





Revenues
were $ 0 for the quarter ended March 31, 2008 compared to $ 0 for the quarter
ended March 31, 2007.  There is no increase or decrease in
revenues.





Cost of
sales was $ 0 for the quarter ended March 31, 2008 compared to $ 0 for the
quarter ended March 31, 2007. There has been no increase or decrease in cost of
sales.





Operating
Expenses decreased 60 % to $ 61,982 for the quarter ended March 31, 2008
compared to $ 154,097 for the quarter ended March 31, 2007.  This
decrease is attributable primarily to a reduction in compensation costs and
professional fees.





Interest
expenses increased 22 % to $ 8,022 for the quarter ended March 31, 2008 compared
to $ 6,599 of interest expense for the quarter ended March 31, 2007. The
increase in interest expenses is attributable to the increased debt incurred by
the Company.





Net loss
decreased 64 % to $ 57,280 for the quarter ended March 31, 2008 compared to $
160,696 for the quarter ended March 31, 2007 due to a reduction in Professional
Fees and a lack of Compensation Cost expense.








11





Liquidity
and Capital Resources





Our total
current assets at March 31, 2008, comprised of cash, receivable, and prepaid
expenses were $22,268. Additionally, we had shareholder (deficit) in the amount
of ($ 523,726 ) at March 31, 2008. This difference was attributable to the
sum of fixed assets, $ 15,010, and other assets, $ 9,127 less, current
liabilities of $ 562,631.





Our cash
on hand increased to $ 3,928 as of March 31, 2008 compared to $ 2,191 as of
December 31, 2007.





Our
receivable at March 31, 2008 was $13,284. This is attributable to late payment
of sub-tenant rent at our California office location.





As of
March 31, 2008 we had a working capital deficiency of $ 547,863 . A major
portion of our debt is attributed to consulting fees, accounting fees, attorney
fees, and payroll taxes payable.  We plan to reduce these debts with
proceeds generated from normal operational cash flow as well as the issuance of
company stock.





The
current portion of long-term debt at March 31, 2008 was $297,010. We expect to
pay off $ 150,000 by the end of the fiscal year. We plan to pay this with
proceeds generated from the Company's stock offering.





At March
31, 2008 we had no bank debt and Loans Payable to individual lenders of $
42,000.








Off-Balance
Sheet Arrangements





We do not
have any off balance sheet arrangements that are reasonably likely to have a
current or future effect on our financial condition, revenues, and results of
operations, liquidity or capital expenditures.








Item
3.   Quantitative and Qualitative Disclosures About Market
Risk.





N/A.





Item 4T.   Controls and
Procedures.




Evaluation of Disclosure Controls
and Procedures.
 
 Under the
supervision and with  the  participation  of  our 
management,  including  our President,  Chief Executive Officer
and Chief Financial Officer,  we  evaluated  the 
effectiveness  of the design and operation  of our 
disclosure  controls  and  procedures  (as 
defined  in  Rule 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934 (the "Exchange Act")) as of the end of the 
period  covered  by this  report.  Based  upon that
evaluation,  our  President,  Chief Executive Officer and Chief
Financial Officer concluded  that our disclosure  controls and 
procedures as of the end of the period covered by this report were effective
such that the  information  required to be disclosed by us in
reports  filed under the  Securities  Exchange  Act of 1934
is (i)  recorded, processed,  summarized  and reported 
within the time  periods  specified in the SEC's rules and forms and
(ii)  accumulated and  communicated to our management to allow timely
decisions  regarding  disclosure.  A controls  system 
cannot  provide  absolute assurance,  however,  that the
objectives of the controls system are met, and no evaluation of controls can
provide  absolute  assurance  that all control issues and 
instances  of  fraud,   if  any,  within 
a  company  have  been  detected.
  Changes in  Internal 
Control  Over  Financial  Reporting.
  During the
most recent quarter ended March 31, 2008, there has been no change in our
internal control over  financial  reporting  (as defined in
Rule  13a-15(f) and 15d-15(f) under the Exchange Act) ) that has materially
affected,  or is reasonably likely to materially affect, our internal
control over financial reporting.






12







PART
II





Item 1.   Legal
Proceedings.




We are not a party to any pending legal
proceeding, nor is our property the subject of a pending legal proceeding, that
is not in the ordinary course of business or otherwise material to the financial
condition of our business. None of our directors, officers or affiliates is
involved in a proceeding adverse to our business or has a material interest
adverse to our business.







Item
1A.Risk Factors.





Not Applicable.





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





Not applicable.





Item 3.   Defaults Upon Senior
Securities.





Not
applicable.




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





Not
applicable.





Item
5.  Other
Information.





Not
applicable.





Item 6.  Exhibits.











Exhibit
      No.
            Description
      of Exhibit2.1
            Agreement
      and Plan of Reorganization between Timeshare Holdings Inc. and
      TimeShareLoans.com, dated March 9, 2007 (Incorporated by reference to Form
      SB-2 (File No. 333-145409), filed with the Securities and Exchange
      Commission on August 13, 2007)3.1
            Articles
      of Incorporation (Incorporated by reference to Form SB-2 (File No.
      333-145409), filed with the Securities and Exchange Commission on August
      13, 2007)3.2
            By-laws
      (Incorporated by reference to Form SB-2 (File No. 333-145409), filed with
      the Securities and Exchange Commission on August 13,
  2007)10.1
            Service
      Agreement entered into with LEA Management Group, date December 6, 2006
      (Incorporated by reference to Form SB-2 (File No. 333-145409), filed with
      the Securities and Exchange Commission on August 13,
  2007)10.2
            Service
      Agreement entered into with National Mortgage Lending Inc., dated February
      1, 2006 (Incorporated by reference to Form SB-2 (File No. 333-145409),
      filed with the Securities and Exchange Commission on August 13,
      2007)10.4
            Subscription
      Agreements (Incorporated by reference to Form SB-2 (File No. 333-145409),
      filed with the Securities and Exchange Commission on August 13,
      2007)10.5
            Escrow
      Agreement to be filed by amendment10.6
            Waiver
      Agreement, dated July 20, 2007 (Incorporated by reference to Form SB-2
      (File No. 333-145409), filed with the Securities and Exchange Commission
      on August 13, 2007)21.1
            List
      of Subsidiaries of the Company (Incorporated by reference to Form SB-2
      (File No. 333-145409), filed with the Securities and Exchange Commission
      on August 13, 2007)31.1
            Certification
      by Chief Executive Officer, required by Rule 13a-14(a) or Rule 15d-14(a)
      of the Exchange Act.31.2
            Certification
      by Chief Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a)
      of the Exchange Act.32.1
            Certification
      by Chief Executive Officer, required by Rule 13a-14(b) or Rule 15d-14(b)
      of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the
      United States Code.32.2
            Certification
      by Chief Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b)
      of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the
      United States Code.








13










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:
      May 28 , 2008
            By:
            /s/ Paul
      ThompsonPaul
      ThompsonChief
      Executive Officer




Date:
      May 28 , 2008
            By:
            /s/
      Frederick ConteFrederick
      ConteChief
      Financial Officer, President