UNITED STATES SECURITIES AND EXCHANGE COMMISSION 
Washington, D.C. 20549

________________________
FORM 10-KSB/A(Amendment No. 1)________________________

ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE 
SECURITIES EXCHANGE ACT OF 1934 
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007

Commission File Number 0-52338SLMHOLDINGS,INC.(Name of small business issuer in its charter)

|DELAWARE                                                                                                                                           |  | 42-1555574                                              
|-------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------
|(State of other jurisdiction of 
	  incorporation Identification No.)
99 Sunnyside Blvd., Woodbury, NY 
  (Address of principal executive offices) |  | (I.R.S. Employer 
	  or organization)
11797
  (Zip Code)

Issuers telephone number (866) 756-5323

Securities registered under Section 12(b) of the Exchange Act: None 
Securities registered under Section 12(g) of the Exchange Act: None

Check whether the issuer is not required to file reports
pursuant to Section 13 or 15(d) of the Exchange Act. o

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 xNo o

Check if there is no disclosure of delinquent filers
in response to Item 405 of Regulation S-B which is not contained in this form,
and no disclosure will be contained, to the best of registrants knowledge,
in  definitive proxy or information statements incorporated by reference in Part
III of this Form 10-KSB or any amendment to this Form 10-KSB. xThe
issuer had $156,520 in revenues for its  most recent fiscal year.

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates was 3,128,210as determined by the closing price of $0.12, as quoted on the Over the Counter Bulletin Board on March 24, 2008.

As of March 24, 2008, there were 60,685,833 shares of our common stock issued and outstanding.

Transitional Small Business Disclosure Format (Check one): Yes oNo x

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EXPLANATORY NOTE

This amendment on Form 10-KSB/A (Amendment No. 1) amends the Annual Report on Form 10-KSB (the Original Report) of SLM Holdings, Inc. (the Company) for the fiscal year
ended December 31, 2007, which was filed with the U.S. Securities and Exchange Commission (the SEC) on April 15, 2008, and is being filed to revise the Report of the Independent Registered Public Accounting Firm included within Item 7 of
the Original Report, to include the name of the Independent Registered Accounting Firm that issued the Report, which was inadvertently omitted.

The Company does not believe any such changes are material.

In accordance with the
rules of the SEC, the Company has set forth herein the complete texts of Items
7 and 13 (Exhibits) in their entirety. The Company has also included updated
certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of
2002 as Exhibits 31.1, and 32.1 to this Amendment No. 1.

This Amendment No. 1 is limited to the items of the Original Report set forth above and does not amend, update, or change any other items or disclosures contained in the Original Report.
Accordingly, all other items that remain unaffected are omitted in this filing. The amendments to the Original Report reflected in this Amendment No. 1 did not result in a change to, or restatement of, the financial statements or other financial
information included in the Original Report. The filing of this Amendment No.1 shall not be deemed an admission that the Original Report, when filed, included any untrue statement of a material fact or omitted to state a material fact necessary to
make a statement therein not misleading.



i

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|ITEM 7.      FINANCIAL STATEMENTS                                                    |  |            | 
|------------------------------------------------------------------------------------ |  | ---------- | 
|                                                                                    
|Index to Financial Statements for SLM Holdings, Inc. and Subsidiary                 
|                                                                                     |  |            | 
|Report of Independent Registered Public Accounting Firm                              |  | F1        | 
|                                                                                     |  |            | 
|Consolidated Balance Sheets as of December 31, 2007 and 2006                         |  | F2        | 
|                                                                                     |  |            | 
|Consolidated Statements of Operations for the Years Ended December 31, 2007 and 2006 |  | F3        | 
|                                                                                     |  |            | 
|Consolidated Statements of Stockholders Deficiency for the Years Ended              |  |            | 
|December 31, 2007 and 2006                                                           |  | F4        | 
|                                                                                     |  |            | 
|Consolidated Statements of Cash Flows for the Years Ended December 31, 2007 and 2006 |  | F5        | 
|                                                                                     |  |            | 
|Notes to Consolidated Financial Statements for the Years Ended                       |  |            | 
|December 31, 2007 and 2006                                                           |  | F6 - F19 | 



1

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders ofSLM Holdings, Inc. and Subsidiary

We have audited the accompanying consolidated balance sheets of SLM Holdings, Inc. and Subsidiary (the Company) as of December 31, 2007 and 2006, and the related consolidated statements of operations,
stockholders equity and cash flows for the years then ended. These consolidated financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of SLM Holdings, Inc. and Subsidiary as of December 31, 2007 and 2006 in conformity
with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has a
stockholders deficiency, incurred losses from operations for the years ended December 31, 2007 and 2006 and needs to raise additional capital to fund its operations. These factors raise substantial doubt about its ability to continue as a
going concern. Managements plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Holtz Rubenstein Reminick, LLPMelville, New YorkMarch 26, 2008

F1

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|SLM Holdings, Inc. and Subsidiary                                                   
|------------------------------------------------------------------------------------
|Consolidated Balance Sheets                                                         
|for the Years Ending December 31, 2007 and 2006                                     
|                                                                                    
|                                                                                    
|ASSETS                                                                              
|Current Assets                                                                      
|Cash and Cash Equivalents                                                           
|Accounts Receivable                                                                 
|Prepaid Expenses and Other Current Assets                                           
|Total Current Assets                                                                
|                                                                                    
|Property and Equipment, Net                                                         
|                                                                                    
|Other Assets                                                                        
|Intangible Assets, Net                                                              
|Goodwill                                                                            
|Security Deposits                                                                   
|Total Other Assets                                                                  
|                                                                                    
|TOTAL ASSETS                                                                        
|                                                                                    
|LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                            
|Current Liabilities                                                                 
|Accounts Payable and Accrued Expenses                                               
|Deferred Compensation                                                               
|Equipment Loans Payable                                                             
|Notes Payable                                                                       
|Notes Payable - Related Parties                                                     
|Convertible Notes Payable - Net of Discount                                         
|Total Current Liabilities                                                           
|                                                                                    
|Long-Term Liabilities                                                               
|Note Payable - Venture Fund                                                         
|Equipment Loans Payable, net of current portion                                     
|Total Long-Term Liabilities                                                         
|Total Liabilities                                                                   
|                                                                                    
|Stockholders' Deficiency                                                            
|Preferred Stock - $.0001 par value, 10,000,000 Shares Authorized, None Issued and   
|Outstanding at December 31, 2007 and 2006                                           
|Common Stock - $.0001 par value, 100,000,000 Shares Authorized, 59,285,833 and      
|36,981,050 Shares Issued and Outstanding at December 31, 2007 and 2006, respectively
|Additional Paid-In Capital                                                          
|Accumulated Deficit                                                                 
|Total Stockholders' Deficiency                                                      
|                                                                                    
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                      

See Notes to Consolidated Financial Statements

F2

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|SLM Holdings, Inc. and Subsidiary                                             
|------------------------------------------------------------------------------
|Consolidated Statements of Operations                                         
|for the Years Ended December 31, 2007 and 2006                                
|                                                                              
|                                                                              
|Revenues                                                                      
|                                                                              
|Operating Costs and Expenses                                                  
|Marketing and Advertising                                                     
|Consulting Fees                                                               
|Consulting Fees - Related Party                                               
|Rent                                                                          
|Professional Fees                                                             
|Travel and Entertainment                                                      
|Office                                                                        
|Other General and Administrative Expenses, including $1,425,337 and $48,000 of
|Stock-Based Compensation in 2007 and 2006, respectively                       
|Depreciation and Amortization                                                 
|                                                                              
|Total Operating Expenses                                                      
|                                                                              
|Loss from Operations                                                          
|                                                                              
|Interest Expense, Net                                                         
|                                                                              
|Net Loss                                                                      
|                                                                              
|Net Loss per common share:                                                    
|Basic and diluted                                                             
|                                                                              
|Weighted average number of shares outstanding                                 

See Notes to Consolidated Financial Statements

F3

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|SLM Holdings, Inc. and Subsidiary                  
|---------------------------------------------------
|Consolidated Statements of Stockholders Deficiency
|for the Years Ended December 31, 2007 and 2006     
|                                                   
|                                                   
|                                                   
|                                                   
|Balance at January 1, 2006                         
|Issuance of Common Stock                           
|Issuance of Common Stock in connection             
|with Services                                      
|Issuance of Common Stock in connection             
|with financing                                     
|Issuance of Common Stock in connection             
|with Exercise of Stock Options                     
|Issuance of Common Stock in connection             
|with Exercise of Warrants                          
|Granting of Warrants and Value of                  
|Beneficial Conversion Feature in                   
|Connection with Note Payable -                     
|Venture Fund                                       
|Granting of Warrants and Value of                  
|Beneficial Conversion Feature in                   
|Connection with Convertible Notes                  
|Value of Beneficial Conversion Features            
|in Connection with Convertible Loans               
|Conversion of Bridge Loan Financing                
|and Related Accrued Interest                       
|Stock based Compensation                           
|Net Loss                                           
|Balance at December 31, 2006                       
|                                                   
|Issuance of Common Stock                           
|Conversion of Bridge Loan Financing                
|and Related Accrued Interest                       
|Issuance of Common Stock in connection             
|with Conversion                                    
|Cost associated with Private Placement             
|Memorandum                                         
|Issuance of Common Stock in connection             
|with Financing                                     
|Issuance of Common Stock in connection             
|with Exercise of Warrants                          
|Issuance of Common Stock in connection             
|with Services                                      
|Issuance of Common Stock in connection             
|with Asset Purchase Agreement                      
|Net Loss                                           
|Balance at December 31, 2007                       

See Notes to Consolidated Financial Statements

F4

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|SLM Holdings, Inc. and Subsidiary                                                 
|----------------------------------------------------------------------------------
|Consolidated Statements of Cash Flows                                             
|for the Years Ended December 31, 2007 and 2006                                    
|                                                                                  
|                                                                                  
|Cash Flows from Operating Activities:                                             
|Net Loss                                                                          
|Adjustments to Reconcile Net Loss to Net Cash Used In Operating Activities:       
|Loss on Disposals of Property and Equipment                                       
|Depreciation and Amortization                                                     
|Accretion on Discount and Beneficial Conversion Value on Convertible Notes Payable
|Issuance of Stock Based Compensation                                              
|Issuance of Common Stock for Interest                                             
|Issuance of Warrants                                                              
|Changes in assets and liabilities:                                                
|Accounts Receivable                                                               
|Prepaid Expenses                                                                  
|Employee Advances                                                                 
|Security Deposits                                                                 
|Accounts Payable and Accrued Expenses                                             
|Deferred Compensation                                                             
|Net Cash Used In Operating Activities                                             
|                                                                                  
|Cash Flows from Investing Activities:                                             
|Proceeds from Sales of Property and Equipment                                     
|Software Development Costs                                                        
|Net Cash Provided by (Used In) Investing Activities                               
|                                                                                  
|Cash Flows from Financing Activities:                                             
|Proceeds from Issuance of Common Stock, Net of Costs                              
|Proceeds from Issuance of Common Stock for Exercise of Warrant                    
|Payments to Equipment Loan Payable                                                
|Proceeds from Notes Payable                                                       
|Proceeds from Convertible Notes                                                   
|Payments to Convertible Notes                                                     
|(Payments to) Proceeds from Venture Fund                                          
|Proceeds from Related Parties                                                     
|Net Cash Provided By Financing Activities                                         
|(Decrease) Increase in Cash and Cash Equivalents                                  
|Cash and Cash Equivalents - Beginning of Year                                     
|CASH AND CASH EQUIVALENTS - END OF YEAR                                           
|                                                                                  
|Schedule of Non-Cash Financing Activities:                                        
|Issuance of Common Stock in connection with Conversion of Convertible Notes and   
|Related Interest                                                                  
|Issuance of Common Stock in connection with Asset Purchase Agreement              
|Issuance of Common Stock for Exercise of Stock Options                            

See Notes to Consolidated Financial Statements

F5

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SLM Holdings, Inc. and SubsidiaryNotes to Consolidated Financial Statementsfor the Years Ended December 31, 2007 and 2006

Note 1 - Nature of the Business

Sales Lead Management, Inc. (SLM) was incorporated as a New York corporation on May 10, 2001 (Inception). SLM has developed software tools and data files which are provided via an application service
provider (ASP) model to a variety of sales professionals throughout the country. SLMs technology allows the users to access The Brokers e-Vantage (TBEV) system, a prospect management and lead fulfillment solution
for financial professionals. SLM has devoted substantially all its efforts to research and product development and raising capital.

Note 2 - Going Concern

The accompanying consolidated financial statements have been prepared on a basis which assumes that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets and the
satisfaction of liabilities and commitments in the normal course of business. The Company has a limited operating history and has incurred losses from operations since its inception. These circumstances raise substantial doubt about the
Companys ability to continue as a going concern. Managements plans with regard to these matters include continued development and marketing of its products as well as seeking additional financing arrangements. Although, management
continues to pursue these plans, there is no assurance the Company will be successful in obtaining sufficient fees from its products or financing on terms acceptable to the Company. The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

Note 3 - Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated Financial Statements include the accounts of SLM Holdings, Inc., the parent company, and its wholly owned subsidiary, Sales Lead Management, Inc., after elimination of all material intercompany accounts,
transactions, and profits.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents.

Accounts Receivable

Management must make estimates of the uncollectibility of accounts receivable. Management specifically analyzes accounts receivable, historical bad debts, customer concentrations, customer credit-worthiness, current
economic trends and changes in customer payment terms when evaluating the adequacy of the allowance for doubtful accounts. An allowance for doubtful accounts is not provided since, in the opinion of management all accounts receivable recorded on the
books are deemed collectible.

F6

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SLM Holdings, Inc. and Subsidiary
Notes to Consolidated Financial Statements (continued) 
for the Years Ended December 31, 2007 and 2006

Fair Value of Financial Instruments

The carrying amounts of the Companys financial instruments, which include cash, cash equivalents, accounts receivable, accounts payable and other accrued expenses approximate their fair values due to their short
maturities. Based on borrowing rates currently available to the Company for loans with similar terms, the carrying value of notes payable approximates fair value.

Use of Estimates

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the
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.

Property and Equipment

Property and equipment are recorded at cost. Depreciation is provided on a straight-line basis over the estimated useful lives of the assets. The estimated useful life is three years for computer equipment and five years
for office equipment. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is credited or charged to income. Repairs and maintenance costs are
expensed as incurred.

Intangible assets

Intangible assets related to customer relationships and contracts are initially measured based on their estimated fair values. Intangible assets are being amortized on a straight-line basis over either a 10-year period or
over the contract period and are stated at cost net of accumulated amortization of $51,111 and $0, respectively.

Impairment of Goodwill

The Company evaluates the carrying value of goodwill during the fourth quarter of each year and between annual evaluations if events occur or circumstances change that would more likely than not reduce the fair value of the
reporting unit below its carrying amount. Such circumstances could include, but are not limited to: (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a
regulator. When evaluating whether goodwill is impaired, the Company compares the fair value of the reporting unit to which the goodwill is assigned to the reporting units carrying amount, including goodwill. The fair value of the reporting
unit is estimated using a combination of the income, or discounted cash flows, approach and the market approach, which utilizes comparable companies data. If the carrying amount of a reporting unit exceeds its fair value, then the amount of
the impairment loss must be measured. The impairment loss would be calculated by comparing the implied fair value of reporting unit goodwill to its carrying amount. In calculating the implied fair value of reporting unit goodwill, the fair value of
the reporting unit is allocated to all of the other assets and liabilities of that unit based on their fair values. The excess of the fair value of a reporting unit over the amount assigned to its other assets and liabilities is the implied fair
value of goodwill. An

F7

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SLM Holdings, Inc. and Subsidiary
Notes to Consolidated Financial Statements (continued) 
for the Years Ended December 31, 2007 and 2006

impairment loss would be recognized when the carrying amount of goodwill exceeds its implied fair value. The Companys evaluation of goodwill completed during the year resulted in no impairment losses.

Impairment of Long-Lived Assets

The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets to be held and used is
measured by a comparison of the carrying amount of the asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the
carrying amount of the assets exceed the fair value of the assets as determined by estimated discounted cash flows. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. The Company has not
recorded any impairment losses since its inception.

Revenue Recognition

Revenues from its software tools and data services are recognized ratably as earned over the term of the subscriptions. The Company invoices and is paid on a monthly basis for access to its proprietary software and
database.

Recent Accounting Pronouncements

In February 2006, the Financial Accounting Standards Board (FASB) issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments - An Amendment of FASB No. 133 and 140. The purpose of SFAS statement
No. 155 is to simplify the accounting for certain hybrid financial instruments by permitting fair value re-measurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation. SFAS No. 155
also eliminates the restriction on passive derivative instruments that a qualifying special-purpose entity may hold. SFAS No. 155 is effective for all financial instruments acquired or issued after the beginning of any entitys first fiscal
year beginning after September 15, 2006. The adoption of this standard on January 1, 2007 did not have a material effect on our consolidated financial statements.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value and requires enhanced disclosures about fair value
measurements. SFAS No. 157 requires companies to disclose the fair value of their financial instruments according to a fair value hierarchy as defined in the standard. Additionally, companies are required to provide enhanced disclosure regarding
financial instruments in one of the categories (level 3), including a reconciliation of the beginning and ending balances separately for each major category of assets and liabilities. SFAS No. 157 is effective for financial statements issued for
fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. We believe that the adoption of SFAS No. 157 will not have a material impact on our consolidated financial statements.

In July 2006, the FASB issued FASB Interpretation 48, Accounting for Uncertainty in Income Taxes (FIN 48). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprises
financial statements in accordance with SFAS No. 109, Accounting for Income Taxes. This interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position
taken or expected to be taken in a tax return. FIN 48 also

F8

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SLM Holdings, Inc. and Subsidiary
Notes to Consolidated Financial Statements (continued) 
for the Years Ended December 31, 2007 and 2006

provides a guidance on de-recognition, classification interest and penalties, accounting in interim periods, disclosure and transition. The adoption of this standard on January 1, 2007 did not have a material impact on our
consolidated financial statements.

Recent Accounting Pronouncements (continued)

In September 2006, The SEC issued Staff Accounting Bulletin No. 108 (SAB 108). SAB 108 expresses the views of the SEC staff regarding the process of quantifying the materiality of financial misstatements. SAB
108 requires both the balance sheet (iron curtain) and income statement (rollover) approaches be used when quantifying the materiality of misstatement amounts. In addition, SAB 108 contains guidance on correcting errors under the dual approach and
provides transition guidance for correcting errors existing in prior years. SAB 108 is now effective for the Company and, for the fiscal year ended December 31, 2007, there was no impact on the Companys consolidated financial statements from
application of this bulletin.

In February 2007, the FASB issued Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities including an amendment of SFAS No. 115 (FAS 159). The new statement allows
entities to choose, at specified election dates, to measure eligible financial assets and liabilities at fair value that are not otherwise required to be measured at fair value. If a company elects the fair value option for an eligible item, changes
in that items fair value in subsequent reporting periods must be recognized in current earnings. FAS 159 is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the potential impact of FAS 159 on
its financial position and results of operations.

In October 2006, FSP FAS 123R-5 was issued. The FSP provides that instruments that were originally issued as employee compensation and then modified, and that modification is made to the terms of the instrument solely to
reflect an equity restructuring that occurs when the holders are no longer employees, then no change in the recognition or the measurement (due to a change in classification) of those instruments will result if both of the following conditions are
met: (a). There is no increase in fair value of the award (or the ratio of intrinsic value to the exercise price of the award is preserved, that is, the holder is made whole), or the antidilution provision is not added to the terms of the award in
contemplation of an equity restructuring; and (b). All holders of the same class of equity instruments (for example, stock options) are treated in the same manner. The provisions in this FSP shall be applied in the first reporting period beginning
after the date the FSP is posted to the FASB website. Currently, this pronouncement has no effect on our financial statements.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (SFAS No. 159). SFAS No. 159 permits entities to choose to measure, on an
item-by-item basis, specified financial instruments and certain other items at fair value. Unrealized gains and losses on items for which the fair value option has been elected are required to be reported in earnings at each reporting date. SFAS No.
159 is effective for fiscal years beginning after November 15, 2007, the provisions of which are required to be applied prospectively. The Company expects to adopt SFAS No. 159 in the first quarter of Fiscal 2008 and is still evaluating the effect,
if any on its financial position or results of operations.

In December 2007, the FASB issued SFAS No. 141(R), Business Combinations, which replaces SFAS 141, Business Combinations. SFAS 141(R) establishes principles and requirements for determining how an
enterprise recognizes and measures the fair value of certain assets and liabilities acquired in a

F9

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SLM Holdings, Inc. and Subsidiary
Notes to Consolidated Financial Statements (continued) 
for the Years Ended December 31, 2007 and 2006

business combination, including noncontrolling interests, contingent consideration, and certain acquired contingencies. SFAS 141(R) also requires acquisition-related transaction expenses and restructuring costs be expensed
as incurred rather than capitalized as a component of the business combination. The application of this statement is not expected to have a material effect on the Companys results of operations or financial position.

Recent Accounting Pronouncements (continued)

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of Accounting Research Bulletin No. 51, Consolidated Financial Statements. SFAS
No. 160 establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary, and clarifies that a noncontrolling interest in a subsidiary is an ownership interest that should be
reported as equity in the consolidated financial statements. SFAS No. 160 establishes a single method of accounting for changes in a parents ownership interest in a subsidiary that do not result in deconsolidation and requires a parent to
recognize a gain or loss in net income when a subsidiary is deconsolidated. The application of this statement is not expected to have a material effect on the Companys results of operations or financial position.

Loss per Common Share

Basic loss per share is computed as net loss available to common shareholders divided by the weighted average number of common shares outstanding for the period. Diluted loss per share reflects the potential dilution that
could occur from common shares issuable through stock options, warrants, and convertible debt. As of December 31, 2007 and 2006, 12,276,940 and 17,389,147, respectively, of options, warrants and convertible debt were excluded from the diluted loss
per share computation, as their effect would be anti-dilutive.

Income Taxes

The Company uses the liability method to account for income taxes. The primary objectives of accounting for income taxes are to (a) recognize the amount of income tax payable for the current year and (b) recognize the
amount of deferred tax liability or asset based on managements assessment of the tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when
necessary to reduce deferred tax assets to the amounts expected to be realized.

At December 31, 2007, the Company had net operating loss carryforwards of approximately $6,210,000, which expire through 2026. Pursuant to Section 382 of the Internal Revenue Code regarding substantial changes in
ownership, utilization of these losses may be limited. Based on this and the fact that the Company has generated operating losses through December 31, 2007, the deferred tax asset of approximately $2,318,000 has been offset by a valuation
allowance of $2,318,000.

F10

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SLM Holdings, Inc. and Subsidiary
Notes to Consolidated Financial Statements (continued) 
for the Years Ended December 31, 2007 and 2006

Accounting For Stock-Based Compensation

The Company consummated various transactions where it paid the consideration primarily in options or warrants to purchase its common stock. These transactions include financing transactions and providing incentives to
attract, retain and motivate employees, officers and directors.

Accounting For Stock-Based Compensation (continued)

When options or warrants to purchase the Companys common stock are used as incentives for employees, officers or directors, the Company uses the fair value method required by SFAS No. 123R.

The fair value of options or warrants to purchase the Companys common stock is determined using the Black-Scholes valuation method, a method widely accepted as providing the fair market value of an option or warrant
to purchase stock at a fixed price for a specified period of time. Black-Scholes uses five variables to determine market value as follows:

- exercise price (the price to be paid for a share in the Companys common stock);
- price of the Companys common stock on the day the options or warrants are granted;
- the expected number of days that the options or warrants will be held before they are exercised, based on the average of their vesting and contractual periods;
- trading volatility of the Companys common stock, based on historical prices for a retrospective period equal to the expected holding period together with certain other
factors as applicable; and
- the annual risk free interest rate on the day the option or warrant is granted for the expected holding period.

The determination of expected volatility requires management to make certain estimates and the actual volatility may vary significantly from that estimate. Accordingly, the determination of the resulting expense is based on
a management estimate. The Company determined to use a zero volatility on the basis that there are no other companies to use as a guideline and the lack of trading in the stock.

The fair value of options at date of grant in 2007 and 2006 was estimated using the Black-Scholes fair value based method with the following weighted average assumptions:

|                        | 2007 |   | 2006 |  
|----------------------- | ---- | - | ---- | -
|Expected life (years)   | 5    |   | 5    |  
|Risk free interest rate | 3.45 | % | 4.7  | %
|Volatility              | 0    |   | 0    |  
|Dividends               | 0    |   | 0    |  

The weighted average fair value of each option at date of grant using the Black-Scholes fair value based method during 2007 and 2006 was estimated at $.24 and $.07, respectively.

F11

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SLM Holdings, Inc. and Subsidiary
Notes to Consolidated Financial Statements (continued) 
for the Years Ended December 31, 2007 and 2006

The following table represents our stock options granted, exercised, and forfeited during the years ended December 31, 2007 and 2006.

|                                 |           | Weighted       | Weighted    |          
|-------------------------------- | --------- | -------------- | ----------- | ---------
|                                 |           | Average        | Average     | Aggregate
|                                 |           | Exercise Price | Remaining   | Intrinsic
|                                 | Number of | per Option     | Contractual | Value    
|Stock Options                    | Options   | ($)            | Term        | ($)      
|Outstanding at January 1, 2006   | 6,690,000 | 0.30           | 7.5         |         
|Granted                          | 3,020,000 | 0.40           | 5.0         |         
|Exercised                        | 5,000,000 | 0.02           | 6.0         |         
|Expired                          | 25,000    | 0.02           | 0.0         |         
|Outstanding at December 31, 2006 | 4,685,000 | 0.33           | 3.8         | 180,500  
|                                
|Outstanding at January 1, 2007   | 4,685,000 | 0.33           | 3.8         | 180,500  
|Granted                          | 220,000   | 0.40           | 10.0        |         
|Expired                          | 3,339,584 | 0.35           | 0.0         |         
|Outstanding at December 31, 2007 | 1,565,416 | 0.39           | 5.9         | 9,000    

Note 4  Asset Acquisition

On August 21, 2007, the Company acquired certain assets of VerticalFalls Software, Inc., a privately held distributor of desktop-based software company. Under the terms of the purchase agreement, the Company issued
5,250,000 shares of the Companys common stock. The following table summarizes the estimated fair value assets acquired and liabilities assumed at the date of acquisition.

|Identifiable intangible assets |  | $ | 100,000  
|------------------------------ |  | - | ---------
|Goodwill                       |  |   | 1,480,000
|Total assets acquired          |  | $ | 1,580,000
|                              
|Current Liabilities            |  | $ | 530,000  
|Total liabilities assumed      |  | $ | 530,000  
|Net assets acquired            |  | $ | 1,050,000

F12

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SLM Holdings, Inc. and Subsidiary
Notes to Consolidated Financial Statements (continued) 
for the Years Ended December 31, 2007 and 2006

Note 4 - Asset Acquisition (continued)

Intangible assets, other than goodwill consist of the following at December 31:

|                               |  | 2007 |         | 2006
|------------------------------ |  | ---- | ------- | ----
|Customer Relationships         |  | $    | 50,000  |     
|Contracts                      |  |      | 50,000  |     
|                               |  |      | 100,000 |     
|Less: accumulated amortization |  |      | 51,111  |     
|Intangible Assets, Net         |  | $    | 48,889  |     

Amortization of intangible assets amounted to $51,111 and $ 0 for the years ended December 31, 2007 and 2006, respectively.

Unaudited Pro forma Consolidated Financial Information

The table below summarizes the unaudited pro forma results of operations assuming the acquisition of Vertical Falls was completed on January 1, 2007 and 2006. These unaudited pro forma results have been prepared for
information purposes only and do not purport to be indicative of what the operating results would have been had the acquisition actually taken place on January 1, 2007 and 2006, and may not be indicative of future operating results.

|For the years ended December 31: |  |   |            |   |  |   |            |  
|-------------------------------- |  | - | ---------- | - |  | - | ---------- | -
|                                
|                                 |  |   | 2007       |   |  |   | 2006       |  
|                                 |  |   | Unaudited  |   |  |   | Unaudited  |  
|Revenues                         |  | $ | 365,585    |   |  | $ | 2,271,361  |  
|Net Loss                         |  | $ | (4,100,390 | ) |  | $ | (3,900,836 | )
|Net Loss per share               |  | $ | (0.09      | ) |  | $ | (0.13      | )

Note 5 - Property and Equipment

Property and equipment consists of the following at December 31:

|                               |  | 2007 |         | 2006
|------------------------------ |  | ---- | ------- | ----
|Computer Equipment             |  | $    | 104,044 |     
|Furniture and Fixtures         |  |      |        |     
|                               |  |      | 104,044 |     
|Less: accumulated depreciation |  |      | 83,675  |     
|Property and Equipment, Net    |  | $    | 20,369  |     

Depreciation expense relating to fixed assets was $64,079 and $ 98,060 for the years ended December 31, 2007 and 2006, respectively.

F13

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SLM Holdings, Inc. and Subsidiary
Notes to Consolidated Financial Statements (continued) 
for the Years Ended December 31, 2007 and 2006

Note 6  Equipment Loan Payable

The Company has financed equipment purchased with a financing company. Future minimum payments at December 31, 2007 are as follows:

|2008 |  | $ | 11,910
|---- |  | - | ------
|2009 |  |   | 14,084
|2010 |  |   | 16,949
|     |  | $ | 42,943

Note 7  Notes Payable

As a result of the VerticalFalls acquisition (note 4) the Company has a line of credit in the amount of $300,000 with the bank. The line of credit bears interest at a rate of prime plus 1% and matures on May 15, 2008.
The unpaid balance on the line of credit for the year ended December 31, 2007 was $300,000. The line is personally guaranteed by two of the stockholders.

In addition, the Company assumed a note payable to an third party. The note bears interest at a rate of 8% and is payable in full on the earlier of: (1) the buyers receipt of aggregate net proceeds from a private or
public offering of its securities amounting to at least $700,000; or (2) after 120 days upon the execution of the asset purchase agreement. The unpaid balance on the note at December 31, 2007 was $80,000.

The Company entered into an employment agreement with one of the owners of VerticalFalls. Upon execution of the agreement, a bonus of $100,000 was payable in the form of an eight month note. The note is payable in full
upon the earlier of (1) eight months from the execution of the agreement; or (2) at the time the Company obtains gross revenues from any source in the amount of $1,000,000. The unpaid balance on the note at December 31, 2007 was $57,500.

On April 11, 2006, the Company entered into an agreement with Aegis NY Venture Fund, LP. (the Lender) to borrow $500,000 for research and development costs for enhancing software and Web-enabled systems,
expansion of sales force and the associated administrative personnel and for payment of suppliers for goods and services ordered after the closing. Interest only is due on the loan and payable in 24 consecutive monthly installments at the rate of
10.5% for the first quarter, increasing by .75% for each quarter thereafter. The principal is due in full on the second anniversary of the loan date. The Company may make payments on the principal and prepay the loan without penalty at any time. To
induce the Lender, the Company issued a five-year warrant to purchase 6.5% of the fully diluted equity of the Company for a purchase price of $390,000. The Lender reserves the right to require the Company to redeem any shares purchased by the
Lender at any time after the fifth anniversary of the initial funding at the fair market value. The Company recorded $935,335 of interest expense for the year ended December 31, 2006 for the fair value of the warrants issued. The beneficial
conversion value represents the difference between the fair value of the common stock on the date of debenture was sold and the price at which the debt could be converted into common stock.

F14

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SLM Holdings, Inc. and Subsidiary
Notes to Consolidated Financial Statements (continued) 
for the Years Ended December 31, 2007 and 2006

Note 7  Notes Payable (continued)

The Company must maintain its headquarters in the state of New York and at least 80% of its employees must be employed in the state of New York. At December 31, 2007, the outstanding balance of this loan was $352,748.

The agreement stipulates that no proceeds of this loan are to be used to repay any existing debts owed to the Companys principals or affiliates. Any future borrowings require the prior written consent of the Lender
and will be used to prepay the outstanding balance of the loan after the first $150,000 of future borrowings repays the existing $300,000 loan. The Company may also use an additional $150,000 of future borrowings to fund its operations
as long as it meets its quarterly projections. All transfers of equity interests require the prior consent of the Lender. The Company may not make any distributions to employees or its affiliates while the loan is outstanding with the exception of
salary payments and to reimburse its employees for reasonable business expenses.

The above loan is secured by a first priority interest in all assets of the Company and its subsidiaries and is personally guaranteed by two of the officers.

Note 8 - Convertible Notes Payable

In June 2005, the Company issued certain convertible promissory notes (the Notes) in the aggregate principal amount of $275,000 and a two-year warrant to purchase 275,000 shares of common stock at $2.50
per share to certain accredited investors under the terms of a Bridge Loan. The Notes bear interest at the annual rate of 10% and have a maturity of one year from the date of issuance. The notes and related interest are convertible at any time prior
to maturity at the option of the holder at the rate of one share of common stock for each $.40 of principal and accrued interest. In March 2006, all of the investors opted to convert all principle and interest into the Companys common
stock.

In 2006, the Company issued certain convertible promissory notes (the Notes) in the aggregate principal amount of $556,000 and a two-year warrant to purchase 310,000 shares of common stock at $2.50 per
share, 221,000 shares of common stock at $.50 and 25,000 shares of common stock at $.40 to certain accredited investors under the terms of the notes. The Notes bear interest at the annual rate of 10% and have a maturity of one year from the
date of issuance. The notes and related interest are convertible at any time prior to maturity at the option of the holder at the rate of one share of common stock for each $.40 of principal and accrued interest.

On April 5, 2005, the Company issued a convertible promissory note to one of the Companys investors in the aggregate principal amount of $50,000. The note bears interest at the annual rate of 10% and had a
maturity of May 5, 2005 (the Maturity Date). The note and related interest were convertible at any time prior to maturity at the option of the holder at the rate of one share of common stock for each $1.00 of principal and accrued
interest. On the Maturity Date, the holder was entitled to receive fifty thousand shares of the Companys common stock. The Company had an option to extend the Maturity Date of this Note for an additional 30 days to June 5, 2005 (the
Extended Maturity Date). The Company exercised its option to extend and continued to accrue interest during the period between the Maturity Date and the Extended Maturity Date and as a provision to extend the note; the Holder was
entitled to receive an additional twenty five thousand shares of the Companys common stock. This note was repaid in November 2006.

F15

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SLM Holdings, Inc. and Subsidiary
Notes to Consolidated Financial Statements (continued) 
for the Years Ended December 31, 2007 and 2006

Note 8 - Convertible Notes Payable (continued)

On February 5, 2005, the Company issued a convertible promissory note to one of the Companys investors in the aggregate principal amount of $250,000. The note bears interest at the annual rate of 10% and had a
maturity of April 2, 2005 (the Maturity Date). The notes and related interest were convertible at any time prior to maturity at the option of the holder at the rate of one share of common stock for each $1.00 of principal and accrued
interest. On the Maturity Date, the holder was entitled to receive fifty thousand shares of the Companys common stock. The Company had an option to extend the Maturity Date of this Note for an additional 60 days to June 2, 2005 (the
Extended Maturity Date). The Company exercised their option to extend and continued to accrue interest during the period between the Maturity Date and the Extended Maturity Date and as a provision to extend the note; the Holder was
entitled to receive an additional fifty thousand shares of the Companys common stock.

In December 2005, the Company reached a settlement with the investor holding the above loan, under the terms of the settlement the investor will waive any penalties through June 2006 and completely eliminate any penalty
clause upon issuance of a symbol and posted bid on the Companys stock on any U.S. exchange. In exchange for his cooperation, the investor received 1,000,000 shares and a conversion right on the existing debt at .33 cents per share.

On April 18, 2005, the Company issued a convertible promissory note to one of the Companys investors in the aggregate principal amount of $100,000. On January 18, 2006, the investor opted to convert all principal
and interest into the Companys common stock.

On January 26, 2006, the Company issued a convertible promissory note to one of the Companys investors in the aggregate principal amount of $25,000. On October 20, 2006, the Company repaid this note.

On October 16, 2006, the Company issued a convertible promissory note to one of the Companys investors in the aggregate principal amount of $50,000. In March 2007, the investor opted to convert all principal and
interest into the Companys common stock.

On November 10, 2005, the Company entered into a Loan Agreement (the Loan Agreement) with one of the Companys investors. The Loan Agreement provides for no less than $50,000 to be made available on the
10th of each month beginning November 10, 2005 and ending April 10, 2006 for a total facility of $300,000. Borrowings bear interest at the rate of 10% on the outstanding balance. The maximum amount that may be outstanding under the Loan
Agreement is $300,000 through November 10, 2006 (the Maturity Date), when all principal and accrued interest become due. The balance of principal and interest automatically converted into a note issued by the Company each month. Under the terms
of the Loan Agreement, at any time prior to the Maturity Date, at the option of the investor, any or all of the unpaid principal and interest may be converted into common stock, par value $.0001 of the Company at the rate of 2 shares for every
$1 of principal or interest. Furthermore, the investor received 200,000 shares of the Companys common stock upon executing the agreement. In March 2007, the investor opted to convert all principal and interest into the Companys
common stock.

F16

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SLM Holdings, Inc. and Subsidiary
Notes to Consolidated Financial Statements (continued) 
for the Years Ended December 31, 2007 and 2006

Note 8 - Convertible Notes Payable (continued)

On October 19, 2006, the Company entered into a Loan Agreement (the Loan Agreement) with one of the Companys investors. The Loan Agreement provides for a total facility of $500,000. Borrowings will
bear interest at the rate of 10% on the outstanding balance. Under the terms of the Loan Agreement, at any time prior to the Maturity Date, at the option of the investor, any or all of the unpaid principal and interest may be converted into common
stock, par value $.0001 of the Company at the rate of 1 share for every $.20 of principal or interest. Furthermore, the investor received 1,000,000 shares of the Companys common stock upon executing the agreement. Currently the
outstanding balance of the loan is $500,000, with a maturity date of April 2007. The Company recorded $500,000 of interest expense for the year ended December 31, 2006 for the beneficial conversion value of the note. The beneficial
conversion value represents the difference between the fair value of the common stock on the date of debenture was sold and the price at which the debt could be converted into common stock. In March 2007, the investor opted to convert all principal
and interest into the Companys common stock.

On January 17, 2007, the Company issued a convertible promissory note to one of the Companys investors in the aggregate principal amount of $50,000. In March 2007, the investor opted to convert all principal
and interest into the Companys common stock.

In 2007, the Company issued certain convertible promissory notes (the Notes) in the aggregate principal amount of $748,500 and a one-year warrant to purchase 748,500 shares of common stock at $1.00 per
share, 748,500 shares of common stock at an average of $.20 to certain accredited investors under the terms of the notes. The Notes bear interest at the annual rate of 10% and have a maturity of one year from the date of issuance. The notes and
related interest are convertible at any time prior to maturity at the option of the holder at the rate of one share of common stock for each $.20 of principal and accrued interest. By the end of 2007, most of the investors which held notes
totaling $318,500 opted to convert all principal and interest into the Companys common stock.

Note 9 - Related Party Transactions

Related Party Loan

On June 1, 2005, the Company issued a convertible promissory note to the wife of an officer of the Company, in the aggregate principal amount of $60,000. The note bears interest at the annual rate of 10% and had a
maturity of June 1, 2006 (the Maturity Date). The note and related interest were convertible at any time prior to maturity at the option of the holder at the rate of one share of common stock for each $.40 of principal and accrued
interest.

On September 15, 2005, the Company replaced this note with a promissory note in the aggregate principal amount of $85,000. The note bears interest at the annual rate of 10% and has a maturity of December 31, 2006 (the
Maturity Date). The accrued interest is payable on the maturity date. The note is non-negotiable and may not be sold, transferred, pledged, assigned or hypothecated without the prior written consent of the Company. In the first quarter
of 2006, the related party lent the Company an additional $20,000. The outstanding balance as of December 31, 2007 was $105,000.

F17



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SLM Holdings, Inc. and Subsidiary 
Notes to Consolidated Financial Statements (continued)
for the Years Ended December 31, 2007 and 2006

Note 10 - Stockholders Deficiency

Warrants

The following table summarizes the Companys activity as it relates to its warrants for the years ended December 31, 2007 and 2006:

|                                         |  |           |  | Weighted      
|---------------------------------------- |  | --------- |  | --------------
|                                         |  |           |  | Average       
|                                         |  | Shares    |  | Exercise Price
|Balance outstanding at January 01, 2006  |  | 2,775,000 |  |               
|Issued                                   |  | 3,914,369 |  | 0.35          
|Exercised                                |  | 100,000   |  | 0.02          
|                                        
|Balance outstanding at December 31, 2006 |  | 6,589,369 |  | 0.35          
|Issued                                   |  | 1,797,812 |  | 0.34          
|Exercised                                |  | 675,000   |  | 0.02          
|Expired                                  |  | 300,000   |  | 2.31          
|Balance outstanding at December 31, 2007 |  | 7,412,181 |  |               

The following is additional information with respect to the Companys warrants as of December 31, 2007.

|            |  |             |  |             | Weighted  |             |           |                |  |         
|----------- |  | ----------- |  | ----------- | --------- | ----------- | --------- | -------------- |  | --------
|            |  |             |  |             | Average   |             |           |                |  |         
|            |  |             |  |             | Remaining |             |           |                |  |         
|            |  |             |  |             | Years of  |             |           |                |  | Weighted
|Range of    |  | Number      |  | Contractual |           | Number      |           | Average       
|Exercise    |  | Outstanding |  | Life        |           | Exercisable |           | Exercise Price
|$0.00$0.02 |  | 200,000     |  |             | 1.00      |             | 200,000   |                |  | $       
|0.020.20   |  | 5,867,681   |  |             | 4.00      |             | 5,867,681 |                |  |         
|0.400.50   |  | 286,000     |  |             | 5.00      |             | 286,000   |                |  |         
|1.00        |  | 748,500     |  |             | 1.00      |             | 748,500   |                |  |         
|2.50        |  | 310,000     |  |             | 2.00      |             | 310,000   |                |  |         
|$0.00$2.50 |  | 7,412,181   |  |             | 3.00      |             | 7,412,181 |                |  | $       

Note 11 - Stock Option Plan

In 2002, the Company adopted the 2002 Plan which permits the grant of both incentive stock options designed to qualify under the Internal Revenue Code Section 422 and non-qualified stock options. Incentive Stock options may
only be granted to employees of the Company, whereas non-qualified stock options may be granted to consultants and advisors. A total of 33,929,584 shares have been reserved for issuance under the Plan. The Board of Directors determines the exercise
price of the options. The Board of Directors may impose such vesting as it sees fit at the time of the grant and expire ten years from the date of the grant.

F18

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SLM Holdings, Inc. and Subsidiary
Notes to Consolidated Financial Statements (continued)
for the Years Ended December 31, 2007 and 2006

Note 12 - Commitments and Contingencies

Employment Agreements

On August 21, 2007, the Company entered into an employment agreement with its new Chief Executive Officer. The term of the agreement is three years. The employment agreement provides for payment of an initial base salary of
$200,000 per year.

Note 13 - Concentrations of Credit Risk

Significant Customers

For the year ended December 31, 2007, the Company had four customers, which accounted for 22.57%, 32.19%, 17.08%, and 15.84% of total revenue. For the year ended December 31, 2006, the Company had four customers, which
accounted for 21%, 19.4%, 12.4% and 12.1% of total revenue.

Note 14  Subsequent Events

Convertible Notes Payable

On January 7, 2008, the Company issued certain convertible promissory notes (the Notes) in the aggregate principal amount of $25,000 and a one-year warrant to purchase 25,000 shares of common stock at
$1.00 per share, and 25,000 shares of common stock at an average of $.20 to certain accredited investors under the terms of the notes. The Notes bear interest at the annual rate of 10% and mature one year from the date of issuance. The notes
and related interest are convertible at any time prior to maturity at the option of the holder at the rate of one share of common stock for each $.20 of principal and accrued interest.



F19

---



|ITEM 13.         EXHIBITS
|-------------------------
|                         
|Exhibit                  
|No.                      
|3.1                      
|                         
|3.2                      
|                         
|3.3                      
|                         
|10.1                     
|                         
|10.2                     
|                         
|21.1                     
|                         
|31.1                     
|                         
|32.1                     

* Previously Filed.



16

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SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf this 23thday of April 2008 by the undersigned, thereunto duly authorized.



| | SLM HOLDINGS, INC. | 
| | ------------------ | 
| |                    | 
| |                    | 
| | By:                | 
| |                    | 
| |                    | 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated.

|Signatures        |  | Title                                               |  | Date          
|----------------- |  | --------------------------------------------------- |  | --------------
|                  |  |                                                     |  |               
|/s/ Jason Bishara |  | Principal Executive Officer and Principal Financial |  | April 23, 2008
|Jason Bishara     |  | Officer                                             |  |               



17

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