UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

|FORM 10-Q
|---------

(Mark One)

|  |                                                                                                        
|- | -------------------------------------------------------------------------------------------------------
|þ | QUARTERLY REPORT PURSUANT
        TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT
        OF 1934

For the quarterly period ended: September 30, 2008

OR

|  |                                                                                                         
|- | --------------------------------------------------------------------------------------------------------
|o | TRANSITION REPORT PURSUANT
        TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
        OF 1934

For the transition period from: to:

Commission File Number 000-52338SLMHOLDINGS,INC.(Exact name of registrant as specified in its charter)

|                                  |  |              
|--------------------------------- |  | -------------
|DELAWARE                          |  | 42-1555574   
|(State of or other jurisdiction   |  | (IRS Employer
|of incorporation or organization) |  | I.D. No.)    

99 Sunnyside Blvd.,Woodbury, NY 11797(Address of Principal Executive Office)(866) 756-5323(Registrants telephone number, including area code)

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 the definitions of large accelerated filer,
accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. (check one):

| |                                                                     |                               
| | ------------------------------------------------------------------- | ------------------------------
| | Large accelerated filero                                            | Accelerated filero            
| | Non-accelerated filero(Do
not check if a smaller reporting company) | Smaller
    reporting companyþ

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

YesoNoþ

Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.

|                               |  |                                   
|------------------------------ |  | ----------------------------------
|Class                          |  | Outstanding as of October 30, 2008
|Common stock, $.0001 par value |  | 64,135,833                        

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TABLE OF CONTENTS

|          |                                                               |   |     
|--------- | ------------------------------------------------------------- | - | ----
|          |                                                               |   | Page
|         
|PART I    | FINANCIAL INFORMATION                                         |   |     
|          | ITEM 1.FINANCIAL STATEMENTS                                   |   | 1   
|          | ITEM 2.MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF        |   |     
|          | OPERATION                                                     |   | 2   
|          | ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT         |   |     
|          | MARKET
 RISKS                                                 |   | 4   
|          | ITEM 4.CONTROLS AND PROCEDURES                                |   | 4   
|         
|PART II   | OTHER INFORMATION                                             |   |     
|          | ITEM 1.LEGAL PROCEEDINGS                                      |   | 6   
|          | ITEM 2.UNREGISTERED
    SALES OF EQUITY SECURITIES AND USE OF |   |     
|          | PROCEEDS                                                      |   | 6   
|          | ITEM 3.DEFAULTS UPON SENIOR SECURITIES                        |   | 6   
|          | ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS    |   | 6   
|          | ITEM 5.OTHER INFORMATION                                      |   | 6   
|          | ITEM 6.EXHIBITS                                               |   | 6   
|         
|SIGNATURE |                                                               | 7

i

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PART I     FINANCIAL INFORMATION

ITEM 1.      FINANCIAL STATEMENTS

Index to Financial Statements

|                                                                           |  |    
|-------------------------------------------------------------------------- |  | ---
|Consolidated Balance Sheets as of September 30, 2008 (unaudited)           |  |    
|and December 31, 2007 (audited)                                            |  | F1
|Consolidated Statements of Operations (Unaudited)                          |  |    
|For the Nine and Three Months ended September 30, 2008 and 2007            |  | F2
|Consolidated Statements of Stockholders Deficiency (Unaudited)            |  |    
|For the Nine Months ended September 30, 2008                               |  | F3
|Condensed Consolidated Statements of Cash Flows (Unaudited)                |  |    
|For the Nine Months ended September 30, 2008 and 2007                      |  | F4
|Notes to Consolidated Financial Statements for September 30, 2008 and 2007 |  | F5









1

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SLM HOLDINGS, INC. and SUBSIDIARYCONSOLIDATED BALANCE SHEETS

|                                                                       |  |                    |             |                   |  |   |             |  
|---------------------------------------------------------------------- |  | ------------------ | ----------- | ----------------- |  | - | ----------- | -
|                                                                       |  | Unaudited          |             | Audited          
|                                                                       |  | September 30, 2008 |             | December 31, 2007
|                                                                      
|ASSETS                                                                
|                                                                      
|Current Assets                                                         |  |                    |             |                   |  |   |             |  
|Cash and Cash Equivalents                                              |  | $                  | 1,131       |                   |  | $ | 19,459      |  
|Accounts Receivable                                                    |  |                    | 10,466      |                   |  |   | 23,402      |  
|Prepaid Expenses and Other Current Assets                              |  |                    | 6,000       |                   |  |   | 7,770       |  
|Total Current Assets                                                   |  |                    | 17,597      |                   |  |   | 50,631      |  
|Property and Equipment, Net                                            |  |                    | 7,964       |                   |  |   | 20,369      |  
|                                                                      
|Other Assets                                                           |  |                    |             |                   |  |   |             |  
|Intangible Assets, Net                                                 |  |                    | 46,390      |                   |  |   | 48,889      |  
|Goodwill                                                               |  |                    | 1,480,000   |                   |  |   | 1,480,000   |  
|Security Deposits                                                      |  |                    | 3,341       |                   |  |   | 3,341       |  
|Total Other Assets                                                     |  |                    | 1,529,731   |                   |  |   | 1,532,230   |  
|TOTAL ASSETS                                                           |  | $                  | 1,555,292   |                   |  | $ | 1,603,230   |  
|                                                                      
|LIABILITIES AND STOCKHOLDERS' DEFICIENCY                              
|                                                                      
|Current Liabilities                                                    |  |                    |             |                   |  |   |             |  
|Accounts Payable and Accrued Expenses                                  |  | $                  | 726,127     |                   |  | $ | 644,940     |  
|Deferred Revenue                                                       |  |                    | 21,500      |                   |  |   | 0           |  
|Deferred Compensation                                                  |  |                    | 669,880     |                   |  |   | 398,130     |  
|Equipment Loans Payable                                                |  |                    | 11,910      |                   |  |   | 11,910      |  
|Notes Payable                                                          |  |                    | 435,500     |                   |  |   | 437,500     |  
|Notes Payable - Related Parties                                        |  |                    | 105,000     |                   |  |   | 105,000     |  
|Convertible Notes Payable - Net of Discount                            |  |                    | 760,000     |                   |  |   | 780,000     |  
|Total Current Liabilities                                              |  |                    | 2,729,917   |                   |  |   | 2,377,480   |  
|                                                                      
|Long-Term Liabilities                                                  |  |                    |             |                   |  |   |             |  
|Note Payable - Venture Fund                                            |  |                    | 352,748     |                   |  |   | 352,748     |  
|Equipment Loans Payable, net of current portion                        |  |                    | 25,540      |                   |  |   | 31,033      |  
|Total Long-Term Liabilities                                            |  |                    | 378,288     |                   |  |   | 383,781     |  
|Total Liabilities                                                      |  |                    | 3,108,205   |                   |  |   | 2,761,261   |  
|                                                                      
|Stockholders' Deficiency                                               |  |                    |             |                   |  |   |             |  
|Preferred Stock - $.0001 par value, 10,000,000 Shares                  |  |                    |             |                   |  |   |             |  
|Authorized, None Issued and Oustanding at                              |  |                    |             |                   |  |   |             |  
|September 30, 2008 and December 31, 2007                               |  |                    | -           |                   |  |   | -           |  
|Common Stock - $.0001 par value, 100,000,000 Shares                    |  |                    |             |                   |  |   |             |  
|Authorized, 64,135,833 and 59,285,833 Shares Issued and Outstanding at |  |                    |             |                   |  |   |             |  
|September 30, 2008 and December 31, 2007                               |  |                    | 6,414       |                   |  |   | 5,929       |  
|Additional Paid-In Capital                                             |  |                    | 15,635,798  |                   |  |   | 15,229,550  |  
|Accumulated Deficit                                                    |  |                    | (17,195,125 | )                 |  |   | (16,393,510 | )
|Total Stockholders' Deficiency                                         |  |                    | (1,552,913  | )                 |  |   | (1,158,031  | )
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                         |  | $                  | 1,555,292   |                   |  | $ | 1,603,230   |  

See Notes to the Consolidated Financial Statements

F1

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SLM HOLDINGS, INC. and SUBSIDIARYCONSOLIDATED STATEMENTS OF OPERATIONS(UNAUDITED)

|                                                           |  |   |                                     |   |  |   |                                      |   |  |   |            |   |  |   |            |  
|---------------------------------------------------------- |  | - | ----------------------------------- | - |  | - | ------------------------------------ | - |  | - | ---------- | - |  | - | ---------- | -
|                                                           |  |   | For the Nine Months Ended September |   |  |   | For the Three Months Ended September |  
|                                                           |  |   | 30,                                 |   |  |   | 30,                                  |  
|                                                           |  |   | 2008                                |   |  |   | 2007                                 |   |  |   | 2008       |   |  |   | 2007       |  
|                                                          
|Revenues                                                   |  | $ | 576,350                             |   |  | $ | 121,772                              |   |  | $ | 83,644     |   |  | $ | 42,912     |  
|                                                          
|Operating Costs and Expenses                               |  |   |                                     |   |  |   |                                      |   |  |   |            |   |  |   |            |  
|Marketing and Advertising                                  |  |   | 99,118                              |   |  |   | 46,603                               |   |  |   | 6,717      |   |  |   | 11,742     |  
|Consulting Fees                                            |  |   | 381,442                             |   |  |   | 248,167                              |   |  |   | 131,000    |   |  |   | 205,667    |  
|Consulting Fees - Related Party                            |  |   | -                                   |   |  |   | 28,500                               |   |  |   | -          |   |  |   | -          |  
|Rent                                                       |  |   | -                                   |   |  |   | 16,752                               |   |  |   | -          |   |  |   | 8,307      |  
|Professional Fees                                          |  |   | 183,822                             |   |  |   | 115,818                              |   |  |   | 47,937     |   |  |   | 42,439     |  
|Travel and Entertainment                                   |  |   | 68,882                              |   |  |   | 18,873                               |   |  |   | -          |   |  |   | 10,576     |  
|Office                                                     |  |   | 23,302                              |   |  |   | 22,686                               |   |  |   | (1,237     | ) |  |   | 9,056      |  
|Other General and Administrative Expenses, including       |  |   |                                     |   |  |   |                                      |   |  |   |            |   |  |   |            |  
|$216,150 and $1,247,566 of Stock-Based Compensation        |  |   |                                     |   |  |   |                                      |   |  |   |            |   |  |   |            |  
|for the Nine Months Ended September 30, 2008 and 2007, and |  |   |                                     |   |  |   |                                      |   |  |   |            |   |  |   |            |  
|$76,000 and $0 for the Three Months Ended September 30     |  |   |                                     |   |  |   |                                      |   |  |   |            |   |  |   |            |  
|2008 and 2007, respectively                                |  |   | 456,530                             |   |  |   | 1,592,264                            |   |  |   | 128,919    |   |  |   | 1,179,819  |  
|Depreciation and Amortization                              |  |   | 14,904                              |   |  |   | 66,938                               |   |  |   | 4,968      |   |  |   | 22,313     |  
|                                                          
|Total Operating Expenses                                   |  |   | 1,228,000                           |   |  |   | 2,156,601                            |   |  |   | 318,304    |   |  |   | 1,489,919  |  
|                                                          
|Loss from Operations                                       |  |   | (651,650                            | ) |  |   | (2,034,829                           | ) |  |   | (234,660   | ) |  |   | (1,447,007 | )
|                                                          
|Interest Expense, Net                                      |  |   | 149,965                             |   |  |   | 1,224,156                            |   |  |   | 39,954     |   |  |   | 172,421    |  
|                                                          
|Net Loss                                                   |  | $ | (801,615                            | ) |  | $ | (3,258,985                           | ) |  | $ | (274,614   | ) |  | $ | (1,619,428 | )
|                                                          
|Net Loss per common share:                                 |  |   |                                     |   |  |   |                                      |   |  |   |            |   |  |   |            |  
|Basic and diluted                                          |  | $ | (0.01                               | ) |  | $ | (0.07                                | ) |  | $ | (0.00      | ) |  | $ | (0.03      | )
|                                                          
|Weighted average number of shares outstanding              |  |   | 61,420,277                          |   |  |   | 44,962,520                           |   |  |   | 63,535,833 |   |  |   | 49,284,916 |  





See Notes to the Consolidated Financial Statements

F2

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SLM HOLDINGS, INC. and SUBSIDIARYCONSOLIDATED STATEMENTS OF STOCKHOLDERS DEFICIENCY(UNAUDITED)

|                                       |  |              |  |   |         |  |   |             |  |   |             |   |  |   |            |  
|-------------------------------------- |  | ------------ |  | - | ------- |  | - | ----------- |  | - | ----------- | - |  | - | ---------- | -
|                                       |  |              |  |   |         |  |   | Additional  |  |   |             |   |  |   |            |  
|                                       |  | Common Stock |  |   | Paid-in |  |   | Accumulated |  |   |             |   | 
|                                       |  | Shares       |  |   | Amount  |  |   | Capital     |  |   | Deficit     |   |  |   | Total      |  
|Balance at January 1, 2008             |  | 59,285,833   |  | $ | 5,929   |  | $ | 15,229,550  |  | $ | (16,393,510 | ) |  | $ | (1,158,031 | )
|Issuance of Common Stock in connection |  |              |  |   |         |  |   |             |  |   |             |   |  |   |            |  
|with Financing                         |  | 25,000       |  |   | 2       |  |   | 3,748       |  |   |             |   |  |   | 3,750      |  
|Issuance of Common Stock in connection |  |              |  |   |         |  |   |             |  |   |             |   |  |   |            |  
|with Conversion                        |  | 2,550,000    |  |   | 255     |  |   | 180,578     |  |   |             |   |  |   | 180,833    |  
|Issuance of Common Stock in connection |  |              |  |   |         |  |   |             |  |   |             |   |  |   |            |  
|with Services                          |  | 2,275,000    |  |   | 228     |  |   | 221,922     |  |   |             |   |  |   | 222,150    |  
|                                      
|Net Loss                               |  |              |  |   |         |  |   |             |  |   | (801,615    | ) |  |   | (801,615   | )
|Balance at September 30, 2008          |  | 64,135,833   |  | $ | 6,414   |  | $ | 15,635,798  |  | $ | (17,195,125 | ) |  | $ | (1,552,913 | )

See Notes to the Consolidated Financial Statements

F3

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SLM HOLDINGS, INC. and SUBSIDIARYCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(UNAUDITED)

|                                                               |  |      |          |      |  |   |            |  
|-------------------------------------------------------------- |  | ---- | -------- | ---- |  | - | ---------- | -
|                                                               |  | 2008 |          | 2007
|                                                              
|Cash Flows from Operating Activities:                          |  |      |          |      |  |   |            |  
|Net Loss                                                       |  | $    | (801,615 | )    |  | $ | (3,258,985 | )
|Adjustments to Reconcile Net Loss to                           |  |      |          |      |  |   |            |  
|Net Cash Provided By (Used In) Operating Activities:           |  |      |          |      |  |   |            |  
|Depreciation and Amortization                                  |  |      | 14,904   |      |  |   | 66,938     |  
|Issuance of Stock Based Compensation                           |  |      | 216,150  |      |  |   | 1,247,566  |  
|Issuance of Common Stock for Interest                          |  |      | 3,750    |      |  |   | 1,084,661  |  
|Issuance of Note Payable for Services                          |  |      | 50,000   |      |  |   | -          |  
|Issuance of Convertible Note Payable for Services              |  |      | 55,000   |      |  |   | -          |  
|Changes in assets and liabilities:                             |  |      |          |      |  |   |            |  
|Accounts Receivable                                            |  |      | 12,936   |      |  |   | (27,625    | )
|Prepaid Expenses                                               |  |      | 1,770    |      |  |   | (45,145    | )
|Employee Advances                                              |  |      | -        |      |  |   | (300       | )
|Security Deposits                                              |  |      | -        |      |  |   | 2,333      |  
|Accounts Payable and Accrued Expenses                          |  |      | 168,020  |      |  |   | 242,459    |  
|Deferred Revenue                                               |  |      | 21,500   |      |  |   | -          |  
|Deferred Compensation                                          |  |      | 271,750  |      |  |   | 135,395    |  
|                                                              
|Net Cash Provided By (Used In) Operating Activities            |  |      | 14,165   |      |  |   | (552,703   | )
|                                                              
|Cash Flows from Financing Activities:                          |  |      |          |      |  |   |            |  
|Proceeds from Issuance of Common Stock, Net of Costs           |  |      | -        |      |  |   | 12,500     |  
|Proceeds from Issuance of Common Stock for Exercise of Warrant |  |      | -        |      |  |   | 13,500     |  
|Payments to Equipment Loan Payable                             |  |      | (5,493   | )    |  |   | (7,619     | )
|Repayments of Notes Payable                                    |  |      | (52,000  | )    |  |   | (47,252    | )
|Proceeds from Convertible Notes                                |  |      | 25,000   |      |  |   | 558,500    |  
|                                                              
|Net Cash (Used In) Provided By Financing Activities            |  |      | (32,493  | )    |  |   | 529,629    |  
|                                                              
|Decrease in Cash and Cash Equivalents                          |  |      | (18,328  | )    |  |   | (23,074    | )
|Cash and Cash Equivalents - Beginning of Period                |  |      | 19,459   |      |  |   | 40,228     |  
|CASH AND CASH EQUIVALENTS - END OF PERIOD                      |  | $    | 1,131    |      |  | $ | 17,154     |  
|                                                              
|Schedule of Non-Cash Financing Activities:                     |  |      |          |      |  |   |            |  
|Issuance of Common Stock in connection with Conversion         |  |      |          |      |  |   |            |  
|of Convertible Notes and Related Interest                      |  | $    | 180,833  |      |  | $ | 1,448,306  |  
|Issuance of Common Stock in connection with Financing          |  |      | 3,750    |      |  |   | -          |  
|Issuance of Common Stock in connection with Services           |  |      | 222,150  |      |  |   | -          |  
|Issuance of Common Stock in connection with                    |  |      |          |      |  |   |            |  
|Asset Purchase Agreement                                       |  |      | -        |      |  |   | 1,050,000  |  

See Notes to the Consolidated Financial Statements

F4

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SLM HOLDINGS, INC.Notes to Consolidated Financial StatementsSeptember 30, 2008 and 2007

Note 1 - Nature of the Business

Sales Lead Management, Inc. (SLM) was incorporated as a New York corporation on May 10, 2001. 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 raising capital.

The accompanying unaudited condensed consolidated financial statements of SLM have been prepared by the Company in accordance with generally accepted accounting principles for interim financial information and with
instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  However, in the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated
financial statements for the year ended December 31,2007, and the notes thereto included in the Company's Annual Report on Form 10-KSB filed with the United States Securities and Exchange Commission on April 15, 2008. Results of consolidated
operations for the interim periods are not necessarily indicative of a full year's operating results.

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.

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.

Intangible assets

Intangible assets are initally 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.

F5

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SLM HOLDINGS, INC.Notes
to Consolidated Financial Statements (contd)September
30, 2008 and 2007

Note 3 - Summary of Significant Accounting Policies (continued)

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 impairment loss would be recognized when the carrying amount of goodwill exceeds its implied fair value. The Companys evaluation of goodwill is completed at year end, the results at December 31, 2007 resulted in no
impairment losses.

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 remeasurement 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 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 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 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.

F6

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SLM HOLDINGS, INC.Notes
to Consolidated Financial Statements (contd)
September 30, 2008 and 2007

Note 3 - Summary of Significant Accounting Policies (continued)

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.

In March 2008, the Financial Accounting Standards Board (FASB) issued SFAS No. 161, Disclosure about Derivative Instruments and Hedging Activities  an amendment of FASB No. 133. This Statement requires
enhanced disclosure about an entitys derivative and hedging activities. The effective date for this Statement is for financial statements issued for fiscal year and interim periods beginning after November 15, 2008. The application of this
statement is not expected to have a material effect on the Companys results of operations or financial position.

In May 2008, the Financial Accounting Standards Board (FASB) issued SFAS No. 163, Accounting for Financial Guarantee Insurance Contracts  an interpretation of FASB N0.60. The Statement requires that an insurance
enterprise recognize a claim liability prior to an event of default, when the evidence that credit deterioration has occurred in an insured financial obligation. This Statement is effective for fiscal years beginning after December 15, 2008, and
interim periods within the fiscal year. 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. For the three months and nine months ended September 30, 2008 and 2007, 11,984,745 and 20,257,834, 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 September 30, 2008, the Company had net operating loss carryforwards of approximately $6,210,000, which expire through 2027.  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 September 30, 2008, the deferred tax asset of approximately $2,318,000 has been offset by a valuation
allowance of $2,318,000.

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SLM HOLDINGS, INC.Notes to Consolidated Financial Statements (contd)September 30, 2008 and 2007

Note 3 - Summary of Significant Accounting Policies (continued)

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.

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 2008 and 2007 was estimated using the Black-Scholes fair value based method with the following weighted average assumptions:

|                        |  |      |   |      |      |  
|----------------------- |  | ---- | - | ---- | ---- | -
|                        |  | 2008 |   | 2007
|Expected life (years)   |  | 5    |   |      | 5    |  
|Risk free interest rate |  | 2.98 | % |      | 4.23 | %
|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 was estimated at $.07. There were no options issued in 2008.

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SLM HOLDINGS, INC.Notes to Consolidated Financial Statements (contd)September 30, 2008 and 2007

Note 3 - Summary of Significant Accounting Policies (continued)

Accounting For Stock-Based Compensation (continued)

The following table represents our stock options granted, exercised, and forfeited during the nine month periods ended September 30, 2008 and 2007:

|                   |  |            |  |   |                  |  |                  |  |   |          
|------------------ |  | ---------- |  | - | ---------------- |  | ---------------- |  | - | ---------
|                   |  |            |  |   | Weighted Average |  | Weighted Average |  |   | Aggregate
|                   |  | Number     |  |   | Exercise Price   |  | Remaining        |  |   | Intrinsic
|Stock Options      |  | of Options |  |   | Per Option       |  | Contractual Term |  |   | Value    
|Outstanding at     |  |            |  |   |                  |  |                  |  |   |          
|January 1, 2007    |  | 4,685,000  |  | $ | .33              |  | 3.8              |  | $ | 180,500  
|Granted            |  | 220,000    |  |   | .40              |  | 10.0             |  |   |          
|Outstanding at     |  |            |  |   |                  |  |                  |  |   |          
|September 30, 2007 |  | 4,905,000  |  | $ | .33              |  | 7.3              |  | $ | 180,500  
|                  
|Outstanding at     |  |            |  |   |                  |  |                  |  |   |          
|January 1, 2008    |  | 1,565,416  |  | $ | .39              |  | 5.9              |  | $ | 9,000    
|                  
|Outstanding at     |  |            |  |   |                  |  |                  |  |   |          
|September 30, 2008 |  | 1,565,416  |  | $ | .39              |  | 5.6              |  | $ | 9,000    

Note 4 - Stockholders Deficiency

Warrants

The following table summarizes the Companys activity as it relates to its warrants for the nine months ended September 30, 2008:

|                                          |  |           |  |                 
|----------------------------------------- |  | --------- |  | ----------------
|                                          |  |           |  | Weighted Average
|                                          |  | Shares    |  | Exercise Price  
|                                         
|Balance outstanding at January 1, 2008    |  | 7,412,181 |  | .31             
|Issued                                    |  | 360,415   |  | .27             
|                                         
|Balance outstanding at September 30, 2008 |  | 7,772,596 |  | .31             

The following is additional information with respect to the Companys warrants as of September 30, 2008.

|                  |  |  |             |  |                    |  |             |  |   |               
|----------------- |  |  | ----------- |  | ------------------ |  | ----------- |  | - | --------------
|                  |  |  |             |  | Weighted Average   |  |             |  |   | Weighted      
|                  |  |  | Number      |  | Remaining Years of |  | Number      |  |   | Average       
|Range of Exercise |  |  | Outstanding |  | Contractual Life   |  | Exercisable |  |   | Exercise Price
|                 
|$0.00 - $.02      |  |  | 200,000     |  | 1.00               |  | 200,000     |  | $ | .02           
|02 -.20           |  |  | 6,203,096   |  | 3.00               |  | 6,203,096   |  |   | .12           
|40 -.50           |  |  | 286,000     |  | 5.00               |  | 286,000     |  |   | .48           
|1.00              |  |  | 773,500     |  | 1.00               |  | 773,500     |  |   | 1.00          
|2.50              |  |  | 310,000     |  | 2.00               |  | 310,000     |  |   | 2.50          
|                 
|$0.00  2.50      |  |  | 7,772,596   |  | 3.00               |  | 7,772,596   |  | $ | .31           

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ITEM 2.      MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

This Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934,
as amended, or the Exchange Act. All statements other than statements of historical facts, included in this Form 10-Q that address activities, events or developments that we expect or anticipate will or may occur in the future, including such things
as future capital expenditures (including the amount and nature thereof), business strategy and measures to implement strategy, competitive strength, goals, expansion and growth of our business and operations, plans, references to future success,
reference to intentions as to future matters and other such matters are forward-looking statements. These statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current
conditions and expected future developments as well as other factors we believe are appropriate in the circumstances. However, whether actual results and developments will conform to our expectations and predictions is subject to a number of risks
and uncertainties, and other factors, many of which are beyond our control. Consequently, all of the forward-looking statements made in this Form 10-Q are qualified by these cautionary statements and we cannot assure you that the actual results or
developments anticipated by us will be realized or, even if realized, that they will have the expected consequences to or effects on us, our business or operations. We have no intention, and disclaim any obligation, to update or revise any
forward-looking statements, whether as a result of new information, future results or otherwise. Unless otherwise indicated or the context otherwise requires, all references to SLM, the Company, we, us
or our and similar terms refer to SLM Holdings, Inc.

General

SLM Holdings, Inc. (the Company, we, our, or us), a Delaware corporation, was formed on June 8, 2004 when a name change was effected from Southwest Mortgage Corp., which was
incorporated on October 24, 2002 in the State of Delaware (Southwest). Southwest was the surviving company from the Nortex Refrigerated Trucking bankruptcy proceedings.

On August 21, 2007, the Company acquired VerticalFalls Software, Inc. (VerticalFalls), a privately held distributor of desktop-based software. Under the terms of the Agreement, the Company acquired the name and
the right to use the name VerticalFalls Software, Inc. and all copyrights, trademarks and trade names related thereto as well as all title and rights to the Assets then owned by VerticalFalls, as enumerated in the agreement between the
Company and VerticalFalls.

SLM Holdings, Inc. has been approved by the NASD for quotation on theOver the Counter Bulletin Boardunder the quotation symbol SMHI. It is the
holding company for our operating subsidiary, Sales Lead Management, Inc. (SLM), a New York corporation formed in May 2001. 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.

As the Company and its core products evolved, the acronym SLM was changed to stand for Software Leveraged Marketing. Our executive office is located at 99 Sunnyside Blvd., Woodbury, New York 11797. Our telephone
number is (866) 756-5323. We maintain an Internet Web site at HTTP://WWW.SLMBIZ.COM. Information on our Internet website is for informational purposes only.

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For the three months ended September 30, 2008

Results of Operations.

Revenues.We generated revenue of $83,644 for the three months ended September 30, 2008, as compared to $42,912 for the three months ended September 30, 2007. The increase in
revenues from that three month period in 2008 to 2007 was primarily due to increase in marketing, which has generated more revenue.

Operating Expenses.For the three months ended September 30, 2008, our total operating expenses were $318,304, as compared to total operating expenses of $1,489,919 for the
three months ended September 30, 2007.  The decrease in total operating expenses was due primarily to the decrease in stock-based compensation of approximately $1,100,000, as well as a decrease in consulting fees of approximately $75,000.

For the Nine months ended September 30, 2008

Results of Operations.

Revenues.We generated revenue of $576,350 for the nine months ended September 30, 2008, as compared to $121,772 for the nine months ended September 30, 2007. The increase in
revenues from 2008 to 2007 was primarily due to increase in marketing, which has generated more revenue.

Operating Expenses.For the nine months ended September 30, 2008, our total operating expenses were $1,228,000, as compared to total operating expenses of $2,156,601 for the
nine months ended September 30, 2007.  The decrease in total operating expenses was due primarily to the decrease in stock-based compensation of approximately $1,040,000.

Liquidity and Capital Resources.We had cash of $1,131 and accounts receivable of $10,466 as of September 30, 2008, together with $6,000 of prepaid expenses making our
total current assets $17,597.

To date we have funded our operations primarily from multiple sales of the private placement of our securities to accredited investors, loans from accredited investors including a Board advisor and an Institutional
placement of a senior loan with the Aegis New York State Venture Capital Fund. Our Executive Chairman has also loaned the Company $100,000. We have raised approximately $5,050,000 to date.

To date, we have incurred substantial losses, and will require financing for working capital to meet our operating obligations. We anticipate that we will require financing on an ongoing basis for possibly the last quarter
of 2008 and the first quarter of 2009, which we will seek. There can be no assurance that such financing will be available. We intend to seek to raise up to $5,000,000 in additional funding through the private issuance of common stock or through
the private issuance of notes. The net proceeds from the offering will be used to pay down any non-converted Notes including Aegis Capital and leave the Company in excess of $3,000,000 of net proceeds to operate and grow sales and earnings for
the next twenty-four months. SLM may also utilize the funds along with its shares to acquire several other possible private software companies that management has identified to have compelling synergies to SLM and our product line. We have not
entered into any agreements with any entity or banker for such financing and there can be no assurance that we will be able to do so.

The Software as a Service model (SOS) that we have structured our business around is an extremely tried and tested approach. Management believes that if handled properly, the margins for the right software

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solution can be significant as witnessed by many of the industry leaders including IBM and Salesforce.com.

The costs to be incurred, as well as the obligations that need to be met by reason of becoming a publicly reporting company will be taken from revenues earned through operations. We also intend to secure additional
financing from outside sources in order to meet these costs and obligations. At this time, no agreements have been entered into relative to future financing of the Company and there are assurances that such will be obtained.

Off Balance Sheet Reports

The Company had no off balance sheet transactions during the nine months ended September 30, 2008.

ITEM 3.      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

There have been no significant changes in our market risks since the year ended December 31, 2007. For more information, please read the consolidated financial statements and notes thereto included in our Annual Report on
Form 10-KSB for the year ended December 31, 2007.

ITEM 4.      CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

Based on the Chief Executive and Financial Officers evaluation as of the end of the period covered by this Quarterly Report on Form 10-Q, he has concluded that the Companys disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective as of September 30, 2008. Our Chief Executive Officer and Chief Financial Officer has concluded that we have a material weaknesses in our internal control over
financial reporting as of September 30, 2008.

A control system, no matter how well conceived and operated, can provide only reasonable assurance that the objectives of the control system are met. Our management, including our chief executive officer and chief financial
officer, does not expect that our disclosure controls and procedures or internal control over financial reporting will prevent all errors and fraud. Further, the design of a control system must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues within our company have been
detected. These inherent limitations include the reality that judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistakes. The design of any control system is also based, in part, upon certain
assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in
conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a control system, misstatements due to error or fraud may occur and not be detected. A material weakness is a deficiency,
or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Companys annual or interim financial statements will not be prevented or detected
on a timely basis.

Management has identified a material weakness in its period-end financial reporting process relating to the conversion of convertible notes payable. As a result of human error, the conversion letters, which

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were executed prior to period end, were not accounted for in this quarters closing process. This control deficiency resulted in an adjustment to our September 30, 2008 financial statements and could have resulted in
an understatement of equity and an overstatement in the convertible notes payable and accrued interest of $110,000, if not detected and prevented.

As described below under the headingChanges in Internal Controls Over Financial Reporting,we have taken a number of steps designed to
improve our accounting and recording of these transactions.

Changes in Internal Control Over Financial Reporting Except as described below, there have been no changes in our internal control over financial reporting since September 30,
2008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Remediation- In response to the material weakness identified above, we continue the process of initiating additional review procedures to reduce the likelihood of future human error
and improving communication between officers. We have implemented new procedures and checklists for signing and recording any contracts or conversions.

We believe the above remediation steps will provide us with the infrastructure and processes necessary to accurately prepare our financial statements on a quarterly basis. We will continue to implement these remedial steps
to ensure operating effectiveness of the improved internal controls over financial reporting.

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PART II      OTHER INFORMATION

ITEM 1.      LEGAL PROCEEDINGS

The Company is not a party to any litigation.

Our address for service of process is 99 Sunnyside Blvd., Woodbury, NY 11797.

ITEM 2.      UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.      DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5.      OTHER INFORMATION

None.

ITEM 6.      EXHIBITS

|Exhibit |  |                                         
|------- |  | ----------------------------------------
|No.     |  | No. Identification of Exhibit           
|        |  |                                         
|3.1     |  | Articles of Incorporation*              
|       
|3.2     |  | By-Laws*                                
|       
|31.1    |  | Sarbanes Oxley Section 302 Certification
|       
|32.1    |  | Sarbanes Oxley Section 906 Certification

* Previously filed

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SIGNATURE

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

SLM HOLDINGS, INC.


| | By: | /s/ Jason Bishara                                                       | 
| | --- | ----------------------------------------------------------------------- | 
| |     | Jason BisharaPrincipal Executive Officer and PrincipalFinancial Officer

Date: November 14, 2008

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