U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ----------------------

                                   FORM 10-QSB

                             ----------------------

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
    1934

         For the quarterly period ended SEPTEMBER 30, 2007

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934

         For the transition period from _______ to ________

                        COMMISSION FILE NUMBER: 021-46872

                               SLM HOLDINGS, INC.
                               ------------------
                 (Name of small business issuer in its charter)

                DELAWARE                                  42-155574
--------------------------------------------------------------------------------
     (State or other jurisdiction of        (I.R.S. Employer Identification No.)
     incorporation or organization)

            99 SUNNYSIDE BLVD.
              WOODBURY, NY                                 11797
--------------------------------------------------------------------------------
(Address of principal executive offices)                 (Zip Code)

                                 (866) 756-5323
                                 --------------
                           (Issuer's telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No[ ]

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

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

As of November 11, 2007, the issuer had 56,800,583 shares of its common stock
issued and outstanding.

Transitional Small Business Disclosure Format (check one): Yes[ ] No [X]




--------------------------------------------------------------------------------

<PAGE>



                               SLM HOLDINGS, INC.
                               FORM 10-QSB REPORT
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION
<S>                                                                                                                <C>
         Item 1.  Consolidated Financial Statements (Unaudited)

                  Consolidated Balance Sheets - September 30, 2007, and December 31, 2006 (Audited)                2

                  Consolidated Statements of Operations for the nine month and three month periods ended
                  September 30, 2007 and 2006                                                                      3

                  Consolidated Statements of Stockholders' Deficiency for the nine months ended
                  September 30, 2007 and 2006                                                                      4

                  Consolidated Statements of Cash Flows for the nine month periods ended
                  September 30, 2007 and 2006                                                                      5

                  Notes to Consolidated Financial Statements                                                       6

         Item 2.  Management's Discussion and Analysis or Plan of Operation                                        14

         Item 3.  Controls and Procedures                                                                          16

PART II - OTHER INFORMATION

         Item 1.  Legal Proceedings                                                                                16

         Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds                                      16

         Item 3.  Defaults Upon Senior Securities                                                                  16

         Item 4.  Submission of Matters to a Vote of Security Holders                                              17

         Item 5.  Other Information                                                                                17

         Item 6.  Exhibits                                                                                         17

SIGNATURES                                                                                                         18
</TABLE>




--------------------------------------------------------------------------------

<PAGE>




PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.


                       SLM Holdings, Inc. and Subsidiary
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                     Unaudited            Audited
                                                                                September 30, 2007   December 31, 2006
                                                                                ------------------   -----------------
<S>                                                                             <C>                  <C>
                                     ASSETS

CURRENT ASSETS
   Cash and Cash Equivalents                                                    $           17,154   $          40,228
   Accounts Receivable                                                                      52,749              25,124
   Prepaid Expenses and Other Current Assets                                                     0              45,445
                                                                                ------------------   -----------------

      Total Current Assets                                                                  69,903             110,797
                                                                                ------------------   -----------------

PROPERTY AND EQUIPMENT, NET                                                                 40,112             107,049
                                                                                ------------------   -----------------

OTHER ASSETS
   Intangible Assets, Net                                                                1,580,000                   0
   Security Deposits                                                                         3,341               5,674
                                                                                ------------------   -----------------

      Total Other Assets                                                                 1,583,341               5,674
                                                                                ------------------   -----------------

TOTAL ASSETS                                                                    $        1,693,356   $         223,520
                                                                                ==================   =================

                     LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
   Accounts Payable and Accrued Expenses                                        $          439,348   $         276,084
   Deferred Compensation                                                                   338,000             202,605
   Equipment Loans Payable                                                                  11,910              10,098
   Notes Payable                                                                           380,000                   0
   Notes Payable - Related Parties                                                         105,000             105,000
   Convertible Notes Payable - Net of Discount                                             858,500           1,645,000
                                                                                ------------------   -----------------

      Total Current Liabilities                                                          2,132,758           2,238,787
                                                                                ------------------   -----------------
LONG-TERM LIABILITIES
   Note Payable - Venture Fund                                                             352,748             400,000
   Equipment Loans Payable, net of current portion                                          33,727              43,158
                                                                                ------------------   -----------------
      Total Long-Term Liabilities                                                          386,475             443,158
                                                                                ------------------   -----------------
      Total Liabilities                                                                  2,519,233           2,681,945
                                                                                ------------------   -----------------
STOCKHOLDERS' DEFICIENCY
   Preferred Stock - $.0001 par value, 10,000,000 Shares
     Authorized, None Issued and Oustanding at
     September 30, 2007 and December 31, 2006                                                   --                  --
   Common Stock - $.0001 par value, 100,000,000 Shares
     Authorized, 56,800,583 and 36,981,050 Shares Issued and Outstanding at
     September 30, 2007 and December 31, 2006                                                5,680               3,698
   Additional Paid-In Capital                                                           14,702,803           9,813,252
   Accumulated Deficit                                                                 (15,534,360)        (12,275,375)
                                                                                ------------------   -----------------

      Total Stockholders' Deficiency                                                      (825,877)         (2,458,425)
                                                                                ------------------   -----------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                  $        1,693,356   $         223,520
                                                                                ==================   =================
</TABLE>

See notes to consolidated financial statements.

                                      - 2 -

<PAGE>

                        SLM Holdings, Inc. and Subsidiary
               CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED

<TABLE>
<CAPTION>
                                                         For the Nine Months Ended September   For the Three Months Ended September
                                                                         30,                                   30,
                                                         -----------------------------------   ------------------------------------
                                                              2007                2006               2007                2006
                                                         ----------------    ---------------   ----------------    ----------------
<S>                                                      <C>                 <C>               <C>                 <C>
Revenues                                                 $        121,772    $       274,171   $         42,912    $         90,948
                                                         ----------------    ---------------   ----------------    ----------------

Operating Costs and Expenses
   Marketing and Advertising                                       46,603             67,081             11,742              19,624
   Consulting Fees                                                248,167             74,319            205,667              12,806
   Consulting Fees - Related Party                                 28,500                 --                 --                  --
   Rent                                                            16,752             75,662              8,307              11,559
   Professional Fees                                              115,818            209,079             42,439              40,412
   Travel and Entertainment                                        18,873             69,621             10,576              21,321
   Office                                                          22,686             36,833              9,056               8,173
   Other General and Administrative Expenses,
     including $1,247,566 and $8,000 of
     Stock-Based Compensation for the Nine Months
     Ended 2007 and 2006, respectively                          1,592,264            642,224          1,179,819             179,545
   Depreciation and Amortization                                   66,938             66,938             22,313              22,313
                                                         ----------------    ---------------   ----------------    ----------------

      Total Operating Expenses                                  2,156,601          1,241,757          1,489,919             315,753
                                                         ----------------    ---------------   ----------------    ----------------

      Loss from Operations                                     (2,034,829)          (967,586)        (1,447,007)           (224,805)

Interest Expense, Net                                           1,224,156          1,024,665            172,421              47,253
                                                         ----------------    ---------------   ----------------    ----------------

      Net Loss                                           $     (3,258,985)   $    (1,992,251)  $     (1,619,428)   $       (272,058)
                                                         ================    ===============   ================    ================

Net Loss per common share:
   Basic and diluted                                     $          (0.05)   $         (0.04)  $          (0.03)   $          (0.01)
                                                         ================    ===============   ================    ================

Weighted average number of shares outstanding                  44,962,520         30,672,864         49,284,916          30,781,231
                                                         ================    ===============   ================    ================
</TABLE>

See notes to consolidated financial statements.

                                      - 3 -

<PAGE>

                        SLM Holdings, Inc. and Subsidiary
        CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY - UNAUDITED
              For the Nine Months Ended September 30, 2007 and 2006

<TABLE>
<CAPTION>
                                                             Common Stock             Additional
                                                    -----------------------------       Paid-in       Accumulated
                                                       Shares           Amount          Capital         Deficit           Total
                                                    -----------------------------    -------------   -------------    -------------
<S>                                                    <C>           <C>             <C>             <C>              <C>
Balance at January 1, 2006                             29,604,800    $      2,960    $   7,401,834   $  (8,723,069)   $  (1,318,275)

Issuance of Common Stock                                  137,500              14           54,986                           55,000

Issuance of Common Stock in connection
  with Services                                            20,000               2            7,998                            8,000

Granting of Warrants and Value of Beneficial
  Conversion Feature in Connection with Note
  Payable - Venture Fund                                                                   897,101                          897,101

Conversion of Bridge Loan Financing
  and Related Accrued Interest                          1,018,750             102          295,898                          296,000

Net Loss                                                                                                (1,992,251)      (1,992,251)
                                                    -------------    ------------    -------------   -------------    -------------

Balance at September 30, 2006                          30,781,050    $      3,078    $   8,657,817   $ (10,715,320)   $  (2,054,425)
                                                    =============    ============    =============   =============    =============
Balance at January 1, 2007                             36,981,050    $      3,698    $   9,813,252   $ (12,275,375)   $  (2,458,425)

Issuance of Common Stock                                   62,500               6           12,494                           12,500

Conversion of Bridge Loan Financing and Related
  Accrued Interest                                      5,195,078             520        1,487,786                        1,488,306

Issuance of Common Stock in connection with
  Conversion                                            2,773,039             277        1,024,384                        1,024,661

Cost associated with Private Placement
  Memorandum                                                                                (5,000)                          (5,000)

Issuance of Common Stock in connection with
  Financing                                               150,000              15           59,985                           60,000

Issuance of Common Stock in connection with
  Exercise of Warrants                                    675,000              67           13,433                           13,500

Issuance of Common Stock in connection with
  Services                                              5,713,916             572        1,246,994                        1,247,566

Issuance of Common Stock in connection with Asset
  Purchase Agreement                                    5,250,000             525        1,049,475                        1,050,000

Net Loss                                                                                                (3,258,985)      (3,258,985)
                                                    -------------    ------------    -------------   -------------    -------------

Balance at September 30, 2007                          56,800,583    $      5,680    $  14,702,803   $ (15,534,360)   $    (825,877)
                                                    =============    ============    =============   =============    =============
</TABLE>

See notes to consolidated financial statements.

                                      - 4 -

<PAGE>

                       SLM Holdings, Inc. and Subsidiary
               CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
                     For the Nine Months Ended September 30,

<TABLE>
<CAPTION>
                                                                                           2007            2006
                                                                                       ------------    -------------
<S>                                                                                    <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net Loss                                                                            $ (3,258,985)   $ (1,992,251)
Adjustments to Reconcile Net Loss to
   Net Cash Used In Operating Activities:
     Depreciation and Amortization                                                           66,938          66,938
     Accretion on Discount and Beneficial Conversion Value
      on Convertible Notes Payable                                                               --         897,101
     Issuance of Stock Based Compensation                                                 1,247,566           8,000
     Issuance of Common Stock for Interest                                                1,084,661              --
     Changes in assets and liabilities:
      Accounts Receivable                                                                   (27,625)        (52,695)
      Prepaid Expenses                                                                      (45,145)        (33,040)
      Employee Advances                                                                        (300)             51
      Security Deposits                                                                       2,333          (5,532)
      Accounts Payable and Accrued Expenses                                                 242,459         113,885
      Deferred Compensation                                                                 135,395          33,809
                                                                                       ------------    ------------
   Net Cash Used In Operating Activities                                                   (552,703)       (963,734)
                                                                                       ------------    ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Payments for Purchases of Property and Equipment                                            --         (21,665)
                                                                                       ------------    ------------
Net Cash Used In Investing Activities                                                            --         (21,665)
                                                                                       ------------    ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from Issuance of Common Stock, Net of Costs                                    12,500          80,000
     Proceeds from Issuance of Common Stock for Exercise of Warrant                          13,500              --
     Payments to Equipment Loan Payable                                                      (7,619)         (5,591)
     Payments to (Proceeds from) Note Payable - Venture Fund                                (47,252)        400,000
     Proceeds from Convertible Notes                                                        558,500         530,000
     Payments to Convertible Notes                                                               --         (20,000)
     Proceeds from Related Parties                                                               --          61,173
                                                                                       ------------    ------------
Net Cash Provided By Financing Activities                                                   529,629       1,045,582
                                                                                       ------------    ------------
(Decrease) Increase in Cash and Cash Equivalents                                            (23,074)         60,183
Cash and Cash Equivalents - Beginning of Period                                              40,228           3,279
                                                                                       ------------    ------------
CASH AND CASH EQUIVALENTS - END OF PERIOD                                              $     17,154    $     63,462
                                                                                       ============    ============

Schedule of Non-Cash Financing Activities:
 Issuance of Common Stock in connection with Conversion of Convertible Notes
    and Related Interest                                                               $  1,448,306    $    300,000
 Issuance of Common Stock in connection with Asset Purchase Agreement                     1,050,000
</TABLE>

See notes to consolidated financial statements.

                                      - 5 -

<PAGE>

                        SLM Holdings, Inc. and Subsidiary
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           September 30, 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.

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.

                                      - 6 -

<PAGE>

                        SLM Holdings, Inc. and Subsidiary
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           September 30, 2007 and 2006

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.

SOFTWARE COSTS

The Company capitalizes software development costs from the point in time where
technological feasibility has been established until the computer software
product is available to be sold. The Company performs periodic reviews to ensure
that unamortized software costs remain recoverable from future revenue. The
Company is amortizing these software development costs over estimated life of
two years.

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
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.

                                      - 7 -

<PAGE>

                        SLM Holdings, Inc. and Subsidiary
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           September 30, 2007 and 2006

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

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 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.

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 September 30, 2007 and 2006, 20,257,834 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 September 30, 2007, the Company had net operating loss carryforwards of
approximately $6,600,000, which expires 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 September 30, 2007, the deferred
tax asset of approximately $2,200,000 has been offset by a valuation allowance
of $2,200,000.

                                      - 8 -

<PAGE>

                        SLM Holdings, Inc. and Subsidiary
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           September 30, 2007 and 2006

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 now uses the fair
value method required by SFAS No. 123R. The accompanying financial statements
reflect the adoption of this pronouncement as of the beginning of fiscal 2006,
as required. Prior to the adoption of SFAS No. 123R, the Company disclosed the
pro forma effects in accordance with SFAS No.123.

The fair value of options or warrants to purchase the Company's common stock is
now exclusively 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:

      o     exercise price (the price to be paid for a share in the Company's
            common stock);

      o     price of the Company's common stock on the day the options or
            warrants are granted;

      o     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;

      o     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

      o     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.

                                      - 9 -

<PAGE>

                        SLM Holdings, Inc. and Subsidiary
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           September 30, 2007 and 2006

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

ACCOUNTING FOR STOCK-BASED COMPENSATION (CONTINUED)

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                             4.23%     4.59%
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 $.18.

The following table represents our stock options granted, exercised, and
forfeited during the nine months ended September 30, 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               3.06         $  --
    Granted            220,000        .40               10.0            --
------------------  ----------  ----------------  ----------------  ---------
 Outstanding at
September 30, 2007   4,905,000        .36               6.03         $ 90,250
==================  ==========  ================  ================  =========

NOTE 4 - PROPERTY AND EQUIPMENT

Property and equipment consists of the following at:

                                                     September 30,  December 31,
                                                         2007         2006
                                                     ------------  -----------

Computer Equipment                                     $ 370,661    $ 370,661
Furniture and Fixtures                                     2,000        2,000
                                                       ---------    ---------
                                                         372,661      372,661
Less: accumulated depreciation                           332,549      265,612
                                                       ---------    ---------

Property and Equipment, Net                            $  40,112    $ 107,049
                                                       =========    =========

Depreciation expense relating to fixed assets (other than software costs) was
$66,938 for the nine months ended September 30, 2007 and 2006 and $22,313 for
the three months ended September 30, 2007 and 2006.

                                     - 10 -

<PAGE>

                        SLM Holdings, Inc. and Subsidiary
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           September 30, 2007 and 2006

NOTE 5 - EQUIPMENT LOAN PAYABLE

The Company has financed equipment purchased with a financing company. Future
minimum payments at September 30, 2007 are as follows:

                            2007            $  2,479
                            2008              11,910
                            2009              14,084
                            2010              17,164
                                            --------

                                            $ 45,637
                                            ========

NOTE 6 - CONVERTIBLE NOTES PAYABLE

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. The note
bears interest at the annual rate of 10% and has a maturity of July 17, 2007
(the "Maturity Date"). The note and related interest are convertible at any time
prior to maturity at the option of the holder at the rate of five shares of
common stock for each $.20 of principal and accrued interest. 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 $558,500 and a five year warrant to
purchase 558,500 shares of common stock at $1.00 per share, 558,500 shares of
common stock at an average of $.27 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. In September 2007, one of the investors which held a note in the
amount of $50,000 opted to convert all principle and interest into the Company's
common stock.

NOTE 7 - NOTE PAYABLE - VENTURE FUND

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 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.

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 September 30,
2007, the outstanding balance of this loan was $352,748.

                                     - 11 -

<PAGE>

                        SLM Holdings, Inc. and Subsidiary
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           September 30, 2007 and 2006

NOTE 7 - NOTE PAYABLE - VENTURE FUND (CONTINUED)

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 - 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 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 $.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
September 30, 2007 was $105,000.

NOTE 9 - STOCKHOLDERS' DEFICIENCY

WARRANTS

The following table summarizes the Company's activity as it relates to its
warrants for the nine months ended September 30, 2007:

                                                         Weighted Average
                                              Shares      Exercise Price
                                            ----------   ----------------

Balance outstanding at January 1, 2007       6,589,369         $ .35
   Issued                                    1,943,227           .34
   Exercised                                   675,000         $ .02
                                            ----------

Balance outstanding at September 30, 2007    7,857,596
                                            ==========

                                     - 12 -
<PAGE>

                        SLM Holdings, Inc. and Subsidiary
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           September 30, 2007 and 2006

NOTE 9 - STOCKHOLDERS' DEFICIENCY (CONTINUED)

WARRANTS

The following is additional information with respect to the Company's warrants
as of September 30, 2007.

                                 Weighted Average                   Weighted
                     Number     Remaining Years of     Number       Average
Range of Exercise  Outstanding   Contractual Life   Exercisable  Exercise Price
-----------------  -----------  ------------------  -----------  --------------

 $ 0.00 - $ .02        225,000         1.00             225,000      $ .02
    .02 - .20        6,203,096         4.00           6,203,096        .11
    .40 - .50          286,000         5.00             286,000        .48
      1.00             558,500         5.00             558,500       1.00
      2.50             585,000         2.00             585,000       2.50
-----------------  -----------  ------------------  -----------  --------------

 $ 0.00 - 2.50       7,857,596         3.00           7,857,596      $ .36
=================  ===========  ==================  ===========  ==============

NOTE 10 - 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 30,810,000 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.

NOTE 11 - CONCENTRATIONS OF CREDIT RISK

SIGNIFICANT CUSTOMERS

For the nine months ended September 30, 2007, the Company had four customers,
which accounted for 32.8%, 17.1%, 16.1%, and 12% of total revenue. For the nine
months ended September 30, 2006, the Company has four customers, which accounted
for 20.8%, 18.5%, 17.6% and 10.8% of total revenue.

NOTE 12 - 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 approximately
5,250,000 shares of the Company's common stock. The following table summarizes
the preliminary 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 Liabilites                 $    530,000
                                                   ------------

                Total liabilities assumed          $    530,000
                                                   ------------

                Net assets acquired                $  1,050,000
                                                   ------------

                                     - 13 -
<PAGE>

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

THE FOLLOWING DISCUSSION OF OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SHOULD BE READ IN CONJUNCTION WITH THE CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS AND RELATED NOTES INCLUDED ELSEWHERE IN THIS REPORT. CERTAIN
STATEMENTS IN THIS DISCUSSION AND ELSEWHERE IN THIS REPORT CONSTITUTE
FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 21E OF THE SECURITIES
AND EXCHANGE ACT OF 1934. SEE THE "FORWARD LOOKING STATEMENT" IMMEDIATELY
FOLLOWING THE TABLE OF CONTENTS. BECAUSE THIS DISCUSSION INVOLVES RISK AND
UNCERTAINTIES, OUR ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE ANTICIPATED
IN THESE FORWARD-LOOKING STATEMENTS. WE UNDERTAKE NO OBLIGATION TO REVISE OR
UPDATE PUBLICLY ANY FORWARD-LOOKING STATEMENTS FOR ANY REASON.

We specialize in developing products and technology designed to assist
businesses in the financial services industry, such as Securities Brokers and
Financial Planners, that rely on sales to retail customers. Our products and
services manage sales leads and customer data in a more efficient manner, we
believe that this enhanced management significantly increases the amount of
sales leads that are converted into clients and increase sales with existing
customers. We have identified the securities brokerage industry as our first
target market within the retail financial services industry.

During the next 12 months, SLM intends to open a South Florida Sales and
Executive office to complement the growing number of clients we have in the
region. On August 21, 2007, SLM (the "Buyer") entered into an Asset Purchase
Agreement (the "Agreement") with Vertical Falls Software Inc., a Mid-Atlantic
producer and distributor of desktop-based software (the "Seller"), for the
purchase of all the assets, copyrights, trademarks and trade name of the Seller.
Under the Agreement, the parties agreed that as consideration for the Assets,
the Buyer shall, subject to the terms and conditions under the Agreement, (i)
assume the Seller's trade debt in the amount of $150,000; (ii) assume the
Seller's credit line in the amount of $300,000; (iii) assume the Seller's
obligation to National Capital Companies, LLC; and (iv) issue to the Seller's
Chief Executive Officer, Jon Finkelstein, 2,612,500 shares of the Buyers common
stock, and to the Seller's President, Neil Kleinberg, 2,137,500 shares of the
Buyer's common stock.

The Management of SLM views its products and services to be "vertical", this
enables SLM to sell its products and services to any industry that is looking
for Web Based Software Solutions. Some of the planned verticals/industries
include time-share sales, mortgage sales, insurance sales, and even automotive
and marine sales. Additionally, Management believes that there are many
"micro-industries" that utilize permission based email campaigns and that employ
home based workers that can represent a very significant potential target market
for the Company.

We will need additional capital to continue operations, as well as to consummate
any new business opportunities. The Company intends to fund these initiatives
through the sale of equity and from revenues derived from operations. Failure to
obtain sufficient capital or generate sales from operations would have an
adverse effect on our financial position, results of operations, and our ability
to continue as a going concern.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The discussion and analysis of our financial condition and results of operations
is based on our consolidated financial statements that have been prepared
according to accounting principles generally accepted in the United States. In
preparing these financial statements, we are required to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and
expenses and related disclosures of contingent assets and liabilities. We
evaluate these estimates on an ongoing basis. We base these estimates on
historical experience and on various other assumptions that we believe are
reasonable under the circumstances, the results of which form the

                                     - 14 -
<PAGE>

basis for making judgments about the carrying values of assets and liabilities.
Actual results may differ from these estimates under different assumptions or
conditions. We consider the following accounting policies to be the most
important to the portrayal of our financial condition.

REVENUE

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.

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.

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.

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 now uses the fair
value method required by SFAS No. 123R. The accompanying financial statements
reflect the adoption of this pronouncement as of the beginning of fiscal 2006,
as required. Prior to the adoption of SFAS No. 123R, the Company disclosed the
pro forma effects in accordance with SFAS No.123.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements.

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006

RESULTS OF OPERATIONS.

REVENUES. We generated revenue of $121,772 for the nine months ended September
30, 2007, as compared to $274,171 for the nine months ended September 30, 2006.
The decrease in revenues from that nine month period in 2007 to 2006 was
primarily due to the fact that we had decreased our sales force and customers,
therefore generating less revenue.

                                     - 15 -
<PAGE>


OPERATING EXPENSES. For the nine months ended September 30, 2007, our total
operating expenses were $2,156,601, as compared to total operating expenses of
$1,241,757 for the nine months ended September 30, 2006. The increase in total
operating expenses was due primarily to the issuance of stock in connection with
services and the funding.

LIQUIDITY AND CAPITAL RESOURCES. We had cash of $17,154 and accounts receivable
of $52,749 as of September 30, 2007, making our total current assets $69,903.
The total of our property and equipment, less accumulated depreciation, was a
net value of $40,112.

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006

REVENUES. We generated revenue of $42,912 for the three months ended September
30, 2007, as compared to $90,948 for the three months ended September 30, 2006.
The decrease in revenues from that three month period in 2007 to 2006 was
primarily due to the fact that we had decreased our sales force and customers
therefore, generating less revenue.

OPERATING EXPENSES. For the three months ended September 30, 2007, our total
operating expenses were $1,489,919, as compared to total operating expenses of
$315,753 for the three months ended September 30, 2006. The increase in total
operating expenses was due primarily to the issuance of stock in connection with
services.

LIQUIDITY AND CAPITAL RESOURCES. We had cash of $17,154 and accounts receivable
of $52,749 as of the three month period ended September 30, 2007, together with
$0 of prepaid expenses making our total current assets $69,903. The total of our
property and equipment, less accumulated depreciation, was a net value of
$40,112, as compared to cash of $63,462 and accounts receivable of $71,724
as of the three month period ended September 30, 2006 together with $44,752 of
prepaid expenses making our total current assets $179,938.

ITEM 3. CONTROLS AND PROCEDURES.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. As of the end of the period
covered by this quarterly report, our management, under the supervision and with
the participation of our Principal Executive Officer and Principal Financial
Officer, evaluated the effectiveness of the design and operation of our
disclosure controls and procedures pursuant to Rule 13a-15(e) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Based on that evaluation,
the Principal Executive Officer and Principal Financial Officer concluded that
our disclosure controls and procedures as of the end of the period covered by
this report have been designed and are functioning effectively to provide
reasonable assurance that the information we (including our consolidated
subsidiaries) are required to disclose in reports filed under the Exchange Act
is recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms. It should be noted that the design of
any system of controls is 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,
regardless of how remote.

CHANGES IN INTERNAL CONTROLS. There were no changes in our internal control over
financial reporting, that occurred during the nine months ended September 30,
2007, that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.

                           PART II - OTHER INFORMATION

ITEM 1.           LEGAL PROCEEDINGS
                  None.

ITEM 2.           UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
                  None.

ITEM 3.           DEFAULTS UPON SENIOR SECURITIES.
                  None.

                                     - 16 -
<PAGE>


ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
                  None.

ITEM 5.           OTHER INFORMATION

                  There were no matters required to be disclosed in a Current
                  Report on Form 8-K during the fiscal quarter covered by this
                  report that were not so disclosed.

                  There were no changes to the procedures by which security
                  holders may recommend nominees to the Company's Board of
                  Directors since the Company last disclosed such procedures.

ITEM 6.           EXHIBITS

                  NO.      DESCRIPTION
                  ---      -----------
                  31.1     Certification of Principal Executive Officer and
                           the Principal Financial Officer Pursuant to Rules
                           13a-14(a) and 15d-14(a) of the Exchange Act.
                  32.1     Certification of Principal Executive Officer and
                           the Principal Financial Officer Pursuant to 18 U.S.C.
                           Section 1350, as adopted pursuant to Section 906 of
                           the Sarbanes-Oxley Act of 2002.

                                     - 17 -
<PAGE>



                                   SIGNATURES

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

--------------------------------------------------------------------------------
November 14, 2007                          SLM HOLDINGS, INC.


                                           By:   /s/ Jason Bishara
                                                 -------------------
                                           Name:  Jason Bishara
                                           Title: Executive Chairman
--------------------------------------------------------------------------------

                                     - 18 -