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 JUNE 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)

     100 EAST JEFRYN BLVD., SUITE K
             DEER PARK, NY                                 11729
--------------------------------------------------------------------------------
(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 August 15, 2007, the issuer had 45,527,083 shares of its common stock
issued and outstanding.

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


                                      -1-

--------------------------------------------------------------------------------
<PAGE>

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

<TABLE>
<S>      <C>      <C>                                                                                        <C>
PART I - FINANCIAL INFORMATION

         Item 1.  Consolidated Financial Statements (Unaudited)

                  Consolidated Balance Sheets - June 30, 2007, and December 31, 2006 (Audited)               3

                  Consolidated Statements of Operations for the six months and three month periods ended
                  June 30, 2007 and 2006                                                                     4

                  Consolidated Statements of Stockholders' Deficiency for the six months ended
                  June 30, 2007 and 2006                                                                     5

                  Consolidated Statements of Cash Flows for the six-month periods ended
                  June 30, 2007 and 2006                                                                     6

                  Notes to Consolidated Financial Statements                                                 7

         Item 2.  Management's Discussion and Analysis or Plan of Operation                                  17

         Item 3.  Controls and Procedures                                                                    19

PART II - OTHER INFORMATION

         Item 1.  Legal Proceedings                                                                          20

         Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds                                20

         Item 3.  Defaults Upon Senior Securities                                                            20

         Item 4.  Submission of Matters to a Vote of Security Holders                                        20

         Item 5.  Other Information                                                                          20

         Item 6.  Exhibits                                                                                   20

SIGNATURES                                                                                                   21
</TABLE>


                                      -2-

--------------------------------------------------------------------------------
<PAGE>

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.



                        SLM Holdings, Inc. and Subsidiary
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                    Unaudited             Audited
                                                                                  June 30, 2007      December 31, 2006
                                                                                  -------------      -----------------
                                                       ASSETS

<S>                                                                                <C>                 <C>
CURRENT ASSETS
   Cash and Cash Equivalents                                                       $        403        $     40,228
   Accounts Receivable                                                                   38,954              25,124
   Prepaid Expenses and Other Current Assets                                             12,662              45,445
                                                                                   ------------        ------------
      Total Current Assets                                                               52,019             110,797

PROPERTY AND EQUIPMENT, NET                                                              62,424             107,049

OTHER ASSETS
   Security Deposits                                                                      5,674               5,674
                                                                                   ------------        ------------

TOTAL ASSETS                                                                       $    120,117        $    223,520
                                                                                   ============        ============

                                      LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
   Accounts Payable and Accrued Expenses                                           $    419,834        $    276,084
   Deferred Compensation                                                                287,605             202,605
   Equipment Loans Payable                                                               11,910              10,098
   Notes Payable - Related Parties                                                      105,000             105,000
   Convertible Notes Payable - Net of Discount                                          390,000           1,645,000
                                                                                   ------------        ------------

      Total Current Liabilities                                                       1,214,349           2,238,787
                                                                                   ------------        ------------

LONG-TERM LIABILITIES
   Note Payable - Venture Fund                                                          352,748             400,000
   Equipment Loans Payable, net of current portion                                       36,314              43,158
                                                                                   ------------        ------------

      Total Long-Term Liabilities                                                       389,062             443,158
                                                                                   ------------        ------------

      Total Liabilities                                                               1,603,411           2,681,945
                                                                                   ------------        ------------

STOCKHOLDERS' DEFICIENCY
   Preferred Stock - $.0001 par value, 10,000,000 Shares
      Authorized, None Issued and Oustanding at
      June 30, 2007 and December 31, 2006                                                    --                  --
   Common Stock - $.0001 par value, 100,000,000 Shares
      Authorized, 45,527,083 and 36,981,050 Shares Issued and Outstanding at
      June 30, 2007 and December 31, 2006                                                 4,552               3,698
   Additional Paid-In Capital                                                        12,427,086           9,813,252
   Accumulated Deficit                                                              (13,914,932)        (12,275,375)
                                                                                   ------------        ------------

      Total Stockholders' Deficiency                                                 (1,483,294)         (2,458,425)
                                                                                   ------------        ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                     $    120,117        $    223,520
                                                                                   ============        ============
</TABLE>




See notes to consolidated financial statements.


                                      -3-
<PAGE>

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

<TABLE>
<CAPTION>
                                                          For the Six Months Ended June 30,   For the Three Months Ended June 30,
                                                          ---------------------------------   -----------------------------------
                                                                2007              2006              2007              2006
                                                            ------------      ------------      ------------      ------------

<S>                                                         <C>               <C>               <C>               <C>
Revenues                                                    $     78,860      $    183,223      $     27,274      $     80,390
                                                            ------------      ------------      ------------      ------------

Operating Costs and Expenses
  Marketing and Advertising                                       34,861            47,457            15,606            16,819
  Consulting Fees                                                 42,500            61,513            18,333            27,118
  Consulting Fees - Related Party                                 28,500                --                --                --
  Rent                                                             8,445            64,103             3,500            29,972
  Professional Fees                                               73,379           168,667            14,265           149,339
  Travel and Entertainment                                         8,297            48,300             2,460            15,560
  Office                                                          13,630            28,660             6,523            17,657
  Other General and Administrative Expenses, including
    $209,566 and $8,000 of Stock-Based Compensation
    for the Six Months Ended 2007 and 2006, respectively         412,445           462,679            96,794           213,950
  Depreciation and Amortization                                   44,625            44,625            22,312            22,312
                                                            ------------      ------------      ------------      ------------

    Total Opertaing Expenses                                     666,682           926,004           179,793           492,727
                                                            ------------      ------------      ------------      ------------

    Loss from Operations                                        (587,822)         (742,781)         (152,519)         (412,337)

Interest Expense, Net                                          1,051,735           977,412            19,046            48,406
                                                            ------------      ------------      ------------      ------------

    Net Loss                                                $ (1,639,557)     $ (1,720,193)     $   (171,565)     $   (460,743)
                                                            ============      ============      ============      ============

Net Loss per common share:
  Basic and diluted                                         $      (0.04)     $      (0.06)     $      (0.00)     $      (0.01)
                                                            ============      ============      ============      ============

Weighted average number of shares outstanding                 42,801,322        30,618,681        45,527,083        30,781,231
                                                            ============      ============      ============      ============
</TABLE>




See notes to consolidated financial statements.


                                      -4-
<PAGE>

                        SLM Holdings, Inc. and Subsidiary
         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY - UNAUDITED
                 For the Six Months Ended June 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          299,898                          300,000

Net Loss                                                                                             (1,720,193)      (1,720,193)
                                                 ------------     ------------     ------------    ------------     ------------

Balance at June 30, 2006                           30,781,050     $      3,078     $  8,661,817    $(10,443,262)    $ (1,778,367)
                                                 ============     ============     ============    ============     ============

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                      4,920,078              492        1,432,814                        1,433,306

Issuance of Common Stock in connection
  with Conversion                                   2,214,539              221          885,594                          885,816

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               68           13,433                           13,500

Issuance of Common Stock in connection
  with Services                                       523,916               52          209,514                          209,566

Net Loss                                                                                             (1,639,557)      (1,639,557)
                                                 ------------     ------------     ------------    ------------     ------------

Balance at June 30, 2007                           45,527,083     $      4,552     $ 12,427,086    $(13,914,932)    $ (1,483,294)
                                                 ============     ============     ============    ============     ============
</TABLE>




See notes to consolidated financial statements.


                                      -5-
<PAGE>

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

<TABLE>
<CAPTION>
                                                                           2007               2006
                                                                       -----------        -----------
<S>                                                                    <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Loss                                                             $(1,639,557)       $(1,720,193)
Adjustments to Reconcile Net Loss to
  Net Cash Used In Operating Activities:
    Depreciation and Amortization                                           44,625             44,625
    Accretion on Discount and Beneficial Conversion Value
      on Convertible Notes Payable                                              --            897,101
    Issuance of Stock Based Compensation                                   209,566              8,000
    Issuance of Common Stock for Interest                                  985,814                 --
  Changes in assets and liabilities:
    Accounts Receivable                                                    (13,830)           (56,485)
    Prepaid Expenses                                                        30,004              5,832
    Employee Advances                                                        2,779                521
    Security Deposits                                                           --             (5,532)
    Accounts Payable and Accrued Expenses                                  182,259            (17,426)
    Deferred Compensation                                                   85,000             37,862
                                                                       -----------        -----------

Net Cash Used In Operating Activities                                     (113,340)          (805,695)
                                                                       -----------        -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Payments for Purchases of Property and Equipment and                          --            (11,534)
                                                                       -----------        -----------

Net Cash Used In Investing Activities                                           --            (11,534)
                                                                       -----------        -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from Issuance of Common Stock, Net of Costs                      12,500             55,000
  Proceeds from Issuance of Common Stock for Exercise of Warrant            13,500                 --
  Payments to Equipment Loan Payable                                        (2,485)            (3,423)
  Proceeds from Note Payable - Venture Fund                                     --            500,000
  Proceeds from Convertible Notes                                           50,000            470,000
  Payments to Convertible Notes                                                 --            (20,000)
  Proceeds from Related Parties                                                 --             61,173
                                                                       -----------        -----------

Net Cash Provided By Financing Activities                                   73,515          1,062,750
                                                                       -----------        -----------

(Decrease) Increase in Cash and Cash Equivalents                           (39,825)           245,521
Cash and Cash Equivalents - Beginning of Period                             40,228              3,279
                                                                       -----------        -----------

CASH AND CASH EQUIVALENTS - END OF PERIOD                              $       403        $   248,800
                                                                       ===========        ===========

Schedule of Non-Cash Financing Activities:
  Issuance of Common Stock in connection with Conversion
    of Convertible Notes and Related Interest                          $ 1,393,309        $   300,000
</TABLE>




See notes to consolidated financial statements.


                                      -6-
<PAGE>

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


NOTE 1 - NATURE OF THE BUSINESS AND BASES OF PRESENTATION
---------------------------------------------------------

Through SLM, our operating subsidiary, we specialize in developing products and
technology designed to assist businesses in the financial services industry,
such as securities brokers and financial advisors, that rely on sales to retail
customers. Our product manages the sales leads and customer prospects of such
businesses. We believe that our products and services allow the sales
professionals to work in a more efficient manner, enabling them to increase the
proportion of sales leads that are converted to actual sales. We have identified
the securities brokerage industry as our first target market within the retail
financial services industry.

The first product suite is our proprietary web-based "Broker's e-Vantage"
system, which we license out on a monthly per-user basis. We believe that
securities brokers in the financial services industry who utilize software will
increase both their rate of generating sales leads and success rate in
converting sales leads into closed sales, which in turn will result in higher
profits to the user. There are four key components and revenue streams to The
Broker's e-Vantage System, as follows:

       I.     GAZOOTA.COM - UNLIMITED DATA SYSTEM - For a flat fee paid
              annually, TBeV users can build customized lead files based on
              numerous criteria including SIC codes, Annual Sales Volume,
              Geographical relevance, job title and more. These files can then
              be uploaded seamlessly to the TBeV database.

       II.    SLM AUTO-DIALER SOFTWARE - Utilizing VoIP (Voice over Internet
              Protocol) TBeV users can choose to never again dial the phone. One
              click auto dialing is then routed over SLMs termination provider
              via VoIP. SLM then essentially becomes the user's telephone
              service provider for any calls generated via the TBeV System. A
              call-blocking service known as Teleblock (TM), which has garnered
              several awards, including the "Best of Communications Expo 2002
              Award", CRM Excellence Award 2002, 2003 and 2004 and the
              Innovations TMC Lab Award for 2002, 2003 and 2004, is also sold on
              request. Such authority to sell Teleblock(TM) is provided under a
              Service Agreement entered into by the Company with Telephone
              Blocking Services Corp. ("TBSC") and the Strategic Integration
              Agreement between the Company and Call Compliance, Inc. Under such
              agreements, the Company was granted a limited, non-exclusive,
              non-transferable license to use and re-sell Teleblock(TM) to its
              customers, as well as to use the trademarks that relate to
              Teleblock(TM). Teleblock (TM) provides compliance with the Federal
              "Do Not Call" list. All awards garnered may be found in the
              following web address:

              http://www.callcompliance.com/strategic/awards.html.

       III.   NICHE SPECIFIC PRM DESIGN - SLM believes that it has identified
              all the relevant fields necessary for financial professionals to
              qualify initial prospects and incorporated these niche specific
              requirements in a PRM (Prospect Relationship Management) tool. The
              system allows reps to ask the right questions and efficiently
              manage the data for as long as it might take to evolve the
              prospect into an account. Reps can also utilize the wealth of
              traditional CRM features found in the system to manage and grow
              production from existing accounts.

       IV.    PERMISSION BASED EMAIL CAMPAIGNS - SLM designs and hosts custom,
              multimedia email campaigns featuring our client's products and
              services. The permission-based emails are designed to be compliant
              with NASD and firm guidelines and is available for a fee.

We have developed what we believe will be a lucrative niche in the CRM (Contact
Relationship Management) and SaaS (Software as a Service) markets. TBeV software
is designed to be easily customizable in the future to serve the needs of sales
professionals in many industries.


                                      -7-
<PAGE>

The accompanying unaudited consolidated financial statements of SLM Holdings,
Inc. ("SLM" or the "Company") included herein have been prepared by the Company
in accordance with generally accepted accounting principles for interim
financial information and with instructions to Form 10-QSB. 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. Results of
consolidated operations for the interim periods are not necessarily indicative
of a full year's operating results. The unaudited condensed consolidated
financial statements herein include the accounts of the Company and its wholly
owned subsidiaries, Sales Lead Management, Inc. All material inter-company
accounts and transactions have been eliminated.


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.


                                      -8-
<PAGE>

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


NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
---------------------------------------------------------------

FAIR VALUE OF FINANCIAL INSTRUMENTS

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

USE OF ESTIMATES

In preparing financial statements in conformity with generally accepted
accounting principles, management is required to make estimates and assumptions
that affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

PROPERTY AND EQUIPMENT

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

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.


                                      -9-
<PAGE>

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


NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
---------------------------------------------------------------

RECENT ACCOUNTING PRONOUNCEMENTS

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

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

In July 2006, the FASB issued FASB Interpretation 48, "Accounting for
Uncertainty in Income Taxes ("FIN 48"). FIN 48 clarifies the accounting for
uncertainty in income taxes recognized in an enterprise's financial statements
in accordance with SFAS No. 109, "Accounting for Income Taxes." This
interpretation prescribes a recognition threshold and measurement attribute for
the financial statement recognition and measurement of a tax position taken or
expected to be taken in a tax return. FIN 48 also 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. For the six months and three months ended June 30, 2007 and 2006,
12,324,903 and 14,914,091, 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 June 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 June 30, 2007, the deferred tax
asset of approximately $2,200,000 has been offset by a valuation allowance of
$2,200,000.


                                      -10-
<PAGE>

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

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                       4.92%                  5.10%
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 $.17
and $.18.


                                      -11-
<PAGE>

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


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 six months ended June 30, 2007.

<TABLE>
<CAPTION>
                                            Weighted Average      Weighted Average         Aggregate
                           Number            Exercise Price           Remaining            Intrinsic
  Stock Options          of Options            Per Option         Contractual Term           Value
-----------------     -----------------     -----------------     -----------------    ------------------

<S>                         <C>                    <C>                   <C>                <C>
 Outstanding at
 January 1, 2007            4,685,000              .33                    3.8               $   --
    Granted                   220,000              .40                   10.0                   --
-----------------     -----------------     -----------------     -----------------    ------------------
 Outstanding at
  June 30, 2007             4,905,000              .33                    7.3               $180,500
===============  ======================     =================     =================    ==================
</TABLE>

As of June 30, 2007 2,858,124 are exercisable.


NOTE 4 - PROPERTY AND EQUIPMENT
-------------------------------

Property and equipment consists of the following at:

                                            June 30, 2007      December 31, 2006
                                            -------------      -----------------

Computer Equipment                            $ 370,661            $ 370,661
Furniture and Fixtures                            2,000                2,000
                                              ---------            ---------
                                                372,661              369,956
Less: accumulated depreciation                  310,237              265,612
                                              ---------            ---------

Property and Equipment, Net                   $  62,424            $ 107,049
                                              =========            =========

Depreciation expense relating to fixed assets (other than software costs) was
$44,625 for the six months ended June 30, 2007 and 2006 and $22,313 for the
three months ended June 30, 2007 and 2006.


NOTE 5 - EQUIPMENT LOAN PAYABLE
-------------------------------

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

                             2007          $  5,066
                             2008            11,910
                             2009            14,084
                             2010            17,164
                                           --------

                                           $ 48,224
                                           ========


                                      -12-
<PAGE>

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


NOTE 6 - CONVERTIBLE NOTES PAYABLE
----------------------------------

In 2006, the Company issued certain convertible promissory notes (the "Notes")
in the aggregate principal amount of $556,000 and a two year warrant to purchase
310,000 shares of common stock at $2.50 per share, 221,000 shares of common
stock at $.50 and 25,000 shares of common stock at $.40 to certain accredited
investors under the terms of the notes. The Notes bear interest at the annual
rate of 10% and have a maturity of one year from the date of issuance. The notes
and related interest are convertible at any time prior to maturity at the option
of the holder at the rate of one share of common stock for each $.40 of
principal and accrued interest. In March 2007, all of the investors opted to
convert all principle and interest into the Company's common stock.

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

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

On October 16, 2006, the Company issued a convertible promissory note to one of
the Company's investors in the aggregate principal amount of $50,000. The note
bears interest at the annual rate of 10% and has a maturity of October 12, 2008
(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 five shares of
common stock for each $.40 of principal and accrued interest. In March 2007, the
investor opted to convert all principal and interest into the Company's common
stock.

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


                                      -13-
<PAGE>

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


NOTE 6 - CONVERTIBLE NOTES PAYABLE (CONTINUED)
----------------------------------------------

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

On January 17, 2007, the Company issued a convertible promissory note to one of
the Company's investors' in the aggregate principal amount of $50,000. 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.


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

The agreement stipulates that no proceeds of this loan are to be used to repay
any existing debts owed to the Company's principals or affiliates. Any future
borrowings require the prior written consent of the Lender and will be used to
prepay the outstanding balance of the loan after the first $150,000 of future
borrowings repays the existing $300,000 loan. The Company may also use an
additional $150,000 of future borrowings to fund its operations as long as it
meets its quarterly projections. All transfers of equity interests require the
prior consent of the Lender. The Company may not make any distributions to
employees or its affiliates while the loan is outstanding with the exception of
salary payments and to reimburse its employees for reasonable business expenses.
While the Venture Fund has not put the Company into default, the Company has not
had the ability to remain current on its interest payments. The Company and the
Venture are in current negotiations to modify the terms of their agreement.

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.


                                      -14-
<PAGE>

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


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 June
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 six months ended June 30, 2007:

                                                                Weighted Average
                                                   Shares        Exercise Price
                                                -----------     ----------------
Balance outstanding at January 1, 2006            2,775,000
         Granted                                  3,051,000           $.35
         Exercised                                  675,000           $.02
                                                -----------

Balance outstanding at June 30, 2006              5,826,000
                                                ===========

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

Balance outstanding at June 30, 2007              5,914,369
                                                ===========


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

<TABLE>
<CAPTION>
                                             Weighted Average                               Weighted
                           Number           Remaining Years of         Number                Average
Range of Exercise        Outstanding         Contractual Life        Exercisable         Exercise Price
-----------------     -----------------     -----------------     -----------------    ------------------

  <S>                     <C>                     <C>                 <C>                     <C>
  $0.00 - $.02              225,000               1.00                  225,000                $.02
    .02 - .20             4,818,369               4.00                4,818,369                 .15
    .40 - .50               286,000               5.00                  286,000                 .48
      2.50                  585,000               2.00                  585,000                2.50
-----------------     -----------------     -----------------     -----------------    ------------------

  $0.00 - 2.50            5,914,369               3.00                5,914,369                $.35
=================     =================     =================     =================    ==================
</TABLE>


                                      -15-
<PAGE>

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


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 - COMMITMENTS AND CONTINGENCIES
---------------------------------------

OFFICE LEASE

As of June 30, 2007, the Company had entered into one lease agreement for its
administrative office. The lease for the administrative office expires August
31, 2007 with annual rent of approximately $14,000 before annual escalations.

Rent expense for the six months ended June 30, 2007 and 2006 amounted to $8,445
and $64,103, respectively.

The following is a schedule of future minimum rental payments required under the
operating lease agreement:

           Twelve Months Ending June 30,                     Amount
           -----------------------------                   ----------

                       2008                                 $ 2,334


NOTE 12 - CONCENTRATIONS OF CREDIT RISK
---------------------------------------

SIGNIFICANT CUSTOMERS

For the six months ended June 30, 2007, the Company had three customers, which
accounted for 33.9%, 19.9%, and 16.2% of total revenue. For the six months ended
June 30, 2006, the Company has three customers, which accounted for 22.5%, 20.9%
and 19.3% of total revenue.


                                      -16-
<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 September 14th, 2006, SLM announced that it had signed a non-binding
letter of Intent to acquire VerticalFalls Software Inc., a Mid-Atlantic producer
and distributor of desktop-based software. VerticalFalls primary product is
called F.A.C.T. and is currently installed on over 10,000 desktops including
6000 at Morgan Stanley, 1000 at Wachovia, UBS, Primerica and others. SLM views
the VerticalFalls software line as complimentary and sees a vast potential
market in cross-selling existing and future F.A.C.T. users with recurring
revenue, lead, dialer and email services. It should also be noted that SLM has
been approached by Salesforce.com, an industry leader in SaaS (Software as a
Service), to become part of their "Appexchange" vendor program. Management
believes, although there can be no assurance, that these discussions will yield
a partnership leading to significant results for sales of our software.

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.


                                      -17-
<PAGE>

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 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.


                                      -18-
<PAGE>

RESULTS OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2007 AND 2006
-----------------------------------------------

REVENUES. We generated revenue of $78,860 for the six months ended June 30,
2007, as compared to $183,223 for the six months ended June 30, 2006. The
decrease in revenues from that six 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 six months ended June 30, 2007, our total operating
expenses were $666,682, as compared to total operating expenses of $926,004 for
the six months ended June 30, 2006. The decrease in total operating expenses was
due primarily to decrease of professional fees approximately $137,000 from legal
fees. In addition, rent for 2007 has decreased by approximately $56,000 due to
the condensing of office space. In addition, since the sales force was reduced
and we restructured our phone system and the loss of one of our executive
officers, we have drastically cut down our traveling expenses by approximately
$40,000. Interest expense increased due to an increase of payment for stock in
lieu of interest. The increase in stock-based compensation was due to poor cash
flow in the company.

FOR THE THREE MONTHS ENDED JUNE 30, 2007 AND 2006
-------------------------------------------------

REVENUES. We generated revenue of $27,274 for the three months ended June 30,
2007, as compared to $80,390 for the three months ended June 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 June 30, 2007, our total
operating expenses were $179,793, as compared to total operating expenses of
$492,727 for the three months ended June 30, 2006. The decrease in total
operating expenses was due primarily to decrease of professional fees
approximately $135,000 from legal fees. In addition, since sales staff has been
cut, Salaries have decrease by $140,000. In addition, rent for 2007 has
decreased by approximately $26,000 due to the condensing of office space. In
addition, since the sales force was reduced and we restructured our phone system
and the loss of one of our executive officers, we have drastically cut down our
traveling expenses by approximately $13,000. Interest expense had decrease due
to the early conversion of outstanding loans. The increase in stock-based
compensation was due to poor cash flow in the company.

LIQUIDITY AND CAPITAL RESOURCES. We had cash of $403 and accounts receivable of
$38,954 as of June 30, 2007, together with $12,662 of prepaid expenses making
our total current assets $52,019. The total of our property and equipment at
June 30, 2007, less accumulated depreciation, was a net value of $62,424. As
compared to cash of $248,800 and accounts receivable of $75,514 as of June 30,
2006 together with $972 of prepaid expenses making our total current assets
$325,286. The total of our property and equipment at June 30, 2007, less
accumulated depreciation, was a net value of $152,094.

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 Chief Executive 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 Chief Executive Officer concluded that our
disclosure controls and procedures as of the end of the period covered by this
report are effective.

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


                                      -19-
<PAGE>


                           PART II - OTHER INFORMATION


ITEM 1.       LEGAL PROCEEDINGS

              Not applicable.

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

              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 Chief Executive Officer Pursuant to Rules
                     13a-14(a) and 15d-14(a) of the Exchange Act.

              32.1   Certification of Chief Executive Officer Pursuant to 18
                     U.S.C. Section 1350, as adopted pursuant to Section 906 of
                     the Sarbanes-Oxley Act of 2002.


                                      -20-
<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.

August 17, 2007                               SLM HOLDINGS, INC.



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


                                      -21-