UNITED STATES 
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

|  |                                                                                           
|- | ------------------------------------------------------------------------------------------
|x | QUARTERLY
  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
|  |                                                                                           
|  | FOR THE QUARTERLY PERIOD ENDED September 30, 2009                                         
|  |                                                                                           
|o | TRANSITION
  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file No. 333-144597

TEAM NATION HOLDINGS CORPORATION(Exact name of
registrant as specified in charter)

|                                                                 |                                       
|---------------------------------------------------------------- | --------------------------------------
|Nevada                                                           | 98-0441861                            
|(State
  or other jurisdiction of incorporation or organization) | (I.R.S.
  Employer Identification No.)
|                                                                 |                                       
|4667 MacArthur Boulevard, Suite 150, Newport Beach, CA           | 92660                                 
|(Address
  of principal executive offices)                       | (Zip
  Code)                          

Registrants telephone number, including area code:949 885 9892

Indicate by check mark
whether the registrant: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes x  No o

Indicate by check mark
whether the registrant has submitted electronically and posted on its corporate
Web site, if any, every Interactive Data File required to be submitted and
posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during
the preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files). Yes o  No o

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

|                             |                               
|---------------------------- | ------------------------------
|Large
  accelerated filer  o | Accelerated
  filer  o        
|Non-accelerated
  filer  o   | Smaller
  reporting company  x

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

As of November 13, 2009,
there were 60,560,337 shares of the registrants common stock, $.0001 par value,
outstanding.

1

---



Team Nation Holdings Corporation 
FORM 10-Q 
For the Quarterly Period Ended September 30, 2009

TABLE OF CONTENTS

|                                 |                                                                                                                  |   
|-------------------------------- | ---------------------------------------------------------------------------------------------------------------- | --
|PART 1  FINANCIAL
  INFORMATION |                                                                                                                 
|                                 |                                                                                                                  |   
|Item 1.                          | Financial Statements
  (unaudited):                                                                              |   
|                                 |                                                                                                                  |   
|                                 | Consolidated Balance
  Sheets as of September 30, 2009 and December 31, 2008                                     | 3 
|                                 |                                                                                                                  |   
|                                 | Consolidated Statements of
  Operations for the Three and Nine Month Periods ended September 30, 2009 and
  2008 | 4 
|                                 |                                                                                                                  |   
|                                 | Consolidated Statements of
  Cash Flows for the Nine Month Periods ended September 30, 2009 and 2008             | 5 
|                                 |                                                                                                                  |   
|                                 | Notes to the Unaudited
  Consolidated Financial Statements                                                       | 7 
|                                 |                                                                                                                  |   
|Item 2.                          | Managements Discussion
  and Analysis of Financial Condition and Results of Operations                          | 22
|                                 |                                                                                                                  |   
|Item 3.                          | Quantitative and
  Qualitative Disclosures About Market Risk                                                     | 23
|                                 |                                                                                                                  |   
|Item 4.                          | Controls and Procedures                                                                                          | 23
|                                 |                                                                                                                  |   
|PART II  OTHER
  INFORMATION    |                                                                                                                 
|                                 |                                                                                                                  |   
|Item 1.                          | Legal Proceedings                                                                                                | 24
|                                 |                                                                                                                  |   
|Item 1A.                         | Risk Factors                                                                                                     | 24
|                                 |                                                                                                                  |   
|Item 2                           | Unregistered Sales of
  Equity Securities and Use of Proceeds                                                    | 24
|                                 |                                                                                                                  |   
|Item 3                           | Default on Senior
  Securities                                                                                   | 24
|                                 |                                                                                                                  |   
|Item 4                           | Submission of Matters to
  Vote of Securities Holders                                                            | 24
|                                 |                                                                                                                  |   
|Item 5.                          | Other Information                                                                                                | 24
|                                 |                                                                                                                  |   
|Item 6.                          | Exhibits                                                                                                         | 25
|                                 |                                                                                                                  |   
|SIGNATURES                       | 26                                                                                                              

2

---



Item 1. Financial Statements

|                                                
|------------------------------------------------
|Team Nation Holdings
  Corporation              
|Consolidated Balance
  Sheets                   
|                                                
|As of
  September 30, 2009 and December 31, 2008
|                                                

|                                                                                                                               |  |                        |            |                       |   |            |  
|------------------------------------------------------------------------------------------------------------------------------ |  | ---------------------- | ---------- | --------------------- | - | ---------- | -
|                                                                                                                               |  | September
  30,
  2009 |            | December
  31,
  2008 |  
|                                                                                                                               |  |                        |            |                       |  
|ASSETS                                                                                                                         |  |                        |            |                       |   |            |  
|Current assets:                                                                                                                |  |                        |            |                       |   |            |  
|Cash and cash equivalents                                                                                                      |  | $                      | 4,657      |                       | $ | 4,296      |  
|Accounts receivable - trade, net of allowance for
doubtful accounts
  of $209,408 and $400,800                                 |  |                        |           |                       |   | 11,040     |  
|Other receivables, net of uncollectible accounts of
$248,053 and
  $187,500                                                    |  |                        |           |                       |   |           |  
|Current assets of discontinued operations                                                                                      |  |                        | 11,226     |                       |   | 87,000     |  
|                                                                                                                               |  |                        |            |                       |   |            |  
|Total current assets                                                                                                           |  |                        | 15,883     |                       |   | 102,336    |  
|Notes receivable - related party, including accrued interest of $47,091 and $0                                                 |  |                        | 2,262,557  |                       |   | 2,215,467  |  
|Leasehold improvements, net of accumulated depreciation of $195 and
  $0                                                       |  |                        | 1,172      |                       |   |           |  
|Software under development, not placed in service                                                                              |  |                        | 92,441     |                       |   |           |  
|Title plant                                                                                                                    |  |                        | 710,000    |                       |   | 710,000    |  
|Deposits                                                                                                                       |  |                        | 27,030     |                       |   | 500        |  
|Restricted cash                                                                                                                |  |                        | 105,931    |                       |   | 104,072    |  
|Long term assets of discontinued operations                                                                                    |  |                        | 13,491     |                       |   | 14,596     |  
|                                                                                                                               |  |                        |            |                       |   |            |  
|Total assets                                                                                                                   |  | $                      | 3,228,505  |                       | $ | 3,146,971  |  
|                                                                                                                               |  |                        |            |                       |   |            |  
|LIABILITIES AND SHAREHOLDERS
DEFICIT                                                                                          |  |                        |            |                       |   |            |  
|Current liabilities:                                                                                                           |  |                        |            |                       |   |            |  
|Notes payable in default, including accrued
interest of $328,895 and
  $18,242                                                 |  | $                      | 3,286,907  |                       | $ | 3,399,534  |  
|Accounts payable - trade                                                                                                       |  |                        | 220,709    |                       |   | 396,408    |  
|Related party payable                                                                                                          |  |                        | 1,187,622  |                       |   | 332,177    |  
|Accrued liabilities                                                                                                            |  |                        | 56,129     |                       |   | 108,338    |  
|Notes payable - related party, current
portion                                                                                 |  |                        |           |                       |   | 13,958     |  
|Current liabilities of discontinued
operations                                                                                 |  |                        | 99,085     |                       |   | 188,825    |  
|                                                                                                                               |  |                        |            |                       |   |            |  
|Total current liabilities                                                                                                      |  |                        | 4,850,452  |                       |   | 4,439,240  |  
|Long term liabilities of discontinued operations                                                                               |  |                        | 17,300     |                       |   | 17,300     |  
|                                                                                                                               |  |                        |            |                       |   |            |  
|Total liabilities                                                                                                              |  |                        | 4,867,752  |                       |   | 4,456,540  |  
|                                                                                                                               |  |                        |            |                       |   |            |  
|Commitments and contingencies Shareholders deficit:                                                                           |  |                        |            |                       |   |            |  
|Preferred stock ($0.001 stated value, 50,000,000
shares authorized
  and zero outstanding)                                     |  |                        |           |                       |   |           |  
|Common stock ($0.001 stated value, 1,000,000,000
shares authorized,
  62,829,357 and 47,191,894 shares issued and outstanding) |  |                        | 62,829     |                       |   | 47,192     |  
|Additional paid-in capital                                                                                                     |  |                        | 1,397,135  |                       |   | 1,138,946  |  
|Stock subscription receivable                                                                                                  |  |                        |           |                       |   | (163,084   | )
|Accumulated deficit                                                                                                            |  |                        | (3,099,211 | )                     |   | (2,332,623 | )
|                                                                                                                               |  |                        |            |                       |   |            |  
|Total shareholders deficit                                                                                                    |  |                        | (1,639,247 | )                     |   | (1,309,569 | )
|                                                                                                                               |  |                        |            |                       |   |            |  
|Total liabilities and shareholders deficit                                                                                    |  | $                      | 3,228,505  |                       | $ | 3,146,971  |  
|                                                                                                                               |  |                        |            |                       |   |            |  

The accompanying notes are an integral part
of the financial statements.

3

---



Team Nation Holdings
CorporationConsolidated Statements of OperationsFor the Three and Nine Month
Periods Ended September 30, 2009 and 2008

---

|                                                                  |  |                                                               |            |                                                               |   |                                                              |   |                                                              |            |   |   |            |  
|----------------------------------------------------------------- |  | ------------------------------------------------------------- | ---------- | ------------------------------------------------------------- | - | ------------------------------------------------------------ | - | ------------------------------------------------------------ | ---------- | - | - | ---------- | -
|                                                                  |  | For
  the
  Three Month
  Period Ended
  September 30,
  2009 |            | For
  the
  Three Month
  Period Ended
  September 30,
  2008 |   | For
  the
  Nine Month
  Period Ended
  September 30,
  2009 |   | For
  the
  Nine Month
  Period Ended
  September 30,
  2008 |           
|                                                                  |  |                                                               |            |                                                               |   |                                                              |   |                                                              |           
|Management fees                                                   |  | $                                                             | 201,279    |                                                               | $ | 192,720                                                      |   | $                                                            | 261,279    |   | $ | 282,720    |  
|Management fees - related party                                   |  |                                                               | 413,640    |                                                               |   | 300,000                                                      |   |                                                              | 1,528,620  |   |   | 525,445    |  
|                                                                  |  |                                                               |            |                                                               |   |                                                              |   |                                                              |            |   |   |            |  
|Total revenue                                                     |  |                                                               | 614,919    |                                                               |   | 492,720                                                      |   |                                                              | 1,789,899  |   |   | 808,165    |  
|                                                                 
|Operating expenses:                                               |  |                                                               |            |                                                               |   |                                                              |   |                                                              |            |   |   |            |  
|Salaries and wages                                                |  |                                                               | 335,924    |                                                               |   | 150,304                                                      |   |                                                              | 952,521    |   |   | 239,317    |  
|Professional Fees                                                 |  |                                                               | 117,802    |                                                               |   | 53,216                                                       |   |                                                              | 288,558    |   |   | 79,807     |  
|Management fees                                                   |  |                                                               | 151,200    |                                                               |   | 222,750                                                      |   |                                                              | 151,200    |   |   | 265,500    |  
|Title plant fees                                                  |  |                                                               | 190,755    |                                                               |   | 61,020                                                       |   |                                                              | 688,342    |   |   | 61,020     |  
|Selling and general and administrative                            |  |                                                               | 76,692     |                                                               |   | 198,008                                                      |   |                                                              | 221,655    |   |   | 324,203    |  
|Unreimbursed expenses                                             |  |                                                               | 29,354     |                                                               |   |                                                             |   |                                                              | 60,553     |   |   |           |  
|Bad debt expense                                                  |  |                                                               | (60,000    | )                                                             |   | 160,460                                                      |   |                                                              |           |   |   | 160,460    |  
|                                                                  |  |                                                               |            |                                                               |   |                                                              |   |                                                              |            |   |   |            |  
|Total operating expenses                                          |  |                                                               | 841,727    |                                                               |   | 845,758                                                      |   |                                                              | 2,362,829  |   |   | 1,130,307  |  
|                                                                  |  |                                                               |            |                                                               |   |                                                              |   |                                                              |            |   |   |            |  
|Loss from continuing operations                                   |  |                                                               | (226,808   | )                                                             |   | (353,038                                                     | ) |                                                              | (572,930   | ) |   | (322,142   | )
|Other income (expenses):                                          |  |                                                               |            |                                                               |   |                                                              |   |                                                              |            |   |   |            |  
|Interest income                                                   |  |                                                               | 16,516     |                                                               |   | 44,446                                                       |   |                                                              | 48,949     |   |   | 46,480     |  
|Interest expense                                                  |  |                                                               | (78,945    | )                                                             |   | (71,320                                                      | ) |                                                              | (230,191   | ) |   | (222,203   | )
|                                                                  |  |                                                               |            |                                                               |   |                                                              |   |                                                              |            |   |   |            |  
|Loss from continuing operations before provision for income
taxes |  |                                                               | (289,237   | )                                                             |   | (379,912                                                     | ) |                                                              | (754,172   | ) |   | (497,865   | )
|Provision for income taxes                                        |  |                                                               | 800        |                                                               |   |                                                             |   |                                                              | 800        |   |   |           |  
|                                                                  |  |                                                               |            |                                                               |   |                                                              |   |                                                              |            |   |   |            |  
|Net loss from continuing operations                               |  |                                                               | (290,037   | )                                                             |   | (379,912                                                     | ) |                                                              | (754,972   | ) |   | (497,865   | )
|                                                                  |  |                                                               |            |                                                               |   |                                                              |   |                                                              |            |   |   |            |  
|Loss from discontinued operations                                 |  |                                                               | (3,827     | )                                                             |   | (9,644                                                       | ) |                                                              | (11,617    | ) |   | (63,706    | )
|                                                                  |  |                                                               |            |                                                               |   |                                                              |   |                                                              |            |   |   |            |  
|Net loss                                                          |  | $                                                             | (293,864   | )                                                             | $ | (389,556                                                     | ) | $                                                            | (766,589   | ) | $ | (561,571   | )
|                                                                  |  |                                                               |            |                                                               |   |                                                              |   |                                                              |            |   |   |            |  
|Loss per share - basic and diluted:                               |  |                                                               |            |                                                               |   |                                                              |   |                                                              |            |   |   |            |  
|Continuing operations                                             |  | $                                                             | (0.01      | )                                                             | $ | (0.01                                                        | ) | $                                                            | (0.02      | ) | $ | (0.01      | )
|Discontinued operations                                           |  |                                                               | 0.00       |                                                               |   | 0.00                                                         |   |                                                              | 0.00       |   |   | 0.00       |  
|                                                                  |  |                                                               |            |                                                               |   |                                                              |   |                                                              |            |   |   |            |  
|Net loss                                                          |  | $                                                             | (0.01      | )                                                             | $ | (0.01                                                        | ) | $                                                            | (0.02      | ) | $ | (0.01      | )
|                                                                  |  |                                                               |            |                                                               |   |                                                              |   |                                                              |            |   |   |            |  
|Weighted average shares outstanding                               |  |                                                               | 53,210,924 |                                                               |   | 46,769,910                                                   |   |                                                              | 49,207,087 |   |   | 33,327,510 |  
|                                                                  |  |                                                               |            |                                                               |   |                                                              |   |                                                              |            |   |   |            |  

The accompanying notes are an integral part
of the financial statements.

4

---



|                                                              
|--------------------------------------------------------------
|Team Nation Holdings
  Corporation                            
|Consolidated Statements
  of Cash Flows                       
|For
  the Nine Month Periods Ended September 30, 2009 and 2008
|                                                              

|                                                                                          |  |                                                              |          |                                                              |   |           |  
|----------------------------------------------------------------------------------------- |  | ------------------------------------------------------------ | -------- | ------------------------------------------------------------ | - | --------- | -
|                                                                                          |  | For
  the
  Nine Month
  Period Ended
  September 30,
  2009 |          | For
  the
  Nine Month
  Period Ended
  September 30,
  2008 |  
|                                                                                          |  |                                                              |          |                                                              |  
|Cash flows from
  operating activities:                                                   |  |                                                              |          |                                                              |   |           |  
|Net loss                                                                                  |  | $                                                            | (766,589 | )                                                            | $ | (561,571  | )
|Loss from discontinued operations                                                         |  |                                                              | (11,617  | )                                                            |   | (63,706   | )
|                                                                                          |  |                                                              |          |                                                              |   |           |  
|Loss from continuing operations                                                           |  |                                                              | (754,972 | )                                                            |   | (497,865  | )
|Adjustments to reconcile net income to cash
provided by (used in)
  operating activities: |  |                                                              |          |                                                              |   |           |  
|Reserve for doubtful accounts receivable                                                  |  |                                                              | (251,945 | )                                                            |   | 160,460   |  
|Depreciation                                                                              |  |                                                              | 195      |                                                              |   |          |  
|Decrease (increase) in assets:                                                            |  |                                                              |          |                                                              |   |           |  
|Accounts receivable                                                                       |  |                                                              | 262,985  |                                                              |   | (425,360  | )
|Due from related party                                                                    |  |                                                              | (47,090  | )                                                            |   |          |  
|Deposit                                                                                   |  |                                                              | (26,530  | )                                                            |   |          |  
|Increase (decrease) in liabilities:                                                       |  |                                                              |          |                                                              |   |           |  
|Accounts payable                                                                          |  |                                                              | (175,699 | )                                                            |   | 183,899   |  
|Accrued liabilities                                                                       |  |                                                              | 258,445  |                                                              |   | 40,164    |  
|Related party payable                                                                     |  |                                                              | 855,445  |                                                              |   | (198,111  | )
|                                                                                          |  |                                                              |          |                                                              |   |           |  
|Cash from (used in) operating activities - continuing operations                          |  |                                                              | 109,217  |                                                              |   | (800,519  | )
|Cash from (used in)  operating activities - discontinued
operations                       |  |                                                              | (13,966  | )                                                            |   | 31,609    |  
|                                                                                          |  |                                                              |          |                                                              |   |           |  
|Cash from (used in)  operating activities                                                 |  |                                                              | 95,251   |                                                              |   | (768,910  | )
|                                                                                          |  |                                                              |          |                                                              |   |           |  
|Cash flows used
  in investing activities:                                                |  |                                                              |          |                                                              |   |           |  
|Officer advances (pre-reverse merger)                                                     |  |                                                              |         |                                                              |   | 465       |  
|Officer notes receivable (pre-reverse
merger)                                             |  |                                                              |         |                                                              |   | (137,872  | )
|Software under development                                                                |  |                                                              | (92,441  | )                                                            |   |          |  
|Leasehold improvements                                                                    |  |                                                              | (1,367   | )                                                            |   |          |  
|                                                                                          |  |                                                              |          |                                                              |   |           |  
|Cash used in investing activities - continuing operations                                 |  |                                                              | (93,808  | )                                                            |   | (137,407  | )
|Cash from  investing activities - discontinued
operations                                 |  |                                                              | 1,105    |                                                              |   |          |  
|                                                                                          |  |                                                              |          |                                                              |   |           |  
|Cash used in investing activities                                                         |  |                                                              | (92,703  | )                                                            |   | (137,407  | )
|                                                                                          |  |                                                              |          |                                                              |   |           |  
|Cash flows from (used  in) financing activities:                                          |  |                                                              |          |                                                              |   |           |  
|Restricted cash                                                                           |  |                                                              | (1,860   | )                                                            |   | (2,988    | )
|Sale of common stock                                                                      |  |                                                              | 13,630   |                                                              |   | 1,062,289 |  
|Officer contribution of capital                                                           |  |                                                              |         |                                                              |   | 2,000     |  
|Payment on title plant                                                                    |  |                                                              |         |                                                              |   | 114,948   |  
|Repayment of related party payable                                                        |  |                                                              | (13,958  | )                                                            |   |          |  
|Bank debt payments                                                                        |  |                                                              |         |                                                              |   | (265,858  | )
|                                                                                          |  |                                                              |          |                                                              |   |           |  
|Cash from (used in)  financing activities - continuing
operations                         |  |                                                              | (2,188   | )                                                            |   | 910,391   |  
|Cash used in  financing activities - discontinued
operations                              |  |                                                              |         |                                                              |   | (6,096    | )
|                                                                                          |  |                                                              |          |                                                              |   |           |  
|Cash from (used in)  financing activities                                                 |  |                                                              | (2,188   | )                                                            |   | 904,295   |  
|                                                                                          |  |                                                              |          |                                                              |   |           |  
|Net increase (decrease) in cash                                                           |  |                                                              | 361      |                                                              |   | (2,022    | )
|Cash and cash equivalents at beginning of period                                          |  |                                                              | 4,296    |                                                              |   | 4,584     |  
|                                                                                          |  |                                                              |          |                                                              |   |           |  
|Cash and cash equivalents at end of period                                                |  | $                                                            | 4,657    |                                                              | $ | 2,562     |  
|                                                                                          |  |                                                              |          |                                                              |   |           |  

The accompanying notes are an integral part
of the financial statements.

5

---



|                                                              
|--------------------------------------------------------------
|Team Nation Holdings
  Corporation                            
|Consolidated Statements
  of Cash Flows                       
|For
  the Nine Month Periods Ended September 30, 2009 and 2008
|                                                              

|                                                                           |  |                                                              |          |                                                              |   |          |  
|-------------------------------------------------------------------------- |  | ------------------------------------------------------------ | -------- | ------------------------------------------------------------ | - | -------- | -
|Supplemental Disclosure of Cash Flow
Information                           |  |                                                              |          |                                                              |   |          |  
|                                                                           |  | For
  the
  Nine Month
  Period Ended
  September 30,
  2009 |          | For
  the
  Nine Month
  Period Ended
  September 30,
  2008 |  
|                                                                           |  |                                                              |          |                                                              |  
|Cash paid during the fiscal years for:                                     |  |                                                              |          |                                                              |   |          |  
|Interest                                                                   |  | $                                                            | 1,014    |                                                              | $ | 172,527  |  
|Income taxes                                                               |  | $                                                            | 800      |                                                              | $ |         |  
|                                                                           |  |                                                              |          |                                                              |   |          |  
|Non-Cash Investing and Financing
Acitivities                               |  |                                                              |          |                                                              |   |          |  
|                                                                           |  |                                                              |          |                                                              |   |          |  
|Issuance of shares to meet subscription pricing terms:                     |  |                                                              |          |                                                              |   |          |  
|Common stock                                                               |  | $                                                            | 1,694    |                                                              | $ |         |  
|Additional paid in capital                                                 |  | $                                                            | (1,694   | )                                                            | $ |         |  
|Shares issued to satisfy debt:                                             |  |                                                              |          |                                                              |   |          |  
|Common stock                                                               |  | $                                                            | 14,109   |                                                              | $ |         |  
|Additional paid in capital                                                 |  | $                                                            | 409,171  |                                                              | $ |         |  
|Notes payable in default                                                   |  | $                                                            | (423,280 | )                                                            | $ |         |  
|Retirement of shares to partially satisfy related party notes
  receivable |  |                                                              |          |                                                              |   |          |  
|Common stock                                                               |  | $                                                            |         |                                                              | $ | (365     | )
|Additional paid in capital                                                 |  | $                                                            |         |                                                              | $ | (364,183 | )
|Notes receivable - related party                                           |  | $                                                            |         |                                                              | $ | 364,548  |  

The accompanying notes are an integral part
of the financial statements.

6

---



|                                                                        
|------------------------------------------------------------------------
|Team Nation Holdings
  Corporation                                      
|Notes to the
  Consolidated Financial Statements                        
|As of
  September 30, 2009 and December 31, 2008 and                    
|For the
  Three and Nine Month Periods Ended September 30, 2009 and 2008
|                                                                        

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | Description of Business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The
  consolidated unaudited financial statements include the accounts of TEAM
  Nation Holding Corporation (TEAM) (formerly Real Estate Services Holding,
  Inc.), a Nevada corporation, and its two wholly owned subsidiaries, Escrow
  Nation, Inc. (ESCROW) and Mortgage Nation, Inc. (MORTGAGE) (collectively
  the Company). The operations of both subsidiaries have been discontinued.
  All significant intercompany balances and transactions have been eliminated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The Company
  was incorporated in California on November 22, 2006 as Real Estate Services
  Holding, Inc. and changed its name to TEAM on June 21, 2007. TEAM, ESCROW and
  MORTGAGE commenced operations on February 1, 2007. TEAM is a management and
  services company specializing in management solutions for title companies and
  title production services. The Company focuses on counter-cyclical growth to
  acquire, manage and consult for title, escrow, mortgage, real estate and REO
  companies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Effective
  June 17, 2008, the shareholders of TEAM exchanged all of their outstanding
  common shares for 25,000,000 shares of Suncross Exploration Corporation
  (SUNCROSS). Completion of the exchange agreement resulted in the TEAM
  shareholders having control of SUNCROSS. Accordingly, the transaction has
  been recorded for accounting purposes as the acquisition of TEAM by SUNCROSS
  with TEAM as the acquirer (reverse acquisition).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | In December
  2007, TEAM entered into contracts to manage all operations of two title
  companies operating in Southern California. TEAM provides management, title
  plant and production services, customer service, sales and marketing support,
  HR administration, IT administration and accounting services to both
  companies in exchange for fees and a percentage of net profits from the
  operations. In January 2009, TEAM cancelled its management agreement with one
  of the title companies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Basis of Presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The
  consolidated financial information included in this report has been prepared
  in accordance with accounting principles generally accepted in the United
  States for interim financial information and with the instructions to
  Securities and Exchange Commission (SEC) Form 10-Q and Article 10 of SEC
  Regulation S-X. The principles for interim financial information do not
  require the inclusion of all the information and footnotes required by
  generally accepted accounting principles for complete financial statements.
  Therefore, these financial statements should be read in conjunction with the
  Companys Annual Report on Form 10-K for the year ended December 31, 2008.
  The consolidated financial statements included herein are unaudited; however,
  in the opinion of management, they contain all normal recurring adjustments
  necessary for a fair statement of the consolidated results for the interim
  periods. Operating results for the three month and nine month periods ended
  September 30, 2009 are not necessarily indicative of the results that may be
  expected for the year ending December 31, 2009.

7

---



|                                                                        
|------------------------------------------------------------------------
|Team Nation Holdings
  Corporation                                      
|Notes to the
  Consolidated Financial Statements                        
|As of
  September 30, 2009 and December 31, 2008 and                    
|For
  the Three and Nine Month Periods Ended September 30, 2009 and 2008
|                                                                        

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | New Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | There are
  several new accounting pronouncements issued by the Financial Accounting
  Standards Board (FASB) which are not yet effective. Each of these
  pronouncements, as applicable, has been or will be adopted by the Company.
  Management does not believe any of these accounting pronouncements has had or
  will have a material impact on the Companys financial position or operating
  results.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | In June
  2009, the Financial Accounting Standards Board (FASB) issued Statement of
  Financial Accounting Standards No. 168, The FASB Accounting Standards
  Codification and the Hierarchy of Generally Accepted Accounting Principles 
  a replacement of FASB Statement No. 162 also issued as Accounting Standards
  Update No. 2009-01, Generally Accepted Accounting Principles (ASC Topic
  105-10) which establishes the FASB Accounting Standards Codification (the
  Codification or ASC) as the official single source of authoritative U.S.
  generally accepted accounting principles (GAAP). All guidance contained in
  the Codification carries an equal level of authority. All existing accounting
  standards are superseded. All other accounting guidance not included in the
  Codification will be considered non-authoritative. The Codification also
  includes all relevant SEC guidance organized using the same topical structure
  in separate sections within the Codification. The Codification is not
  intended to change GAAP, but it will change the way GAAP is organized and presented.
  The Codification is effective for financial statements issued for interim and
  annual periods ending after September 15, 2009. Except for the disclosure
  requirements, the adoption of this statement did not have an impact on the
  determination or reporting of the Companys consolidated financial
  statements. The Company is providing the Codification cross-reference
  alongside the references to the standards issued and adopted prior to the
  adoption of the Codification.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | In June
  2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No.
  46(R) (ASC 810), which amends the consolidation guidance applicable to
  variable interest entities. The amendments will significantly affect the
  overall consolidation analysis under ASC 810. This statement is effective as
  of the beginning of the first fiscal year that begins after November 15,
  2009. This statement is not expected to have any impact on our financial
  position or results of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | In June
  2009, the FASB issued SFAS No. 166, Accounting for Transfers of Financial
  Assets an amendment of FASB Statement No. 140 (ASC 860), which amends the
  derecognition guidance in SFAS No. 140 and eliminates the exemption from
  consolidation for qualifying special-purpose entities. This statement is effective
  for financial asset transfers occurring after the beginning of an entitys
  first fiscal year that begins after November 15, 2009. This statement is not
  expected to have any impact on our financial position or results of
  operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

8

---



|                                                                        
|------------------------------------------------------------------------
|Team Nation Holdings
  Corporation                                      
|Notes to the
  Consolidated Financial Statements                        
|As of
  September 30, 2009 and December 31, 2008 and                    
|For
  the Three and Nine Month Periods Ended September 30, 2009 and 2008
|                                                                        

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In May 2009,
  the FASB issued SFAS No. 165, Subsequent Events (ASC 855-10). This statement
  establishes general standards of accounting for and disclosures of events
  that occur after the balance sheet date but before financial statements are
  issued or are available to be issued. In particular, this statement sets
  forth (1) the period after the balance sheet date during which management of
  a reporting entity should evaluate events or transactions that may occur for
  potential recognition or disclosure in the financial statements; (2) the
  circumstances under which an entity should recognize events or transactions
  occurring after the balance sheet date in its financial statements; and (3)
  the disclosures that an entity should make about events or transactions that
  occurred after the balance sheet date. This statement is effective for
  interim or annual periods ending after June 15, 2009 and we adopted it on
  April 1, 2009.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | In April
  2009, the FASB issued FSP No. FAS 107-1 and APB 28-1, Interim Disclosures
  about Fair Value of Financial Instruments (ASC 825-10-65-1). ASC 825-10-65-1
  requires the fair value disclosures required by FAS 107 regarding the fair
  value of financial instruments to be included in interim financial
  statements. This standard is effective for interim periods ending after June
  15, 2009, and did not have a material effect on the Companys consolidated
  financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | In April
  2009, the FASB issued FASB Staff Position FAS 157-4, Determining Fair Value
  When the Volume and Level of Activity for the Asset or Liability Have
  Significantly Decreased and Identifying Transactions That Are Not Orderly
  (ASC 820-10). ASC 820-10 indicates that if an entity determines that either
  the volume and/or level of activity for an asset or liability has
  significantly decreased (from normal conditions for that asset or liability)
  or price quotations or observable inputs are not associated with orderly
  transactions, increased analysis and management judgment will be required to
  estimate fair value. ASC 820-10 is effective for interim and annual periods
  ending after June 15, 2009. ASC 820-10 must be applied prospectively. The
  adoption of ASC 820-10 had no material impact on the Companys consolidated
  financial statements.                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | Cash and cash equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | The Company
  considers all cash on hand, cash in banks and all highly liquid debt
  instruments purchased with a maturity of three months or less to be cash and
  cash equivalents. At times cash and cash equivalent balances at a limited
  number of banks and financial institutions may exceed insurable amounts. The
  Company believes it mitigates its risks by depositing cash or investing in
  cash equivalents in major financial institutions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | Restricted cash                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | Team
  maintains a certificate of deposit with a bank in the amount of $105,931 and
  $104,072 at September 30, 2009 and December 31, 2008, respectively, which is
  collateral on a line of credit note with a financial institution.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

9

---



|                                                                        
|------------------------------------------------------------------------
|Team Nation Holdings
  Corporation                                      
|Notes to the
  Consolidated Financial Statements                        
|As of
  September 30, 2009 and December 31, 2008 and                    
|For
  the Three and Nine Month Periods Ended September 30, 2009 and 2008
|                                                                        

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Revenue recognition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | TEAMs
  revenue is derived from management and production services. Revenue from
  services is recognized when the service is performed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Income taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | The Company
  prepared its income tax returns in 2007 utilizing a Subchapter S election.
  Accordingly, the loss was allocated to the shareholders of the Company and
  the Company did not provide for income taxes. The Subchapter S election terminated
  upon the acquisition of TEAM by SUNCROSS on June 17, 2008.                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Subsequent
  to June 17, 2008, income taxes are accounted for using an asset and liability
  approach for financial reporting. The Company recognizes deferred tax
  liabilities and assets for the expected future tax consequences of temporary
  differences between the financial statement carrying amount and the tax basis
  of assets and liabilities and net operating loss and tax credit carry
  forwards.                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | The
  preparation of financial statements in conformity with accounting principles
  generally accepted in the United States of America requires management to
  make estimates and assumptions that affect the reported amounts of assets and
  liabilities and 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.                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Fair value of financial instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | In
  accordance with the requirements of FASB Statement of Financial Accounting
  Standards (SFAS) No. 107, Disclosures about Fair Value of Financial
  Instruments (ASC 825), the Company has determined the estimated fair value of
  its financial instruments using available market information and appropriate
  valuation methodologies. The Companys financial instruments consist of
  accounts receivable-trade accounts payable-trade, accrued expenses and
  short-term borrowings. This is due to their short-term before maturity or the
  current rates at which the Company could borrow funds with similar remaining
  maturities.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | The
  Companys financial instruments consist of accounts payable, accrued expenses
  and short-term borrowings. The carrying amount of these financial instruments
  approximates fair value due to their short term nature or the current rates
  at which the Company could borrow funds with similar remaining maturities.                                                                                                                                                                                                                                                                                                                        

10

---



|                                                                        
|------------------------------------------------------------------------
|Team Nation Holdings
  Corporation                                      
|Notes to the
  Consolidated Financial Statements                        
|As of
  September 30, 2009 and December 31, 2008 and                    
|For
  the Three and Nine Month Periods Ended September 30, 2009 and 2008
|                                                                        

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | Contingencies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Certain
  conditions may exist as of the date financial statements are issued, which
  may result in a loss to the Company, but which will only be resolved when one
  or more future events occur or fail to occur. Company management and its
  legal counsel assess such contingencies related to legal proceeding that are
  pending against the Company or unasserted claims that may result in such proceedings,
  the Companys legal counsel evaluates the perceived merits of any legal
  proceedings or unasserted claims as well as the perceived merits of the
  amount of relief sought or expected to be sought therein. If the assessment
  of a contingency indicates that it is probably that a liability has been
  incurred and the amount of the liability can be estimated, then the estimated
  liability would be accrued in the Companys financial statements. If the
  assessment indicates that a potentially material loss contingency is not
  probable but is reasonably possible, or if probable but cannot be estimated,
  then the nature of the contingent liability, together with an estimate of the
  range of possible loss if determinable, would be disclosed.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Intangible costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The Company
  accounts for intangible assets in accordance with SFAS 142 Goodwill and
  other Intangible Assets (ASC 350). ASC 350 requires that goodwill and
  intangible assets with indefinite useful lives no longer be amortized, but
  instead be tested at least annually for impairment. ASC 350 also requires
  that intangible assets with definite useful lives be amortized over that
  period to their estimated residual value, and be reviewed for impairment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Reclassification                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Certain
  reclassifications have been made to the December 31, 2008 balance sheet and
  June 30, 2008 statement of operations to conform to the September 30, 2009
  presentation. These reclassifications had no effect on previously reported
  results of operations or retained earnings.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|3. | Discontinued Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | In May 2007
  we formed two subsidiaries: Escrow Nation, Inc. (Escrow) and Mortgage
  Nation, Inc. (Mortgage). Escrow was licensed to transact escrow business by
  the California Department of Corporations and Mortgage was licensed to
  provide mortgage broker services. In December 2007, we decided to discontinue
  the operations of both Escrow and Mortgage as a result of the significant
  downturn in the California housing market. We recognized losses of $3,827,
  $9,644, $11,617 and $63,706 from the discontinued operations for the three
  and nine month periods ended September 30, 2009 and 2008, respectively. They
  are classified as discontinued operations under the provisions of Statement
  of Financial Accounting Standards No. 144 Accounting
  for the Impairment or Disposal of Long-lived Assets(ASC 360) as
  of September 30, 2009 and December 31, 2008.                                                                                                                                                                                                                                                                                             

11

---



|                                                                        
|------------------------------------------------------------------------
|Team Nation Holdings
  Corporation                                      
|Notes to the
  Consolidated Financial Statements                        
|As of
  September 30, 2009 and December 31, 2008 and                    
|For
  the Three and Nine Month Periods Ended September 30, 2009 and 2008
|                                                                        

The assets and
liabilities of the discontinued operations are presented separately under the
captions Assets of discontinued operations and Liabilities of discontinued
operations in the accompanying Balance Sheets.

|                                             |  |                            |        |          |   |        |  |   |         | 
|-------------------------------------------- |  | -------------------------- | ------ | -------- | - | ------ |  | - | ------- | 
|                                             |  | As
  of September 30, 2009 |       
|                                             |  | ESCROW                     |        | MORTGAGE |   | Total  | 
|                                             |  |                            |        |          |   |        | 
|Current assets:                              |  |                            |        |          |   |        |  |   |         | 
|Cash                                         |  |                            |       |          |   |       |  |   |        | 
|Sublease receivable                          |  | $                          | 11,226 |          |   |       |  | $ | 11,226  | 
|                                             |  |                            |        |          |   |        |  |   |         | 
|Total current assets                         |  |                            | 11,226 |          |   |       |  |   | 11,226  | 
|                                             |  |                            |        |          |   |        |  |   |         | 
|Long term assets                             |  |                            |        |          |   |        |  |   |         | 
|Furniture                                    |  |                            |       |          | $ | 491    |  |   | 491     | 
|Sublease receivable                          |  |                            |       |          |   |       |  |   |        | 
|Deposits                                     |  |                            | 13,000 |          |   |       |  |   | 13,000  | 
|                                             |  |                            |        |          |   |        |  |   |         | 
|Total long term assets                       |  |                            | 13,000 |          |   | 491    |  |   | 13,491  | 
|                                             |  |                            |        |          |   |        |  |   |         | 
|Total assets of discontinued operations      |  | $                          | 24,226 |          | $ | 491    |  | $ | 24,717  | 
|                                             |  |                            |        |          |   |        |  |   |         | 
|Current liabilities                          |  |                            |        |          |   |        |  |   |         | 
|Accounts payable                             |  | $                          | 82,744 |          | $ | 685    |  | $ | 83,429  | 
|Shutdown expenses                            |  |                            | 15,656 |          |   |       |  |   | 15,656  | 
|                                             |  |                            |        |          |   |        |  |   |         | 
|Total current liabilities                    |  |                            | 98,400 |          |   | 685    |  |   | 99,085  | 
|                                             |  |                            |        |          |   |        |  |   |         | 
|Long term liabilities                        |  |                            |        |          |   |        |  |   |         | 
|Related party notes payable                  |  |                            |       |          |   | 17,300 |  |   | 17,300  | 
|Note payable                                 |  |                            |       |          |   |       |  |   |        | 
|Shutdown expenses                            |  |                            |       |          |   |       |  |   |        | 
|                                             |  |                            |        |          |   |        |  |   |         | 
|Total long term liabilities                  |  |                            |       |          |   | 17,300 |  |   | 17,300  | 
|                                             |  |                            |        |          |   |        |  |   |         | 
|Total liabilities of discontinued operations |  | $                          | 98,400 |          | $ | 17,985 |  | $ | 116,385 | 
|                                             |  |                            |        |          |   |        |  |   |         | 

|                                             |  |                           |         |          |   |        |  |   |         | 
|-------------------------------------------- |  | ------------------------- | ------- | -------- | - | ------ |  | - | ------- | 
|                                             |  | As
  of December 31, 2008 |        
|                                             |  | ESCROW                    |         | MORTGAGE |   | Total  | 
|                                             |  |                           |         |          |   |        | 
|Current assets:                              |  |                           |         |          |   |        |  |   |         | 
|Sublease receivable                          |  | $                         | 87,000  |          | $ |       |  | $ | 87,000  | 
|                                             |  |                           |         |          |   |        |  |   |         | 
|Total current assets                         |  |                           | 87,000  |          |   |       |  |   | 87,000  | 
|                                             |  |                           |         |          |   |        |  |   |         | 
|Long term assets                             |  |                           |         |          |   |        |  |   |         | 
|Furniture                                    |  |                           |        |          |   | 1,596  |  |   | 1,596   | 
|Deposits                                     |  |                           | 13,000  |          |   |       |  |   | 13,000  | 
|                                             |  |                           |         |          |   |        |  |   |         | 
|Total long term assets                       |  |                           | 13,000  |          |   | 1,596  |  |   | 14,596  | 
|                                             |  |                           |         |          |   |        |  |   |         | 
|Total assets of discontinued operations      |  | $                         | 100,000 |          | $ | 1,596  |  | $ | 101,596 | 
|                                             |  |                           |         |          |   |        |  |   |         | 
|Current liabilities                          |  |                           |         |          |   |        |  |   |         | 
|Accounts payable                             |  | $                         | 59,071  |          | $ |       |  | $ | 59,071  | 
|Shutdown expenses                            |  |                           | 129,754 |          |   |       |  |   | 129,754 | 
|Sublease receivable                          |  |                           |        |          |   |       |  |   |        | 
|                                             |  |                           |         |          |   |        |  |   |         | 
|Total current liabilities                    |  |                           | 188,825 |          |   |       |  |   | 188,825 | 
|                                             |  |                           |         |          |   |        |  |   |         | 
|Long term liabilities                        |  |                           |         |          |   |        |  |   |         | 
|Related party notes payable                  |  |                           |        |          |   | 17,300 |  |   | 17,300  | 
|Note payable                                 |  |                           |        |          |   |       |  |   |        | 
|Shutdown expenses                            |  |                           |        |          |   |       |  |   |        | 
|                                             |  |                           |         |          |   |        |  |   |         | 
|Total long term liabilities                  |  |                           |        |          |   | 17,300 |  |   | 17,300  | 
|                                             |  |                           |         |          |   |        |  |   |         | 
|Total liabilities of discontinued operations |  | $                         | 188,825 |          | $ | 17,300 |  | $ | 206,125 | 
|                                             |  |                           |         |          |   |        |  |   |         | 

12

---



|                                                                        
|------------------------------------------------------------------------
|Team Nation Holdings
  Corporation                                      
|Notes to the
  Consolidated Financial Statements                        
|As of
  September 30, 2009 and December 31, 2008 and                    
|For
  the Three and Nine Month Periods Ended September 30, 2009 and 2008
|                                                                        

The
accompanying tables illustrate the reporting of the discontinued operations on
the face of the Statements of Operations for the three month and nine month
periods ended September 30, 2009 and 2008:

|                                    |  |                                                         |        |          |   |       |   |   |        |  
|----------------------------------- |  | ------------------------------------------------------- | ------ | -------- | - | ----- | - | - | ------ | -
|                                    |  | For
  the Three Month Period
  Ended September 30, 2009 |       
|                                    |  | ESCROW                                                  |        | MORTGAGE |   | Total |  
|                                    |  |                                                         |        |          |   |       |  
|Revenues                            |  | $                                                       |       |          | $ |      |   | $ |       |  
|Costs and expenses:                 |  |                                                         |        |          |   |       |   |   |        |  
|Selling, general and administrative |  |                                                         |       |          |   | 369   |   |   | 369    |  
|Shutdown expense                    |  |                                                         | 3,395  |          |   |      |   |   | 3,395  |  
|Interest expense                    |  |                                                         | 63     |          |   |      |   |   | 63     |  
|                                    |  |                                                         |        |          |   |       |   |   |        |  
|Loss from discontinued operations   |  | $                                                       | (3,458 | )        | $ | (369  | ) | $ | (3,827 | )
|                                    |  |                                                         |        |          |   |       |   |   |        |  

|                                    |  |                                                         |        |          |   |       |   |   |        |  
|----------------------------------- |  | ------------------------------------------------------- | ------ | -------- | - | ----- | - | - | ------ | -
|                                    |  | For
  the Three Month Period
  Ended September 30, 2008 |       
|                                    |  | ESCROW                                                  |        | MORTGAGE |   | Total |  
|                                    |  |                                                         |        |          |   |       |  
|Revenues                            |  | $                                                       |       |          | $ |      |   | $ |       |  
|Costs and expenses:                 |  |                                                         |        |          |   |       |   |   |        |  
|Selling, general and administrative |  |                                                         | 1,697  |          |   | 369   |   |   | 2,066  |  
|Shutdown expense                    |  |                                                         | 7,335  |          |   |      |   |   | 7,335  |  
|Interest expense                    |  |                                                         | 243    |          |   |      |   |   | 243    |  
|                                    |  |                                                         |        |          |   |       |   |   |        |  
|Loss from discontinued operations   |  | $                                                       | (9,275 | )        | $ | (369  | ) | $ | (9,644 | )
|                                    |  |                                                         |        |          |   |       |   |   |        |  

|                                    |  |                                                        |         |          |   |        |   |   |         |  
|----------------------------------- |  | ------------------------------------------------------ | ------- | -------- | - | ------ | - | - | ------- | -
|                                    |  | For
  the Nine Month Period
  Ended September 30, 2009 |        
|                                    |  | ESCROW                                                 |         | MORTGAGE |   | Total  |  
|                                    |  |                                                        |         |          |   |        |  
|Revenues                            |  | $                                                      |        |          | $ |       |   | $ |        |  
|Costs and expenses:                 |  |                                                        |         |          |   |        |   |   |         |  
|Selling, general and administrative |  |                                                        |        |          |   | 1,105  |   |   | 1,105   |  
|Shutdown expense                    |  |                                                        | 10,185  |          |   |       |   |   | 10,185  |  
|Interest expense                    |  |                                                        | 327     |          |   |       |   |   | 327     |  
|                                    |  |                                                        |         |          |   |        |   |   |         |  
|Loss from discontinued operations   |  | $                                                      | (10,512 | )        | $ | (1,105 | ) | $ | (11,617 | )
|                                    |  |                                                        |         |          |   |        |   |   |         |  

|                                    |  |                                                        |         |          |   |        |   |   |         |  
|----------------------------------- |  | ------------------------------------------------------ | ------- | -------- | - | ------ | - | - | ------- | -
|                                    |  | For
  the Nine Month Period
  Ended September 30, 2008 |        
|                                    |  | ESCROW                                                 |         | MORTGAGE |   | Total  |  
|                                    |  |                                                        |         |          |   |        |  
|Revenues                            |  | $                                                      | 37,727  |          | $ |       |   | $ | 37,727  |  
|Costs and expenses:                 |  |                                                        |         |          |   |        |   |   |         |  
|Selling, general and administrative |  |                                                        | 72,000  |          |   | 1,105  |   |   | 73,105  |  
|Shutdown expense                    |  |                                                        | 27,393  |          |   |       |   |   | 27,393  |  
|Interest expense                    |  |                                                        | 935     |          |   |       |   |   | 935     |  
|                                    |  |                                                        |         |          |   |        |   |   |         |  
|Loss from discontinued operations   |  | $                                                      | (62,601 | )        | $ | (1,105 | ) | $ | (63,706 | )
|                                    |  |                                                        |         |          |   |        |   |   |         |  

13

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|                                                                        
|------------------------------------------------------------------------
|Team Nation Holdings
  Corporation                                      
|Notes to the
  Consolidated Financial Statements                        
|As of
  September 30, 2009 and December 31, 2008 and                    
|For
  the Three and Nine Month Periods Ended September 30, 2009 and 2008
|                                                                        

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4. | Bad Debt Expense                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | TEAM entered
  into a management agreement with FirstSouthwestern Title Company (FIRST),
  which is a title company with operations in Southern California, to manage
  all of their operations. TEAM provided management, title plant and production
  services, customer service, sales and marketing support, HR administration,
  IT administration and accounting services to FIRST in exchange for monthly
  management fees plus a share of net profits, determined quarterly. Total
  management fee revenue was $201,279, $261,279, $192,720 and $282,720 in the
  three and nine month periods ended September 30, 2009 and 2008. In July 2009,
  we collected $261,392 of the receivable from FIRST. The receivable was paid
  by FIRST forgiving money due to FIRST by CCTC and then CCTC in turn agreeing
  to reduce the payable due to CCTC from TEAM. The amounts collected exceeded
  current year bad debt expense and the excess was reported as management fee
  revenue from FIRST in the statement of operations. We had hoped to collected
  all receivables from FIRST in connection with a possible acquisition of
  FIRST. However, FIRST has received notice from the Department of Insurance
  that they would like the company to voluntarily turn over their license to do
  business in California due to insufficient working capital and net worth,
  which ownership of FIRST has agreed to. As such, our agreement to acquire
  FIRST was terminated. Management still believes that FIRST may be acquired
  and recapitalized which would allow either a full or partial recovery of the
  receivable which is why the receivables are not being written off. The entire
  receivable has been reserved as of September 30, 2009. The operating
  agreement between TEAM and FIRST is no longer active.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|5. | Title Plant                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The Company
  acquired the Orange County title plant from California Counties Title Company
  (CCTC) in December 2007. CCTC is wholly owned by four affiliates of the
  four officers and directors of the Company. The amount paid for the title
  plant was based on an appraisal and the consideration for the $710,000
  purchase price included $200,000 in cash and a note payable by the Company in
  the amount of $510,000. The note is non-interest bearing and was paid in full
  in December 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The Company
  periodically reviews the carrying value of intangible assets not subject to
  amortization, including the title plant asset and goodwill, to determine
  whether impairment may exist. No impairments existed at September 30, 2009 or
  December 31, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

14

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|                                                                        
|------------------------------------------------------------------------
|Team Nation Holdings
  Corporation                                      
|Notes to the
  Consolidated Financial Statements                        
|As of
  September 30, 2009 and December 31, 2008 and                    
|For
  the Three and Nine Month Periods Ended September 30, 2009 and 2008
|                                                                        

|   |                                                                                                    
|-- | ---------------------------------------------------------------------------------------------------
|6. | Notes Payable in Default                                                                           
|   |                                                                                                    
|   | Notes
  payable in default at September 30, 2009 and December 31, 2008 consists of
  the following:

|                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                                |           |                               |   |           | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------ | --------- | ----------------------------- | - | --------- | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                |  | As
  of
  September 30,
  2009 |           | As
  of
  December 31,
  2008 |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                                |           |                               |  
|Note payable to bank;
  unsecured; interest at prime (8.25% and 7.25% at September 30, 2009 and
  December 31, 2008); payable interest only through July 16, 2008, then 55
  monthly payments of $47,553 with a final payment due on March 16, 2013;
  personally guaranteed by the shareholders; put into default in 2008 by the
  bank; currently in litigation, see note 8                                                                   |  | $                              | 2,381,494 |                               | $ | 2,381,494 | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                                |           |                               |   |           | 
|Note payable to a bank;
  collateralized by the Companys certificate of deposit in the amount of
  $100,000 and six certificates of deposit in the total amount of $400,000
  owned by the Companys shareholders; interest at prime plus 2% (10.25% and
  9.25% at September 30, 2009 and December 31, 2008); interest payable monthly;
  was due in full on August 24, 2008 and is currently past due, currently in
  litigation, see note 8 |  |                                | 576,518   |                               |   | 999,798   | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                                |           |                               |   |           | 
|Notes
  payable in default                                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                | 2,958,012 |                               |   | 3,381,292 | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                                |           |                               |   |           | 
|Accrued interest on notes payable in
default                                                                                                                                                                                                                                                                                                                                                                                                    |  |                                | 328,895   |                               |   | 18,242    | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                                |           |                               |   |           | 
|Total
  Notes payable in default                                                                                                                                                                                                                                                                                                                                                                                                                |  | $                              | 3,286,907 |                               | $ | 3,399,534 | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                                |           |                               |   |           | 

|   |                                                                                                                                                                                                                           
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | For the
  three and nine month periods ended September 30, 2009 and 2008, interest
  expense on these notes was $78,884, $229,177, $47,665 and $160,637,
  respectively.                                                  
|   |                                                                                                                                                                                                                           
|7. | Stockholders Equity                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                           
|   | Preferred stock                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                           
|   | The Company
  has 50,000,000 shares of its $0.001 par value preferred stock authorized and
  has no shares issued and outstanding at September 30, 2009 and December 31,
  2008.                                          
|   |                                                                                                                                                                                                                           
|   | Common stock                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                           
|   | On May 14,
  2008, the number of authorized common shares was increased from 100,000,000
  to 300,000,000. On November 21, 2008, the number of authorized common shares
  was increased from 300,000,000 to 1,000,000,000.
|   |                                                                                                                                                                                                                           
|   | In June
  2008, TEAM issued 20,906,633 shares of its common stock in the reverse
  merger.                                                                                                                                

15

---



|                                                                        
|------------------------------------------------------------------------
|Team Nation Holdings Corporation                                        
|Notes to the Consolidated Financial Statements                          
|As of September 30, 2009 and December 31,
  2008 and                    
|For the Three and Nine Month Periods
  Ended September 30, 2009 and 2008
|                                                                        

Between May
and December 2008, the Company sold 1,434,327 shares of its common stock for
$1,106,907 in cash. Subscriptions receivable was $0 at September 30, 2009 and
$163,084 at December 31, 2008.

In May 2008,
TEAM issued 215,482 shares of its common stock for services valued at $165,482.

An officer and
director paid Company expenses in the amount of $2,000 in May 2008. The amounts
were recorded as contributed capital.

In September
2008, the Company issued 1,000,000 shares of its common stock into escrow in
anticipation of a private placement during the fourth quarter of 2008. This
private placement was cancelled and the shares returned for cancellation. The
shares are not treated as issued or outstanding at September 30, 2009.

In June 2009,
the Company issued 400,797 shares of its common stock to certain of its stock
subscription subscribers to meet a pricing provision in the subscription
agreement (Free-up shares). There was no financial impact of the issuance of
these shares.

In June 2009,
the Company sold 200 shares of stock for $200.

In July 2009,
the Company cancelled $146,654 stock subscriptions receivable totaling 166,205
shares.

In July 2009,
the Company issued 12,109,338 shares of its common stock to its four officers
and directors as consideration for each of the individuals certificates of
deposit which were taken by Professional Business Bank to partially satisfy a
line of credit. The certificates of deposit in total were valued at $423,280.
The outstanding balance of the line of credit became due in July 2009 and the
Company defaulted. The officers and directors had guaranteed the line of credit
with personal certificates of deposit. As a result, Professional Business Bank
called the guarantee to reduce the outstanding balance. (see note 10).

In September
2009, the Company issued 1,293,333 shares of its common stock to a stock
subscription subscriber to meet a pricing provision in the agreement. There
was no financial impact of the issuance of these shares.

16

---



|                                                                        
|------------------------------------------------------------------------
|Team Nation Holdings Corporation                                        
|Notes to the Consolidated Financial Statements                          
|As of September 30, 2009 and December 31,
  2008 and                    
|For the Three and Nine Month Periods
  Ended September 30, 2009 and 2008
|                                                                        

|   |                              
|-- | -----------------------------
|8. | Commitments and Contingencies

Operating
Leases

The Company
has operating leases for certain office equipment and facilities. Future
minimum lease payments are as follows:

|                             |  |   |         | 
|---------------------------- |  | - | ------- | 
|2009
  (remainder of year)   |  | $ | 53,732  | 
|2010                         |  |   | 218,376 | 
|2011                         |  |   | 114,759 | 
|2012                         |  |   | 24,132  | 
|2013                         |  |   |        | 
|2014 and
  after             |  |   |        | 
|                             |  |   |         | 
|Total minimum lease payments |  | $ | 410,999 | 
|                             |  |   |         | 

Rental expense
was $32,508, $82,563, $61,500 and $93,883 for the three and nine month periods
ended September 30, 2009 and 2008, respectively. See Note 10 (Related Party
Transactions).

Litigation

The Companys
policy is to recognize amounts related to legal matters as a charge to
operations if it is probable that a liability has been incurred and the amount
of loss can be reasonably estimated, as required by SFAS 5 (ASC 450).

On September
8, 2008, we filed suit in the Superior Court of California, Orange County, against
Professional Business Bank, for, among other things, interference with business
prospects and violation of our rights of privacy relative to a line of credit
and loan made by Professional Business Bank to our subsidiary holding company.
Professional Business Bank responded by calling both loans due and we are
currently in arbitration on the matter. In October 2009, management dismissed
litigation counsel after opening direct settlement discussions with the bank
and the settlement negotiations are now managed by the Company. While the
results of the suit and counterclaim cannot be predicted with certainty,
management believes, based on the current negotiations with the bank, that the
final outcome of the arbitration of claims will not have a material adverse
effect on our financial position, results of operations, or liquidity.

17

---



|                                                                        
|------------------------------------------------------------------------
|Team Nation Holdings Corporation                                        
|Notes to the Consolidated Financial Statements                          
|As of September 30, 2009 and December 31,
  2008 and                    
|For the Three and Nine Month Periods Ended
  September 30, 2009 and 2008
|                                                                        

Going
Concern and Managements Plan

The
accompanying consolidated financial statements have been prepared assuming the
Company will continue as a going concern. As of the end of December 2007, it
was determined that ESCROW and MORTGAGE would be unable to continue in the
current housing market and the operations of both companies were discontinued.
At September 30, 2009, the Company had negative working capital of $4,834,569,
total liabilities of $4,867,752, and a stockholders deficit of $1,639,247.
Currently scheduled debt payment requirements for 2009 exceed the amount that
can be expected to be generated from operations. These conditions raise
substantial doubt about the Companys ability to continue as a going concern.
The financial statements do not include any adjustments that may result from
the outcome of these uncertainties.

The Company
expects to meet its working capital requirements through debt and private
placements of equity. In addition, the Company has entered into management
contracts with a title company owned by four affiliates of the Companys
officers and directors, from which the Company expects to have positive cash
flow.

|   |               
|-- | --------------
|9. | Loss Per Share

The following
is a reconciliation of the number of shares used in the calculation of basic
loss per share and diluted loss per share for the three and nine month periods
ended September 30, 2009 and 2008:

|                                                                                                            |  |                                                               |            |                                                               |   |                                                            |   |                                                              |            |   |   |            |  
|----------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------- | ---------- | ------------------------------------------------------------- | - | ---------------------------------------------------------- | - | ------------------------------------------------------------ | ---------- | - | - | ---------- | -
|                                                                                                            |  | For
  the
  Three Month
  Period Ended
  September 30,
  2009 |            | For
  the
  Three Month
  Period Ended
  September 30,
  2008 |   | For
  the
  Nine Month
  Period Ended September 30,
  2009 |   | For
  the
  Nine Month
  Period Ended
  September 30,
  2008 |           
|                                                                                                            |  |                                                               |            |                                                               |   |                                                            |   |                                                              |           
|Numerator:                                                                                                  |  |                                                               |            |                                                               |   |                                                            |   |                                                              |            |   |   |            |  
|Net loss                                                                                                    |  | $                                                             | (293,864   | )                                                             | $ | (389,556                                                   | ) |                                                              | (766,589   | ) |   | (561,571   | )
|Denominator:                                                                                                |  |                                                               |            |                                                               |   |                                                            |   |                                                              |            |   |   |            |  
|Denominator for basic and diluted net loss per
share-weighted average
  number of common shares outstanding |  |                                                               | 53,210,924 |                                                               |   | 46,769,910                                                 |   |                                                              | 49,207,087 |   |   | 33,327,510 |  
|                                                                                                            |  |                                                               |            |                                                               |   |                                                            |   |                                                              |            |   |   |            |  
|Basic and diluted net loss per share                                                                        |  | $                                                             | (0.01      | )                                                             | $ | (0.01                                                      | ) | $                                                            | (0.02      | ) | $ | (0.02      | )
|                                                                                                            |  |                                                               |            |                                                               |   |                                                            |   |                                                              |            |   |   |            |  

The Company does not have any stock options
or warrants outstanding.

18

---



|                                                                        
|------------------------------------------------------------------------
|Team Nation Holdings Corporation                                        
|Notes to the Consolidated Financial Statements                          
|As of September 30, 2009 and December 31,
  2008 and                    
|For the Three and Nine Month Periods
  Ended September 30, 2009 and 2008
|                                                                        

|    |                           
|--- | --------------------------
|10. | Related Party Transactions

Due from
affiliates

The Company
had advanced $104,060 to CCTC at December 31, 2007. This amount was repaid in
2008.

Notes
receivable  related party

The Company
has notes receivable from four affiliates of its four officers and directors in
the total amount of $2,262,557 at September 30, 2009, which were used by the
officers and directors to fund the purchase of CCTC. The principal of the loans
included a total of $2,600,000 which was paid in cash ($1,000,000 to the former
shareholder of CCTC and the balance used for CCTC working capital). The notes
receivable from the four officers and directors consist of four notes in the
original amount of $650,000 each which were non-interest bearing until May 31,
2008; and interest only is payable at the rate of 5% per annum until the notes
receivable are due in full on May 1, 2014. In November 2009, the notes were
amended to have interest only payments begin January 1, 2011. The notes receivable
balance increased as interest has accrued by $15,893, $47,091, $11,456 and
$144,793 during the three and nine month periods ended September 30, 2009 and
2008, respectively. A portion of the balance of the notes receivable was
relieved in November 2008 with shares of TEAM common stock. 364,548 common
shares, valued at $1.00 per share for a total of $364,548 were returned to the
company and retired to satisfy a portion of the outstanding notes receivable.
The notes receivable balance increased during 2008 when TEAM made payments on a
note payable on behalf of the four stockholders and directors to the former
owner of CCTC. The total of the payments was $167,494. Also in 2008, the notes
receivable balance was relieved with the satisfaction of accrued management
fees of the four officers and directors in the amount of $276,750. There have
been no payments on the notes receivable during 2009.

Shares
used to repay notes receivable

In June 2008,
364,548 shares were returned to the company to partially satisfy outstanding
notes receivable. The shares were valued at $1.00 per share and have been
retired.

Related
party payables

The related
party payable at September 30, 2009 includes amounts owed to CCTC and entities
owned by four officers and directors. The Company owed its affiliate, CCTC,
amounts at both September 30, 2009 and December 31, 2008. In 2008, CCTC
provided working capital for TEAM, increasing the related party payable and
TEAM performed services for CCTC, which reduced the related party payable. The
ending related party payable balance to CCTC at December 31, 2008 was $332,177.
In the three and nine months ended September 30, 2009, CCTC advanced $131,989
and $936,110 to the Company and the payable was reduced by $261,392 in the nine
month period ended September 30, 2009 to settle amounts CCTC owed FIRST. The
Company owes CCTC $1,006,896 as of September 30, 2009.

19

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|                                                                        
|------------------------------------------------------------------------
|Team Nation Holdings Corporation                                        
|Notes to the Consolidated Financial Statements                          
|As of September 30, 2009 and December 31,
  2008 and                    
|For the Three and Nine Month Periods
  Ended September 30, 2009 and 2008
|                                                                        

$180,726 of
the related party payable at September 30, 2009 is for management fee expenses
to the four officers and directors.

Notes
payable  related party

TEAM had a
note payable outstanding as of December 31, 2008 to an affiliate owned by a
shareholder in the amount of $13,958. The note was due on demand and did not
bear interest. It was satisfied in April 2009.

Purchase
of Orange County, California title plant

As discussed
in Note 5, the Companys acquisition of the title plant for Orange County from
CCTC included a note payable in the amount of $510,000. This amount was fully
satisfied in 2008.

Shares
issued - related party

As discussed
in note 7, in July 2009, the Company issued 12,109,338 shares of its common
stock to its four officers and directors for $423,280 in certificates of
deposit which were taken by Professional Business Bank to reduce the line of
credit. The outstanding balance of the line of credit became due in July 2009
and the Company defaulted. The officers and directors had guaranteed the line
of credit with personal certificates of deposit. As a result, Professional
Business Bank called the guarantee to reduce the debt.

Management
agreements

Management fee
revenues

TEAM entered
into a management agreement with CCTC, which is a Southern California title
company operated by TEAMs officers and directors, to manage all of their
operations. TEAM provides management, title plant and production services, customer
service, sales and marketing support, HR administration, IT administration and
accounting services to both companies in exchange for monthly management fees
plus a share of net profits, determined quarterly. This agreement was amended
as of January 1, 2009 to change the monthly fee from $100,000 per month to
$40,000 per month plus $60 per open title order. Management fee revenue from
CCTC was $413,640, $1,528,620, $300,000 and $525,445 for the three and nine
month periods ended September 30, 2009 and 2008 and is shown as related party
management fees in the statement of operations.

20

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|                                                                        
|------------------------------------------------------------------------
|Team Nation Holdings Corporation                                        
|Notes to the Consolidated Financial Statements                          
|As of September 30, 2009 and December 31,
  2008 and                    
|For the Three and Nine Month Periods
  Ended September 30, 2009 and 2008
|                                                                        

Management fee expenses

TEAM entered
into management agreements in 2007 with affiliates of the four officers and
directors by which they would actively manage operations, human resources,
accounting services, sales, and marketing efforts for the TEAM. Each of the
four agreements called for a $15,000 monthly fee. These agreements were
cancelled on January 1, 2009. The Company entered into new management
agreements with two of the officers and directors as of July 1, 2009, each at a
cost of $25,200 per month per agreement. Total management fee expenses were
$151,200, $151,200, $42,750 and $42,750 for the three and nine month periods
ended September 30, 2009 and 2008. TEAM paid for the services partially in cash
and partially as a reduction in shareholder receivables. $180,726 of the
related party payable at September 30, 2009 is for management fee expenses to
the four officers and directors.

Subleases

TEAM entered
into subleases with CCTC, which is a Southern California title company operated
by TEAMs officers and directors. TEAM leases office space from CCTC in
Pasadena, CA and CCTC leases space from TEAM in Newport Beach, CA. TEAM pays
CCTC 50% of its lease expense for the Pasadena office which amounts to $8,998
per month. CCTC pays TEAM 80% of its lease expense for the Newport Beach office
which amounts to $7,075 per month. These transactions are booked through
affiliate receivable/payable accounts.

TEAM sublease expense to CCTC

|                             |  |   |         | 
|---------------------------- |  | - | ------- | 
|2009
  (remainder of year)   |  | $ | 26,993  | 
|2010                         |  |   | 107,970 | 
|                             |  |   |         | 
|Total minimum lease payments |  | $ | 134,963 | 
|                             |  |   |         | 

TEAM sublease revenue from CCTC

|                               |  |   |         | 
|------------------------------ |  | - | ------- | 
|2009
  (remainder of year)     |  | $ | 21,224  | 
|2010                           |  |   | 87,652  | 
|2011                           |  |   | 91,135  | 
|2012                           |  |   | 19,138  | 
|                               |  |   |         | 
|Total minimum sublease revenue |  | $ | 219,149 | 
|                               |  |   |         | 

21

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# ITEM 2.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

From time to time, we may publish
forward-looking statements relative to such matters as anticipated financial results,
business prospects, technological developments and similar matters. The Private Securities
Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. The
following discussion and analysis should be read in conjunction with the Consolidated
Financial Statements and the accompanying Notes to Consolidated Financial Statements
appearing earlier in this report. All statements other than statements of historical fact
included in this report are, or may be deemed to be, forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Exchange Act of 1934, as amended. Important factors that could cause actual results to
differ materially from those discussed in such forward-looking statements include, but are
not limited to, the following: our current liquidity needs, as described in our periodic
reports; changes in the economy; our inability to raise additional capital; our
involvement in potential litigation; volatility of our stock price; the variability and
timing of business opportunities; changes in accounting policies and practices; the effect
of internal organizational changes; adverse state and federal regulation and legislation;
and the occurrence of extraordinary or catastrophic events and terrorist acts. These
factors and others involve certain risks and uncertainties that could cause actual results
or events to differ materially from managements views and expectations. Inclusion of
any information or statement in this report does not necessarily imply that such
information or statement is material. We do not undertake any obligation to release
publicly revised or updated forward-looking information, and such information included in
this report is based on information currently available and may not be reliable after this
date.

# LIQUIDITY, FINANCIAL
CONDITION AND GOING CONCERN

The accompanying financial statements
have been prepared assuming we will continue as a going concern.  We commenced
limited operations in February 2007 and began full business operations in May
2007.  As discussed in the Notes to the Consolidated Financial Statements, on
June 17, 2008 the shareholders of TEAM exchanged all of the outstanding common shares of
TEAM for 25 million common shares of Suncross Exploration Corporation
(SUNCROSS), which resulted in the TEAM shareholders having control of
Suncross. At the time of the merger, Suncross changed its name to Team Nation Holdings
Corp. The financial statements prior to that date are those of HOLDING.

At September 30, 2009 we had negative
working capital of ($4,834,659) and incurred net losses of ($293,864) during the three
month period ended September 30, 2009 and ($766,589) for the nine month period ended
September 30, 2009. Our operations do not currently provide sufficient cash flow to meet
our obligations. We believe that our operations during 2009 will not provide positive cash
flow and that we will become cash flow positive in 2010. We believe we are able to
restructure or meet our obligations as they become due during the coming months while we
move toward positive cash flow. However our company is highly leveraged and we have
approximately $3.287 million in debt which is in default, so there can be no assurance
that revenues from operations and/or common stock sales will be sufficient to fund our
current business plan.

During the year ended December 31,
2008, we sold 1,434,327 shares for $1,106,907. 166,205 shares totaling $146,654 were
cancelled in July 2009. No remaining subscription receivable exists as of 9/30/09.

In
September 2009 we issued 24,811,245 restricted shares to CalCounties Title Nation Company
to satisfy $868,394 in liabilities owed to CalCounties by the Company as of August 31,
2009. On September 30, 2009 the company rescinded the transaction and reinstated its
payable to CalCounties. CalCounties returned the issued shares, which have been returned
to treasury and cancelled.

In September 2009 we issued
14,109,338 restricted shares to the four directors to compensate them for the surrender of
4 personal certificates of deposit totaling $423,280 that stood as collateral for the
companys line of credit with Professional Business Bank. We have treated the
CDs as a reduction of the Professional Business Bank debt. The issuance of the
shares repays the directors for the certificates of deposit being applied against
the PBB loan balance upon entry into a definitive settlement agreement with the bank,
which the company believes it will reach in the first quarter of 2010.

The ability of the Company to
continue as a going concern during the next year depends on the Companys success in
executing these plans.  The financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going concern.

22

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# RESULTS OF OPERATIONS

# Comparison of Nine Month
Period Ended September 30, 2008 to the Nine Month Period Ended September 30, 2009

# Revenues

Our revenue during the nine month
period in 2009 totaled $1,789,899 compared to $808,165 during the same period in the prior
year. Our 2009 revenue included management fees of $90,000 from a title company with whom
we severed relations in 2009. The balance of our management fee revenue was generated
through a contract with a title company owned by our officers and directors which is our
sole customer.

$130,726 of $261,392 in previously
uncollected 2008 invoices from First Southwestern Title Company that were paid in July
2009 was classified as revenue. These invoices that were paid were fully reserved in the
Allowance for Doubtful Accounts in 2008. Bad debt expense was $70,000 in July 2009 prior
to this collection. These invoices were paid by a three party agreement whereby First
Southwestern Title Company forgave money due to First Southwestern by TEAM affiliate
California Counties Title Company (CCTC) and then CCTC in turn agreed to reduce the
working capital due to CCTC from TEAM for the same amount of $261,392. $60,553 of
unreimbursed expenses from First Southwestern Title Company are included in operating
expenses.

# Costs and expenses

Selling, general and administrative
expense amounted to $221,655 in the nine month period in 2009 as compared to $324,203 in
the prior period.  The decrease is primarily from contract costs in 2008 that
were eliminated in 2009 in favor of adding personnel costs as noted by higher employee
costs for the same period in 2009.

Title plant activities commenced
after March 31, 2008.

Interest expense increased slightly
from $222,203 in the 2008 nine month period to $230,191 in the same period in 2009. The
increase is primarily due to compounding interest on unpaid notes in default.

Interest income increased as a result
of accrued interest on notes receivable.

OFF-BALANCE SHEET
ARRANGEMENTS

We had no off balance sheet arrangements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK

As a Smaller Business
Issuer, we are not required to include this Item.

ITEM 4. CONTROLS AND PROCEDURES

We maintain disclosure
controls and procedures that are designed to ensure that information required
to be disclosed in our Exchange Act reports is recorded, processed, summarized
and reported within the time periods specified in the SECs rules and forms,
and that such information is accumulated and communicated to our management,
including our Chief Executive Officer and Chief Financial Officer, who also acts
as our Principal Accounting Officer, as appropriate, to allow timely decisions
regarding required disclosure based closely on the definition of disclosure
controls and procedures in Rule 13a-14(c). In designing and evaluating the
disclosure controls and procedures, management recognized that any controls and
procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, and
management necessarily was required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures.

23

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Changes in Internal Control Over Financial Reporting

We made no changes in our
internal control over financial reporting during the second quarter of fiscal
year 2009 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.

Evaluation of Disclosure Controls and Procedures

We have carried out an
evaluation under the supervision and with the participation of our management,
including our Chief Executive Officer and our Chief Financial Officer/Principal
Accounting Officer, of the effectiveness of the design and operation of all of
our disclosure controls and procedures. Based on the foregoing, our Chief Executive
Officer and Chief Financial Officer/Principal Accounting Officer concluded that
our disclosure controls and procedures were effective as of September 30, 2009.

PART II  OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may
become involved in various lawsuits and legal proceedings which arise in the
ordinary course of business. However, litigation is subject to inherent
uncertainties, and an adverse result in these or other matters may arise from
time to time that may harm our business. We are not currently aware of any such
legal proceedings or claims that we believe will have, individually or in the
aggregate, a material adverse affect on our business, financial condition or
operating results.

ITEM 1A. RISK FACTORS

As a Smaller Business
Issuer, we are not required to include this Item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS. Please see
8-K filings dated September 11, 2009 and September 15, 2009.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.None.

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

ITEM 5. OTHER INFORMATION.None.

24

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ITEM 6. EXHIBITS

The following Exhibits are
filed as part of this report pursuant to Item 601 of Regulation S-K:

|           |                                                                                                                                               
|---------- | ----------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBITNO. | DESCRIPTION                                                                                                                                   
|3.1        | Articles of Incorporation (1)                                                                                                                 
|           |                                                                                                                                               
|3.2        | Amended and Restated Articles of Incorporation (2)                                                                                            
|           |                                                                                                                                               
|3.3        | Amendment to Articles of Incorporation (3)                                                                                                    
|           |                                                                                                                                               
|10.1       | Agreement and Plan of Reorganization dated September 17, 2008,
  between Registrant and Team Nation Holdings Corporation; (5)                 
|           |                                                                                                                                               
|10.2       | Management Agreement dated October 24, 2007, between Team and First
  Southwestern Title Company of California; (5)                           
|           |                                                                                                                                               
|10.3       | Operating Agreement dated May 20, 2008, between Team and A.B.S. 16,
  LLC regarding Team Nations Investment Group, LLC; (5)                   
|           |                                                                                                                                               
|10.4       | Management Agreement dated January 2, 2008, between Team and CCTC;
  (5)                                                                      
|           |                                                                                                                                               
|14.1       | Code of Ethics (3)                                                                                                                            
|           |                                                                                                                                               
|16.1       | Letter from Malone & Bailey, PC dated September 26, 2008, to the
  Securities and Exchange Commission (6)                                     
|           |                                                                                                                                               
|16.2       | Letter from Moore & Associates dated April 21, 2009 to the
  Securities and Exchange Commission (7)                                           
|           |                                                                                                                                               
|31.1       | Certification of Chief Executive Officer pursuant to Section 302 of
  the Sarbanes-Oxley Act of 2002*                                         
|           |                                                                                                                                               
|31.2       | Certification of Chief Financial Officer pursuant to Section 302 of
  the Sarbanes-Oxley Act of 2002*                                         
|           |                                                                                                                                               
|32.1       | Certification of Chief Executive Officer pursuant to Section 906 of
  the Sarbanes-Oxley Act of 2002*                                         
|           |                                                                                                                                               
|32.2       | Certification of Chief Financial Officer pursuant to Section 906 of
  the Sarbanes-Oxley Act of 2002*                                         
|           |                                                                                                                                               
|           |                                                                                                                                               
|           |                                                                                                                                               
|(1)        | Filed as an exhibit to our Form SB-2 Registration Statement filed
  with the Commission on July 16, 2007, an incorporated herein by reference.
|           |                                                                                                                                               
|(2)        | Filed as an exhibit to our Form 10-QSB, filed with the Commission on
  August 14, 2007, and incorporated herein by reference.                 
|           |                                                                                                                                               
|(3)        | Filed as an exhibit to our Form 10-K, filed with the Commission on
  May 5, 2009, and incorporated herein by reference.                       
|           |                                                                                                                                               
|(4)        | Filed as an exhibit to our Form 8-K, filed with the Commission on
  March 14, 2008, and incorporated herein by reference.                     
|           |                                                                                                                                               
|(5)        | Incorporated by reference from the exhibits to Registrants
Form 8-K
  filed with the Commission on September 20, 2008.                       
|           |                                                                                                                                               
|(6)        | Incorporated by reference from the exhibit to Registrants Form
8-K
  filed with the Commission on September 26, 2008                         
|           |                                                                                                                                               
|(7)        | Incorporated by reference from the exhibit to Registrants Form
8-K
  filed with the Commission on April 28, 2009                             

|                 
|-----------------
|* Filed herewith.

25

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SIGNATURES

Pursuant to the requirement
of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned thereunto duly authorized.

| |     |                                               
| | --- | ----------------------------------------------
| |     | Team
  Nation Holdings Corporation            
| |     |                                               
| | By: | /s/ Dennis R. Duffy                           
| |     |                                               
| |     | Dennis R. Duffy,
  President/CEO              
| |     | November 12, 2009                             
| |     |                                               
| | By: | /s/ Daniel J. Duffy                           
| |     |                                               
| |     | Daniel J. Duffy, Principal
  Financial Officer
| |     | November 12, 2009                             

26

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