________________________________________________________________________________

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, 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 MARCH 31, 2009

|_|  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                            (I.R.S. Employer
 incorporation or organization)                            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 |_|

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 |_|                          Accelerated filer [_]

   Non-accelerated filer |_|                       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 |_| No |X|

As of May 12, 2009, there were 48,450,999 shares of the registrant's common
stock, $.0001 par value, outstanding.

<PAGE>

                        Team Nation Holdings Corporation
                                    FORM 10-Q
                  For the Quarterly Period Ended March 31, 2009

                                TABLE OF CONTENTS



PART 1 -- FINANCIAL INFORMATION

    Item 1.   Financial Statements (unaudited):

              Balance Sheets as of December  31, 2008 and March 31, 2009       2

              Statements of Operations for the three months ended
              March 31, 2009 and 2008                                          3

              Statements of Cash Flows for the three months ended
              March 31, 2009 and 2008                                          4

              Notes to Financial Statements                                    6

    Item 2.   Management's Discussion and Analysis of Financial Condition
              and Results of Operations                                       17

    Item 3.   Quantitative and Qualitative Disclosures About Market Risk      18

    Item 4.   Controls and Procedures                                         18

PART II -- OTHER INFORMATION

    Item 1.   Legal Proceedings                                               19

    Item 1A.  Risk Factors                                                    19

    Item 5.   Other Information                                               23

    Item 6.   Exhibits                                                        23

SIGNATURES                                                                    24


<PAGE>



Consolidated Financial Statements of Team Nation Holdings Corp:

   Consolidated Balance Sheets as of March 31, 2009 and
     December 31, 2008........................................................2


   Consolidated Statements of Operations for the Three Month
     Periods ended March 31, 2009 and 2008....................................3


   Consolidated Statements of Cash Flows for the Three Month
     Periods ended March 31, 2009 and 2008....................................4


Notes to the Consolidated Financial Statements................................6




<PAGE>
<TABLE>
<CAPTION>

                        Team Nation Holdings Corporation
                           Consolidated Balance Sheets
                   As of March 31, 2009 and December 31, 2008
__________________________________________________________________________________________


                                                                  March 31,    December 31,
                                                                    2009          2008
                                                                -----------    -----------
                                     ASSETS
<S>                                                             <C>            <C>
Current assets:
      Cash and cash equivalents                                 $        --    $     4,296
      Restricted cash                                               104,072        104,072
      Accounts receivable - trade, net of allowance for
        doubtful accounts of $0 and $0 as of March 31, 2009
        and December 31, 2008, respectively                              --         11,040
      Other receivables, net of uncollectible accounts of
        $187,500 at March 31, 2009                                       --             --
      Prepaid expenses                                               27,787             --
      Current assets of discontinued operations                      61,742         87,000
                                                                -----------    -----------

           Total current assets                                     193,601        206,408

Notes receivable - related party                                  2,230,968      2,215,467
Title plant                                                         710,000        710,000
Deposits                                                             27,030            500
Long term assets of discontinued operations                          14,228         14,596
                                                                -----------    -----------

Total assets                                                    $ 3,175,827    $ 3,146,971
                                                                ===========    ===========

                     LIABILITIES AND SHAREHOLDER'S DEFICIT

Current liabilities:
      Notes payable in default                                  $ 3,381,292    $ 3,381,292
      Bank overdraft                                                  5,668             --
      Accounts payable - trade                                      272,057        396,408
      Related party payable                                         574,444        332,177
      Accrued liabilities                                           203,750        126,580
      Notes payable - related party, current portion                 11,350         13,958
      Current liabilities of discontinued operations                159,917        188,825
                                                                -----------    -----------

           Total current liabilities                              4,608,478      4,439,240
Long term liabilities of discontinued operations                     17,300         17,300
                                                                -----------    -----------

Total liabilities                                                 4,625,778      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, 47,191,894 and 47,191,894 shares issued
        and outstanding)                                             47,192         47,192
      Additional paid-in capital                                  1,138,946      1,138,946
      Stock subscription receivable                                (156,080)      (163,084)
      Accumulated deficit                                        (2,480,009)    (2,332,623)
                                                                -----------    -----------

Total shareholder's deficit                                      (1,449,951)    (1,309,569)
                                                                -----------    -----------

Total liabilities and shareholder's deficit                     $ 3,175,827    $ 3,146,971
                                                                ===========    ===========
</TABLE>

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

                                        2

<PAGE>
<TABLE>
<CAPTION>

                        Team Nation Holdings Corporation
                      Consolidated Statements of Operations
            For the Three Month Periods Ended March 31, 2009 and 2008
_______________________________________________________________________________


                                                      For the         For the
                                                    Three Month     Three Month
                                                   Period Ended    Period Ended
                                                     March 31,       March 31,
                                                       2009            2008
                                                   ------------    ------------
<S>                                                <C>             <C>
Management fees                                    $     30,000    $     60,000
Management fees - related party                         562,320              --
                                                   ------------    ------------

      Total revenue                                     592,320          60,000
                                                   ------------    ------------

Operating expenses:
      Title plant fees                                  274,828              --
      Selling and general and administrative            361,112          63,229
      Bad debt expense                                   41,000              --
                                                   ------------    ------------

           Total operating expenses                     676,940          63,229
                                                   ------------    ------------

Loss from continuing operations                         (84,620)         (3,229)
Other income (expenses):
      Interest income                                    15,502             986
      Interest expense                                  (74,350)        (83,531)
                                                   ------------    ------------

Loss from continuing operations before provision
    for income taxes                                   (143,468)        (85,774)
Provision for income taxes                                   --              --
                                                   ------------    ------------

Net loss from continuing operations                    (143,468)        (85,774)
                                                   ------------    ------------

Loss from discontinued operations                        (3,918)        (20,431)
                                                   ------------    ------------

Net loss                                           $   (147,386)   $   (106,205)
                                                   ============    ============

Loss per share - basic and diluted                 $       0.00    $       0.00
                                                   ============    ============

Weighted average shares outstanding                  47,191,894      25,000,000
                                                   ============    ============
</TABLE>


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

                                        3

<PAGE>
<TABLE>
<CAPTION>

                        Team Nation Holdings Corporation
                      Consolidated Statements of Operations
            For the Three Month Periods Ended March 31, 2009 and 2008
_______________________________________________________________________________________


                                                                For the       For the
                                                              Three Month   Three Month
                                                             Period Ended  Period Ended
                                                               March 31,     March 31,
                                                                 2009          2008
                                                              ----------    ----------
<S>                                                           <C>           <C>
Cash flows from operating activities:
   Net loss                                                   $(147,386)    $(106,205)
   Loss from discontinued operations                             (3,918)      (20,431)
                                                              ---------     ---------
   Loss from continuing operations                             (143,468)      (85,774)
   Adjustments to reconcile net income to cash provided
     by (used in) operating activities:
        Decrease (increase) in assets:
             Accounts receivable                                 11,040        (4,490)
             Prepaid expenses                                   (27,787)         (465)
             Due from affiliate                                      --       104,060
             Related party notes receivable                     (15,501)           --
             Deposit                                            (26,530)           --
        Increase (decrease) in liabilities:
             Accounts payable                                  (124,351)       25,499
             Accrued liabilities                                 77,170         4,135
             Related party payable                              242,267            --
                                                              ---------     ---------
Cash used in operating activities - continuing operations       (11,078)       22,534
Cash used in operating activities - discontinued operations      (3,650)       (9,365)
                                                              ---------     ---------
Cash provided by operating activities                           (14,728)       13,169
                                                              ---------     ---------
Cash flows used in investing activities:
Cash used in investing activities - discontinued operations         368            --
                                                              ---------     ---------
Cash used in investing activities                                   368            --
                                                              ---------     ---------
Cash flows used in financing activities:
      Restricted cash                                                --          (986)
      Sale of common stock                                        7,004            --
      Repayment of related party payable                         (2,608)      (11,556)
      Bank overdraft                                              5,668            --
                                                              ---------     ---------
Cash used in financing activities - continuing operations        10,064       (12,542)
Cash used in investing activities - discontinued operations          --        (1,990)
                                                              ---------     ---------
Cash used in financing activities                                10,064       (14,532)
                                                              ---------     ---------
Net increase (decrease) in cash                                  (4,296)       (1,363)
Cash and cash equivalents at beginning of period                  4,296         4,584
                                                              ---------     ---------
Cash and cash equivalents at end of period                    $      --     $   3,221
                                                              =========     =========
</TABLE>
    The accompanying notes are an integral part of the financial statements.

                                        4

<PAGE>
<TABLE>
<CAPTION>
                        Team Nation Holdings Corporation
                      Consolidated Statements of Operations
            For the Three Month Periods Ended March 31, 2009 and 2008
_______________________________________________________________________________________

                Supplemental Disclosure of Cash Flow Information


                                                                For the       For the
                                                              Three Month   Three Month
                                                             Period Ended  Period Ended
                                                               March 31,     March 31,
                                                                 2009          2008
                                                              ----------    ----------
<S>                                                           <C>          <C>
Cash paid during the fiscal years for:

      Interest                                                $     420    $  66,384
      Income taxes                                            $      --    $      --
</TABLE>



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

                                        5


<PAGE>

                        Team Nation Holdings Corporation
                 Notes to the Consolidated Financial Statements
                 As of March 31, 2009 and December 31, 2008 and
            For the Three Month Periods Ended March 31, 2009 and 2008
________________________________________________________________________________

1.   Description of Business
     -----------------------

     The consolidated financial statements include the accounts of TEAM Nation
     Holding Corporation ("TEAM") (formerly Real Estate Services Holding, Inc.)
     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.

2.   Significant Accounting Policies
     -------------------------------

     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
     $104,072 and $104,072 at March 31, 2009 and December 31, 2008,
     respectively, which is collateral on a line-of-credit note with its bank.


                                       6
<PAGE>

     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 Financial Accounting Standards
     Board's ("FASB") Statement of Financial Accounting Standards ("SFAS") No.
     107, Disclosures about Fair Value of Financial Instruments, 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.


                                       7
<PAGE>

     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" ("SFAS 142"). SFAS 142 requires that
     goodwill and intangible assets with indefinite useful lives no longer be
     amortized, but instead be tested at least annually for impairment. SFAS 142
     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 March 31, 2008 financial statements to conform to the March 31,
     2009 presentation. These reclassifications had no effect on previously
     reported results of operations or retained earnings

     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 May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS
     No. 162, The Hierarchy of Generally Accepted Accounting Principles. SFAS
     No. 162 sets forth the level of authority to a given accounting
     pronouncement or document by category. Where there might be conflicting
     guidance between two categories, the more authoritative category will
     prevail. SFAS No. 162 will become effective 60 days after the SEC approves
     the PCAOB's amendments to AU Section 411 of the AICPA Professional
     Standards. SFAS No. 162 has no effect on the Company's financial position,
     statements of operations, or cash flows at this time.


                                       8
<PAGE>

     In December 2007, the FASB issued SFAS No. 141(R), Business Combinations
     ("SFAS 141(R)"), which replaces SFAS No. 141, Business Combinations. SFAS
     141(R) requires an acquiring company to recognize the assets acquired, the
     liabilities assumed, and any non-controlling interest in the acquired
     entity at the acquisition date, measured at their fair values as of that
     date, with limited exceptions. This Statement also requires the acquiring
     company in a business combination achieved in stages to recognize the
     identifiable assets and liabilities, as well as the noncontrolling interest
     in the acquired company, at the full amounts of their fair values. SFAS
     141(R) makes various other amendments to authoritative literature intended
     to provide additional guidance or to confirm the guidance in that
     literature to that provided in this Statement. This Statement is effective
     for the Company's financial statements beginning January 1, 2009. The
     Company does not expect the adoption of this accounting pronouncement to
     have a significant impact on our financial statements.

     In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for
     Financial Assets and Financial Liabilities ("SFAS 159"). SFAS 159 permits
     an entity to choose, at specified election dates, to measure eligible
     financial instruments and certain other items at fair value that are not
     currently required to be measured at fair value. An entity is required to
     report unrealized gains and losses on items for which the fair value option
     has been elected in its results of operations at each subsequent reporting
     date. Upfront costs and fees related to items for which the fair value
     option is elected shall be recognized in earnings as incurred and not
     deferred. SFAS 159 also establishes presentation and disclosure
     requirements designed to facilitate comparisons between entities that
     choose different measurement attributes for similar types of assets and
     liabilities. SFAS 159 is effective for financial statements issued for
     fiscal years beginning after November 15, 2007 (January 1, 2008 for the
     Company) and interim periods within those fiscal years. At the effective
     date, an entity may elect the fair value option for eligible items that
     exist at that date. The entity shall report the effect of the first
     remeasurement to fair value as a cumulative-effect adjustment to the
     opening balance of retained earnings. The Company has not elected to
     measure its financial instruments and/or other eligible assets at their
     fair market values. Consequently, the adoption of SFAS 159 has not had a
     material impact on the Company's financial position or reported results of
     operations.

     In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements
     ("SFAS 157"). SFAS 157 establishes a single definition of fair value and a
     framework for measuring fair value, sets out a fair value hierarchy to be
     used to classify the source of information used in fair value measurements
     and requires new disclosures of assets and liabilities measured at fair
     value based on their level in the hierarchy. SFAS 157 is effective for the
     Company's year beginning January 1, 2008 and has been applied
     prospectively. The adoption of SFAS 157 has not had a material impact on
     the Company's financial position or reported results of operations.

     In June 2006, the FASB issued Interpretation No. 48 (FIN 48), Accounting
     for Uncertainty in Income Taxes, an interpretation of FASB Statement No.
     109. This interpretation was adopted by the Company as of February 1, 2007,


                                       9
<PAGE>

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 $3,918 and $20,432 from the discontinued operations for the three
     month periods ended March 31, 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 as of March 31, 2009 and December 31, 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.
<TABLE>
<CAPTION>
                                                          As of March 31, 2009
                                                    ------------------------------
                                                     ESCROW    MORTGAGE     Total
                                                    --------   --------   --------
<S>                                                 <C>        <C>        <C>
     Current assets:
       Cash                                         $     --   $     --   $     --
       Sublease receivable                            61,742         --     61,742
                                                    --------   --------   --------
       Total current assets                           61,742         --     61,742
                                                    --------   --------   --------
     Long term assets
       Furniture                                          --      1,228      1,228
       Sublease receivable                                --         --         --
       Deposits                                       13,000         --     13,000
                                                    --------   --------   --------
       Total long term assets                         13,000      1,228     14,228
                                                    --------   --------   --------
     Total assets of discontinued operations        $ 74,742   $  1,228   $ 75,970
                                                    ========   ========   ========
     Current liabilities
       Accounts payable                             $ 58,715   $     --   $ 58,715
       Shutdown expenses                             100,517         --    100,517
                                                    --------   --------   --------
       Total current liabilities                     159,232         --    159,232
                                                    --------   --------   --------
     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   $159,232   $ 17,300   $176,532
                                                    ========   ========   ========

                                                         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
                                                    ========   ========   ========
</TABLE>

                                       10
<PAGE>

     The accompanying tables illustrates the reporting of the discontinued
     operations on the face of the Statements of Operations for the three month
     periods ended March 31, 2009 and 2008:
<TABLE>
<CAPTION>

                                                 For the Three Month Period
                                              --------------------------------
                                                    Ended March 31, 2009
                                              --------------------------------
                                               ESCROW     MORTGAGE      Total
                                              --------    --------    --------
<S>                                           <C>         <C>         <C>
     Revenues                                 $     --    $     --    $     --
     Costs and expenses:
       Selling, general and administrative          --         368         368
       Shutdown expense                          3,395          --       3,395
       Interest expense                            155          --         155
                                              --------    --------    --------
     Loss from discontinued operations        $ (3,550)   $   (368)   $ (3,918)
                                              ========    ========    ========

                                                 For the Three Month Period
                                              --------------------------------
                                                    Ended March 31, 2008
                                              --------------------------------
                                               ESCROW     MORTGAGE      Total
                                              --------    --------    --------
     Revenues                                 $ 37,727    $     --    $ 37,727
     Costs and expenses:
        Selling, general and administrative     57,752          --      57,752
        Shutdown expense                            --          --          --
        Interest expense                           407          --         407
                                              --------    --------    --------
     Loss from discontinued operations        $(20,432)   $     --    $(20,432)
                                              ========    ========    ========
</TABLE>

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 $30,000 in the three
     month period ended March 31, 2009. None of this amount was collected, as it
     was going to be included in a possible acquisition of FIRST. The
     acquisition did not occur and the entire receivable has been reserved as of
     March 31, 2009. This agreement was subsequently terminated as of January 1,
     2009.


                                       11
<PAGE>

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 March
     31, 2009 or December 31, 2008.


6.   Notes Payable in Default

     Notes payable in default at March 31, 2009 and and December 31, 2008
     consists of the following:
<TABLE>
<CAPTION>

                                                                         As of            As of
                                                                       March 31,        December 31,
                                                                         2009              2008
                                                                      -----------       -----------
     Note payable to bank; unsecured; interest at prime (8.25%
     and 7.25% at March 31, 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
<S>                                                                   <C>               <C>
     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 March 31, 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                                                           999,798           999,798
                                                                      -----------       -----------
           Total notes payable in default                             $ 3,381,292       $ 3,381,292
                                                                      ==========        ===========
</TABLE>

     For the three month periods ended March 31, 2009 and 2008, interest expense
     on these notes was $73,930 and $62,368, 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 March 31, 2009 and
     December 31, 2008.


                                       12
<PAGE>

     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.

     During the year ended December 31, 2008, the Company sold 1,434,327 shares
     of its common stock for $1,106,907 in cash. Subscriptions receivable were
     $156,080 at March 31, 2009 and $163,084 at December 31, 2008.

     In 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
     during 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 has been cancelled and the shares
     returned for cancellation. The shares are not treated as issued or
     outstanding at March 31, 2009.

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

     Operating Leases
     ----------------

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

           2009 (remainder of year)               $     242,081
           2010                                         212,268
           2011                                           5,839
                                                  -------------

           Total minimum lease payments           $     218,107
                                                  =============

     Rental expense was $21,075 and $4,058 for the three month periods ended
     March 31, 2009 and 2008, respectively.

     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.

                                       13
<PAGE>

     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.
     While the results of the suit and counterclaim cannot be predicted with
     certainty, management believes, based on the advice of legal counsel, 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. Going Concern

     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 March 31, 2009, the Company had negative
     working capital of $4,414,877, total liabilities of $4,625,778, and a
     stockholders' deficit of $1,449,951. Currently scheduled debt payment
     requirements for 2008 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 month periods ended March 31, 2009 and 2008:

                                                      For the         For the
                                                    Three Month     Three Month
                                                   Period Ended    Period Ended
                                                      March 31,       March 31,
                                                        2009            2008
                                                   ------------    ------------
     Numerator:
         Net loss                                  $   (147,386)   $   (106,205)
     Denominator:
         Denominator for basic and diluted net
           loss per share-weighted average
           number of common shares outstanding       47,191,894      25,000,000
                                                   ------------    ------------

     Basic and diluted net loss per share          $       0.00    $       0.00
                                                   ============    ============


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


                                        14
<PAGE>


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 $2,230,968 at March 31, 2009, which
     was 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 are 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. A portion of the balance of the notes receivable was
     relieved during the year ended December 31, 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. In the first quarter of
     2009, the balance changed as a result of accrued interest on the notes
     receivable of $15,501.

     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 Company owed its affiliate, CCTC, amounts at both March 31, 2009 and
     December 31, 2008. At December 31, 2007, TEAM owed CCTC $426,133 from the
     2007 purchase of the Orange County, California, title plant from CCTC. This
     full amount was repaid with management fee income owed to TEAM by CCTC. 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 at December 31,
     2008 was $332,177. In the first quarter of 2009, CCTC advanced $242,267 to
     the Company.

     Notes payable - related party
     -----------------------------

     TEAM has one note outstanding as of March 31, 2009 to an affiliate owned by
     a shareholder in the amount of $11,380. The note is due on demand within
     one year and does not bear interest. It was satisfied in April 2009.

                                       15
<PAGE>


     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.

     Management agreements

     Management fee revenues
     -----------------------

     TEAM entered into management agreements 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. Management fee revenue from CCTC was $562,320 and
     $400,000 for the three month periods ended March 31, 2009 and 2008 and is
     shown as related party management fees in the statement of operations. 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 expenses
     -----------------------

     TEAM entered into a management agreement 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 calls for a $15,000 monthly fee. These
     agreements were cancelled on January 1, 2009. Total expenses were $0 and
     $180,000 for the three month periods ended March 31, 2009 and 2008. TEAM
     paid for the services partially in cash and partially as a reduction in
     shareholder receivables.


                                       16

<PAGE>


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 March 31, 2009 we had negative working capital of $4,414,877and incurred net
losses of $147,386 during the three month period ended March 31, 2009 and
$1,569,570 for the year then ended. Our operations do not currently provide
sufficient cash flow to meet our obligations. We believe that our operations
during 2009 will provide positive cash flow and that we will be able to
restructure or meet our obligations as they become due. However our company is
highly leveraged and we have approximately $3.4 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 597,643 shares of its
restricted common stock for $543,476 in cash and collected $20,568 on its stock
subscriptions receivable.

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.

RESULTS OF OPERATIONS

Comparison of Three Month Period Ended march 31, 2009 to the Three Month Period
Ended March 31, 2008 Revenues

Our revenue during the three month period in 2009 totaled $592,320 compared to
$60,000 during the same period in the prior year. Our 2009 revenue included
management fees of $30,000 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.

Costs and expenses

Selling, general and administrative expense amounted to $361,112 in the three
month period in 2009 as compared to $63,229 in the prior period. The increase is
primarily from operating two management contracts for the full three month
period in 2009 as compared to limited operations in the same period in 2008.

                                       17
<PAGE>
Title plant activities commenced after March 31, 2008.

Bad debt expense amounted to $41,000 in 2009 as a result of an allowance
recorded for a portion of one of the Company's management contracts.

Interest expense decreased from $83,531in the 2008 three month period to $74,350
in the same period in 2009, primarily as a result decreased debt level.

Interest income increased as a result of our restricted cash balances for the
entire three month period in 2009 compared to a short period in the prior year.

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.

Changes in Internal Control Over Financial Reporting

We made no changes in our internal control over financial reporting during the
first 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 March 31, 2009.

                                       18
<PAGE>
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

The risk factors listed in this section and other factors noted herein or
incorporated by reference could cause our actual results to differ materially
from those contained in any forward-looking statements. The following risk
factors, in addition to the information discussed elsewhere herein, should be
carefully considered in evaluating us and our business:
The demand for our title insurance and related services is highly dependent upon
the volume of real estate transactions and other general economic conditions,
and our future revenues and profits may decline as interest rates stabilize or
rise.

     The demand for title insurance, management, and production services depends
upon, among other things, the volume of commercial and residential real estate
transactions. The volume of these transactions has historically been influenced
by factors such as mortgage interest rates and the state of the overall economy.
When mortgage interest rates are increasing or during an economic downturn or
recession, real estate activity typically declines and the title insurance and
related industries tend to experience lower revenues and profitability. For
example, stable mortgage interest rates and strength in the real estate market,
especially in California and throughout the West Coast, contributed to very
positive conditions for the title insurance industry from 2003 through 2006.
However, beginning in late 2007 through present, the seizure of the credit
markets, failure of financial institution, dramatic increase in defaults on home
mortgages and the collapse of home values resulted in a significant decline in
real estate transactions. As a result, the market shifted from a
refinance-driven market in 2003-2006 to a market driven by short sale, REO, loan
modification and investor driven purchases.

     Beginning in December of 2008 the level of refinance activity increased,
due in significant part to substantial decreases in mortgage interest rates. The
volume of refinance activity may decline if interests rates increase and the
favorable industry conditions that existed in in late 2008 may not occur again
in the foreseeable future. We cannot predict changes in the interest rate
environment in future periods and its complete impact on residential resale and
refinance activity. If mortgage interest rates rise quickly and significantly
during 2009, it would likely negatively affect opened orders and, in turn, have
a negative impact on our revenue levels and profitability.

Our success depends on our ability to attract and retain key personnel.

     Competition for personnel in our industry is historically intense. We may
have difficulty hiring the necessary sales, marketing and management personnel
to support our growth. The successful implementation of our business model and
growth strategy depends on the continued contributions of our seasoned
executives and key managers. The loss of any key employee, the failure of any
key employee to perform in his or her current position, or the inability of our
officers and key managers to expand, train and manage our employee base could
prevent us from executing our growth strategy and have a material adverse effect
on our business.

     Additionally, competition for personnel varies from region to region and
increased costs may hurt our financial performance in certain regions. For
example, competition for key personnel in California has substantially increased
our costs of attracting and retaining personnel. Additional personnel cost
increases in this or other regions could lower our profits.

The title insurance industry experiences seasonal fluctuations.

     Historically, residential real estate activity has been generally slower in
the winter, when fewer families move, buy or sell homes, with increased volumes
in the spring and summer. Residential refinancing activity generally is more
uniform throughout the year, subject to interest rate stability. Demand for our
title insurance and related services generally tracks these seasonal demand
patterns of the residential real estate market, although acquisitions of other
title insurance companies and changes in interest rates may alter these
traditional seasonal demand patterns. We typically report our lowest revenues
and earnings in the first quarter, with revenues and earnings increasing into
the second quarter and through the third quarter and declining again in the
fourth quarter.

                                       19
<PAGE>
Our business is highly competitive and increased competition could reduce our
revenues and profitability.

     The business of providing real estate transaction products and services is
highly competitive, particularly with respect to price, service and expertise.
According to Demotech, Inc., the top five title insurance companies accounted
for over 90% of net premiums collected in 2008. Over 40 independent title
insurance companies accounted for less than 10% of the market. The number and
size of competing companies varies in the different geographic areas in which we
conduct our business. Companies with significant market share in the local and
national markets in which we compete include First American, Old Republic,
Stewart Title, and Fidelity National Title. All of the top five title insurers
have larger distribution networks, greater financial resources, more extensive
computerized databases and longer standing relationships than us. The number and
size of competing companies varies in the different geographic areas in which we
conduct our business. Also, the removal of regulatory barriers might result in
new competitors entering the title insurance business, and those new competitors
may include diversified financial services companies that have greater financial
resources than we do and possess other competitive advantages. Competition with
the major title insurance companies, expansion by smaller regional companies and
new entrants could adversely affect our business operations and financial
condition.

We may not be able to implement successfully our strategy of selectively
acquiring other businesses in the title insurance industry and related
industries.

     As part of our overall growth strategy, we intend to acquire selectively
businesses in our industry and related industries that will allow us to enter
new markets, provide services that we currently do not offer or advance our
existing technology. Our ability to implement our selective acquisition strategy
will depend on our success in identifying and consummating acquisitions of
businesses on favorable terms. Although we also are actively seeking other
acquisition candidates, we can give no assurance that we will be successful in
these efforts. If we are unable to acquire appropriate businesses on favorable
economic terms, or at all, or are unable to introduce new products and services
successfully, our business could be materially adversely affected.

We may encounter difficulties managing and integrating our acquisitions.

     Part of our continued growth strategy is to pursue additional opportunities
to diversify and expand our operations by acquiring other companies. The success
of each acquisition will depend upon our ability:

     o    to integrate the acquired businesses' operations, products and
          personnel to achieve synergies and economies of scale;

     o    to retain key personnel of the acquired businesses;

     o    to maintain the customers and goodwill of the acquired businesses;

     o    manage any unexpected costs or unforeseen liabilities associated with
          the acquired businesses; and

     o    to expand our financial and management controls and reporting systems
          and procedures.

Security breaches and computer viruses could harm our business by disrupting our
delivery of services and damaging our reputation.

     We electronically receive, process, store and transmit sensitive business
information of our customers. Unauthorized access to our computer systems could
result in the theft or publication of confidential information, the deletion or
modification of records or otherwise cause interruptions in our operations.
These concerns about security are increased when we transmit information over
the Internet. Computer viruses have also been distributed and have rapidly
spread over the Internet. Computer viruses could infiltrate our systems,
disrupting our delivery of services and making our products unavailable. Any
inability to prevent security breaches or computer viruses could cause existing
customers to lose confidence in our systems and terminate their agreements with
us, and could inhibit our ability to attract new customers.

We may experience significant claims relating to our title insurance operations
and losses resulting from fraud, defalcation or misconduct.

     A significant component of our revenue arises from issuing title insurance
policies which typically provides coverage for the real property mortgage lender
and the buyer of the real property. As a result, we retain insurance risk up to
$5,000 on policies we issue through our agency operations. If we are successful
in our bid to acquire or from a title insurance underwriter, our retained
insurance risk will increase up to and including $2.0 million in some cases. We
may also be subject to a legal claim arising from the handling of escrow
transactions. We carry errors and omissions insurance coverage for errors made
during the real estate settlement process of up to $1.0 million per occurrence,
$1.0 million in the aggregate, subject to a deductible of $10,000 per
occurrence. The occurrence of a significant title or escrow claim in any given
period could have a material adverse effect on our financial condition and
results of operations during the period.

                                       20
<PAGE>
      Fraud, defalcation and misconduct by employees are also risks inherent in
our business. As of December 31, 2008, we were the custodian of approximately
$30 million of cash deposited by customers with specific instructions as to its
disbursement from escrow, trust and account servicing files. We carry insurance
covering the loss or theft of funds of up to $1.0 million annually in the
aggregate, subject to a deductible of $10,000 per occurrence. To the extent that
any loss or theft of funds substantially exceeded our insurance coverage, our
business could be materially adversely affected.


Our insurance agency is subject to substantial government regulation.

     State authorities regulate our insurance agency in the state in which it
does business. These regulations generally are intended for the protection of
policyholders rather than stockholders. The nature and extent of these
regulations vary from jurisdiction to jurisdiction, but typically involve:

     o    approval of premium rates for insurance;

     o    standards of solvency and minimum amounts of statutory capital surplus
          that must be maintained;

     o    limitations on types and amounts of investments;

     o    establishing reserves, including statutory premium reserves, for
          losses and loss adjustment expenses;

     o    regulation of dividend payments and other transactions between
          affiliates;

     o    prior approval of the acquisition and control of an insurance company
          or of any company controlling an insurance company;

     o    licensing of insurers and agents;

     o    regulation of reinsurance;

     o    restrictions on the size of risks that may be insured by a single
          company;

     o    regulation of underwriting and marketing practices;

     o    deposits of securities for the benefit of policyholders;

     o    approval of policy forms;

     o    methods of accounting; and

     o    filing of annual and other reports with respect to financial condition
          and other matters.

      These regulations may impede or impose burdensome conditions on rate
increases or other actions that we might want to take to implement our business
strategy and enhance our operating results. Additionally, as a result of having
operations within an industry that is governed by various regulatory
authorities, the sometimes fast-changing regulatory environment could impact the
way we operate and compete in the markets we serve.

If we fail to comply with privacy regulations imposed on providers of services
to financial institutions, our business could be harmed.

     As a provider of services to financial institutions, we are bound by the
same limitations on disclosure of the information we receive from our customers
as apply to the financial institutions themselves. If we fail to comply with
these regulations, we could be exposed to suits for breach of contract or to
governmental proceedings, damage our customer relationships, harm our reputation
and inhibit our ability to obtain new customers. In addition, if more
restrictive privacy laws or rules are adopted in the future on the federal or
state level, or, with respect to our international operations, by authorities in
foreign jurisdictions on the national, provincial, state or other level, then it
could have an adverse impact on us.

                                       21
<PAGE>
Our stock price might be volatile and you might not be able to resell your
shares at or above the price you have paid.

     If you purchase shares of common stock, you might not be able to resell
those shares at or above the price you have paid. The market price of our common
stock might fluctuate significantly in response to many factors, some of which
are beyond our control, including the following:

     o    actual or anticipated fluctuations in our annual and quarterly results
          of operations;

     o    changes in securities analysts' expectations;

     o    variations in our operating results, which could cause us to fail to
          meet analysts' or investors' expectations;

     o    announcements by our competitors or us of significant technical
          innovations, contracts, acquisitions, strategic partnerships, joint
          ventures or capital commitments;

     o    conditions and trends in the title insurance and real estate business;

     o    general market, economic, industry and political conditions;

     o    changes in market values of comparable companies;

     o    additions or departures of key personnel;

     o    stock market price and volume fluctuations attributable to
          inconsistent trading volume levels; and

     o    future sales of equity or debt securities, including sales which
          dilute existing investors.

     In addition, the stock market has experienced extreme volatility that often
has been unrelated to the performance of its listed companies. These market
fluctuations might cause our stock price to fall regardless of our performance.
In the past, companies that have experienced volatility in the market price of
their stock have been the objects of securities class action litigation. If we
were involved in securities class action litigation, it could result in
substantial costs and a diversion of our attention and resources and have a
material adverse effect on our business.

Certain provisions of our certificate of incorporation, granting our board of
directors broad discretion to issue shares of preferred stock, may adversely
affect your rights as a common stockholder.

     Our board of directors may, without further action by our common
stockholders, from time to time, issue shares of our authorized but unissued
preferred stock, and determine the rights, preferences and limitations of each
series of preferred stock. Upon the vote of a majority of the directors then in
office, our board of directors, without stockholder approval, may issue shares
of preferred stock with dividend, liquidation, voting, conversion and other
rights superior to the rights of our common stockholders. Satisfaction of any
dividend preferences of our outstanding redeemable preferred stock and future
issuances of preferred stock would reduce the amount of funds available for the
payment of dividends on shares of common stock. Holders of shares of preferred
stock may be entitled to receive a preference payment in the event of any
liquidation, dissolution or winding-up of our company before any payment to our
common stockholders. Under some circumstances, the issuances of shares of
preferred stock may make a merger, tender offer or proxy contest or the
assumption of control by a holder of a large block of our securities or the
removal of incumbent management more difficult. Any issuances of our preferred
stock thus may have a material adverse effect on your rights as a common
stockholder.

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ITEM 5.  OTHER INFORMATION

None

ITEM 6.  EXHIBITS

A.   Exhibits

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

EXHIBIT       DESCRIPTION
NO.

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 June 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 June 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 June 20, 2008.
(6)  Incorporated by reference from the exhibit to Registrant's Form 8-K filed
     with the Commission on June 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.

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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
                                 May 20, 2009

                          By:    /s/ Daniel J. Duffy
                                 -------------------
                                 Daniel J. Duffy, Principal Financial Officer
                                 May 20, 2009





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