UNITED
STATES
 SECURITIES AND EXCHANGE
COMMISSION
 Washington,
D.C. 20549
   
  FORM
10-Q
 
  Quarterly
report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
  For the
quarterly period ended:June 30,
2008
  Commission File Number:333-144597   TEAM
NATION HOLDINGS CORPORATION
 
 (Exact
name of Registrant  as Specified in Its charter)
   Nevada
              98-0441861(State
      of Incorporation)
              (IRS
      Employer Identification No.)
 
  8707 Research Drive, Irvine,
California 92618
 (Address
of Principal Executive Offices)
  (949)
727-3900
 (Issuer
Telephone Number)
 Indicate
by check mark whether the registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes 
x  
No  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                     
      oNon-Accelerated
      Filer   o
                (do not check if smaller reporting company)
              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
  The
number of shares outstanding of registrant's common stock, par value $0.001 per
share, as of June 30, 2008 was 46,608,152.




Table of Contents




TEAM NATIONHOLDINGS CORPORATION





INDEX


PagePART
      I FINANCIAL
      INFORMATION (Unaudited)Item
      1:
                Condensed Consolidated Balance Sheet as of June 30, 2008 and
      December 31, 2007
                3Condensed Consolidated Statements of Operations for the three
      months ended June 30, 2008 and 2007
                4Condensed Consolidated Statements of Operations for the six
      months ended June 30, 2008 and the period from inception of operations
      (February 1, 2007) through June 30, 2007
                5Condensed Consolidated Statements of Cash Flows for the six
      months ended June 30, 2008 and the period from inception of operations
      (February 1, 2007) through June 30, 2007
                6Notes to Condensed Consolidated Financial
      Statements
                8Item
      2:
                Management’s Discussion and Analysis of Financial Condition and
      Results of Operations
                17Item
      3:
                Quantitative and Qualitative Disclosures about Market
      Risk
                19Item
      4T:
                Controls and Procedures
                19PART
      II OTHER
      INFORMATIONItem 6:
                Exhibits
                20


Table of Contents






TEAMNATION HOLDINGS COROPRATIONAND
      SUBSIDIARIESConsolidated
      Balance SheetJune
      30, 2008 (unaudited) and December 31, 20072008
              
              
              2007ASSETSCurrent
      assets:Cash
      and cash equivalents
              
              $
              113,326
              
              
              $
              34,092Restricted
      cash
              
              
              101,982
              
              
              
              100,000Accounts
      receivable - related parties, net
              
              
              220,000
              
              
              
              55,510Lease
      settlement receivable
              
              
              84,194
              
              
              
              84,194Due
      from related parties
              
              
              112
              
              
              
              104,060Prepaid
      expenses
              
              
              -
              
              
              
              3,459Total
      current assets
              
              
              519,614
              
              
              
              381,315Furniture
      and equipment, net
              
              
              3,941
              
              
              
              10,659Lease
      settlement receivable
              
              
              50,516
              
              
              
              84,193Notes
      receivable - related parties
              
              
              3,580,494
              
              
              
              3,580,494Title
      plant
              
              
              626,133
              
              
              
              626,133Other
      assets
              
              
              13,000
              
              
              
              13,000Total
      assets
              
              $
              4,793,698
              
              
              $
              4,695,794LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)Current
      liabilities:Accounts
      payable
              
              $
              65,570
              
              
              $
              40,156Accrued
      expenses
              
              
              15,559
              
              
              
              6,000Accrued
      shutdown expenses
              
              
              139,080
              
              
              
              136,344Due
      to related party
              
              
              34,649
              
              
              
              -Note
      payable related party, current portion
              
              
              50,809
              
              
              
              -Notes
      payable and current portion of long-term debt
              
              
              1,550,014
              
              
              
              1,506,328Total
      current liabilities
              
              
              1,855,681
              
              
              
              1,688,828Long-term
      debt, less current portion
              
              
              2,798,548
              
              
              
              3,095,954Note
      payable related party, net
              
              
              388,269
              
              
              
              426,133Notes
      payable - shareholders
              
              
              17,300
              
              
              
              17,300Deposit
              
              
              8,419
              
              
              
              -Accrued
      shutdown expense
              
              
              46,968
              
              
              
              117,420Total
      liabilities
              
              
              5,115,185
              
              
              
              5,345,635Commitments
      and contingenciesStockholders'
      equity (deficit):Preferred
      stock: $0.001 par value; 20,000,000 sharesauthorized;
      no shares issued and outstanding
              
              
              -
              
              
              
              -Common
      stock: $0.001 par value; 300,000,000 shares auth-orized;
      46,608,152 and 25,000,000 issued and outstand-ing
      at June 30, 2008 and December 31, 2007, respectively
              
              
              46,608
              
              
              
              25,000Additional
      paid in capital
              
              
              754,406
              
              
              
              88,212Stock
      subscription receivable
              
              
              (187,557
              )
              
              
              -Accumulated
      deficit
              
              
              (934,944
              )
              
              
              (763,053
              )Total
      stockholders' equity (deficit)
              
              
              (321,487
              )
              
              
              (649,841
              )Total
      liabilities and stockholders' equity (deficit)
              
              $
              4,793,698
              
              
              $
              4,695,794


See
accompanying notes to consolidated financial statements.




3
 Table of Contents




TEAMNATION HOLDINGS CORPORATIONAND
      SUBSIDIARIESConsolidated
      Statement of OperationsThree
      months ended June 30, 2008 and 20072008
              
              
              2007Revenues
              
              $
              255,445
              
              
              $
              12,000Costs
      and expensesSelling,
      general and administrative expense
              
              
              235,408
              
              
              
              176,690Interest
      expense
              
              
              57,397
              
              
              
              57,282292,805
              
              
              
              233,972Loss
      from operations
              
              
              (37,360
              )
              
              
              (221,972
              )Interest
      income
              
              
              1,047
              
              
              
              3,123Loss
      from continuing operations before income taxes
              
              
              (36,313
              )
              
              
              (218,849
              )Provision
      for income taxes
              
              
              -
              
              
              
              -Loss
      from continuing operations
              
              
              (36,313
              )
              
              
              (218,849
              )Discontinued
      operations:Loss
      from discontinued operations
              
              
              (28,538
              )
              
              
              (99,559
              )Provision
      for income taxes
              
              
              -
              
              
              
              -Loss
      from discontinued operations
              
              
              (28,538
              )
              
              
              (99,559
              )Net
      loss
              
              $
              (64,851
              )
              
              $
              (318,408
              )Net
      loss per common share, basic and dilutedContinuing
      operations
              
              $
              (0.00
              )
              
              $
              (0.01
              )Discontinued
      operations
              
              
              (0.00
              )
              
              
              (0.00
              )$
              (0.00
              )
              
              $
              (0.01
              )Weighted
      average common shares outstanding
              
              
              28,064,901
              
              
              
              25,000,000See
      accompanying notes to consolidated financial statements.






4
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TEAMNATION HOLDINGS CORPORATIONAND
      SUBSIDIARIESConsolidated
      Statement of OperationsSix
      months ended June 30, 2008 and from inception of
operations(February
      1, 2007) through June 30, 20072008
              
              
              2007Revenues
              
              $
              315,445
              
              
              $
              12,000Costs
      and expensesSelling,
      general and administrative expense
              
              
              284,424
              
              
              
              204,560Interest
      expense
              
              
              150,883
              
              
              
              57,282435,307
              
              
              
              261,842Loss
      from operations
              
              
              (119,862
              )
              
              
              (249,842
              )Interest
      income
              
              
              2,034
              
              
              
              5,094Loss
      from continuing operations before income taxes
              
              
              (117,828
              )
              
              
              (244,748
              )Provision
      for income taxes
              
              
              -
              
              
              
              -Loss
      from continuing operations
              
              
              (117,828
              )
              
              
              (244,748
              )Discontinued
      operations:Loss
      from discontinued operations
              
              
              (54,061
              )
              
              
              (121,356
              )Provision
      for income taxes
              
              
              -
              
              
              
              -Loss
      from discontinued operations
              
              
              (54,061
              )
              
              
              (121,356
              )Net
      loss
              
              $
              (171,889
              )
              
              $
              (366,104
              )Net
      loss per common share, basic and dilutedContinuing
      operations
              
              $
              (0.00
              )
              
              $
              (0.01
              )Discontinued
      operations
              
              
              (0.00
              )
              
              
              (0.00
              )$
              (0.01
              )
              
              $
              (0.01
              )Weighted
      average common shares outstanding
              
              
              26,532,450
              
              
              
              25,000,000See
      accompanying notes to consolidated financial statements.






5
 Table of Contents




TEAMNATION HOLDINGS CORPORATIONAND
      SUBSIDIARIESConsolidated
      Statement of Cash FlowsSix
      months ended June 30, 2008 and from inception of
operations(February
      1, 2007) through June 30, 20072008
              
              
              2007Operating
      activitiesNet
      loss
              
              $
              (171,889
              )
              
              $
              (366,105
              )Loss
      from discontinued operations
              
              
              54,061
              
              
              
              121,356(117,828
              )
              
              
              (244,749
              )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
              
              
              6,718
              
              
              
              3,929Amortization
      of loan discount
              
              
              12,945
              
              
              
              -Increase/decrease
      in other assets and liabilities:Accounts
      receivable
              
              
              (130,813
              )
              
              
              -Prepaid
      expenses and other assets
              
              
              3,459
              
              
              
              (13,000
              )Accounts
      payable
              
              
              25,412
              
              
              
              11,185Accrued
      shutdown expense
              
              
              (67,716
              )
              
              
              -Accrued
      expenses
              
              
              17,978
              
              
              
              -Loans
      from related parties
              
              
              138,597
              
              
              
              -Net
      cash used by operating activities - continuing operations
              
              
              (111,248
              )
              
              
              (242,635
              )Net
      cash used in operating activities - discontinued
operations
              
              
              (54,061
              )
              
              
              (133,141
              )Net
      cash used by operating activities
              
              
              (165,309
              )
              
              
              (375,776
              )Investing
      activitiesAcquisition
      of property and equipment
              
              
              -
              
              
              
              (4,420
              )Net
      cash used in investing activities - continuing operations
              
              
              -
              
              
              
              (4,420
              )Net
      cash used in investing activities - discontinued
operations
              
              
              -
              
              
              
              -Net
      cash used in investing activities
              
              
              -
              
              
              
              (4,420
              )Financing
      activitiesLoan
      proceeds
              
              
              -
              
              
              
              3,907,433Repayment
      of notes payable and long-term debt
              
              
              (253,720
              )
              
              
              -Capital
      contributed by shareholder
              
              
              2,000
              
              
              
              -Loans
      to related parties
              
              
              -
              
              
              
              (3,580,494
              )Restricted
      cash
              
              
              (1,982
              )
              
              
              -Sale
      of common stock
              
              
              498,245
              
              
              
              100,116Net
      cash provided by financing activities - continuing
    operations
              
              
              244,543
              
              
              
              427,055Net
      cash provided by financing activities - discontinued
      operations
              
              
              -
              
              
              
              -Net
      cash provided by financing activities
              
              
              244,543
              
              
              
              427,055Net
      increase in cash and cash equivalents
              
              
              79,234
              
              
              
              46,859Cash and cash
      equivalents, beginning of period
              
              
              34,092
              
              
              
              -Cash and cash
      equivalents, end of period
              
              $
              113,326
              
              
              $
              46,859(Continued)See
      accompanying notes to consolidated financial statements.






6
 Table of Contents




TEAM
      NATION HOLDINGS CORPORATIONAND
      SUBSIDIARIESConsolidated
      Statement of Cash Flows, ContinuedSix
      months ended June 30, 2008 and from inception of
operations(February
      1, 2007) through June 30, 20072008
              
              
              2007Supplemental
      cash flow informationCash
      paid for interest and income taxes:Interest
              
              $
              87,062
              
              
              $
              87,062Income
      taxes
              
              
              -
              
              
              
              -Non-cash
      investing and financing activities:Common
      stock issued for stock subscription receivables
              
              
              187,557
              
              
              
              -Furniture
      and office equipment acquired for note payable
              
              
              -
              
              
              
              20,851See
      accompanying notes to consolidated financial statements.






7
 Table of Contents






TEAMNATION HOLDINGS CORPORATION AND SUBSIDIARIES


Notes
to Consolidated Financial Statements







NOTE
      1:
            ORGANIZATION
      AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES




Organization




The
consolidated financial statements include the accounts of Team Nation Holdings
Corporation (“TEAM”) (formerly Suncross Exploration Corporation (“SUNCROSS”))
and its wholly owned subsidiary, Team Nation Holding Corporation (“HOLDING”) and
its two wholly owned subsidiaries, Escrow Nation, Inc. (“ESCROW”) and Mortgage
Nation, Inc. (“MORTGAGE”) (collectively the “Company”).  All
significant intercompany balances and transactions have been
eliminated.





The
Company was incorporated in Nevada on November 16, 2004 as Suncross Exploration
Corporation and changed its name to Team Nation Holdings Corporation on June 25,
2008.  HOLDING was incorporated in California on November 22, 2006 as
Real Estate Services Holding, Inc. and changed its name to HOLDING on June 21,
2007.  ESCROW is a California corporation organized on November 1,
2006 and MORTGAGE is a California corporation organized on November 17,
2006.





HOLDING,
ESCROW and MORTGAGE commenced operations on February 1, 2007.





Effective
June 17, 2008, SUNCROSS and the shareholders of HOLDING made and entered into a
stock for stock exchange agreement.  The shareholders of HOLDING
exchanged all of their outstanding common shares, for 25,000,000 shares of
SUNCROSS.  Completion of the exchange agreement resulted in the
HOLDING shareholders having control of SUNCROSS.  Accordingly, the
transaction is recorded for accounting purposes as the acquisition of HOLDING by
SUNCROSS with HOLDING as the acquirer (reverse acquisition).  SUNCROSS
holds a mining claim in British Columbia, Canada on which no further work is
planned.  The claim reverts back to the government on January 17,
2009.




Business




TEAM is a
management and services company specializing in distressed asset acquisition,
fund management, management solutions for title companies, and title production
services.  The Company will utilize its business relationships,
experience, and analytics to analyze, evaluate, and acquire distressed security
instruments, bonds (including RMBS, CMBS, CDO and CMO), REO and non-performing
notes at significant discounts from illiquid institutions and
banks.  The Company also focuses on counter-cyclical growth to
acquire, manage and consult for title, escrow, mortgage, real estate and REO
companies.





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.




8
 Table of Contents





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 $101,982 at June
30, 2008, which is collateral on a line-of-credit note with its
bank.





Property
and equipment


Property
and equipment, principally office furniture and equipment are recorded at cost
and are depreciated using the straight-line method over the estimated useful
lives of the respective assets, primarily 5-7 years.  Maintenance and
repairs are charged to selling, general and administrative expense when incurred
and improvements are capitalized.





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 expired 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.
Valuation allowances are established when necessary to reduce deferred tax
assets to the amounts expected to be realized.




Earnings
(loss) per common share


Earnings
(loss) per common share are calculated under the provisions of SFAS No.
128,“Earnings per
Share” (“SFAS No. 128”), which established new standards for computing and
presenting earnings per share. SFAS No. 128 requires the Company to report both
basic earnings per share, which is based on the weighted-average number of
common shares outstanding, and diluted earnings per share, which is based on the
weighted-average number of common shares outstanding plus all potential dilutive
shares outstanding.  At June 30, 2008, there are no potentially
dilutive common stock equivalents.  Accordingly, basic and diluted
earnings (loss) per share are the same for the period presented.





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.




9
 Table of Contents




Fair
value of financial instruments


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.




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 records goodwill and intangible assets arising from business
combinations in accordance with SFAS No. 141 “Business Combinations” (“SFAS
141”) which requires that the purchase method of accounting be used for all
business combinations initiated after June 30, 2001.  SFAS 141 also
specifies the criteria applicable to intangible assets acquired in a purchase
method business combination to be recognized and reported apart from
goodwill.





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.




Recent
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
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements, an amendment of ARB No. 51” (“SFAS 160”).
SFAS 160 establishes accounting and reporting standards for the noncontrolling
interests in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160
is effective on January 1, 2009 for the Company. The Company is currently
evaluating the impact of adopting SFAS 160.





10
 Table of Contents





NOTE
      2:
            DISCONTINUED
      OPERATIONS








Revenues
and expenses for the discontinued operations of ESCROW and MORTGAGE are as
follows for the three months ended June 30, 2008:





2008
              
              
              2007Revenues
              
              $
              11,941
              
              
              $
              14,623Costs
      and expenses:Selling,
      general and administrative expense
              
              
              20,056
              
              
              
              114,102Shut-down
      expense
              
              
              20,058Interest
      expense
              
              
              365
              
              
              
              8040,479
              
              
              
              114,182Loss
      from discontinued operations
              
              $
              (28,538
              )
              
              $
              (99,559
              )


Revenues
and expenses for the discontinued operations of ESCROW and MORTGAGE are as
follows for the six months ended June 30, 2008:




2008
              
              
              2007Revenues
              
              $
              37,728
              
              
              $
              14,623Costs
      and expenses:Selling,
      general and administrative expense
              
              
              71,039
              
              
              
              135,899Shut-down
      expense
              
              
              20,058Interest
      expense
              
              
              692
              
              
              
              8091,789
              
              
              
              135,979Loss
      from discontinued operations
              
              $
              (54,061
              )
              
              $
              (121,356
              )


The
assets and liabilities of the operations of ESCROW and MORTGAGE were absorbed
into TEAM.




11
 Table of Contents








NOTE
      3:
            FURNITURE
      AND EQUIPMENT




Net
furniture and equipment consists of the following at June 30, 2008 and December
31, 2007:




2008
              
              
              2007Furniture
      and equipment
              
              $
              25,271
              
              
              $
              25,271Less
      accumulated depreciation
              
              
              21,330
              
              
              
              14,612Net
      furniture and equipment
              
              $
              3,941
              
              
              $
              10,659





NOTE
      4:
            TITLE
      PLANT AND NOTE PAYABLE TO RELATED
PARTY





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 shareholders 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 is payable in 48 payments of $10,625 commencing January 1,
2009.  Current maturities are $127,500 for 2009, 2010, 2011 and
2012.  The note was discounted at 6% and the resulting discount of
$83,867 reduced the recorded value of the plant to $626,133 and the note payable
amount to $426,133.  At June 30, 2008, the balance had been increased
by $12,945 from amortization of the discount.  The current portion of
the note is $50,809 and the non-current portion is $388,269 at June 30,
2008.






12
 Table of Contents





NOTE
      5:
            NOTES
      PAYABLE AND LONG-TERM DEBT





At June
30, 2008 and December 31, 2007, notes payable and long-term debt consists of the
following:








June
      30,
              
              
              December
      31,2008
              
              
              2007Note
      payable to a bank; unsecured; interest at prime (5.0% atJune
      30, 2008); payable interest only through July 16, 2008,
    then55
      monthly payments of $47,553 with a final payment due onMarch
      16, 2013; personally guaranteed by the shareholders
              
              $
              2,460,316
              
              
              $
              2,500,000Note
      payable to a bank; colateralized by the Company's
    certificateof
      deposit in the amount of $100,000 and certificates of deposit
      inthe
      total amount of $400,000 owned by the Company's
    shareholders;interest
      at prime plus 2% (7.0% at June 30, 2008); interestpayable
      monthly; due in full on August 24, 2008
              
              
              999,798
              
              
              
              999,798Note
      payable to a bank; interest at prime plus 1.75% (9% at
      December31,
      2007); paid in full March 31, 2008
              
              
              -
              
              
              
              147,352Note
      payable to an individual; interest at 4.62%; payable in
      monthlyinstallments
      of $5,869 for 84 months with the remaining balance dueJune
      1, 2014; the Company assumed this note from its
    shareholders
              
              
              368,390
              
              
              
              394,739Notes
      payable to three trusts; interest at 4.62%; payable in
      aggregatemonthly
      installments of $8,089 for 84 months with the remaining
      balancedue
      June 1, 2014; the Company assumed these notes from itsshareholders
              
              
              507,715
              
              
              
              544,028Furniture
      and equipment note; payable in monthly installments of
    $772,including
      interest at 8.3%; through November 2009
              
              
              12,343
              
              
              
              16,3654,348,562
              
              
              
              4,602,282Current
      portion of notes payable and long-term debt
              
              
              1,550,014
              
              
              
              1,506,328Long-term
      debt less current portion
              
              $
              2,798,548
              
              
              $
              3,095,954




Current
maturities of notes payable and long-term debt are:  2008 (six months)
- $1,252,608; 2009 - $601,566; 2010 - $624,806; 2011 - $657,865; 2012 -
$692,568; and remainder - $519,149.





13
 Table of Contents





NOTE
6:                 STOCKHOLDER’S
EQUITY





PREFERRED
STOCK





The
Company has 20,000,000 shares of its $0.001 par value preferred stock authorized
and has no shares issued and outstanding at June 30, 2008 and December 31,
2007.








COMMON
STOCK





The
Company has 300,000,000 shares of its $0.001 par value common stock authorized
and 46,608,152 and 25,000,000 issued and outstanding at June 30, 2008 and
December 31, 2007, respectively.  The number of authorized common
shares was increased from 100,000,000 to 300,000,000 on May 14,
2008.





With the
acquisition of HOLDINGS by TEAM on June 17, 2008, the combined Companies had
45,771,750 shares of common stock outstanding.





During
the three months ended June 30, 2008, the Company sold 836,402 shares of its
restricted common stock for total consideration of $685,802, which includes
$498,245 in cash and $187,557 in stock subscription receivables.  A
shareholder paid a company bill in the amount of $2,000 during the quarter and
the amount was contributed to capital.








NOTE
7:                 RELATED
PARTY TRANSACTIONS





Accounts receivable –
related parties - $220,000 and $55,510


At June
30, 2008, the Company had receivables pursuant to one of its management
contracts in the amount of $220,000.  The amount due includes $90,000
in revenue and $130,000 in advances.  At December 31, 2007, the
Company had receivables for its management services from customers of CCTC which
is wholly owned by four affiliates of the four shareholders of the
Company.  This amount was paid during the three months ended March 31,
2008.





Due from related parties -
$112 and $104,060


The
Company has advanced $112 to a shareholder at June 30, 2008 and $465 at December
31, 2007 and had advanced CCTC $103,595 at December 31, 2007 for working
capital.





Notes receivable – related
parties - $3,580,494


The
Company has notes receivable from four affiliates of its four stockholders in
the total amount of $3,600,000 which was used by the stockholders to fund the
purchase of CCTC.  The loans include a total of $2,600,000 which was
paid in cash ($1,000,000 to the former shareholders of CCTC and the balance used
for CCTC working capital) and the assumption of $1,000,000 in notes payable by
four affiliates of the Company’s shareholders to the former shareholders of
CCTC.  TEAM had received payments of $19,041 on the notes as of
December 31, 2007.  The notes receivable from the four shareholders
consist of: 1) four notes in the 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; and 2) four
notes in the amount of $250,000 each which are non-interest bearing until May
31, 2010; and interest only is payable at the rate of 4.62% per annum until the
notes receivable are due in full on June 1, 2015




14
 Table of Contents





Notes payable – stockholders
- $17,300


MORTGAGE
had received loans from shareholders in the amount of $17,300 for working
capital at June 30, 2008 and December 31, 2007.





Purchase of Orange County,
California title plant


As
discussed in Note 4, the Company acquired the title plant for Orange County from
CCTC which is owned by the four shareholders of the Company and have a note
payable in the amount of $510,000 (discounted to $426,133) associated with the
purchase.





Due to related party -
$34,649


During
the six months ended June 30, 2008, the Company received advances from CCTC in
the net amount of $138,244 which repaid the $103,595 which the Company had
advanced to CCTC at December 31, 2007 and left the Company owing CCTC $34,649 at
June 30, 2008.





Management
agreements


TEAM
entered into management agreements with CCTC and First Southwest Title Company,
which are title companies with operations in Southern California, 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.  TEAM first recognized revenue in the first quarter from
First Southwest and expects to commence receiving revenue in the second quarter
from CCTC.  The Company has recorded $90,000 on its management
agreement with First Southwest Title and $130,000 on its management agreement
with CCTC during the six months ended June 30, 2008.








NOTE
8:                 COMMITMENTS
AND CONTINGENCIES





Exit and termination of
lease


On April
26, 2007, ESCROW entered into a 30 month lease agreement commencing May 1, 2007
for its office, with a base monthly rent of $10,831, subject to fixed annual
increases.  At June 30, 2008, the future minimum fixed payments under
this lease are as follows:




2008
      (six months)
              
              $
              68,3242009
              
              
              117,420Total
              
              $
              185,744


During
2007, the Company consolidated facilities and exited certain leases to reduce
expenses as a result of a change in the business environment.  As a
result, ESCROW closed its office and began leasing space from an affiliated
company on a monthly basis.  On February 6, 2008, ESCROW subleased
this office to a third party for the remainder of the lease.  As of
December 31, 2007, ESCROW recognized the lease commitment for the closed office
as an accrued expense in the amount of $253,764; recognized a sublease rent
receivable in the amount of $168,387; and charged the difference of $85,376 to
loss from discontinued operations.  During the six months ended June
30, 2008, $68,020 was paid on the lease commitment.





TEAM has
a sub-lease for two office locations from CCTC.  The Irvine lease is
from May 1, 2008 through May 31, 2010 at a monthly rental of
$15,000.  The Pasadena lease is from May 1, 2008 through September 30,
2009 at a monthly rental of $5,500.




15
 Table of Contents








NOTE
9:                 GOING
CONCERN





The
accompanying consolidated financial statements have been prepared assuming the
Company will continue as a going concern.  The Company commenced
limited operations in February 2007 and began full operations in May
2007.  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 June
30, 2008, the Company had negative working capital of $1,336,067 which includes
$1,600,823 in notes payable and the current portion of long-term debt, and had a
deficit in stockholders’ equity of $321,487.  Currently scheduled
notes payable and long-term debt payment requirements for 2008 exceed the amount
that can be expected to be generated from operations.  The Company
expects to refinance some debt and, with the acquisition by SUNCROSS discussed
above, expects to raise some capital with private placements of common
stock.  During the three months ended June 30, 2008, the Company sold
836,402 shares of its restricted common stock for total consideration of
$685,802, which includes $498,245 in cash and $187,557 in stock subscription
receivables.





As noted
above, the Company has entered into management contracts with a title company
owned by four affiliates of the Company’s shareholders, from which the Company
expects to have positive cash flow.  The Company currently has one
other management contract and expects to have additional service contracts in
the future.  In addition, as noted below, the Company has formed an
LLC from which the Company expects to profit.





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.








NOTE
10:               TEAM
NATION INVESTMENT GROUP, LLC





On May
20, 2008, TEAM entered into an operating agreement relating to TEAM Nation
Investment Group, LLC (“INVESTMENT”) in which it is a 50%
owner.  INVESTMENT’s core business is the generation of private
placement funds for investment into distressed assets, particularly performing
mortgage backed securities rated BBB (institutional grade) or
better.  INVESTMENT is responsible for analyzing over 100 bonds
submitted to it daily from troubled institutions and banks.  From
these bonds INVESTMENT selects those bonds which meet its investment
criteria.  INVESTMENT expects to have available new capital of
approximately $10,000,000 per month to use for investment.  TEAM will
be involved in marketing INVESTMENT and its partner will be involved in managing
its day-to-day operations.  INVESTMENT had no operations as of June
30, 2008.






16
 Table of Contents






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.





FINANCIAL
CONDITION AND GOING CONCERN





The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern.  TEAM commenced limited operations in
February 2007 and began full business operations in May 2007.  As
discussed in the Notes to the Condensed Consolidated Financial Statements,
SUNCROSS acquired HOLDING on June 17, 2008, and the financial statements prior
to that date are those of HOLDING.  The Company at June 30, 2008 has
negative working capital of $1,336,067, whereas, HOLDING separately had negative
working capital of $1,307,513 at December 31, 2007.  Management
believes that operating in a public company will allow them more flexibility in
raising the capital necessary to develop the Company’s business
plan.





The
Company has not established sources of revenue to fund the development of
business, projected operating expenses and commitments for the next twelve
months.  Management believes its business as a management and service
company specializing in distressed asset acquisition, fund management,
management solutions for title companies and title production services will be
sufficient to fund projected operating expenses and commitments by the end of
2008 and that private placements of common stock and loans will be sufficient to
meet operating requirements until the business can provide positive cash
flow.  However there can be no assurance that revenues from operations
and/or common stock sales will be sufficient to fund the Company’s current
business plan.





During
the three months ended June 30, 2008, the Company sold 836,402 shares of its
restricted common stock for total consideration of $685,802, which includes
$498,245 in cash and $187,557 in stock subscription receivables.





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





The
statements of operations include the results of HOLDING since its inception
(February 1, 2007) and include the results from TEAM (formerly SUNCROSS) since
the acquisition of HOLDING on June 17, 2008.




TEAM is a
management and services company specializing in distressed asset acquisition,
fund management, management solutions for title companies and title production
services. The company leverages its significant business relationships,
experience and high level analytics to analyze, evaluate, and acquire distressed
security instruments, bonds (including RMBS, CMBS, CDO and CMO), REO and
non-performing notes at significant discounts from illiquid institutions and
banks.  The company also focuses on counter-cyclical growth to acquire,
manage and consult for title, escrow, mortgage, real estate and REO
companies.




17
 Table of Contents




Investment Fund Management:TEAM’s core business is the generation of private placement funds for
investment into distressed assets, particularly performing mortgage-backed
securities rated BBB (institutional investment grade) or better.  TEAM and
its partner ABS Investment Group (“ABSIG”) are responsible for analyzing over
100 bonds submitted to it daily from troubled institutions and banks. 
After applying 5 layers of analysis we select only the best bonds that we
anticipate will generate the greatest rate of return for TEAM and its
investors.  With a capital raise of 10 million monthly and a goal to move
to 50 million monthly, TEAM expects to manage over 1 billion in private
investments by December of 2009.




Management and Production
Services:TEAM currently holds contracts to manage all operations
of two emerging 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
of the operations.  Under the management of TEAM both companies have grown
significantly, increasing their gross revenue tenfold and collapsing expenses
through shared resources to significantly impact the bottom
line.





Escrow Operations:TEAM
wholly owns ESCROW, a California corporation licensed to transact escrow
business by the California Department of Corporations.  ESCROW is currently
inactive, but available as a tool as the market presents revenue opportunities.
ESCROW can add value to the overall performance of TEAM by capturing escrow
revenue for services to its affiliate entities and to its investors. As the
family of companies owned and managed by TEAM grows, ESCROW will grow in concert
and will allow TEAM to capture additional revenue from its core
operations.





Mortgage Operations:MORTGAGE is wholly owned by TEAM and is licensed to provide mortgage
broker services to its affiliates, employees and investors.  MORTGAGE is
currently inactive, but available as a tool as the mortgage industry recovers
and presents revenue opportunities.





Acquisition strategy:TEAM is committed to finding, analyzing and acquiring failing real estate
companies, particularly title, escrow and mortgage companies to acquire their
revenue streams and inventories and to adjust their infrastructure to mitigate
expenses.  Already poised to support growing operations, we can pick up the
business at hand without needing to increase staff or duplicate costly
services.  TEAM has identified several such opportunities and is completing
the purchase agreement of a title company in which a letter of intent to
purchase has already been executed. One other letter on intent has been
delivered and is in negotiations.





Comparison
of Three Months Ended June 30, 2008 and 2007





Revenues





During
the three months end June 30, 2008, the Company had revenues from continuing
operations of $255,445, as compared to $12,000 during the prior year
period.  Current operations are principally from the contracts
discussed in Note 7.





Costs
and expenses





Selling,
general and administrative expense amounted to $235,408 in 2008 as compared to
$176,690 in the year earlier period.  The increase is primarily from
operating for the full three months in 2008 as compared to only two months of
full operations in 2007.




18
 Table of Contents




Comparison
of Six Months Ended June 30, 2008 and 2007





Revenues





During
the six months end June 30, 2008, the Company had revenues from continuing
operations of $315,445, as compared to $12,000 during the prior year
period.  Current operations are principally from the contracts
discussed in Note 7.





Costs
and expenses





Selling,
general and administrative expense amounted to $284,424 in 2008 as compared to
$204,560 in the year earlier period.  The Company had reduced costs in
the first quarter of 2008 pending completion of the transaction between TEAM and
HOLDING.  The $235,408 in selling, general and administrative expense
incurred in the second quarter of 2008, is more representative of the expense
expected for subsequent periods.





Interest
expense increased from $57,282 in 2007 to $150,883 in 2008, primarily as a
result of the increased debt level plus the debt being outstanding for six
months in 2008 as compared to approximately two months in 2007.




Item 3: QuantitativeAnd
Qualitative Disclosures About Market Risk


Not
applicable.




Item 4T:Controls And
Procedures





(a) Evaluation of Disclosure
Controls and Procedures





The
Company’s Chief Executive Officer and Chief Financial Officer have reviewed and
evaluated the effectiveness of the Company’s disclosure controls and procedures
(as defined in Rules 240.13a-15(e) and 15d-15(e) promulgated under the
Securities Exchange Act of 1934) as of June 30, 2008.  Based on that
review and evaluation, which included inquiries made to certain other employees
of the Company, the CEO and CFO concluded that the Company’s current disclosure
controls and procedures, as designed and implemented, are effective in ensuring
that information relating to the Company required to be disclosed in the reports
the Company files or submits under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commission’s rules and forms, including insuring
that such information is accumulated and communicated to the Company’s
management, including the CEO and CFO, as appropriate to allow timely decisions
regarding required disclosure.





(b)  Changes in
Internal Controls





There
have been no significant changes in internal controls or in other factors that
could significantly affect these controls subsequent to the date of the
evaluation described above, including any corrective actions with regard to
significant deficiencies and material weaknesses.






19
 Table of Contents




PART
II—OTHER INFORMATION




Item
      1:
            Legal
      proceedings


Not
applicable.




Item
      1A:
            Risk
      factors




Not
applicable.




Item
      2:
            Unregistered
      sales of equity securities and use of
proceeds





During
the three months ended June 30, 2008, we issued 25,000,000 shares of common
stock to acquire Team Nation Holding Corporation (“HOLDING”).  In
addition, we sold 836,402 shares of our restricted common stock for total
consideration of $685,802, which includes $498,245 in cash and $187,557 in stock
subscription receivables.





All of
the shares issued were sold pursuant to an exemption from registration under
Section 4(2) promulgated under the Securities Act of 1933, as
amended.





Item
      3:
            Defaults
      upon senior securities


None.




Item
      4:
            Submission
      of matters to a vote of security
holders


Not
applicable.




Item
      5:
            Other
      information


None.




Item
6:                     Exhibits




(a)
Exhibits—




Exhibit
      31.1
              Certification of Chief Executive Officer pursuant to 18
      U.S.C. Section 1350 Section 302 of the Sarbanes-Oxley Act of
      2002Exhibit
      31.2
              Certification of Chief Financial Officer pursuant to 18
      U.S.C. Section 1350 Section 302 of the Sarbanes-Oxley Act of
      2002Exhibit
      32.1
              Certification of Chief Executive Officer  pursuant
      to 18 U.S.C. Section 1350 Section 906 of the Sarbanes-Oxley Act of
      2002Exhibit
      32.2
              Certification of Chief Financial Officer  pursuant
      to 18 U.S.C. Section 1350 Section 906 of the Sarbanes-Oxley Act of
      2002


20
 Table of Contents





SIGNATURES




In
accordance with the requirements 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 CORPORATIONDate:
      August 13, 2008
              By:
              /s/ Dennis
      R. DuffyDennis
      R. DuffyChief
      Executive Officer
                (Principal
      Executive Officer)











21