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



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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 June 30, 2009                                            
|  |                                                                                           
|o | TRANSITION
  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file No. 333-144597



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



---

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

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

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

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

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

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

As of August 19, 2009, there
were 48,450,999 shares of the registrants common stock, $.0001 par value,
outstanding.

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

TABLE OF CONTENTS

|                                 |                                                                                         |     
|-------------------------------- | --------------------------------------------------------------------------------------- | ----
|                                 |                                                                                         |     
|                                 |                                                                                         |     
|PART 1  FINANCIAL
  INFORMATION |                                                                                        
|                                 |                                                                                         |     
|Item 1.                          | Financial Statements
  (unaudited):                                                     |     
|                                 |                                                                                         |     
|                                 | Balance
  Sheets as of December 31, 2008 and June 30, 2009                              | 2   
|                                 |                                                                                         |     
|                                 | Statements
  of Operations for the three months ended June 30, 2009 and 2008            | 3   
|                                 |                                                                                         |     
|                                 | Statements
  of Cash Flows for the three months ended June 30, 2009 and 2008            | 4-5 
|                                 |                                                                                         |     
|                                 | Notes to
  Financial Statements                                                         | 6-19
|                                 |                                                                                         |     
|Item 2.                          | Managements
  Discussion and Analysis of Financial Condition and Results of Operations | 20  
|                                 |                                                                                         |     
|Item 3.                          | Quantitative
  and Qualitative Disclosures About Market Risk                            | 21  
|                                 |                                                                                         |     
|Item 4.                          | Controls
  and Procedures                                                               | 21  
|                                 |                                                                                         |     
|PART II 
  OTHER INFORMATION    |                                                                                        
|                                 |                                                                                         |     
|Item 1.                          | Legal
  Proceedings                                                                     | 21  
|                                 |                                                                                         |     
|Item 1A.                         | Risk
  Factors                                                                          | 21  
|                                 |                                                                                         |     
|Item 5.                          | Other
  Information                                                                     | 24  
|                                 |                                                                                         |     
|Item 6.                          | Exhibits                                                                                | 25  
|                                 |                                                                                         |     
|SIGNATURES                       | 26                                                                                     

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Team Nation Holdings CorporationConsolidated Financial Statements
(Unaudited)

As of June 30, 2009 and December 31,
2008 and
For the Three and Six Month Periods Ended June 30, 2009 and 2008

---



|                                                                                                                     |     
|-------------------------------------------------------------------------------------------------------------------- | ----
|Unaudited Consolidated Financial Statements
  of Team Nation Holdings Corporation:                                   |     
|                                                                                                                     |     
|Consolidated Balance Sheets as of June 30,
  2009 and December 31, 2008 (unaudited)                                  | 2   
|                                                                                                                     |     
|Consolidated Statements of Operations for
  the Three and Six Month Periods ended June 30, 2009 and 2008 (unaudited) | 3   
|                                                                                                                     |     
|Consolidated Statements of Cash Flows for
  the Six Month Periods ended June 30, 2009 and 2008 (unaudited)           | 4-5 
|                                                                                                                     |     
|Notes to the Unaudited Consolidated
  Financial Statements                                                           | 6-19

---



Team Nation Holdings CorporationConsolidated Balance Sheets

|                                         
|-----------------------------------------
|As of June 30, 2009 and December 31, 2008
|                                         

ASSETS

|                                                                                                                                                       |  |            |            |                |   |            |  
|------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---------- | ---------- | -------------- | - | ---------- | -
|                                                                                                                                                       |  | June
  30, |            | December
  31, |  
|                                                                                                                                                       |  | 2009       |            | 2008           |  
|                                                                                                                                                       |  |            |            |                |  
|Current assets:                                                                                                                                        |  |            |            |                |   |            |  
|Cash and cash equivalents                                                                                                                              |  | $          | 67         |                | $ | 4,296      |  
|Restricted cash                                                                                                                                        |  |            | 105,308    |                |   | 104,072    |  
|Accounts receivable - trade, net of allowance for
doubtful accounts
  of $460,800 and $400,800 as of June 30, 2009 and December 31, 2008, respectively |  |            |           |                |   | 11,040     |  
|Other receivables, net of uncollectible accounts of
$218,700 and $187,500 at June 30, 2009 and December 31, 2008, respectively                         |  |            |           |                |   |           |  
|Prepaid expenses                                                                                                                                       |  |            | 51,410     |                |   |           |  
|Current assets of discontinued operations                                                                                                              |  |            | 36,484     |                |   | 87,000     |  
|                                                                                                                                                       |  |            |            |                |   |            |  
|Total current assets                                                                                                                                   |  |            | 193,269    |                |   | 206,408    |  
|Notes receivable - related party                                                                                                                       |  |            | 2,246,664  |                |   | 2,215,467  |  
|Leasehold improvements, net of accumulated depreciation of $78 and
$0                                                                                  |  |            | 1,289      |                |   |           |  
|Title plant                                                                                                                                            |  |            | 710,000    |                |   | 710,000    |  
|Deposits                                                                                                                                               |  |            | 27,030     |                |   | 500        |  
|Long term assets of discontinued operations                                                                                                            |  |            | 13,859     |                |   | 14,596     |  
|                                                                                                                                                       |  |            |            |                |   |            |  
|Total assets                                                                                                                                           |  | $          | 3,192,111  |                | $ | 3,146,971  |  
|                                                                                                                                                       |  |            |            |                |   |            |  
|                                                                                                                                                       |  |            |            |                |   |            |  
|LIABILITIES AND SHAREHOLDERS DEFICIT                                                                                                                 
|                                                                                                                                                       |  |            |            |                |   |            |  
|Current liabilities:                                                                                                                                   |  |            |            |                |   |            |  
|Notes payable in default                                                                                                                               |  | $          | 3,381,292  |                | $ | 3,381,292  |  
|Accounts payable - trade                                                                                                                               |  |            | 257,329    |                |   | 396,408    |  
|Related party payable                                                                                                                                  |  |            | 874,907    |                |   | 332,177    |  
|Accrued liabilities                                                                                                                                    |  |            | 292,332    |                |   | 126,580    |  
|Notes payable - related party, current
portion                                                                                                         |  |            |           |                |   | 13,958     |  
|Current liabilities of discontinued
operations                                                                                                         |  |            | 138,163    |                |   | 188,825    |  
|                                                                                                                                                       |  |            |            |                |   |            |  
|                                                                                                                                                       |  |            |            |                |   |            |  
|Total current liabilities                                                                                                                              |  |            | 4,944,023  |                |   | 4,439,240  |  
|Long term liabilities of discontinued operations                                                                                                       |  |            | 17,300     |                |   | 17,300     |  
|                                                                                                                                                       |  |            |            |                |   |            |  
|                                                                                                                                                       |  |            |            |                |   |            |  
|Total liabilities                                                                                                                                      |  |            | 4,961,323  |                |   | 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                                                                                                                          |  |            | (150,002   | )              |   | (163,084   | )
|Accumulated deficit                                                                                                                                    |  |            | (2,805,348 | )              |   | (2,332,623 | )
|                                                                                                                                                       |  |            |            |                |   |            |  
|Total shareholders deficit                                                                                                                            |  |            | (1,769,212 | )              |   | (1,309,569 | )
|                                                                                                                                                       |  |            |            |                |   |            |  
|Total liabilities and shareholders deficit                                                                                                            |  | $          | 3,192,111  |                | $ | 3,146,971  |  
|                                                                                                                                                       |  |            |            |                |   |            |  

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

2

---



|                                                                  
|------------------------------------------------------------------
|Team Nation Holdings Corporation                                  
|Consolidated Statements of Operations                             
|For the Three and Six Month Periods Ended
  June 30, 2009 and 2008
|                                                                  

|                                                                  |  |                                                          |            |                                                          |   |                                                        |   |                                                        |            |   |   |            |  
|----------------------------------------------------------------- |  | -------------------------------------------------------- | ---------- | -------------------------------------------------------- | - | ------------------------------------------------------ | - | ------------------------------------------------------ | ---------- | - | - | ---------- | -
|                                                                  |  | For
  the
  Three Month
  Period Ended
  June 30,
  2009 |            | For
  the
  Three Month
  Period Ended
  June 30,
  2008 |   | For
  the
  Six Month
  Period Ended
  June 30,
  2009 |   | For
  the
  Six Month
  Period Ended
  June 30,
  2008 |           
|                                                                  |  |                                                          |            |                                                          |   |                                                        |   |                                                        |           
|Management fees                                                   |  | $                                                        | 30,000     |                                                          | $ | 30,000                                                 |   | $                                                      | 60,000     |   | $ | 90,000     |  
|Management fees - related party                                   |  |                                                          | 552,660    |                                                          |   | 165,445                                                |   |                                                        | 1,114,980  |   |   | 225,445    |  
|                                                                  |  |                                                          |            |                                                          |   |                                                        |   |                                                        |            |   |   |            |  
|Total revenue                                                     |  |                                                          | 582,660    |                                                          |   | 195,445                                                |   |                                                        | 1,174,980  |   |   | 315,445    |  
|Operating expenses:                                               |  |                                                          |            |                                                          |   |                                                        |   |                                                        |            |   |   |            |  
|Title plant fees                                                  |  |                                                          | 222,759    |                                                          |   |                                                       |   |                                                        | 497,587    |   |   |           |  
|Selling and general and administrative                            |  |                                                          | 571,203    |                                                          |   | 221,320                                                |   |                                                        | 932,315    |   |   | 284,549    |  
|Bad debt expense                                                  |  |                                                          | 50,200     |                                                          |   |                                                       |   |                                                        | 91,200     |   |   |           |  
|                                                                  |  |                                                          |            |                                                          |   |                                                        |   |                                                        |            |   |   |            |  
|Total operating expenses                                          |  |                                                          | 844,162    |                                                          |   | 221,320                                                |   |                                                        | 1,521,102  |   |   | 284,549    |  
|                                                                  |  |                                                          |            |                                                          |   |                                                        |   |                                                        |            |   |   |            |  
|Loss from continuing operations                                   |  |                                                          | (261,502   | )                                                        |   | (25,875                                                | ) |                                                        | (346,122   | ) |   | 30,896     |  
|Other income (expenses):                                          |  |                                                          |            |                                                          |   |                                                        |   |                                                        |            |   |   |            |  
|Interest income                                                   |  |                                                          | 16,931     |                                                          |   | 1,048                                                  |   |                                                        | 32,433     |   |   | 2,034      |  
|Interest expense                                                  |  |                                                          | (76,896    | )                                                        |   | (67,352                                                | ) |                                                        | (151,246   | ) |   | (150,883   | )
|                                                                  |  |                                                          |            |                                                          |   |                                                        |   |                                                        |            |   |   |            |  
|Loss from continuing operations before provision for income
taxes |  |                                                          | (321,467   | )                                                        |   | (92,179                                                | ) |                                                        | (464,935   | ) |   | (117,953   | )
|Provision for income taxes                                        |  |                                                          |           |                                                          |   |                                                       |   |                                                        |           |   |   |           |  
|                                                                  |  |                                                          |            |                                                          |   |                                                        |   |                                                        |            |   |   |            |  
|Net loss from continuing operations                               |  |                                                          | (321,467   | )                                                        |   | (92,179                                                | ) |                                                        | (464,935   | ) |   | (117,953   | )
|                                                                  |  |                                                          |            |                                                          |   |                                                        |   |                                                        |            |   |   |            |  
|Loss from discontinued operations                                 |  |                                                          | (3,872     | )                                                        |   | (33,631                                                | ) |                                                        | (7,790     | ) |   | (54,062    | )
|                                                                  |  |                                                          |            |                                                          |   |                                                        |   |                                                        |            |   |   |            |  
|Net loss                                                          |  | $                                                        | (325,339   | )                                                        | $ | (125,810                                               | ) | $                                                      | (472,725   | ) | $ | (172,015   | )
|                                                                  |  |                                                          |            |                                                          |   |                                                        |   |                                                        |            |   |   |            |  
|Loss per share - basic and diluted                                |  | $                                                        | (0.01      | )                                                        | $ | 0.00                                                   |   | $                                                      | (0.01      | ) | $ | 0.00       |  
|                                                                  |  |                                                          |            |                                                          |   |                                                        |   |                                                        |            |   |   |            |  
|Weighted average shares outstanding                               |  |                                                          | 47,191,894 |                                                          |   | 25,000,000                                             |   |                                                        | 47,191,894 |   |   | 25,000,000 |  
|                                                                  |  |                                                          |            |                                                          |   |                                                        |   |                                                        |            |   |   |            |  

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

3

---



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

|                                                                                          |  |                                                        |          |                                                        |   |          |  
|----------------------------------------------------------------------------------------- |  | ------------------------------------------------------ | -------- | ------------------------------------------------------ | - | -------- | -
|                                                                                          |  | For
  the
  Six Month
  Period Ended
  June 30,
  2009 |          | For
  the
  Six Month
  Period Ended
  June 30,
  2008 |  
|                                                                                          |  |                                                        |          |                                                        |  
|Cash flows from operating activities:                                                     |  |                                                        |          |                                                        |   |          |  
|Net loss                                                                                  |  | $                                                      | (472,725 | )                                                      | $ | (172,015 | )
|Loss from discontinued operations                                                         |  |                                                        | (7,790   | )                                                      |   | (54,062  | )
|                                                                                          |  |                                                        |          |                                                        |   |          |  
|Loss from continuing operations                                                           |  |                                                        | (464,935 | )                                                      |   | (117,953 | )
|Adjustments to reconcile net income to cash
provided by (used in)
  operating activities: |  |                                                        |          |                                                        |   |          |  
|Reserve for doubtful accounts receivable                                                  |  |                                                        | 60,000   |                                                        |   |         |  
|Depreciation                                                                              |  |                                                        | 78       |                                                        |   |         |  
|Decrease (increase) in assets:                                                            |  |                                                        |          |                                                        |   |          |  
|Accounts receivable                                                                       |  |                                                        | (48,960  | )                                                      |   | (164,490 | )
|Prepaid expenses                                                                          |  |                                                        | (51,410  | )                                                      |   |         |  
|Due from related party                                                                    |  |                                                        | (31,197  | )                                                      |   | 204,832  |  
|Deposit                                                                                   |  |                                                        | (26,530  | )                                                      |   |         |  
|Increase (decrease) in liabilities:                                                       |  |                                                        |          |                                                        |   |          |  
|Accounts payable                                                                          |  |                                                        | (139,079 | )                                                      |   | 14,196   |  
|Accrued liabilities                                                                       |  |                                                        | 165,752  |                                                        |   | 15,559   |  
|Related party payable                                                                     |  |                                                        | 542,730  |                                                        |   |         |  
|                                                                                          |  |                                                        |          |                                                        |   |          |  
|Cash used in operating activities - continuing operations                                 |  |                                                        | (1,341   | )                                                      |   | (101,918 | )
|Cash used in operating activities - discontinued
operations                               |  |                                                        | (146     | )                                                      |   | 31,400   |  
|                                                                                          |  |                                                        |          |                                                        |   |          |  
|Cash used in operating activities                                                         |  |                                                        | (1,487   | )                                                      |   | (70,518  | )
|                                                                                          |  |                                                        |          |                                                        |   |          |  
|Cash flows used in investing activities:                                                  |  |                                                        |          |                                                        |   |          |  
|Officer advances (pre-reverse merger)                                                     |  |                                                        |         |                                                        |   | 354      |  
|Officer notes receivable (pre-reverse
merger)                                             |  |                                                        |         |                                                        |   | (62,662  | )
|Leasehold improvements                                                                    |  |                                                        | (1,367   | )                                                      |   |         |  
|                                                                                          |  |                                                        |          |                                                        |   |          |  
|Cash used in investing activities - continuing operations                                 |  |                                                        | (1,367   | )                                                      |   | (62,308  | )
|Cash used in investing activities - discontinued
operations                               |  |                                                        | 737      |                                                        |   |         |  
|                                                                                          |  |                                                        |          |                                                        |   |          |  
|Cash used in investing activities                                                         |  |                                                        | (630     | )                                                      |   | (62,308  | )
|                                                                                          |  |                                                        |          |                                                        |   |          |  
|Cash flows used in financing activities:                                                  |  |                                                        |          |                                                        |   |          |  
|Restricted cash                                                                           |  |                                                        | (1,236   | )                                                      |   | (1,982   | )
|Sale of common stock                                                                      |  |                                                        | 13,082   |                                                        |   | 500,245  |  
|Repayment of related party payable                                                        |  |                                                        | (13,958  | )                                                      |   | (70,922  | )
|Bank debt payments                                                                        |  |                                                        |         |                                                        |   | (187,036 | )
|                                                                                          |  |                                                        |          |                                                        |   |          |  
|Cash used in financing activities - continuing operations                                 |  |                                                        | (2,112   | )                                                      |   | 240,305  |  
|Cash used in financing activities - discontinued
operations                               |  |                                                        |         |                                                        |   | (4,022   | )
|                                                                                          |  |                                                        |          |                                                        |   |          |  
|Cash used in financing activities                                                         |  |                                                        | (2,112   | )                                                      |   | 236,283  |  
|                                                                                          |  |                                                        |          |                                                        |   |          |  
|Net increase (decrease) in cash                                                           |  |                                                        | (4,229   | )                                                      |   | 103,457  |  
|Cash and cash equivalents at beginning of period                                          |  |                                                        | 4,296    |                                                        |   | 4,584    |  
|                                                                                          |  |                                                        |          |                                                        |   |          |  
|Cash and cash equivalents at end of period                                                |  | $                                                      | 67       |                                                        | $ | 108,041  |  
|                                                                                          |  |                                                        |          |                                                        |   |          |  

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

4

---



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

Supplemental Disclosure of Cash Flow Information

|                                         |  |                                               |     |                                                        |   |        | 
|---------------------------------------- |  | --------------------------------------------- | --- | ------------------------------------------------------ | - | ------ | 
|                                         |  | For
  the
  Six MonthPeriod EndedJune 30,2009 |     | For
  the
  Six Month
  Period Ended
  June 30,
  2008 |  
|                                         |  |                                               |     |                                                        |  
|Cash paid during the
  fiscal years for: |  |                                               |     |                                                        |   |        | 
|Interest                                 |  | $                                             | 373 |                                                        | $ | 66,384 | 
|Income taxes                             |  | $                                             |    |                                                        | $ |       | 

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

5

---



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



|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | Description of Business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The
  consolidated unaudited financial statements include the accounts of TEAM
  Nation Holding Corporation (TEAM) (formerly Real Estate Services Holding,
  Inc.), a Neveda Corporation and its two wholly owned subsidiaries, Escrow Nation, Inc. (ESCROW)
  and Mortgage Nation, Inc. (MORTGAGE) (collectively the Company). The
  operations of both subsidiaries have been discontinued. All significant
  intercompany balances and transactions have been eliminated.                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The Company
  was incorporated in California on November 22, 2006 as Real Estate Services
  Holding, Inc. and changed its name to TEAM on June 21, 2007. TEAM, ESCROW and
  MORTGAGE commenced operations on February 1, 2007. TEAM is a management and
  services company specializing in management solutions for title companies and
  title production services. The Company focuses on counter-cyclical growth to
  acquire, manage and consult for title, escrow, mortgage, real estate and REO
  companies.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Effective
  June 17, 2008, the shareholders of TEAM exchanged all of their outstanding
  common shares for 25,000,000 shares of Suncross Exploration Corporation
  (SUNCROSS). Completion of the exchange agreement resulted in the TEAM
  shareholders having control of SUNCROSS. Accordingly, the transaction has
  been recorded for accounting purposes as the acquisition of TEAM by SUNCROSS
  with TEAM as the acquirer (reverse acquisition).                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | In December
  2007, TEAM entered into contracts to manage all operations of two title
  companies operating in Southern California. TEAM provides management, title
  plant and production services, customer service, sales and marketing support,
  HR administration, IT administration and accounting services to both
  companies in exchange for fees and a percentage of net profits from the
  operations. In January 2009, TEAM cancelled its management agreement with one
  of the title companies.    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|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 $105,308 and
  $104,072 at June 30, 2009 and December 31, 2008, respectively, which is
  collateral on a line-of-credit note with its bank.                                                                                                                                                                                                                                           

6

---



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

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Revenue
  recognition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | TEAMs
  revenue is derived from management and production services. Revenue from
  services is recognized when the service is performed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | Income
  taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | The Company
  prepared its income tax returns in 2007 utilizing a Subchapter S election.
  Accordingly, the loss was allocated to the shareholders of the Company and
  the Company did not provide for income taxes. The Subchapter S election
  terminated upon the acquisition of TEAM by SUNCROSS on June 17, 2008.                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | Subsequent
  to June 17, 2008, income taxes are accounted for using an asset and liability
  approach for financial reporting. The Company recognizes deferred tax liabilities
  and assets for the expected future tax consequences of temporary differences
  between the financial statement carrying amount and the tax basis of assets
  and liabilities and net operating loss and tax credit carry forwards.                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | Estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | The
  preparation of financial statements in conformity with accounting principles
  generally accepted in the United States of America requires management to
  make estimates and assumptions that affect the reported amounts of assets and
  liabilities and disclosure of contingent assets and liabilities at the date
  of the financial statements and the reported amounts of revenues and expenses
  during the reporting period. Actual results could differ from those
  estimates.                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | Fair
  value of financial instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | In
  accordance with the requirements of 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

---



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

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Contingencies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Certain
  conditions may exist as of the date financial statements are issued, which may
  result in a loss to the Company, but which will only be resolved when one or
  more future events occur or fail to occur. Company management and its legal
  counsel assess such contingencies related to legal proceeding that are
  pending against the Company or unasserted claims that may result in such
  proceedings, the Companys legal counsel evaluates the perceived merits of
  any legal proceedings or unasserted claims as well as the perceived merits of
  the amount of relief sought or expected to be sought therein. If the
  assessment of a contingency indicates that it is probably that a liability
  has been incurred and the amount of the liability can be estimated, then the
  estimated liability would be accrued in the Companys financial statements.
  If the assessment indicates that a potentially material loss contingency is
  not probable but is reasonably possible, or if probable but cannot be
  estimated, then the nature of the contingent liability, together with an
  estimate of the range of possible loss if determinable, would be disclosed.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Intangible
  costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | The Company
  accounts for intangible assets in accordance with SFAS 142 Goodwill and
  other Intangible Assets (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
  June 30, 2008 statement of operations to conform to the June 30, 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

8

---



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

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In June
  2009, the FASB approved its Accounting Standards Codification, or Codification,
  as the single source of authoritative United States accounting and reporting
  standards applicable for all non-governmental entities. Rules and
  interpretive releases of the SEC under authority of federal securities laws
  are also sources of authoritative U.S. GAAP for SEC registrants. The
  Codification, which changes the referencing of financial standards, is
  effective for interim or annual financial periods ending after September 15,
  2009. Therefore, in the third quarter of 2009, all references made to U.S.
  GAAP will use the new Codification numbering system prescribed by the FASB.
  As the Codification is not intended to change or alter existing U.S. GAAP, it
  is not expected to have any impact on our financial position or results of
  operations.                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | In June
  2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No.
  46(R), which amends the consolidation guidance applicable to variable
  interest entities. The amendments will significantly affect the overall
  consolidation analysis under FASB Interpretation No. 46(R). This statement is
  effective as of the beginning of the first fiscal year that begins after
  November 15, 2009. This statement is not expected to have any impact on our
  financial position or results of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | In June
  2009, the FASB issued SFAS No. 166, Accounting for Transfers of Financial
  Assets an amendment of FASB Statement No. 140, which amends the derecognition
  guidance in SFAS No. 140 and eliminates the exemption from consolidation for
  qualifying special-purpose entities. This statement is effective for
  financial asset transfers occurring after the beginning of an entitys first
  fiscal year that begins after November 15, 2009. This statement is not
  expected to have any impact on our financial position or results of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | In May 2009,
  the FASB issued SFAS No. 165, Subsequent Events. This statement establishes
  general standards of accounting for and disclosures of events that occur
  after the balance sheet date but before financial statements are issued or
  are available to be issued. In particular, this statement sets forth (1) the
  period after the balance sheet date during which management of a reporting
  entity should evaluate events or transactions that may occur for potential
  recognition or disclosure in the financial statements; (2) the circumstances
  under which an entity should recognize events or transactions occurring after
  the balance sheet date in its financial statements; and (3) the disclosures
  that an entity should make about events or transactions that occurred after
  the balance sheet date. This statement is effective for interim or annual
  periods ending after June 15, 2009 and we adopted it on April 1, 2009. The
  required disclosures are included in Note - Subsequent Events.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | In April
  2009, the FASB issued FSP No. FAS 107-1 and APB 28-1, Interim Disclosures
  about Fair Value of Financial Instruments. This FSP requires the fair value
  disclosures required by FAS 107 regarding the fair value of financial
  instruments to be included in interim financial statements. This FSP is
  effective for interim periods ending after June 15, 2009, and requires
  additional disclosure from that required currently.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

9

---



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

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | 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.

10

---



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

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | 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.                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|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 $3,872,
  $33,631, $7,790 and $54,062 from the discontinued operations for the three
  and six month periods ended June 30, 2009 and 2008, respectively. They are
  classified as discontinued operations under the provisions of Statement of
  Financial Accounting Standards No. 144 Accounting
  for the Impairment or Disposal of Long-lived Assetsas of June 30,
  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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

|                                             |  |                       |         |          |   |        |  |   |         | 
|-------------------------------------------- |  | --------------------- | ------- | -------- | - | ------ |  | - | ------- | 
|                                             |  | As
  of June 30, 2009 |        
|                                             |  | ESCROW                |         | MORTGAGE |   | Total  | 
|                                             |  |                       |         |          |   |        | 
|Current assets:                              |  |                       |         |          |   |        |  |   |         | 
|Cash                                         |  |                       |        |          |   |       |  |   |        | 
|Sublease receivable                          |  | $                     | 36,484  |          |   |       |  | $ | 36,484  | 
|                                             |  |                       |         |          |   |        |  |   |         | 
|Total current assets                         |  |                       | 36,484  |          |   |       |  |   | 36,484  | 
|                                             |  |                       |         |          |   |        |  |   |         | 
|Long term assets                             |  |                       |         |          |   |        |  |   |         | 
|Furniture                                    |  |                       |        |          |   | 859    |  |   | 859     | 
|Sublease receivable                          |  |                       |        |          |   |       |  |   |        | 
|Deposits                                     |  |                       | 13,000  |          |   |       |  |   | 13,000  | 
|                                             |  |                       |         |          |   |        |  |   |         | 
|Total long term assets                       |  |                       | 13,000  |          |   | 859    |  |   | 13,859  | 
|                                             |  |                       |         |          |   |        |  |   |         | 
|Total assets of discontinued operations      |  | $                     | 49,484  |          | $ | 859    |  | $ | 50,343  | 
|                                             |  |                       |         |          |   |        |  |   |         | 
|Current liabilities                          |  |                       |         |          |   |        |  |   |         | 
|Accounts payable                             |  | $                     | 86,596  |          | $ | 685    |  | $ | 87,281  | 
|Shutdown expenses                            |  |                       | 50,882  |          |   |       |  |   | 50,882  | 
|                                             |  |                       |         |          |   |        |  |   |         | 
|Total current liabilities                    |  |                       | 137,478 |          |   | 685    |  |   | 138,163 | 
|                                             |  |                       |         |          |   |        |  |   |         | 
|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 |  | $                     | 137,478 |          | $ | 17,985 |  | $ | 155,463 | 
|                                             |  |                       |         |          |   |        |  |   |         | 

11

---



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

|                                             |  |                           |         |          |   |        |  |   |         | 
|-------------------------------------------- |  | ------------------------- | ------- | -------- | - | ------ |  | - | ------- | 
|                                             |  | 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 | 
|                                             |  |                           |         |          |   |        |  |   |         | 

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

|                                    |  |                                                    |        |          |   |       |   |   |        |  
|----------------------------------- |  | -------------------------------------------------- | ------ | -------- | - | ----- | - | - | ------ | -
|                                    |  | For
  the Three Month Period
  Ended June 30, 2009 |       
|                                    |  | ESCROW                                             |        | MORTGAGE |   | Total |  
|                                    |  |                                                    |        |          |   |       |  
|Revenues                            |  | $                                                  |       |          | $ |      |   | $ |       |  
|Costs and expenses:                 |  |                                                    |        |          |   |       |   |   |        |  
|Selling, general and administrative |  |                                                    |       |          |   | 368   |   |   | 368    |  
|Shutdown expense                    |  |                                                    | 3,395  |          |   |      |   |   | 3,395  |  
|Interest expense                    |  |                                                    | 109    |          |   |      |   |   | 109    |  
|                                    |  |                                                    |        |          |   |       |   |   |        |  
|Loss from discontinued operations   |  | $                                                  | (3,504 | )        | $ | (368  | ) | $ | (3,872 | )
|                                    |  |                                                    |        |          |   |       |   |   |        |  

12

---



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

|                                    |  |                                                    |         |          |   |       |   |   |         |  
|----------------------------------- |  | -------------------------------------------------- | ------- | -------- | - | ----- | - | - | ------- | -
|                                    |  | For
  the Three Month Period
  Ended June 30, 2008 |        
|                                    |  | ESCROW                                             |         | MORTGAGE |   | Total |  
|                                    |  |                                                    |         |          |   |       |  
|Revenues                            |  | $                                                  |        |          | $ |      |   | $ |        |  
|Costs and expenses:                 |  |                                                    |         |          |   |       |   |   |         |  
|Selling, general and administrative |  |                                                    | 12,549  |          |   | 368   |   |   | 12,917  |  
|Shutdown expense                    |  |                                                    | 20,058  |          |   |      |   |   | 20,058  |  
|Interest expense                    |  |                                                    | 285     |          |   |      |   |   | 285     |  
|                                    |  |                                                    |         |          |   |       |   |   |         |  
|Loss from discontinued operations   |  | $                                                  | (32,892 | )        | $ | (368  | ) | $ | (33,260 | )
|                                    |  |                                                    |         |          |   |       |   |   |         |  

|                                      |  |                                                  |        |   |   |          |   |   |        |  
|------------------------------------- |  | ------------------------------------------------ | ------ | - | - | -------- | - | - | ------ | -
|                                      |  | For
  the Six Month Period
  Ended June 30, 2009 |       
|                                      |  |                                                  | ESCROW |   |   | MORTGAGE |   |   | Total  |  
|                                      |  |                                                  |        |   |   |          |   |   |        |  
|Revenues                              |  | $                                                |       |   | $ |         |   | $ |       |  
|Costs and expenses:                   |  |                                                  |        |   |   |          |   |   |        |  
|Selling, general and
  administrative |  |                                                  |       |   |   | 736      |   |   | 736    |  
|Shutdown expense                      |  |                                                  | 6,790  |   |   |         |   |   | 6,790  |  
|Interest expense                      |  |                                                  | 264    |   |   |         |   |   | 264    |  
|                                      |  |                                                  |        |   |   |          |   |   |        |  
|Loss from discontinued operations     |  | $                                                | (7,054 | ) | $ | (736     | ) | $ | (7,790 | )
|                                      |  |                                                  |        |   |   |          |   |   |        |  

|                                      |  |                                                  |         |   |   |          |   |   |         |  
|------------------------------------- |  | ------------------------------------------------ | ------- | - | - | -------- | - | - | ------- | -
|                                      |  | For
  the Six Month Period
  Ended June 30, 2008 |        
|                                      |  |                                                  | ESCROW  |   |   | MORTGAGE |   |   | Total   |  
|                                      |  |                                                  |         |   |   |          |   |   |         |  
|Revenues                              |  | $                                                | 37,727  |   | $ |         |   | $ | 37,727  |  
|Costs and expenses:                   |  |                                                  |         |   |   |          |   |   |         |  
|Selling, general and
  administrative |  |                                                  | 70,303  |   |   | 736      |   |   | 71,039  |  
|Shutdown expense                      |  |                                                  | 20,058  |   |   |         |   |   | 20,058  |  
|Interest expense                      |  |                                                  | 692     |   |   |         |   |   | 692     |  
|                                      |  |                                                  |         |   |   |          |   |   |         |  
|Loss from discontinued
  operations   |  | $                                                | (53,326 | ) | $ | (736     | ) | $ | (54,062 | )
|                                      |  |                                                  |         |   |   |          |   |   |         |  

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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, $60,000, $30,000 and $90,000 in the three
  and six month periods ended June 30, 2009 and 2008. None of these amounts
  were collected, as it was going to be included in a possible acquisition of
  FIRST. FIRST has received notice from the Department of Insurance that they
  would like the company to voluntarily turn over their license to do business
  in California due to insufficient working capital and net worth, which
  ownership of FIRST has agreed to. Until this occurs, management still
  believes that FIRST may be acquired and recapitalized which would allow
  either a full or partial recovery of the receivable which is why the
  receivables are not being written off. The entire receivable has been
  reserved as of June 30, 2009. This agreement is no longer active.

13

---



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

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

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

| | For
the three and six month periods ended June 30, 2009 and 2008, interest expense on these
notes was $76,362, $150,293, $50,604 and $112,972, respectively.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------

14

---



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

|   |                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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 June 30, 2009 and December 31, 2008.                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Common
  stock                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                    
|   | On May 14,
  2008, the number of authorized common shares was increased from 100,000,000
  to 300,000,000. On November 21, 2008, the number of authorized common shares
  was increased from 300,000,000 to 1,000,000,000.                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                    
|   | In June
  2008, TEAM issued 20,906,633 shares of its common stock in the reverse
  merger.                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                    
|   | In the third and fourth quarters of 2008, the Company sold 1,434,327 shares of its common stock for $1,106,907 in
cash. Subscriptions receivable were $163,084 at December 31, 2008.  The Company collected $6,078 and $13,082 of
the subscription receivable during the three month and six month periods ended June 30, 2009.  The subscription
receivable balance was $150,002 at June 30, 2009.
|   |                                                                                                                                                                                                                                                                                                                                                                                                    
|   | In June 2008, TEAM issued 200,000 shares of its common stock for services related to the reverse merger valued at
$150,000.                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                    
|   | An officer
  and director paid Company expenses in the amount of $2,000 during 2008. The
  amounts were recorded as contributed capital.                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                    
|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)     |  | $ | 107,465 | 
|2010                         |  |   | 212,268 | 
|2011                         |  |   | 5,839   | 
|                             |  |   |         | 
|                             |  |   |         | 
|Total minimum lease payments |  | $ | 325,572 | 
|                             |  |   |         | 

| | Rental
expense was $53,578, $74,583, $29,049 and $33,108 for the three and six month periods
ended June 30, 2009 and 2008, respectively.
| | ----------------------------------------------------------------------------------------------------------------------------------------

15

---



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

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | 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 and Managements Plan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The
  accompanying consolidated financial statements have been prepared assuming
  the Company will continue as a going concern. As of the end of December 2007,
  it was determined that ESCROW and MORTGAGE would be unable to continue in the
  current housing market and the operations of both companies were
  discontinued. At June 30, 2009, the Company had negative working capital of
  $4,750,754, total liabilities of $4,961,323, and a stockholders deficit of
  $1,769,212. Currently scheduled debt payment requirements for 2009 exceed the
  amount that can be expected to be generated from operations. These conditions
  raise substantial doubt about the Companys ability to continue as a going
  concern. The financial statements do not include any adjustments that may
  result from the outcome of these uncertainties.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The Company
  expects to meet its working capital requirements through debt and private
  placements of equity. In addition, the Company has entered into management
  contracts with a title company owned by four affiliates of the Companys
  officers and directors, from which the Company expects to have positive cash
  flow.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|9. | Loss Per Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The
  following is a reconciliation of the number of shares used in the calculation
  of basic loss per share and diluted loss per share for the six month periods
  ended June 30, 2009 and 2008:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

16

---



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



|                                                                                                            |  |                                                          |            |                                                          |   |                                                        |   |                                                        |            |   |   |            |  
|----------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------- | ---------- | -------------------------------------------------------- | - | ------------------------------------------------------ | - | ------------------------------------------------------ | ---------- | - | - | ---------- | -
|                                                                                                            |  | For
  the
  Three Month
  Period Ended
  June 30,
  2009 |            | For
  the
  Three Month
  Period Ended
  June 30,
  2008 |   | For
  the
  Six Month
  Period Ended
  June 30,
  2009 |   | For
  the
  Six Month
  Period Ended
  June 30,
  2008 |           
|                                                                                                            |  |                                                          |            |                                                          |   |                                                        |   |                                                        |           
|Numerator:                                                                                                  |  |                                                          |            |                                                          |   |                                                        |   |                                                        |            |   |   |            |  
|Net loss                                                                                                    |  | $                                                        | (325,339   | )                                                        | $ | (125,810                                               | ) |                                                        | (472,725   | ) |   | (172,015   | )
|Denominator:                                                                                                |  |                                                          |            |                                                          |   |                                                        |   |                                                        |            |   |   |            |  
|Denominator for basic and diluted net loss per
share-weighted average
  number of common shares outstanding |  |                                                          | 47,191,894 |                                                          |   | 25,000,000                                             |   |                                                        | 47,191,894 |   |   | 25,000,000 |  
|                                                                                                            |  |                                                          |            |                                                          |   |                                                        |   |                                                        |            |   |   |            |  
|Basic and diluted net loss per share                                                                        |  | $                                                        | (0.01      | )                                                        | $ | (0.01                                                  | ) | $                                                      | (0.01      | ) | $ | (0.01      | )
|                                                                                                            |  |                                                          |            |                                                          |   |                                                        |   |                                                        |            |   |   |            |  

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | The Company
  does not have any stock options or warrants outstanding.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|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 $2,246,664 at June 30, 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 six months ended June 30, 2009, the balance increased by
  $31,197 due to accrued interest on the notes receivable.

17

---



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

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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 June 30, 2009 and December 31,
  2008. In 2008, CCTC provided working capital for TEAM, increasing the related
  party payable and TEAM performed services for CCTC, which reduced the related
  party payable. The ending related party payable balance at December 31, 2008
  was $332,177. In the first six months of 2009, CCTC advanced $542,730 to the
  Company and the balance owed to CCTC increased to $874,907 as of June 30,
  2009.                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | Notes
  payable  related party                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | TEAM had one
  note outstanding as of December 31, 2008 to an affiliate owned by a
  shareholder in the amount of $13,958. The note was due on demand and did not
  bear interest. It was satisfied in April 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | Purchase
  of Orange County, California title plant                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | As discussed
  in Note 5, the Companys acquisition of the title plant for Orange County
  from CCTC included a note payable in the amount of $510,000. This amount was
  fully satisfied in 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | 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 $552,660, $1,114,980, $76,945 and
  $76,945 for the three and six month periods ended June 30, 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.

18

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

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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 $42,750 and $42,750 for the three and
  six month periods ended June 30, 2008. TEAM paid for the services partially
  in cash and partially as a reduction in shareholder receivables.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | Subleases                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | TEAM entered
  into subleases with CCTC, which is a Southern California title company
  operated by TEAMs officers and directors. TEAM leases office space from CCTC
  in Pasadena, CA and CCTC leases space from TEAM in Newport Beach, CA. TEAM
  pays CCTC 50% of its lease expense for the Pasadena office which amounts to
  $8,998 per month. CCTC pays TEAM 80% of its lease expense for the Newport
  Beach office which amounts to $7,075 per month. These transactions are booked
  through affiliate receivable/payable accounts.                             

|                                |  |   |         | 
|------------------------------- |  | - | ------- | 
|TEAM sublease expense to CCTC   |  |   |         | 
|2009 (remainder of year)        |  | $ | 53,985  | 
|2010                            |  | $ | 107,970 | 
|                                |  |   |         | 
|Total minimum lease payments    |  | $ | 161,955 | 
|                                |  |   |         | 
|TEAM sublease revenue from CCTC |  |   |         | 
|2009 (remainder of year)        |  |   | 42,448  | 
|2010                            |  |   | 87,652  | 
|2011                            |  |   | 91,135  | 
|2012                            |  |   | 19,138  | 
|                                |  |   |         | 
|Total minimum sublease revenue  |  | $ | 240,373 | 
|                                |  |   |         | 

19

---



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 June 30, 2009, the
 Company had negative working capital of $4,750,754, total liabilities of $4,961,323, and a
stockholders deficit of $1,769,212. 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 Six Month
Period Ended June 30, 2009 to the Six Month Period Ended June 30, 2009

Revenues

Our revenue during the six month
period in 2009 totaled $1,174,980 compared to $315,445 during the same period in the prior
year. Our 2009 revenue included management fees of $60,000 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 $932,315 in the six month period in 2009 as compared to $284,549 in
the prior period.  The increase is primarily from operating two management
contracts for the full six month period in 2009 as compared to limited operations in the
same period in 2008.

Title plant activities commenced
after March 31, 2008.

Bad debt expense amounted to $91,200
in 2009 as a result of an allowance recorded for a portion of one of the Companys
management contracts.

Interest expense increased slightly
from $150,883 in the 2008 six month period to $151,246 in the same period in 2009.

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

OFF-BALANCE SHEET
ARRANGEMENTS

We had no off balance sheet
arrangements.

20

---



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 second quarter of fiscal
year 2009 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.

Evaluation of Disclosure Controls and Procedures

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

PART II  OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

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.

21

---



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.

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:

| |   |                                                                                                                          
| | - | -------------------------------------------------------------------------------------------------------------------------
| |  | to integrate the acquired
  businesses operations, products and personnel to achieve synergies and
  economies of scale;
| |   |                                                                                                                          
| |  | to retain key personnel of
  the acquired businesses;                                                                    
| |   |                                                                                                                          
| |  | to maintain the customers
  and goodwill of the acquired businesses;                                                     
| |   |                                                                                                                          
| |  | manage any unexpected
  costs or unforeseen liabilities associated with the acquired businesses; and                     
| |   |                                                                                                                          
| |  | to expand our financial
  and management controls and reporting systems and procedures.                                  

22

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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.

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:

| |   |                                                                                                                              
| | - | -----------------------------------------------------------------------------------------------------------------------------
| |  | approval of premium rates
  for insurance;                                                                                   
| |   |                                                                                                                              
| |  | standards of solvency and
  minimum amounts of statutory capital surplus that must be maintained;                            
| |   |                                                                                                                              
| |  | limitations on types and
  amounts of investments;                                                                           
| |   |                                                                                                                              
| |  | establishing reserves,
  including statutory premium reserves, for losses and loss adjustment
  expenses;                    
| |   |                                                                                                                              
| |  | regulation of dividend
  payments and other transactions between affiliates;                                                 
| |   |                                                                                                                              
| |  | prior approval of the
  acquisition and control of an insurance company or of any company controlling
  an insurance company;
| |   |                                                                                                                              
| |  | licensing of insurers and
  agents;                                                                                          
| |   |                                                                                                                              
| |  | regulation of reinsurance;                                                                                                   
| |   |                                                                                                                              
| |  | restrictions on the size
  of risks that may be insured by a single company;                                                 
| |   |                                                                                                                              
| |  | regulation of underwriting
  and marketing practices;                                                                        
| |   |                                                                                                                              
| |  | deposits of securities for
  the benefit of policyholders;                                                                   
| |   |                                                                                                                              
| |  | approval of policy forms;                                                                                                    
| |   |                                                                                                                              
| |  | methods of accounting; and                                                                                                   
| |   |                                                                                                                              
| |  | 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.

22

---



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:

| |   |                                                                                                                                                                         
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | actual or anticipated
  fluctuations in our annual and quarterly results of operations;                                                                                 
| |   |                                                                                                                                                                         
| |  | changes in securities
  analysts expectations;                                                                                                                         
| |   |                                                                                                                                                                         
| |  | variations in our
  operating results, which could cause us to fail to meet analysts or
  investors expectations;                                                     
| |   |                                                                                                                                                                         
| |  | announcements by our
  competitors or us of significant technical innovations, contracts,
  acquisitions, strategic partnerships, joint ventures or capital commitments;
| |   |                                                                                                                                                                         
| |  | conditions and trends in
  the title insurance and real estate business;                                                                                                
| |   |                                                                                                                                                                         
| |  | general market, economic,
  industry and political conditions;                                                                                                          
| |   |                                                                                                                                                                         
| |  | changes in market values
  of comparable companies;                                                                                                                     
| |   |                                                                                                                                                                         
| |  | additions or departures of
  key personnel;                                                                                                                             
| |   |                                                                                                                                                                         
| |  | stock market price and
  volume fluctuations attributable to inconsistent trading volume levels; and                                                                    
| |   |                                                                                                                                                                         
| |  | 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.

ITEM 5. OTHER INFORMATION

On July 28, 2009, the
Pennsylvania Securities Commission issued an order to rescind its Summary Order
to Cease and Desist dated April 23,
2009 as  to Team Nation Holdings Corporation. The order had been issued in
connection with unauthorized solicitation to buy Team Nation Holdings
Corporation common stock in Pennsylvania by respondents Atlantic Capital
Holdings, Inc., and Robert Stein.

Team
Nation Holdings Corporation cooperated with the Pennsylvania Securities
Commission for a prompt resolution of this matter. Team Nation Holdings
Corporation and its affiliates have no prior or existing relationship with
Atlantic Capital Holdings, Inc., or Mr. Stein and have demanded they
immediately comply with the Order including but not limited to ceasing to make
any representations regarding Team Nation Holdings, its business or the market
for its common stock.

Team
Nation Holdings Corporation has a policy of best practices compliance with all
relevant law and regulations affecting its business and shareholders and does
not engage in cold calling or internet stock promotion. Our public information
is provided through Securities and Exchange Commission filings and press
releases and no third party has been engaged to disseminate such information on
our behalf.

The
Pennsylvania Securities Commission Rescission Order as to Team Nation Holdings
Corporation is attached as exhibits to this Report.

24

---



ITEM 6. EXHIBITS

A. Exhibits

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

|              |  |                                                                                                                              
|------------- |  | -----------------------------------------------------------------------------------------------------------------------------
|EXHIBIT
  NO. |  | DESCRIPTION                                                                                                                  
|3.1           |  | Articles of Incorporation
  (1)                                                                                              
|              |  |                                                                                                                              
|3.2           |  | Amended and Restated
  Articles of Incorporation (2)                                                                         
|              |  |                                                                                                                              
|3.3           |  | Amendment to Articles of
  Incorporation (3)                                                                                 
|              |  |                                                                                                                              
|10.1          |  | Agreement and Plan of
  Reorganization dated 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*                        
|              |  |                                                                                                                              
|99.2          |  | Pennsylvania Securities
  Commission Order to Rescind Summary Order to Cease and Desist dated July 28,
  2009*               

|    |                                                                                                                                                 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------
|(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.

25

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SIGNATURES

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

| |     |                                               
| | --- | ----------------------------------------------
| |     | Team
  Nation Holdings Corporation            
| |     |                                               
| | By: | /s/ Dennis R. Duffy                           
| |     |                                               
| |     | Dennis R. Duffy,
  President/CEO              
| |     | August 19, 2009                               
| |     |                                               
| | By: | /s/ Daniel J. Duffy                           
| |     |                                               
| |     | Daniel J. Duffy, Principal
  Financial Officer
| |     | August 19, 2009                               

26

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