U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549







FORM
10-Q








QUARTERLY
REPORT PURSUANT TO SECTION 13 or 15(d)


OF THE
SECURITIES EXCHANGE ACT OF 1934





For the
quarterly period ended:  September 30,
2008





Commission
File Number: 333-144597








TEAM
NATION HOLDINGS CORPORATION


(Name of
Registrant as Specified in its Charter)







NEVADA
            98-0441861(State or other
      jurisdiction
              of incorporation or
      organization)
            (IRS Employer
      Identification No.)




8707
Research Drive,Irvine,
California 92618


(Address
of principal executive offices)





(949)
727-3900


(Issuer
Telephone Number)





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





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




Large accelerated
      filer o
            Accelerated
      filer oNon-accelerated
      filer o
            Smaller reporting
      company x(Do not check if a
      smaller reporting company)




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





The
number of shares outstanding of registrant's common stock, par value $0.001 per
share, as of September 30, 2008 was 47,205,795.




Table of Contents




TEAM
NATION HOLDINGS CORPORATION





TABLEOF CONTENTS


PagePART
      I FINANCIAL INFORMATION (Unaudited)Item
      1:
                                    Financial Statements
                                    3Condensed
      Consolidated Balance Sheet as of September 30, 2008 and December 31,
      2007
                                    3Condensed Consolidated Statements of Operations for the three
      months ended September 30, 2008 and 2007
                                    4Condensed Consolidated Statements of Operations for the nine
      months ended September 30, 2008
                                      and the period from inception of operations (February 1, 2007)
      through September 30, 2007
                                    5Condensed Consolidated Statements of Cash Flows for the nine
      months ended September 30, 2008
                                      and the period from inception of operations (February 1, 2007)
      through September 30, 2007
                                    6Notes to Condensed Consolidated Financial
      Statements
                                    8Item
      2:
                                    Management's Discussion and Analysis of Financial Condition and
      Results of Operations
                                    19Item
      3:
                                    Quantitative and Qualitative Disclosures about Market
      Risk
                                    22Item
      4T:
                                    Controls and Procedures
                                    22PART
      II OTHER INFORMATIONItem
      2:
                                    Unregistered sales of equity securities and use of
      proceeds
                                    23Item
      6:
                                    Exhibits
                                    23


Table of Contents




Item1:
                Financial
      Statements


TEAMNATION HOLDINGS CORPORATIONAND
      SUBSIDIARIESConsolidated
      Balance SheetsSeptember
      30, 2008 (unaudited) and December 31, 20072008
                                          
                                          
                                          2007ASSETSCurrent
      assets:Cash
      and cash equivalents
                                          
                                          $
                                          3,334
                                          
                                          
                                          $
                                          34,092Restricted
      cash
                                          
                                          
                                          102,988
                                          
                                          
                                          
                                          100,000Accounts
      receivable - related parties, net of allowance forbad
      debts of $160,460 in 2008 and none in 2007
                                          
                                          
                                          320,410
                                          
                                          
                                          
                                          55,510Lease
      settlement receivable
                                          
                                          
                                          101,033
                                          
                                          
                                          
                                          84,194Due
      from related parties
                                          
                                          
                                          -
                                          
                                          
                                          
                                          104,060Prepaid
      expenses
                                          
                                          
                                          -
                                          
                                          
                                          
                                          3,459Total
      current assets
                                          
                                          
                                          527,765
                                          
                                          
                                          
                                          381,315Furniture
      and equipment, net
                                          
                                          
                                          1,964
                                          
                                          
                                          
                                          10,659Lease
      settlement receivable
                                          
                                          
                                          8,419
                                          
                                          
                                          
                                          84,193Notes
      receivable and accrued interest- related parties
                                          
                                          
                                          3,623,827
                                          
                                          
                                          
                                          3,580,494Title
      plant
                                          
                                          
                                          626,133
                                          
                                          
                                          
                                          626,133Other
      assets
                                          
                                          
                                          13,000
                                          
                                          
                                          
                                          13,000Total
      assets
                                          
                                          $
                                          4,801,108
                                          
                                          
                                          $
                                          4,695,794LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)Current
      liabilities:Accounts
      payable
                                          
                                          $
                                          237,225
                                          
                                          
                                          $
                                          40,156Accrued
      expenses
                                          
                                          
                                          40,164
                                          
                                          
                                          
                                          6,000Accrued
      shutdown expenses
                                          
                                          
                                          140,448
                                          
                                          
                                          
                                          136,344Due
      to related party
                                          
                                          
                                          225,573
                                          
                                          
                                          
                                          -Notes
      payable and current portion of long-term debt
                                          
                                          
                                          3,520,219
                                          
                                          
                                          
                                          1,506,328Total
      current liabilities
                                          
                                          
                                          4,163,629
                                          
                                          
                                          
                                          1,688,828Long-term
      debt, less current portion
                                          
                                          
                                          715,571
                                          
                                          
                                          
                                          3,095,954Note
      payable related party, net
                                          
                                          
                                          31,081
                                          
                                          
                                          
                                          426,133Notes
      payable - shareholders
                                          
                                          
                                          17,300
                                          
                                          
                                          
                                          17,300Deposit
                                          
                                          
                                          8,419
                                          
                                          
                                          
                                          -Accrued
      shutdown expense
                                          
                                          
                                          11,742
                                          
                                          
                                          
                                          117,420Total
      liabilities
                                          
                                          
                                          4,947,742
                                          
                                          
                                          
                                          5,345,635Commitments
      and contingenciesStockholders'
      equity (deficit):Preferred
      stock: $0.001 par value; 20,000,000 sharesauthorized;
      no shares issued and outstanding
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -Common
      stock: $0.001 par value; 300,000,000 shares auth-orized;
      47,205,795 and 25,000,000 issued and outstandingat
      September 30, 2008 and December 31, 2007, respectively
                                          
                                          
                                          47,206
                                          
                                          
                                          
                                          25,000Additional
      paid in capital
                                          
                                          
                                          1,297,284
                                          
                                          
                                          
                                          88,212Stock
      subscription receivable
                                          
                                          
                                          (166,989
                                          )
                                          
                                          
                                          -Accumulated
      (deficit)
                                          
                                          
                                          (1,324,135
                                          )
                                          
                                          
                                          (763,053
                                          )Total
      stockholders' equity (deficit)
                                          
                                          
                                          (146,634
                                          )
                                          
                                          
                                          (649,841
                                          )Total
      liabilities and stockholders' equity (deficit)
                                          
                                          $
                                          4,801,108
                                          
                                          
                                          $
                                          4,695,794See
      accompanying notes to consolidated financial statements




3
 Table of Contents




TEAMNATION HOLDINGS CORPORATIONAND
      SUBSIDIARIESConsolidated
      Statements of OperationsThree
      months ended September 30, 2008 and 2007(Unaudited)2008
                                                
                                                
                                                2007Revenues
                                                
                                                $
                                                492,720
                                                
                                                
                                                $
                                                78,400Costs
      and expensesSelling,
      general and administrative expense
                                                
                                                
                                                685,423
                                                
                                                
                                                
                                                49,924Bad
      debt expense
                                                
                                                
                                                160,460
                                                
                                                
                                                
                                                -Interest
      expense
                                                
                                                
                                                71,319
                                                
                                                
                                                
                                                41,058917,202
                                                
                                                
                                                
                                                90,982Loss
      from operations
                                                
                                                
                                                (424,482
                                                )
                                                
                                                
                                                (12,582
                                                )Interest
      income - related parties
                                                
                                                
                                                43,333
                                                
                                                
                                                
                                                -Interest
      income
                                                
                                                
                                                1,113
                                                
                                                
                                                
                                                -Loss
      from continuing operations before income taxes
                                                
                                                
                                                (380,036
                                                )
                                                
                                                
                                                (12,582
                                                )Provision
      for income taxes
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -Loss
      from continuing operations
                                                
                                                
                                                (380,036
                                                )
                                                
                                                
                                                (12,582
                                                )Discontinued
      operations:Loss
      from discontinued operations
                                                
                                                
                                                (9,155
                                                )
                                                
                                                
                                                (149,666
                                                )Provision
      for income taxes
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -Loss
      from discontinued operations
                                                
                                                
                                                (9,155
                                                )
                                                
                                                
                                                (149,666
                                                )Net
      loss
                                                
                                                $
                                                (389,191
                                                )
                                                
                                                $
                                                (162,248
                                                )Net
      loss per common share, basic and dilutedContinuing
      operations
                                                
                                                $
                                                (0.01
                                                )
                                                
                                                $
                                                (0.00
                                                )Discontinued
      operations
                                                
                                                
                                                (0.00
                                                )
                                                
                                                
                                                (0.01
                                                )$
                                                (0.01
                                                )
                                                
                                                $
                                                (0.01
                                                )Weighted
      average common shares outstanding
                                                
                                                
                                                46,769,910
                                                
                                                
                                                
                                                25,000,000See
      accompanying notes to consolidated financial statements.




4
 Table of Contents




TEAMNATION HOLDINGS CORPORATIONAND
      SUBSIDIARIESConsolidated
      Statements of OperationsNine
      months ended September 30, 2008 and from inception of
      operations(February
      1, 2007) through September 30, 2007(Unaudited)2008
                                              
                                              
                                              2007Revenues
                                              
                                              $
                                              808,165
                                              
                                              
                                              $
                                              90,400Costs
      and expensesSelling,
      general and administrative expense
                                              
                                              
                                              969,848
                                              
                                              
                                              
                                              254,484Bad
      debt expense
                                              
                                              
                                              160,460
                                              
                                              
                                              
                                              -Interest
      expense
                                              
                                              
                                              222,203
                                              
                                              
                                              
                                              98,3401,352,511
                                              
                                              
                                              
                                              352,824Loss
      from operations
                                              
                                              
                                              (544,346
                                              )
                                              
                                              
                                              (262,424
                                              )Interest
      income - related parties
                                              
                                              
                                              43,333
                                              
                                              
                                              
                                              -Interest
      income
                                              
                                              
                                              3,147
                                              
                                              
                                              
                                              5,094Loss
      from continuing operations before income taxes
                                              
                                              
                                              (497,866
                                              )
                                              
                                              
                                              (257,330
                                              )Provision
      for income taxes
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -Loss
      from continuing operations
                                              
                                              
                                              (497,866
                                              )
                                              
                                              
                                              (257,330
                                              )Discontinued
      operations:Loss
      from discontinued operations
                                              
                                              
                                              (63,216
                                              )
                                              
                                              
                                              (271,023
                                              )Provision
      for income taxes
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -Loss
      from discontinued operations
                                              
                                              
                                              (63,216
                                              )
                                              
                                              
                                              (271,023
                                              )Net
      loss
                                              
                                              $
                                              (561,082
                                              )
                                              
                                              $
                                              (528,353
                                              )Net
      loss per common share, basic and dilutedContinuing
      operations
                                              
                                              $
                                              (0.01
                                              )
                                              
                                              $
                                              (0.01
                                              )Discontinued
      operations
                                              
                                              
                                              (0.00
                                              )
                                              
                                              
                                              (0.01
                                              )$
                                              (0.02
                                              )
                                              
                                              $
                                              (0.02
                                              )Weighted
      average common shares outstanding
                                              
                                              
                                              33,327,510
                                              
                                              
                                              
                                              25,000,000See
      accompanying notes to consolidated financial statements.




5
 Table of Contents




TEAMNATION HOLDINGS CORPORATIONAND
      SUBSIDIARIESConsolidated
      Statements of Cash FlowsNine
      months ended September 30, 2008 and from inception of
      operations(February
      1, 2007) through September 30, 2007(Unaudited)2008
                                            
                                            
                                            2007Operating
      activitiesNet
      loss
                                            
                                            $
                                            (561,082
                                            )
                                            
                                            $
                                            (528,353
                                            )Loss
      from discontinued operations
                                            
                                            
                                            63,216
                                            
                                            
                                            
                                            271,023(497,866
                                            )
                                            
                                            
                                            (257,330
                                            )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
                                            
                                            
                                            8,695
                                            
                                            
                                            
                                            9,270Amortization
      of loan discount
                                            
                                            
                                            17,478
                                            
                                            
                                            
                                            -Bad
      debt expense
                                            
                                            
                                            160,460
                                            
                                            
                                            
                                            -Increase/decrease
      in other assets and liabilities:Accounts
      receivable
                                            
                                            
                                            (366,425
                                            )
                                            
                                            
                                            -Prepaid
      expenses and other assets
                                            
                                            
                                            (98,115
                                            )
                                            
                                            
                                            -Accounts
      payable
                                            
                                            
                                            197,069
                                            
                                            
                                            
                                            26,645Accrued
      expenses
                                            
                                            
                                            42,584
                                            
                                            
                                            
                                            -Accrued
      interest due from related parties
                                            
                                            
                                            (43,333
                                            )
                                            
                                            
                                            -Loans
      from related parties
                                            
                                            
                                            329,632
                                            
                                            
                                            
                                            (364,991
                                            )Net
      cash used by operating activities - continuing operations
                                            
                                            
                                            (249,821
                                            )
                                            
                                            
                                            (586,406
                                            )Net
      cash used in operating activities - discontinued
operations
                                            
                                            
                                            (63,216
                                            )
                                            
                                            
                                            (268,065
                                            )Net
      cash used by operating activities
                                            
                                            
                                            (313,037
                                            )
                                            
                                            
                                            (854,471
                                            )Investing
      activitiesAcquisition
      of property and equipment
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (4,420
                                            )Net
      cash used in investing activities
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (4,420
                                            )Financing
      activitiesLoan
      proceeds
                                            
                                            
                                            -
                                            
                                            
                                            
                                            4,318,710Repayment
      of notes payable and long-term debt
                                            
                                            
                                            (366,492
                                            )
                                            
                                            
                                            (641
                                            )Repayment
      of related party long-term debt
                                            
                                            
                                            (412,530
                                            )
                                            
                                            
                                            -Capital
      contributed by shareholder
                                            
                                            
                                            2,000
                                            
                                            
                                            
                                            13,212Loans
      to related parties
                                            
                                            
                                            
                                            
                                            
                                            
                                            (3,580,494
                                            )Loan
      from related parties
                                            
                                            
                                            -
                                            
                                            
                                            
                                            17,300Restricted
      cash
                                            
                                            
                                            (2,988
                                            )
                                            
                                            
                                            -Collection
      of stock subscription receivable
                                            
                                            
                                            20,568
                                            
                                            
                                            
                                            -Sale
      of common stock
                                            
                                            
                                            1,041,721
                                            
                                            
                                            
                                            100,000Net
      cash provided by financing activities
                                            
                                            
                                            282,279
                                            
                                            
                                            
                                            868,087Net
      increase (decrease) in cash and cash equivalents
                                            
                                            
                                            (30,758
                                            )
                                            
                                            
                                            9,196Cash and cash
      equivalents, beginning of period
                                            
                                            
                                            34,092
                                            
                                            
                                            
                                            -Cash and cash
      equivalents, end of period
                                            
                                            $
                                            3,334
                                            
                                            
                                            $
                                            9,196(Continued)See
      accompanying notes to consolidated financial statements.




6
 Table of Contents




TEAM
      NATION HOLDINGS CORPORATIONAND
      SUBSIDIARIESConsolidated
      Statements of Cash Flows, ContinuedNine
      months ended September 30, 2008 and from inception of
      operations(February
      1, 2007) through September 30, 2007(Unaudited)2008
                      
                      
                      2007Supplemental
      cash flow informationCash
      paid for interest and income taxes:Interest
                      
                      $
                      203,961
                      
                      
                      $
                      98,340Income
      taxes
                      
                      
                      -
                      
                      
                      
                      -Non-cash
      investing and financing activities:Common
      stock issued for stock subscription receivables
                      
                      
                      187,557
                      
                      
                      
                      -Furniture
      and office equipment acquired for note payable
                      
                      
                      -
                      
                      
                      
                      20,851See
      accompanying notes to consolidated financial statements.
















7
 Table of Contents




TEAM
NATION HOLDINGS CORPORATION AND SUBSIDIARIES


Notes
      to Consolidated Financial
Statements








NOTE1:
            ORGANIZATION
      AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES


Organization




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





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





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





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




Going
concern




The
accompanying consolidated financial statements have been prepared assuming the
Company will continue as a going concern.  The Company commenced
limited operations in February 2007 and began full operations in May
2007.  As of the end of December 2007, it was determined that ESCROW
and MORTGAGE would be unable to continue in the current housing market and the
operations of both companies were discontinued.





8
 Table of Contents




At
September 30, 2008, the Company had negative working capital of $3,635,864 which
includes $3,520,219 in notes payable and the current portion of long-term debt,
and had a deficit in stockholders’ equity of $146,634.  Currently
scheduled notes payable and long-term debt payment requirements for 2008 exceed
the amount that can be expected to be generated from operations.  The
Company expects to refinance some debt and, with the acquisition by SUNCROSS
discussed above, expects to continue to raise some capital with private
placements of common stock.  During the three months ended June 30,
2008, the Company sold 836,402 shares of its restricted common stock for total
consideration of $685,802, which includes $498,245 in cash and $187,557 in stock
subscription receivables.  During the three months ended September 30,
2008, the Company sold 597,643 shares of its restricted common stock for
$543,476 in cash and collected $20,568 on its stock subscriptions
receivable.




The
Company’s principal bank has declined to renew its line-of-credit which was due
August 24, 2008, in the amount of $999,798.  Certain members of
management of the Company have filed a lawsuit against the bank for
defamation.  The bank called a second loan with the bank with a
balance of $2,381,495 at September 30, 2008.  The second loan was
scheduled to be paid in monthly installments of $47,553 and was current at the
time the bank called the loan due.  The Company has suspended payment
on the two loans pending the outcome of the lawsuit and is also seeking
alternative financing.





As noted
above, the Company has entered into management contracts with a title company
owned by four affiliates of the Company’s shareholders, from which the Company
expected to have positive cash flow.  However, the continuing decline
in the real estate market has severely limited the ability of the title
companies to make payment of the management fees.  The Company
currently has one other management contract and expects to have additional
service contracts in the future.





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.




Business


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





In
December 2007, TEAM entered into contracts to manage all operations of two title
companies operating in Southern California.  TEAM provides management,
title plant and production services, customer service, sales and marketing
support, HR administration, IT administration and accounting services to both
companies in exchange for fees and a percentage of net profits from the
operations.




9
 Table of Contents




Cash
and cash equivalents


The
Company considers all cash on hand; cash in banks and all highly liquid debt
instruments purchased with a maturity of three months or less to be cash and
cash equivalents.  At times cash and cash equivalent balances at a
limited number of banks and financial institutions may exceed insurable
amounts.  The Company believes it mitigates its risks by depositing
cash or investing in cash equivalents in major financial
institutions.





Restricted
cash


Team
maintains a certificate of deposit with a bank in the amount of $102,988 at
September 30, 2008, which is collateral on a line-of-credit note with its
bank.





Property
and equipment


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





Revenue
recognition


TEAM’s
revenue is derived from management and production services.  Revenue
from services is recognized when the service is performed.





Income
taxes


The
Company prepared its income tax returns in 2007 utilizing a Subchapter S
election.  Accordingly, the loss was allocated to the shareholders of
the Company and the Company did not provide for income taxes.  The
Subchapter S election expired upon the acquisition of TEAM by SUNCROSS on June
17, 2008.




Subsequent
to June 17, 2008, income taxes are accounted for using an asset and liability
approach for financial reporting. The Company recognizes deferred tax
liabilities and assets for the expected future tax consequences of temporary
differences between the financial statement carrying amount and the tax basis of
assets and liabilities and net operating loss and tax credit carry forwards.
Valuation allowances are established when necessary to reduce deferred tax
assets to the amounts expected to be realized.




Earnings
(loss) per common share


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





10
 Table of Contents




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


Financial
instruments consist of accounts payable, accrued expenses and short-term
borrowings. The carrying amount of these financial instruments approximates fair
value due to their short-term nature or the current rates at which the Company
could borrow funds with similar remaining maturities.





Contingencies


Certain
conditions may exist as of the date financial statements are issued, which may
result in a loss to the Company, but which will only be resolved when one or
more future events occur or fail to occur.  Company management and its
legal counsel assess such contingencies related to legal proceeding that are
pending against the Company or unasserted claims that may result in such
proceedings, the Company’s legal counsel evaluates the perceived merits of any
legal proceedings or unasserted claims as well as the perceived merits of the
amount of relief sought or expected to be sought therein.  If the
assessment of a contingency indicates that it is probably that a liability has
been incurred and the amount of the liability can be estimated, then the
estimated liability would be accrued in the Company’s financial
statements.  If the assessment indicates that a potentially material
loss contingency is not probable but is reasonably possible, or if probable but
cannot be estimated, then the nature of the contingent liability, together with
an estimate of the range of possible loss if determinable would be
disclosed.




Intangible
costs


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





The
Company accounts for intangible assets in accordance with SFAS 142 “Goodwill and
other Intangible Assets” (“SFAS 142”).  SFAS 142 requires that
goodwill and intangible assets with indefinite useful lives no longer be
amortized, but instead be tested at least annually for
impairment.  SFAS 142 also requires that intangible assets with
definite useful lives be amortized over that period to their estimated residual
value, and be reviewed for impairment.




11
 Table of Contents




Recent
accounting pronouncements


There are
several new accounting pronouncements issued by the Financial Accounting
Standards Board (“FASB”) which are not yet effective.  Each of these
pronouncements, as applicable, has been or will be adopted by the
Company.  Management does not believe any of these accounting
pronouncements has had or will have a material impact on the Company’s financial
position or operating results.





In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“Accounting for Financial Guarantee Insurance Contracts-and interpretation of
FASB Statement No. 60”.  SFAS No. 163 clarifies how Statement 60
applies to financial guarantee insurance contracts, including the recognition
and measurement of premium revenue and claims liabilities. This statement also
requires expanded disclosures about financial guarantee insurance contracts.
SFAS No. 163 is effective for fiscal years beginning on or after December 15,
2008, and interim periods within those years. SFAS No. 163 has no effect on the
Company’s financial position, statements of operations, or cash flows at this
time.





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 March
2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161,
Disclosures about Derivative Instruments and Hedging Activities—an amendment of
FASB Statement No. 133.  This standard requires companies to provide
enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations, and (c) how
derivative instruments and related hedged items affect an entity’s financial
position, financial performance, and cash flows. This Statement is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application encouraged. The Company has not yet
adopted the provisions of SFAS No. 161, but does not expect it to have a
material impact on its consolidated financial position, results of operations or
cash flows.





In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements—an amendment of ARB No. 51.  This
statement amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as equity
in the consolidated financial statements. Before this statement was issued,
limited guidance existed for reporting noncontrolling interests. As a result,
considerable diversity in practice existed. So-called minority interests were
reported in the consolidated statement of financial position as liabilities or
in the mezzanine section between liabilities and equity. This statement improves
comparability by eliminating that diversity. This statement is effective for
fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2008. Earlier adoption is prohibited. The effective date of
this statement is the same as that of the related Statement 141 (revised 2007).
The Company will adopt this Statement beginning January 1, 2009. It is not
believed that this will have an impact on the Company’s consolidated financial
position, results of operations or cash flows.





12
 Table of Contents





NOTE
      2:
            DISCONTINUED
      OPERATIONS




Revenues
and expenses for the discontinued operations of ESCROW and MORTGAGE are as
follows for the three months ended September 30, 2008 and 2007:





2008
                                          
                                          
                                          2007Revenues
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          55,273Costs
      and expenses:Selling,
      general and administrative expense
                                          
                                          
                                          (18,480
                                          )
                                          
                                          
                                          204,808Shut-down
      expense
                                          
                                          
                                          27,393Interest
      expense
                                          
                                          
                                          242
                                          
                                          
                                          
                                          1319,155
                                          
                                          
                                          
                                          204,939Loss
      from discontinued operations
                                          
                                          $
                                          (9,155
                                          )
                                          
                                          $
                                          (149,666
                                          )




Revenues
and expenses for the discontinued operations of ESCROW and MORTGAGE are as
follows for the nine months ended September 30, 2008 and the period from
inception (February 1, 2007) through September 30, 2007:





2008
                              
                              
                              2007Revenues
                              
                              $
                              37,728
                              
                              
                              $
                              69,896Costs
      and expenses:Selling,
      general and administrative expense
                              
                              
                              72,616
                              
                              
                              
                              340,674Shut-down
      expense
                              
                              
                              27,393
                              
                              
                              
                              -Interest
      expense
                              
                              
                              935
                              
                              
                              
                              245100,944
                              
                              
                              
                              340,919Loss
      from discontinued operations
                              
                              $
                              (63,216
                              )
                              
                              $
                              (271,023
                              )





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




13
 Table of Contents




NOTE
      3:
            FURNITURE
      AND EQUIPMENT





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





2008
                                
                                
                                2007Furniture
      and equipment
                                
                                $
                                25,271
                                
                                
                                $
                                25,271Less
      accumulated depreciation
                                
                                
                                23,307
                                
                                
                                
                                14,612Net
      furniture and equipment
                                
                                $
                                1,964
                                
                                
                                $
                                10,659





NOTE
      4:
            TITLE
      PLANT AND NOTE PAYABLE TO RELATED
PARTY





The
Company acquired the Orange County title plant from California Counties Title
Company (“CCTC”) in December 2007.  CCTC is wholly owned by four
affiliates of the four shareholders of the Company.  The amount paid
for the title plant was based on an appraisal and the consideration for the
$710,000 purchase price included $200,000 in cash and a note payable by the
Company in the amount of $510,000.  The note is non-interest bearing
and is payable in 48 payments of $10,625 commencing January 1,
2009.  Current maturities are $127,500 for 2009, 2010, 2011 and
2012.  The note was discounted at 6% and the resulting discount of
$83,867 reduced the recorded value of the plant to $626,133 and the note payable
amount to $426,133.  At September 30, 2008, the balance had been
increased by $17,478 from amortization of the discount.  The Company
has made reductions in the note in the amount of $412,530 and the non-current
portion is $31,081 at September 30, 2008.





14
 Table of Contents





NOTE
      5:
            NOTES
      PAYABLE AND LONG-TERM DEBT





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





September
      30,
                                        
                                        
                                        December
      31,2008
                                        
                                        
                                        2007Note
      payable to a bank; unsecured; interest at prime (5.0% atSeptember
      30, 2008); payable interest only through July 16, 2008,
    then55
      monthly payments of $47,553 with a final payment due onMarch
      16, 2013; personally guaranteed by the shareholders;the
      bank has accelerate the loan due date as a result of the
      Companynot
      repaying the note below (1)
                                        
                                        $
                                        2,381,495
                                        
                                        
                                        $
                                        2,500,000Note
      payable to a bank; colateralized by the Company's
    certificateof
      deposit in the amount of $100,000 and certificates of deposit
      inthe
      total amount of $400,000 owned by the Company's
    shareholders;interest
      at prime plus 2% (7.0% at June 30, 2008); interestpayable
      monthly; due in full on August 24, 2008 (1)
                                        
                                        
                                        999,798
                                        
                                        
                                        
                                        999,798Note
      payable to a bank; interest at prime plus 1.75% (9% at
      December31,
      2007); paid in full March 31, 2008
                                        
                                        
                                        -
                                        
                                        
                                        
                                        147,352Note
      payable to an individual; interest at 4.62%; payable in
      monthlyinstallments
      of $5,869 for 84 months with the remaining balance dueJune
      1, 2014; the Company assumed this note from its
    shareholders
                                        
                                        
                                        354,986
                                        
                                        
                                        
                                        394,739Notes
      payable to three trusts; interest at 4.62%; payable in
      aggregatemonthly
      installments of $8,089 for 84 months with the remaining
      balancedue
      June 1, 2014; the Company assumed thses notes from itsshareholders
                                        
                                        
                                        489,242
                                        
                                        
                                        
                                        544,028Furniture
      and equipment note; payable in monthly installments of
    $772,including
      interest at 8.3%; through November 2009
                                        
                                        
                                        10,269
                                        
                                        
                                        
                                        16,3654,235,790
                                        
                                        
                                        
                                        4,602,282Current
      portion of notes payable and long-term debt
                                        
                                        
                                        3,520,219
                                        
                                        
                                        
                                        1,506,328Long-term
      debt less current portion
                                        
                                        $
                                        715,571
                                        
                                        
                                        $
                                        3,095,954






(1)  The
line-of-credit note with a balance of $999,798 was not repaid when due on August
24, 2008, and the bank has declined to renew the note.  Certain
members of the management team of the Company have filed a lawsuit against the
bank for defamation.  The bank subsequently accelerated the due date
of the amortizing loan and the Company has suspended payment on the notes
pending the outcome of the lawsuit.  The Company is seeking other
sources of financing.





Current
maturities of notes payable and long-term debt are:  2008 (three
months) - $3,415,656; 2009 - $140,920; 2010 - $139,034; 2011 - $145,595; 2012 -
$152,465; and remainder - $242,120.


15
 Table of Contents
  NOTE
      6:
              STOCKHOLDER’S EQUITY


PREFERRED
STOCK





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





COMMON
STOCK





The
Company has 300,000,000 shares of its $0.001 par value common stock authorized
and 47,205,795 and 25,000,000 issued and outstanding at September 30, 2008 and
December 31, 2007, respectively.  The number of authorized common
shares was increased from 100,000,000 to 300,000,000 on May 14,
2008.





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





During
the three months ended September 30, 2008, the Company sold 597,643 shares of
its restricted common stock for $543,476 in cash.  In addition the
Company collected $20,568 on its stock subscription receivable.





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


NOTE
      7:
              RELATED
      PARTY TRANSACTIONS





Accounts receivable –
related parties - $320,410 and $55,510


At
September 30, 2008, the Company had receivables pursuant to one of its
management contracts in the amount of $470,220.  The amount due
includes $282,720 in revenue and $187,500 in advances.  The Company
has recorded a reserve of $160,460 against this receivable.  The
Company also has a receivable for $10,650 from its other management contract at
September 30, 2008.  At December 31, 2007, the Company had receivables
for its management services from customers of CCTC which is wholly owned by four
affiliates of the four shareholders of the Company.  This amount was
paid during the three months ended March 31, 2008.





Due from related parties -
$104,060 in 2007


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





16
 Table of Contents




Notes receivable and accrued
interest – related parties - $3,623,827


The
Company has notes receivable from four affiliates of its four management
stockholders in the total amount of $3,600,000 which was used by the
stockholders to fund the purchase of CCTC.  The loans include a total
of $2,600,000 which was paid in cash ($1,000,000 to the former shareholders of
CCTC and the balance used for CCTC working capital) and the assumption of
$1,000,000 in notes payable by four affiliates of the Company’s shareholders to
the former shareholders of CCTC.  TEAM had received payments of
$19,041 on the notes as of December 31, 2007.  The notes receivable
from the four affiliates consist of: 1) four notes in the amount of $650,000
each which are non-interest bearing until May 31, 2008; and commencing June 1,
2008, interest only is payable at the rate of 5% per annum until the notes
receivable are due in full on May 1, 2014; and 2) four notes in the amount of
$250,000 each which are non-interest bearing until May 31, 2010; and interest
only is payable at the rate of 4.62% per annum until the notes receivable are
due in full on June 1, 2015.  The Company has accrued interest
receivable from the four affiliates of $43,333 at September 30,
2008.





Notes payable – stockholders
- $17,300


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





Purchase of Orange County,
California title plant


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





Due to related party -
$225,573


During
the nine months ended September 30, 2008, the Company received advances from
CCTC in the net amount of $311,890 which repaid the $103,595 which the Company
had advanced to CCTC at December 31, 2007 and left the Company owing CCTC
$208,295 at September 30, 2008.  ESCROW also owes a CCTC $17,278 at
September 30, 2008.





Management
agreements


TEAM
entered into management agreements with CCTC and First Southwest Title Company,
which are title companies with operations in Southern California, to manage all
of their operations.  TEAM provides management, title plant and
production services, customer service, sales and marketing support, HR
administration, IT administration and accounting services to both companies in
exchange for monthly management fees plus a share of net profits, determined
quarterly.  TEAM first recognized revenue in the first quarter of 2008
from First Southwest and began receiving revenue in the second quarter from
CCTC.  The Company has recorded $282,720 on its management agreement
with First Southwest Title and $525,445 on its management agreement with CCTC
during the nine months ended September 30, 2008.





The
Company recorded a reserve of $160,460 against the receivable from First
Southwest Title Company.


17
 Table of Contents
 
 NOTE
      8:
              COMMITMENTS AND
CONTINGENCIES


Exit and termination of
lease


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




2008
      (three months)
                      
                      $
                      34,7702009
                      
                      
                      117,420Total
                      
                      
                      152,190Current
      portion
                      
                      
                      140,448Non-current
      portion
                      
                      $
                      11,742




During
2007, the Company consolidated facilities and exited certain leases to reduce
expenses as a result of a change in the business environment.  As a
result, ESCROW closed its office and began leasing space from an affiliated
company on a monthly basis.  On February 6, 2008, ESCROW subleased
this office to a third party for the remainder of the lease.  As of
December 31, 2007, ESCROW recognized the lease commitment for the closed office
as an accrued expense in the amount of $253,764; recognized a sublease rent
receivable in the amount of $168,387; and charged the difference of $85,376 to
loss from discontinued operations.  During the nine months ended
September 30, 2008, $101,574 was paid on the lease commitment.





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


NOTE
      9:
              TEAM
      NATION INVESTMENT GROUP, LLC
  On May
20, 2008, TEAM entered into an operating agreement relating to TEAM Nation
Investment Group, LLC (“INVESTMENT”) in which it is a 50%
owner.  INVESTMENT’s core business is the generation of private
placement funds for investment into distressed assets, particularly performing
mortgage backed securities rated BBB (institutional grade) or
better.  INVESTMENT is responsible for analyzing over 100 bonds
submitted to it daily from troubled institutions and banks.  From
these bonds INVESTMENT selects those bonds which meet its investment
criteria.  INVESTMENT expects to have available new capital of
approximately $2,000,000 per month to use for investment.  TEAM will
be involved in marketing INVESTMENT and its partner will be involved in managing
its day-to-day operations.  At September 30, 2008, INVESTMENT was
primarily in the development stage with no appreciable investment capital
received.  Delays are mainly attributable to the reluctance of
investors to make investments in the current credit and investment
environment.
    18
 Table of Contents
 Item2:
                  Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations


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





FINANCIAL
CONDITION AND GOING CONCERN





The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern.  TEAM commenced limited operations in
February 2007 and began full business operations in May 2007.  As
discussed in the Notes to the Condensed Consolidated Financial Statements,
SUNCROSS acquired HOLDING on June 17, 2008, and the financial statements prior
to that date are those of HOLDING.  The Company at September 30, 2008
has negative working capital of $3,635,864.  Management believes that
operating in a public company will allow them more flexibility in raising the
capital necessary to develop the Company’s business plan.





The
Company has not established sources of revenue to fund the development of
business, projected operating expenses and commitments for the next twelve
months.  Management believes its business as a management and service
company specializing in distressed asset acquisition, fund management,
management solutions for title companies and title production services will be
sufficient to fund projected operating expenses and commitments by the end of
2009 and that private placements of common stock and loans will be sufficient to
meet operating requirements until the business can provide positive cash
flow.  However the Company is highly leveraged and has 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
the Company’s current business plan.  See Note 1 to the condensed
consolidated financial statements.





During
the three months ended September 30, 2008, the Company 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.




19
 Table of Contents




RESULTS
OF OPERATIONS





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




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




Investment Fund Management:TEAM’s core business is the generation of private placement funds for
investment into distressed assets, particularly performing mortgage-backed
securities rated BBB (institutional investment grade) or better.  TEAM and
its partner ABS Investment Group (“ABSIG”) are responsible for analyzing over
100 bonds submitted to it daily from troubled institutions and banks. 
After applying 5 layers of analysis we select only the best bonds that we
anticipate will generate the greatest rate of return for TEAM and its
investors.  With a capital raise of 2 million monthly and a goal to move to
10 million monthly, TEAM expects to manage over 200 million in private
investments by December of 2009.  The current investment environment
has delayed receiving any substantial investments.




Management and Production
Services:TEAM currently holds contracts to manage all operations
of two emerging title companies operating in Southern California.  TEAM
provides management, title plant and production services, customer service,
sales and marketing support, HR administration, IT administration and accounting
services to both companies in exchange for fees and a percentage of net profits
of the operations.  Under the management of TEAM both companies have grown
significantly, increasing their gross revenue tenfold and collapsing expenses
through shared resources to significantly impact the bottom
line.





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





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




20
 Table of Contents




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





Comparison
of Three Months Ended September 30, 2008 and 2007





Revenues





During
the three months ended September 30, 2008, the Company had revenues from
continuing operations of $492,720, as compared to $78,400 during the prior year
period.  Current operations are principally from the contracts
discussed in Note 7.





Costs
and expenses





Selling,
general and administrative expense amounted to $685,423 in 2008 as compared to
$49,924 in the year earlier period.  The increase is primarily from
operating two management contracts for the full three months in 2008 as compared
to limited operations in 2007.





Bad debt
expense amounted to $160,460 in 2008 as a result of an allowance recorded for a
portion of one of the Company’s management contracts.





Interest
expense increased from $41,058 in 2007 to $71,319 in 2008, primarily as a result
of the increased debt level.





Comparison
of Nine Months Ended September 30, 2008 and the period from inception (February
1, 2007) to September 30, 2007





Revenues





During
the nine months ended September 30, 2008, the Company had revenues from
continuing operations of $808,165, as compared to $90,400 during the prior year
period.  Current operations are principally from the contracts
discussed in Note 7.




21
 Table of Contents




Costs
and expenses





Selling,
general and administrative expense amounted to $969,847 in 2008 as compared to
$254,484 in the year earlier period.  The Company had reduced costs in
the first quarter of 2008 pending completion of the transaction between TEAM and
HOLDING.  Additionally, the management contracts have expanded
resulting in higher costs.





Bad debt
expense amounted to $160,460 in 2008 as a result of an allowance recorded for a
portion of one of the Company’s management contracts.





Interest
expense increased from $98,340 in 2007 to $222,203 in 2008, primarily as a
result of the increased debt level plus the debt being outstanding for nine
months in 2008 as compared to approximately five months in 2007.





Item3:
            Quantitative
      and Qualitative Disclosures About Market
Risk





Not
applicable.




Item 4T:
              Controls
      and Procedures
 (a) Evaluation of Disclosure
Controls and Procedures





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





(b)  Changes in
Internal Controls





There
have been no significant changes in internal controls or in other factors that
could significantly affect these controls during the quarter ended September 30,
2008, including any corrective actions with regard to significant deficiencies
and material weaknesses.




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PART
II—OTHER INFORMATION




Item1:
            Legal
      proceedings




Not
applicable.




Item1A:
            Risk
      factors


Not
applicable.




Item2:
            Unregistered
      sales of equity securities and use of
proceeds





During
the three months ended September 30, 2008, we sold 597,643 shares of our
restricted common stock for total consideration of $543,476 in
cash.





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





Item3:
            Defaults
      upon senior securities


None.




Item4:
            Submission
      of matters to a vote of security
holders


Not
applicable.




Item5:
            Other
      information


None.


Item6 :
              Exhibits
 (a)
Exhibits—


ExhibitNumber
                
                Description31.1
                
                Certification of CEO pursuant to 18 U.S.C. Section 1350
      Section
      302 of the Sarbanes-Oxley Act of 200231.2
                
                Certification of CFO pursuant to 18 U.S.C. Section 1350
      Section
      302 of the Sarbanes-Oxley Act of 200232.1
                
                Certification of CEO pursuant to 18 U.S.C. Section 1350
      Section
      906 of the Sarbanes-Oxley Act of 200232.2
                
                Certification of CFO pursuant
      to 18 U.S.C. Section 1350 Section
      906 of the Sarbanes-Oxley Act of
  2002


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SIGNATURES




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




TEAM
      NATION HOLDINGS COPRORATIONDate:
      November 19, 2008
                By:
                /s/ Dennis R.
      DuffyDennis
      R. DuffyChief
      Executive Officer
                  (Principal
      Executive Officer)








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