# UNITED STATES
                                    SECURITIES AND EXCHANGE COMMISSION
                                          Washington D.C. 20549

# FORM 10-K

(Mark One)

|x | ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008 OR
|- | -----------------------------------------------------------------------------------------------------------------------------------

|o | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE TRANSITION PERIOD FROM ___________ TO ______________
|- | -----------------------------------------------------------------------------------------------------------------------------------------------

# Commission file
number: 333-144597

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

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

|4667 MacArthur Boulevard, Suite 150, Newport Beach, CA 92660
|------------------------------------------------------------
|(Address of principal executive offices) (Zip Code)         

Issuer's telephone
number: 949 885 9892

Securities Registered
Under Section 12(b) of the Exchange Act:   None

Securities Registered
Under Section 12(g) of the Exchange Act:   None

(Title of class)

Indicate by check mark if the
registrant is well-known seasoned issuer, as defined in Rule 405 of the Securities Act   
Yes o    No x

Indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.  
Yes o    No x

Check whether the issuer (1) filed
all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 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 has submitted electronically and posted on its corporate Web site, if any,
every Interactive Data File required to be submitted and posted pursuant to Rule 405 of
Regulation S-T (§ 229.405 of this chapter) during the preceeding 12 months (or for
such shorter period that the registrant was required to submit and post such files).
  
Yes o    No o

Check if there is no disclosure of
delinquent filers in response to Item 405 of Regulation S-K contained in this form, and no
disclosure will be contained, to the best of the issuers knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this Form 10-K or
any amendment to this Form 10-K.  o

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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                
Non-accelerated filer o  (Do not check if smaller reporting company) | Accelerated filer o
Smaller reporting company  x

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

State the aggregate market value of
the voting and non-voting common equity held by non-affiliates computed by reference to
the price at which the common equity was last sold, or the average bid and asked price of
such common equity, as of the last business day of the registrants most recently
completed second fiscal quarter: (23,450,999 shares) based on the average bid and asked
price as of June 30, 2008:  There was no market for the common stocks of June 30, 2008.

State the number of shares
outstanding of each of the issuers classes of common equity, as of the latest
practicable date: 48,450,999 shares of Common Stock as of May 4, 2009.

Documents Incorporated by
Reference: None

NOTE REGARDING FORWARD
LOOKING STATEMENTS

This Form 10-K and the documents we
incorporate by reference contain certain forward-looking statements that involve a number
of risks and uncertainties. These statements include changes in national and regional
housing demand and values, the levels of interest and inflation rates, the availability
and cost of mortgage loans, employment trends, default rates on mortgage loans, those
factors listed under the caption Risk Factors and other factors set forth
elsewhere in this Form 10-K. These statements, in addition to statements made in
conjunction with the words expect, anticipate, intend,
plan, believe, seek, estimate, and similar
expressions, are forward-looking statements within the meaning of the Safe Harbor
provision of Section 27A of the Securities Act and Section 21E of the Securities
Exchange Act of 1934, as amended (the Exchange Act). These statements relate
to future events or our future financial performance and only reflect managements
expectations and estimates. The following is a list of factors, among others, that could
cause actual results to differ materially from the forward-looking statements:

| |  | The
costs of producing title evidence are relatively high, while premiums are subject to
regulatory and competitive restraints.
| | - | -------------------------------------------------------------------------------------------------------------------------------

| |  | Real
estate activity levels have historically been cyclical and are influenced by the overall
economy, particularly interest rates.
| | - | -----------------------------------------------------------------------------------------------------------------------------------

| |  | The
title insurance industry may be exposed to substantial claims by large classes of
claimants.
| | - | ------------------------------------------------------------------------------------------------

| |  | The
industry is regulated by state laws that require the maintenance of minimum levels of
capital and surplus and that restrict the amount of dividends that may be paid by our
insurance subsidiary.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We undertake no obligation to update
publicly or revise any forward-looking statements, whether as a result of new information,
future events or otherwise, after the date of this Form 10-K to conform them to actual
results. We do not, nor does any other person, assume responsibility for the accuracy and
completeness of those statements. All of the forward-looking statements are qualified in
their entirety by reference to the factors discussed under the caption Risk
Factors.

We caution the reader that these risk
factors may not be exhaustive. We operate in a continually changing business environment,
and new risk factors emerge from time to time. We cannot predict such new risk factors,
nor can we assess the impact, if any, of such new risk factors on our businesses or the
extent to which any factor or combination of factors may cause actual results to differ
materially from those projected in any forward-looking statements. In light of these
risks, uncertainties and assumptions, the forward-looking statements discussed in this
Form 10-K and the documents we incorporate by reference might not occur.

For these statements, we claim the
protection of the safe harbor for forward-looking statements contained in Section 21E
of the Securities Act.

You should carefully read this Form
10-K and the documents incorporated by reference in their entirety. They contain
information that you should consider when making your investment decision.

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TABLE OF CONTENTS

|           | 
|---------- | 
|
|PART I     | 
|Item 1.    | 
|Item 1A    | 
|Item 1B    | 
|Item 2.    | 
|Item 3.    | 
|Item 4.    | 
|           | 
|PART II    | 
|           | 
|Item 5.    | 
|Item 6.    | 
|Item 7.    | 
|Item 7A.   | 
|Item 8.    | 
|Item 9.    | 
|Item 9A.   | 
|Item 9B.   | 
|           | 
|PART III   | 
|           | 
|Item 10.   | 
|Item 11.   | 
|Item 12.   | 
|Item 13.   | 
|Item 14.   | 
|Item 15.   | 
|           | 
|SIGNATURES | 

2

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ITEM 1  DESCRIPTION
OF BUSINESS

# SUMMARY

We were incorporated as Suncross
Exploration Corporation in Nevada on November 16, 2004. On June 17, 2008, Suncross
Exploration Corporation (Suncross) entered into an Agreement and Plan of
Reorganization dated as of June 17, 2008 relating to the acquisition
(Acquisition) of Team Nation Holding Corporation
(Team).  With the acquisition of Team, Suncross became a company
specializing in title insurance and escrow services through our affiliate title
agency(ies), and the provision of management, production services, HR administration, IT
support, and accounting administration for title insurance companies and related real
estate ventures. Under the terms of the acquisition, Suncross issued 25,000,000 shares
(Suncross Shares) of its restricted common stock to the four (4) shareholders
of Team in exchange for 100% of the issued and outstanding shares of Team. 22,000,000
shares were subsequently transferred to CalCounties Title Nation Company, a California
corporation owned by Dennis R. Duffy-one third; Daniel J. Duffy-one third; and Janis
Okerlund-one-third.

Historically, we also participated in
the management of distressed asset funds specializing in the acquisition of distressed
RMBS, CMBS, CMO, CDO and REO assets. Having found that market to be too volatile, we have
refocused our attention to the title insurance services which are the core of our
business.

Title Insurance Services:   Our services are offered to residential and commercial
customers, independent and affiliated title agencies, and related companies in the real
estate and mortgage lending industries throughout the United States, predominantly in the
State of California. We currently manage the operation of Frist Southwestern Title Company
of California (FSWT) and provide vendor services to CalCounties Title Nation
(CCTN) which collectively operate 2 branch offices and employ approximately
110 individuals located in California. Thorough our affiliates we are also licensed to
issue title insurance policies in Orange and Los Angeles counties, California, and are
applying to expand licensing to encompass all of California and 30 to 40 states
nationally. Through expansion of existing operations, we have achieved substantial growth
during the last year and intend to use strategic licensing and acquisition strategies to
grow exponentially in the coming year.

Our strategy to turn away from the
risk inherent distressed asset market to           focus on our core title services
business has enabled us to:

| |  | expand
our geographic footprint to offer real estate services on a nationwide basis through our
vast referral network;
| | - | ----------------------------------------------------------------------------------------------------------------------

| |  | diversify
our customer base by targeting national real estate lenders and mortgage brokers, in
addition to our traditional focus on real estate agents and regional lenders in the
Southwestern United States;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | serve
as the exclusive provider of settlement and information services in closing a real estate
transaction; and
| | - | ----------------------------------------------------------------------------------------------------------------

| |  | increase
our revenue opportunities for each transaction without significantly increasing our fixed
costs.
| | - | ---------------------------------------------------------------------------------------------------------

# Operating Strategy

We attribute our success to an
operating strategy which emphasizes the following factors:

Commitment to Service.

| |  | We
believe that title insurance policies and escrow functions are generally standardized,
and that the level of service provided is therefore the key differentiating factor among
title industry competitors. We are committed to providing an unparalleled quality of service to our customers, and we emphasize the importance of that culture of service to
all of our employees. Our advanced technology platform facilitates our prompt and
efficient delivery of title and escrow services. Through our commitment to service, we
strive to build lasting and personal relationships with our real estate industry clients.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

3

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Customer and Market Focus.

| |  | Our
services and marketing for our traditional title insurance and escrow segment are
directed primarily to real estate agents and lenders in the residential resale and
refinance sectors of the market, which we believe are less prone to cyclical industry
downturns associated with changing interest rates than the commercial real estate and new
home sectors.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | In
the residential resale market, we focus on establishing relationships with real estate
agents, who typically direct the selection of escrow and title insurance services by
their clients. Although title insurance premiums are typically paid by the buyer or
seller of residential property, depending on local custom, the real estate agent
responsible for the closing generally selects the title agent because of his or her
greater familiarity with service levels. All parties to the home  closing
are concerned with personal time schedules and the costs associated with settlement
delays. We provide title search and escrow services in connection with the resale
transaction, and we arrange for the issuance of owner and lender title insurance policies
at closing either directly as agent for other national title insurers or indirectly
through our referral network via our national coordinators.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | In
the residential refinance market, we actively promote relationships with community banks
and other lenders who refinance existing mortgage loans. Although the borrower pays our
fees, we view these lenders as our customers because they typically direct the selection
of escrow and title insurance by their borrowers. Our services in a refinance transaction
also include title search and escrow services in connection with the refinancing of the
existing mortgage loan, and the issuance of a lender title insurance policy in favor of
the new lender.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Our
lender services are provided and marketed to national lenders and mortgage brokers.
Unlike our traditional title and escrow services, these services are typically offered on
a national scale from centralized processing centers. We believe this approach  allows us
to focus on providing high quality service while managing our costs.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Operating Flexibility.

| |  | The
cyclical nature of the title insurance industry requires us to consistently manage
operating expense levels in response to market fluctuations. Our executives and key
managers have extensive experience in controlling expenses to reflect cyclical industry
movements. We control our most significant cost item, personnel expenses, through use of
temporary personnel and overtime personnel as needed, reduction in staffing levels when
appropriate, and commission and incentive elements of our compensation structure that
vary significantly with changes in our revenue levels. Because the existing cycle has
been a downward one in the industry, we have been able to grow counter-cyclically to
attract key personnel and opportunities from companies that are downsizing significantly
due to market constriction and over burdensome overhead.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | We
also seek to maintain financial and other operating flexibility by controlling other
significant expense items, including contracts for data services for title and property
information, which are structured based on usage; supply costs, which are variable based
on business volume; and provisions for title and escrow losses, which correlate generally
to revenue levels. We also manage our fixed costs such as rent by entering into
relatively short term leases, typically three to five years.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

4

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Experienced Management
Team.

| |  | We
focus on attracting and retaining the highest quality management and operational
personnel available. Our executives and other key managers have an average of over 20
years experience in the title insurance industry, and directly participated in the
successful development and operation of several large regional title agency networks,
major title insurance underwriters and providers of various real estate settlement
services. In addition, our entrepreneurial culture, growth record, incentive compensation
structure and dedication to customer service help us to continually attract top producers
with established client relationships.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Our
operational management is centralized, with our key managers given primary responsibility
for operations in their respective areas of service. Regular meetings of key managers
allows for an exchange if ideas, feedback, suggestions and overall  transparency in the
management team so that management decisions made in one service area are sympathetic to
the needs of the company at large.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Growth Strategies

Our
primary long-term objectives are to become a national provider of title insurance and
integrated real estate services and to maximize our profits throughout different real
estate cycles. Counter-cyclical growth is a primary goal while the economy continues to
struggle, creating opportunities to implement our strategies effectively. To accomplish
our objectives, we are pursuing various growth strategies that include both acquisitions
and organic growth, all of which are designed to broaden our market position and maximize
profitability. Specifically, these strategies include:

Increasing Share of
Existing Markets.

| |  | Our
title and escrow operations are concentrated in Southern California which provides a
particularly strong platform for future growth because Southern California traditionally
ranks high in relation to other states in the rate of new job creation and population
growth. We operate branch offices in two of the largest and most active real estate
markets in the nation: greater Los Angeles and Orange County, California.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | We
intend to expand operations in existing and target markets by continually attracting top
producers and establishing lean marketing branch offices in those markets, while
retaining centralized processing. Unlike competitors who expand physical operations,
including title production, customer service and property information services into each
location, we believe that adding revenue without corresponding increases in fixed
operational costs should significantly improve our operating margins in those markets.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Expanding Geographically.

| |  | From
our base in the southland, we intend to expand licensing to cover all of California and
add licensing throughout the nation to enable our entry into desirable markets.
Traditional expansion strategies include replicating operations in every market but our
strategy relies heavily on centralization of core services from production and customer
service to IT administration and accounting support. By using our management services
business model we can focus on marketing and revenue strategies in the new marketplace
while continuing to increase efficiency by centralizing repetitive services. We will
entertain regional offices or strategic acquisitions in target markets as well to augment
our growth strategy and ensure we grow with focus and minimal operating expense. we do
not currently serve to build a national presence with branch operations in states with
either high growth or in which major population centers exist.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

5

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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.

Team currently manages and provides
vendor services to First Southwestern Title Company of California (FSWT), an
underwritten title agent licensed by the Department of Insurance of California and doing
business in 11 California counties. First Southwestern produces title evidence and issues
policies of Transunion Title Insurance Company through is underwriting agreement, arrange
for FSWT by Team. In 2008 and into 2009, Team has strategically reduced the expenses of
FSWTs operations and streamlined its marketing efforts to keep the financially
troubled company out of bankruptcy. FSWT is now poised for alliance with an operating
partner to grow the brand and increase revenues significantly in 2009. There are currently
bidders seeking to acquire FSWT and Team expects to announce and alliance or sale within
the upcoming 180 days.

Team also currently provides vendors
services to CalCounties Title Nation Company (CCTN). During 2008, Team
actively managed the entire operations of CCTN, growing its revenues from $3,266,878 in
2007 to $6,478874 in 2008, a growth of 98%. Relinquishing it role as manager in January of
2009, Team secured a five year vendor services agreement to continue providing core
services including production, IT, HR, Accounting and consulting for CCTN, which is on
track to exceed $14,000,000 in gross revenue for 2009.

Escrow Operations:  Team
wholly owns Escrow Nation, a California corporation licensed to transact escrow business
by the California Department of Corporations.  Escrow Nation is currently inactive,
but available as a tool as the market presents revenue opportunities. Escrow Nation 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 Nation will grow in concert and will allow Team to capture
additional revenue from its core operations.

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

Acquisition strategy:  Team is committed to finding, analyzing and acquiring failing real estate companies,
particularly title agencies, title insurance companies licensed both in California and
throughout the United States, 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 currently has exclusive rights to purchase an agency in Southern
California. Team is also in negotiations to acquire a title insurance underwriter and a
potential join venture with two companies situated outside of California.

# Competition

The title insurance and real estate
settlement services business is highly competitive. We believe that quality and timeliness
of service are the key competitive factors in the industry because parties to a real
estate transaction are usually concerned with time schedules and costs associated with
delays in the closing of transactions. Other competitive factors in the title and escrow
business include pricing and the financial strength of the title insurance underwriter.

Companies
with significant market share in the local and regional markets in which we compete
include First American, Fidelity National Title, Chicago Title and Ticor Title. The number
and size of competing companies varies in different geographic markets and has
significantly diminished in the last 18 months due to market contraction. In those markets
where we operate and intend to operate, we will face competition from other independent
agencies although several competitor agencies have discontinued service, sold to other
underwriters or gone out of business since the end of 2006. Major national insurance
underwriters, many of which have financial and other resources significantly greater than
ours are the largest competitor but, we believe that we can effectively compete against
these larger competitors in the markets that we serve. We believe that our level of
service and our nimble operating structure are the principal differentiating factors which
have enabled us to compete effectively with our competitors, even in the challenging
industry market conditions we face.

The
principal competitors for our vendor services are title companies such as First American
and Fidelity National Title, both of which primarily outsource their title production and
customer service functions to overseas operations. We believe our commitment to customer
service and consistent performance are more valuable to our vendor services clients and
the ability to centralize locally has enabled us to significantly reduce expenses for our
clients and managed companies and will continue to do so without the need to send our
production services overseas.

# Employees

As
of April 30, 2009, we had a total of 31 direct employees. Our managed companies had a
total of 77 employees at April 30, 2008. We believe our relations with our employees are
excellent.

6

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# Item 1A Risk Factors

The risk factors listed in this
section and other factors noted herein or incorporated by reference could cause our actual
results to differ materially from those contained in any forward-looking statements. The
following risk factors, in addition to the information discussed elsewhere herein, should
be carefully considered in evaluating us and our business:

The demand for our title insurance
and related services is highly dependent upon the volume of real estate transactions and
other general economic conditions, and our future revenues and profits may decline as
interest rates stabilize or rise.

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

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

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

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

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

# The title insurance
industry experiences seasonal fluctuations.

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

Our business is highly competitive
and increased competition could reduce our revenues and profitability.

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

7

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

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

We may encounter difficulties
managing and integrating our acquisitions.

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

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

| |  | to
retain key personnel of the acquired businesses;
| | - | ---------------------------------------------------

| |  | to
maintain the customers and goodwill of the acquired businesses;
| | - | ------------------------------------------------------------------

| |  | manage
any unexpected costs or unforeseen liabilities associated with the acquired businesses;
and
| | - | --------------------------------------------------------------------------------------------------

| |  | to
expand our financial and management controls and reporting systems and procedures.
| | - | -------------------------------------------------------------------------------------

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

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

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

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

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

8

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Our insurance agency is subject to
substantial government regulation.

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

| |  | approval
of premium rates for insurance;
| | - | ----------------------------------------

| |  | standards
of solvency and minimum amounts of statutory capital surplus that must be maintained;
| | - | -----------------------------------------------------------------------------------------------

| |  | limitations
on types and amounts of investments;
| | - | ------------------------------------------------

| |  | establishing
reserves, including statutory premium reserves, for losses and loss adjustment expenses;
| | - | -----------------------------------------------------------------------------------------------------

| |  | regulation
of dividend payments and other transactions between affiliates;
| | - | --------------------------------------------------------------------------

| |  | prior
approval of the acquisition and control of an insurance company or of any company
controlling an insurance company;
| | - | -------------------------------------------------------------------------------------------------------------------------

| |  | licensing
of insurers and agents;
| | - | ---------------------------------

| |  | regulation
of reinsurance;
| | - | --------------------------

| |  | restrictions
on the size of risks that may be insured by a single company;
| | - | --------------------------------------------------------------------------

| |  | regulation
of underwriting and marketing practices;
| | - | ---------------------------------------------------

| |  | deposits
of securities for the benefit of policyholders;
| | - | --------------------------------------------------------

| |  | approval
of policy forms;
| | - | -------------------------

| |  | methods
of accounting; and
| | - | --------------------------

| |  | filing
of annual and other reports with respect to financial condition and other matters.
| | - | -----------------------------------------------------------------------------------------

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

9

---



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

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

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

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

| |  | actual
or anticipated fluctuations in our annual and quarterly results of operations;
| | - | -------------------------------------------------------------------------------------

| |  | changes
in securities analysts' expectations;
| | - | ---------------------------------------------

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

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

| |  | conditions
and trends in the title insurance and real estate business;
| | - | ----------------------------------------------------------------------

| |  | general
market, economic, industry and political conditions;
| | - | ------------------------------------------------------------

| |  | changes
in market values of comparable companies;
| | - | -------------------------------------------------

| |  | additions
or departures of key personnel;
| | - | -----------------------------------------

| |  | stock
market price and volume fluctuations attributable to inconsistent trading volume levels;
and
| | - | --------------------------------------------------------------------------------------------------

| |  | future
sales of equity or debt securities, including sales which dilute existing investors.
| | - | -------------------------------------------------------------------------------------------

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

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

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

10

---



# ITEM 1B Unresolved Staff
Comments

As a smaller reporting Company, the
Company is not required to include this Item.

ITEM 2  DESCRIPTION OF
PROPERTIES

We
conduct our title insurance business operations in leased office space. We currently
lease branch offices in Newport Beach and Pasadena, California. Our branch office leases
generally provide for initial terms ranging from three to five years, and our current
leases run from 18 to 36 months. We believe that the use of short-term office leases
enhances our operating flexibility, which is particularly important because of the
cyclical nature of the real estate industry.

We
occupy a leased facility of approximately 4,500 square feet in Newport Beach, California,
in which our executive offices are located. We sublease 2000 square feet of the space to
CCTN, which houses a title and escrow unit in the facility.

In
Pasadena, California, we sublease approximately 2400 square feet in which is located our
title plant and production services, customer service, and one executive office.

We
are committed to a sublease of a 7500 square foot in our former location in Irvine,
California from which we recently vacated. The lease commitment runs to May 2010 and we
are actively attempting to sublease the space to mitigate the current obligation.

We
have leases on various storage facilities throughout the southland that house our extra
furniture, equipment, secure file storage and miscellaneous items.

See
Notes to our consolidated financial statements for additional information relating to our
lease commitments.

We
believe that our facilities are adequate to meet our current needs and that additional
facilities are available to meet our development and expansion needs in existing and
projected target markets.

# ITEM 3  LEGAL
PROCEEDINGS

In
the ordinary course of business, our insurance agency(ies) are subject to claims and are
named as defendants in litigation relating to policies of insurance or other related
services performed on behalf of insured policyholders and other customers. While the
results of insurance claims and litigation cannot be predicted with certainty, management
believes, based on the advice of legal counsel, that the final outcome of such lawsuits
and claims will not have a material adverse effect on our financial position, results of
operations, or liquidity.

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

ITEM 4  SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

11

---



PART II

ITEM 5  MARKET FOR REGISTRANT'S
COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

(a)       
          The Registrants common stock is traded in the over-the-counter market
          under the symbol TEMN (OTC Bulletin Board Symbol) and has traded under the
          Symbol since July 7, 2008. Prior to this date and the reorganization with
          Suncross Exploration, the companys common stock had the symbol SCXC though
          was not quoted by any market maker and no trade data is available. The table
          below sets forth the high and low bid prices of the Registrants common
          stock for the periods indicated. Such prices are inter-dealer prices, without
          mark-up, mark-down or commissions and do not necessarily represent actual sales.

|Period Ending |  | HighBid |  | LowBid |  | HighAsk |      | LowAsk | 
|------------- |  | ------- |  | ------ |  | ------- | ---- | ------ | 
|
|              |  |         |  |        |  |         |      |        | 
|12/31/2008    |  |         |  | 13.00  |  |         | 1.55 |        | 
|09/30/2008    |  |         |  | 11.05  |  |         | 0.25 |        | 
|06/30/2008    |  |         |  |       |  |         |     |        | 
|03/31/2008    |  |         |  |       |  |         |     |        | 

(b)       
          As of December 31, 2008, there were 218 shareholders of record of the
          Registrants common stock.

(c)       
          The Registrant has neither declared nor paid any cash dividends on its common
          stock, and it is not anticipated that any such dividend will be declared or paid
          in the foreseeable future.

Effective
August 11, 1993, the Securities and Exchange Commission (the Commission)
adopted Rule 15g-9, which established the definition of a penny stock, for
purposes relevant to the Company, as any equity security that has a market price of less
than $5.00 per share or with an exercise price of less than $5.00 per share, subject to
certain exceptions. For any transaction involving a penny stock, unless exempt, the rules
require: (i) that a broker or dealer approve a persons account for transactions in
penny stocks; and (ii) that the broker or dealer receive from the investor a written
agreement to the transaction, setting forth the identity and quantity of the penny stock
to be purchased. In order to approve a persons account for transactions in penny
stocks, the broker or dealer must (i) obtain financial information and investment
experience and objectives of the person; and (ii) make a reasonable determination that the
transactions in penny stocks are suitable for that person and that person has sufficient
knowledge and experience in financial matters to be capable of evaluating the risks of
transactions in penny stocks. The broker or dealer must also deliver, prior to any
transaction in a penny stock, a disclosure schedule prepared by the Commission relating to
the penny stock market, which, in highlight form,(i)sets forth the basis on which the
broker or dealer made the suitability determination; and (ii) states that the broker or
dealer received a signed, written agreement from the investor prior to the transaction.
Disclosure also has to be made about the risks of investing in penny stock in both public
offerings and in secondary trading, and about commissions payable to both the
broker-dealer and the registered representative, current quotations for the securities and
the rights and remedies available to an investor in cases of fraud in penny stock
transactions. Finally, monthly statements have to be sent disclosing recent price
information for the penny stock held in the account and information on the limited market
in penny stocks.

Equity Compensation Plan
Information

The Company does not currently have
any Equity Compensation Plans in effect.

Dividends

The Company has not paid any
dividends to date, and has no plans to do so in the immediate future.

ITEM 6  SELECTED
FINANCIAL DATA

As a smaller reporting Company, the
Company is not required to include this Item.

12

---



ITEM 7  MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Item 6:    Management's
Discussion and Analysis of Financial Condition and Results of Operations

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

# LIQUIDITY, FINANCIAL
CONDITION AND GOING CONCERN

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

At December 31, 2008 we had negative
working capital of $4,232,832and incurred a loss of $1,569,570 for the year then ended.
Our operations do not currently provide sufficient cash flow to meet our obligations. We
believe that our operations during 2009 will provide positive cash flow and that we will
be able to restructure or meet our obligations as they become due. However our company is
highly leveraged and we have approximately $3.4 million in debt which is in default, so
there can be no assurance that revenues from operations and/or common stock sales will be
sufficient to fund our current business plan.

During the year ended December 31,
2008, we sold 597,643 shares of its restricted common stock for $543,476 in cash and
collected $20,568 on its stock subscriptions receivable.

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

13

---



# RESULTS OF OPERATIONS

Comparison of Year Ended December
31, 2008 to the eleven month period ended December 31, 2007

# Revenues

Our revenue during the year ended
December 31, 2008 totaled $1,600,895 compared to $169,910 during the prior period. Our
2008 revenue included management fees of $400,895 from a title company with whom we
severed relations in January 2009. The balance of our management fee revenue was generated
through a contract with a title company owned by our officers and directors.

# Costs and expenses

Selling, general and administrative
expense amounted to $2,211,991 in 2008 as compared to $294,326 in the prior
period.  The increase is primarily from operating two management contracts for
the full year in 2008 as compared to limited operations in 2007.

Title plant activities commenced in
2008.

Bad debt expense amounted to $588,300
in 2008 as a result of an allowance recorded for a portion of one of the Companys
management contracts.

Interest expense increased from
$199,672 in 2007 to $255,877 in 2008, primarily as a result of the increased debt level.

Interest income increased as a result
of our restricted cash balances for a full year in 2008 compared to a short period in the
prior year.

OFF-BALANCE SHEET
ARRANGEMENTS

We had no off balance sheet
arrangements.

ITEM 8- FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA

The response to this item is
submitted as a separate section of this report beginning on page F-1.

14

---



|                                                           
|-----------------------------------------------------------
|Team Nation Holdings Corporation                           
|Index to the Consolidated Financial
  Statements           
|As of December 31,
  2008 and 2007 and                     
|For the Year Ended
  December 31, 2008 and the Eleven Month
|Period Ended
  December 31, 2007                           
|                                                           

|                                                                                                                       |  |    
|---------------------------------------------------------------------------------------------------------------------- |  | ---
|Report of the Registered Independent Public
  Accounting Firm                                                          |  | F-2
|                                                                                                                       |  |    
|Report of the Registered Independent Public
  Accounting Firm                                                          |  | F-3
|                                                                                                                       |  |    
|Financial Statements of Team Nation
  Holdings Corp:                                                                   |  |    
|                                                                                                                       |  |    
|Balance Sheets as of December 31, 2008 and
  2007                                                                      |  | F-4
|                                                                                                                       |  |    
|Statements of Operations for the Year Ended
  December 31, 2008 and the Eleven Month Period Ended December 31, 2007    |  | F-5
|                                                                                                                       |  |    
|Statements of Shareholders for the Year
  Ended December 31, 2008 and the Eleven Month Period Ended December 31, 2007 |  | F-6
|                                                                                                                       |  |    
|Statements of Cash Flows for the Year Ended
  December 31, 2008 and the Eleven Month Period Ended December 31, 2007    |  | F-7
|                                                                                                                       |  |    
|Notes to Financial Statements                                                                                          |  | F-9

F-1




MOORE & ASSOCIATES,
CHARTERED
ACCOUNTANTS AND ADVISORS
PCAOB REGISTERED

REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Team Nation Holdings Corporation and Subsidiaries
(Formerly Real Estate Services Holding, Inc.)

We have audited the
accompanying consolidated balance sheet of Team Nation Holdings Corporation and
Subsidiaries (formerly Real Estate Services Holding, Inc.) as of December 31,
2007, and the related consolidated statements of operations, stockholders
equity and cash flows from inception of operations on February 1, 2007 through
December 31, 2007. These financial statements are the responsibility of the
Companys management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in
accordance with standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Team Nation Holdings Corporation and Subsidiaries (formerly Real Estate Services
Holding, Inc.) as of December 31, 2007, and the related consolidated statements
of operations, stockholders equity and cash flows from inception of
operations on February 1, 2007 through December 31, 2007, in conformity with
accounting principles generally accepted in the United States of
America.

The accompanying financial
statements have been prepared assuming that the Company will continue as a
going concern. As discussed in Note 9 to the consolidated financial statements,
the Company had negative working capital of $1,307,513 and had a deficit in
stockholders equity of $649,841, which raises substantial doubt about its
ability to continue as a going concern. Managements plans concerning these
matters are also described in Note 9. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

/s/ Moore & Associates,
Chartered

Moore & Associates
Chartered
Las Vegas, Nevada
June 18, 2008

6490 West Desert Inn Road, Las Vegas, NV 89146 (702) 253-7499 Fax (702) 253-7501

F-2




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

Board of Directors and Stockholders
Team Nation Holdings Corporation

We have audited the
accompanying consolidated balance sheet of Team Nation Holdings Corporation as
of December 31, 2008, and the related consolidated statements of operations,
shareholders deficit, and cash flows for the year then ended. These
consolidated financial statements are the responsibility of the entitys
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audit.

We conducted our audits in
accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the consolidated financial statements
are free of material misstatement. The Company is not required to have, nor
were we engaged to perform, an audit of its internal control over financial
reporting. Our audit included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Companys internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a
test basis, evidence supporting the amounts and disclosures in the consolidated
financial statements, assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the
consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Team Nation Holdings Corporation
as of December 31, 2008, and the results of its operations and its cash flows
for the year then ended in conformity with accounting principles generally
accepted in the United States of America.

The accompanying
consolidated financial statements have been prepared assuming that the entity
will continue as a going concern. As discussed in Note 8 to the financial
statements, the entity has suffered recurring losses from operations and a net
capital deficiency that raise substantial doubt about its ability to continue
as a going concern. Managements plans in regard to these matters are also
described in Note 8. The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

/s/ Kelly & Company
Kelly & Company
Certified Public Accountants
May 1, 2009

F-3




|                                  
|----------------------------------
|Team Nation Holdings Corporation  
|Consolidated Balance Sheets       
|                                  
|As of December 31,
  2008 and 2007
|                                  

|                                                                                                                                        |  |      |            |      |   |           |  
|--------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ---------- | ---- | - | --------- | -
|                                                                                                                                        |  | 2008 |            | 2007 |  
|                                                                                                                                        |  |      |            |      |  
|ASSETS                                                                                                                                  |  |      |            |      |   |           |  
|Current assets:                                                                                                                         |  |      |            |      |   |           |  
|Cash and cash equivalents                                                                                                               |  | $    | 4,296      |      | $ | 4,584     |  
|Restricted cash                                                                                                                         |  |      | 104,072    |      |   | 100,000   |  
|Accounts receivable - trade, net of allowance for
doubtful accounts
  of $400,800 and $0 as of December 31, 2008 and 2007, respectively |  |      | 11,040     |      |   | 55,510    |  
|Other receivables, net of uncollectible accounts of
$187,500 at December
  31, 2008                                                     |  |      |           |      |   |          |  
|Due from affiliates                                                                                                                     |  |      |           |      |   | 104,060   |  
|Current assets of discontinued operations                                                                                               |  |      | 87,000     |      |   | 113,701   |  
|                                                                                                                                        |  |      |            |      |   |           |  
|Total current assets                                                                                                                    |  |      | 206,408    |      |   | 377,855   |  
|Notes receivable - related party                                                                                                        |  |      | 2,215,467  |      |   | 2,641,728 |  
|Title plant                                                                                                                             |  |      | 710,000    |      |   | 626,133   |  
|Deposits                                                                                                                                |  |      | 500        |      |   |          |  
|Long term assets of discontinued operations                                                                                             |  |      | 14,596     |      |   | 111,313   |  
|                                                                                                                                        |  |      |            |      |   |           |  
|Total assets                                                                                                                            |  | $    | 3,146,971  |      | $ | 3,757,029 |  
|                                                                                                                                        |  |      |            |      |   |           |  
|LIABILITIES AND SHAREHOLDERS DEFICIT                                                                                                   |  |      |            |      |   |           |  
|Current liabilities:                                                                                                                    |  |      |            |      |   |           |  
|Notes payable in default                                                                                                                |  |      | 3,381,292  |      |   | 3,647,151 |  
|Accounts payable - trade                                                                                                                |  | $    | 396,408    |      | $ | 32,210    |  
|Related party payable                                                                                                                   |  |      | 332,177    |      |   | 426,133   |  
|Accrued liabilities                                                                                                                     |  |      | 126,580    |      |   |          |  
|Notes payable - related party, current
portion                                                                                          |  |      | 13,958     |      |   |          |  
|Current liabilities of discontinued
operations                                                                                          |  |      | 188,825    |      |   | 158,504   |  
|                                                                                                                                        |  |      |            |      |   |           |  
|Total current liabilities                                                                                                               |  |      | 4,439,240  |      |   | 4,263,998 |  
|Long term liabilities of discontinued operations                                                                                        |  |      | 17,300     |      |   | 142,872   |  
|                                                                                                                                        |  |      |            |      |   |           |  
|Total liabilities                                                                                                                       |  |      | 4,456,540  |      |   | 4,406,870 |  
|                                                                                                                                        |  |      |            |      |   |           |  
|Commitments and contingencies                                                                                                           |  |      |            |      |   |           |  
|Shareholders deficit:                                                                                                                  |  |      |            |      |   |           |  
|Preferred stock ($0.001 stated value, 50,000,000
shares authorized
  and zero outstanding)                                              |  |      |           |      |   |          |  
|Common stock ($0.001 stated value, 1,000,000,000 shares authorized,
47,191,894 and 25,000,000 shares issued and outstanding)            |  |      | 47,192     |      |   | 25,000    |  
|Additional paid-in capital                                                                                                              |  |      | 1,138,946  |      |   | 88,212    |  
|Stock subscription receivable                                                                                                           |  |      | (163,084   | )    |   |          |  
|Accumulated deficit                                                                                                                     |  |      | (2,332,623 | )    |   | (763,053  | )
|                                                                                                                                        |  |      |            |      |   |           |  
|Total shareholders deficit                                                                                                             |  |      | (1,309,569 | )    |   | (649,841  | )
|                                                                                                                                        |  |      |            |      |   |           |  
|Total liabilities and shareholders deficit                                                                                             |  | $    | 3,146,971  |      | $ | 3,757,029 |  
|                                                                                                                                        |  |      |            |      |   |           |  

The accompanying notes are an integral part
of the financial statements

F-4




|                                                           
|-----------------------------------------------------------
|Team Nation Holdings Corporation                           
|Consolidated Statements of Operations                      
|For the Year Ended
  December 31, 2008 and the Eleven Month
|Period Ended
  December 31, 2007                           
|                                                           

|                                                                  |  |      |            |      |   |            |  
|----------------------------------------------------------------- |  | ---- | ---------- | ---- | - | ---------- | -
|                                                                  |  | 2008 |            | 2007 |  
|                                                                  |  |      |            |      |  
|Management fees                                                   |  | $    | 400,895    |      | $ | 99,500     |  
|Management fees - related party                                   |  |      | 1,200,000  |      |   | 70,410     |  
|                                                                  |  |      |            |      |   |            |  
|Total revenue                                                     |  |      | 1,600,895  |      |   | 169,910    |  
|                                                                  |  |      |            |      |   |            |  
|Operating expenses:                                               |  |      |            |      |   |            |  
|Title plant fees                                                  |  |      | 94,050     |      |   |           |  
|Selling and general and administrative                            |  |      | 2,211,991  |      |   | 294,326    |  
|Bad debt expense                                                  |  |      | 588,300    |      |   |           |  
|                                                                  |  |      |            |      |   |            |  
|Total operating expenses                                          |  |      | 2,894,341  |      |   | 294,326    |  
|                                                                  |  |      |            |      |   |            |  
|Loss from continuing operations                                   |  |      | (1,293,446 | )    |   | (124,416   | )
|Other income (expenses):                                          |  |      |            |      |   |            |  
|Interest income                                                   |  |      | 51,777     |      |   | 5,094      |  
|Interest expense                                                  |  |      | (255,877   | )    |   | (199,672   | )
|                                                                  |  |      |            |      |   |            |  
|Loss from continuing operations before provision for income
taxes |  |      | (1,497,546 | )    |   | (318,994   | )
|Provision for income taxes                                        |  |      | 2,400      |      |   |           |  
|                                                                  |  |      |            |      |   |            |  
|Net loss from continuing operations                               |  |      | (1,499,946 | )    |   | (318,994   | )
|                                                                  |  |      |            |      |   |            |  
|Loss from discontinued operations                                 |  |      | (69,624    | )    |   | (444,059   | )
|                                                                  |  |      |            |      |   |            |  
|Net loss                                                          |  | $    | (1,569,570 | )    | $ | (763,053   | )
|                                                                  |  |      |            |      |   |            |  
|Loss per share - basic and diluted                                |  | $    | (0.04      | )    | $ | 0.00       |  
|                                                                  |  |      |            |      |   |            |  
|Weighted average shares outstanding                               |  |      | 38,436,064 |      |   | 25,000,000 |  
|                                                                  |  |      |            |      |   |            |  

The accompanying notes are an integral part
of the financial statements

F-5




|                                                           
|-----------------------------------------------------------
|Team Nation Holdings Corporation                           
|Consolidated Statements of Shareholder's
  Deficit         
|For the Year Ended
  December 31, 2008 and the Eleven Month
|Period Ended
  December 31, 2007                           
|                                                           

|                                                                           |  |                 |            |                |   |                                |   |                              |           |                    |   |          |   |   |            |   |   |            |  
|-------------------------------------------------------------------------- |  | --------------- | ---------- | -------------- | - | ------------------------------ | - | ---------------------------- | --------- | ------------------ | - | -------- | - | - | ---------- | - | - | ---------- | -
|                                                                           |  | Common
  Shares |            | Common
  Stock |   | Additional
  Paid-in
  Capital |   | StockSubscriptionsReceivable |           | AccumulatedDeficit |   | Total    |  
|                                                                           |  |                 |            |                |   |                                |   |                              |           |                    |   |          |  
|                                                                           |  |                 |            |                |   |                                |   |                              |           |                    |   |          |  
|Balance, February 1, 2007                                                  |  |                 |           |                |   |                               |   |                              |          |                    |   |         |   |   |           |   |   |           |  
|                                                                           |  |                 |            |                |   |                                |   |                              |           |                    |   |          |   |   |            |   |   |            |  
|Shares issued to founders for cash at the time of
initial
  capitalization |  |                 | 25,000,000 |                | $ | 25,000                         |   | $                            | 75,000    |                    |   |         |   |   |           |   | $ | 100,000    |  
|Expenses paid by shareholders                                              |  |                 |           |                |   |                               |   |                              | 13,212    |                    |   |         |   |   |           |   |   | 13,212     |  
|Net loss                                                                   |  |                 |           |                |   |                               |   |                              |          |                    |   |         |   | $ | (763,053   | ) |   | (763,053   | )
|                                                                           |  |                 |            |                |   |                                |   |                              |           |                    |   |          |   |   |            |   |   |            |  
|                                                                           |  |                 |            |                |   |                                |   |                              |           |                    |   |          |   |   |            |   |   |            |  
|Balance December 31, 2007                                                  |  |                 | 25,000,000 |                |   | 25,000                         |   |                              | 88,212    |                    |   |         |   |   | (763,053   | ) |   | (649,841   | )
|                                                                           |  |                 |            |                |   |                                |   |                              |           |                    |   |          |   |   |            |   |   |            |  
|Shares issued in reverse merger                                            |  |                 | 20,906,633 |                |   | 20,907                         |   |                              | (20,907   | )                  |   |         |   |   |           |   |   |           |  
|Expenses paid by shareholders                                              |  |                 |           |                |   |                               |   |                              | 2,000     |                    |   |         |   |   |           |   |   | 2,000      |  
|Shares issued for services                                                 |  |                 | 215,482    |                |   | 215                            |   |                              | 165,267   |                    |   |         |   |   |           |   |   | 165,482    |  
|Sale of stock subscriptions                                                |  |                 | 1,434,327  |                |   | 1,434                          |   |                              | 1,268,557 |                    | $ | (163,084 | ) |   |           |   |   | 1,106,907  |  
|Shares cancelled to partially satisfy notes
receivable                     |  |                 | (364,548   | )              |   | (365                           | ) |                              | (364,183  | )                  |   |         |   |   |           |   |   | (364,548   | )
|Net loss                                                                   |  |                 |           |                |   |                               |   |                              |          |                    |   |         |   |   | (1,569,570 | ) |   | (1,569,570 | )
|                                                                           |  |                 |            |                |   |                                |   |                              |           |                    |   |          |   |   |            |   |   |            |  
|                                                                           |  |                 |            |                |   |                                |   |                              |           |                    |   |          |   |   |            |   |   |            |  
|Balance December 31, 2008                                                  |  |                 | 47,191,894 |                | $ | 47,191                         |   | $                            | 1,138,946 |                    | $ | (163,084 | ) | $ | (2,332,623 | ) | $ | (1,309,570 | )
|                                                                           |  |                 |            |                |   |                                |   |                              |           |                    |   |          |   |   |            |   |   |            |  

The accompanying notes are an integral part
of the financial statements

F-6




|                                                           
|-----------------------------------------------------------
|Team Nation Holdings Corporation                           
|Consolidated Statements of Cash Flows                      
|For the Year Ended
  December 31, 2008 and the Eleven Month
|Period Ended
  December 31, 2007                           
|                                                           

|                                                                                          |  |      |            |      |   |            |  
|----------------------------------------------------------------------------------------- |  | ---- | ---------- | ---- | - | ---------- | -
|                                                                                          |  | 2008 |            | 2007 |  
|                                                                                          |  |      |            |      |  
|Cash flows from operating
  activities:                                                   |  |      |            |      |   |            |  
|Net loss                                                                                  |  | $    | (1,569,570 | )    | $ | (763,053   | )
|Loss from discontinued operations                                                         |  |      | (69,624    | )    |   | (444,059   | )
|                                                                                          |  |      |            |      |   |            |  
|Loss from continuing operations                                                           |  |      | (1,499,946 | )    |   | (318,994   | )
|Adjustments to reconcile net income to cash
provided by (used in)
  operating activities: |  |      |            |      |   |            |  
|Expenses paid by shareholders                                                             |  |      | 2,000      |      |   | 13,212     |  
|Shares issued for services                                                                |  |      | 165,482    |      |   |           |  
|Bad debt expense                                                                          |  |      | 588,300    |      |   |           |  
|Decrease (increase) in assets:                                                            |  |      |            |      |   |            |  
|Accounts receivable                                                                       |  |      | (356,330   | )    |   | (55,510    | )
|Other receivables                                                                         |  |      | (187,500   | )    |   |           |  
|Due from affiliate                                                                        |  |      | 104,060    |      |   |           |  
|Related party notes receivable                                                            |  |      | (215,037   | )    |   |           |  
|Deposit                                                                                   |  |      | (500       | )    |   |           |  
|Increase (decrease) in liabilities:                                                       |  |      |            |      |   |            |  
|Accounts payable                                                                          |  |      | 364,198    |      |   | 32,210     |  
|Accrued liabilities                                                                       |  |      | 126,580    |      |   |           |  
|Related party payable                                                                     |  |      | 608,927    |      |   | (103,595   | )
|                                                                                          |  |      |            |      |   |            |  
|Cash used in operating activities - continuing operations                                 |  |      | (369,390   | )    |   | (432,677   | )
|Cash used in operating activities - discontinued
operations                               |  |      | 57,022     |      |   | (376,091   | )
|                                                                                          |  |      |            |      |   |            |  
|Cash provided by operating activities                                                     |  |      | (312,368   | )    |   | (808,768   | )
|                                                                                          |  |      |            |      |   |            |  
|                                                                                          |  |      |            |      |   |            |  
|Cash
  flows used in investing activities:                                                |  |      |            |      |   |            |  
|                                                                                          |  |      |            |      |   |            |  
|Title plant                                                                               |  |      |           |      |   | (200,000   | )
|Payments received on shareholder loans                                                    |  |      |           |      |   | 19,041     |  
|Loans to shareholders                                                                     |  |      |           |      |   | (2,600,000 | )
|                                                                                          |  |      |            |      |   |            |  
|Cash used in investing activities - continuing operations                                 |  |      |           |      |   | (2,780,959 | )
|Cash used in investing activities - discontinued
operations                               |  |      | 96,717     |      |   | (4,420     | )
|                                                                                          |  |      |            |      |   |            |  
|Cash used in investing activities                                                         |  |      | 96,717     |      |   | (2,785,379 | )
|                                                                                          |  |      |            |      |   |            |  
|                                                                                          |  |      |            |      |   |            |  
|Cash
  flows used in financing activities:                                                |  |      |            |      |   |            |  
|                                                                                          |  |      |            |      |   |            |  
|Loan proceeds                                                                             |  |      |           |      |   | 3,647,150  |  
|Proceeds from related party loans                                                         |  |      | 13,958     |      |   |           |  
|Repayment of notes payable                                                                |  |      | (265,858   | )    |   | (61,233    | )
|Restricted cash                                                                           |  |      | (4,072     | )    |   | (100,000   | )
|Repayment of related party note payable - title
plant                                     |  |      | (510,000   | )    |   |           |  
|Sale of common stock                                                                      |  |      | 1,106,907  |      |   | 100,000    |  
|                                                                                          |  |      |            |      |   |            |  
|Cash used in financing activities - continuing operations                                 |  |      | 340,935    |      |   | 3,585,917  |  
|Cash used in investing activities - discontinued
operations                               |  |      | (125,572   | )    |   | 12,814     |  
|                                                                                          |  |      |            |      |   |            |  
|Cash used in financing activities                                                         |  |      | 215,363    |      |   | 3,598,731  |  
|                                                                                          |  |      |            |      |   |            |  
|Net increase (decrease) in cash                                                           |  |      | (288       | )    |   | 4,584      |  
|Cash and cash equivalents at beginning of period                                          |  |      | 4,584      |      |   |           |  
|                                                                                          |  |      |            |      |   |            |  
|Cash and cash equivalents at end of period                                                |  | $    | 4,296      |      | $ | 4,584      |  
|                                                                                          |  |      |            |      |   |            |  

The accompanying notes are an integral part
of the financial statements

F-7




|                                                           
|-----------------------------------------------------------
|Team Nation Holdings Corporation                           
|Consolidated Statements of Cash Flows                      
|For the Year Ended
  December 31, 2008 and the Eleven Month
|Period Ended
  December 31, 2007                           
|                                                           

|                                                                                                       |  |                                 |         |      |   |         | 
|------------------------------------------------------------------------------------------------------ |  | ------------------------------- | ------- | ---- | - | ------- | 
|                                                                                                       |  | For the Year Ended December 31, |        
|                                                                                                       |  |                                 |        
|                                                                                                       |  | 2008                            |         | 2007 |  
|                                                                                                       |  |                                 |         |      |  
|Supplemental Disclosure
  of Cash Flow Information                                                     |  |                                 |         |      |  
|                                                                                                       |  |                                 |         |      |  
|Cash paid during the fiscal years for:                                                                 |  |                                 |         |      |   |         | 
|Interest                                                                                               |  | $                               | 145,697 |      | $ | 199,672 | 
|Income taxes                                                                                           |  | $                               | 2,400   |      | $ |        | 
|Schedule of Non-cash Financing Activities                                                              |  |                                 |         |      |   |         | 
|                                                                                                       |  |                                 |         |      |   |         | 
|Loan made as part of purchase of title plant, less discount of
  $83,867                               |  | $                               |        |      | $ | 426,133 | 
|Common stock used to partially satisfy notes receivable                                                |  | $                               | 364,548 |      | $ |        | 
|Related party notes receivable partially satisfied with accrued
  related party management fee payable |  | $                               | 276,750 |      | $ |        | 

The accompanying notes are an integral part of
the financial statements

F-8




|                                                         
|---------------------------------------------------------
|Team
  Nation Holdings Corporation                       
|Notes to
  the Consolidated Financial Statements         
|                                                         
|As of December 31, 2008 and 2007 and                     
|For the Year Ended December 31, 2008 and the Eleven Month
|Period Ended
  December 31, 2007                         
|                                                         

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | Description of Business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The
  consolidated financial statements include the accounts of TEAM Nation Holding
  Corporation (TEAM) (formerly Real Estate Services Holding, Inc.) and its
  two wholly owned subsidiaries, Escrow Nation, Inc. (ESCROW) and Mortgage
  Nation, Inc. (MORTGAGE) (collectively the Company). The operations of
  both subsidiaries have been discontinued. All significant intercompany
  balances and transactions have been eliminated.                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The Company
  was incorporated in California on November 22, 2006 as Real Estate Services
  Holding, Inc. and changed its name to TEAM on June 21, 2007. TEAM, ESCROW and
  MORTGAGE commenced operations on February 1, 2007. TEAM is a management and
  services company specializing in management solutions for title companies and
  title production services. The Company focuses on counter-cyclical growth to
  acquire, manage and consult for title, escrow, mortgage, real estate and REO
  companies.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Effective
  June 17, 2008, the shareholders of TEAM exchanged all of their outstanding
  common shares for 25,000,000 shares of Suncross Exploration Corporation
  (SUNCROSS). Completion of the exchange agreement resulted in the TEAM
  shareholders having control of SUNCROSS. Accordingly, the transaction has
  been recorded for accounting purposes as the acquisition of TEAM by SUNCROSS
  with TEAM as the acquirer (reverse acquisition).                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | In December
  2007, TEAM entered into contracts to manage all operations of two title
  companies operating in Southern California. TEAM provides management, title
  plant and production services, customer service, sales and marketing support,
  HR administration, IT administration and accounting services to both
  companies in exchange for fees and a percentage of net profits from the
  operations. In January 2009, TEAM cancelled its management agreement with one
  of the title companies.    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|2. | Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Cash and cash equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The Company
  considers all cash on hand; cash in banks and all highly liquid debt
  instruments purchased with a maturity of three months or less to be cash and
  cash equivalents. At times cash and cash equivalent balances at a limited
  number of banks and financial institutions may exceed insurable amounts. The
  Company believes it mitigates its risks by depositing cash or investing in
  cash equivalents in major financial institutions.                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Restricted cash                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Team
  maintains a certificate of deposit with a bank in the amount of $104,072 and
  $100,013 at December 31, 2008 and 2007, respectively, which is collateral on a
  line-of-credit note with its bank.                                                                                                                                                                                                                                                                                                         

F-9






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

F-10






| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | evaluates
  the perceived merits of any legal proceedings or unasserted claims as well as
  the perceived merits of the amount of relief sought or expected to be sought
  therein. If the assessment of a contingency indicates that it is probably
  that a liability has been incurred and the amount of the liability can be
  estimated, then the estimated liability would be accrued in the Companys
  financial statements. If the assessment indicates that a potentially material
  loss contingency is not probable but is reasonably possible, or if probable
  but cannot be estimated, then the nature of the contingent liability,
  together with an estimate of the range of possible loss if determinable,
  would be disclosed.                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Intangible costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | The Company
  accounts for intangible assets in accordance with SFAS 142 Goodwill and
  other Intangible Assets (SFAS 142). SFAS 142 requires that goodwill and
  intangible assets with indefinite useful lives no longer be amortized, but
  instead be tested at least annually for impairment. SFAS 142 also requires
  that intangible assets with definite useful lives be amortized over that
  period to their estimated residual value, and be reviewed for impairment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Reclassification                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Certain
  reclassifications have been made to the December 31, 2007 financial
  statements to conform to the December 31, 2008 presentation. These
  reclassifications had no effect on previously reported results of operations
  or retained earnings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | New Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | There are
  several new accounting pronouncements issued by the Financial Accounting
  Standards Board (FASB) which are not yet effective. Each of these
  pronouncements, as applicable, has been or will be adopted by the Company.
  Management does not believe any of these accounting pronouncements has had or
  will have a material impact on the Companys financial position or operating
  results.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | In May 2008,
  the Financial Accounting Standards Board (FASB) issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting
  Principles. SFAS No. 162 sets forth the level of authority to a
  given accounting pronouncement or document by category. Where there might be
  conflicting guidance between two categories, the more authoritative category
  will prevail. SFAS No. 162 will become effective 60 days after the SEC
  approves the PCAOBs amendments to AU Section 411 of the AICPA Professional
  Standards. SFAS No. 162 has no effect on the Companys financial position,
  statements of operations, or cash flows at this time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | In December
  2007, the FASB issued SFAS No. 141(R), Business
  Combinations (SFAS 141(R)), which replaces SFAS No. 141, Business Combinations. SFAS 141(R)
  requires an acquiring company to recognize the assets acquired, the liabilities
  assumed, and any non-controlling interest in the acquired entity at the
  acquisition date, measured at their fair values as of that date, with limited
  exceptions. This Statement also requires the acquiring company in a business
  combination achieved in stages to recognize the identifiable assets and
  liabilities, as well as the noncontrolling interest in the acquired company,
  at the full amounts of their fair values. SFAS 141(R) makes various other
  amendments to authoritative literature intended to provide additional
  guidance or to confirm the guidance in that literature to that provided in
  this Statement. This Statement is effective for the Companys financial
  statements beginning January 1, 2009. The Company does not expect the
  adoption of this accounting pronouncement to have a significant impact on our
  financial statements.

F-11






|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | In February
  2007, the FASB issued SFAS No. 159, The
  Fair Value Option for Financial Assets and Financial Liabilities
  (SFAS 159). SFAS 159 permits an entity to choose, at specified election
  dates, to measure eligible financial instruments and certain other items at
  fair value that are not currently required to be measured at fair value. An
  entity is required to report unrealized gains and losses on items for which
  the fair value option has been elected in its results of operations at each
  subsequent reporting date. Upfront costs and fees related to items for which
  the fair value option is elected shall be recognized in earnings as incurred
  and not deferred. SFAS 159 also establishes presentation and disclosure
  requirements designed to facilitate comparisons between entities that choose
  different measurement attributes for similar types of assets and liabilities.
  SFAS 159 is effective for financial statements issued for fiscal years
  beginning after November 15, 2007 (January 1, 2008 for the Company) and
  interim periods within those fiscal years. At the effective date, an entity
  may elect the fair value option for eligible items that exist at that date.
  The entity shall report the effect of the first remeasurement to fair value
  as a cumulative-effect adjustment to the opening balance of retained
  earnings. The Company has not elected to measure its financial instruments
  and/or other eligible assets at their fair market values. Consequently, the
  adoption of SFAS 159 has not had a material impact on the Companys financial
  position or reported results of operations.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | In September
  2006, the FASB issued SFAS No. 157, Fair
  Value Measurements (SFAS 157). SFAS 157 establishes a single
  definition of fair value and a framework for measuring fair value, sets out a
  fair value hierarchy to be used to classify the source of information used in
  fair value measurements and requires new disclosures of assets and
  liabilities measured at fair value based on their level in the hierarchy.
  SFAS 157 is effective for the Companys year beginning January 1, 2008 and
  has been applied prospectively. The adoption of SFAS 157 has not had a
  material impact on the Companys financial position or reported results of
  operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | In June
  2006, the FASB issued Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes, an
  interpretation of FASB Statement No. 109. This interpretation was
  adopted by the Company as of February 1, 2007,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3. | Discontinued Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | In May 2007
  we formed two subsidiaries: Escrow Nation, Inc. (Escrow) and Mortgage
  Nation, Inc. (Mortgage). Escrow was licensed to transact escrow business by
  the California Department of Corporations and Mortgage was licensed to
  provide mortgage broker services. In December 2007, we decided to discontinue
  the operations of both Escrow and Mortgage as a result of the significant
  downturn in the California housing market. We recognized losses of $69,624
  and $444,059 from the discontinued operations for the year-ended December 31,
  2008 and the eleventh month period ended December 31, 2007, respectively.
  They are classified as discontinued operations under the provisions of
  Statement of Financial Accounting Standards No. 144, Accounting for the
  Impairment or Disposal of Long-lived Assets as of December 31, 2008 and 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The assets
  and liabilities of the discontinued operations are presented separately under
  the captions Assets of discontinued operations and Liabilities of
  discontinued operations in the accompanying Balance Sheets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

F-12






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

|                                               |  |                         |         |          |   |        |  |   |         | 
|---------------------------------------------- |  | ----------------------- | ------- | -------- | - | ------ |  | - | ------- | 
|                                               |  | As of December 31, 2007 |        
|                                               |  | ESCROW                  |         | MORTGAGE |   | Total  | 
|                                               |  |                         |         |          |   |        | 
|Current assets:                                |  |                         |         |          |   |        |  |   |         | 
|Cash                                           |  | $                       | 29,494  |          | $ | 13     |  | $ | 29,507  | 
|Sublease receivable                            |  |                         | 84,194  |          |   |       |  |   | 84,194  | 
|                                               |  |                         |         |          |   |        |  |   |         | 
|Total current assets                           |  |                         | 113,688 |          |   | 13     |  |   | 113,701 | 
|                                               |  |                         |         |          |   |        |  |   |         | 
|Long term assets                               |  |                         |         |          |   |        |  |   |         | 
|Furniture                                      |  |                         | 11,050  |          |   | 3,069  |  |   | 14,119  | 
|Sublease receivable                            |  |                         | 84,194  |          |   |       |  |   | 84,194  | 
|Deposits                                       |  |                         | 13,000  |          |   |       |  |   | 13,000  | 
|                                               |  |                         |         |          |   |        |  |   |         | 
|Total long term assets                         |  |                         | 108,244 |          |   | 3,069  |  |   | 111,313 | 
|                                               |  |                         |         |          |   |        |  |   |         | 
|Total assets of discontinued operations        |  | $                       | 221,932 |          | $ | 3,082  |  | $ | 225,014 | 
|                                               |  |                         |         |          |   |        |  |   |         | 
|Current liabilities                            |  |                         |         |          |   |        |  |   |         | 
|Accounts payable                               |  | $                       | 22,160  |          | $ |       |  | $ | 22,160  | 
|Shutdown expenses                              |  |                         | 136,344 |          |   |       |  |   | 136,344 | 
|                                               |  |                         |         |          |   |        |  |   |         | 
|Total current liabilities                      |  |                         | 158,504 |          |   |       |  |   | 158,504 | 
|                                               |  |                         |         |          |   |        |  |   |         | 
|Long term liabilities                          |  |                         |         |          |   |        |  |   |         | 
|Related party notes payable                    |  |                         |        |          |   | 17,300 |  |   | 17,300  | 
|Note payable                                   |  |                         | 8,152   |          |   |       |  |   | 8,152   | 
|Shutdown expenses                              |  |                         | 117,420 |          |   |       |  |   | 117,420 | 
|                                               |  |                         |         |          |   |        |  |   |         | 
|Total long term liabilities                    |  |                         | 125,572 |          |   | 17,300 |  |   | 142,872 | 
|                                               |  |                         |         |          |   |        |  |   |         | 
|Total liabilities of discontinued
  operations |  | $                       | 284,076 |          | $ | 17,300 |  | $ | 301,376 | 
|                                               |  |                         |         |          |   |        |  |   |         | 

The
accompanying tables illustrates the reporting of the discontinued operations on
the face of the Statements of Operations for the year ended December 31, 2008
and the eleven-month period ended December 31, 2007:

|                                    |  |                                      |         |          |   |        |   |   |         |  
|----------------------------------- |  | ------------------------------------ | ------- | -------- | - | ------ | - | - | ------- | -
|                                    |  | For the Year Ended December 31, 2008 |        
|                                    |  | ESCROW                               |         | MORTGAGE |   | Total  |  
|                                    |  |                                      |         |          |   |        |  
|Revenues                            |  | $                                    | 37,728  |          | $ |       |   | $ | 37,728  |  
|Costs and expenses:                 |  |                                      |         |          |   |        |   |   |         |  
|Selling, general and administrative |  |                                      | 73,002  |          |   | 1,473  |   |   | 74,475  |  
|Shutdown expense                    |  |                                      | 31,743  |          |   |       |   |   | 31,743  |  
|Interest expense                    |  |                                      | 1,134   |          |   |       |   |   | 1,134   |  
|                                    |  |                                      |         |          |   |        |   |   |         |  
|Loss from discontinued operations   |  | $                                    | (68,151 | )        | $ | (1,473 | ) | $ | (69,624 | )
|                                    |  |                                      |         |          |   |        |   |   |         |  

F-13






|                                    |  |                                                       |          |          |   |         |   |   |          |  
|----------------------------------- |  | ----------------------------------------------------- | -------- | -------- | - | ------- | - | - | -------- | -
|                                    |  | For the Eleven-Month Period
  Ended December 31, 2007 |         
|                                    |  | ESCROW                                                |          | MORTGAGE |   | Total   |  
|                                    |  |                                                       |          |          |   |         |  
|Revenues                            |  | $                                                     | 86,449   |          | $ | 18,959  |   | $ | 105,408  |  
|Costs and expenses:                 |  |                                                       |          |          |   |         |   |   |          |  
|Selling, general and administrative |  |                                                       | 358,994  |          |   | 34,248  |   |   | 393,242  |  
|Shutdown expense                    |  |                                                       | 85,377   |          |   | 69,896  |   |   | 155,273  |  
|Interest expense                    |  |                                                       | 919      |          |   | 33      |   |   | 952      |  
|                                    |  |                                                       |          |          |   |         |   |   |          |  
|Loss from discontinued operations   |  | $                                                     | (358,841 | )        | $ | (85,218 | ) | $ | (444,059 | )
|                                    |  |                                                       |          |          |   |         |   |   |          |  

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4. | Bad Debt Expense                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | TEAM entered
  into a management agreement with FirstSouthwestern Title Company (FIRST),
  which is a title company with operations in Southern California, to manage
  all of their operations. TEAM provided management, title plant and production
  services, customer service, sales and marketing support, HR administration,
  IT administration and accounting services to FIRST in exchange for monthly
  management fees plus a share of net profits, determined quarterly. Total
  management fee revenue was $400,895 in the year ended December 31, 2008. None
  of this amount was collected, as it was going to be included in a possible
  acquisition of FIRST. The acquisition did not occur and the entire receivable
  has been reserved as of December 31, 2008. This agreement was subsequently
  terminated as of January 1, 2009.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|5. | Title Plant                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The Company
  acquired the Orange County title plant from CalCounties Title Nation Company
  (CCTC) in December 2007. CCTC is wholly owned by four affiliates of the
  four officers and directors of the Company. The amount paid for the title
  plant was based on an appraisal and the consideration for the $710,000
  purchase price included $200,000 in cash and a note payable by the Company in
  the amount of $510,000. The note is non-interest bearing and was paid in full
  in December 2008.                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The Company
  periodically reviews the carrying value of intangible assets not subject to
  amortization, including the title plant asset and goodwill, to determine
  whether impairment may exist. No impairments existed at December 31, 2008 and
  2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|6. | Notes Payable in Default                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

Notes
payable in default at December 31, 2008 and 2007 consists of the following:

|                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |      |           |      |   |           | 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | --------- | ---- | - | --------- | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                  |  | 2008 |           | 2007 |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |      |           |      |  
|Note payable to bank; unsecured; interest
  at prime (8.25% and 7.25% at December 31, 2008 and 2007); payable interest
  only through July 16, 2008, then 55 monthly payments of $47,553 with a final
  payment due on March 16, 2013; personally guaranteed by the shareholders; put
  into default in 2008 by the bank; currently in litigation, see note 8                                                                     |  | $    | 2,381,494 |      | $ | 2,500,000 | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |      |           |      |   |           | 
|Note payable to a bank; collateralized by
  the Companys certificate of deposit in the amount of $100,000 and six
  certificates of deposit in the total amount of $400,000 owned by the
  Companys shareholders; interest at prime plus 2% (10.25% and 9.25% at
  December 31, 2008 and 2007); interest payable monthly; was due in full on
  August 24, 2008 and is currently past due, currently in litigation, see note
  8 |  |      | 999,798   |      |   | 999,798   | 
|Note payable to a bank; interest at prime
  plus 1.75% (9% at December 31, 2007); paid in full March 31, 2008                                                                                                                                                                                                                                                                                                                     |  |      |          |      |   | 147,352   | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |      |           |      |   |           | 
|Total notes payable in default                                                                                                                                                                                                                                                                                                                                                                                                    |  | $    | 3,381,292 |      | $ | 3,647,150 | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |      |           |      |   |           | 

F-14






|   |                                                                                                                                                                                                                                                                                                                                         
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | For the
  years ended December 31, 2008 and 2007, interest expense was $255,877 and
  $199,672, respectively.                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                         
|7. | Stockholders Equity                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                         
|   | Preferred stock                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                         
|   | The Company
  has 50,000,000 shares of its $0.001 par value preferred stock authorized and
  has no shares issued and outstanding at December 31, 2008 and 2007.                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                         
|   | Common stock                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                         
|   | On May 14,
  2008, the number of authorized common shares was increased from 100,000,000
  to 300,000,000.  On November 21, 2008, the number of authorized common shares was increased from 300,000,000 to 1,000,000,000.                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                         
|   | In June
  2008, TEAM issued 20,906,633 shares of its common stock in the reverse
  merger.                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                         
|   | During the
  year ended December 31, 2008, the Company sold 1,434,327 shares of its common
  stock for $1,106,907 in cash. Subscriptions receivable were $163,084 at
  December 31, 2008.                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                         
|   | In 2008,
  TEAM issued 215,482 shares of its common stock for services valued at
  $165,482.                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                         
|   | An officer
  and director paid Company expenses in the amount of $2,000 during 2008 and
  $13,212 in 2007. The amounts were recorded as contributed capital.                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                         
|   | In September
  2008, the Company issued 1,000,000 shares of its common stock into escrow in
  anticipation of a private placement during the fourth quarter of 2008. This
  private placement has been cancelled and the shares returned for
  cancellation. The shares are not treated as issued or outstanding at December
  31, 2008.
|   |                                                                                                                                                                                                                                                                                                                                         
|8. | Commitments and Contingencies                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                         
|   | Operating Leases                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                         
|   | The Company
  has operating leases for certain office equipment and the facility. Future
  minimum lease payments are as follows at December 31:                                                                                                                                                                                        

|                             |  |   |         | 
|---------------------------- |  | - | ------- | 
|2009                         |  | $ | 312,065 | 
|2010                         |  |   | 212,268 | 
|2011                         |  |   | 5,839   | 
|                             |  |   |         | 
|Total minimum lease payments |  | $ | 530,172 | 
|                             |  |   |         | 

F-15






|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | Rental
  expense was $446,869 and $0 for the years ended December 31, 2008 and 2007,
  respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Litigation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The
  Companys policy is to recognize amounts related to legal matters as a charge
  to operations if it is probable that a liability has been incurred and the
  amount of loss can be reasonably estimated, as required by SFAS 5.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | On September
  8, 2008 we filed suit in the Superior Court of California, Orange County,
  against Professional Business Bank, for, among other things, interference
  with business prospects and violation of our rights of privacy relative to a
  line of credit and loan made by Professional Business Bank to our subsidiary holding
  company. Professional Business Bank responded by calling both loans due and
  we are currently in arbitration on the matter. While the results of the suit
  and counterclaim cannot be predicted with certainty, management believes,
  based on the advice of legal counsel, that the final outcome of the
  arbitration of claims will not have a material adverse effect on our
  financial position, results of operations, or liquidity.                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The
  accompanying consolidated financial statements have been prepared assuming
  the Company will continue as a going concern. As of the end of December 2007,
  it was determined that ESCROW and MORTGAGE would be unable to continue in the
  current housing market and the operations of both companies were
  discontinued. At December 31, 2008, the Company had negative working capital
  of $4,232,832, total liabilities of $4,456,540, and a stockholders deficit
  of $1,309,569. Currently scheduled debt payment requirements for 2008 exceed
  the amount that can be expected to be generated from operations. These
  conditions raise substantial doubt about the Companys ability to continue as
  a going concern. The financial statements do not include any adjustments that
  may result from the outcome of these uncertainties.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The Company
  expects to meet its working capital requirements through debt and private
  placements of equity. In addition, the Company has entered into management
  contracts with a title company owned by four affiliates of the Companys
  officers and directors, from which the Company expects to have positive cash
  flow.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|9. | Deferred Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | As a result
  of its losses, the Company has not recorded any current or deferred income
  tax provisions for the year ended December 31, 2008 or the eleven month
  period ended December 31, 2007. Significant components of the Companys
  deferred income tax assets at December 31, 2008 and 2007 are as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

|                                |  |      |          |      |   |   | 
|------------------------------- |  | ---- | -------- | ---- | - | - | 
|                                |  | 2008 |          | 2007 |  
|                                |  |      |          |      |  
|Deferred tax assets:            |  |      |          |      |   |   | 
|Net operating loss carryforward |  | $    | 342,886  |      | $ |  | 
|Valuation allowance             |  |      | (342,886 | )    |   |  | 
|                                |  |      |          |      |   |   | 
|Net deferred tax assets         |  | $    |         |      | $ |  | 
|                                |  |      |          |      |   |   | 

F-16






Reconciliation
of the effective tax rate to the U.S. statutory rate is as follows:

|                                   |  |      |       |      |  |       |   
|---------------------------------- |  | ---- | ----- | ---- |  | ----- | --
|                                   |  | 2008 |       | 2007 | 
|                                   |  |      |       |      | 
|Tax benefit at U.S. statutory rate |  |      | (34.0 | )%   |  | (34.0 | )%
|Change in valuation allowance      |  |      | 34.0  | %    |  | 34.0  | % 
|                                   |  |      |       |      |  |       |   
|Effective income tax rate          |  |      |      | %    |  |      | % 
|                                   |  |      |       |      |  |       |   

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | The Company
  has federal net operating loss carryforwards of $1,008,488. The federal net
  operating loss carryforward will expire in 2028. Based upon its history of
  losses and managements assessment of when operations are anticipated to
  generate taxable income, the Company has concluded that it is more likely
  than not that the net deferred income tax assets will not be realized through
  future taxable earnings and, accordingly, has established a full valuation
  allowance for them. The valuation allowance increased by $342,886 during the
  year ended December 31, 2008 as a result of the current years net losses.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|10. | Loss Per Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | The
  following is a reconciliation of the number of shares used in the calculation
  of basic loss per share and diluted loss per share for the twelve-month
  period ended December 31, 2008 and the eleven-month period ended December 31,
  2007:                                                                                                                                                                                                                                                                                                                                                                                                 

|                                                                                                            |  |      |            |      |   |            |  
|----------------------------------------------------------------------------------------------------------- |  | ---- | ---------- | ---- | - | ---------- | -
|                                                                                                            |  | 2008 |            | 2007 |  
|                                                                                                            |  |      |            |      |  
|Numerator:                                                                                                  |  |      |            |      |   |            |  
|Net loss                                                                                                    |  | $    | (1,569,570 | )    | $ | (763,053   | )
|Denominator:                                                                                                |  |      |            |      |   |            |  
|Denominator for basic and diluted net loss
  per share-weighted average number of common shares outstanding |  |      | 38,436,064 |      |   | 25,000,000 |  
|                                                                                                            |  |      |            |      |   |            |  
|Basic and diluted net loss per share                                                                        |  | $    | (0.04      | )    | $ | (0.03      | )
|                                                                                                            |  |      |            |      |   |            |  

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

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|11. | Related Party Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | Due from affiliates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | The Company
  had advanced $104,060 to CCTC at December 31, 2007. This amount was repaid in
  2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | Notes receivable  related party                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | The Company
  has notes receivable from four affiliates of its four officers and directors
  in the total amount of $2,215,467 which was used by the officers and directors
  to fund the purchase of CCTC. The principal of the loans included a total of
  $2,600,000 which was paid in cash ($1,000,000 to the former shareholder of
  CCTC and the balance used for CCTC working capital). The notes receivable
  from the four officers and directors consist of four notes in the original
  amount of $650,000 each which are non-interest bearing until May 31, 2008;
  and interest only is payable at the rate of 5% per annum until the notes
  receivable are due in full on May 1, 2014. A portion of the balance of the
  notes receivable was relieved during the year ended December 31, 2008 with
  shares of TEAM common stock. 364,548 common shares, valued at $1.00 per share
  for a total of $364,548 were returned to the

F-17






| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | company and
  retired to satisfy a portion of the outstanding notes receivable. The notes
  receivable balance increased during 2008 when TEAM made payments on a note
  payable on behalf of the four stockholders and directors to the former owner
  of CCTC. The total of the payments was $167,494. Also in 2008, the notes
  receivable balance was relieved with the satisfaction of accrued management
  fees of the four officers and directors in the amount of $276,750. The
  decrease in the notes receivable balance from 2007 to 2008 was $426,261.                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Shares used to repay notes receivable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | In June
  2008, 364,548 common shares were returned to the company to partially satisfy outstanding
  notes receivable. The shares were valued at $1.00 per share and have been
  retired.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Related party payables                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | The Company
  owed its affiliate, CCTC, amounts at both December 31, 2008 and 2007. At
  December 31, 2007, TEAM owed CCTC $426,133 from the 2007 purchase of the
  Orange County, California, title plant from CCTC. This full amount was repaid
  with management fee income owed to TEAM by CCTC. In 2008, CCTC provided
  working capital for TEAM, increasing the related party payable and TEAM
  performed services for CCTC, which reduced the related party payable. The
  ending related party payable balance was $332,177 as of December 31, 2008.                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Notes payable  related party                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | TEAM has one
  note outstanding as of December 31, 2008 to an affiliate owned by a
  shareholder in the amount of $13,958. The note is due on demand within one
  year and does not bear interest. It was satisfied in April 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Purchase of Orange County, California title
  plant                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | As discussed
  in Note 5, the Companys acquisition of the title plant for Orange County
  from CCTC included a note payable in the amount of $510,000. This amount was
  fully satisfied in 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Management agreements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Management
  fee revenues                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | TEAM entered
  into management agreements with CCTC, which is a Southern California title
  company operated by TEAMs officers and directors, to manage all of their
  operations. TEAM provides management, title plant and production services,
  customer service, sales and marketing support, HR administration, IT
  administration and accounting services to both companies in exchange for
  monthly management fees plus a share of net profits, determined quarterly.
  Total 2008 management fee revenue from CCTC was $1,200,000 and is shown as
  related party management fees in the statement of operations. This agreement
  was subsequently amended as of January 1, 2009.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Management
  fee expenses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | TEAM entered
  into a management agreement in 2007 with affiliates of the four officers and
  directors by which they would actively manage operations, human resources,
  accounting services, sales, and marketing efforts for the TEAM. Each of the
  four agreements calls for a $15,000 monthly fee. Total expenses incurred in
  2008 were $720,000. TEAM paid for the services partially in cash and
  partially as a reduction in shareholder receivables. These agreements were
  amended on January 1, 2009.                                                                                                                                                                         

F-18




ITEM 9  CHANGES IN AND DISAGREEMENTS
WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

On June 25, 2008, Team Nation
Holdings Corporation dismissed its former independent registered public accountants,
Malone & Bailey, PC (Malone & Bailey), Certified Public Accountants,
of Houston, Texas and engaged Moore & Associates, Chartered (Moore &
Associates), Certified Public Accountants, of Las Vegas, Nevada, as its independent
registered public accounting firm.  The decision to change accountants was
approved by the Board of Directors of the Company.

On April, 10, 2009, the
Companys board of directors dismissed Moore & Associates and engaged the firm,
Kelly & Company, Costa Mesa, California as the principal accountant to audit the
Registrants financial statements for the fiscal year of the Registrant ended
December 31, 2008.

During the fiscal years ended
December 31, 2007 and 2006 and the subsequent interim periods until the change, there were
no disagreements with Malone & Bailey on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Malone & Bailey would have
caused them to make reference in connection with their report to the subject matter of the
disagreement, and Malone & Bailey has not advised the Company of any reportable events
as defined in Item 304(a)(1)(v) of Regulation S-K.

During the fiscal year ended December
31, 2008 and the subsequent interim period until the change, from Moore & Associates
to Kelly & Company there were no disagreements with Moore & Associates on any
matter of accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of Moore
& Associates would have caused them to make reference in connection with their report
to the subject matter of the disagreement, and Moore & Associates has not advised the
Company of any reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

The reports of independent registered
public accounting firm of Malone & Bailey as of and for the years ended December 31,
2007 and 2006, did not contain any adverse opinion or disclaimer of opinion, nor was it
qualified or modified as to audit scope or accounting principle.  The reports
contained a going concern modification.

Moore & Associates did not issue
any report on the Companys financial statements however Moore & Associates
reviewed the unaudited financial statements for the periods ended June 30, 2008 and
September 30, 2008.

During the years ended December 31,
2007 and 2006, and through June 25, 2008, the Company did not consult with Moore &
Associates regarding any of the matters or events set forth in Item 304(a)(2)(i) and (ii)
of Regulation S-K.

During the years ended December 31,
2008 and 2007, and through April 10, 2009, the Company did not consult with Kelly &
Company regarding any of the matters or events set forth in Item 304(a)(2)(i) and (ii) of
Regulation S-K.

ITEM 9A  CONTROLS
AND PROCEDURES

The Company maintains disclosure
controls and procedures that are designed to ensure that information required to be
disclosed in the Companys Exchange Act reports is recorded, processed, summarized
and reported within the time periods specified in the SECs rules and forms, and that
such information is accumulated and communicated to the Companys management,
including its Chief Executive Officer / Chief Financial Officer, as appropriate, to allow
timely decisions regarding required disclosure based closely on the definition of
disclosure controls and procedures in Rule 13a-15(e). In designing and
evaluating the disclosure controls and procedures, management recognized that any controls
and procedures, no matter how well designed and operated, can provide only reasonable
assurance of achieving the desired control objectives, and management necessarily was
required to apply its judgment in evaluating the cost-benefit relationship of possible
controls and procedures.

As of December 31, 2008, the end of
the period of this report, the Company carried out an evaluation, under the supervision
and with the participation of the Companys management, including the Companys
Chief Executive Officer /Chief Financial Officer, of the effectiveness of the design and
operation of the Companys disclosure controls and procedures. Based on the
foregoing, the Companys Chief Executive Officer and Chief Financial Officer
concluded that the Companys disclosure controls and procedures were effective.

15

---



REPORT OF MANAGEMENT ON INTERNAL
CONTROL OVER FINANCIAL REPORTING

Our management is responsible for
establishing and maintaining adequate internal control over financial reporting for the
company. Internal control over financial reporting is a process to provide reasonable
assurance regarding the reliability of our financial reporting for external purposes in
accordance with accounting principles generally accepted in the United States of America.
Internal control over financial reporting includes maintaining records that in reasonable
detail accurately and fairly reflect our transactions; providing reasonable assurance that
transactions are recorded as necessary for preparation of our financial statements;
providing reasonable assurance that receipts and expenditures of company assets are made
in accordance with management authorization; and providing reasonable assurance that
unauthorized acquisition, use or disposition of company assets that could have a material
effect on our financial statements would be prevented or detected on a timely basis.
Because of its inherent limitations, internal control over financial reporting is not
intended to provide absolute assurance that a misstatement of our financial statements
would be prevented or detected.

In connection with the preparation of
this Annual Report on Form 10-K for the year ended December 31, 2008, management, with the
participation of our Chief Executive Officer and Chief Financial Officer, evaluated the
effectiveness of our internal controls over financial reporting, pursuant to Rule 13a-15
under the Exchange Act. Our Chief Executive Officer and Chief Financial Officer concluded
and reported to the Board of Directors that the design and operation of our internal
controls and procedures were effective as of December 31 , 2008.

There have been no material changes
in the Companys internal controls or in other factors that could significantly
affect the internal controls subsequent to the date the Company completed its evaluation.

ITEM 9A(T). Controls and Procedures.

This annual report does not include
an attestation report of the Companys registered public accounting firm regarding
internal control over financial reporting. Managements report was not subject to
attestation by the companys registered public accounting firm pursuant to temporary
rules of the Securities and Exchange Commission that permit the company to provide only
managements report in this annual report.

16

---



PART III

ITEM 10  DIRECTORS, EXECUTIVE
OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE
EXCHANGE ACT

The
current Executive officers and Directors of Registrant are:

|Name                 |  | Position |                                                                | Age | 
|-------------------- |  | -------- | -------------------------------------------------------------- | --- | 
|
|Dennis R. Duffy      |  |          | Chief Executive Officer, Chairman of the Board and Director    |     | 
|                     |  |         
|Norman J. Francis    |  |          | President and Director                                         |     | 
|                     |  |         
|Daniel J. Duffy      |  |          | Executive Vice President, Chief Financial Officer and Director |     | 
|                     |  |         
|Janis Okerlund, Esq. |  |          | Executive Vice President, Secretary and Director               |     | 

Business Experience

The following is a brief account of
the business experience during at least the past five years of the directors and officers
of the Registrant, indicating the principal occupation and employment during that period
by each, and the name and principal business of the organizations by which they were
employed.

# Dennis R. Duffy, CEO and
Director:

Mr.
          Duffy joined the Company in March 2007.  From July 2005 to March 2007,
          he was the Vice President and County Manager for Old Republic
          Title.  From August 2004 until July 2005, he was the Executive Vice
          President of Mercury Companies.  From June 2001 until July 2004, he
          was the President, Major Accounts Division of Stewart Title of
          California.  He started his career in the title insurance industry in
          1960 with Title Insurance and Trust Company (TICOR) where he held various senior
          management positions over his 22 year tenure with the company.  In
          1979, Mr., Duffy moved to SAFECO Title Insurance Company as marketing Manager
          and developed a nationwide network of 21 title entities throughout the
          US.  In 1980, Mr. Duffy and two partners acquired American Title
          Company (now known as North American Title Company) from SAFECO.  As
          President of American Title, Mr. Duffy grew the company to become the largest
          title agency in the USA serving 10 counties in California.  After
          selling the company in 1986 Mr. Duffy remained as a consultant until 1992, after
          which he consulted for several title companies on management and
          marketing.  In 1998 Mr. Duffy joined Fidelity National Financial (FNF)
          as Executive Vice President and COO of California and Arizona
          operations.  He ended his time with FNF after successfully assisting
          them with going public under the American Title umbrella with ANFI, its holding
          company.  Mr. Duffy worked briefly with the Mercury Companies and Old
          Republic Title before purchasing California Counties Title Company
          (CCTC) and co-founding Team.  Mr. Duffy holds a Masters of
          Business Degree from California Western University.

# Norman J. Francis,
President and Director:

Mr.
          Francis has been with the Company since June 2007.  From June 2003
          until June 2007, he was Los Angeles County Sales Manager with Alliance Title
          Company.  From September 2001 until May of 2003, he was  Los
          Angeles County Sales Manager with First Southwestern Title Co.  Raised
          in Fort Lauderdale, Florida, Norm Francis graduated in 1974 from Florida
          Atlantic University receiving an Associate of Arts Degree in
          Business.  Mr. Francis began his career in the Wholesale Lending
          Division of Sun Bank, where he rose to a Vice President before relocating to
          Southern California in 1980.  During his time with Sun Bank, Mr.
          Francis served as an active member and officer of The Board of Bankers
          Association.  After his move west, Mr. Francis used his extensive
          banking background to launch his career in the title insurance
          industry.  During his 28 years of service to the industry, Mr. Francis
          has experienced a wide range of title companies and philosophies which has
          allowed him the opportunity to spend a quality amount of time building a
          successful personal tenure in sales and sales management.  He takes
          special pride in teaching any Sales Associate to learn, therefore, propelling
          themselves into rewarding careers in the industry.

# Daniel J. Duffy,
Executive Vice President and Director:

Daniel J Duffy, April 2007 to present
Team Nation Holding Corporation; September 2006  April 2007 with Old Republic
Title-Major Accounts Division; August 2004 to September 2006 was with Investors
Title-County Manager; and June 2001 to July 2004 was with Stewart Title of California as
VP Major Accounts Division.  Mr. Duffy began his financial related career
working for Wells Fargo as a clerk following his high school graduation. While attending
CSUF, Dan worked through the branch system at Wells Fargo Bank and eventually moved to a
Credit Union after completing his Bachelors of Fine Arts Degree. At the credit union
Daniel worked in the commercial lending division in underwriting and sales. Choosing to
enter into the title company arena, Daniel moved to American Tile Company and managed a
national notary signing company now owned by FNF. Daniel followed the opportunity to get
into the core title business by establishing the operations of Stewart Titles Major
Accounts Division in Anaheim Hills CA. During his management, Stewart Major Accounts was
recognized as one of only a few division for its innovation as a technology leader
for the Stewart companies. Daniel was recruited and established the Orange County
operation for Investors Title Company as the County Manager. Daniel now works with Team
Nation Holdings where he provides management oversight for title and accounting operations
for the company and its managed companies.

17

---



# Janis Okerlund, Esq.,
Executive Vice President and Director:

Ms.           Okerlund, April 2007 to present Team Nation Holding Corporation; September 2006
          to April 2007 was with Old Republic Title National Lender Division;
          December 2004 to September 2006, Investors Title as VP Asst. County Manager; and
          May 1998 to November 2004, Fidelity National Title Company as VP Underwriting
          Counsel, Major Accounts Division.  Ms. Okerlund began her career in
          the real estate industry at First American Title in Santa Ana, California, where
          she performed national title operations.  While finishing her law
          degree at Western State University, College of Law, Ms. Okerlund became
          proficient at managing and underwriting complex subdivision and commercial
          development transactions and was quickly snapped up by Fidelity National Title
          (FNF) upon her matriculation.  At FNF, Ms. Okerlund was instrumental
          in the growth of the Major Accounts Division into one of the most profitable
          specialized division in the entire FNF family. Her entrepreneurial spirit and
          drive for continued growth led her to the Mercury Companies, as Assistant County
          Manager for the Investors Title brand in Orange County, and to Old Republic
          Title before she partnered with three industry veteran to found Team and to
          acquire California Counties Title Company.  Ms. Okerlund was admitted
          to the State Bar of California in 2001 and is a licensed attorney.

No appointee for a director position
has been found guilty of any civil regulatory or criminal offense or is currently the
subject of any civil regulatory proceeding or any criminal proceeding.

Compliance with Section
16(a) of the Exchange Act

The Companys common stock is
not registered pursuant to Section 12 of the Securities Exchange Act of 1934 (the
Exchange Act) and as a result the Companys officers and directors, and
persons who own more than ten percent of the Companys equity securities are not
required to comply with Section 16 of the Exchange Act.

Conflicts of Interest

Members of the Companys
management are associated with other firms involved in a range of business activities.
Consequently, there are potential inherent conflicts of interest in their acting as
officers and directors of the Company. Insofar as the officers and directors are engaged
in other business activities, management anticipates it will devote only a minor amount of
time to the Companys affairs.

The Companys Board of Directors
has adopted a policy that the Company will not seek a merger with, or acquisition of, any
entity in which any officer or director serves as an officer or director or in which they
or their family members own or hold a controlling ownership interest. Although the Board
of Directors could elect to change this policy, the Board of Directors has no present
intention to do so.

There can be no assurance that
management will resolve all conflicts of interest in favor of the Company.

ITEM 11  EXECUTIVE
COMPENSATION

EXECUTIVE COMPENSATION

Cash Compensation.

Compensation
paid for all services provided up to December 31, 2008  The following table sets
forth certain information with respect to the compensation we paid for services rendered
during the fiscal year ended December 31, 2008, with respect to our Chief Executive
Officer and each other executive officer who received cash compensation in excess of
$100,000. Note that not all the compensation earned was not paid to the executives due to
cash constraints caused by economic conditions in 2008. Compensation accrued but not yet
paid will be paid incrementally as the company is able, without impairment to its ongoing
operations. There were no Option Awards or other compensation paid or accrued during the
fiscal year ended December 31, 2008.

# SUMMARY COMPENSATION
TABLE

|Name                 |  | Position |                                    | Accrued Compensation |  | Paid Compensation |        
|-------------------- |  | -------- | ---------------------------------- | -------------------- |  | ----------------- | -------
|
|Dennis R. Duffy      |  |          | Chief Executive Officer,           |                      |  |                   | 180,000
|                     |  |          | Chairman of the Board and Director |                      | 
|                     |  |          |                                   
|Norman J. Francis    |  |          | President and Director             |                      |  |                   | 180,000
|                     |  |          |                                   
|Daniel J. Duffy      |  |          | Executive Vice President           |                      |  |                   | 180,000
|                     |  |          | Chief Financial Officer and        |                      | 
|                     |  |          | Director                           |                      | 
|                     |  |          |                                   
|Janis Okerlund, Esq. |  |          | Executive Vice President,          |                      |  |                   | 180,000
|                     |  |          | Secretary and Director             |                      | 

18

---



Option Grants, Exercise
and Values

The Company does not currently have
an adopted Stock Option Plan but hopes to formalize and adopt a plan for executives and
key employees and recruits in 2009. There were no stock option grants or exercises during
the fiscal year ended December 31, 2008.

Committees: Meetings of
the Board

The Company does not have a separate
Compensation Committee, Audit Committee or Nominating Committee. These functions are done
by the Board of Directors meeting as a whole. The Companys Board of Directors held
both in person meetings during the fiscal year ended December 3,12008 and meetings by
telephone. All corporate actions by the Board of Directors were either consented to in
writing by all Directors or were agreed to unanimously at a meeting where proper notice
had been given and a quorum was present.

Audit Committee

The board of directors has not
established an audit committee. The functions of the audit committee are currently
performed by the entire board of directors. The Company is under no legal obligation to
establish an audit committee and has elected not to do so at this time so as to avoid the
time and expense of identifying independent directors willing to serve on the audit
committee. The Company may establish an audit committee in the future if the board
determines it to be advisable or we are otherwise required to do so by applicable law,
rule or regulation.

As the board of directors does not
have an audit committee, it therefore has no audit committee financial expert
within the meaning of Item 401(e) of Regulation S-B. except its chief financial officer.
In general, an audit committee financial expert is an individual member of the
audit committee who:

| | * | understands
generally accepted accounting principles and financial      statements,
| | - | -----------------------------------------------------------------------------------

| | * | is
able to assess the general application of such principles in connection      with
accounting for estimates, accruals and reserves,
| | - | -------------------------------------------------------------------------------------------------------------------------------------

| | * | has
experience preparing, auditing, analyzing or evaluating financial      statements
comparable to the breadth and complexity to our financial      statements,
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

| | * | understands
internal controls over financial reporting, and
| | - | -----------------------------------------------------------

| | * | understands
audit committee functions.
| | - | --------------------------------------

Board of Directors
Independence

None of the Companys directors
are independent within the meaning of definitions established by the
Securities and Exchange Commission or any self-regulatory organization. The Company is not
currently subject to any law, rule or regulation requiring that all or any portion of its
board of directors include independent directors.

Director Nominees

The Company does not have a
nominating committee. The board of directors, sitting as a board, selects those
individuals to stand for election as members of our board. Since the board of directors
does not include a majority of independent directors, the decision of the board as to
director nominees is made by persons who have an interest in the outcome of the
determination. The board will consider candidates for directors proposed by security
holders, although no formal procedures for submitting candidates have been adopted. Until
otherwise determined, not less than 90 days prior to the next annual board of
directors meeting at which the slate of board nominees is adopted, the board accepts
written submissions that include the name, address and telephone number of the proposed
nominee, along with a brief statement of the candidates qualifications to serve as a
director and a statement of why the shareholder submitting the name of the proposed
nominee believes that the nomination would be in the best interests of shareholders. If
the proposed nominee is not the security holder submitting the name of the candidate, a
letter from the candidate agreeing to the submission of his or her name for consideration
should be provided at the time of submission. The letter should be accompanied by a resume
supporting the nominees qualifications to serve on the board of directors, as well
as a list of references.

The board identifies director
nominees through a combination of referrals, including by management, existing board
members and security holders, where warranted. Once a candidate has been identified the
board reviews the individuals experience and background, and may discuss the
proposed nominee with the source of the recommendation. If the board believes it to be
appropriate, board members may meet with the proposed nominee before making a final
determination whether to include the proposed nominee as a member of managements
slate of director nominees submitted for shareholders for election to the board.

Among the factors that the board
considers when evaluating proposed nominees are their experience in the information
technology industry, knowledge of and experience with and knowledge of and experience in
business matters, finance, capital markets and mergers and acquisitions. The board may
request additional information from the candidate prior to reaching a determination. The
board is under no obligation to formally respond to all recommendations, although as a
matter of practice, it will endeavor to do so.

19

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Security Holder
Communications with our Board of Directors

The Company provides an informal
process for security holders to send communications to our board of directors. Security
holders who wish to contact the board of directors or any of its members may do so by
writing to Team Nation Holdings Corporation, 4667 MacArthur Boulevard, Suite 150, Newport
Beach, CA 92660.

Correspondence directed to an
individual board member is referred, unopened, to that member. Correspondence not directed
to a particular board member is referred, unopened, to the President and CEO.

Code of Ethics

Under the Sarbanes-Oxley Act of 2002
and the Securities and Exchange Commissions related rules, the Company is required
to disclose whether it has adopted a code of ethics that applies to the Companys
principal executive officer, principal financial officer, principal accounting officer or
controller or persons performing similar functions. The Company has adopted a code of
ethics that applies to its chief executive officer, chief financial officer and other
officers, legal counsel and to any person performing similar functions. The Company has
made the code of ethics available and intends to provide disclosure of any amendments or
waivers of the code within five business days after an amendment or waiver on the
Companys website wwww.teamnationholdings.com.

Compensation Discussion
and Analysis

The following Compensation Discussion
and Analysis (CD&A) provides information on the compensation programs established for
our Named Executive Officers during our fiscal year ended December 31, 2008.
All information provided herein should be read in conjunction with the tables provided
below.

Our Board of Directors is responsible
for establishing, implementing and monitoring the policies governing compensation for our
executives. Currently our Board does not have a compensation committee. Our officers are
members of our Board of Directors and are able to vote on matters of compensation. We are
not currently under any legal obligation to establish a compensation committee and have
elected not to do so at this time. In the future, we may establish a compensation
committee if the Board determines it to be advisable or we are otherwise required to do so
by applicable law, rule or regulation. During the year ended December 31, 2008 our Board
did not employ any outside consultants to assist in carrying out its responsibilities with
respect to executive compensation, although we have access to general executive
compensation information regarding both local and national industry compensation
practices. In future periods we may participate in regional and national surveys that
benchmark executive compensation by peer group factors such as company size, annual
revenues, market capitalization and geographical location.

The executive employment market in
general is very competitive due to the number of companies with whom we compete to attract
and retain executive and other staff with the requisite skills and experience to carry out
our strategy and to maintain compliance with multiple Federal and State regulatory
agencies. Many of these companies have significantly greater economic resources than our
own. Our Board has recognized that our compensation packages must be able to attract and
retain highly talented individuals that are committed to our goals and objectives, without
at this time paying cash salaries that are competitive with some of our peers with greater
economic resources. Our compensation structure is weighted towards equity compensation in
the form of options to acquire common stock, which the Board believes motivates and
encourages executives to pursue strategic opportunities while managing the risks involved
in our current business stage, and aligns compensation incentives with value creation for
our shareholders.

Components of Our
Executive Compensation Program

Our current executive compensation
program is entirely salary based. In the future we intend to incorporate additional
components we believe are necessary in order for the Company to provide a competitive
compensation package relative to our peers and to provide an appropriate mix between
short-term and long-term cash and non-cash compensation. Elements of our future executive
compensation are likely to include:

| | o | Base
Salary
| | - | -----------

| | o | Stock
Awards
| | - | ------------

| | o | Other
benefits available to all employees
| | - | -----------------------------------------

| | o | Items
specific to our President and Chief Executive Officer per an           employment
agreement
| | - | -------------------------------------------------------------------------------------------------

20

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Base Salary:   At present we do not
have a salary structure for employees and Executives, and amounts are based on skill set,
knowledge and responsibilities. Base salaries may be established as necessary. During the
year ended December 31, 2008 none of our Named Executive Officers received a salary
increase.

Stock Awards:   A portion of
compensation paid to our executives will be equity based. We believe equity compensation
helps align the interests of our executives with the interests of our shareholders. In
that regard, our executives compensation is subject to downside risk in the event
that our common stock price decreases. In addition, we believe stock awards provide
incentives to aid in the retention of key executives. No stock compensation awards were
granted during the year ending December 31, 2008.

Other Benefits:   Our Executive
Officers and employees receive no other benefits.

ITEM 12  SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table shows the share
ownership of officers, directors and 5% or greater shareholders as of May 4, 2009.
There are 48,450,999 common shares at May 4, 2009

|Name & Address (1)                              |  | No. Of Common
Shares |  | % of
Outstanding
|----------------------------------------------- |  | -------------------- |  | ----------------
|
|CalCounties Title Nation Company (2)            |  |                      |  | 22,000,000      
|Dennis R. Duffy (3)                             |  |                      |  | 583,863         
|Daniel J. Duffy (4)                             |  |                      |  | 658,863         
|Norm Francis (5)                                |  |                      |  | 558,863         
|Janis D. Okerlund (6)                           |  |                      |  | 287,968         
|Officers and Directors as a Group(four persons) |  |                      |  | 24,089,557      

|(1) | C/o
Team Nation Holding Corporation, 4667 MacArthur Boulevard, Suite 150,           Newport
Beach, CA 92660
|--- | -----------------------------------------------------------------------------------------------------------

|(2) | A
California corporation owned by Dennis R.           Duffy-one third; Daniel J. Duffy-one
third; and Janis Okerlund-one-third
|--- | ------------------------------------------------------------------------------------------------------------------------------

|(3) | Ms.
Held in the name of the The Duffy Family Trust.   Mr.           Duffy disclaims
any beneficial ownership of these shares, but under Rule 13-d(3), beneficial ownership of
these shares may be attributed to him.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Held
in the name of The Duffy Family Living Trust.  Mr. Duffy
               disclaims any beneficial ownership of these shares, but under Rule
13-d(3),                beneficial ownership of these shares may be attributed to him.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Held
in the name of Vision Management Solutions, LLC, controlled by Norman J.
               Francis, President of the Company.  Mr. Francis disclaims any
               beneficial ownership of these shares, but under Rule 13-d(3), beneficial
               ownership of these shares may be attributed to him.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Held
in the name of The Janis Okerlund Living Trust.  Ms. Okerlund
               disclaims any beneficial ownership of these shares, but under Rule
13-d(3),                beneficial ownership of these shares may be attributed to her.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ITEM 13. CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS

# Due from affiliate
 $104,060

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

# Notes receivable 
stockholders  $2,215,467

TEAM has notes receivable from four
affiliates of its four officers and directors in the total amount of $2,215,467 which was
used by the officers and directors to fund the purchase of CCTC. The original principal
of the loans totaled $2,600,000 which was paid in cash ($1,000,000 to the former
shareholder of CCTC and the balance used for CCTC working capital). The notes receivable
from the affiliates of the four officers and directors consist of four notes in the
original amount of $650,000 each which are non-interest bearing until May 31, 2008; and
interest only is payable at the rate of 5% per annum until the notes receivable are due
in full on May 1, 2014. A portion of the balance of the notes receivable was relieved
during the year ended December 31, 2008 with shares of TEAM common stock. 364,548 common
shares, valued at $1.00 per share for a total of $364,548.

# Notes payable 
shareholders  $0

Mortgage had received loans from
shareholders in the amount of $17,300 for working capital at December 31, 2007. This
amount was repaid during 2008.

21

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# Purchase of Orange
County, California Title plant

Team acquired the Orange County title
plant from CCTC in December 2007.  CCTC is wholly owned by affiliates of the
four officers and directors of Team.  The amount paid for the title plant was
based on an appraisal.  The consideration for the $710,000 purchase price
included $200,000 in cash and a note payable in the amount of $510,000.  The
note was repaid in December 2008.

# 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 December 31, 2008, the
annual future minimum fixed payments under this lease were $117,420.

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 this 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; has recognized a sublease
rent receivable in the amount of $168,387; and has charged the difference of $85,376 to
loss from discontinued operations.

We occupy a leased facility of
approximately 4,500 square feet in Newport Beach, California, in which our executive
offices are located. We sublease 2000 square feet of the space to CCTN, which houses a
title and escrow unit in the facility. In Pasadena, California, we sublease approximately
2400 square feet from CCTN in which is located our title plant and production services,
customer service, and one executive office.

# 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. The management agreement with First Southwest Title Company was terminated in
January 2009 and we have not collected any of the management fees called for by the
agreement.

Related party payables

The Company owed its affiliate, CCTC,
amounts at both December 31, 2008 and 2007. At December 31, 2007, TEAM owed CCTC $426,133
from the 2007 purchase of the Orange County, California, title plant from CCTC. This full
amount was repaid with management fee income owed to TEAM by CCTC. In 2008, CCTC provided
working capital for TEAM, increasing the related party payable and TEAM performed
services for CCTC, which reduced the related party payable. The ending related party
payable balance was $332,177 as of December 31, 2008.

Notes payable 
related party

TEAM has one note outstanding as of
December 31, 2008 to an affiliate owned by an officer and director in the amount of
$13,958. The note is due on demand within one year and does not bear interest. It was
satisfied in April 2009.

Purchase of Orange
County, California title plant

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

Management agreements

Management fee revenues

TEAM entered into management
agreements with CCTC, which is a Southern California title company operated by TEAMs
officers and directors, to manage all of their operations. TEAM provides management,
title plant and production services, customer service, sales and marketing support, HR
administration, IT administration and accounting services to both companies in exchange
for monthly management fees plus a share of net profits, determined quarterly. Total 2008
management fee revenue from CCTC was $1,200,000 and is shown as related party management
fees in the statement of operations. This agreement was subsequently amended as of
January 1, 2009.

Management fee expenses

TEAM entered into a management
agreement in 2007 with affiliates of the four officers and directors by which they would
actively manage operations, human resources, accounting services, sales, and marketing
efforts for the TEAM. Each of the four agreements calls for a $15,000 monthly fee. Total
expenses incurred in 2008 were $720,000. TEAM paid for the services partially in cash and
partially as a reduction in shareholder receivables. These agreements were amended on
January 1, 2009.

22

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ITEM 14  EXHIBITS,
FINANCIAL STATEMENT SCHEDULES

(a)    
          (1)        See attached Financial Statements.

(2)       
          Not applicable.

(3)       
          See (b) below.

(b)    
          Exhibits filed with this annual report.

|EXHIBITNO. | DESCRIPTION
|---------- | -----------

|3.1 | Articles
of Incorporation (1)
|--- | -----------------------------

|3.2 | Amended
and Restated Articles of Incorporation (2)
|--- | --------------------------------------------------

|3.3 | Amendment
to Articles of Incorporation
|--- | --------------------------------------

|10.1 | Agreement
and Plan of Reorganization dated June 17, 2008, between Registrant and Team Nation
Holdings Corporation; (4)
|---- | ----------------------------------------------------------------------------------------------------------------------

|10.2 | Management
Agreement dated October 24, 2007, between Team and First Southwestern Title Company of
California; (4)
|---- | -----------------------------------------------------------------------------------------------------------------

|10.3 | Operating
Agreement dated May 20, 2008, between Team and A.B.S. 16, LLC regarding Team Nations
Investment Group, LLC; (4)
|---- | -------------------------------------------------------------------------------------------------------------------------

|10.4 | Management
Agreement dated January 2, 2008, between Team and CCTC; (4)
|---- | ----------------------------------------------------------------------

|14.1 | Code
of Ethics
|---- | --------------

|16.1 | Letter
from Malone & Bailey, PC dated June 26, 2008, to the Securities and Exchange
Commission (5)
|---- | --------------------------------------------------------------------------------------------------

|16.2 | Letter
from Moore & Associates dated April 21, 2009 to the Securities and Exchange
Commission (6)
|---- | -------------------------------------------------------------------------------------------------

|31.1 | Section
302 Certification (CEO)
|---- | -------------------------------

|31.2 | Section
302 Certification (CFO)
|---- | -------------------------------

|32.1 | Section
906 Certification (CEO)
|---- | -------------------------------

|32.2 | Section
906 Certification (CFO)
|---- | -------------------------------

|(1) | Filed
as an exhibit to our Form SB-2 Registration Statement filed with the
               Commission on July 16, 2007, an incorporated herein by reference.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Filed
as an exhibit to our Form 10-QSB, filed with the Commission on August 14,
               2007, and incorporated herein by reference.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Filed
as an exhibit to our Form 8-K, filed with the Commission on March 14,
               2008, and incorporated herein by reference.
|--- | --------------------------------------------------------------------------------------------------------------------------------------

|(4) | Incorporated
by reference from the exhibits to Registrants Form 8-K filed                with
the Commission on June 20, 2008.
|--- | -------------------------------------------------------------------------------------------------------------------------------

|(5) | Incorporated
by reference from the exhibit to Registrants Form 8-K filed                with the
Commission on June 26, 2008
|--- | -----------------------------------------------------------------------------------------------------------------------------

|(6) | Incorporated
by reference from the exhibit to Registrants Form 8-K filed                with the
Commission on April 28, 2009
|--- | ------------------------------------------------------------------------------------------------------------------------------

|(c) | Not
applicable.
|--- | ---------------

23

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ITEM 15. PRINCIPAL ACCOUNTING
FEES AND SERVICES

# Audit Fees

Malone & Bailey, PC (Malone
& Bailey), Certified Public Accountants, were our independent auditors for the
fiscal year ended December 31, 2007. , 2006. On June 25, 2008, we dismissed Malone &
Bailey and engaged Moore & Associates, (Moore & Associates), Certified
Public Accountants as our independent registered public accounting firm. On April 10,
2009, our Board dismissed Moore & Associates and engaged Kelly & Company, PC, to
serve as the independent registered public accounting firm to audit our financial
statements and to serve as our independent registered public accounting firm for the
fiscal year ended December 31, 2008.

We incurred aggregate fees payable to
Malone & Bailey of approximately $40,750 for the fiscal year ended December 31,
2007, and paid them $49,525 for the fiscal year ended December 31, 2006, for
professional services rendered for the audit of our annual financial statements for the
year ended December 31, 2007; and for review of the financial statements included in our
quarterly reports on Form 10QSB during these fiscal years. We incurred aggregate fees
payable to Moore & Associates of $23,125 for review of the financial statements
included in our quarterly reports on Form 10QSB during the fiscal year ended December 31,
2008.

We did not pay any fees to Kelly
& Company during the fiscal years ended December 31, 2007 or 2006. Subsequent to
December 31, 2007 we have incurred fees payable to Kelly & Co., PC of approximately
$90,000 for professional services rendered for the audit of our financial
statements for the year ended December 31, 2008.

# Audit-Related Fees

Neither Malone & Bailey, Moore
& Associates nor Kelly & Company, PC were paid any additional fees for the fiscal
years ended December 31, 2008 or 2007 for services related to the performance of the audit
or review of our financial statements.

# Tax Fees

No fees were paid for tax related
services to any independent advisors during the years ended December 31, 2008 or 2007.

# Other Fees

Neither Malone & Bailey, Moore
& Associates nor Kelly & Company, PC were paid any other fees for professional
services during the fiscal years ended December 31, 2008 or 2007.

24

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SIGNATURES

Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

|                  | Team Nation Holdings Corporation |                                                      
|----------------- | -------------------------------- | -----------------------------------------------------
|                  |                                  |                                                      
|Date: May 4, 2009 | By:                              | /s/ Dennis R. Duffy                                  
|                  |                                  | Dennis R. Duffy              
Chief Executive Officer
|                  |                                  |                                                      
|                  |                                  |                                                      

Pursuant to the requirements of the
Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.

|                  |     |                                                      
|----------------- | --- | -----------------------------------------------------
|                  |     |                                                      
|Date: May 4, 2009 | By: | /s/ Dennis R. Duffy                                  
|                  |     | Dennis R. Duffy              
Chief Financial Officer
|                  |     |                                                      
|                  |     |                                                      

DIRECTORS

|                  |     |                                       
|----------------- | --- | --------------------------------------
|                  |     |                                       
|Date: May 4, 2009 | By: | /s/ Dennis R. Duffy                   
|                  |     | Dennis R. Duffy              
Director
|                  |     |                                       
|Date: May 4, 2009 | By: | /s/ Daniel J. Duffy                   
|                  |     | Daniel J. Duffy             
Director 
|                  |     |                                       
|Date: May 4, 2009 | By: | /s/ Norman J. Francis                 
|                  |     | Norman J. Francis           
Director 
|                  |     |                                       
|Date: May 4, 2009 | By: | /s/ Janis Okerlund                    
|                  |     | Janis Okerlund            
Director   
|                  |     |                                       
|                  |     |                                       

25

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