DKTS / Top Shelf Brands Holdings Corp. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Regulation FD Disclosure, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 16, 2014 TOP SHELF BRANDS HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 333-144597 26-3876357 (State or other jurisdiction of incorporation) (

DATED MAY 6, 2014

EXHIBIT 99.02 PRESS RELEASE DATED MAY 6, 2014 Top Shelf Brand Holdings Corp files for Summary Judgment in Florida Court Houston, TX (NEWSWIRE) May 6, 2014 – Top Shelf Brands Holdings, (a Nevada Corporation) (OTCBB: TEMN), announces it has filed a motion for summary judgment in the case pending in Florida asking the court that is holding the shares to agree the certificates were improperly issued a

DATED APRIL 28, 2014

EX-99.01 2 ex99-01.htm EX-99.01 EXHIBIT 99.01 PRESS RELEASE DATED APRIL 28, 2014 Top Shelf Brand Holdings Corp finalizes acquisition of Dziaq and Besado Houston, TX (NEWSWIRE) April 28, 2014 – Top Shelf Brands Holdings, (a Nevada Corporation) (OTCBB: TEMN), announced today it has completed the acquisition of the Dziaq Liqueur and Besado Ultra Premium Tequila brands from OTR. Top Shelf Brands has a

Regulation FD Disclosure, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 28, 2014 TOP SHELF BRANDS HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 333-144597 98-0441861 (State or other jurisdiction of incorporation) (Comm

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 7, 2014 TOP SHELF BRANDS HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 333-144597 98-0441861 (State or other jurisdiction of incorporation) (Commi

- 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 333-144597 Team Nation Holdings, Corp. (Exact name of registrant as specifie

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2014 Team Nation Holdings, Corp. (Exact name of registrant as specified in its charter) Nevada 333-144597 26-3876357 (State or other jurisdiction of incorporation) (Commi

Financial Statements and Exhibits, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 15, 2014 Team Nation Holdings, Corp. (Exact name of registrant as specified in its charter) Nevada 333-144597 26-3876357 (State or other jurisdiction of incorporation) (Commis

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Impairments, Completion of Acquisition or Disposition of Assets -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 15, 2012 Team Nation Holdings, Corp.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 5, 2012 Team Nation Holdings, Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED September 30, 2011 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file No. 333-144597 TEAM NATION HOLDINGS CORPORATION (Exact name of registra

United States Securities and Exchange Commission Form 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K oForm 20-F oForm 11-K xForm 10-Q oForm N-SAR For Period Ended: September 30, 2011 o Transition report on Form 10-K o Transition Report o

United States Securities and Exchange Commission Form 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K oForm 20-F oForm 11-K xForm 10-Q oForm N-SAR For Period Ended: September 30, 2011 o Transition report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-SAR For the Transition Period Ended: NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 2011 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file No. 333-144597 TEAM NATION HOLDINGS CORPORATION (Exact name of registrant as

United States Securities and Exchange Commission Form 12b-25 NOTIFICATION OF LATE FILING (Check One): oForm 10-K oForm 20-F oForm 11-K xForm 10-Q oForm N-SAR For Period Ended: June 30, 2011 o Transition report on Form 10-K o Transition Report on Form

United States Securities and Exchange Commission Form 12b-25 NOTIFICATION OF LATE FILING (Check One): oForm 10-K oForm 20-F oForm 11-K xForm 10-Q oForm N-SAR For Period Ended: June 30, 2011 o Transition report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-SAR For the Transition Period Ended: NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TEAM NATION HOLDINGS CORP. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TEAM NATION HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada 98-0441861 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) Team Nation Holdings Corp. 4667 MacArthur Boulevard Suite 310 N

Employees and Consultants Stock Compensation Plan, dated April 15, 2011

EX-10.E 3 ex10-e.htm Exhibit 10.E TEAM NATION HOLDINGS CORP. 2011 EMPLOYEES AND CONSULTANTS STOCK COMPENSATION PLAN MAY 19, 2011 1. Purposes of the Plan. The purposes of this Stock Compensation Plan are: • to attract and retain the best available personnel for positions of substantial responsibility, • to provide additional incentive to Employees and Consultants, including board members, and provi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED March 31, 2011 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file No. 333-144597 TEAM NATION HOLDINGS CORPORATION (Exact name of registrant a

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 28, 2011 TEAM NATION HOLDINGS CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-144597 98-0441861 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-K

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, 2010 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

United States Securities and Exchange Commission Form 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K oForm 20-F oForm 11-K oForm 10-Q oForm N-SAR For Period Ended: December 31, 2010 o Transition report on Form 10-K o Transition Report on

United States Securities and Exchange Commission Form 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K oForm 20-F oForm 11-K oForm 10-Q oForm N-SAR For Period Ended: December 31, 2010 o Transition report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-SAR For the Transition Period Ended: NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 16, 2011 TEAM NATION HOLDINGS CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-144597 98-0441861 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 26, 2011 TEAM NATION HOLDINGS CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-144597 98-0441861 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED September 30, 2010 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file No. 333-144597 TEAM NATION HOLDINGS CORPORATION (Exact name of registra

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 2010 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file No. 333-144597 TEAM NATION HOLDINGS CORPORATION (Exact name of registrant as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED March 31, 2010 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file No. 333-144597 TEAM NATION HOLDINGS CORPORATION (Exact name of registrant a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-K

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, 2009 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

United States Securities and Exchange Commission Form 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K oForm 20-F oForm 11-K oForm 10-Q oForm N-SAR For Period Ended: December 31, 2009 o Transition report on Form 10-K o Transition Report on

United States Securities and Exchange Commission Form 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K oForm 20-F oForm 11-K oForm 10-Q oForm N-SAR For Period Ended: December 31, 2009 o Transition report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-SAR For the Transition Period Ended: NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 27, 2010 TEAM NATION HOLDING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 27, 2010 TEAM NATION HOLDINGS CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-144597 98-0441861 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Settlement Agreement and General Release

EX-10.1 2 ex10-1.htm Exhibit 10.1 SETTLEMENT AGREEMENT AND GENERAL RELEASE THIS SETTLEMENT AGREEMENT AND GENERAL RELEASE (hereinafter “Settlement Agreement”) is entered into on January 21, 2010, by and between PROFESSIONAL BUSINESS BANK, a California corporation, BELVEDERE SOCAL, a California corporation, WILLIAM BARIBAULT, an individual, STEVAN SAYLOR, an individual, NORMAN O. BROYER, an individu

AMENDED CERTIFICATE OF DESIGNATIONS, PREFERENCES, AND RIGHTS of SERIES A CONVERTIBLE PREFERRED STOCK of TEAM NATION HOLDINGS CORPORATION (Pursuant to Section 78.1955 of the Nevada General Corporation Law)

EX-3.4 2 temn8k-ex3x4.htm EXHIBIT 3.4 Exhibit 3.4 AMENDED CERTIFICATE OF DESIGNATIONS, PREFERENCES, AND RIGHTS of SERIES A CONVERTIBLE PREFERRED STOCK of TEAM NATION HOLDINGS CORPORATION (Pursuant to Section 78.1955 of the Nevada General Corporation Law) Team Nation Holdings Corporation, a corporation organized and existing under the Nevada General Corporation Law (the "Corporation"), hereby certi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 4, 2009 TEAM NATION HOLDINGS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 4, 2009 TEAM NATION HOLDINGS CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-144597 98-0441861 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 18, 2009 TEAM NATION HOLDINGS CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-144597 98-0441861 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

SECURED & COLLATERALIZED PROMISSORY NOTE $500,000 PLUS INTEREST DUE & PAYABLE DOCUMENT C-11092009a

EX-4.2 3 temn8k-ex4x2.htm Exhibit 4.2 SECURED & COLLATERALIZED PROMISSORY NOTE $500,000 PLUS INTEREST DUE & PAYABLE DOCUMENT C-11092009a THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR APPLICABLE EXEMPTION OR SAFE HARBOR PROVISION. FOR VALUE

CONVERTIBLE PROMISSORY NOTE $600,000 PLUS INTEREST DUE & PAYABLE DOCUMENT B-11092009a

Exhibit 4.1 CONVERTIBLE PROMISSORY NOTE $600,000 PLUS INTEREST DUE & PAYABLE DOCUMENT B-11092009a THIS NOTE AND THE SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION ST

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS LIQUIDITY, FINANCIAL CONDITION AND GOING CONCERN RESULTS OF OPERATIONS Comparison of Nine Month Period Ended September 30, 2008 to the Nine Month Period End

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED September 30, 2009 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file No. 333-144597 TEAM NATION HOLDINGS CORPORATION (Exact name of registra

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 14, 2009 TEAM NATION HOLDINGS CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-144597 98-0441861 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 8, 2009 TEAM NATION HOLDINGS CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-144597 98-0441861 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 1, 2009 TEAM NATION HOLDINGS CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-144597 98-0441861 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

ORDER TO RESCIND SUMMARY ORDER TO CEASE AND DESIST

Exhibit 99.2 COMMONWEALTH OF PENNSYLVANIA BEFORE THE PENNSYLVANIA SECURITIES COMMISSION IN THE MATTER OF TEAM Nation Holdings, Inc.” Atlantic Capital Holdings, Inc. Robert Stein RESPONDENTS ADMINISTRATIVE PROCEEDING Docket No. 2009-04-07 ORDER TO RESCIND SUMMARY ORDER TO CEASE AND DESIST WHEREAS, on April 23, 2009, the Pennsylvania Securities Commission (Commission) issued a Summary Order to Cease

LIQUIDITY, FINANCIAL CONDITION AND GOING CONCERN RESULTS OF OPERATIONS Comparison of Six Month Period Ended June 30, 2009 to the Six Month Period Ended June 30, 2009 Costs and expenses

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 2009 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file No. 333-144597 TEAM NATION HOLDINGS CORPORATION (Exact name of registrant as

PART II — RULES 12B-25(b) AND (c) PART III — NARRATIVE PART IV — OTHER INFORMATION

United States Securities and Exchange Commission Form 12b-25 NOTIFICATION OF LATE FILING (Check One): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form N-SAR For Period Ended: June 30, 2009 o Transition report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-SAR For the Transition Period Ended: NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 15, 2009 TEAM NATION HOLDINGS CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-144597 98-0441861 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

AMENDED AND RESTATED STOCK PURCHASE AGREEMENT TEAM Nation Holdings, Inc., a Nevada corporation ("Buyer") David Kayton, an individual ("Seller") First Southwestern Title Company of California, a California corporation ("Company") Dated: June 15, 2009

Exhibit 10.6 AMENDED AND RESTATED STOCK PURCHASE AGREEMENT among TEAM Nation Holdings, Inc., a Nevada corporation ("Buyer") and David Kayton, an individual ("Seller") and First Southwestern Title Company of California, a California corporation ("Company") Dated: June 15, 2009 AMENDED AND RESTATED STOCK PURCHASE AGREEMENT THIS AMENDED AND RESTATED STOCK PURCHASE AGREEMENT (the "Agreement"), dated a

AGREEMENT AND PLAN OF REORGANIZATION

EX-10.5 2 temn8k-ex10x1.htm AGREEMENT AND PLAN OF REORGANIZATION DATED JUNE 10, 2009 Exhibit 10.5 AGREEMENT AND PLAN OF REORGANIZATION This Agreement is made as of the 10th day of June 2009 by and among Team Nation Holdings Corporation, a Nevada corporation (hereinafter referred to as "TEMN”) CalCounties Title Nation, a California corporation (hereinafter referred to as "CALCOUNTIES"), and the hol

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 10, 2009 TEAM NATION HOLDINGS CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-144597 98-0441861 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 1, 2009 TEAM NATION HOLDINGS CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-144597 98-0441861 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

PART II — RULES 12B-25(b) AND (c) PART III — NARRATIVE PART IV — OTHER INFORMATION

United States Securities and Exchange Commission Form 12b-25 NOTIFICATION OF LATE FILING (Check One): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form N-SAR For Period Ended: March 31, 2009 o Transition report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-SAR For the Transition Period Ended: NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.

Via certified mail

Exhibit 99.2 Via certified mail May 13, 2009 Jeanne S. Parson Secretary Pennsylvania Securities Commission Eastgate Office Building, 2nd Floor 1010 North Seventh Street Harrisburg, PA 17102-1410 Re: Team Nation Holdings, Inc. Atlantic Capital Holdings, Inc. Robert Stein Docket No. 2009-04-07 Dear Ms. Parsons: Please accept this communication as a formal request for hearing on the above mentioned D

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 13, 2009 TEAM NATION HOLDINGS CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-144597 98-0441861 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

COMMONWEALTH OF PENNSYLVANIA BEFORE THE PENNSYLVANIA SECURITIES COMMISSION SUMMARY ORDER TO CEASE AND DESIST

Exhibit 99.1 COMMONWEALTH OF PENNSYLVANIA BEFORE THE PENNSYLVANIA SECURITIES COMMISSION IN THE MATTER OF TEAM Nation Holdings, Inc. Atlantic Capital Holdings, Inc. Robert Stein ADMINISTRATIVE PROCEEDING Docket No. 2009-04-07 RESPONDENT SUMMARY ORDER TO CEASE AND DESIST Based upon a preliminary investigation conducted by the staff of the Pennsylvania Securities Commission (Commission), the Commissi

EX-14

Exhibit 14 TEAM NATION HOLDINGS CORPORATION CODE OF ETHICS Principles Governing Professional and Ethical Conduct It is the policy of TEAM NATION HOLDINGS CORPORATION (the "Company") that the Company's Chief Executive Officer, Chief Financial Officer, principal accounting officer and controller (or persons performing similar functions) adhere to, advocate and promote the following principles: o Hon

EX-3..3

Exhibit 3.3 R0SS MILLER Secretary of State 204 North Carson Street Carson City, Nevada 89701-4200 (775) 684 8708 Website: secretaryofstate.biz Filed in the office of | Document Number | 20080424531-89 | Filing Date and Time Ross Miller | 06/25/2008 8:00 AM Secretary of State | Entity Number State of Neveda | C30858-2004 Certificate of Amendment (PURSUANT TO NRS 78.385 AND 78.390) Certificate of Am

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-K Commission file number: 333-144597 SUMMARY Operating Strategy Growth Strategies Competition Employees Item 1A Risk Factors The title insurance industry experiences seaso

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

ACCOUNTANTS AND ADVISORS

Exhibit 16.2 MOORE & ASSOCIATES, CHARTERED ACCOUNTANTS AND ADVISORS PCAOB REGISTERED April 21, 2009 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Team Nation Holdings Corporation File No. 333-144597 Ladies and Gentlemen: We have read the statements that we understand Team Nation Holdings Corporation will include under Item 4.01 of the Form 8-K/A report it wil

FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Item 4.01 Changes in Registrant’s Certifying Accountant. Item 9.01 Financial Statements and Exhibits SIGNATURE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 10, 2009 TEAM NATION HOLDINGS CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-144597 98-0441861 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

TEAM Nation Holdings 4667 MacArthur Boulevard, Suite 150 Newport Beach, CA 92660 p. 949-885-9892 f. 949.608.3599

CORRESP 1 filename1.htm Correspondence TEAM Nation Holdings 4667 MacArthur Boulevard, Suite 150 Newport Beach, CA 92660 p. 949-885-9892 f. 949.608.3599 April 22, 2009 United States Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington D.C. 20549 - 3010 Attention Mark Rakip – Staff Accountant Re: Team Nation Holdings Corporation, SEC file No. 333-144597 Lett

Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 10, 2009 TEAM NATION HOLDINGS CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-144597 98-0441861 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

PART II — RULES 12B-25(b) AND (c) PART III — NARRATIVE PART IV — OTHER INFORMATION

United States Securities and Exchange Commission Form 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form N-SAR For Period Ended: December 31, 2008 o Transition report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-SAR For the Transition Period Ended: NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2008 Commission File Number: 333-144597 TEA

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2008 Commission File Number: 333-144597 TEAM NATION HOLDINGS CORPORATION (Name of Registrant as Specified in its Charter) NEVADA 98-0441861 (State or other jurisdiction of incorporation or orga

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): oForm 10-K oForm 20-F oForm 11-K x Form 10-Q o Form N-SAR oForm N-CSR For Period Ended: September 30, 2008 oTransition Report o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): oForm 10-K oForm 20-F oForm 11-K x Form 10-Q o Form N-SAR oForm N-CSR For Period Ended: September 30, 2008 oTransition Report on Form 10-K oTransition Report on Form 20-F oTransition Report on Form 11-K oTransition Report on Form 10-Q oTransition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended: June 30, 2008 Commission File Number: 333-144597

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended: June 30, 2008 Commission File Number: 333-144597 TEAM NATION HOLDINGS CORPORATION (Exact name of Registrant as Specified in Its charter) Nevada 98-0441861 (State of Incorporation) (IRS Employer Iden

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Completion of Acquisition or Disposition of Assets

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT No.1 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT: (DATE OF EARLIEST EVENT REPORTED): June 17, 2008 Commission File Number: 333-144597 TEAM NATION HOLDINGS CORPORATION (Name of Registrant as Specified in its Charter) SUNCROSS EXPLORATION CORPORATION (Former Na

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) ? June 25, 2008 TEAM NATION HOLDINGS CORPORATION (Exact name of registrant as specified in its charter) SUNCROSS EXPLORATION CORPORATION (Former name of registrant as specified in its

Letter from Malone & Bailey, PC, dated June 26, 2008, to the Securities and Exchange Commission

EX-16.1 2 ex16-1.htm EXHIBIT 16.1 June 26, 2008 Office of Chief Accountant Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 RE: Team Nation Holdings Corporation (Formerly Suncross Exploration Corporation) Commission File Number: 333-144597 We have read the statements under Item 4.01 of the Form 8-K regarding the recent change of auditors. We agree with all such statemen

Management Agreement dated October 24, 2007, between Team and First Southwestern Title Company of California;

Exhibit 10.2 MANAGEMENT AGREEMENT BY AND BETWEEN TEAM NATION HOLDING CORPORATION, INC. AND FIRST SOUTHWESTERN TITLE COMPANY OF CALIFORNIA THIS AGREEMENT is made by and between TEAM NATION HOLDING CORPORATION, a California corporation ("TEAM NATION") and First Southwestern Title Company of California, a California corporation ('"FIRST SOUTHWESTERN TITLE") (collectively, the "Parties"). RECITALS A.

Agreement and Plan of Reorganization dated June 17, 2008, between Registrant and Team Nation Holdings Corporation;

EX-10.1 2 ex10-1.htm Exhibit 10.1 AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is dated June 17, 2008, and is by and between Suncross Exploration Corporation, a Nevada corporation (the “Company”) and Team Nation Holding Corporation, a California corporation (“Team Nation”). R E C I T A L S WHEREAS, the shareholders of Team Nation ("Shareholders")

TEAM Nation Holding Corporation (Formerly Real Estate Services Holding, Inc.) Consolidated Financial Statements From Inception of Operations (February1, 2007) through December 31, 2007 MOORE & ASSOCIATES, CHARTERED ACCOUNTANTS AND ADVISORS PCAOB REGI

EX-99.1 7 ex99-1.htm Exhibit 99.1 TEAM Nation Holding Corporation (Formerly Real Estate Services Holding, Inc.) Consolidated Financial Statements From Inception of Operations (February1, 2007) through December 31, 2007 MOORE & ASSOCIATES, CHARTERED ACCOUNTANTS AND ADVISORS PCAOB REGISTERED REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors Team Nation Holding Corpora

TEAM Nation Holding Corporation Consolidated Financial Statements Three months ended March 31, 2008

EX-99.2 8 ex99-2.htm Exhibit 99.2 TEAM Nation Holding Corporation Consolidated Financial Statements Three months ended March 31, 2008 (Unaudited) TEAM NATION HOLDING CORPORATION AND SUBSIDIARIES Consolidated Balance Sheet March 31, 2008 (unaudited) and December 31, 2007 March 31, 2008 December 31, (Unaudited) 2007 ASSETS Current assets: Cash and cash equivalents $ 32,498 $ 34,092 Restricted cash 1

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT: (DATE OF EARLIEST EVENT REPORTED): June 17, 2008 Commission File Number: 333-144597 SUNCROSS EXPLORATION CORPORATION (Name of Registrant as Specified in its Charter) NEVADA 98-0441861 (State or other jurisdiction of i

Operating Agreement dated May 20, 2008, between Team and A.B.S. 16, LLC regarding Team Nations Investment Group, LLC;

EX-10.3 4 ex10-3.htm Exhibit 10.3 OPERATING AGREEMENT OF TEAM NATION INVESTMENT GROUP, LLC This OPERATING AGREEMENT (“Agreement”) is made this 20th day of May, 2008, by A.B.S.I.G. LLC, a California limited liability corporation, and TEAM NATION HOLDING CORPORATION, a California corporation (each of whom is referred to individually as a “Member”; all of them are referred to collectively as “Members

SUNCROSS EXPLORATION CORPORATION AND TEAM NATION HOLDING CORPORATION Pro Forma Financial Statements As of March 31, 2008, for the three months ended March 31, 2008 and for the year ended December 31, 2007

Exhibit 99.3 SUNCROSS EXPLORATION CORPORATION AND TEAM NATION HOLDING CORPORATION Pro Forma Financial Statements As of March 31, 2008, for the three months ended March 31, 2008 and for the year ended December 31, 2007 The accompanying unaudited pro forma combined financial information shows the financial statements of Suncross Exploration Corporation (?Suncross?) and the financial statements of TE

Management Agreement dated January 2, 2008, between Team and CCTC;

EX-10.4 5 ex10-4.htm Exhibit 10.4 Independent Management Agreement This Management Agreement (the "Agreement") is entered Into this 2nd day of January 2008, by and between TEAM Nation Holding Corporation ("TEAM") located at 8707 Research Drive, Irvine, CA 92618 and Callfornla Counties Title Company (the "Company"), located at: 8707 Research Drive, Irvine CA 92618. In consideration of the mutual pr

Current Report

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT: (DATE OF EARLIEST EVENT REPORTED): May 19, 2008 Commission File Number: 333-144597 SUNCROSS EXPLORATION CORPORATION (Name of Small Business Issuer in its Charter) NEVADA 98-0441861 (State or other jurisdiction of (IRS Employer

Certificate of Amendment (PURSUANT TO NRS 78.385 AND 78.390)

EX-3.1 2 ex3-1.htm CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION Exhibit 3.1 ROSS MILLER Secretary of State 204 North Carson Street, Ste 1 Carson City, Nevada 89701-4299 (775) 684 5708 Website: secretaryofstate.biz Certificate of Amendment (PURSUANT TO NRS 78.385 AND 78.390) USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY Certificate of Amendment to Articles of Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2008 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission file number: 333-144597 SUNCROSS EXPLORATION CORPOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-KSB [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2007 [ ] TRANSITION REPORT UNDER SECTION 13

10KSB 1 suncross10ksb123107.htm SUNCROSS EXPLORATION CORPORATION FORM 10-KSB DECEMBER 31, 2007 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-KSB [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2007 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 31 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Hugh Downing, certify that: 1.

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 32 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.

Stock Purchase Agreement

Exhibit 10.1 Stock Purchase Agreement THIS STOCK PURCHASE AGREEMENT (this ?Agreement?) is made effective as of the 5th day of March 2008, by and among Valda Downing and Karl Antonius (collectively the ?Sellers?) and Hugh Downing (being herein referred to as ?Purchaser?). PRELIMINARY STATEMENTS A. Ms. Downing is an individual owning an aggregate of 5,500,000 shares of Suncross Exploration Corporati

Changes in Control of Registrant

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT: (DATE OF EARLIEST EVENT REPORTED): March 5, 2008 Commission File Number: 333-144597 SUNCROSS EXPLORATION CORPORATION (Name of Small Business Issuer in its Charter) NEVADA 98-0441861 (State or other jurisdiction of (IRS Employe

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 31 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Valda Downing, certify that: 1.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2007 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission file number: 333-144597 SUNCROSS EXPLORATION

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 32 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2007 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission file number: 333-144597 SUNCROSS EXPLORATION CORPO

ROSS MILLER Secretary of State 204 North Carson Street, Ste 1 Carson City, Nevada 89701-4299 (775) 684 5708 Website: secretaryofstate.biz

Exhibit 3.2 ROSS MILLER Secretary of State 204 North Carson Street, Ste 1 Carson City, Nevada 89701-4299 (775) 684 5708 Website: secretaryofstate.biz Certificate of Amendment (PURSUANT TO NRS 78.385 AND 78.390) USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporations (Pursuant to NRS 78.385 and 78.

Suncross Exploration Corporation 435 Martin Street, Suite 3150 Blaine, Washington 98230 Phone: (604) 377 -8855 August 9, 2007

Suncross Exploration Corporation 435 Martin Street, Suite 3150 Blaine, Washington 98230 Phone: (604) 377 -8855 August 9, 2007 Mr.

The Loev Law Firm, PC

The Loev Law Firm, PC 6300 West Loop South, Suite 280 Bellaire, Texas 77401 Telephone (713) 524-4110 Facsimile (713) 524-4122 August 8, 2007 Mr.

DIAMOND S HOLDINGS LTD. 818-470 Granville Street Vancouver, B.C. Canada V6C 1V5

Exhibit 10.2 DIAMOND S HOLDINGS LTD. 818-470 Granville Street Vancouver, B.C. Canada V6C 1V5 INVOICE To: Suncross Exploration Corporation February 12, 2007 846 Martin Street Suite 3150 Blaine, Washington USA 98230 Re: ARGO CLAIM Trenching and Sampling Over Known Mineralized Area September 10 to 27, 2006 Completion of Phase One Exploration Program as Outlined in ?Geological Exploration Report on th

Stock Purchase Agreement

Exhibit 10.3 Stock Purchase Agreement THIS STOCK PURCHASE AGREEMENT (this ?Agreement?) is made effective as of the day of February 2007, by and among Karl Antonius (the ?Seller?) and Valda Downing (being herein referred to as ?Purchaser?). PRELIMINARY STATEMENTS A. Seller is an individual owning an aggregate of 10,000,000 shares of Suncross Exploration Corporation (?Suncross?), and is willing to s

AMENDED AND RESTATED BYLAWS SUNCROSS EXPLORATION CORPORATION a Nevada corporation ARTICLE 1.

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF SUNCROSS EXPLORATION CORPORATION a Nevada corporation ARTICLE 1. DEFINITIONS 1.1 Definitions. Unless the context clearly requires otherwise, in these Bylaws: (b) "Bylaws" means these bylaws as adopted by the Board and includes amendments subsequently adopted by the Board or by the Stockholders. (c) "Articles of Incorporation" means the Articles of Incorpo

Registration No. ___________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SUNCROSS EXPLORATION CORPORATION (Name of small business issuer in its charter) Nev

As filed with the Securities and Exchange Commission on July 16, 2007 Registration No.

Mineral Tenure Act SECTION 57 & 58 BILL OF SALE ABSOLUTE

Exhibit 10.1 BRITISH Ministry of Employment and Investment COLUMBIA Energy and Minerals Division Mineral Titles Branch Mineral Tenure Act SECTION 57 & 58 BILL OF SALE ABSOLUTE Indicate Type of Title: [X] Mineral [ ] Placer Mining Division: Kamloops Seller: Purchaser: I, Kimberly Carla Sinclair Suncross Exploration Corporation 818-470 Granville St. 835 Martin Street, Suite 3150 Vancouver, B.C. Blai

ARTICLES OF INCORPORATION (PURSUANT TO NRS 78)

Exhibit 3.1 ARTICLES OF INCORPORATION (PURSUANT TO NRS 78) 1. Name of Corporation: Suncross Exploration Corporation 2. Resident Agent Name and Street Address: CSC Services of Nevada, Inc. 502 E John St., Carson City, Nevada 89706 3. Shares: Number of shares with par value: 100,000,000 Common / 20,000,000 Preferred, Par Value: $0.001 Number of shares without par value: -0- 4. Names & Addresses of B