UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2008

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 000-50059

Paladin Holdings, Inc.

(Exact name of registrant as specified in its charter)

FLORIDA

94-3371514

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)


2344 WOODRIDGE AVENUE, KINGSPORT, TN		37664
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number: (423) 247-9560

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2) of the Exchange Act. Check one:

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

The number of shares outstanding of the Registrant’s common stock as of August 15, 2008 was 22,512,900.

TABLE OF CONTENTS


PART I		FINANCIAL INFORMATION

Item 1		Financial Statements

		Consolidated Balance Sheets As of June 30, 2008 (unaudited) As of December 31, 2007

		Consolidated Statements of Income Three Months and Six Months ended June 30, 2008 and June 30, 2007 (unaudited)

		Consolidated Statements of Cash Flows Three Months and Six Months ended June 30, 2008 and March 31, 2007 (unaudited)

		Notes to Consolidated Financial Statements

Item 2		Management’s Discussion and Analysis of Financial Condition and Results of Operation

Item 3		Quantitative and Qualitative Disclosures About Market Risk

Item 4		Controls and Procedures

PART II		OTHER INFORMATION

Item 1		Legal Proceedings

Item 1A		Risk Factors

Item 2		Unregistered Sales of Equity Securities and Use of Proceeds

Item 3		Defaults Upon Senior Securities

Item 4		Submission of Matters to a Vote of Security Holders

Item 5		Other Information

Item 6		Exhibits

PALADIN HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

June 30, 2008 (Unaudited) and December 31, 2007


ASSETS
	(Unaudited) June 30, 2008		December 31, 2007
CURRENT ASSETS
Cash	7,832		73,659
Investments	32,410		47,648
Accounts receivable - Trade	839,347		649,508
Inventory	1,273,686		1,250,521
Prepaid expenses	103,439		117,252

TOTAL CURRENT ASSETS	2,256,714		2,138,588

FIXED ASSETS
Buildings	1,800		1,800
Furniture & fixtures	86,572		86,572
Equipment	1,271,733		1,268,465
Vehicles	258,769		258,769
Leasehold improvements	112,345		112,345

	1,731,219		1,727,951
Less: Accumulated depreciation	(862,746	)	(772,196	)

	868,473		955,755
OTHER ASSETS
Prepaid insurance and deposits	28,962		7,173
Notes receivable	385,187		385,187
Other assets	4,035,355		4,035,355
Prepaid stock expense	208,048		208,048
Goodwill - Investment in contracts	229,280		229,280

	4,886,832		4,865,043

	8,012,019		7,959,386


LIABILITIES AND STOCKHOLDERS’ EQUITY
	(Unaudited) June 30, 2008		December 31, 2007
CURRENT LIABILITIES
Accounts Payable	590,656		663,463
Accrued and withheld taxes	619,385		568,814
Other liability	8,998		11,610

TOTAL CURRENT LIABILITIES	1,219,039		1,243,887
Long-term Debt
Notes payable	698,721		698,721
Notes payable - officer	1,751,978		1,513,693

	2,450,699		2,212,414

TOTAL LIABILITIES	3,669,738		3,456,301

STOCKHOLDERS’ EQUITY
Preferred stock	818,888		818,888
Common stock	225,129		222,628
Additional contributed capital	7,193,573		7,169,073
Retained deficit	303,256		491,061
Accumulated other comprehensive loss	(4,198,565	)	(4,198,565	)

	4,342,281		4,503,085

	8,012,019		7,959,386

See accompanying notes and accountant’s report.

PALADIN HOLDINGS, INC.

CONSOLIDATED STATEMENT OF INCOME

Three Months and Six Months Ended June 30, 2008 and 2007


	Three Months Ended June 30,					Year to Date June 30,
	(Unaudited) 2008		(Unaudited) 2007			(Unaudited) 2008		(Unaudited) 2007
REVENUES	178,200		$	226,035		498,303		$	301,681
EXPENSES
Payroll and employee benefits	67,043			172,033		163,990			358,720
Depreciation and amortization	60,000			44,240		90,550			88,480
Other operating expense	197,775			217,906		358,800			540,006

	324,818			434,179		613,340			987,206

INCOME (LOSS) FROM OPERATIONS	-146618			(208,144	)	(115,037	)		(685,525	)
OTHER INCOME/(EXPENSE)
Interest income				0					0
Interest expense	(60,019	)		(58,696	)	(118,462	)		(109,200	)
Miscellaneous	0			0		0			0

Total Other Income/(Expense)	(60,019	)		(58,696	)	(118,462	)		(109,200	)

INCOME (LOSS) BEFORE INCOME TAXES/BENEFITS AND EQUITY IN EARNINGS OF UNCONSOLIDATED SUBSIDIARY	(206,637	)		(266,840	)	(233,499	)		(794,725	)
Income tax (expense)/benefit	0			0					0

INCOME BEFORE EQUITY IN EARNINGS OF UNCONSOLIDATED SUBSIDIARY	(206,637	)		(266,840	)	(233,499	)		(794,725	)
Equity in earnings of unconsolidated subsidiary	0			(15,377	)				16,053
NET INCOME (LOSS)	(206,637	)		(282,217	)	(233,499	)		(778,672	)

NET INCOME/(LOSS) from operations per share	(0.01	)	$	(0.01	)	(0.01	)	$	(0.03	)
NET INCOME/(LOSS) per share	(0.01	)	$	(0.01	)	(0.01	)	$	(0.04	)
Average shares outstanding	22,512,900			21,760,225		22,512,900			21,760,225

See accompanying notes and accountant’s report.

PALADIN HOLDINGS, INC.

CONSOLIDATED STATEMENT CHANGES OF STOCKHOLDERS’ EQUITY

Six Months Ended June 30, 2008 (Unaudited)


								ACCUMULATED
					ADDITIONAL			OTHER
	PREFERRED STOCK		COMMON STOCK		PAID IN	STOCK	RETAINED	COMPREHENSIVE
	SHARES	AMOUNT	SHARES	AMOUNT	CAPITAL	WARRANTS	EARNINGS	INCOME		TOTAL
Balance at beginning of December 31, 2007	818,888	818,888	22,262,818	222,628	7,169,073	—	491,062	(4,198,565	)	4,503,086
Shares issued for service										—
Net other comprehensive income							-233499			(233,499	)
										—

Balance at June 30, 2008
	818,888	818,888	22,262,818	222,628	7,169,073	0	257,563	(4,198,565	)	4,269,587

PALADIN HOLDINGS, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

Three Months and Six Months Ended June 30, 2008 and 2007


	Three Months Ended June 30,						Year to Date June 30,
	(Unaudited) 2008			(Unaudited) 2007			(Unaudited) 2008			(Unaudited) 2007
CASH FLOWS FROM OPERATION ACTIVITIES
Net Income (Loss)		(206,637	)	$	(282,217	)		(233,499	)	$	(778,672	)
Adjustments to reconcile Net Income (Loss) to Net Cash provided from operating activities:
Depreciation and amortization		60,000			44,240			90,550			88,480
Stock for services		—			14,000			27,001			21,000
Equity in earnings of unconsolidated subsidiary		—			15,377			—			(16,053	)

Changes in Assets and Liabilities
Accounts receivable		(162,155	)		2,400			(189,839	)		771
Inventory		(251	)		23,140			(23,165	)		23,140
Other Assets		49,036			132,240			(35,089	)		132,240
Accounts payable		—			(10,750	)		—			(10,750	)
Accrued wages					—						—
Accrued, other liabilities and withheld taxes					(14,061	)		47,959			421,561

CASH FLOWS FROM OPERATING ACTIVITIES	$	(260,007	)	$	(75,631	)		(316,082	)		(118,283	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Fixed assets		900			(7,453	)		(3,268	)		(7,453	)
Notes receivable - Net					(45,850	)		—			(45,850	)
Investments - Net		(15,238	)		226,822			15,238			633,976

CASH FLOWS FROM INVESTING ACTIVITIES		(14,338	)		173,519			11,970			580,673

CASH FLOWS FROM FINANCING ACTIVITIES
Payments on loan notes - Net					(1,323	)					(1,323	)
Proceeds from Note Payable Officer		218,374			—			238,285
Payments on Note Payable Officer					(30,365	)					(461,026	)
Proceeds from sale of stock					—			—			—

CASH FLOWS FROM FINANCING ACTIVITIES		218,374			(31,688	)		238,285			(462,349	)

NET CASH INCREASE	$	(55,971	)	$	66,200		$	(65,827	)	$	41
CASH AT BEGINNING OF PERIOD		63,803			8,057			73,659			74,216

CASH AT END OF PERIOD	$	7,832		$	74,257		$	$7,832		$	74,257

Cash paid for interest	$	58,696		$	58,696		$	109,200		$	109,200

See accompanying notes and accountant’s report.

Paladin Holdings, Inc.

Notes to Financial Statements

June 30, 2008 (unaudited) and 2007 (unaudited) and December 31, 2007

NOTE 1. SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of Paladin Holdings, Inc. (the “Company”) is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, who is responsible for their integrity and objectivity. These accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.

Nature of Operations

The Company changed its name effective August 13, 2007 to Paladin Holdings, Inc. from Bad Toys Holdings, Inc. The new trading symbol for the company is PLHI.OB.

After the spin-off of its Ambulance Division, Southland Health Services, Inc. in February 2007, the Company operates its business and markets its services through its motorcycle business segment only. Paladin and its subsidiaries (“Motor Cycle Division”) operate an integrated line of business activities for the motorcycle industry including frame, girder, and component parts manufacturing, manufacturing of production and custom complete motorcycles, manufacture of sprint car chassis, and manufacture of pedal and motorized go carts with styled bodies. Each of these companies also sells retail parts for these specialized auto and leisure areas.

The Company operates a custom motorcycle manufacturing and service facility and a custom auto restoration and fabrication shop in Kingsport, Tennessee. The Company offers retail parts and product sales as well as motorcycle service to its customers seven days a week. The Company also owns American Eagle Manufacturing Company, Inc., a motorcycle manufacturing facility in Oceanside, California where it is developing a line of standardized motorcycles for resale through dealers. The Company owns Bad Boyz Toyzz, Inc., which provides brokerage services for custom cars and motorcycles.

In January 2005, the Company acquired the assets and trade name of Gambler Motorcycle Company and Gambler Performance Company. The subsidiary operates under the name of Gambler Motorcycle Company, Inc. The Company builds motorcycle frames and girders as well as certain chassis and parts for Sprint Racing Cars. This subsidiary also builds custom motorcycles, some of which have been featured in industry magazines.

Basis of Consolidation

These financial statements represent a consolidation of Paladin Holdings, Inc., its wholly owned subsidiaries Bad Toys, Inc., Bad Boyz Toyzz, Inc., American Eagle Motorcycle Company, Inc., Gambler Motorcycle Company, Inc. and Cruisin Company, Inc. for twelve months of 2007. Southland Health Services, Inc. and subsidiaries are consolidated for through February of 2007. Southland was spun off on February 1, 2007 by Bad Toys issuance of an asset dividend to its shareholders common stock of Southland representing 75% of its ownership Southland. All significant inter-company accounts have been eliminated in consolidation.

Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.

Trade Accounts Receivable

Trade accounts receivable are recorded net of an allowance for expected losses. The allowance is estimated based on historical experience. Once the collection protocols are met on these accounts they are sent to collection and written off.

Paladin Holdings, Inc.

Notes to Financial Statements

June 30, 2008 (unaudited) and 2007 (unaudited) and December 31, 2007

Property and Equipment

Property and equipment are carried at cost. For financial statement purposes, depreciation is computed using the straight-line method. For federal and state income tax purposes, depreciation is calculated at accelerated rates as allowed by current tax laws. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Expenditures for normal operational maintenance and repairs are charged to expense as incurred.

Depreciation of property and equipment is provided using rates based on the following useful lives:


		Years
Leasehold Improvements		5 years
Machinery and Equipment		3 to 10 years
Furniture and Fixtures		3 to 10 years
Buildings		39 years

Inventories

Inventories are stated at a lower of standard cost (which approximates average cost) or market.

Goodwill – Intangibles

The goodwill balance at June 30, 2008 and December 31, 2007 is $229,280 and $229,280, respectively, and is directly associated with the American Eagle Manufacturing Company, Inc. asset purchase specifically the name, American Eagle Manufacturing Company. This balance is reviewed by management annually to determine impairment.

Advertising Costs

Advertising costs are expensed as incurred.

Concentration of Credit Risk

The Company is engaged in the manufacture and servicing of highly customized motorcycles. The Company performs credit evaluations of customers in the rare cases where credit is granted and generally requires no collateral from its customers.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Income Taxes

Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes for operating losses that are available to offset future taxable income. See also Note 11 – Deferred Income Tax.

Income Tax Valuation Allowance

The Company has net deferred tax liabilities resulting from book and tax depreciation differences as of June 30, 2008. Statement of Financial Accounting Standards No. 109 “Accounting for Income Taxes” requires that a valuation allowance be established when it is “more likely than not” that all or a portion of net deferred tax assets will not be realized. A review of all available positive and negative evidence needs to be considered, including a company’s recent financial performance, the market environment in which a company

Paladin Holdings, Inc.

Notes to Financial Statements

June 30, 2008 (unaudited) and 2007 (unaudited) and December 31, 2007

operates, tax planning strategies and the length of the NOL carry-forward periods. Furthermore, the weight given to the potential effect of negative and positive evidence should be commensurate with the extent to which it can be objectively verified. We routinely monitor the reliability of our deferred tax assets and liabilities. Changes in management’s assessment of recoverability could result in additions to the valuation allowance, and such additions could be significant.

Contingencies

The Company is involved in a number of lawsuits as described in Note 8-Legal Proceedings- to our financial statements. Management may not be able to make a reasonable estimate of liabilities that result from the final resolution of certain contingencies disclosed. Further assessments of the potential liability will be made as additional information becomes available. Management currently does not believe that these matters will have a material adverse effect on our consolidated financial position. It is possible, however, that results of operations could be materially affected by changes in management’s assumptions relating to these matters or the actual final resolution of these proceedings.

Intangible Assets

Definite life intangible assets are subject to impairment reviews when evidence or triggering events suggest that impairment may have occurred. Should such triggering events occur that cause us to review our definite life intangibles and the fair value of our definite life intangible asset proves to be less than our unamortized carrying amount, we would take a charge to earnings for the decline. Should factors affecting the value of our definite life intangibles change significantly, such as declining contract retention rates or reduced contractual cash flows, we may need to record an impairment charge in amounts that are significant to our financial statements.

NOTE 2. INVENTORY:


	June 30, 2008	December 31, 2007
Raw material	194,078	163,889
Product for resale	420,210	418,114
Work in process	125,530	139,530
Finished goods	531,915	528,978

Total	1,271,733	1,250,521

NOTE 3 – INVESTMENTS

At December 31, 2007 and June 30, 2008, 4.0 million of the investment in Southland Health Services, Inc which was recorded on a purchase basis was converted to the equity method during 2007 as a result of the spin-off. Accordingly, the investment was reclassified from a current asset to a long term asset.

NOTE 4 – ACCRUED AND WITHHELD TAXES

At December 31, 2007 and June 30, 2008 the Company was in arrears for several quarters of income tax withholding social security withholding, and the employer’s share of social security.

Paladin Holdings, Inc.

Notes to Financial Statements

June 30, 2008 (unaudited) and 2007 (unaudited) and December 31, 2007

NOTE 5 – NOTES PAYABLE

Notes Payable

Notes Payable Consist of the following at December 31, 2007 and June 30, 2008:


	March 31, 2008		December 31, 2007
All other debt	698,721		698,721

Total	698,721		698,721
Less Current Portion	(0	)	(0	)

Total Long Term Debt	698,721		698,721
Note Payable Officer	1,751,978		1,513,693

Total Notes Payable – Long Term	2,450,699		2,212,414

Long-term debt maturities are as follows:


Year 1
Year 2		—
Year 3		—
Year 4		—
Year 5		—

The Company issued a series of promissory notes to Cornell Capital Partners under the Standby Equity Distribution Agreement dated June 2, 2004. The notes have a term of less than 221 days with a 12% stated interest rate. The balance at December 31, 2007 is $698,721 and June 30, 2008 is $698,721.

At various times the Company has entered into unsecured notes payable with its stockholders. The stockholder has indicated no intention of calling the notes within the next year and the Company has no intention to repay these notes during the next year. Accordingly the notes are classified as long-term at March 31, 2008 and December 31, 2007. The notes bear interest at 10.0%, and are convertible to common stock at $0.10 per share at the shareholders’ option. The balance outstanding was $1,513,693 and $1,751,978 at December 31, 2007 and June 30, 2008, respectively.

NOTE 6 – RELATED PARTY TRANSACTIONS

The following transactions occurred between the Company and affiliated entities:

1) The Company has notes payable to shareholders which are detailed in Note 4 of these footnotes.

2) The Company leases its facilities from a minority stockholder as described in Note 6.

NOTE 7 – LEASING ARRANGEMENTS

In May 2007 American Eagle Manufacturing Company moved its operations to a 8,000 square foot production facility in Oceanside, California on a month to month lease at $1,850 per month.

In March 2006, the production facility of Gambler Motorcycle Company moved to a new 16,000 square foot location in Gallatin, Tennessee. The new lease is a two year term at $5,200 per month with a purchase option of $450,000.

Paladin Holdings, Inc.

Notes to Financial Statements

June 30, 2008 (unaudited) and 2007 (unaudited) and December 31, 2007

NOTE 7 – LEASING ARRANGEMENTS – continued

The Company conducts its retail operations from facilities in Kingsport, Tennessee that are leased under a month to month lease. Monthly rent is $1,500. The Company also pays $250 per month for use of additional office space for corporate headquarters owned by majority shareholder.

NOTE 8 – EQUITY

Preferred Stock

Purchase price of preferred stock is $1.00 per share and bears interest at a rate of 10% per annum. It has liquidation preference over common stock and is convertible to common stock at a 1:10 ratio. It is redeemable by the Company at $1.00 per share plus accrued interest. The Company has 10,000,000 shares of $1.00 par value, preferred stock authorized. There were 818,888 shares outstanding at December 31, 2007 and March 31, 2008.

Common Stock

There were 22,262,818 and 22,512,900 shares outstanding at December 31, 2007 and June 30, 2008, respectively.

NOTE 9 – LEGAL

Cornell Capital Partners, L.P. v. Paladin Holdings, Inc. (formerly Bad Toys Holdings, Inc)., et al. On or about January 6, 2006, Cornell Capital Partners, L.P. (“Cornell”) filed a complaint against the Company in the United States District Court for the District of New Jersey, Civil Action No. 05-5700 (FSH). Cornell’s complaint arose from the Company’s alleged failure to repay monies owed to Cornell under two promissory notes dated December 27, 2004 (the “December Note”) and February 10, 2005 (the “February Note”), respectively. The December Note and February Note were both issued pursuant to that certain Standby Equity Distribution Agreement executed between the parties on June 2, 2004. The complaint alleges that the Company owes Cornell approximately $500,000 under the December Note and $500,000 under the February Note. The complaint also alleges that the Company owes Cornell interest, attorneys’ fees and costs pursuant to certain contracts, which could amount to more than the alleged debt. The Company disputes the allegations in the complaint and has filed a counterclaim alleging, among other claims, breach of contract, securities fraud, and unjust enrichment. The Company is also seeking the return of shares of its common stock currently held in an escrow account pursuant to the Standby Equity Distribution Agreement. The Company cannot predict what will be the outcome of the litigation.

Paladin Holdings, Inc. (formerly Bad Toys Holdings, Inc.) v. Glenn Crawford, et al.; On December 12, 2005, the Company filed a complaint in the Law Court for Sullivan County at Kingsport, Tennessee against Glenn Crawford, Joseph Donovan, and Joe Cerone, the former shareholders of Southland Health Services, Inc., seeking, among other things, a purchase price adjustment under the Capital Stock Purchase Agreement entered into by the parties on December 26, 2004, by which the Company purchased all of the outstanding stock of Southland Health Services, Inc. The defendants misrepresented to the Company the financial condition of Southland Health Services, Inc., thereby causing a significant inflation in the agreed upon purchase price. The Company has asserted various claims, and with the litigation, it expects to obtain at least a reduction in the purchase price of Southland Health Services, Inc. The Company has also demanded compensatory and punitive damages. Defendant Joe Cerone has moved to consolidate this action with the action of Pacific Capital, L.P. v. Emergystat, Inc., et. al. The hearing on this motion has been postponed on several occasions due to Defendant Cerone’s recent bankruptcy filing, which has put an automatic stay on further proceedings in this matter.

In addition to the foregoing proceedings, the Company is involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on our consolidated financial position, results of operations or liquidity.

Paladin Holdings, Inc.

Notes to Financial Statements

June 30, 2008 (unaudited) and 2007 (unaudited) and December 31, 2007

NOTE 9 – LEGAL – continued

Other than those proceedings described above, neither the Company nor its property is a party to any known proceeding that a governmental authority is contemplating.

NOTE 10 – EMPLOYEE BENEFITS

Southland Health Services, Inc. formerly a wholly-owned subsidiary of the Company until February 1, 2007 when it became an equity method investment maintains a 401(k) profit sharing plan that covers all eligible employees who have had at least one year of employment with the subsidiary.

NOTE 11 – DEFERRED INCOME TAXES

NOTE 12 – NOTES RECEIVABLE

The notes receivable is related to funds advanced to purchase certain assets in the automotive field. The Company currently has a judgment in the amount of $550,000 and is actively pursuing collection.

NOTE 13 – SEGMENT INFORMATION

The Company organizes its business into two reportable segments: the Bad Toys Division comprised of Bad Toys, Bad Boyz Toyzz, American Eagle Manufacturing Company and Gambler Motorcycle Company and the Southland division comprised of Southland Health Services, Inc and its subsidiaries. Southland division was converted from a consolidated subsidiary to an equity method investment on February 1, 2007.

NOTE 14 – SOUTHLAND HEALTH SERVICE, INC. SPIN-OFF

Paladin Holdings, Inc., the 100% owner of Southland Health Services, Inc. (the Company) declared a stock dividend of .9825 shares of Southland Health Services, Inc. common stock for each Paladin Holdings, Inc. common share issued and outstanding as of January 12, 2006. Southland’s Form S-1 was approved by the Securities and Exchange Commission on January 8, 2007 enabling Paladin complete the “spin off” of 75% of its ownership in Southland. The declared stock dividend date was effectively changed to January 31, 2007 with a distribution date of February 1, 2007 as required by NASD. The “spin off” was completed on February 1, 2007. On February 1, 2007, Paladin Holdings, Inc. distributed seventy-five percent (75%) of the common stock of its wholly-owned subsidiary, Southland Health Services, Inc. (“Southland”), to the Company’s stockholders as a dividend (the “Spin-Off”). In the aggregate, 21,111,521 shares were distributed in the Spin-Off at a ratio of 0.9825 shares of the common stock of Southland for each share of the Company’s common stock issued and outstanding as of the record date of January 31, 2007.

Note – 15 GOING CONCERN

The Company has not generated significant revenues or profits to date after it spinoff of its formerly wholly owned subsidiary, Southland Health Services, Inc, in the first quarter of 2007. This factor among others raises considerable doubt the Company will be able to continue as a going concern. The Company’s continuation as a going concern depends upon its ability to generate sufficient cash flow to conduct its operations and its ability to obtain additional sources of capital and financing. The accompanying consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty. Management plans to relieve these problems by continuing to raise working capital either through stock sales or loans.

Paladin Holdings, Inc.

Notes to Financial Statements

June 30, 2008 (unaudited) and 2007 (unaudited) and December 31, 2007

NOTE – 16 CONTINGENT LIABILITIES

In May of 2007, the Federal District Court in Maryland awarded GE Capital a judgment in the amount of $1.9 against Paladin Holdings, Inc. as guarantor of the GE Capital note held by four subsidiaries of Paladin’s formerly wholly owned subsidiary, Southland Health Services, Inc. This judgment is a contingent liability subject to reimbursement. However, management feels that the assets of the four subsidiaries of Southland Health Services, Inc. are more than sufficient to satisfy the outstanding debt to GE Capital. Assets totaling approximately $6.0 million were turned over to GE for satisfaction of this debt by four subsidiaries of Southland Health Services, Inc.

NOTE - 17 SUBSEQUENT EVENTS:

Paladin Holdings, Inc., owns 25% of the outstanding common shares of Southland Health Services, Inc. (Southland). The following is an update on certain activities affecting Southland, its subsidiaries, the Paladin investment in Southland and the Company’s receivable from Southland.

Southland has begun a criminal investigation against a former employee. This person held a position of trust and has now believed to have violated it. Their actions have been malicious and intent on afflicting grave financial damage on the Company. The amount of these acts cannot be determined at this time, but they appear to have been substantial and have affected the Company’s ability to maintain its operations and pay its taxes. It has affected Paladin in its operations as Paladin incurred services on behalf of Southland for which it has not been paid. Paladin also has a significant investment in Southland that it may not be able to recover. We will continue to ascertain the extent of the financial damage and whether or not there is a potential recovery.

At this time, we cannot determine the impairment to our investment in Southland or recovery of our receivables. At present management does not feel there will be a need to restate previous filings.

The Internal Revenue Service has levied the assets of American Eagle, for non payment of payroll taxes. This may affect the future ability of American Eagle to function as an operating Company and is a direct result of the acts mentioned above in our previously wholly owned subsidiary Southland.

Item 2.

Management’s Discussion and Analysis or Plan of Operation

General

Paladin Holdings, Inc. (formerly Bad Toys Holdings, Inc.) (“Paladin,” “we,” “us,” or the “Company”) was incorporated on June 1, 2000, in the State of Nevada and is the successor to a motorcycle business, which was founded by one of our major shareholders, Larry N. Lunan. In September 2004, the Company acquired all the assets of American Eagle Manufacturing Company Inc., including its California Manufacturing License.

Effective December 1, 2004, the Company purchased Southland Health Services, Inc. (“Southland”). Southland, a Florida corporation with corporate offices located in Vernon, Alabama, was formed in 2003 to be a provider of health care services including emergency and non-emergency ambulance services. Southland’s ambulance services are offered under the trade name “Emergystat.” (See Notes to Financials Note 14 Spin-Off)

In January 2005, the Company acquired the assets of Gambler Motorcycle Company and Gambler Competition. Gambler Motorcycle Company manufactures motorcycle frames, girder front ends, and other component parts as well as builds custom motorcycles. Gambler Competition builds sprint car chassis and torsion bars, and also sells other sprint car parts.

On February 1, 2007, the Company distributed seventy-five percent (75%) of the common stock of its wholly-owned subsidiary, Southland, to the Company’s stockholders as a dividend (the “Spin-Off”). In the aggregate, 21,111,521 shares were distributed in the Spin-Off at a ratio of 0.9825 shares of the common stock of Southland for each share of the Company’s common stock issued and outstanding as of the record date of January 31, 2007.

Spin Off

On February 1, 2007, the Company distributed seventy-five percent (75%) of the common stock of its wholly-owned subsidiary, Southland Health Services, Inc. (“Southland”), to the Company’s stockholders as a dividend (the “Spin-Off”). In the aggregate, 21,111,521 shares were distributed in the Spin-Off at a ratio of 0.9825 shares of the common stock of Southland for each share of the Company’s common stock issued and outstanding as of the record date of January 31, 2007. The Company’s financial statements included with this report on Form 10-Q include the financial results of Southland, reported on a consolidated basis, through February 28, 2007. As of March 1, 2007, the Company’s has reported its ownership in Southland under the equity method.

As a result of the Spin-Off, the Company’s revenues and expenses will decline significantly, as the Company will only conduct operations in the motorcycle and street rod industry. Therefore, the Company’s financial results for the quarter ended March 31, 2008 will differ materially from those set forth in this report on Form 10-Q. While the Company will maintain its investment in Southland, Southland’s revenues, expenses and profits will be reported by Southland separately. Southland’s financial results are available at www.sec.gov.

Results of Operations and Changes in Financial Condition

As a result of the Spin-Off, the Company has markedly lower expenses but also drastically lower revenues. Although the Company believes that the Spin-Off added value for shareholders, the Spin-Off will have a negative impact on the Company’s financial health in the near future. To the extent that the Company’s financial performance, as described below, has decreased when compared to the same period in the prior year, the driving force behind that decrease is the Spin-Off. Any other causes discussed are in addition to the Spin-Off.

RESULTS OF OPERATIONS – FOR THE QUARTER and THREE MONTHS ENDING JUNE 30, 2008 AND 2007 AND FOR THE SIX MONTHS ENDING JUNE 30, 2008 AND 2007.

REVENUES

For the three month period ended June 30, 2008, we had revenues of $178,200 thousand, compared with the revenue for the three

month period ended June 30, 2007 of $226,035 thousand. The decrease in our revenue is primarily attributable to the spinoff of the formerly 100% owned Southland Division. For the sixth month period ended June 30, 2008, we had revenues of $498,303 compared with revenues for the six month period ended June 30, 2007 of $301,681. The increase is due to post spinoff services supplied to Southland Health Services.

OPERATING COST

For the three month period ended June 30, 2008, our operating cost were $.324,818 thousand as compared to $434,179 thousand for the same period last year. The decrease in cost during the quarter ended June 30, 2008 is primarily attributable to the spinoff of the formerly 100% owned Southland Division. For the sixth month period ended June 30, 2008, our operating cost $613,340 as compared to $980,206 thousand for the period ending June 30, 2007. The decrease in cost for the six months is primarily due to the spinoff of the formerly 100% owned Southland Division.

NET INCOME

For the three month period ended June 30, 2008, the Company had a net loss of $206,637 thousand compared to net loss of $266,840 thousand for the same period in 2007. This change in net income is due principally to the spinoff of the formerly 100% owned Southland Division. For the sixth month period ended June 30, 2008, the Company had a net loss of $233,499 thousand as compared to $794,725 thousand for the same period in 2007. The decrease in net loss is primarily due to the spinoff of the formerly 100% owned Southland Division.

Quarters Ending and Six Months Ending June, 2008 and 2007

Operating Activities. Net cash used by continuing operations operating activities was $260,007 thousand for the quarter ended June 30, 2008 as compared to cash used by continuing operations of $75,631 thousand for the quarter ended June 30, 2007. Contributing to the cash used from operating activities for the quarter ended June 30, 2008 was a net loss of $ 206,637 thousand offset by cash provided by changes in working capital of $204,036 thousand. Net cash used by continuing operations operating activities was $316,082 for the sixth month period ended June 30, 2008 as compared to cash used by continuing operations of $118,283 for the period ended June 30, 2007. Contributing to the cash used form operating activities for the period ended June 30, 2008 was a net loss of $233,499 thousand offset by cash provided by changes in the working capital of $250,255.

Investing Activities. Investing activities related to continuing operations used cash of $14,338_thousand for the quarter ended June 30, 2008 as compared to cash provided by investing activities of $173,519 thousand for the quarter ended June 30, 2007. Investing activities related to continuing operations used cash of $11,970 thousand for the quarter ended June 30, 2008 as compared to cash provided by investing activities of $580,673 for the same period in 2007.

Financing Activities. During the quarter ended June 30, 2008 the Company had cash provided of $ 218,374 thousand compared to cash provided by financing activities of $ 0 in the same quarter last year. For the six month period ending June 30, 2008, the Company had cash provided of $238,285 as compared to $461,234 for the six month period ended June 30, 2007.

Liquidity and Capital Resources

Cash and cash equivalents were $7,832 thousand and $73,659 thousand as of June 30, 2008 and December 31, 2007, respectively. The Company’s management believes that cash on hand will not be sufficient to satisfy cash requirements over the next twelve months. See the section of this report below entitled “Liquidity and Proposed Pans for the Next Twelve Months.”

Liquidity And Proposed Plans For The Next Twelve Months

The motorcycle segment is currently operating on a negative cash flow basis, which is forecasted to turn positive during the 3rd quarter of 2008 with the infusion of approximately $1,000,000 million in working capital. The Company is actively seeking external sources to satisfy and restructure its debt and other long-term liabilities. If successful, the Company will use the proceeds from this line to restructure the indebtedness. The Company’s plans include the addition of equity during 2008 thru a private placement even though the Company can sustain its current operations internally after a successful completion of an asset-based line of credit.

The Company expects to identify from time to time, as part of its growth strategy, potential acquisition candidates and, depending on the size of the acquisition require additional capital to be provided either through increases in an asset-based line of credit, various structured financing, or equity raises.

Critical Accounting Policies and Estimates

Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make significant estimates and judgments which affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures of contingent assets and liabilities. We evaluate our estimates, including those related to contingencies, on an ongoing basis. We base our estimates on historical experience and on various other assumptions believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities which are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Please note that, to the extent the discussion below refers to matters related to Southland’s ambulance business such as automobile insurance, collections, and workers’ compensation, these disclosures are included because the Company’s operations and Southland’s operations were consolidated until the Spin-Off.

Stock Based Compensation

In December 2004, the FASB issued SFAS No. 123 (revised 2004), “Share-Based Payment.” SFAS 123(R) will provide investors and other users of financial statements with more complete and neutral financial information by requiring that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. SFAS 123(R) covers a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. SFAS 123(R) replaces FASB Statement No. 123, “Accounting for Stock-Based Compensation,” and supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees.” SFAS 123, as originally issued in 1995, established as preferable a fair-value-based method of accounting for share-based payment transactions with employees. However, that statement permitted entities the option of continuing to apply the guidance in Opinion 25, as long as the footnotes to financial statements disclosed what net income would have been had the preferable fair-value-based method been used. Public entities (other than those filing as small business issuers) will be required to apply SFAS 123(R) as of the first interim or annual reporting period that begins after June 15, 2005. The Company has evaluated the impact of the adoption of SFAS 123(R), and does not believe that it will impact the Company’s overall results of operations and financial position.

Impairment or Disposal of Long-Lived Assets. In August 2001, the FASB issued Statement No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS 144). SFAS 144 clarifies the accounting for the impairment of long-lived assets and for long-lived assets to be disposed of, including the disposal of business segments and major lines of business. We adopted the new standard on January 1, 2002; the adoption did not have an effect on our consolidated financial statements.

In May 2003 the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.” SFAS No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument which is within its scope as a liability (or an asset in some circumstances). SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after December 15, 2003. The adoption of this Statement is not expected to have a material effect on our financial statements.

Off Balance Sheet Arrangements

None

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4.

Controls and Procedures

Management’s Conclusions as to Effectiveness of Disclosure Controls and Procedures

As of the end of the period covered by this report, an evaluation was performed under the supervision and with the participation of our management, including our chief executive officer and our chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Securities and Exchange Act of 1934. Based on that evaluation, our management, including the chief executive officer and the chief financial officer, concluded that, as of the date of the evaluation, our disclosure controls and procedures were not effective. Due to the Company’s limited financial resources, the Company has been unable to hire sufficient employees to ensure an effective system of internal controls is in place.

Changes in Internal Control Over Financial Reporting

There have been no significant changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the period covered by this report.

PART II OTHER INFORMATION

Item 1.

Legal Proceedings

Other than those proceedings described above, neither the Company nor its property is a party to any known proceeding that a governmental authority is contemplating.

Subsequent events:

Southland has begun a criminal investigation against a former employee. This person held a position of trust and has now believed to have violated it. Their actions have been malicious and intent on afflicting grave financial damage on the Company. The amount of these acts cannot be determined at this time, but they appear to have been substantial and have affected the Company’s ability to maintain its operations and pay its taxes. It has affected Paladin in its operations as Paladin incurred material services on behalf of Southland for which it has not been paid. Paladin also has a significant investment in Southland that it may not be able to recover. We will continue to ascertain the extent of the financial damage and whether or not there is a potential recovery.

At this time, we cannot determine the impairment to our investment in Southland or recovery of our receivables. At present management does not feel there will be a need to restate previous filings.

Item 1A.

Risk Factors

An investment in our common shares involves a high degree of risk and is subject to many uncertainties. These risks and uncertainties may adversely affect our business, operating results and financial condition. As a result of the Spin-Off, the risks and uncertainties associated with our former ambulance business do not directly apply post Spin-Off. Please see the sections titled “Risk Factors” in Southland’s Registration Statement on Form S-1, filed with the SEC on June 7, 2006, as amended, and Southland’s annual report on Form 10-K, filed with the SEC on April 17, 2007, for information on risk factors which applied pre-Spin Off. Such risk factors are hereby incorporated by reference and, pursuant to Rule 12b-23 promulgated under the Securities Exchange Act of 1934, as amended, are attached hereto as Exhibit 99.1. There have been no material changes to the risk factors disclosed in these filings.

As a result of the Spin-Off, the Company’s operations now are entirely in the motorcycle business and the risks and uncertainties associated with that business, although not new, have taken on new materiality. These risk factors are set forth below., in their entirety and consider all of the information and advisements contained therein.

The Company has a number of competitors of varying sizes that are based both inside and outside the United States some of which have greater financial resources than the Company. Many of the Company’s competitors are more diversified than the Company, and they may compete in the automotive market or all segments of the motorcycle market. Failure to adequately address and respond to these competitive pressures could have a material adverse effect on the Company’s business and results of operations.

The Company’s marketing strategy of associating its motorcycle products with a motorcycling lifestyle may not be successful with future customers. The Company has been successful in marketing its products in large part by promoting the experience of motorcycling. This lifestyle is now more typically associated with a retail customer base comprised of individuals who are, on average, in their mid-forties. To sustain long-term growth, the Company must continue to be successful in promoting motorcycling to customers new to the sport of motorcycling including women, younger riders and more ethnically diverse riders.

The Company may not be able to protect its intellectual property. The Company believes that the its brands could contribute to the success of its business and that maintaining and enhancing its brand names is critical to expanding its customer base. Failure to protect the brand from infringers, to adequately protect its brands through trademark filings, or to grow the value of its brands could have a material adverse effect on the Company’s business and results of operations.

The Company’s prospects for future growth are largely dependent upon its ability to develop and successfully introduce new, innovative and compliant products. The motorcycle market continues to advance in terms of cutting-edge styling and new technology and, at the same time, be subject to increasing regulations related to safety and emissions. The Company must continue to distinguish its products from its competitors’ products with unique styling and new technologies and to protect its intellectual property from imitators. In addition, these new products must comply with applicable regulations. The Company must also be able to design and manufacture these products and deliver them to the marketplace in a timely manner. There can be no assurances that the Company will be successful in these endeavors or that existing and prospective customers will favorably receive any new products.

The Company’s operations are dependent upon attracting and retaining skilled employees. The Company’s future success depends on its continuing ability to identify, hire, develop, motivate and retain skilled personnel for all areas of its organization. The current and future total compensation arrangements may not be successful in attracting new employees and retaining and motivating the Company’s existing employees. If the Company does not succeed in attracting personnel or retaining and motivating existing personnel, the Company may be unable to develop and distribute products and services and grow effectively.

The Company manufactures products that create exposure to product liability claims and litigation. To the extent plaintiffs are successful in showing that personal injury or property damage result from defects in the design or manufacture of the Company’s products, the Company could be subject to claims for damages that are not covered by insurance. The costs associated with defending product liability claims, including frivolous lawsuits, and payment of damages could be substantial. The Company’s reputation could also be adversely affected by such claims, whether or not successful.

The Company relies on third party suppliers to obtain raw materials and provide component parts for use in the manufacture of its motorcycles. The Company cannot be certain that it will not experience supply problems such as unfavorable pricing or untimely delivery of raw materials and components. In certain circumstances, the Company relies on a single supplier to provide the entire requirement of a specific part and a change in this established supply relationship may cause disruption in the Company’s production schedule. In addition, the price and availability of raw materials and component parts from suppliers can be adversely affected by factors outside of the Company’s control such as increased worldwide demand. Further, Company suppliers who also serve the automotive industry may be experiencing financial difficulties due to a downturn in that industry. These supplier risks may have a material adverse effect on the Company’s business and results of operations.

The Company must invest in and successfully implement new information systems and technology. The Company is continually modifying and enhancing its systems and technology to increase productivity and efficiency. When implemented, the systems and technology may not provide the benefits anticipated and could add costs and complications to ongoing operations, which could have a material adverse effect on the Company’s business and results of operations.

The Company is the defendant in several lawsuits. Please see “Legal Proceedings” for further information.

The Company must comply with governmental laws and regulations that are subject to change and involve significant costs. The Company’s domestic sales and operations are subject to governmental policies and regulatory actions of agencies of the United States Government, including the Environmental Protection Agency, SEC, National Highway Traffic Safety Administration, Department of Labor and Federal Trade Commission. In addition, the Company’s sales and operations are also subject to laws and actions of state legislatures and other local regulators, including dealer statutes and licensing laws. Changes in regulations or the imposition of additional regulations could have a material adverse effect on the Company’s business and results of operations.

The Company disclaims any obligation to update these Risk Factors or any other forward-looking statements. The Company assumes no obligation (and specifically disclaims any such obligation) to update these Risk Factors or any other forward-looking statements to reflect actual results, changes in assumptions or other factors affecting such forward-looking statements.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3.

Defaults Upon Senior Securities

Other than as described in the section of this filing titled “Legal Proceedings,” there have been no material defaults in the paying of interest or principal.

Item 4.

Submission of Matters to a Vote of Security Holders

On February 23, 2007, the Company’s Board of Directors furnished the Company’s shareholders an Information Statement and Notice of Action Taken Without a Meeting of Stockholders on Form 14C (the “Information Statement”) to provide the Company’s shareholders with information in connection with an action taken by written consent of the holder of a majority of the Company’s outstanding shares of common stock (the “Approving Stockholder”).

On February 9, 2007, the Approving Stockholder approved a change in domicile of the Company from Nevada to Florida, which will be accomplished through merging the Company with and into Paladin Holdings, Inc., a newly formed Florida corporation (“Paladin”), with Paladin surviving the merger. The principal purpose of the merger is to change the Company’s name from Paladin Holdings, Inc. to Paladin Holdings, Inc., as the name “Paladin Holdings, Inc.” was not available in Nevada.

In accordance with the proposed form of Agreement of Merger and Plan of Reorganization (a copy of which is attached to the Preliminary 14C filed with the Securities and Exchange Commission), the merger will result in: (i) the change of the Company’s corporate name from Paladin Holdings, Inc. to Paladin Holdings, Inc.; (ii) a change of domicile to the State of Florida, which means that the surviving corporation will be governed by the laws of the State of Florida instead of Nevada; (iii) Paladin’s Articles of Incorporation becoming the Articles of Incorporation of the Company; and (iv) Paladin’s Bylaws becoming the Bylaws of the Company.

In connection with the change in domicile, each shareholder will be entitled to receive one share of common stock of Paladin for each share of common stock of Company. Additionally, the persons serving presently as executive officers and directors of the Company will continue to serve Paladin in their same, respective positions.

Item 5.

Other Information

None.

Item 6.

Exhibits


Exhibit		Description
3.0		Articles of Incorporation of Paladin Holdings, Inc., previously filed as Exhibit 2 to the Company’s Form 10, are hereby incorporated herein by reference.



3.1		Amendment to Articles of Incorporation of Paladin Holdings, Inc., previously filed as Exhibit 2.1 to the Company’s Form 10, are hereby incorporated herein by reference.

3.2		Articles of Amendment to and Restatement of Articles of Incorporation of Paladin Holdings, Inc., previously filed as Exhibit 2.2 to the Company’s Form 10, are hereby incorporated herein by reference.

3.3		Articles of Amendment to the Articles of Incorporation of Paladin Holdings, Inc., previously filed as Exhibit 2.3 to the Company’s Form 10, are hereby incorporated herein by reference.

3.4		By-Laws of Paladin Holdings, Inc., previously filed as Exhibit 2.4 to the Company’s Form 10, are hereby incorporated herein by reference.

4.1		2004 Stock Compensation Plan, previously filed as an exhibit to the Company’s registration statement on Form S-8 (No. 333-112548), is hereby incorporated herein by reference.

10.1		Escrow Agreement with Cornell Capital Partners, LP and Butler Gonzalez, LLP, dated June 2, 2004, previously filed as Exhibit 10.2 to Form SB-2 dated July 15, 2004, is hereby incorporated herein by reference.

10.2		Standby Equity Distribution Agreement with Cornell Capital Partners, LP, dated June 2, 2004, previously filed as Exhibit 10.3 to Form SB-2 dated July 15, 2004, is hereby incorporated herein by reference.

10.3		Registration Rights Agreement with Cornell Capital Partners, LP, dated June 2, 2004, previously filed as Exhibit 10.4 to Form SB-2 dated July 15, 2004, is hereby incorporated herein by reference.

10.4		Escrow Agreement with Cornell Capital Partners, LP, dated June 2, 2004, previously filed as Exhibit 10.5 to Form SB-2 dated July 15, 2004, is hereby incorporated herein by reference.

10.5		Placement Agent Agreement with Newbridge Securities Corporation dated June 2, 2004, previously filed as Exhibit 10.6 to Form SB-2 dated July 15, 2004, is hereby incorporated herein by reference.

10.6		Securities Purchase Agreement with Cornell Capital Partners, LP dated June 2, 2004, previously filed as Exhibit 10.7 to Form SB-2 dated July 15, 2004, is hereby incorporated herein by reference.

10.7		Secured Convertible Debenture, dated June 2, 2004, previously filed as Exhibit 10.8 to Form SB-2 dated July 15, 2004, is hereby incorporated herein by reference.

10.8		Investor Registration Rights Agreement with Cornell Capital Partners, LP dated June 2, 2004, previously filed as Exhibit 10.9 to Form SB-2 dated July 15, 2004, is hereby incorporated herein by reference.

10.9		Security Agreement with Cornell Capital Partners, LP dated June 2, 2004, previously filed as Exhibit 10.10 to Form SB-2 dated July 15, 2004, is hereby incorporated herein by reference.

10.10		Warrant, dated June 2, 2004, previously filed as Exhibit 10.11 to Form SB-2 dated July 15, 2004, is hereby incorporated herein by reference.

10.11		Asset Purchase Agreement by and among Paladin Holdings, Inc., Gambler Motorcycle Company, and Gambler Competition Center, Inc., dated January 5, 2005, previously filed on Form 8-K dated January 11, 2005, is hereby incorporated by reference.

10.12		Capital Stock Purchase Agreement by and among Glenn Crawford, Joseph Cerone, Joseph Donavan, Southland Health Services, Inc., and Paladin Holdings, Inc., dated February 4, 2005, previously filed on Form 8-K dated February 9, 2005, is hereby incorporated by reference.

10.13		Tri Party Agreement dated February 3, 2005 by and among Emergystat, Inc., Emergystat of Sulligent, Inc., Extended Emergency Medical Services, Inc. Med Express of Mississippi, LLC, Paladin Holdings, Inc. and General Electric Capital Corporation, Inc., previously filed as Exhibit 10.3 to Form 10-QSB dated May 16, 2005, is hereby incorporated herein by reference.


10.14		Restructuring Agreement dated March 18, 2005 by and among Emergystat, Inc., Emergystat of Sulligent, Inc., Extended Emergency Medical Services, Inc. Med Express of Mississippi, LLC, Paladin Holdings, Inc. and General Electric Capital Corporation, Inc., previously filed as Exhibit 10.4 to Form 10-QSB dated May 16, 2005, is hereby incorporated herein by reference.

10.15		Amendment No. 1 to Restructuring Agreement dated April 29, 2005 by and among Emgerystat, Inc., Emergystat of Sulligent, Inc., Extended Emergency Medical Services, Inc. Med Express of Mississippi, LLC, Paladin Holdings, Inc. and General Electric Capital Corporation, Inc., previously filed as Exhibit 10.3 to Form 10-QSB dated August 15, 2005, is hereby incorporated herein by reference.

10.16		Forbearance Agreement dated May 31, 2005 by and among Emergystat, Inc., Emergystat of Sulligent, Inc., Extended Emergency Medical Services, Inc. Med Express of Mississippi, LLC, Paladin Holdings, Inc. and General Electric Capital Corporation, Inc., previously filed as Exhibit 10.4 to Form 10-QSB dated August 15, 2005, is hereby incorporated herein by reference.

10.17		Second Forbearance Agreement dated July 15, 2005 by and among Emergystat, Inc., Emergystat of Sulligent, Inc., Extended Emergency Medical Services, Inc. Med Express of Mississippi, LLC, Paladin Holdings, Inc. and General Electric Capital Corporation, Inc., previously filed as Exhibit 10.5 to Form 10-QSB dated August 15, 2005, is hereby incorporated herein by reference.

10.18		Indemnification Agreement dated July 15, 2005 by and among Emergystat, Inc., Emergystat of Sulligent, Inc., Extended Emergency Medical Services, Inc. Med Express of Mississippi, LLC, Paladin Holdings, Inc. and General Electric Capital Corporation, Inc., previously filed as Exhibit 10.6 to Form 10-QSB dated August 15, 2005, is hereby incorporated herein by reference.

10.19		Third Forbearance Agreement dated September 1, 2005 by and among Emergystat, Inc., Emergystat of Sulligent, Inc., Extended Emergency Medical Services, Inc. Med Express of Mississippi, LLC, Paladin Holdings, Inc. and General Electric Capital Corporation, Inc., previously filed as Exhibit 10.1 to Form 10-QSB dated November 14, 2005, is hereby incorporated herein by reference.

10.20		Fourth Forbearance Agreement dated October 1, 2005 by and among Emergystat, Inc., Emergystat of Sulligent, Inc., Extended Emergency Medical Services, Inc. Med Express of Mississippi, LLC, Paladin Holdings, Inc. and General Electric Capital Corporation, Inc., previously filed as Exhibit 10.1 to Form 10-QSB dated November 14, 2005, is hereby incorporated herein by reference.

10.21		Fifth Forbearance Agreement dated November, 2005 by and among Emergystat, Inc., Emergystat of Sulligent, Inc., Extended Emergency Medical Services, Inc. Med Express of Mississippi, LLC, Paladin Holdings, Inc. and General Electric Capital Corporation, Inc., previously filed as Exhibit 10.1 to Form 10-QSB dated November 14, 2005, is hereby incorporated herein by reference.

20.1		Schedule 14C Definitive Information Statement filed pursuant to Section 14(c) of the Securities Exchange Act of 1934, previously filed on July 2, 2007, is hereby incorporated herein by reference.

*31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a).

*31.2		Certification of Chief Financial officer pursuant to Rule 13a-14(a).

*32.1		Certification of the Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

*32.2		Certification of the Chief Financial Officer 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*99.1		Risk Factors incorporated by reference into Part II - Item 1A of this report.

*	Filed herewith.

SIGNATURES

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


PALADIN HOLDINGS, INC.

By		/s/ Larry N. Lunan
		Larry N. Lunan
		President and Chief Executive Officer and acting Chief Financial Officer

Date:		September 12, 2008

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Paladin Holdings Inc/FL 10-Q