UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

~~CURRENT~~Current ~~REPORT~~Report

Pursuant to Section 13 ORor 15(d) of ~~the Securities Exchange Act of 1934~~

~~Date~~the ofSecurities ~~Report~~Exchange ~~(Date~~Act of ~~earliest~~1934 ~~event reported): July 1, 2005~~

Date of Report (Date of earliest event reported): February 1, 2007

BAD TOYS HOLDINGS, INC.

(Exact ~~name~~ Name of Registrant as ~~specified~~Specified in its ~~charter~~Charter)

Commission file number 00-50059


Nevada	00-50059	94-3371514
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

Nevada		94-3371514
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer identification no.)
2344 Woodridge Avenue Kingsport, Tennessee		37664
(Address of principal executive offices)		(Zip code)

2344 Woodridge Avenue, Kingsport, Tennessee 37664

(Address of Principal Executive Offices) (Zip Code)

(423) 247-9560

(Registrant’s ~~telephone~~Telephone ~~number~~Number, ~~including~~Including ~~area~~Area ~~code~~Code)

~~Check~~(Former ~~the appropriate~~name ~~box~~or ~~below~~former address, if ~~the~~changed ~~Form~~since ~~8-K~~last ~~filing~~report) ~~is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~

Check the appropriate box below of the Form 8-K if the filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2)(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

~~Section~~Item 12.01 -Completion ~~Registrant’s~~of ~~Business~~Acquisition ~~and~~or ~~Operations~~Disposition of Assets

~~Item~~ On February 1, 2007, Bad Toys Holdings, Inc.01 ~~Entry~~( ~~into~~“Bad Toys” or 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 ~~Material~~dividend ~~Definitive~~(the ~~Agreement~~“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.

OnNo ~~July~~consideration 1,was ~~2005,~~paid ~~Bad~~for ~~Toys~~the ~~Holdings,~~shares ~~Inc.~~issued (in the ~~“Company”),~~Spin-Off. ~~through its~~Recipients ~~wholly-owned~~of ~~subsidiary,~~shares ~~Southland~~in ~~Health~~the ~~Services,~~Spin-Off ~~Inc~~included Larry N. ~~(“Southland~~Lunan, ~~Health”)~~President, ~~entered~~Chief ~~into~~Executive aOfficer ~~binding~~and ~~letter~~Chairman of ~~intent (~~the ~~“Letter~~Board of ~~Intent”)~~Directors ~~with~~of ~~Phillip~~the ~~Elliot~~Company toand ~~acquire~~of ~~one~~Southland, ~~hundred~~T. ~~percent~~Alan ~~(100%)~~Walls, Chief Financial Officer of the ~~issued~~Company and of ~~outstanding~~Southland, ~~shares~~Walter Clanton DuBose, Chief Operating Officer of ~~capital~~the ~~stock~~Company and of ~~DHP~~Southland, ~~Inc.~~Roger Warren, member of the Board of Directors of the Company and ~~its~~of ~~related~~Southland, ~~companies~~and ~~(collectively~~Clinton Hubbard, ~~“DHP”)(~~member of the ~~“Shares”).~~Board ~~DHP~~of isDirectors anof ~~emergency~~the ~~ambulance~~Company ~~service~~and ~~provider~~of Southland.

InSouthland ~~consideration~~registered ~~for~~ the ~~Shares,~~issued in the ~~Letter~~Spin-Off ofunder ~~Intent provides that~~ the ~~Company~~Securities ~~will~~Act ~~pay a purchase price~~ of ~~Two Million Five Hundred Thousand Dollars ($2~~1933,~~500,000)~~ ~~payable~~ as ~~follows:~~amended (ithe “Act”) ~~One~~on ~~Million~~a ~~Two~~Registration ~~Hundred~~Statement on ~~Thousand~~Form ~~Dollars ($~~S-1~~,200,000),~~ ~~in the form of a cashier’s check~~ (orfile ~~otherwise~~no. ~~immediately available funds~~333-134797), on (the ~~date~~“Registration ~~of closing; (ii~~Statement”). ~~Six~~Southland ~~Hundred Thousand~~registered ~~Dollars~~ (~~$600,000~~a) 9, ~~in the form of a cashier’s check~~801,353 ~~120~~shares ~~days from the date~~ of ~~closing;~~its ~~(iii)~~common anstock ~~Interest Bearing Installment Promissory Note in the principal amount of Seven Hundred Thousand Dollars ($700,000), bearing interest at an annual rate equal~~ to ~~one~~be ~~point~~distributed ~~over~~by the ~~prime~~Company ~~rate (determined as of the end of each calendar quarter) charged from time~~ to ~~time~~its bynon-affiliate ~~Bank~~stockholders ~~of America to commercial borrowers, payable over a period of sixty (60) months, on the date of closing;~~ and (ivb) ~~warrants to acquire One Hundred Thousand (100~~ 18,~~000)~~347,342 shares of its common stock ~~of Bad Toys Holdings, Inc., with an exercise price of One Dollar ($1.00) per share, such warrants~~ to be ~~exercisable~~distributed ~~at any time during the five-year period following the closing. The Company’s obligation~~ to ~~consummate~~certain ~~the~~persons ~~transaction~~who ~~contemplated~~are bypresently ~~the~~deemed ~~Letter~~affiliates of(as ~~Intent~~that term is ~~subject~~defined toin ~~satisfaction~~Section of(a)(1) ~~certain liabilities~~ of ~~DHP~~Rule 144, as ~~well~~promulgated asunder the ~~Company’s~~Act) ~~ability to obtain financing on terms~~ and ~~conditions satisfactory to it~~ for ~~all~~resale ofby the ~~financing~~Company ~~necessary~~and tothose ~~complete the transaction~~affiliates.

~~The~~Item Letter of Intent provides that the parties shall proceed in good faith to negotiate, execute and deliver a definitive stock purchase agreement and any related documents and instruments, which together will set forth all of the terms and conditions of the transaction9.01. ~~This~~Financial ~~stock~~Statements ~~purchase agreement shall contain mutually satisfactory terms, representations, conditions, warranties, covenants, indemnities~~ and ~~other provisions as are appropriate and consistent with the provisions described in the Letter of Intent.~~ Exhibits

~~The parties~~There ~~anticipate~~are ~~closing~~no exhibits ~~the~~are ~~transaction~~filed onwith orthis ~~before~~Form ~~August~~8-K: ~~31, 2005.~~

~~The~~SIGNATURE ~~foregoing description of the Letter of Intent is qualified in its entirety by the full text of the Letter of Intent, which is attached as Exhibit 10.1 to this Current Report on Form 8-K.~~

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

*10.1 Binding Letter of Intent by and between Southland Health Services, Inc., a wholly-owned subsidiary of Bad Toys Holdings, Inc., and Phillip Elliot, dated July 1, 2005.

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Bad Toys Holdings, Inc.
BAD TOYS HOLDINGS, INC.
	(Registrant)
By:	/s/ Larry N. Lunan
Date: July 8, 2005	By:	/s/ Larry N. Lunan
Name:	Larry N. Lunan
		Chief Executive Officer
Title:	Chief Executive Officer
Dated:	February 6, 2007

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