UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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

FORM 8-K

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

~~Pursuant~~TO ~~to Section~~SECTION 13 orOR 15(dD) ofOF THE

~~the~~SECURITIES ~~Securities~~EXCHANGE ~~Exchange~~ACT ~~Act~~OF of 1934

Date of Report (Date of earliest event reported): ~~February~~August 116, 2007

~~BAD~~Paladin ~~TOYS HOLDINGS~~Holdings, ~~INC~~Inc.

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

Nevada	00-50059	94-3371514
FLORIDA	00-50059	94-3371514
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)
(State or other jurisdictionof incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)

2344 Woodridge Avenue, Kingsport, Tennessee 37664

(Address of ~~Principal~~principal ~~Executive~~executive ~~Offices~~offices) ~~(Zip Code)~~

(423) 247-9560

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

Bad Toys Holdings, Inc.

(Former name or former address, if changed since last report)

Check the appropriate box below ofif 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~~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)).

Item 2 7.01 ~~Completion~~Regulation ofFD ~~Acquisition~~Disclosure. ~~or Disposition of Assets~~

~~On February 1,~~The ~~2007,~~information ~~Bad~~furnished ~~Toys~~on ~~Holdings,~~Exhibit ~~Inc~~99.1 (is ~~“Bad~~hereby ~~Toys”~~incorporated orby ~~the~~reference ~~“Company”)~~under ~~distributed~~this ~~seventy-five percent (75%)~~Item ~~of the common stock of its wholly-owned subsidiary, Southland Health Services, Inc~~7. ~~(“Southland”),~~01 ~~to the Company’s stockholders~~ as aif ~~dividend~~fully ~~(the~~set ~~“Spin-Off”).~~forth ~~In the aggregate, 21,111,521 shares were distributed in the Spin-Off at a ratio of 0~~herein.~~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.~~

NoThe ~~consideration~~information ~~was~~presented ~~paid~~herein ~~for~~under ~~the shares issued in the Spin-Off~~Item 7.01 ~~Recipients~~shall ofnot ~~shares~~be indeemed ~~the~~“filed” ~~Spin-Off~~under ~~included Larry N. Lunan, President, Chief Executive Officer and Chairman of~~ the ~~Board~~Securities ofExchange ~~Directors~~Act of ~~the Company and of Southland~~1934, T.as ~~Alan Walls~~amended, ~~Chief~~nor ~~Financial~~shall ~~Officer~~it ofbe ~~the~~deemed ~~Company~~incorporated ~~and~~by ~~of Southland,~~reference ~~Walter~~in ~~Clanton~~any ~~DuBose,~~filing ~~Chief Operating Officer of~~ under the ~~Company~~Securities ~~and~~Act of ~~Southland~~1933, ~~Roger~~as ~~Warren~~amended, ~~member~~except ofas ~~the~~may ~~Board~~be ofexpressly ~~Directors~~set offorth ~~the~~by ~~Company~~specific ~~and~~reference ofin ~~Southland,~~such ~~and~~a ~~Clinton Hubbard, member of the Board of Directors of the Company and of Southland~~filing.

~~Southland registered the issued in the Spin-Off under the Securities Act of 1933, as amended (the “Act”) on a Registration Statement on Form S-1 (file no~~Item 8.01 ~~333-134797)~~Other ~~(the “Registration Statement”)~~Events. ~~Southland registered (a) 9,801,353 shares of its common stock to be distributed by the Company to its non-affiliate stockholders and (b) 18,347,342 shares of its~~ common stock to be distributed to certain persons who are presently deemed affiliates (as that term is defined in Section (a)(1) of Rule 144, as promulgated under the Act) and for resale by the Company and those affiliates.

~~Item~~On 9August 16, 2007, the Company announced in a press release that, effective August 17, 2007, the Company’s common shares will begin trading under the Company’s new ticker symbol ‘PLHI.01OB’. ~~Financial~~The ~~Statements~~press ~~and~~release ~~Exhibits~~is furnished on Exhibit 99.1.

~~There~~Item 9.01 ~~are no~~Financial ~~exhibits~~Statements ~~are~~and ~~filed~~Exhibits. ~~with this Form 8-K:~~

~~SIGNATURE~~(d) Exhibits.

~~Pursuant~~99.1 Press toRelease dated ~~the requirements of the Securities Exchange Act of 1934~~August 16, ~~the~~2007 ~~Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~

BAD TOYS HOLDINGS, INC.
By:		/s/ Larry N. Lunan
Name:		Larry N. Lunan
Title:		Chief Executive Officer
Dated:		February 6, 2007

SIGNATURES

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


Paladin Holdings, Inc.

By:		/s/ Larry N. Lunan
		Larry N. Lunan, President

Dated: August 16, 2007

Filing Compare · Paladin Holdings Inc/FL