**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      DC 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, 2007




OR




** ̈**  **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: 333-122697




**SEGUSO
      HOLDINGS, INC.**


**(Exact
      name of registrants as specified in its charters)**




**New
                York**
            
            **20-1801142****(State
                or other jurisdiction of incorporation or
                organization)**
            
            **(I.R.S.
                Employer Identification
                No.)**




**3405
                54****th****Drive West, Suite G102, Brandenton, Florida**
            
            **34210****(Address
                of principal executive office)**
            
            **(Zip
                Code)**




**(941)
      753-7303**


**(Registrants’
      telephone number, including area code)**




**Securities
      registered pursuant to Section 12(b) of the Act: None**




**Securities
      registered pursuant to Section 12(g) of the Act: None**





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




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





Indicate
      by check mark whether the registrant (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 if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-K is not contained herein, and will not be contained, to the best
      of registrant’s knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-K or any amendment to
      this
      Form 10-K. x




Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, a non-accelerated filer, or a smaller reporting company.
      See
      the definitions of “large accelerated filer,” “accelerated filer” and “smaller
      reporting company” in Rule 12b-2 of the Exchange Act.  (Check
      one):




Large
                  accelerated filer
              o
              
              Accelerated
                  filer
              oNon-accelerated
                  filer
              o
              
              Smaller
                  reporting company
              x









Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes xNoo





The
      aggregate market value of the 900,000 shares of common stock of the Registrant
      issued and outstanding as of June 30, 2007, the last business day of the
      registrant’s most recently completed second fiscal quarter, excluding 1,100,000
      shares of common stock held by affiliates of the Registrant was $0, as none
      of
      the Registrant’s common stock was registered, nor was there a public market for
      the Registrant’s securities at such time.





The
      number of shares of Registrant’s common stock outstanding as of April 14, 2008
      was 2 ,000,000.





**DOCUMENTS
      INCORPORATED BY REFERENCE**





Part
      III
      of this Form 10-K incorporates by reference certain portions of the Registrant’s
      prospectus filed with the Commission on October 26, 2007 pursuant to Rule 424(b)
      under the Securities Act of 1933.




2




**SEGUSO
      HOLDINGS, INC.**


**2007
      FORM 10-K ANNUAL REPORT**


**TABLE
      OF CONTENTS**




PART
                  IItem
                  1.
              
              Business
              4Item1
                    A.
              
              Risk
                  Factors
              9Item
                    2.
              
              Properties
              14Item
                    3.
              
              Legal
                  Proceedings
              14Item
                    4.
              
              Submission
                  of Matters to a Vote of Security Holders
              14PART
                  IIItem
                    5.
              
              Market
                  for the Registrant’s Common Equity, Related Stockholder Matters and
                  Issuer Purchases of Equity Securities
              15Item
                    6.
              
              Selected
                  Financial Data
              15Item
                    7.
              
              Management’s
                    Discussion and Analysis of Financial Condition and Results of
                    Operations
              16Item
                    8.
              
              Financial
                  Statements and Supplementary Data
              21Item
                    9.
              
              Changes
                    in and Disagreements with Accountants on Accounting and FinancialDisclosure
              21Item
                  9A(T).
              
              Controls
                  and Procedures
              22Item
                    9B.
              
              Other
                  Information
              23PART
                  IIIItem10.
              
              Directors
                  and Executive Officers of the Registrant
              24Item
                    11.
              
              Executive
                  Compensation
              24Item
                    12.
              
              Security
                  Ownership of Certain Beneficial Owners and Management
              25Item
                  13.
              
              Certain
                  Relationships and Related Transactions
              26Item
                    14.
              
              Principal
                  Accountant Fees and Services
              27PART
                  IVItem
                  15.
              
              Exhibits
                  and Financial Statement Schedules
              29





3




**PART
      I**


**ITEM 1.**  **BUSINESS**




***Statement
      Regarding Forward-Looking Disclosure***




Certain
      statements contained in this report, including, without limitation, statements
      containing the words, "likely," "forecast," "project," "believe," "anticipate,"
      "expect," and other words of similar meaning, constitute "forward-looking
      statements" within the meaning of Section 27A of the Securities Act of 1933,
      as
      amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
      Such forward-looking statements involve known and unknown risks, uncertainties
      and other factors which may cause our actual results, performance or
      achievements to be materially different from any future results, performance,
      or
      achievements expressed or implied by such forward-looking statements. Given
      these uncertainties, readers are cautioned not to place undue reliance on such
      forward-looking statements. We disclaim any obligation to update any such
      factors or to announce publicly the results of any revision of the
      forward-looking statements contained or incorporated by reference herein to
      reflect future events or developments. In addition to the forward-looking
      statements contained in this report, the following forward-looking factors
      could
      cause our future results to differ materially from our forward-looking
      statements: competition, capital resources, credit resources, funding,
      government compliance and market acceptance of our products and
      services.




***General***





We
      are a
“blank check” company formed to effect a business combination with a target
      business which we believe has significant growth potential. To date, our efforts
      have been limited to organizational activities, including our formation as
      a New
      York corporation on October 21, 2004, and the offering of 500,000 shares of
      common stock, par value $.0001 per share, at the offering price of $.10 per
      share (the “Offering”), as provided in the Company’s registration statement,
      declared effective by the Securities and Exchange Commission (the “SEC” or the
“Commission”) on October 26, 2007. We were formed to raise capital and seek
      business opportunities believed to hold a potential for profit. We will
      primarily investigate the possible acquisition of business interests by merger,
      consolidation, stock for stock exchange or purchase of assets. We hope to be
      able to effect a tax-free exchange once a business opportunity satisfactory
      to
      management is located. However, no assurance can be given that an attractive
      business opportunity will become available to us on a tax-free exchange basis,
      or on another basis. We are under no binding commitment, arrangement, or
      contract to acquire any business interests or products. Because we have limited
      resources, unless additional financing is obtained, it is likely that our
      limited funds will limit our potential acquisitions to one business interest
      or
      product, and as such, it is expected that our interest(s) will not be very
      diversified.





***Rule
      419 Offering***





The
      Company has commenced the initial public offering of its shares of common stock
      registered in the Company’s registration statement, that was declared effective
      by the Commission on October 26, 2007 (the “Registration Statement) and is
      requiring investors to execute the form of Subscription Agreement filed herewith
      as Exhibit 10.6 and the form of Escrow Agreement filed herewith as Exhibit
      10.7,
      in addition to funding their subscription amounts. The implementation of our
      business objectives is wholly contingent upon the successful sale of the shares
      pursuant to the Offering. As
      of the
      date of this Form 10-K, no shares have been sold in the Offering. We
      intend to utilize any proceeds of this Offering, as well as any sales of
      additional equity securities or debt securities, bank and other borrowings
      or a
      combination of those sources to effect a business combination with a target
      business which we believe has significant growth potential. While we may, under
      certain circumstances, seek to effect business combinations with more than
      one
      target business, unless additional financing is obtained, we will not have
      sufficient proceeds remaining after an initial business combination to undertake
      additional business combinations. At this time, we do not have any anticipated
      material acquisitions and are not in discussions with third parties regarding
      the same.




4




The
      Offering is subject to Rule 419 under the Securities Act, as amended. As such,
      among other things, the fair value of the business or assets to be acquired
      must
      represent at least 80% of the proceeds of the Offering, or at least $40,000,
      as
      more fully described in the Company’s Registration Statement. Once an
      acquisition agreement meeting such criteria has been executed, we must
      successfully complete a reconfirmation offering as more fully described in
      the
      Registration Statement, as well as update the Registration Statement with a
      post-effective amendment in accordance with Rule 419. The post-effective
      amendment must contain information about the proposed acquisition candidate
      and
      its business, including audited financial statements, the results of this
      offering, and the use of the funds disbursed from the escrow account, if any.
      Under Rule 419, the post-effective amendment must also include the terms of
      the
      reconfirmation offer. The reconfirmation offer requires satisfaction of certain
      prescribed conditions before the offering proceeds and shares can be released
      from escrow.





We
      may
      acquire a company or business by purchasing, trading or selling the securities
      of such company or business. However, we do not intend to engage primarily
      in
      such activities. As long as we comply with the requirements of Rule 419, we
      will
      not be regulated as an investment company. Specifically, we intend to conduct
      our activities after our acquisition so as to avoid being classified as an
      “investment company” under the Investment Company Act of 1940, as amended (the
“Investment Company Act”), and therefore avoid application of the costly and
      restrictive registration and other provisions of the Investment Company Act
      and
      the regulations promulgated thereunder.





Section
      3(a) of the Investment Company Act excepts from the definition of an “investment
      company” an entity which does not engage primarily in the business of investing,
      reinvesting or trading in securities, or which does not engage in the business
      of investing, owning, holding or trading “investment securities” (defined as
“all securities other than government securities or securities of majority-owned
      subsidiaries”) the value of which exceed 40% of the value of its total assets
      (excluding government securities, cash or cash items). We intend to implement
      our business plan in a manner which will result in the availability of this
      exception from the definition of an investment company. Consequently, our
      acquisition of a company or business through the purchase and sale of investment
      securities will be limited. Although we intend to act to avoid classification
      as
      an investment company, the provisions of the Investment Company Act are
      extremely complex and it is possible that we may be classified as an inadvertent
      investment company. We intend to vigorously resist classification as an
      investment company, and to take advantage of any exemptions or exceptions from
      application of the Investment Company Act, which allows an entity a one time
      option during any three-year period to claim an exemption as a “transient”
investment company. The necessity of asserting any such resistance, or making
      any claim of exemption, could be time consuming and costly, and in all
      likelihood prohibitive, given our limited resources.




5




We
      are
      subject to certain reporting requirements under the Exchange Act. If we are
      no
      longer required to file reports and other information with the SEC under the
      Exchange Act, we intend nonetheless to continue to file such reports. Pursuant
      to Sections 13 and 15(d) of the Exchange Act, if significant acquisitions take
      place, we must furnish information, including certified financial statements
      for
      the acquired company covering one, two or three years depending upon the
      relative size of the acquisition. Consequently, acquisition prospects that
      do
      not have or are unable to obtain certified financial statements will not be
      appropriate for acquisition so long as the reporting requirements of the
      Exchange Act apply to us.





Various
      impediments to a business combination may arise, such as appraisal rights
      afforded the stockholders of a target business under the laws of its state
      of
      organization. This may prove to be deterrent to a particular
      combination.





We
      will
      not effect a business combination with any entity in which our directors,
      executive officers, promoters, control persons, or their affiliates or
      associates, directly or indirectly, have an ownership interest.





***Single
      Business Combination.***





As
      a
      result of our limited resources, unless additional financing is obtained, we
      expect to have sufficient proceeds to effect only a single business combination.
      Accordingly, the prospects for our success will be entirely dependent upon
      the
      future performance of a single business. Unlike certain entities which have
      the
      resources to consummate several business combinations or entities operating
      in
      multiple industries or multiple segments of a single industry, we will not
      have
      the resources to diversify our operations or benefit from the possible spreading
      of risks or offsetting of losses. A target business may be dependent upon the
      development or market acceptance of a single or limited number of products,
      processes or services, in which case there will be an even higher risk that
      the
      target business will not prove to be commercially viable. We have no present
      intention of either loaning any of the proceeds of this offering to any target
      business or of purchasing or acquiring a minority interest in any target
      business. We expect our present management to play no managerial role in the
      Company following a business combination. Although we intend to scrutinize
      closely the management of a prospective target business in connection with
      our
      evaluation of a business combination with a target business, our assessment
      of
      management may be incorrect.





***Evaluation
      of Target Businesses.***





We
      will
      seek to acquire a target business without limiting ourselves to a particular
      industry. Most likely, the target business will be primarily located in the
      United States, although we may acquire a target business primarily located
      outside the United States.




6




We
      will
      not acquire a target business unless the fair value of such business, as
      determined by our management, is at least 80% of the maximum proceeds of this
      offering. If we determine the financial statements of a proposed target business
      do not clearly indicate that the fair value test has been satisfied, we will
      obtain an opinion from an independent investment banking firm (which is a member
      of FINRA) with respect to the satisfaction of such criteria.





In
      connection with stockholder approval of a business combination, we intend to
      provide stockholders with disclosure documentation in accordance with the SEC’s
      proxy rules, including audited financial statements, concerning a target
      business. Accordingly, any target business which is selected would need to
      have
      audited financial statements or be audited in connection with the transaction.
      To the extent we effect a business combination with a financially unstable
      company or an entity in its early stage of development or growth (including
      entities without established records of revenue or income), we will become
      subject to numerous risks inherent in the business and operations of financially
      unstable and early stage or potential emerging growth companies. In addition,
      to
      the extent that we effect a business combination with an entity in an industry
      characterized by a high level of risk, we will become subject to the currently
      unascertainable risks of that industry. An extremely high level of risk
      frequently characterizes certain industries which experience rapid growth.
      Although our management will evaluate the risks inherent in a particular
      industry or target business, you cannot assume that we will properly ascertain
      or assess all risks.





In
      evaluating a prospective target business, we will consider several factors,
      including the following:





·
              experience
                  and skill of management and availability of additional personnel
                  of the
                  target business;





·
              costs
                  associated with effecting the business
                  combination;





·
              equity
                  interest retained by our stockholders in the merged
                  entity;





·
              growth
                  potential of the target
                  business;





·
              capital
                  requirements of the target
                  business;





·
              capital
                  available to the target
                  business;





·
              competitive
                  position of the target
                  business;





·
              stage
                  of development of the target
                  business;





·
              degree
                  of current or potential market acceptance of the target business,
                  products
                  or services;





·
              proprietary
                  features and degree of intellectual property or other protection
                  of the
                  target business;





·
              the
                  financial statements of the target business;
                  and





·
              the
                  regulatory environment in which the target business
                  operates.




7




The
      foregoing criteria are not intended to be exhaustive and any evaluation relating
      to the merits of a particular target business will be based, to the extent
      relevant, on the above factors as well as other considerations we deem relevant.
      In connection with our evaluation of a prospective target business, we
      anticipate conducting a due diligence review encompassing, among other things,
      meetings with incumbent management and inspection of facilities, as well as
      a
      review of financial, legal and other information.




***Competition.***





The
      Company is in a highly competitive market for a small number of business
      opportunities which could reduce the likelihood of consummating a successful
      business combination. We are and will continue to be an insignificant
      participant in the business of seeking mergers with, joint ventures with and
      acquisitions of small private and public entities. A large number of established
      and well-financed entities, including small public companies and venture capital
      firms, are active in mergers and acquisitions of companies that may be desirable
      target candidates for us. Nearly all these entities have significantly greater
      financial resources, technical expertise and managerial capabilities than we
      do;
      consequently, we will be at a competitive disadvantage in identifying possible
      business opportunities and successfully completing a business combination.
      These
      competitive factors may reduce the likelihood of our identifying and
      consummating a successful business combination.





***Governmental
      Regulation***





As
      a
      general rule, federal and state tax laws and regulations have a significant
      impact upon the structuring of business combinations. We will evaluate the
      possible tax consequences of any prospective business combination and will
      endeavor to structure a business combination so as to achieve the most favorable
      tax treatment to our Company, the target business and our respective
      stockholders. There can be no assurance that the Internal Revenue Service or
      relevant state tax authorities will ultimately assent to our tax treatment
      of a
      particular consummated business combination. To the extent the Internal Revenue
      Service or any relevant state tax authorities ultimately prevail in
      recharacterizing the tax treatment of a business combination, there may be
      adverse tax consequences to our Company, the target business, and our respective
      stockholders.





We
      also
      must comply with federal and state securities laws with respect to the Offering,
      our ongoing reporting requirements, and in the structuring of business
      combinations, among other things. Complying with these requirements will
      generally result in increased expenses in terms having to hire attorneys,
      accountants, and other advisers. In addition, there can be no assurance that
      the
      SEC or relevant state securities authorities will assent to all of our
      activities, in which case there may be adverse consequences to our Company,
      the
      target business and our respective stockholders.




8




***Research
      and Development Activities***





As
      of the
      end of the most recent fiscal year, the Company had spent only nominal amounts
      on research and development activities, which consist primarily of costs
      required to select and evaluate a target business (including conducting a due
      diligence review and the provision of the services by outside consultants,
      advisors, attorneys, and accountants, as may be necessary). The amount of time
      devoted to our business and affairs may vary significantly depending upon,
      among
      other things, whether we have identified a target business or are engaged in
      active negotiation of a business combination.





In
      addition to target businesses identified by Meyer Associates, L.P. (a FINRA
      member firm) pursuant to that certain Consulting Agreement, filed as an exhibit
      to Amendment No. 2 to the Registration Statement filed with the SEC on May
      15,
      2007, we anticipate that various prospective target businesses will be brought
      to our attention without charge from various sources, including securities
      broker-dealers, investment bankers, venture capitalists, bankers and other
      members of the financial community, including, possibly, their executive
      officers and our affiliates.





***Employees***





We
      are a
      development stage company and currently have no employees. Our chief executive
      officer, Robert Seguso, serves without compensation. Following the closing
      of
      the Offering, Mr. Seguso is expected to continue to devote only a small portion
      of his time to our affairs on a part-time or as-needed basis. Accordingly,
      the
      consummation of a business combination may require a longer time than if he
      devoted his full time to our affairs. However, he will devote such time as
      he
      deems reasonably necessary to carry out the business and affairs of the Company.
      We expect to use outside consultants (including Meyers Associates, L.P.),
      advisors, attorneys and accountants with whom we have prior relationships,
      as
      necessary. However, any costs are subsequent to our receiving funds from Mr.
      Seguso. We do not anticipate hiring any full-time employees so long as we are
      seeking and evaluating business opportunities.





**I** **TEM
      1** **A.**  **RISK
      FACTORS**





The
      Company’s securities are highly speculative and subject to numerous and
      substantial risks. You should not purchase securities of the Company unless
      you
      can afford to lose your entire investment. We have listed what we believe to
      be
      all the material risks to an investment in our securities at this point in
      time.
      You should carefully consider all the material risks relating to our business,
      including, but not limited to, those risk factors discussed below.





**We
      are a “blank check” company which provides little advance
      information.**





Since
      we
      are a “blank check” company, investors in our securities will not have an
      opportunity to evaluate the specific merits and risks of the business
      combination opportunities reviewed by our management. Accordingly, prospective
      investors must rely entirely upon our management to select a target business.
      However, we will not proceed with a business combination unless a sufficient
      number of investors reconfirm their investments.




9




**Prospective
      investors may not have access to their funds for up to 18 months from the
      effective date of the Registration Statement.**





If
      the
      Offering is fully subscribed, but we are unable to locate a suitable business
      combination candidate, prospective investors will have to wait up to 18 months
      from the effective date of the Registration Statement, or on or about April
      26,
      2009, at which point not less than 90% of their pro-rata portion of the escrowed
      funds would be returned. The Company reserves the right to utilize an amount
      up
      to 10% of the offering proceeds in accordance with Rule 419(b)(2)(vi). Investors
      may be offered an earlier opportunity to receive their pro-rata portion of
      the
      escrowed funds (less up to 10% as described in the previous sentence) in the
      event they choose not to reconfirm their investment in connection with a
      reconfirmation offering conducted upon execution of an agreement to combine
      with
      a business that represents at least 80% of the offering proceeds. The Offering
      is being made on an “all or none basis.” If the Offering is not fully subscribed
      by April 23, 2008, 100% of the funds paid for in connection with their
      subscription will be promptly returned, without interest.





**We
      may never complete a business combination, and investors may never be issued
      their securities, if a sufficient number of investors do not reconfirm their
      investments.**





A
      business combination with a target business cannot be completed unless a
      sufficient number of investors elect to reconfirm their investments. If, after
      completion of the reconfirmation offering, a sufficient number of investors
      do
      not reconfirm their investments, the business combination will not be completed.
      In such event, none of the securities held in escrow will be issued, and a
      minimum of 90% of the pro-rata portion of the escrowed funds will be returned
      to
      investors, with interest, if any.





**Qualified
      financial statements question our ability to continue in
      business.**




Our
      accountants issued a qualified report on our financial statements as of and
      for
      the period ended December 31, 2007. The report states that the Company has
      devoted its efforts to raising capital, has not commenced operations, has
      experienced net losses and has a capital deficit at December 31, 2007. These
      conditions raise substantial doubt about the Company’s ability to continue as a
      going concern. See “Report of Independent Registered Public Accounting Firm” and
      Note 1 of “Notes to Financial Statements.”





**We
      depend on part-time management, and they may not have sufficient opportunities
      to identify a target business.**





Our
      success will largely be dependent upon whether our management can identify
      a
      suitable target business to acquire in connection with the Offering pursuant
      to
      Rule 419 and reported in the Company’s registration statement on Form SB-2,
      declared effective by the SEC on October 26, 2007. Our management is expected
      to
      manage our affairs on only a part-time or as-needed basis, and they may miss
      business opportunities they may have otherwise identified had they been devoting
      all of their time to our affairs. We have not entered into an employment
      agreement with any member of our management, and none of them is required to
      commit a specific amount or percentage of his time to our affairs.




10




**Mr.
      Seguso has no experience in valuing or evaluating prospective acquisition
      candidates.**





Mr.
      Seguso is a private investor who has no formal training or professional
      experience in valuing businesses or in evaluating prospective acquisition
      candidates.





**We
      have not paid and do not intend to pay dividends.**





We
      have
      not paid any dividends on our common stock to date and do not intend to pay
      dividends prior to our combination with a target business. The payment of
      dividends after any such business combination, if any, will be entirely within
      the discretion of our board of directors. Accordingly, investors will have
      to
      look to appreciation in the value of their securities to obtain a return on
      their investment.





**Preferred
      stock as an anti-takeover device.**




The
      Company is authorized to issue 5 million shares of preferred stock, $.0001
      par
      value. The preferred stock may be issued in series from time to time with such
      designation, voting and other rights, preferences and limitations as the board
      of directors of the Company may determine by resolution. Unless the nature
      of a
      particular transaction and applicable statutes require such approval, the board
      of directors has the authority to issue these shares without shareholder
      approval. The issuance of preferred stock may have the effect of delaying or
      preventing a change in control of the Company without any further action by
      shareholders.





**We
      will not permit investors to sell our securities outside of New York after
      their
      release from escrow.**




We
      intend
      to limit resale transactions in the securities sold in the Company’s Offering to
      investors within the state of New York. We intend to place a legend on the
      share
      certificates to the effect that resale transactions in such securities may
      only
      be made in New York and in such other states, if any, where the securities
      are
      qualified.





**We
      may become subject to regulation under the Investment Company
      Act.**





We
      believe our anticipated principal activity, which is to effect a combination
      with another business, will not subject us to regulation under the Investment
      Company Act. The Investment Company Act, which was enacted to regulate pooled
      investments in securities, may extend to companies which do not intend to be
      typical investment companies. So long as we meet the requirements of Rule 419,
      we will not be required to register as an investment company nor be regulated
      as
      an investment company. However, if the SEC determines that we are an investment
      company, we will become subject to regulations which require a compliance
      expense incompatible with our strategy.




11




**We
      may not be able to use all of the proceeds of the Offering in our combination
      with a target business.**





Prior
      to
      consummating any combination with a target business we must provide each
      purchaser of common shares in the Offering with a supplemental prospectus
      containing information on proposed transaction and ask them to confirm their
      purchase. Purchasers who do not confirm their investment will have their
      investment returned (less up to 10% in accordance with Rule 419). This could
      result in less than all the proceeds being available for our use in the
      combination and may prevent such a transaction from being
      completed.





**Unless
      we complete a business combination, management will not receive reimbursement
      for any offering expenses they incur if such expenses exceed 10%, which is
      the
      maximum amount that may be released to us under Rule 419** **(b)(2)(vi)** **for the purpose of funding our offering and operating expense requirements.
      Management may have a conflict of interest in determining whether a particular
      target business is appropriate for a business combination and in the
      stockholders’ best interest (based on the likelihood of such costs being
      reimbursed).**





Management
      will not receive reimbursement for any offering and operating expenses incurred
      by them to the extent that such expenses exceed 10%, which is the maximum amount
      that may be released to us under Rule 419 (b)(2)(vi) to fund our offering and operating expense requirements, unless a business
      combination is consummated. Management may, as part of any such combination,
      negotiate the repayment of some or all of any such offering and/or operating
      expenses which, at the time of filing, are anticipated to be approximately
      $90,000, which amount includes a total of $86,600 owed to Mr. Seguso under
      various advances he has agreed to make to the Company as of December 31, 2007.
      If the target business’ owners do not agree to the repayment of the $86,600
      amount owed under the various advances, plus any additional expenses that accrue
      prior to such potential business combination, this could cause management to
      view such potential business combination unfavorably, thereby resulting in
      a
      conflict of interest. The financial interests of management could influence
      their motivation in selecting a target business and thus, there may be a
      conflict of interest when determining whether a particular business combination
      is in the stockholders’ best interest.





**There
      is currently no trading market for our common stock.**





Outstanding
      shares of our common stock cannot be offered, sold, pledged or otherwise
      transferred unless subsequently registered pursuant to, or exempt from
      registration under, the Securities Act and any other applicable federal or
      state
      securities laws or regulations. These restrictions will limit the ability of
      our
      stockholders to liquidate their investment.




**Our
      business will have no revenues unless and until we merge with or acquire an
      operating business.**





We
      are a development stage company and have had no revenues from operations. We
      may
      not realize any revenues unless and until we successfully merge with or acquire
      an operating business.




12




**There
      is competition for those private companies suitable for a merger transaction
      of
      the type contemplated by management.**





The
      Company is in a highly competitive market for a small number of business
      opportunities which could reduce the likelihood of consummating a successful
      business combination. We are and will continue to be an insignificant
      participant in the business of seeking mergers with, joint ventures with and
      acquisitions of small private and public entities. A large number of established
      and well-financed entities, including small public companies and venture capital
      firms, are active in mergers and acquisitions of companies that may be desirable
      target candidates for us. Nearly all these entities have significantly greater
      financial resources, technical expertise and managerial capabilities than we
      do;
      consequently, we will be at a competitive disadvantage in identifying possible
      business opportunities and successfully completing a business combination.
      These
      competitive factors may reduce the likelihood of our identifying and
      consummating a successful business combination.




**We
      will incur ongoing costs and expenses for SEC reporting and compliance. Without
      additional funds, we may not be able to remain in compliance, making it
      difficult for investors to sell their shares, if at all.**




To
      be eligible for quotation, issuers must remain current in their filings with
      the
      SEC. In order for us to remain in compliance we will require future funds to
      cover the cost of these filings, which could comprise a substantial portion
      of
      our available cash resources. If we are unable to generate sufficient funds
      to
      remain in compliance it may be difficult for our investors to resell their
      securities of the Company, if at all.





**If
      o** **ther
      investors do not reconfirm their investment under Rule 419, investors will
      not
      realize any benefit from participating in the Company’s
      Offering.**





If
      a sufficient number of investors do not reconfirm their investments in the
      Offering, the business combination will not be closed and investors will not
      be
      issued their securities. Investors funds, intended for investment, will,
      however, be returned, with interest, if any, even though investors may otherwise
      wish to invest, and they will not have realized any benefit from this
      transaction.





**If
      a business combination transaction does not occur on a timely basis, investors
      will not realize any benefit from participating in the Offering.**





We
      may never consummate a business combination. If a business combination is not
      identified and consummated within 18 months from October 26, 2007, the date
      our
      initial registration statement was declared effective by the SEC, the Company
      will not be able to sustain operations and any investors funds remaining in
      escrow will be returned, with interest, if any, and they will not have realized
      any benefit from this transaction.




13




**We
      may not have sufficient funds to find a business combination, in which case
      we
      will be unable to close a merger or acquisition.**




As
      of December 31, 2007, we had total assets of $1,028 and we had total liabilities
      of $100,091. Given the high amount of total liabilities and minimal amount
      of
      funds we will have access to while pursuing an acquisition candidate, we may
      be
      unable to complete an acquisition or merger due to a lack of sufficient funds.
      Therefore, we may require additional financing in the future in order to close
      a
      business combination. Such financing may consist of the issuance of debt or
      equity securities. We cannot give any assurances that such funds will be
      available, if needed, or whether they will be available on terms acceptable
      to
      us. At the present time, we do not have such financing plans.





**Meyers
      Associates may be unable to identify suitable candidates for acquisitions or
      integrations with the Company, and costs and expenses resulting from such
      services, which cannot readily be ascertained at this time, could severely
      disrupt our operations and ongoing business.**





We
      cannot
      assure you that Meyers Associates will be able to identify suitable acquisition
      or investment candidates. Even if Meyers Associates does identify suitable candidates,
      we cannot assure you that we will be able to make acquisitions or investments
      on
      commercially acceptable terms. If we acquire a business selected by Meyers
      Associates, we could have difficulty in assimilating that company's personnel,
      operations, products, services or technologies into our Company. In the event
      such transaction is not completed, the Company would remain liable for costs
      and
      expenses payable under the consulting agreement with Meyers Associates, which
      costs and expenses are not readily ascertainable at this time, and will not
      be
      ascertainable until around the time an acquisition candidate is introduced
      or
      business combination commences. Such costs and expenses could cause and/or
      contribute to any disruptions in our ongoing operations, distractions to our
      management and increases in our overall expenses, all of which will adversely
      affect our results of operations. Since we cannot reasonably estimate Meyers
      Associates costs and expenses, and there is no cap on the amount of finders
      fees
      we may pay, there is the risk that these costs and expenses may be higher than
      would reasonably be expected for such services, in which case the adverse affect
      it would have on our operations would be exacerbated.





**ITEM 2.**  **PROPERTIES**




Our
      offices are located at 3405 54 th Drive
      West, Suite G102, Bradenton, Florida 34210, telephone number
      (941) 753-7303.





**ITEM 3.**  **LEGAL
      PROCEEDINGS**




We
      are
      not a party to any legal proceedings.




**ITEM 4.**  **SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS**




None.




14




**PART
      II**





**ITEM 5.**  **MARKET
      FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASES OF**


**EQUITY SECURITIES**




There
      currently is no established public trading market for our common stock. Even
      in
      the event the Offering and reconfirmation offering are completed and shares
      are
      released from escrow upon satisfaction of the Rule 419 requirements, a public
      trading market may never develop or, if one develops, may not be sustained
      or
      trading may only be limited and sporadic and not provide the desired
      liquidity.





On
      April
      14, 2008, there were seven (7) **** stockholders
      of record and 2,000,000 shares of our common stock issued and outstanding.
      We
      have not paid any dividends on our common stock to date and do not intend to
      pay
      dividends prior to our combination with a target business. The payment of
      dividends after any such business combination, if any, will be entirely within
      the discretion of our board of directors. There are no outstanding options
      or
      warrants to purchase, or securities convertible into, our common stock.





We
      intend
      to limit resale transactions and any secondary trading market which may develop
      for our common stock, after release from escrow in accordance with Rule 419,
      to
      residents of the State of New York.





***Report
      on Use of Proceeds***




The
      Offering commenced on the effective date of the Registration Statement
      (Commission file number 333-122697) October 26, 2007. The Company registered
      a
      total of 500,000 shares of common stock, par value $.0001 per share, for an
      aggregate offering price of $50,000, none of which have been sold to date,
      resulting in the Company receiving no proceeds from the sale of shares under
      the
      Offering. Although no shares have been sold to date, the Offering has not been
      terminated. The Company extended the offering period for an additional ninety
      (90) days until April 23, 2008, as disclosed in the Company’s Current Report on
      Form 8-K filed with the Commission on March 4, 2008.




From
      October 26, 2007, the effective date of the Registration Statement, to December
      31, 2007, the Company has not incurred material costs and expenses in connection
      with the issuance and distribution of the registered securities pursuant to
      the
      Offering. Meyers Associates, L.P., a FINRA member firm and registered
      broker-dealer, is not involved in the Offering as an underwriter and solely
      is
      acting pursuant to the Consulting Agreement as referred to below in Item 7.
      “Management’s Discussion and Analysis of Financial Condition and Results of
      Operations” and is incorporated herein by reference from Exhibit 10.3 to
      Amendment No. 2 to the Company’s Registration Statement filed with the
      Commission on May 15, 2007.




**ITEM 
      6. SELECTED FINANCIAL DATA**





The
      Company is not required to provide information under this item as a smaller
      reporting company.




15




**ITEM 
      7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS.**





***Statement
      Regarding Forward-Looking Disclosure***





Certain
      statements contained in this report, including, without limitation, statements
      containing the words, "likely," "forecast," "project," "believe," "anticipate,"
      "expect," and other words of similar meaning, constitute "forward-looking
      statements" within the meaning of Section 27A of the Securities Act of 1933,
      as
      amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
      Such forward-looking statements involve known and unknown risks, uncertainties
      and other factors which may cause our actual results, performance or
      achievements to be materially different from any future results, performance,
      or
      achievements expressed or implied by such forward-looking statements. Given
      these uncertainties, readers are cautioned not to place undue reliance on such
      forward-looking statements. We disclaim any obligation to update any such
      factors or to announce publicly the results of any revision of the
      forward-looking statements contained or incorporated by reference herein to
      reflect future events or developments. In addition to the forward-looking
      statements contained in this report, the following forward-looking factors
      could
      cause our future results to differ materially from our forward-looking
      statements: competition, capital resources, credit resources, funding,
      government compliance and market acceptance of our products and
      services.




**Business
      Combination**




We
      are
      currently in the development stage and in the process of raising capital and
      exploring acquisition candidates. All our activities since inception have been
      related to our formation, proposed financing and the search for acceptable
      acquisition targets. Management is actively exploring acquisition candidates
      through its network of lawyers, accountants and investment banking
      relationships. The Company has engaged Meyers Associates L.P. (“Meyers
      Associates”), a principal shareholder and FINRA member firm, on a non-exclusive
      basis under a consulting agreement to assist the Company in identifying
      potential acquisition candidates. **** This
      consulting agreement dated May 20, 2005, had a non-renewable term of one (1)
      year and was extended to May 20, 2009 pursuant to the consulting agreement
      filed
      as Exhibit 10.3 to the Company’s Registration Statement on Form SB-2 filed on
      May 15, 2007 (the “Consulting Agreement”). Under the Consulting Agreement, as
      amended, the Company has engaged Meyers Associates as follows:




·
              To
                  perform consulting services related to identifying potential acquisition
                  candidates and other financial service matters, and Meyers Associates
                  has
                  accepted such retention on a non-exclusive basis. In this regard,
                  Meyers
                  Associates shall furnish to the Company advice and recommendations
                  with
                  respect to such aspects of the business and affairs of the Company
                  as the
                  Company shall, from time to time, reasonably request upon reasonable
                  notice. The services, which Meyers Associates will perform, shall
                  include,
                  without limitation, assisting the Company in evaluating and negotiating
                  particular contracts or transactions, if requested to do so by
                  the
                  company, upon reasonable notice.




·
              The
                  compensation of Meyers Associates will be based on a success fee.
                  In
                  addition to its compensation under the Consulting Agreement, the
                  Company
                  will reimburse Meyers Associates for any and all reasonable expenses
                  incurred by Meyers Associates in the performance of its duties
                  hereunder,
                  and Meyers Associates shall account for such expenses to the Company;
                  provided, however, that any expense in excess of $500 shall require
                  the
                  prior written approval of the Company which will not be unreasonably
                  withheld. Such reimbursement shall accumulate and be paid monthly.




16




·
              In
                  addition, Meyers Associates shall hold itself ready to assist the
                  Company
                  in evaluating and negotiating particular contracts or transactions,
                  if
                  requested to do so by the Company, upon reasonable notice, and
                  will
                  undertake such evaluations and negotiations upon prior written
                  agreement
                  as to additional compensation to be paid by the Company to Meyers
                  Associates with respect to such evaluations and negotiations.




·
              Meyers
                  Associates may act as a finder or financial consultant in various
                  business
                  transactions in which the Company may be involved, such as mergers,
                  acquisitions or joint ventures. The Company and Meyers Associates
                  will
                  agree to compensation on deal by deal basis prior to each such
                  transaction.




As
      of
      December 31, 2007, we have only incurred costs or expenses mainly associated
      with formation of the Company, legal costs relating to work performed on the
      Company’s Registration Statement of approximately $42,000, accounting fees of
      approximately $35,000, financial printing costs of approximately $2,000, and
      cash on hand of $1,028. We anticipate that our operating expenses shall consist
      mainly of legal and accounting fees associated with ongoing reporting compliance
      and fees paid to Meyers Associates under the Consulting Agreement, as well
      as
      costs in connection with the consummation of a business combination. We have
      not
      entered into any discussions or negotiations with potential acquisition
      candidates to date. The Company intends on meeting its capital requirements
      through advances provided by Mr. Seguso, as more fully described below in
“Liquidity and Capital Resources” section and in the Company’s prospectus filed
      with the Commission on October 26, 2007 pursuant to Rule 424(b)(3) under the
      Securities Act of 1933, as amended, and does not anticipate seeking additional
      funding from other sources within the next twelve months.




**Liquidity
      and Capital Resources**





The
      Company has no operating history, and did not have any revenues or earnings
      from
      operations as of December 31, 2007.





For
      the year ended December 31, 2007, pursuant to letter agreements dated as of
      April 1, 2007, filed
      as
      Exhibit 10.4 to the Company’s Registration Statement on Form SB-2 filed on July
      27, 2007, and
      September 1, 2007, filed as
      Exhibit 10.5 to the Company’s Registration Statement on Form SB-2 filed on
      October 4, 2007 ,
      Mr. Seguso has agreed to lend the Company $6,500 (the “Second
      Advance”)  and
      $74,000 (the “Third Advance”), respectively, to cover accrued expenses. For the
      year ended December 31, 2006, Mr. Seguso agreed to loan the Company a total
      of
      $6,100 (the “First Advance”) pursuant to the letter agreement dated as of
      September 30, 2006, filed as
      Exhibit 10.2 to the Company’s Registration Statement on Form SB-2 filed on
      February 9, 2007 . The
      First
      Advance, Second Advance, and Third Advance shall collectively be referred to
      as
      the “Advances.” These
      notes are all non-interest bearing and are all due the earlier of 18 months
      from
      the effective date of the Company’s Registration Statement -
      on or
      about April 26, 2009 - or upon completion of a business combination .
      If at the time of any business combination the amount due to the stockholder
      exceeds the proceeds of this Offering, the excess amount will be returned to
      the
      stockholder as a condition of the business combination. As of December 31,
      2007,
      the $74,000 amount under the Third Advance had not yet been provided by Mr.
      Seguso.




17




Mr.
      Seguso has verbally promised to loan additional amounts over the Advances to
      cover future offering expenses and operating expenses, as needed (the
“Additional Funds”). As amounts exceeding the Advances become due in connection
      with the operations of the Company, Mr. Seguso shall enter into one or more
      letter agreement(s) for such Additional Funds on a non-interest bearing basis
      and repayable 18 months after the effective date of the Registration Statement
      or upon completion of a business combination. Indebtedness to Robert Seguso
      under the First Advance, the Second Advance, the Third Advance and any
      Additional Funds shall cover the (i) offering expenses (as disclosed and as
      such
      become due), and (ii) the operating expenses for the Company shall primarily
      be
      from legal and accounting services the Company’s ongoing SEC reporting
      requirements, and from the evaluation of, and negotiation with, potential
      business candidates with Meyers Associates. At this time there are no sources
      of
      funds, other than Mr. Seguso, from which offering and operating expenses are
      anticipated to be paid over the next twelve months.





The
      Company has limited financial resources and its activity had been limited to
      organizational matters, ongoing reporting and compliance matters, and searching
      for acquisition candidates, none of which have been identified at this point.
       We will, in all likelihood, sustain operating losses until after the
      consummation of a business combination.  This may result in the Company
      incurring a net operating loss that will increase continuously until the Company
      can consummate a business combination with a profitable business opportunity.
       There is no assurance that we can complete the Company’s Offering,
      identify such a business opportunity or opportunities, have investors reconfirm
      their investments or consummate such a business combination.





**Off-Balance
      Sheet Arrangements**





We
      do not have any off-balance sheet arrangements that have or are reasonably
      likely to have a current or future effect on our financial condition, changes
      in
      financial condition, revenues or expenses, results of operations, liquidity,
      capital expenditures or capital resources that is material to
      investors.





**Going
      Concern**





The
      financial statements included in this report have been prepared in conformity
      with generally accepted accounting principles that contemplate the continuance
      of us as a going concern. Our lack of cash is inadequate to pay all of the
      costs
      associated with our operations. In the event the Company does not receive the
      necessary Additional Funds from Mr. Seguso, it may seek borrowings and security
      sales to mitigate the effects of its cash position, in which case, no assurance
      can be given that such debt or equity financing, if and when required, will
      be
      available.




18




**Critical
      Accounting Policies**





We
      have identified the policies outlined below as critical to our business
      operations and an understanding of our results of operations.  The list is
      not intended to be a comprehensive list of all of our accounting policies.
       In many cases, the accounting treatment of a particular transaction is
      specifically dictated by accounting principles generally accepted in the United
      States, with no need for management's judgment in their application.  The
      impact and any associated risks related to these policies on our business
      operations is discussed throughout Management's Discussion and Analysis and
      Results of Operation where such policies affect our reported and expected
      financial results.  Note that our preparation of the financial statements
      requires us to make estimates and assumptions that affect the reported amount
      of
      assets and liabilities, disclosure of contingent assets and liabilities at
      the
      date of our financial statements, and the reported amounts of revenue and
      expenses during the reporting period.  There can be no assurance that
      actual results will not differ from those estimates.





**Revenue
      Recognition**





The
      Company will determine its revenue recognition policies when
      required.





**Fair
      Value of Financial Instruments**





Financial
      instruments, including cash and accrued expenses and other liabilities are
      carried at amounts, which reasonably approximate their fair value due to the
      short-term nature of these amounts or due to variable rates of interest, which
      are consistent with market rates.





**Loss
      Per Common Share**





The
      Company complies with Statement of Financial Accounting Standards (“SFAS 128”),
“Earnings Per Share”. SFAS 128 requires presentation of basic earnings per
      share. Basic earnings (loss) per share is computed by dividing net income (loss)
      applicable to common stockholders by the weighted average number of common
      shares outstanding for the period. Diluted earnings (loss) per share includes
      the dilutive effect, if any, from the potential exercise of stock options using
      the treasury stock method. At December 31, 2007 and for all periods before,
      the
      Company had no dilutive common equivalent shares.





**Results
      of Operations For The Year Ended December 31, 2007 As Compared To The Year
      Ended
      December 31, 2006**





*Revenues.* We did not have any business operations or revenues during the years ended
      December 31, 2007 and December 31, 2006.





*Operating
      expenses.* We have incurred general and administrative expenses of $74,691 for the year
      ended December 31, 2007 and $12,949 for the year ended December 31, 2006,
      resulting in aggregate operating expenses of $101,063, for the period from
      inception on October 21, 2004 through December 31, 2007.  These expenses
      are comprised primarily of SEC and state "Blue Sky" filing fees, legal and
      accounting fees, professional fees and other expenses incurred in connection
      with the Company’s Offering and ongoing reporting obligations.




19




*Net
      loss.* Net
      loss was $74,691 of ($.037) per share for the year ended December 31, 2007
      and
      $12,949 or ($.006) per share for the year ended December 31, 2006, resulting
      in
      an aggregate net loss of $101,063 or ($.051) per share for the period from
      inception (October 21, 2004) through December 31, 2007.





**Material
      Changes in Financial Condition, Liquidity and Capital Resources for the Year
      Ended December 31, 2007 as Compared to the Year Ended December 31,
      2006**





The
      Company had cash of $1,028 and a working capital deficit of $99,063 as of
      December 31, 2007, as compared to cash of $1,665 and a working capital deficit
      of $24,372 as of December 31, 2006. The increase in working capital deficit
      reflects the large increase in accrued expenses from $19,937 to $87,491 and
      an
      increase in loans due to Mr. Seguso from $6,100 to $12,600, when comparing
      those
      amounts as of the year ended December 31, 2006 to 2007. The increase in accrued
      expenses was largely the result of legal and accounting costs in connection
      with
      filing the Company’s Registration Statement and having it declared effective by
      the SEC.





Net
      cash used in operating activities was ($7,137) and ($6,207) for the years ended
      December 31, 2007 and 2006, respectively, or ($13,572) for the period from
      inception on October 21, 2004 through December 31, 2007.





There
      were no net cash flows from investing activities.





Net
      cash flows from financing activities was $14,600, representing $6,500 and $6,000
      in the years ended December 31, 2007 and 2006 in advances from Mr. Seguso,
      respectively, or an aggregate of $12,600 of proceeds of loans from Mr. Seguso
      since inception, of which none have been repaid as of December 31, 2007, in
      addition to $2,000 in proceeds from the private placement of common stock to
      the
      Company’s outstanding stockholders between October 21, 2004 and November 9,
      2004.





As
      a result of the foregoing, the Company had a net decrease in cash of $637 and
      $207 for the years ended December 31, 2007 and 2006, respectively, and a net
      increase in cash of $1,028 for the period from inception (October 21, 2004)
      through December 31, 2007.





The
      Company’s financial position raises substantial doubt about our ability to find
      an acquisition candidate.  The Company's accumulated deficit, lack of
      operations and sources of revenues raise substantial doubt about the Company's
      ability to continue as a going concern. Our independent registered public
      accounting firm has included an explanatory paragraph expressing doubt about
      our
      ability to continue as a going concern in their audit report for the period
      ended December 31, 2007.





The
      Company's future liquidity and cash requirements will depend on a wide range
      of
      factors, including the acquisition of operating businesses and may raise capital
      or seek additional financing, if necessary. There can be no assurance that
      such
      raising of capital or seeking of additional financing would be available in
      amounts and on terms acceptable to the Company.




20




**ITEM 8.**  **FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA**




The
      financial statements referred to in the index contained on page F-1 of this
      report following Part IV, Item 15, are incorporated herein by reference.




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




Effective
      February 27, 2008, Seguso Holdings, Inc. (the "Company") dismissed Lazar Levine
      and Felix LLP ("Lazar") as the Company's independent registered public
      accounting firm. On February 27, 2008, the Company engaged Moore and Associates,
      Chartered (“Moore”) ,
      an
      independent registered firm of Certified Public Accountants, as our principal
      independent accountant, replacing Lazar.





Lazar's
      reports on the financial statements of the Company for the fiscal years ended
      December 31, 2006 and 2005 contained no adverse opinion or disclaimer of opinion
      and were not qualified or modified as to uncertainty, audit scope or accounting
      principle.





The
      Company’s change in independent public accountant was approved by the written
      consent of the sole director of the Company on February 27, 2008.





During
      the fiscal years ended December 31, 2007 and 2006 and through February 28,
      2008,
      there have been no disagreements with Lazar (as defined in Item 304(a)(1)(iv)
      of
      Regulation S-K) on any matter of accounting principles or practices, financial
      statement disclosure or auditing scope or procedure, which disagreements, if
      not
      resolved to the satisfaction of Lazar, would have caused them to make reference
      thereto in their report on the financial statements for such years.





During
      the fiscal years ended December 31, 2007 and 2006 and through February 28,
      2008,
      there were no reportable events as defined in Regulation S-K Item
      304(a)(1)(v).





During
      the Company's fiscal years ended December 31, 2007 and 2006 and through February
      27, 2008, the Company did not consult with Moore with
      respect to the application of accounting principles to a specified transaction,
      either completed or proposed; the type of audit opinion that might be rendered
      on the registrant’s financial statements, any matter that was either the subject
      of a disagreement (as defined in Item 304(a)(1)(iv)), or any other matters
      or
      reportable events as set forth in Items 304(a)(1)(v) of Regulation
      S-K.





The
      Company provided Lazar with a copy of the foregoing disclosures and requested
      Lazar to furnish it with a letter addressed to the Commission, stating whether
      or not it agrees with the above statements. A copy of Lazar's response letter,
      dated February 28, 2008 is attached as Exhibit 16.1 to the Company’s Form 8-K
      filed with the Commission on February 28, 2008.




21




On
      October 27, 2006, the Company engaged Lazar as its independent registered public
      accounting firm replacing Eisner LLP whose engagement was not renewed and who
      was dismissed on October 26, 2006.




The
      audit
      report of Eisner LLP (not presented herein) on the Company’s balance sheet as of
      November 30, 2004 and the related statements of operations, stockholders’ equity
      (capital deficit), and cash flows for the period from October 21, 2004 (date
      of
      inception) through November 30, 2004 (not presented herein), except for an
      explanatory paragraph as to the Company’s ability to continue as a going
      concern, did not contain an adverse opinion or disclaimer of opinion, nor were
      they qualified or modified as to uncertainty, audit scope or accounting
      principles.




Company’s
      change in independent public accountant was approved by the Board of Directors
      of the Company on October 26, 2006.




During
      the fiscal year ended December 31, 2004 and through October 26, 2006, there
      were
      no disagreements between the Company and Eisner LLP on any matter of accounting
      principles or practices, financial statement disclosure or auditing scope or
      procedure, which disagreements, if not resolved to the satisfaction of Eisner
      LLP, would have caused Eisner LLP to make reference to the subject matter of
      the
      disagreement(s) in connection with its reports.




During
      the Company's fiscal year ended December 31, 2006 and through the date of this
      reports, the Company did not consult with Lazar with respect to the application
      of accounting principles to a specified transaction, either completed or
      proposed, or any other matters or reportable events as set forth in Items
      304(a)(1)(iv) and (v) of Regulation S-K, except with respect to the audit
      opinions it has provided for the fiscal years ended December 31, 2006 and 2005,
      and the cumulative period from October 21, 2004 (date of inception) through
      December 31, 2006.





The
      Company provided a copy of the foregoing disclosures to Eisner LLP and requested
      that Eisner LLP furnish it with a letter addressed to the Commission stating
      whether or not it agrees with the above statements. A copy of that letter
      furnished in response to that request is filed as Exhibit 16.1 to Amendment
      No.
      5 of the Company’s Registration Statement on Form SB-2 (No. 333-122697) filed
      with the Commission on October 23, 2007.





**ITEM 9A(T).**  **CONTROLS
      AND PROCEDURES**




An
      evaluation of the effectiveness of our disclosure controls and procedures as
      of
      December 31, 2007 was made under the supervision and with the participation
      of our management, consisting of Mr. Seguso, our Chief Executive Officer and
      Chief Financial Officer. Based on that evaluation, management concluded that
      our
      disclosure controls and procedures are effective as of the end of the period
      covered by this report to ensure that information required to be disclosed
      by us
      in reports that we file or submit under the Securities Exchange Act of 1934
      is
      recorded, processed, summarized and reported within the time periods specified
      in Commission rules and forms. During the most recently completed fiscal
      quarter, there has been no significant change in our internal control over
      financial reporting that has materially affected, or is reasonably likely to
      materially affect, our internal control over financial reporting.




22




**COMPLIANCE
      WITH SECTION 404 OF THE SARBANES-OXLEY ACT OF 2002**




This
      annual report does not include a report of management’s assessment regarding
      internal control over financial reporting or an attestation report of our
      registered public accounting firm due to a transition period established by
      the
      rules of the Securities and Exchange Commission for newly public
      companies.




Pursuant
      to Section 404 of the Sarbanes-Oxley Act of 2002 (the “Act”), beginning
      with our Annual Report on Form 10-K for the fiscal year ending
      December 31, 2008, we will be required to furnish a report by our
      management on our internal control over financial reporting. This report will
      contain, among other matters, an assessment of the effectiveness of our internal
      control over financial reporting as of the end of our fiscal year, including
      a
      statement as to whether or not our internal control over financial reporting
      is
      effective. This assessment must include disclosure of any material weaknesses
      in
      our internal control over financial reporting identified by management. If
      we
      identify one or more material weaknesses in our internal control over financial
      reporting, we will be unable to assert our internal control over financial
      reporting is effective. This report will also contain a statement that our
      independent registered public accountants have issued an attestation report
      on
      management’s assessment of such internal controls and conclusion on the
      operating effectiveness of those controls, unless the compliance date for such
      auditor attestation is extended by the SEC.





**ITEM
      9B.**  **OTHER
      INFORMATION**





Not
      Applicable.




23




**PART
      III**




**ITEM 10.**  **DIRECTORS
      AND EXECUTIVE OFFICERS OF THE REGISTRANT**




**Executive
      Officers and Directors**





The
      following table provides information concerning each officer and director of
      the
      Company. All directors hold office until the next annual meeting of stockholders
      or until their successors have been elected and qualified.





Age
            TitleRobert
                Seguso
            43
            Chief
                Executive Officer,
              President,
                Chief Financial Officer, and Sole
                Director





Robert
      Seguso has been President, Chief Executive Officer, Chief Financial Officer,
      and
      sole Director since the Company’s formation in October 2004. **** Mr.
      Seguso played professional tennis from 1982 to 1994. After his retirement he
      began investing in Florida real estate. As part of these investments he
      developed a tennis and sports complex in Boca Raton, Florida, and was a
      part-owner of Seguso, Bassett Tennis Academy, which became Everett, Bassett,
      Seguso Tennis Academy in 1995. Mr. Seguso sold his interest in this business
      outright in 1998. Mr. Seguso also built 40 apartments next to the sports complex
      and sold them in 2002. While he has never served on a board of directors, he
      has
      been involved in investing in several development stage companies. Mr. Seguso’s
      business experience within the past five years includes serving as an advisor
      to
      several early-stage companies, namely Nanosensors, Inc., Media Morph, and
      Andover Medical, Inc. Between 2000 and 2005, Mr. Seguso provided tennis coaching
      clinic services on a freelance basis and within the last two years formed SB
      Sports, Inc., a company under which he provides tennis coaching services, and
      handles all business and managerial aspects involved therewith. Mr. Seguso
      remains active as an investor in capital markets and private
      businesses.





Mr.
      Seguso intends to devote less than 10% of his time to our affairs.





**Other
      Blank Check Offerings**





Mr.
      Seguso has not served as an officer or director of any other blank check
      offerings.





**ITEM 11.**  **EXECUTIVE
      COMPENSATION**




Since
      inception, we have paid no cash or non-cash executive compensation (such as
      stock options or awards, perquisites, or deferred compensation plans),
      whatsoever, to the sole officer or director of the Company. Our officer(s)
      and
      director(s) will also continue to not receive any form of compensation
      (including cash or non-cash compensation) from the Company until at least such
      time as a business combination is attained. No officer or director is required
      to make any specific amount or percentage of his business time available to
      us.




24




**ITEM 12.**  **SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT**




The
      following table sets forth certain information regarding the number and
      percentage of common stock (being our only voting securities) beneficially
      owned
      by each officer and director, each person (including any “group” as that term is
      used in Section 13(d)(3) of the Securities Exchange Act of 1934) known by us
      to
      own 5% or more of our common stock, and all officers and directors as a group,
      as of the date of this report.




Amount
                  andNature
                  of
              
              Percentage
                  ofBeneficial
              
              OutstandingName
              Ownership
                  (1)
              
              Shares
                  Owned (2)Robert
                  Seguso (3)
              1,100,000(4)
              
              55.0%3405
                  54thDrive
                  WestSuite
                  G102Bradenton,
                  Florida 34210Meyers
                  Associates, L.P. (5)
              400,000
              
              20.0%45
                  Broadway, 2ndFloorNew
                  York, NY 10006Bruce
                  Meyers (6)
              600,000
              
              30.0%45
                  Broadway, 2ndFloorNew
                  York, NY 10006Imtiaz
                  Khan
              200,000
              
              10.0%45
                  Broadway, 2ndFloorNew
                  York, NY 10006All
                  Officers and
              1,100,000
              
              55.0%Directors
                  as a Group(1
                  person)





——————————


(1)
            Unless
                otherwise indicated, the Company has been advised that all individuals
                listed have the sole power to vote and dispose of the number of shares
                set
                forth opposite their names. For purposes of computing the number
                and
                percentage of shares beneficially owned by a principal stockholder,
                any
                shares which such person has the right to acquire within 60 days
                are
                deemed to be outstanding, but those shares are not deemed to be
                outstanding for the purpose of computing the percentage ownership
                of any
                other principal stockholder.





(2)
            Based
                on 2,000,000 shares issued and outstanding as of the date of this
                report.





(3)
            Mr.
                Seguso is Chief Executive Officer, President, Chief Financial Officer,
                and
                sole director of the Company.





(4)
            Includes
                100,000 shares owned by Mr. Seguso’s wife, Carling
                Seguso.





(5)
            Meyers
                Associates, L.P. (“Meyers Associates”) is a registered broker-dealer. Mr.
                Seguso maintains a brokerage account at Meyers Associates, however,
                has no
                other relationship with Meyers Associates. Meyers Associates will
                not
                facilitate the distribution of this offering. In the event any customer
                of
                Meyers Associates purchases securities in this offering, Meyers Associates
                will not be compensated.





(6)
            Mr.
                Meyers is President of Meyers Associates and has the power to control
                the
                vote and disposition of the 400,000 shares of the Company’s common stock
                owned by Meyers Associates, a registered broker-dealer which are
                included
                in the above table for both Mr. Meyers and Meyers
                Associates.




25




**ITEM 13.**
            **CERTAIN
                RELATIONSHIPS AND RELATED TRANSACTIONS**




The
      Company has retained in writing one of its principal shareholders, Meyers
      Associates, L.P., to identify potential acquisition candidates, consult on
      financial service matters, and assist the Company in negotiating particular
      contracts or transactions upon the material terms of this Consulting Agreement,
      as set forth in Item 7. “Management’s Discussion and Analysis of Financial
      Condition and Results of Operations” section. Meyer Associates’ compensation is
      based on the completion of an acquisition by what is commonly referred to as
      a
“success fee” (which is typically a percentage of the transaction value) and
      reimbursement of expenses, however, specific terms will be based on the nature
      of the target company and shall be negotiated around the time an acquisition
      candidate is introduced or business transaction commences.





As
      of
      December 31, 2007, our Chief Executive Officer has agreed to loan the Company
      $6,100 (the “First Advance”) pursuant to a letter agreement filed as Exhibit
      10.2 to the Company’s Registration Statement on Form SB-2 filed on February 9,
      2007, and $6,500 (the “Second Advance”), pursuant to a letter agreement filed as
      Exhibit 10.4 to the Company’s Registration Statement on Form SB-2 filed on July
      27, 2007, plus an additional $74,000 (the “Third Advance”) pursuant to a letter
      agreement, dated September 1, 2007, filed as an exhibit to Amendment No. 4
      to
      the Company’s Registration Statement, filed with the Commission on October 4,
      2007, resulting in a total of $86,600 in combined advances from Mr. Seguso
      for
      the purpose of paying offering and organization expenses of the Company, which
      amount remains unpaid to date. The loans, which are non-interest bearing, are
      due the earlier of 18 months from the effective date of the Company’s
      Registration Statement or the completion of a business combination.





We
      are
      provided office space, telephone and secretarial services from our Chief
      Executive Officer, without charge on an oral basis.





**Conflicts
      of Interest**





In
      order
      to minimize potential conflicts of interest relating to non arms-length
      transactions, (i) we will not combine with any target business in which our
      officers, directors or stockholders (pre-offering), which include those listed
      in the “Principal Stockholders” section, above, or their respective affiliates,
      serve as officers, directors or partners or own or hold an ownership interest,
      (ii) except as noted above, none of such persons will receive from us or the
      target business or its principals any finder’s fees, consulting fees or similar
      compensation, whether in cash, securities or otherwise, for introducing to
      us a
      target business, and (iii) our management will not negotiate or otherwise
      consent to the purchase of their respective common stock as a condition of
      or in
      connection with our proposed combination with a target business. There is no
      cap
      on the amount of finder’s fees that we may pay. Our directors and officers
      confirm that they know of no circumstances under which, through their own
      initiative, this understanding will change.





In
      addition, our officers and directors currently have, or may in the future have,
      real or potential conflicts of interest with us in connection with their
      allocation of business time and with respect to corporate
      opportunities.




26




**ITEM 14.**
            **PRINCIPAL
              ACCOUNTANT FEES AND SERVICES**





The
      following table represents the aggregate fees for professional audit services
      rendered by Lazar Levine and Felix LLP and Moore and Associates, Chartered,
      respectively, including fees for the audit of the Company’s annual financial
      statements for the fiscal years 2007 and 2006, and for fees billed for other
      services rendered by Lazar Levine and Felix LLP and Moore and Associates,
      Chartered (in thousands).






**2006**
            
            
            **2007**Audit
                Fees(1)
            
            $
            9,447.00
            
            
            11,369.00Audit-Related
                Fees(2)
            
            
            0
            
            
            12,837.00Audit
                and Audit-Related Fees
            
            $
            9,447.00
            
            $
            24,206.00Tax
                Fees(3)
            
            
            0
            
            
            0Total
                Fees
            
            $
            9,447.00
            
            $
            24,206.00




(1)
            Audit
                fees were for professional services rendered in connection with audits
                and
                quarterly reviews of the consolidated financial statements of the
                Company,
                review of and preparation of consents for registration statements
                filed
                with the Securities and Exchange Commission, for review of the Company’s
                tax provision and for subsidiary statutory audits. Audit fees from
                Moore
                and Associates, Chartered in 2007 totaled $3,000 and audit fees from
                Lazar
                Levine and Felix LLP totaled $9,447 and $21,206 in fiscal years 2006
                and
                2007, respectively.(2)
            Audit-related
                fees were principally for review of financial statements in the Company’s
                registration statements, internal controls, and other services related
                to
                financial accounting and reporting standards. Audit-related fees
                from
                Lazar Levine and Felix LLP that the Company incurred in connection
                with
                registration statements were $0 and $12,837 for fiscal years 2006
                and
                2007, respectively.(3)
            Tax
                fees related to services for tax consultation and tax compliance.




27






Audit
      Committee: Pre-Approval Policies and Procedures. The
      Company does not have an audit committee and the board handles all such
      decisions.




28




**PART
      IV**




**ITEM 15.**  **EXHIBITS
      AND FINANCIAL STATEMENT SCHEDULES**




(a)
            
            Financial
                Statements(1)
                See “Index to Consolidated Financial Statements” set forth on page
                F-1.(b)
            Exhibits.(1)
                See “Index to Exhibits” set forth on page30.




29




**SEGUSO
      HOLDINGS, INC.**





**INDEX
      TO FINANCIAL STATEMENTS**




Report of Independent Registered Public
              Accounting Firm
            F-2Balance Sheets
            F-3Statement of Operations
            F-4Statement of Stockholders’ Equity
              (Deficit)
            F-5Statement of Cash Flows
            F-6Notes to Financial Statements
            F-7




F-1




**MOORE
      & ASSOCIATES, CHARTERED**


** *ACCOUNTANTS
      AND ADVISORS\*


PCAOB
      REGISTERED





**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**








**To
      the Board of Directors**


**Seguso
      Holdings, Inc.**


(A
      Development Stage Enterprise)





We
      have
      audited the accompanying balance sheets of Seguso Holdings, Inc. (A Development
      Stage Enterprise) as of December 31, 2007 and December 31, 2006, and the related
      statements of operations, stockholders’ equity and cash flows for the years
      ended December 31, 2007 and December 31, 2006 and since inception on October
      21,
      2004 through December 31, 2007. These financial statements are the
      responsibility of the Company’s management. Our responsibility is to express an
      opinion on these financial statements based on our audits.





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





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of Seguso Holdings, Inc. (A
      Development Stage Enterprise) as of December 31, 2007 and December 31, 2006,
      and
      the related statements of operations, stockholders’ equity and cash flows for
      the years ended December 31, 2007 and December 31, 2006 and since inception
      on
      October 21, 2004 through December 31, 2007, in conformity with accounting
      principles generally accepted in the United States of America.





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. As discussed in Note 1 to the financial
      statements, as of December 31, 2007, the Company has a working capital deficit
      of $99,063, which raises substantial doubt about its ability to continue as
      a
      going concern. Management’s plans concerning these matters are also described in
      Note 1. The financial statements do not include any adjustments that might
      result from the outcome of this uncertainty.





***/s/
      Moore & Associates, Chartered***





Moore
      & Associates Chartered


Las
      Vegas, Nevada


April
      9,
      2008





*2675
      S. Jones Blvd. Suite 109, Las Vegas, NV 89146 (702) 253-7499 Fax (702)
      253-7501*




F-2




**SEGUSO
      HOLDINGS, INC.**


**(A
      Development State Enterprise)**


**BALANCE
      SHEETS)**




**ASSETS****Dec.
                  31, 2007**
              
              
              **Dec.
                  31, 2006**Current
                  AssetsCash
              
              $
              1,028
              
              $
              1,665Total
                  Current Assets
              
              
              1,028
              
              
              1,665Total
                  Assets
              
              $
              1,028
              
              $
              1,665**LIABILITIES
                  AND STOCKHOLDERS' EQUITY (DEFICIT)**
 Current
                  LiabilitiesAccrued
                  Expenses
              
              $
              87,491
              
              $
              19,937Due
                  to Stockholder
              
              
              12,600
              
              
              6,100Total
                  Current Liabilities
              
              
              100,091
              
              
              26,037Total
                  Liabilities
              
              
              100,091
              
              
              26,037Stockholders'
                  Equity (Deficit)Preferred
                  Stock, $0.0001 Par Value, 5,000,000
                  Shares
                    Authorized, 0 Shares Issued
                    and
                      Outstanding
              
              
              -
              
              
              -Common
                  Stock, $0.0001 Par Value, 50,000,000Shares
                  Authorized, 2,000,000 Shares Issuedand
                  Outstanding
              
              
              200
              
              
              200Additional
                  Paid In Capital
              
              
              1,800
              
              
              1,800Deficit
                  Accumulated During Development Stage
              
              
              (101,063
              )
              
              (26,372
              )Total
                  Stockholders' Equity (Deficit)
              
              
              (99,063
              )
              
              (24,372
              )Total
                  Liabilities and Stockholders' Equity(Deficit)
              
              $
              1,028
              
              $
              1,665




The
      accompany notes are an integral part of these financial statements.




F-3




**SEGUSO
      HOLDINGS, INC.**


**(A
      Development State Enterprise)**


**STATEMENT
      OF OPERATIONS**




**Year**
              **Ended**
              **Dec.
                31, 2007**
            
            
            **Year**
              **Ended**
              **Dec.
                31, 2006**
            
            
            **Cumulative**
              **Period
                From**
              **Oct.
                21, 2004**
              **(Inception)**
              **through**
              **Dec.
                31, 2007**Revenues
            
            $
            -
            
            $
            -
            
            $
            -General
                and Administrative ExpensesLegal,
                Accounting, and Other
            
            
            74,691
            
            
            12,949
            
            
            101,063Income
                Before Provision for Income
              Taxes
            
            
            74,691
            
            
            12,949
            
            
            101,063Provision
                for Income Taxes
            
            
            -
            
            
            -
            
            
            -Net
                Income (Loss)
            
            $
            (74,691
            )
            $
            (12,949
            )
            $
            (101,063
            )Net
                Loss Per Share - Basic and
              Diluted
            
            $
            (0.037
            )
            $
            (0.006
            )
            $
            (0.051
            )Weighted
                Average Number ofCommon
                Shares Outstanding -Basic
                and Diluted
            
            
            2,000,000
            
            
            2,000,000
            
            
            2,000,000




The
      accompany notes are an integral part of these financial statements.




F-4


**SEGUSO
      HOLDINGS, INC.**


**(A
      Development State Enterprise)**


**STATEMENT
      OF STOCKHOLDERS EQUITY (DEFICIT)**




**Common
                Stock****Number****of**
              **Shares**
            
            
            **Amount**
            
            
            **Additional**
                  **Paid
                    In**
                  **Capital**
            
            
            **Deficit**
              **Accumulated**
              **During**
              **Development**
              **Stage**
            
            
            **Total**Inception
                ($0.001 Par)
            
            
            2,000,000
            
            $
            2,000
            
            $
            -
            
            $
            -
            
            $
            2,000Change
                Par to $0.0001
            
            
            -
            
            
            (1,800
            )
            
            1,800
            
            
            -Net
                Income (Loss)
            
            
            -
            
            
            -
            
            
            -
            
            
            (9,231
            )
            
            (9,231
            )Bal.,
                Dec. 31, 2004
            
            
            2,000,000
            
            $
            200
            
            $
            1,800
            
            $
            (9,231
            )
            $
            (7,231
            )Net
                Income (Loss)
            
            
            -
            
            
            -
            
            
            -
            
            
            (4,192
            )
            
            (4,192
            )Bal.,
                Dec. 31, 2005
            
            
            2,000,000
            
            
            200
            
            
            1,800
            
            
            (13,423
            )
            
            (11,423
            )Net
                Income (Loss)
            
            
            -
            
            
            -
            
            
            -
            
            
            (12,949
            )
            
            (12,949
            )Bal.,
                Dec. 31, 2006
            
            
            2,000,000
            
            
            200
            
            
            1,800
            
            
            (26,372
            )
            
            (24,372
            )Net
                Income (Loss)
            
            
            -
            
            
            -
            
            
            -
            
            
            (74,691
            )
            
            (74,691
            )Bal.,
                Dec. 31, 2007
            
            
            2,000,000
            
            $
            200
            
            $
            1,800
            
            $
            (101,063
            )
            $
            (99,063
            )







The
      accompany notes are an integral part of these financial
      statements.


F-5


**SEGUSO
      HOLDINGS, INC.**


**(A
      Development State Enterprise)**


**STATEMENT
      OF CASH FLOWS**




**Year**
              **Ended**
                **Dec.
                  31, 2007**
            
            
            **Year**
              **Ended**
              **Dec.
                31, 2006**
            
            
            **Cumulative**
                **Period
                  From**
                  **Oct.
                    21, 2004**
                    **(Inception)**
                      **through**
              **Dec.
                31, 2007**OPERATING
                ACTIVITIESNet
                income (loss)
            
            $
            (74,691
            )
            $
            (12,949
            )
            $
            (101,063
            )Adjustments
                to reconcile netincome
                (loss) used inoperating
                activities:Changes
                in operating assetsand
                liabilities:Increase
                (decrease) inaccrued
                expenses
            
            
            67,554
            
            
            6,742
            
            
            87,491Net
                cash used in operatingactivities
            
            
            (7,137
            )
            
            (6,207
            )
            
            (13,572
            )FINANCING
                ACTIVITIESAdvances
                from stockholder
            
            
            6,500
            
            
            6,000
            
            
            12,600Proceeds
                from sale of commonStock
            
            
            -
            
            
            0
            
            
            2,000Net
                cash provided byfinancing
                activities
            
            
            6,500
            
            
            6,000
            
            
            14,600NET
                INCREASE (DECREASE) IN CASH
            
            
            (637
            )
            
            (207
            )
            
            1,028CASH
                - BEGINNING OF PERIOD
            
            
            1,665
            
            
            1,872
            
            
            -CASH
                - END OF PERIOD
            
            $
            1,028
            
            $
            1,665
            
            $
            1,028Cash
                Paid During the Period for:Interest
            
            $
            -
            
            $
            0
            
            $
            -Federal
                and State Income Taxes
            
            $
            -
            
            $
            0
            
            $
            -





The
      accompany notes are an integral part of these financial statements.




F-6


**SEGUSO
      HOLDINGS, INC.**


**(A
      Development Stage Enterprise)**


**NOTES
      TO FINANCIAL STATEMENTS**








**NOTE
      1 - ORGANIZATION AND BUSINESS OPERATIONS**





Seguso
      Holdings, Inc. (the
“Company”) was incorporated in the state of New York on October 21, 2004. The
      Company was formed to serve as a vehicle to effect a merger, exchange of capital
      stock, asset acquisition, or other similar business combination with an as
      yet
      unidentified operating business. The Company’s fiscal year end is December
      31.





As
      of
      December 31, 2007, the Company has neither engaged in any operations nor
      generated any revenue to date. The Company is considered to be in the
      development stage and is subject to the risks associated with activities of
      development stage enterprises. At December
      31, 2007, the Company has a working capital deficit of $99,063. In order to
      obtain financing, the Company is attempting to raise additional capital through
      an initial public offering. However, there is no assurance that the Company
      will
      be successful in that effort. If the Company is not successful in its efforts
      to
      raise capital through an initial public offering, all offering costs will be
      expensed. These factors raise substantial doubt about the Company’s ability to
      continue as a going concern. The Company’s continuation as a going concern is
      dependent upon its ability to obtain additional financing, commence principal
      operations, and ultimately attain profitability. No adjustments have been made
      to the carrying amount of assets or the recorded amount of liabilities as a
      result of this uncertainty.




**NOTE
      2 - BASIS OF PRESENTATION**





The
      accompanying unaudited financial statements have been prepared in accordance
      with accounting principles generally accepted in the United States of
      America.




**NOTE
      3 - SUMMARY OF SIGNIFICANT ACCOUNTING**





Income
      Taxes





Income
      taxes are provided for the tax effects of transactions reported in the financial
      statements and consist of taxes currently due and deferred taxes. Deferred
      taxes
      represent income taxes on income and expense included in the financial
      statements, which will not be reported as taxable income or expense until future
      periods. Deferred tax liability amounts are recognized for the future
      liabilities attributable to differences between the financial statements’
carrying amount and the carrying amount for tax purposes. Deferred tax
      liabilities are measured using enacted tax rates expected to apply to taxable
      income in the years in which the differences are expected to be recovered or
      settled. Differences between tax and financial reporting result from the
      Company’s use of different methods of recording depreciation for federal and
      state income taxes for tax purposes.




F-7




**SEGUSO
      HOLDINGS, INC.**


**(A
      Development Stage Enterprise)**


**NOTES
      TO FINANCIAL STATEMENTS**








**NOTE
      3 - SUMMARY OF SIGNIFICANT ACCOUNTING (CONTINUED)**





Use
      of
      Estimates





The
      preparation of the financial statements in conformity with generally accepted
      accounting principles requires management to make estimates and assumptions
      that
      affect the reported amounts of assets and liabilities and disclosure of
      contingent assets and liabilities at the date of the financial statements and
      the reported amounts of revenues and expenses during the reporting period.
      Actual results could differ from those estimates.





Fair
      Value of Financial Instruments





Financial
      instruments, including cash and accrued expenses and other liabilities are
      carried at amounts, which reasonably approximate their fair value due to the
      short-term nature of these amounts or due to variable rates of interest, which
      are consistent with market rates.





Loss
      Per
      Common Share





The
      Company complies with Statement of Financial Accounting Standards (“SFAS 128”),
“Earnings Per Share”. SFAS 128 requires presentation of basic earnings per
      share. Basic earnings (loss) per share is computed by dividing net income (loss)
      applicable to common stockholders by the weighted average number of common
      shares outstanding for the period. Diluted earnings (loss) per share includes
      the dilutive effect, if any, from the potential exercise of stock options using
      the treasury stock method. At December 31, 2007 and for all of the periods
      before, the Company had no dilutive common equivalent shares.





Cash
      and
      Cash Equivalents





Cash
      and
      cash equivalents include one checking account.




**NOTE
      4 - COMMON STOCK**





In
      October and November 2004, several individuals (including the Company’s
      President) purchased 2 million shares of common stock at $0.001 per share for
      an
      aggregate amount of $2,000.





Each
      share of common stock entitles its holder to one vote, either in person or
      by
      proxy, at meetings of stockholders. Holders of common stock have no preemptive
      or other subscription rights, conversion rights, redemption provisions, or
      sinking fund provisions.




F-8




**SEGUSO
      HOLDINGS, INC.**


**(A
      Development Stage Enterprise)**


**NOTES
      TO FINANCIAL STATEMENTS**








**NOTE
      5 - RELATED PARTY TRANSACTIONS**





As
      of
      December 31, 2007, the sole stockholder has advanced the Company a total of
      $12,600 to cover the expenses of the Company’s Initial Public Offering (the
“Offering”) due the earlier of 18 months from the effective date of the
      Company’s Registration Statement, or until the Company completes a business
      combination. If at the time of any business combination, the amount due to
      the
      stockholder exceeds the proceeds of this Offering, the excess amount will be
      returned to the stockholder as a condition of the business combination.





Pursuant
      to a letter agreement dated September 1, 2007, the Company’s President is
      lending the Company $74,000 to cover accrued expenses. The note is non-interest
      bearing and is due the earlier of 18 months from the effective date of the
      Company’s Registration Statement or until the Company completes a business
      combination. If at the time of any business combination, the amount due to
      the
      stockholder exceeds the proceeds of this Offering, the excess amount will be
      returned to the stockholder as a condition of the business combination. As
      of
      December 31, 2007, the funds had not been advanced.




**NOTE
      6 - PROVISION FOR INCOME TAXES**





Due
      to
      the net losses each year, there is no provision for income taxes. The Company
      has a federal net operating loss carry forward of $101,063 that expires from
      the
      year 2024 through 2027.




F-9




**INDEX
      TO EXHIBITS**




**Exhibit**
              **Number**
            
            **Description**3.1
            
            Articles
                of Incorporation of the registrant, as amended. (2)3.2
            
            By-Laws
                of the registrant.(1)4.1
            
            Specimen
                Common Share Certificate.(1)4.2
            
            Provisions
                of the Articles of Incorporation and Bylaws Effecting Shareholder
                Rights.(2)10.1
            
            Escrow
                Agreement.(2)10.2
            
            Letter
                Agreement between the registrant and Robert Seguso dated September
                30,
                2006 regarding the First Advance.(2)10.3
            
            Agreement
                between Meyers Associates L.P. and the registrant dated May 14,
                2007.(3)10.4
            
            Letter
                Agreement between the registrant and Robert Seguso dated April 1,
                2007,
                regarding the Second Advance.(4)10.5
            
            Letter
                Agreement between the registrant and Robert Seguso dated September
                1,
                2007, regarding the Third Advance.(5)*10.6
            
            Form
                of Subscription Agreement for the Rule 419 Offering under the
                Prospectus.*10.7
            
            Form
                of Escrow Agreement for the Rule 419 Offering under the
                Prospectus.16.1
            
            Letter
                on Changes in Accountants from Eisner LLP.(6)16.2
            
            Letter
                from Lazar Levine and Felix LLP, dated February 28, 2008, regarding
                change
                of accountants.(7)*31.1
            
            Certification
                of Chief Executive Officer and Chief Financial Officer pursuant to
                Rule
                13a-14(a)/15d-14(a)(1)*32.1
            
            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(1)





*
      Filed
      herewith.





(1)
      Incorporated by reference from the Company’s Registration Statement on Form SB-2
      filed with the Commission on February 10, 2005.


(2)
      Incorporated by reference from the Company’s Amendment No. 1 to Form SB-2 filed
      with the Commission on February 9, 2007.


(3)
      Incorporated by reference from the Company’s Amendment No. 2 to Form SB-2 filed
      with the Commission on May 15, 2007.


(4)
      Incorporated by reference from the Company’s Amendment No. 3 to Form SB-2 filed
      with the Commission on July 27, 2007.


(5)
      Incorporated by reference from the Company’s Amendment No. 4 to Form SB-2 filed
      with the Commission on October 4, 2007.


(6)
      Incorporated by reference from the Company’s Amendment No. 5 to Form SB-2 filed
      with the Commission on October 23, 2007.


(7)
      Incorporated by reference from the Company’s Current Report on Form 8-K filed
      with the Commission on February 28, 2008.




30




**SIGNATURE**




Pursuant
      to the requirements 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:




Seguso
                Holdings, Inc.April
                14, 2008
            By:
            /s/ Robert
              SegusoRobert
                Seguso
              Chief
                Executive Officer






Pursuant
      to the requirements of the Securities Exchange Act of 1934, this report has
      been
      signed by the following persons in the capacities and on the date indicated:




**Signature**
            
            **Title**
            
            **Date**/s/ Robert
              SegusoRobert
                Seguso
            
            Chief
                Executive Officer, Chief
              Financial
                Officer (Principal
              Executive,
                Financial and
              Accounting
                Officer), and Sole
              Director
            
            April
                14, 2008




31