**UNITED
        STATES**
  **SECURITIES
        AND EXCHANGE COMMISSION**
  **Washington,
        D.C. 20549**
  **Form
        10-KSB**
  (Mark
        One)
  [x]   
        ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
        1934
  For
        the
        Fiscal Period year ended October 31, 2007
  [ ]   
        TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
        OF
        1934
  For
        the
        transition period from ______________ to ___________________
   Commission
        file number: **000
        - 51977**
  **Sekoya
        Holdings Ltd.**
 (Exact
        name of small business issuer as specified in its charter)
  **Nevada**
              **N/A**(State
                  or other jurisdiction of incorporation or organization)
              (IRS
                  Employer Number)
  **916
        West Broadway Street, Vancouver, British Columbia, V5Z
        1K7**
 (Address
        of principal executive office)
  **604-269-6622**
 (Issuer's
        telephone number)
  **N/A**
 (Former
        name, former address and former fiscal year, if changed since last
        report)
  
 Securities
        registered under Section 12(b) of the Exchange Act: **None**
  Securities
        registered under Section 12(g) of the Exchange Act: **Common
        Stock, $0.001**
  Check
                  whether the issuer (1) filed all reports required to be filed by
                  Section
                  13 or 15(d) of the Exchange Act during the past 12 months (or for
                  such
                  shorter period that 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 [ ]Check
                  if there is no disclosure of delinquent filers in response to Item
                  405
                  Regulation S-B is not containing in this form, and no disclosure
                  will be
                  contained, to the best of the registrant's knowledge, in definitive
                  proxy
                  or information statements incorporated by reference in Part III
                  of this
                  Form 10-KSB or any amendments to this Form 10-KSB
              [ ]Indicate
                  by check mark whether the company is a shell company (as defined
                  in
                  Rule12b-2 of the Exchange Act)
              Yes
                  [x]
              No
                  [ ]
  State
        issuer's revenues for its most recent fiscal year - **$0**
  State
        the
        aggregate market value of the voting and non-voting common equity held by
        non-affiliates computed by reference to the price at which the common equity
        was
        sold, or the average bid and asked price of such common equity, as of a
        specified date within the past 60 days. (See definition of affiliate in Rule
        12b-2 of the Exchange Act.)
  **Aggregate
        market value of the voting and non-voting common equity held by non-affiliates
        computed by reference as of October 31, 2007 is
        $2,637,500.**
  State
        the
        number of shares outstanding of each of the issuer's classes of common equity,
        as of the latest practicable date.
  **As
        of October 31, 2007, there are 151,375,000** **** **common
        shares outstanding.**
  Transitional
        Small Business Disclosure Format (Check One): Yes [ ] 
No[x]
  1
  **SEKOYA
        HOLDINGS LTD.**
  **FORM
        10-KSB**
  For
        the
        Fiscal Year ended October 31, 2007
  Table
        of
        Contents
  *Part
        I*
  Item 1.        Description of
        Business
  Item 2.        Description of
        Property
  Item 3.        Legal Proceedings
  Item 4.        Submission of Matters to a
        vote of Security Holders
  *Part
        II*
  ** Item
        5.        Market for Common Equity and
        Related Stockholder Matters
  Item 6.        Management's Discussion and
        Analysis or Plan of Operation
  Item 7.        Financial
        Statement
  Item 8.        Changes In and Disagreements
        with Accountants on Accounting and Financial Disclosure
  Item 8A.     Controls and Procedures
  Item 8B.     Other Information
  *Part
        III*
  Item 9.        Directors, Executive Officers,
        Promoters and Control Persons; Compliance with Section 16(a) of the Exchange
        Ac
  Item 10.      Executive Compensation
  Item 11.      Security Ownership of Certain Beneficial
        Owners and Management and Related Stockholder Matters
  Item 12.      Certain Relationships and Related
        Transactions
  Item 13.      Exhibits
  Item 14.      Principal Accountants Fees and
        Services
  Signatures
  2
  FORWARD
        LOOKING STATEMENTS
  CERTAIN
        STATEMENTS IN THIS ANNUAL REPORT ON FORM 10-KSB, OR THE "REPORT," ARE
        "FORWARD-LOOKING STATEMENTS." THESE FORWARD-LOOKING STATEMENTS INCLUDE, BUT
        ARE  NOT LIMITED TO, STATEMENTS ABOUT THE PLANS, OBJECTIVES, EXPECTATIONS
        AND INTENTIONS OF SEKOYA HOLDINGS, INC., A NEVADA CORPORATION AND OTHER
        STATEMENTS CONTAINED IN THIS REPORT THAT ARE NOT HISTORICAL FACTS.
        FORWARD-LOOKING STATEMENTS IN THIS REPORT OR HEREAFTER INCLUDED IN OTHER
        PUBLICLY AVAILABLE DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION,
        OR THE "COMMISSION," REPORTS TO OUR SHAREHOLDERS AND OTHER PUBLICLY AVAILABLE
        STATEMENTS ISSUED OR RELEASED BY US INVOLVE KNOWN AND UNKNOWN RISKS,
        UNCERTAINTIES AND OTHER FACTORS WHICH COULD CAUSE OUR ACTUAL RESULTS,
        PERFORMANCE (FINANCIAL OR OPERATING) OR ACHIEVEMENTS TO DIFFER FROM THE FUTURE
        RESULTS, PERFORMANCE (FINANCIAL OR OPERATING) OR ACHIEVEMENTS EXPRESSED OR
        IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. SUCH FUTURE RESULTS ARE BASED
        UPON
        MANAGEMENT'S BEST ESTIMATES BASED UPON CURRENT CONDITIONS AND THE MOST RECENT
        RESULTS OF OPERATIONS. WHEN USED IN THIS REPORT, THE WORDS "EXPECT,"
        "ANTICIPATE," "INTEND," "PLAN," "BELIEVE," "SEEK," "ESTIMATE" AND SIMILAR
        EXPRESSIONS ARE GENERALLY INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS,
        BECAUSE THESE FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES.
        THERE
        ARE IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY
        FROM
        THOSE EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS, INCLUDING
        OUR
        PLANS, OBJECTIVES, EXPECTATIONS AND INTENTIONS AND OTHER FACTORS.
  3
 ***PART
        I***
  **Item
        1.    Description of Business**
  Sekoya
        Holdings Ltd. was incorporated in the state of Nevada on May 19, 2005. Sekoya
        has entered into a merger agreement with MyECheck, Inc., a Delaware corporation,
        described in our Report on Form 8-K filed February 7, 2008, and incorporated
        herein by reference.
  Our
        principal executive offices are located at 916 West Broadway Street, Vancouver,
        British Columbia and our telephone number is (604) 710-9330. Our fiscal year
        end
        is October 31.
  **Item
        2:    Description of Property**
  The
        Company's headquarters and executive offices are located at 916 West Broadway
        Street, Vancouver, British Columbia, Canada, V5Z 1K7. Our telephone number
        is
        (604) 710-9330.
  **Item
        3:     Legal Proceedings**
  There
        are
        no existing, pending or threatened legal proceedings involving Razor Resources
        Inc., or against any of our officers or directors as a result of their
        involvement with the Company.
  **Item
        4:      Submission of Matters to a Vote of Security
        Holders**
  There
        were no matters submitted to a vote of security holders during the fiscal
        period
        ended October 31, 2007.
   4
  ***PART
        II***
  **Item
        5:    Market for Common Equity, Related Stockholder Matters and
        Small Business Issuer Purchases of Equity Securities**
  The
        Company's Common stock is presently listed on the OTC Bulletin Board under
        the
        symbol "MYEC". Our common stock has been listed on the OTC Bulletin Board
        since
        October 2006. There is currently no active trading in our common stock and
        there
        has been no active trading since our common stock has been listed on the
        OTC
        Bulletin Board. The following table sets forth the range of high and low
        bid
        prices per share of the common stock for each of the quarters identified
        below
        as reported by the OTC Bulletin Board. These quotations represent inter-dealer
        prices, without retail mark-up, markdown or commission, and may not represent
        actual transactions.
  **Period**
              **Bid
                  Prices****Year
                  Ended October 31, 2007**
              **High**
              **Low**October
                  1, 2006 to December 31, 2006
              -
              -January
                  1, 2007 to March 31, 2007
              -
              -April
                  1, 2007 to June 30, 2007
              -
              -July
                  1, 2007 to October 31, 2007
              -
              -
  There
        are
        no outstanding options or warrants or convertible securities to purchase
        our
        common equity
  All
        of
        the 151,375,000 common shares outstanding are eligible for sale through the
        use
        of Rule 144 under the Securities Act.
  As
        of
        October 31, 2007, the approximate number of holders of Common Stock of the
        Company is 32.
  Since
        our
        inception date, our boards of directors have not declared any dividend payments
        to the shareholders. The declaration and payment of dividends to holders
        of our
        common stock by us, if any, are subject to the discretion of our board of
        directors. Our board of directors will take into account such matters as
        general
        economic and business conditions, our strategic plans, our financial results
        and
        condition, contractual, legal and regulatory restrictions on the payment
        of
        dividends by us, and such other factors as our board of directors may consider
        to be relevant.
  The
        company has never issued securities for any equity compensation
        plan.
  5
  **Item
        6:     Management's Discussion and Analysis or Plan of
        Operation**
  The
        following discussion and analysis provides information which management of
        Sekoya Holdings Ltd. (the "Company") believes to be relevant to an assessment
        and understanding of the Company's results of operations and financial
        condition. This discussion should be read together with the Company's financial
        statements and the notes to financial statements, which are included in this
        report.
  **Overview**
  Sekoya
        Holdings Ltd. was incorporated in the state of Nevada on May 19, 2005. Sekoya
        has entered into a merger agreement with MyECheck, Inc., a Delaware corporation,
        described in our Report on Form 8-K filed February 7, 2008, and incorporated
        herein by reference.
  **Results
        of Operations**
  **Revenues**
  There
        were no revenues generated for the fiscal period ended October 31, 2007 and
        no
        revenues have been earned by the Company since it's inception.
  **General
        & Administrative Expenses**
  General
        and administrative expenses totaled $12,576 for the fiscal period ended October
        31, 2007. This is compared to general and administrative expenses totaling
        $12,881 for the fiscal period ended October 31, 2006. This decrease in general
        and administrative expenses is largely attributed to the impairment of the
        Company's web development asset. The impairment expense incurred is expected
        to
        be a one-time fee and management does not expect them to be recurring in
        the
        future.
  We
        experienced a net loss of $19,806 for the fiscal period ended October 31,
        2007
        compared to a net loss of $20,716  for
        the
        fiscal period ended October 31, 2006.
  **Liquidity
        and Capital Resources**
  As
        of
        October 31, 2007, the Company had cash of $269. Management does not expect
        that
        the current level of cash on hand will be sufficient to fund our operation
        for
        the next twelve month period. In the event that additional funds are required
        to
        maintain operations, our officers and directors have agreed to advance us
        sufficient capital to allow us to continue operations. We may also be able
        to
        obtain loans from our shareholders, but there are no agreements or
        understandings in place currently.
  We
        believe that we will require additional funding to expand our business and
        ensure its future profitability. We anticipate that any additional funding
        will
        be in the form of equity financing from the sale of our common stock. However,
        we do not have any agreements in place for any future equity financing. In
        the
        event we are not successful in selling our common stock, we may also seek
        to
        obtain short-term loans from our director.
   6
  **Item
        7:    Financial Statements**
  The
        consolidated financial statements required to be filed pursuant to this Item
        7
        begin on page F-1 of this report.
  **Item
        8:    Changes In Disagreements With Accountants on Accounting and
        Financial Disclosure**
  The
        Financial Statements of the Company have been audited by Berman and Company,
        P.A. for the fiscal period ended October 31, 2007 and Gordon K.W. Gee Ltd.
        for
        the fiscal period ended October 31, 2006. There have been no changes in or
        disagreements with Berman and Company, P.A. and Gordon K.W. Gee Ltd. on
        accounting and financial disclosure matters at any time.
  ***Item
        8A: Controls and Procedures***
  Our
        Chief
        Executive Officer, President, and Chief Financial Officer (the "Certifying
        Officers") are responsible for establishing and maintaining disclosure controls
        and procedures for the Company. The Certifying Officers have designed such
        disclosure controls and procedures to ensure that material information is
        made
        known to them, particularly during the period in which this report was prepared.
        The Certifying Officers have evaluated the effectiveness of the Company's
        disclosure controls and procedures within 90 days of the date of this report
        and
        believe that the Company's disclosure controls and procedures are effective
        based on the required evaluation. There have been no significant changes
        in
        internal controls or in other factors that could significantly affect internal
        controls subsequent to the date of their evaluation, including any corrective
        actions with regard to significant deficiencies and material
        weaknesses.
  **Item
        8B: Other Information**
  None
  **Item
        9:    Directors, Executive Officers, Promoters and Control
        Persons; Compliance with Section 16(a) of the Exchange Act**
  **Officers
        and Directors**
  Each
        of
        our directors serves until his or her successor is elected and qualified.
        Each
        of our officers is elected by the board of directors to a term of one (1)
        year
        and serves until his or her successor is duly elected and qualified, or until
        he
        or she is removed from office. The board of directors has no nominating,
        auditing or compensation committees.
  7
  The
        name,
        age, and position of our present officers and directors are set forth
        below:
  **Name**
              **Age**
              **Position
                  Held**Shirley
                  Wong
              43
              President,
                  Principal Executive Officer, Principal Financial Officer, Principal
                  Accounting Officer, Treasurer, Secretary, and
                  Director
  Each
        director serves until our next annual meeting of the stockholders or unless
        they
        resign earlier. The Board of Directors elects officers and their terms of
        office
        are at the discretion of the Board of Directors.
  **Background
        of officers and directors**
  Shirley
        Wong has been our president, principal executive officer, principal financial
        officer, principal accounting officer, treasurer and director since July
        6,
        2005.
  Ms.
        Wong
        has a strong working background as a teacher for the past 15 years for the
        Vancouver School Board. She also has 10 years of consulting experience,
        specializing in business process improvement, instructional management, adult
        education training, and human resources management.
  Ms.
        Wong's educational background has also prepared her for management, as she
        has
        received her Bachelors of Education as well as a Masters of Arts in Education
        Administration and Supervision.
  **Audit
        Committee Financial Expert**
  We
        do not
        have an audit committee financial expert. We do not have an audit committee
        financial expert because we believe the cost related to retaining a financial
        expert at this time is prohibitive. Further, because we are only beginning
        our
        commercial operations, at the present time, we believe the services of a
        financial expert are not warranted.
  **Conflicts
        of Interest**
  The
        only
        conflict that we foresee is that our officers and directors devote time to
        projects that do not involve us.
  8
  **SECTION
        16(A) BENEFICIAL OWNER REPORTING COMPLIANCE**
  Section
        16(a) of the Securities and Exchange Act of 1934 requires that the Company's
        directors, executive officers, and persons who own more than 10% of registered
        class of the Company's equity securities, or file with the Securities and
        Exchange Commission (SEC), initial reports of ownership and report of changes
        in
        ownership of common stock and other equity securities of the Company. Officers,
        directors, and greater than 10% beneficial owners are required by SEC regulation
        to furnish the Company with copies of all Section 16(a) reports they file.
        As of
        the fiscal year ending October 31, 2006, Form 3 reports were not timely filed
        by
        Shirley Wong, the Company's President.
  **Code
        of Ethics**
  The
        Company has adopted code of ethics for all of the employees, directors and
        officers which is attached to this Annual Report as Exhibit 14.1.
  **Item
          9A: Controls and Procedures**
  **Disclosure
          Controls and Procedures**
  The
          Company maintains disclosure controls and procedures designed to ensure
          information required to be disclosed in Company reports filed under the
          Securities Exchange Act of 1934, as amended (“the Exchange Act”), is recorded,
          processed, summarized, and reported within the time periods specified in
          the
          Securities and Exchange Commission’s rules and forms. Disclosure controls and
          procedures are designed to provide reasonable assurance that information
          required to be disclosed in Company reports filed under the Exchange Act
          is
          accumulated and communicated to management, including the Company’s Chief
          Executive Officer and Chief Financial Officer, as appropriate, to allow
          timely
          decisions regarding required disclosure.
  The
          Company’s management, with the participation of the Company’s Chief Executive
          Officer and Chief Financial Officer, has evaluated the effectiveness of
          the
          Company’s disclosure controls and procedures pursuant to Rule 13a-15(b) of the
          Exchange Act as of October 31, 2007. Based on that evaluation, the Company’s
          Chief Executive Officer and Chief Financial Officer have concluded that
          the
          Company’s disclosure controls and procedures are effective as of October 31,
          2007.
  **Management’s
          Report on Internal Control over Financial Reporting**
  The
          Company’s management is responsible for establishing and maintaining adequate
          internal control over financial reporting as defined in Rules 13a-15(f)
          under
          the Securities Exchange Act of 1934. Pursuant to the rules and regulations
          of
          the Securities and Exchange Commission, internal control over financial
          reporting is a process designed by, or under the supervision of, the Company’s
          principal executive and principal financial officers, and effected by the
          Company’s board of directors, management and other personnel, to provide
          reasonable assurance regarding the reliability of financial reporting and
          the
          preparation of financial statements for external purposes in accordance
          with
          accounting principles generally accepted in the United States. Due to inherent
          limitations, internal control over financial reporting may not prevent
          or detect
          misstatements. Further, because of changes in conditions, effectiveness
          of
          internal control over financial reporting may vary over time.
  The
          Company’s management, with the participation of the Company’s Chief Executive
          Officer and Chief Financial Officer, has evaluated the effectiveness of
          the
          Company’s internal control over financial reporting as of October 31, 2007 based
          on the control criteria established in a report entitled Internal Control
—
Integrated Framework, issued by the Committee of Sponsoring Organizations
          of the
          Treadway Commission (COSO). Based on such evaluation management has concluded
          that our internal control over financial reporting is effective as of October
          31, 2007.
  Berman
          & Company, P.A., the Company’s independent registered public accounting
          firm, has not issued an attestation report on the effectiveness of the
          Company’s
          internal controls over financial reporting since we are not yet required
          to
          comply with this provision of Section 404(B) of the Sarbanes-Oxley
          Act.
  **Changes
          in Internal Control over Financial Reporting**
  There
          were no changes in the Company’s internal control over financial reporting
          during the Company’s fiscal quarter ending October 31, 2007, that have
          materially affected, or are reasonably likely to materially affect, the
          Company’s internal control over financial reporting.
 **Item
          10:    Executive Compensation**
 9
  The
        following table sets forth information with respect to compensation paid
        by us
        to our officers and directors during the four most recent fiscal years. This
        information includes the dollar value of base salaries, bonus awards and
        number
        of stock options granted, and certain other compensation, if any.
  **Summary
                  Compensation Table****Long
                  Term Compensation****Annual
                  Compensation**
              **Awards**
              **Payouts****(a)**
              **(b)**
              **(c)**
              **(d)**
              **(e)**
              **(f)**
              **(g)**
              **(h)**
              **(i)****Name
                  and Principal Position (1)**
              **Year**
              **Salary($)**
              **Bonus
                  ($)**
              **Other
                  Annual Compensation ($)**
              **Restricted
                  Stock Award(s) ($)**
              **Securities
                  Underlying Options/SARSs (#)**
              **LTIP
                  Payouts ($)**
              **All
                  Other Compensation ($)**Shirley
                  Wong
              2007
              0
              0
              0
              0
              0
              0
              0President,
                  Treasurer, Secretary, and Director
              2006
              0
              0
              0
              0
              0
              0
              02005
              0
              0
              0
              0
              0
              0
              0
  [1]
            All compensation received by the officers and directors has been
        disclosed.
  **Option/SAR
        Grants**
  There
        are
        no stock option, retirement, pension, or profit sharing plans for the benefit
        of
        our officers and directors.
  **Long-Term
        Incentive Plan Awards**
  We
        do not
        have any long-term incentive plans.
  10
  **Compensation
        of Directors**
  We
        do not
        have any plans to pay our directors any money.
  **Indemnification**
  Under
        our
        Articles of Incorporation and Bylaws of the corporation, we may indemnify
        an
        officer or director who is made a party to any proceeding, including a law
        suit,
        because of his position, if he acted in good faith and in a manner he reasonably
        believed to be in our best interest. We may advance expenses incurred in
        defending a proceeding. To the extent that the officer or director is successful
        on the merits in a proceeding as to which he is to be indemnified, we must
        indemnify him against all expenses incurred, including attorney's fees. With
        respect to a derivative action, indemnity may be made only for expenses actually
        and reasonably incurred in defending the proceeding, and if the officer or
        director is judged liable, only by a court order. The indemnification is
        intended to be to the fullest extent permitted by the laws of the State of
        Nevada.
  Regarding
        indemnification for liabilities arising under the Securities Act of 1933,
        which
        may be permitted to directors or officers under Nevada law, we are informed
        that, in the opinion of the Securities and Exchange Commission, indemnification
        is against public policy, as expressed in the Act and is, therefore,
        unenforceable.
  **Item
        11: Security Ownership of Certain Beneficial Owners and Management and Related
        Stockholder Matters**
  The
        following table sets forth, as of the date of this prospectus, the total
        number
        of shares owned beneficially by each of our directors, officers and key
        employees, individually and as a group, and the present owners of 5% or more
        of
        our total outstanding shares. The table also reflects what their ownership
        will
        be assuming completion of the sale of all shares in this offering. The
        stockholders listed below have direct ownership of his/her shares and possess
        sole voting and dispositive power with respect to the shares. The address
        for
        each person is our address at 916 West Broadway Street, Vancouver, BC, Canada,
        V5Z 1K7.
  **Name
                  of Beneficial**
                **Owner**
              **Direct
                  Amount of**
                **Beneficial
                  Owner**
              **Position**
              **Percent
                  of Class**Shirley
                  Wong
              125,000,000
              President,
                  Principal Executive Officer, Principal , Principal Accounting Officer,
                  Treasurer, Secretary, and Director
              82.58%**All
                  officers and directors as a Group (1 person)**
              
              
              **82.58%**
  **Securities
        authorized for issuance under equity compensation plans.**
  We
        have
        no equity compensation plans.
  **Item
        12: Certain Relationships and Related Transactions**
  We
        issued
        5,000,000 shares of common stock to Shirley Wong, our president and a member
        of
        the board of directors in August 2005, in consideration of 5,000.
  11
  ***Item
        13: Exhibits***
  *Exhibit
                    No.*
                *Description*3.1*
                Articles
                    of Incorporation of the Company (incorporated by refernce to
                    the Form
                    10-SB filed with the Securities and Exchange Commission on January
                    18,
                    2006)3.2*
                Bylaws
                    of the Company (incorporated by reference to the Form SB-2 filed
                    with the
                    Securities and Exchange Commission on January 18, 2006)10
                Acquisition
                    and Share Exchange Agreement (incorporated by reference to the
                    Form 8-K
                    filed with the Securities and Exchange Commission on February
                    7,
                    200814
                Code
                    of Ethics31
                Certification
                    of the Chief Executive Officer and Chief Financial Officer pursuant
                    to
                    Rule 13a-14 of the Securities and Exchange Act of 1934 as amended,
                    as
                    adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
                    200232
                Certification
                    of the 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
  **Item
        14: Principal Accountant Fees and Services**
  1)
        Audit
        Fees
  The
        aggregate fees billed for the last two fiscal years for professional services
        rendered by the principal accountant for the audit of the Company's annual
        financial statements and review of financial statements included in the
        Company's Form 10-QSBs or services that are normally provided by the accountant
        in connection with statutory and regulatory engagements for those fiscal
        years
        was:
  2007
        -
        $12,000         Berman &
Company, P.A.
  2007
          - $1,525           Gordon
          K.W. Gee, Ltd.
  2006
        -
        $5,280           Gordon K.W.
        Gee, Ltd.
  2)
        Audit
        - Related Fees
  The
        aggregate fees billed in each of the last two fiscal years for assurance
        and
        related services by the principal accountants that are reasonably related
        to the
        performance of the audit or review of the Company's financial statements
        and are
        not reported in the preceding paragraph:
  2007
        -
        $0           Gordon K.W.
        Gee, Ltd./ Berman & Company, P.A.
  2006
        -
        $0           Gordon K.W. Gee,
        Ltd
  12
  3)
        Tax
        Fees
  The
        aggregate fees billed in each of the last two fiscal years for professional
        services rendered by the principal accountant for tax compliance, tax advice,
        and tax planning was:
  2007
        -
        $0           Gordon K.W.
        Gee, Ltd./ Berman & Company, P.A.
  2006
        -
        $0           Gordon K.W. Gee,
        Ltd
  4)
        All
        Other Fees
  The
        aggregate fees billed in each of the last two fiscal years for the products
        and
        services provided by the principal accountant, other than the services reported
        in paragraphs (1), (2), and (3) was:
  2007
        -
        $0           Gordon K.W.
        Gee, Ltd./ Berman & Company, P.A.
  2006
        -
        $0           Gordon K.W. Gee,
        Ltd
  13
  **SIGNATURES**
  Pursuant
        to the requirements of Section 13 or 15(d) of the Securities Exchange Act
        of
        1934, the Registrant has duly caused this report to be signed on its behalf
        by
        the undersigned, thereunto duly authorized on this 12th day of February,
        2008
  **Sekoya
        Holdings Ltd.**
  (Registrant)
  By: /s/
        Shirley Wong
  Shirley
        Wong
  President
        and Chief Executive Officer
   Pursuant
        to the requirements of the Securities Exchange Act of 1934, this report has
        been
        signed below by the following persons on behalf of the registrant and in
        the
        capacities and on the dates indicated:
  **Signature**
              **Title**
              **Date**/s/
                  Shirley Wong
              President,
                  CEO, Secretary, Treasurer and
              February
                  12, 2008Shirley
                  Wong
              Director
   14





**SEKOYA
      HOLDINGS, LTD.**


**(A
      Development Stage Company)**


**Financial
      Statements**


**October
      31, 2007**








CONTENTS


Page(s)





Report
                of Independent Registered Public Accounting Firm
            1Financial
                Statements:Balance
                Sheet - As of October 31, 2007
            2Statements
                of Operations -For
                the years ended October 31, 2007 and 2006 and for the period fromMay
                19, 2005 (inception) to October 31, 2007
            3Statements
                of Changes in Stockholders’ Deficit -For
                the years ended October 31, 2007 and 2006 and for the period fromMay
                19, 2005 (inception) to October 31, 2007
            4Statements
                of Cash Flows -For
                the years ended October 31, 2007 and 2006 and for the period fromMay
                19, 2005 (inception) to October 31, 2007
            5Notes
                to Financial Statements
            6-11







**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**





To
      the
      Board of Directors and Stockholders of:


Sekoya
      Holdings, Ltd.





We
      have
      audited the accompanying balance sheet of Sekoya Holdings, Ltd. (“the Company”)
      (a development stage company) as of October 31, 2007, and the related statements
      of operations, changes in stockholders’ deficit and cash flows for the year then
      ended and for the period from May 19, 2005 (inception) to October 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 audit. The financial statements of Sekoya Holdings, Ltd. as of October
      31, 2006 were audited by other auditors whose report dated January 25, 2007
      expressed an unqualified opinion on those statements.





We
      conducted our audit in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. The Company is not required to
      have, nor were we engaged to perform, an audit of its internal control over
      financial reporting. Our audit included consideration of internal control over
      financial reporting as a basis for designing audit procedures that are
      appropriate in the circumstances, but not for the purpose of expressing an
      opinion on the effectiveness of the Company’s internal control over financial
      reporting. Accordingly, we express no such opinion. 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 audit provides
      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 Sekoya Holdings, Ltd. as of October
      31, 2007, and the results of its operations and its cash flows for the year
      then
      ended and for the period from May 19, 2005 (inception) to October 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 2 to the financial
      statements, the Company has a net loss of $19,806 and net cash used in
      operations of $6,606 for the year ended October 31, 2007 and a working capital
      deficit of $41,260, stockholders’ deficit of $41,260 and a deficit accumulated
      during the development stage of $66,260 at October 31, 2007. These factors
      raise
      substantial doubt about the Company’s ability to continue as a going concern.
      Management’s plan in regards to these matters is also described in Note 2. The
      financial statements do not include any adjustments that might result from
      the
      outcome of this uncertainty.











Berman
      & Company, P.A.











Boca
      Raton, Florida


January
      18, 2008









**Sekoya
      Holdings, Ltd.**


**(A
      Development Stage Company)**


**Balance
      Sheet**


**October
      31, 2007**









**ASSETS****Current
                Assets**Cash
            
            $
            269**Total
                Current Assets**
            
            
            **269****Total
                Assets**
            
            $
            269**LIABILITIES
                AND STOCKHOLDERS' DEFICIT****Current
                Liabilities**Accounts
                payable
            
            $
            28,000Loans
                payable - related party
            
            
            13,529**Total
                Current Liabilities**
            
            
            **41,529**Commitments
                and Contingencies**Stockholders'
                Deficit**Common
                stock, $0.001 par value, 200,000,000 shares authorized151,375,000
                shares issued and outstanding
            
            
            151,375Additional
                paid in capital
            
            
            (126,375
            )Deficit
                accumulated during the development stage
            
            
            (66,260
            )**Total
                Stockholders' Deficit**
            
            
            **(41,260**
            **)****Total
                Liabilities and Stockholders' Deficit**
            
            $
            269








See
      accompanying notes to audited financial statements




2




**Sekoya
      Holdings, Ltd.**


**(A
      Development Stage Company)**


**Statements
      of Operations**









**For
                the period from****For
                the years ended October 31,**
            
            **May
                19, 2005 (inception) to****2007**
            
            **2006**
            
            **October
                31, 2007****Sales**
            
            $
            -
            
            $
            -
            
            $
            -**Operating
                Expenses**General
                and administrative
            
            
            12,576
            
            
            12,881
            
            
            28,695Professional
                fees
            
            
            2,230
            
            
            7,835
            
            
            32,565Impairment
                loss - website development costs
            
            
            5,000
            
            
            -
            
            
            5,000**Total
                Operating Expenses**
            
            
            19,806
            
            
            20,716
            
            
            66,260**Loss
                from Operations**
            
            
            (19,806
            )
            
            (20,716
            )
            
            (66,260
            )**Net
                Loss**
            
            $
            (19,806
            )
            $
            (20,716
            )
            $
            (66,260
            )**Net
                Loss Per Share - Basic and Diluted**
            
            $
            (0.00
            )
            $
            (0.00
            )
            $
            (0.00
            )**Weighted
                average number of shares outstanding****during
                the year/period - basic and diluted**
            
            
            **151,375,000**
            
            
            **151,375,000**
            
            
            **150,410,147**










See
        accompanying notes to audited financial statements


3




**Sekoya
      Holdings, Ltd.**


**(A
      Development Stage Company)**


**Statements
      of Changes in Stockholders' Deficit**


**For
      the Years Ended October 31, 2007 and 2006 and for the Period from May 19, 2005
      (Inception) to October 31, 2007**









**Deficit****Accumulated****Common
                Stock,
                $0.001**
            
            **Additional**
            
            **During**
            
            **Total****Par
                Value**
            
            **Paid
                in**
            
            **Development**
            
            **Stockholders'****Shares**
            
            **Amount**
            
            **Capital**
            
            **Stage**
            
            **Deficit**Issuance
                of common stock for cash - founder shares - related party
                ($0.00004/share)
            
            
            125,000,000
            
            $
            125,000
            
            $
            (120,000
            )
            $
            -
            
            $
            5,000Issuance
                of common stock for cash ($0.0004/share)
            
            
            23,750,000
            
            
            23,750
            
            
            (14,250
            )
            
            -
            
            
            9,500Issuance
                of common stock for cash ($0.004/share)
            
            
            2,625,000
            
            
            2,625
            
            
            7,875
            
            
            -
            
            
            10,500Net
                Loss, 2005
            
            
            -
            
            
            -
            
            
            -
            
            
            (25,738
            )
            
            (25,738
            )**Balance,
                October 31, 2005**
            
            
            151,375,000
            
            
            151,375
            
            
            (126,375
            )
            
            (25,738
            )
            
            (738
            )Net
                Loss, 2006
            
            
            -
            
            
            -
            
            
            -
            
            
            (20,716
            )
            
            (20,716
            )**Balance,
                October 31, 2006**
            
            
            151,375,000
            
            
            151,375
            
            
            (126,375
            )
            
            (46,454
            )
            
            (21,454
            )Net
                Loss, 2007
            
            
            -
            
            
            -
            
            
            -
            
            
            (19,806
            )
            
            (19,806
            )**Balance,
                October 31, 2007**
            
            
            **151,375,000**
            
            **$**
            **151,375**
            
            **$**
            **(126,375**
            **)**
            **$**
            **(66,260**
            **)**
            **$**
            **(41,260**
            **)**










See
        accompanying notes to audited financial statements


4


**Sekoya
        Holdings, Ltd.**


**(A
      Development Stage Company)**


**Statements
      of Cash Flows**







**For
                the period from****For
                the Years Ended October 31,**
            
            **May
                19, 2005 (inception) to****2007**
            
            **2006**
            
            **October
                31, 2007****Cash
                Flows from Operating Activities:**Net
                loss
            
            $
            (19,806
            )
            $
            (20,716
            )
            $
            (66,260
            )Adjustments
                to reconcile net loss to net cash used inoperating
                activities:Impairment
                loss - website development costs
            
            
            5,000
            
            
            -
            
            
            5,000Changes
                in operating assets and liabilities:(Increase)
                decrease in:Prepaid
                expenses
            
            
            -
            
            
            (5,000
            )
            
            (5,000
            )Increase
                (decrease) in:Accounts
                payable
            
            
            8,200
            
            
            16,100
            
            
            28,000**Net
                Cash Used in Operating Activities**
            
            
            (6,606
            )
            
            (9,616
            )
            
            (38,260
            )**Cash
                Flows from Financing Activities:**Proceeds
                from issuance of common stock
            
            
            -
            
            
            -
            
            
            25,000Proceeds
                from loans payable - related party
            
            
            6,600
            
            
            6,929
            
            
            13,529**Net
                Cash Provided by Financing Activities**
            
            
            6,600
            
            
            6,929
            
            
            38,529Net
                Increase (Decrease) in Cash and Cash Equivalents
            
            
            (6
            )
            
            (2,687
            )
            
            269Cash
                and Cash Equivalents - Beginning of Period
            
            
            275
            
            
            2,962
            
            
            -**Cash
                and Cash Equivalents - End of Period**
            
            $
            269
            
            $
            275
            
            $
            269Supplemental
                Disclosure of Cash Flow InformationCash
                Paid for:Taxes
            
            $
            -
            
            $
            -
            
            $
            -Interest
            
            $
            -
            
            $
            -
            
            $
            -












See
        accompanying notes to audited financial statements




5
 **Sekoya
            Holdings, Ltd.**
 **(A
            Development Stage Company)**
 **Notes
            to Financial Statements**
 **October
            31, 2007**






**Note
      1 Nature of Operations and Summary of Significant Accounting
      Policies**







**Nature
      of Operations**





Sekoya
      Holdings Ltd. (the "Company") was incorporated in Nevada on May 19,
      2005.





The
      Company is in the process of developing an online payment system for use in
      the
      Chinese online community.




The
      Company's fiscal year end is October 31.


**Development
      Stage**





The
      Company's financial statements are presented as those of a development stage
      enterprise. Activities during the development stage primarily include related
      party debt financing, and the further development of the business plan.





**Use
      of Estimates**





The
      preparation of financial statements in conformity with generally accepted
      accounting principles in the United States of America 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 revenue and expenses during
      the reporting period. Actual results could differ from those estimates.





A
      significant estimate in 2007 and 2006 included a 100% valuation allowance for
      deferred taxes due to the Company’s continuing and expected future
      losses.





**Cash
      and Cash Equivalents**





For
      purposes of the statement of cash flows, the Company considers all highly liquid
      instruments purchased with a maturity of three months or less and money market
      accounts to be cash equivalents. At October 31, 2007, the Company had no cash
      equivalents.





**Internal
      Use Software**





The
      Company has adopted the provisions of AICPA Statement of Position (“SOP”) No.
      98-1, *Accounting
      for the Costs of Software Developed or Obtained for Internal
      Use* .
      The
      type of costs incurred by the Company in developing its web site included the
      price of computer software purchased from third parties. These costs are either
      expensed or capitalized depending on the type of cost and the stage of
      development of the web site.


6
 **Sekoya
              Holdings, Ltd.**
 **(A
              Development Stage Company)**
 **Notes
              to Financial Statements**
 **October
              31, 2007**




The
      Company makes ongoing evaluations of the recoverability of its capitalized
      web
      site by comparing the amount capitalized for each module or component of
      software to their estimated net realizable values. If such evaluations indicate
      that the unamortized costs exceed the net realizable values, the Company writes
      off the amount by which the unamortized costs exceed the net realizable values.
      At October 31, 2007, the Company determined that since the website was
      non-operational and could not generate any revenues, the previously capitalized
      website development costs were no longer recoverable; an impairment loss of
      $5,000 was recorded and charged to the statement of operations.





**Net
      Loss Per Share**





Basic
      loss per share is computed by dividing net loss by weighted average number
      of
      shares of common stock outstanding during each period. Diluted loss per share
      is
      computed by dividing net loss by the weighted average number of shares of common
      stock, common stock equivalents and potentially dilutive securities outstanding
      during each period. At October 31, 2007 and 2006, respectively, the Company
      did not have any outstanding common stock equivalents; therefore, a separate
      computation of diluted loss per share is not presented.





**Stock-based
      Compensation**





All
      share-based payments to employees will be recorded and expensed in the statement
      of operations as applicable under SFAS No. 123R “Share-Based Payment”. The
      Company has not issued any stock based compensation since
      inception.





**Income
      Taxes**





The
      Company accounts for income taxes under the liability method in accordance
      with
      Statement of Financial Accounting Standards No. 109, "Accounting for Income
      Taxes" under this method, deferred income tax assets and liabilities are
      determined based on differences between the financial reporting and tax bases
      of
      assets and liabilities and are measured using the enacted tax rates and laws
      that will be in effect when the differences are expected to
      reverse.





**Fair
      Value of Financial Instruments**





The
      carrying amounts of the Company’s short-term financial instruments, including
      accounts payable and loans payable - related party, approximate fair value
      due
      to the relatively short period to maturity for these instruments.





7
 **Sekoya
                Holdings, Ltd.**
 **(A
                Development Stage Company)**
 **Notes
                to Financial Statements**
 **October
                31, 2007**





**Recent
      Accounting Pronouncements**





On
      February 15, 2007, the Financial Accounting Standards Board (“FASB”) issued
      Statement of Financial Accounting Standards No. 159, *“The
      Fair Value Option for Financial Assets and Financial Liabilities — Including an
      Amendment of FASB Statement No. 115”* (“SFAS
      159”). This standard permits an entity to measure financial instruments and
      certain other items at estimated fair value. Most of the provisions of SFAS
      No. 159 are elective; however, the amendment to FASB
      No. 115, *“Accounting
      for Certain Investments in Debt and Equity Securities,”* applies
      to all entities that own trading and available-for-sale securities. The fair
      value option created by SFAS 159 permits an entity to measure eligible items
      at
      fair value as of specified election dates. The fair value option (a) may
      generally be applied instrument by instrument, (b) is irrevocable
      unless a new election date occurs, and (c) must be applied to the entire
      instrument and not to only a portion of the instrument. SFAS 159 is effective
      as
      of the beginning of the first fiscal year that begins after November 15,
      2007. Early adoption is permitted as of the beginning of the previous fiscal
      year provided that the entity (i) makes that choice in the first
      120 days of that year, (ii) has not yet issued financial statements
      for any interim period of such year, and (iii) elects to apply the
      provisions of FASB 157. Management is currently evaluating the impact of SFAS
      159, if any, on the Company’s financial statements. The
      adoption of SFAS No. 159 is not expected to have a material effect on its
      financial position, results of operations or cash flows.





In
      December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
      Consolidated Financial Statements, an amendment of Accounting Research Bulletin
      No 51” (SFAS 160). SFAS 160 establishes accounting and reporting standards for
      ownership interests in subsidiaries held by parties other than the parent,
      changes in a parent’s ownership of a noncontrolling interest, calculation and
      disclosure of the consolidated net income attributable to the parent and the
      noncontrolling interest, changes in a parent’s ownership interest while the
      parent retains its controlling financial interest and fair value measurement
      of
      any retained noncontrolling equity investment. SFAS 160 is effective for
      financial statements issued for fiscal years beginning after December 15, 2008,
      and interim periods within those fiscal years. Early adoption is prohibited. The
      adoption of SFAS No. 160 is not expected to have a material effect on its
      financial position, results of operations or cash flows.





In
      December 2007, the FASB issued SFAS 141R, *Business Combinations* (“SFAS
      141R”), which replaces FASB SFAS 141, *Business Combinations.* This
      Statement retains the fundamental requirements in SFAS 141 that the acquisition
      method of accounting be used for all business combinations and for an acquirer
      to be identified for each business combination. SFAS 141R defines the acquirer
      as the entity that obtains control of one or more businesses in the business
      combination and establishes the acquisition date as the date that the acquirer
      achieves control.  SFAS 141R will require an entity to record
      separately from the business combination the direct costs, where previously
      these costs were included in the total allocated cost of the
      acquisition.  SFAS 141R will require an entity to recognize the assets
      acquired, liabilities assumed, and any non-controlling interest in the acquired
      at the acquisition date, at their fair values as of that date.  This
      compares to the cost allocation method previously required by SFAS No.
      141.  SFAS 141R will require an entity to recognize as an asset or
      liability at fair value for certain contingencies, either contractual or
      non-contractual, if certain criteria are met.  Finally, SFAS 141R will
      require an entity to recognize contingent consideration at the date of
      acquisition, based on the fair value at that date.  This Statement
      will be effective for business combinations completed on or after the first
      annual reporting period beginning on or after December 15,
      2008.  Early adoption of this standard is not permitted and the
      standards are to be applied prospectively only.  Upon adoption of this
      standard, there would be no impact to the Company’s results of operations and
      financial condition for acquisitions previously
      completed. The
      adoption of SFAS No. 141R is not expected to have a material effect on its
      financial position, results of operations or cash flows.


8
 **Sekoya
                Holdings, Ltd.**
 **(A
                Development Stage Company)**
 **Notes
                to Financial Statements**
 **October
                31, 2007**


Other
      accounting standards that have been issued or proposed by the FASB or other
      standards-setting bodies that do not require adoption until a future date and
      are not expected to have a material impact on the financial statements upon
      adoption.





**Reclassifications**





Certain
      amounts in the year 2006 financial statements have been reclassified to conform
      to the year 2007 presentation. The results of these reclassifications did not
      materially affect financial position, results of operations or cash
      flows.





**Note
      2 Going Concern**





As
      reflected in the accompanying financial statements, the Company has a net loss
      of $19,806 and net cash used in operations of $6,606 for the year ended October
      31, 2007 and a working capital deficit of $41,260, stockholders’ deficit of
      $41,260 and an accumulated deficit during the development stage of $66,260
      at
      October 31, 2007. In addition, the Company is in the development stage and
      has
      not yet generated any revenues. The ability of the Company to continue as a
      going concern is dependent on Management's plans, which include potential asset
      acquisitions, mergers or business combinations with other entities. The
      accompanying financial statements have been prepared on a going concern basis,
      which contemplates the realization of assets and the satisfaction of liabilities
      in the normal course of business. These financial statements do not include
      any
      adjustments relating to the recovery of the recorded assets or the
      classification of the liabilities that might be necessary should the Company
      be
      unable to continue as a going concern.





9
 **Sekoya
                Holdings, Ltd.**
 **(A
                Development Stage Company)**
 **Notes
                to Financial Statements**
 **October
                31, 2007**
 **Note
        3 Loans Payable**





On
      October 31, 2006 the Company’s Chairperson advanced working capital funds
      totaling $6,929. The advance was non-interest bearing, unsecured and due on
      demand.





On
      January 31, 2007 the Company’s Chairperson advanced working capital funds
      totaling $6,000. The advance was non-interest bearing, unsecured and due on
      demand.





On
      July
      31, 2007 the Company’s Chairperson advanced working capital funds totaling $600.
      The advance was non-interest bearing, unsecured and due on demand.





All
      advances represent a 100% concentration in debt financing.





**Note
      4 Stockholders’ Equity**





In
      2005,
      the Company issued 125,000,000 shares of common stock to its Chairman and
      Founder for $5,000 ($0.00004/share).





In
      2005,
      the Company issued 23,750,000 shares of common stock for $9,500
      ($0.0004/share).





In
      2005,
      the Company issued 2,625,000 shares of common stock for $10,500
      ($0.004/share).





On
      May
      28, 2007, the Company’s Board of Directors authorized a 25 for 1 forward stock
      split. All share and per share amounts in the accompanying financial statements
      have been retroactively restated.




**Note
      5 Income Taxes**




SFAS
      109
      requires the recognition of deferred tax assets and liabilities for both the
      expected impact of differences between the financial statements and the tax
      basis of assets and liabilities, and for the expected future tax benefit to
      be
      derived from tax losses and tax credit carryforwards. SFAS 109 additionally
      requires the establishment of a valuation allowance to reflect the likelihood
      of
      realization of deferred tax assets.




The
      Company has a net operating loss carryforward for tax purposes totaling
      approximately $61,260 at October 31, 2007 expiring through the year 2027.
      Internal Revenue Code Section 382 places a limitation on the amount of taxable
      income that can be offset by carryforwards after a change in control (generally
      greater than a 50% change in ownership). Temporary differences, which give
      rise
      to a net deferred tax asset, are as follows:


10
 **Sekoya
                Holdings, Ltd.**
 **(A
                Development Stage Company)**
 **Notes
                to Financial Statements**
 **October
                31, 2007**


Significant
      deferred tax assets at October 31, 2007 are as follows:




Gross
                  deferred tax assets:Net
                  operating loss carryforwards
              
              $
              22,446Total
                  deferred tax assets
              
              
              22,446Less:
                  valuation allowance
              
              
              (22,446
              )Net
                  deferred tax asset recorded
              
              
              -
 The
        valuation allowance at October 31, 2006 was $17,021. The net change in valuation
        allowance during the year ended October 31, 2007 was an increase of $5,425.
        In
        assessing the realizability of deferred tax assets, management considers
        whether
        it is more likely than not that some portion or all of the deferred income
        tax
        assets will not be realized. The ultimate realization of deferred income
        tax
        assets is dependent upon the generation of future taxable income during the
        periods in which those temporary differences become deductible. Management
        considers the scheduled reversal of deferred income tax liabilities, projected
        future taxable income, and tax planning strategies in making this assessment.
        Based on consideration of these items, management has determined that enough
        uncertainty exists relative to the realization of the deferred income tax
        asset
        balances to warrant the application of a full valuation allowance as of October
        31, 2007.





The
      actual tax benefit differs from the expected tax benefit for the years ended
      October 31, 2007 and 2006 (computed by applying the U.S. Federal Corporate
      tax
      rate of 34% to income before taxes and 4% for state income taxes, a blended
      rate
      of 36.64%) as follows:




**October
                  31,
                  2007**
              
              
              **October
                  31,
                  2006**Expected
                  tax expense (benefit) - Federal
              
              $
              (6,465
              )
              $
              (6,762
              )Expected
                  tax expense (benefit) - State
              
              
              (792
              )
              
              (829
              )Non-deductible
                  impairment loss
              
              
              1,832
              
              
              -Change
                  in valuation allowance
              
              
              5,425
              
              
              10,238Actual
                  tax expense (benefit)
              
              $
              -
              
              $
              -


11