**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**FORM
      10-Q**




(Mark
      One)


ý
            **QUARTERLY
                REPORT UNDER SECTION 13 OR 15(****d****)
                OF THE SECURITIES EXCHANGE ACT OF
                1934**


For
      the
      quarterly period ended: **SEPTEMBER
      30, 2008**





 ̈
            **TRANSITION
                REPORT UNDER 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 small business issuer as specified in its charter)





**New
                York**
            **20-1801142**(State
                or other jurisdiction of
            (IRS
                Employerincorporation
                or organization)
            Identification
                No.)





3405
      54th
      Drive West, Suite G102


Brandenton,
      FL 34210


(Address
      of principal executive offices)


(941)
      753-7303


(Issuer’s
      telephone number)




N/A


(Former
      name, former address and former fiscal year, if changed since last
      report)





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. ý Yes  ̈ No




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 file” and “smaller
      reporting company” in Rule 12b-2 of the Exchange Act.





Large
                accelerated filer ̈
            Accelerated
                filer ̈Non-accelerated
                filer ̈
            Smaller
                reporting(Do
                not check if a smaller reporting company)
            companyý




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










**APPLICABLE
      ONLY TO ISSUERS INVOLVED IN BANKRUPTCY**


**PROCEEDINGS
      DURING THE PRECEDING FIVE YEARS:**





Indicate
      by check mark whether the registrant has filed all documents and reports
      required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange
      Act
      of 1934 subsequent to the distribution of securities under a plan confirmed
      by a
      court.  ̈ Yes  ̈ No




**APPLICABLE
      ONLY TO CORPORATE ISSUERS**




As
      of November
      14 , 2008,
      the Company had outstanding 2,600,000 shares of Common Stock, par value $.0001
      per share.


-2-


**Seguso
      Holdings, Inc.**


**Quarterly
      Report on Form 10-Q**


**Period
      Ended September 30, 2008**




**Table
      of Contents**




PagePART
                I . FINANCIAL INFORMATIONItem
                1. Financial Statements:Balance
                Sheets as of September 30, 2008 (Unaudited) and December 31, 2007
                (Audited)
            4Statements
                of Operations for the three and nine months ended September 30, 2008
                and
                2007 andfor
                the period from Inception on October 21, 2004 through September 30,
                2008
                (Unaudited)
            5Statement
                of Stockholders’ Equity (Deficit) for the period fromInception
                on October 21, 2004 through September 30, 2008 (Unaudited)
            6Statements
                of Cash Flows for the nine months ended September 30, 2008 and
                2007and
                for the period from Inception on October 21, 2004 through September 30,
                2008 (Unaudited)
            7Notes
                to Financial Statements (Unaudited)
            8Item
                2. Management’s Discussion and Analysis of Financial Condition and Results
                of Operations
            10Item
                3. Quantitative and Qualitative Disclosures About Market
                Risk
            17Item
                4T. Controls and Procedures
            17PART
                II . OTHER INFORMATIONItem
                1. Legal Proceedings
            18Item
                1A. Risk Factors
            18Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            18Item
                3. Defaults Upon Senior Securities
            18Item
                4. Submission of Matters to a Vote of Security Holders
            18Item
                5. Other Information
            18Item
                6. Exhibits
            18SIGNATURES
            19EXHIBIT
                INDEX
            20


-3-




**PART
      1 – FINANCIAL INFORMATION**





**Item
      1. Financial Statements.**




**SEGUSO
      HOLDINGS, INC.**


(A
        Development Stage Company)
 Balance
        Sheets
 
 September 30,
              
              December 31,2008
              
              2007(Unaudited)ASSETSCURRENT
                  ASSETSCash
              
              $
              50,966
              
              $
              1,028Total
                  Current Assets
              
              
              50,966
              
              
              1,028TOTAL
                  ASSETS
              
              $
              50,966
              
              $
              1,028LIABILITIES
                  AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT
                  LIABILITIESAccrued
                  expenses
              
              $
              93,439
              
              $
              87,491Payable-related
                  party
              
              
              35,600
              
              
              12,600Total
                  Current Liabilities
              
              
              129,039
              
              
              100,091STOCKHOLDERS'
                  EQUITY (DEFICIT)Preferred
                  stock: $0.0001 par value;5,000,000
                  shares authorized; noshares
                  issued and outstanding
              
              
              -
              
              
              -Common
                  stock: $0.0001 par value;50,000,000
                  shares authorized; 2,600,000 and 2,000,000shares
                  issued and outstanding, respectively
              
              
              260
              
              
              200Additional
                  paid-in capital
              
              
              56,740
              
              
              1,800Accumulated
                  deficit
              
              
              (135,073
              )
              
              (101,063
              )Total
                  Stockholders' Equity (Deficit)
              
              
              (78,073
              )
              
              (99,063
              )TOTAL
                  LIABILITIES ANDSTOCKHOLDERS'
                  EQUITY (DEFICIT)
              
              $
              50,966
              
              $
              1,028
 
 The
        accompanying notes are an integral part of these financial
        statements.
  -4-
 
 **SEGUSO
        HOLDINGS, INC.**
 (A
        Development Stage Company)
 Statements
        of Operations
 (Unaudited)
 
 From InceptionFor the Three
              
              For the Three
              
              For the Nine
              
              For the Nine
              
              on October 21,Months Ended
              
              Months Ended
              
              Months Ended
              
              Months Ended
              
              2004 ThroughSeptember 30,
              
              September 30,
              
              September 30,
              
              September 30,
              
              September 30,2008
              
              2007
              
              2008
              
              2007
              
              2008REVENUES
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -COST
                  OF REVENUES
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -GROSS
                  MARGIN
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -OPERATING
                  EXPENSESGeneral
                  and administrative
              
              
              7,517
              
              
              25,818
              
              
              42,592
              
              
              60,893
              
              
              143,655Total
                  Operating Expenses
              
              
              7,517
              
              
              25,818
              
              
              42,592
              
              
              60,893
              
              
              143,655LOSS
                  FROM OPERATIONS
              
              
              (7,517
              )
              
              (25,818
              )
              
              (42,592
              )
              
              (60,893
              )
              
              (143,655
              )OTHER
                  INCOME (EXPENSE)Gain
                  on extinguishment of debt
              
              
              -
              
              
              -
              
              
              8,582
              
              
              -
              
              
              8,582LOSS
                  BEFORE INCOME TAXES
              
              
              (7,517
              )
              
              (25,818
              )
              
              (34,010
              )
              
              (60,893
              )
              
              (135,073
              )INCOME
                  TAX EXPENSE
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -NET
                  LOSS
              
              $
              (7,517
              )
              $
              (25,818
              )
              $
              (34,010
              )
              $
              (60,893
              )
              $
              (135,073
              )BASIC
                  LOSS PER SHARE
              
              $
              (0.00
              )
              $
              (0.01
              )
              $
              (0.02
              )
              $
              (0.03
              )WEIGHTED
                    AVERAGE NUMBEROF
                    SHARES OUTSTANDING
              
              
              2,000,000
              
              
              2,000,000
              
              
              2,000,000
              
              
              2,000,000
 
 The
        accompanying notes are a integral part of these financials
        statements.
 
 -5-
 
 **SEGUSO
        HOLDINGS, INC.**
 (A
        Development Stage Company)
 Statements
        of Stockholders' Equity (Deficit)
 (unaudited)
 
 AdditionalCommon
                  Stock
              
              Paid-In
              
              AccumulatedShares
              
              Amount
              
              Capital
              
              Deficit
              
              TotalBalance
                  at inception
              
              
              2,000,000
              
              $
              200
              
              $
              1,800
              
              $
              -
              
              $
              2,000Net
                  loss from inception throughyear
                  ended December 31, 2006
              
              
              -
              
              
              -
              
              
              -
              
              
              (26,372
              )
              
              (26,372
              )Balance,
                  December 31, 2006
              
              
              2,000,000
              
              
              200
              
              
              1,800
              
              
              (26,372
              )
              
              (24,372
              )Net
                  loss for the year endedDecember
                  31, 2007
              
              
              -
              
              
              -
              
              
              -
              
              
              (74,691
              )
              
              (74,691
              )Balance,
                  December 31, 2007
              
              
              2,000,000
              
              
              200
              
              
              1,800
              
              
              (101,063
              )
              
              (99,063
              )Common
                  stock issued for cash at$0.10
                  per share
              
              
              500,000
              
              
              50
              
              
              49,950
              
              
              -
              
              
              50,000Common
                  stock issued for services at$0.10
                  per share
              
              
              100,000
              
              
              10
              
              
              9,990
              
              
              -
              
              
              10,000Stock
                  offering costs paid
              
              
              -
              
              
              -
              
              
              (5,000
              )
              
              -
              
              
              (5,000
              )Net
                  loss for the nine months endedSeptember
                  30, 2008
              
              
              -
              
              
              -
              
              
              -
              
              
              (34,010
              )
              
              (34,010
              )Balance,
                  September 30, 2008
              
              
              2,600,000
              
              $
              260
              
              $
              56,740
              
              $
              (135,073
              )
              $
              (78,073
              )
  The
        accompanying notes are an integral part of these financial
        statements.
  -6-
 
 **SEGUSO
        HOLDINGS, INC.**
 (A
        Development Stage Company)
 Statements
        of Cash Flows
 (Unaudited)
 
 From InceptionFor the Nine
              
              For the Nine
              
              on October 21,Months Ended
              
              Months Ended
              
              2004 ThroughSeptember 30,
              
              September 30,
              
              September 30,2008
              
              2007
              
              2008OPERATING
                  ACTIVITIESNet
                  loss
              
              $
              (34,010
              )
              $
              (60,893
              )
              $
              (135,073
              )Adjustments
                  to reconcile net income tonet
                  cash provided by operating activities:Common
                  stock issued for services
              
              
              10,000
              
              
              -
              
              
              10,000Changes
                  in operating assetsand
                  liabilities:Increase
                  (decrease) inaccrued
                  expenses
              
              
              5,948
              
              
              53,773
              
              
              93,439Net
                  Cash Used byOperating
                  Activities
              
              
              (18,062
              )
              
              (7,120
              )
              
              (31,634
              )INVESTING
                  ACTIVITIES
              
              
              -
              
              
              -
              
              
              -FINANCING
                  ACTIVITIESAdvances
                  from stockholder
              
              
              23,000
              
              
              6,500
              
              
              35,600Net
                  proceeds from issuance of common stock
              
              
              45,000
              
              
              -
              
              
              47,000Net
                  Cash Provided byFinancing
                  Activities
              
              
              68,000
              
              
              6,500
              
              
              82,600NET
                  INCREASE (DECREASE) IN CASH
              
              
              49,938
              
              
              (620
              )
              
              50,966CASH
                  AT BEGINNING OF PERIOD
              
              
              1,028
              
              
              1,665
              
              
              -CASH
                  AT END OF PERIOD
              
              $
              50,966
              
              $
              1,045
              
              $
              50,966SUPPLIMENTAL
                  DISCLOSURES OFCASH
                  FLOW INFORMATIONCASH
                  PAID FOR:Interest
              
              $
              -
              
              $
              -
              
              $
              -Income
                  Taxes
              
              $
              -
              
              $
              -
              
              $
              -
 
 The
        accompanying notes are an integral part of these financial
        statements.
  -7-
 
 **SEGUSO
        HOLDINGS, INC.**
 Notes
        to
        Financial Statements
 September
        30, 2008 and December 31, 2007
 
 NOTE
        1 –
CONDENSED FINANCIAL STATEMENTS
 
 The
        accompanying financial statements have been prepared by the Company without
        audit. In the opinion of management, all adjustments (which include only
        normal
        recurring adjustments) necessary to present fairly the financial position,
        results of operations, and cash flows at September 30, 2008 and for all periods
        presented herein, have been made.
 
 Certain
        information and footnote disclosures normally included in financial statements
        prepared in accordance with accounting principles generally accepted in the
        United States of America have been condensed or omitted. It is suggested
        that
        these condensed financial statements be read in conjunction with the financial
        statements and notes thereto included in the Company’s December 31, 2007 audited
        financial statements. The results of operations for the periods ended September
        30, 2008 and 2007 are not necessarily indicative of the operating results
        for
        the full years.
 
 NOTE
        2 -
        GOING CONCERN
 
 The
        Company’s financial statements are prepared using generally accepted accounting
        principles in the United States of America applicable to a going concern
        which
        contemplates the realization of assets and liquidation of liabilities in
        the
        normal course of business. The Company has not yet established an ongoing
        source
        of revenues sufficient to cover its operating costs and allow it to continue
        as
        a going concern. The ability of the Company to continue as a going concern
        is
        dependent on the Company obtaining adequate capital to fund operating losses
        until it becomes profitable. If the Company is unable to obtain adequate
        capital, it could be forced to cease operations.
 
 In
        order
        to continue as a going concern, the Company will need, among other things,
        additional capital resources. Management’s plan is to obtain such resources for
        the Company by obtaining capital from management and significant shareholders
        sufficient to meet its minimal operating expenses and seeking equity and/or
        debt
        financing. However management cannot provide any assurances that the Company
        will be successful in accomplishing any of its plans.
 
 The
        ability of the Company to continue as a going concern is dependent upon its
        ability to successfully accomplish the plans described in the preceding
        paragraph and eventually secure other sources of financing and attain profitable
        operations. The accompanying financial statements do not include any adjustments
        that might be necessary if the Company is unable to continue as a going
        concern.
  -8-
  NOTE
        3 –
RELATED PARTY NOTE PAYABLE
 
 On
        July
        28, 2008, the Company was advanced $10,000 from its controlling shareholder
        pursuant to the Letter Agreement dated September 1, 2007 (the “Third Advance”),
        providing for such controlling shareholder’s agreement to loan the Company up to
        $74,000. The advance is consistent with the terms of the Third Advance and
        is
        non interest bearing, unsecured and due upon the earlier of 18 months from
        the
        effective date of the Company’s registration statement, which was declared
        effective on October 26, 2007, or upon completion of the Company’s business
        combination.
  -9-




**Item
      2. 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.




The
      Company




Seguso
      Holdings, Inc., a New York corporation (the "Company"), is in the development
      stage and is a "blank check" company that was organized to obtain funding from
      subscribers to pay certain offering expenses and to provide a public vehicle
      for
      effecting a business combination with a private company with growth potential.





On
      April
      23, 2008, the Company completed its initial public offering (the “Offering”)
      under Rule 419 of the Securities Act of 1933, as amended, pursuant to a
      Registration Statement (Commission File Number: 333-122697) declared effective
      by the Securities and Exchange Commission on October 26, 2007 (the “Registration
      Statement”). In the Offering, the Company sold 500,000 shares of its common
      stock, $.0001 par value, at a price of $.10 per share, resulting in aggregate
      gross proceeds of $50,000. Except for ten percent (10%) of the deposited funds
      (or $5,000), which amount was released to the Company upon completion of the
      Offering pursuant to Rule 419(b)(2)(vi) to pay for certain offering expenses,
      the deposited funds and the securities to be issued to subscribers were placed
      in escrow (non-interest bearing, with respect to the escrowed funds) and may
      not
      be released to the Company until an acquisition meeting certain specified
      criteria has been made within 18 months of the effective date of the
      Registration Statement and a sufficient number of subscribers reconfirm their
      investment in accordance with the procedures set forth in Rule 419 (the
      "Reconfirmation Offering"). In the event such a business combination and
      Reconfirmation Offering cannot be effected within such timeframe, the remaining
      escrowed funds shall be returned to the subscribers without
      interest.


-10-





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 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.




·
            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.




-11-




·
            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.




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 the “Liquidity and Capital
      Resources” section, 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 September 30, 2008. During the nine months ended September
      30,
      2008, the Company did have a gain on extinguishment of debt from a negotiated
      settlement of $8,582 which occurred in the second quarter. The $8,582 resulted
      from a negotiated settlement with the Company’s former auditors, whereby the
      Company paid $10,000 on the amount of fees due, resulting in a savings to the
      Company of $8,582.





In
      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. In 2007, Mr.
      Seguso agreed to loan the Company a total of $6,500 to cover accrued expenses
      (the “Second Advance”) pursuant to the letter agreement, dated as of April 1,
      2007. Also in 2007, Mr. Seguso agreed to loan the Company up to $74,000 to
      cover
      accrued expenses (the “Third Advance”) pursuant to the letter agreement, dated
      September 1, 2007, under which Mr. Seguso advanced $23,000 during the nine
      months ended September 30, 2008, which amount includes $10,000 which was
      advanced by Mr. Seguso on July 28, 2008 under the Third Advance. The First
      Advance, Second Advance ,
      and
      Third Advance (including amounts that may be advanced thereunder) are collectively referred
      to
      as the “Advances.”





A
      copy of
      the letter agreement relating to the First Advance has been filed as Exhibit
      10.2 to the Company’s Registration Statement on Form SB-2 filed on February 9,
      2007. A copy of the letter agreement relating to the Second Advance has been
      filed Exhibit 10.4 to the Company’s Registration Statement on Form SB-2 filed on
      July 27, 2007. A copy of the letter agreement relating to the Third Advance
      has
      been filed as Exhibit 10.5 to the Company’s Registration Statement on Form SB-2
      filed on October 4, 2007. Each
      letter agreement provides that the Advance to which it relates is due upon
      the
      earlier of 18 months from the effective date of the Company’s Registration
      Statement (which date is April 26, 2009), or upon completion of a business
      combination. If at the time of any business combination, the amount due to
      Mr.
      Seguso exceeds the $50,000 of gross proceeds of the Company’s initial public
      offering, such excess amount will be returned to Mr. Seguso as a condition
      of
      the business combination. None of the letter agreements provide for the accrual
      or payment of interest with respect to the Advances. As of September 30, 2008,
      a
      total of $35,600 had been provided by Mr. Seguso under the Advances .




-12-


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 Advances and any
      Additional Funds shall be used by the Company to cover (i) offering expenses
      and
      (ii) the Company’s operating expenses. The Company expects that its future
      operating expenses will be comprised primarily of legal and accounting services
      performed in connection with the Company’s ongoing SEC reporting requirements,
      as well as potential fees and expenses of Meyers Associates in connection with
      the evaluation of and negotiation with potential business candidates. 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.





As
      more
      fully set forth below, on April 23, 2008 the Company completed the Offering
      under Rule 419 of the Securities Act of 1933, as amended, pursuant to which
      the
      Company sold a total of 500,000 shares of the Company’s common stock, par value
      $.0001 per share for an aggregate purchase price of $50,000. Upon the completion
      of the Offering, $5,000 (or ten percent) of the $50,000 gross proceeds were
      released to the Company pursuant to Rule 419(b)(2)(vi) to pay for certain
      offering expenses. The remaining $45,000 of net proceeds of the Offering and
      the
      securities issued to subscribers were placed in escrow (non-interest bearing,
      with respect to the escrowed funds) and may not be released to the Company
      until
      an acquisition meeting certain specified criteria has been made within 18 months
      of the effective date of the Registration Statement and a sufficient number
      of
      subscribers reconfirm their investment in accordance with the procedures set
      forth in Rule 419 (the "Reconfirmation Offering"). The release from escrow
      of
      the $45,000 of net proceeds of the Offering would have a material effect on
      the
      Company’s cash position; however, there can be no assurance that the conditions
      to such release will be satisfied or that the escrowed funds will be released
      to
      the Company as opposed to being returned to subscribers.




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 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.


-13-


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.





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 of Financial Condition 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 September 30, 2008, and for all periods before,
      the Company had no dilutive common equivalent shares.




-14-


**Results
      of Operations For The Three Months Ended September 30, 2008 As Compared To
      The
      Three Months Ended September 30, 2007**





*Revenues.* The
      Company did not have any business operations or revenues from operations during
      the three months ended September 30, 2008 and 2007, respectively.





*Operating
      expenses.* We have
      incurred general and administrative expenses of $7,517 for the three months
      ended September 30, 2008 and $25,818 for the three months ended September 30,
      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. The
      decrease in expenses resulted from the Company’s registration statement being
      declared effective by the Commission in October 2007, and not having that
      expense in the period covered by this report.





*Net
      loss.* Net
      loss
      was $7,517 or $(0.00) per share for the three months ended September 30, 2008,
      and $25,818 or $(0.01) per share for the three months ended September 30, 2007.





**Results
      of Operations For The Nine Months Ended September 30, 2008 As Compared To The
      Nine Months Ended September 30, 2007**





*Revenues.* The
      Company did not have any business operations or revenues from operations during
      the nine months ended September 30, 2008 and 2007, respectively. We had a gain
      from extinguishment of debt of $8,582 during the nine months ended September
      30,
      2008; however, this gain was due to savings recognized in connection with our
      negotiated settlement with the Company’s former auditors regarding its
      fees.





*Operating
      expenses.* We have
      incurred general and administrative expenses of $45,592 for the nine months
      ended September 30, 2008 and $60,893 for the nine months ended September 30,
      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. The
      decrease resulted from the Company not having any further expenses for its
      registration statement declared effective in October 2007.





*Net
      loss.* Net
      loss
      was $34,010 or $(0.02) per share for the nine months ended September 30, 2008,
      and $60,893 or $(0.03) per share for the nine months ended September 30, 2007.





**Material
      Changes in Financial Condition, Liquidity and Capital Resources As of September
      30, 2008 as compared with December 31, 2007**





The
      Company had cash of $50,966 as of September 30, 2008, as compared to $1,028
      as
      of December 31, 2007. The Company had an accumulated stockholders’ deficit of
      $135,073 as of September 30, 2008, as compared to $101,063 as of December 31,
      2007. The increase in accumulated deficit primarily reflects an increase in
      paid
      in capital of $54,940 as a result of the Offering, an increase of $23,000 in
      loan amounts due to Mr. Seguso, which amount was provided under the Third
      Advance, and an increase in accrued expenses of $5,948 from December 31, 2007.
      Loan amounts due to Mr. Seguso increased from $12,600 as of December 31, 2007
      to
      $35,600 as September 30, 2008, of which amount $10,000 was advanced by Mr.
      Seguso under the Third Advance during the quarter ended September 30, 2008.




-15-


Net
      cash
      used in operating activities was $18,062 and $7,120 for the nine months ended
      September 30, 2008 and 2007, respectively, and $31,634 for the period from
      inception on October 21, 2004 through September 30, 2008.





Net
      cash
      provided by financing activities was $68,000 and $6,500 as of September 30,
      2008
      and September 30, 2007, respectively, representing advances from Mr. Seguso
      of
      $23,000 under the Third Advance and $6,500 under the Second Advance for the
      nine
      months ended September 30, 2008 and 2007, respectively, as well as net proceed
      of $45,000 from the issuance of Common Stock in connection with the Offering
      during the nine months ended September 30, 2008 (which amounts remain held
      in
      escrow pursuant to Rule 419). From the Company’s inception through September 30,
      2008, the Company has received an aggregate of $35,600 of proceeds of loans
      from
      Mr. Seguso, none have been repaid as of September 30, 2008.





The
      Company had a cash balance of $50,966 as of September 30, 2008, which
      represented a increase of $49,938 from the cash balance of $1,028 as of December
      31, 2007 due to the receipt of net proceeds from the Offering (which are held
      in
      escrow in accordance with Rule 419).





On
      April
      23, 2008, the Company completed the Offering under Rule 419 of the Securities
      Act of 1933, as amended, pursuant to a Registration Statement (Commission File
      Number: 333-122697) declared effective by the Securities and Exchange Commission
      on October 26, 2007.




Pursuant
      to the Offering, the Company sold a total of 500,000 shares of the Company’s
      common stock, par value $.0001 per share for an aggregate purchase price of
      $50,000. Upon the completion of the Offering, $5,000 (or ten percent) of the
      gross proceeds of the Offering were released to the Company pursuant to Rule
      419(b)(2)(vi) to pay for certain offering expenses. The balance of the proceeds
      of the Offering and the securities issued to subscribers were placed in escrow
      (non-interest bearing, with respect to the escrowed funds) and may not be
      released to the Company until an acquisition meeting certain specified criteria
      has been made within 18 months of the effective date of the Registration
      Statement and a sufficient number of subscribers reconfirm their investment
      in
      accordance with the procedures set forth in Rule 419 (the "Reconfirmation
      Offering"). In the event such a business combination and Reconfirmation Offering
      cannot be effected within such timeframe, the remaining escrowed funds shall
      be
      returned to the subscribers without interest.




As
      of
      June 4, 2008, the Company issued 100,000 shares of its common stock to the
      law
      firm of Phillips Nizer LLP, in consideration for such law firm’s forbearance
      with respect to unpaid amounts owed to it for services previously rendered
      to
      the Company. Accordingly, no cash proceeds were received by the Company in
      connection with such issuance.




The
      release from escrow of the $45,000 of proceeds of the Offering would have a
      material effect on the Company’s cash position; however, there can be no
      assurance that the conditions to such release will be satisfied or that the
      escrowed funds will be released to the Company as opposed to being returned
      to
      subscribers.




-16-


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 ability to continue as a going concern is
      questioned in Note 2 **** to
      the
      Financial Statements included in Part I of this quarterly report.





The
      Company's future liquidity and cash requirements will depend on a wide range
      of
      factors, including the Company’s ability to consummate an acquisition of an
      operating business or businesses and the Company’s ability to raise capital or
      obtain additional financing, if necessary. There can be no assurance that the
      Company will be able to consummate an acquisition of an operating business
      or
      that capital or additional financing will be available to the Company in amounts
      and on terms acceptable to the Company.




**Item
      3. Quantitative and Qualitative Disclosures About Market
      Risk.**





In
      accordance with the provision of Item 305 of Regulation S-K, the Company, as
      a
      smaller reporting company, is not required to make disclosure under this
      item.




**Item
      4T. Controls and Procedures.**





Evaluation
      of Disclosure Controls and Procedures





An
      evaluation of the effectiveness of our disclosure controls and procedures,
      as
      such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under
      the Exchange Act, as of September 30, 2008 was made under the supervision and
      with the participation of our management, including our Principal Executive
      Officer and Principal Financial Officer. Based on that evaluation, our Principal
      Executive Officer and Principal Financial Officer 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 and that our disclosure and controls are designed
      to
      ensure that information required to be disclosed by us in the reports that
      we
      file or submit under the Exchange Act is accumulated and communicated to our
      management, including our principal executive officer and principal financial
      officer, or persons performing similar functions, as appropriate to allow timely
      decisions regarding required disclosure.





Changes
      In Internal Control Over Financial Reporting





There
      were no changes (including corrective actions with regard to significant
      deficiencies or material weaknesses) in our internal controls over financial
      reporting that occurred during the period ended September 30, 2008 that has
      materially affected, or is reasonably likely to materially affect, our internal
      control over financial reporting.




-17-


**PART
      II – OTHER INFORMATION**





**Item
      1. Legal Proceedings.**





In
      the
      ordinary course of business, the Company may be involved in legal proceedings
      from time to time. As of the date of this quarterly report on Form 10-Q, we
      are
      not a party to any legal proceedings.




**Item
      1A. Risk Factors.**





In
      accordance with the requirements of Form 10-Q, the Company, as a smaller
      reporting company, is not required to make disclosure under this
      item.





**Item
      2. Unregistered Sales of Equity Securities and Use of
      Proceeds.**





None.




**Item
      3. Defaults Upon Senior Securities.**





None.




**Item
      4. Submission of Matters to a Vote of Security Holders.**





None.




**Item
      5. Other Information.**





None.





**Item
      6. Exhibits.**





Set
      forth
      below is a list of the exhibits to this report.





**Exhibit**
              **Number**
            
            **Description***31.1
            
            Certification
                of Chief Executive Officer and Chief Financial Officer pursuant to
                Rule
                13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended,
                as
                adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
                2002.*32.1
            
            Certification
                of Chief Executive Officer and Chief Financial Officer pursuant to
                Rule
                13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934,
                as
                amended, and 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002


*
      Filed
      herewith.


-18-





**SIGNATURE**




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




SEGUSO
                HOLDINGS, INC.November
                14, 2008
            By:
            /s/
              Robert SegusoRobert
                SegusoPresident,
                Chief Executive Officer
              and
                Chief Financial Officer


-19-


**INDEX
      TO EXHIBITS**


**Exhibit**
              **Number**
            
            **Description**31.1
            
            Certification
                of Chief Executive Officer and Chief Financial Officer pursuant to
                Rule
                13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended,
                as
                adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
                2002.32.1
            
            Certification
                of Chief Executive Officer and Chief Financial Officer pursuant to
                Rule
                13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934,
                as
                amended, and 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002




-20-