U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM - 10QSB/A
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 2007
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the transition period from _____________________
Commission File No.
Sekoya Holdings Ltd.
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(Name of small business issuer in its charter)
| Nevada | N/A |
| (State of Incorporation) | (I.R.S. Employer Identification No.) |
Suite 366-916 West Broadway, Vancouver, B.C. V5Z 1K7
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(Address of principal executive offices)
604-269-6622
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(Registrant's telephone number, including area code)
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(Former name, address and fiscal year, if changed since last report)
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 the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ x ] No [ ]
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes [ ] No [ x ]
The number of shares of the registrant's common stock, par value $0.001 per share, outstanding as of July 31, 2007 was 6,055,000.
Transitional Small Business Disclosure Format (Check One): Yes [ ] No [ x ]
1
Sekoya Holdings Ltd.
Table of Contents
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Balance Sheet as of July 31, 2007 (Unaudited) and October 31, 2006 (Audited).................................................................................4
Statement of Operations for three months ended July 31, 2007 (Unaudited) and fiscal period ended October 31, 2006 (Audited).........5
Statement of Cash Flows for three months ended July 31, 2007 (Unaudited) and fiscal period ended October 31, 2006 (Audited)........6
Notes to Financial Statements....................................................................................................................................................................7
Item 2. Management's Discussion and Analysis or Plan of Operations...................................................................................................................13
Item 3. Controls and Procedures...........................................................................................................................................................................15
Part II - OTHER INFORMATION.........................................................................................................................................................................17
2
Part I - FINANCIAL INFORMATION
Sekoya Holdings Ltd.
Balance Sheet
(A Development Stage Company)
(Expressed in US Dollars)
(Unaudited Prepared by Management)
July 31 October 31 2007 2006 (Unaudited - Prepared by Management) (Audited) ASSETS
Current Assets Cash 300 275 Total Current Assets 300 275 Website Development Costs (See Note 4) 5,000 5,000 TOTAL ASSETS 5,300 5,275 LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities Accounts Payable and Accrued Liabilities 25,001 19,800 Shareholder Loan 13,529
6,929
Total Liabilities 38,530
26,729
SHAREHOLDER'S EQUITY
Share Capital (Note 5) 25,000 25,000 Deficit (58,230) (46,454) Total shareholders equity (33,229) (21,454) TOTAL LIABILITIES & STOCKHOLDERS' EQUITY 5,300 5,275 Approved by the Director "Shirley Wong" Director
See Accompanying Notes
Sekoya Holdings Ltd.
Statement of Operations
(A Development Stage Company)
(Expressed in US Dollars)
|
| Inception | |
|
| Date of | |
| Three Months | Three Months | May 19, |
| Ended | Ended | 2005 to |
| July 31, 2007 | July 31, 2006 | October 31, 2006 |
| (Unaudited - Prepared by Management) | (Unaudited - Prepared by Management) | (Audited) | |
| $ | $ | $ | |
|
| ||
General and Administrative Expenses |
|
| |
| Consulting and Professional fees | - | 3,835 | 31,535 |
| Filing Costs | 325 | 289 | 14,000 |
| Facilities costs | 3,000 | - | 1,789 |
| Bank charges and Interest | 33 | 84 | 330 |
| Loss and Deficit | (3,358) | (4,208) | (46,454) |
| Deficit - Beginning of Period | 54,872 | 3,376 | |
| Deficit - End of Period | 58,230 | 7,584 | |
Basic and Diluted Loss Per Share | (0.001) | (0.001) | |
| Weighted average number of shares | 6,055,000 | 6,055,000 | |
Outstanding (Basic and diluted) |
|
|
See Accompany Notes
Sekoya Holdings Ltd.
Statement of Cash Flows
(A Development Stage Company)
(Expressed in US Dollars)
|
| Inception | |
|
| Date of | |
| Three Months | Three Months | May 19, |
| Ended | Ended | 2005 to |
| July 31, 2007 | July 31, 2006 | October 31, 2006 |
| (Unaudited - Prepared by Management) | (Unaudited - Prepared by Management) | (Audited) | |
| $ | $ | $ |
Cash Provided by (Used for) |
|
| |
Operating Activities |
|
| |
Net Profit (Loss) For the Period | (3,358) | (4,208) | (46,454) |
| Changes in non-working capital items | |||
Accounts Payable and Accrued Liabilities | - | - | 19,800 |
| Prepaid Expenses | 3,000 | - | (5,000) |
| (358) | (4,208) | (31,654) |
Financing Activities | |||
Issuance of share capital | 25,000 | ||
Shareholder Loan | 600 | 2,000 | 6,929 |
| 31,929 | |||
Cash increase (decrease) in cash | 242 | (2,208) | 275 |
| Cash and Cash Equivalents, Beginning | 58 | 2,215 | - |
| Cash and Cash Equivalents, Ending | 300 | 7 | 275 |
See accompanying notes
Sekoya Holdings Ltd.
Notes to Financial Statements
For the Three Months Ended July 31, 2007
(A DEVELOPMENT STAGE COMPANY)
(UNAUDITED - PREPARED BY MANAGEMENT)
Note 1. INCORPORATION AND OPERATING ACTIVITIES
Sekoya Holdings Ltd. was incorporated on 19 May 2005, under the laws of the State of Nevada, U.S.A. Operations, as a development stage company started on that date, i.e., 19 May 2005.
At the period end, the Company is in the process of developing an online payment system for use in the Chinese online community.
These financial statements have been prepared on a going concern basis. The Company has accumulated a deficit of $58,230 since inception and has yet to achieve profitable operations and further losses are anticipated in the development of its business, raising substantial doubt about the Company's ability to continue as a going concern. Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain necessary financing to meet its obligations and repay its liabilities arising form normal business operations when they come due. Management plans to continue to provide for its working capital needs by seeking loans from its shareholders. These financial statements do not include any adjustments to the recoverability and classification of assets, or the amount of classification of liabilities that may be necessary should the Company be unable to continue as a going concern.
Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a) Foreign Currency Translation
Monetary assets and liabilities denominated in foreign currencies are translated into USA dollars at the period end exchange rate, non‑monetary assets are translated at historical exchange rates and all income and expenses are translated at average exchange rates prevailing during the period. Foreign currency translation adjustments are included in income.
b) Loss Per Share
Loss per share has been calculated based on the weighted average number of shares outstanding.
c) Fair Value of Financial Instruments
The respective carrying value of certain on‑balance sheet financial instruments approximate their fair values. These financial statements include cash, receivables, advances receivable, cheques issued in excess of cash, accounts payable and property obligations payable. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. Unless otherwise noted, fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximate fair values or they are receivable or payable on demand.
d) Use of Estimates
The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from these estimates.
e) Reporting on the costs of start-up activities
Statement of Position 98‑5 (SOP 98‑5), "Reporting on the Costs of Start‑Up Activities," which provides guidance on the financial reporting of start‑up costs and organizational costs, to be expensed as incurred. SOP 98‑5 is effective for fiscal years beginning after 15 December 1998. With the adoption of SOP 98‑5, there has been little or no effect on the Company's financial statements.
f) Future Income Taxes
The company recognizes income taxes using an asset and liability approach. Future income tax assets and liabilities are computed annually for differences between the financial statements and bases using enacted tax laws and rates applicable to the periods in which the differences are expressed to affect taxable income.
g) Year End
The Company has adopted 31 October as its fiscal year end.
Note 3. GOING CONCERN
The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has not commenced its planned principal operations and has generated no revenues. In order to obtain the necessary capital, the Company is in the process of raising funds from private placement subscriptions. The Company is dependent upon its ability to secure equity and/or debt financing and there are no assurances that the Company will be successful, without sufficient financing it would be unlikely for the Company to continue as a going concern.
The officer and director is involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.
Note 4. WEBSITE DEVELOPMENT
The Company adopted EITF 00-2, "Accounting for Website Development Costs", which specifies the appropriate accounting for costs incurred in connection with the development and maintenance of websites. Under the EITF 00-2, website development costs are capitalized when acquired and installed, and are being amortized over its estimated useful life. For the period ended 31 October 2006, the Company accrued $5000 website development cost and has not recorded an amortization of the website development costs as the initial installation of the website has not yet completed as at July 31, 2007.
Note 5. RELATED PARTY TRANSACTIONS
During the fiscal period ended 31 October 2006, the Company received $6,929 of shareholder loans from the director of the Company. The loan is unsecured, non-interest bearing and with no specific terms of repayment.
During the three months ended 31 January 2007, the Company received $6,000 of shareholder loans from the director of the Company. The loan is unsecured, non-interest bearing and with no specific terms of repayment.
During the three months ended 31 July 2007, the Company received $600 of shareholder loans from the director of the Company. The loan is unsecured, non-interest bearing and with no specific terms of repayment.
Note 6. SHARE CAPITAL
Authorized ‑ 100,000,000 common shares with a par value of $0.001 per share
Issued ‑ 6,055,000 shares have been subscribed to, and which have not yet been certificated. However, the By‑Laws of the company treat uncertificated shares as if the shares were certificated. Accordingly, uncertificated shares subscribed to have the same rights as those share which have been certificated.
Note 7. SUBSEQUENT EVENTS
Sekoya Holdings Ltd.(Sekoya) and MyECheck, Inc. (MEC), a private Delaware corporation, have entered into an Acquisition and Share Exchange Agreement which, subject to regulatory approval and other closing conditions, provides for the acquisition of all of the issued and outstanding shares and rights to purchase shares of MEC by Sekoya, resulting in MEC becoming a wholly owned subsidiary of Sekoya . Upon closing of the transaction, MEC shareholders will be issued common shares in the capital stock of Sekoya, equal to 60% of the issued and outstanding shares of Sekoya. Sekoya shareholders would retain shares equal to 40% of the final issued and outstanding shares of Sekoya. Upon completion of the transaction , Sekoya will change its name to MyECheck Inc., The management of MyECheck Inc., will remain the same as the current management of MEC and the members of the Board of Directors of MEC will constitute the majority of the Board of Directors of the combined entity. MEC and Sekoya are both engaged in the payment processing business with MEC having developed and implemented a patent pending process that enables consumers and businesses to purchase online, using checks as the preferred payment instrument.
Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations
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.
Caution about Forward-Looking Statements
This management's discussion and analysis or plan of operation should be read in conjunction with the financial statements and notes thereto of the Company for the quarter ended July 31, 2007. Because of the nature of a relatively new and growing company the reported results will not necessarily reflect the future.
This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this prospectus. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
Overview
Sekoya Holdings Ltd. ("Sekoya") intends to commence operations as an E-commerce company which will offer a type of internet payment network for the Asian market. Our concept is to offer a pre-paid cash cards, similar to that of a long distance phone card, which consumers will be able to use to make purchases on the internet with. Consumers will be able to purchase these pre-paid cash cards in various denominations with cash, at local brick and mortar retailers, such as convenient stores or department stores. The initial country we plan to introduce our product to is China. We currently have signed a contract with a programmer to create and develop the initial phase of our website, icash.com.cn.
Results of OperationsSekoya has not generated any revenue for the quarter ended July 31, 2007.
The Company experienced general and administration expenses of $3,358 for the quarter ended July 31, 2007, compared to $4,208 for the quarter ended July 31, 2006. The majority of these expenses were related to paying for the Company's rent for office space and professional expenses related to transfer agent fees. The Company is continuing its efforts to raise additional capital in order to proceed with the Company's business plan. Management foresees that the Company will be unable to proceed further with its intended business without additional outside financing. As of the date of this filing, the Company has been unsuccessful in generating interest from any financiers.
For the quarter ended July 31, 2007, the company experienced a net loss for the quarter ended July 31, 2007 of $3,358 compared to a net loss for quarter ended July 31, 2007 of $4,208.
Liquidity and Capital ResourcesDuring the three month period ended July 31, 2007, the Company satisfied its working capital needs by cash received from a shareholder loan made by the Company's president. 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.
Item 3. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures.
Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicated to management, as appropriate, to allow timely decisions regarding required disclosure. Our current principal executive officer, who is also our principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the quarterly period covered by this report pursuant to Rule 15d-15(b) promulgated under the Exchange Act. Based upon that evaluation, our principal executive and financial officer has concluded that our disclosure controls and procedures were effective in alerting management in a timely fashion to all material information required to be included in our periodic filings with the Commission.
(b) Changes in Internal Controls.
There were no significant changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
PART II: OTHER INFORMATION
Items 1, 2, 3, 4 , and 5 are inapplicable.
Item 6: Exhibits
(a) The following exhibit is filed as part of this report:
31.1 Certification of Chief Executive Officer and Chief Financial Officer of Periodic Report pursuant to Rule 13a-14a and Rule 15d-14(a).
32.1 Certification of Chief Financial Officer and Chief Executive Officer of pursuant of Section 1350.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. December 10, 2007
| December 10, 2007 | /s/ "Shirley Wong" |
| Ms. Shirley Wong, President |
