UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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SEQUOIA-LEGATO, INCORPORATED
(Name of small business issuer in its charter)

Nevada 6199 20-8149075
- ---------------------------- ---------------------------- ----------------
(State or other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Classification Code Number) Identification No.)
Organization)

1761 Vesper Lane, Suite 10
Carlsbad, California 92011
(760) 613-0955
----------------------------------------------------
(address and telephone number of principal executive
Offices and principal place of business)

Acorn Corporate Services, Inc.
3225 McLeod Drive, Suite 110
Las Vegas, Nevada 89121
(800) 266-1296
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(name, address and telephone number of agent for service)

Approximate date of proposed sale to the public: From time to time after this
Registration Statement becomes effective.

If any securities being registered on this Form are to be offered on a delayed
or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: |X|

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|

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

Large Accelerated Filer |_| Accelerated Filer |_|
Non-Accelerated Filer |_| Smaller reporting Company |X|

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

CALCULATION OF REGISTRATION FEE

Title of Each Class Amount To Be Proposed Maximum Proposed Maximum Amount of
of Securities to be Registered Offering Price Aggregate Offering Registration Fee
Registered Per Unit Price (1)

Common Stock par 1,720,000 $1.00 $1,720,000 $67.60
value $0.001 (2)

Total 1,720,000 $1.00 $1,720,000 $67.60

(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(o) under the Securities Act of 1933, as amended.

(2) 1,720,000 shares of common stock relate to the Resale Offering by forty-five
(45) selling security holders. This includes 1,090,000 shares beneficially owned
by our current officers, directors and affiliated persons.

PRELIMINARY PROSPECTUS
DATED March 6, 2008

The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and we are not soliciting offers to buy these
securities in any state where the offer or sale is not permitted.

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SEQUOIA-LEGATO, INCORPORATED
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The Securities Being Offered by Sequoia-Legato,
Incorporated Are Shares of Common Stock

Shares offered by Security Holders: No Minimum - 1,720,000 Maximum

This prospectus relates to 1,720,000 shares of which are owned as of March 6,
2008 and being offered in the Resale Offering, by the security holders named in
this prospectus under the caption "Selling Security Holders." The selling
security holders may use the services of participating brokers/dealers licensed
by the National Association of Securities Dealers, Inc., each of which will
receive a commission from the shares offered and sold by such participating
broker/dealer. Both Affiliated and non-affiliated selling security holders must
sell their shares at the fixed price of $1.00 per share. Our selling security
holders are underwriters as defined in the Securities Act of 1933.

Should we change the offering price of our stock, we will file an amendment to
this registration statement reflecting our new offering price. Our common stock
is presently not traded on any market or securities exchange. There are no
arrangements to place the funds raised in an escrow, trust or similar account.

The purchasers of common stock in this offering may be receiving an illiquid
security.
We will not receive any proceeds from the resale of shares of common stock by
the selling shareholders. We will incur all costs associated with this
registration statement and prospectus. Sequoia-Legato, Incorporated is a
development stage, start-up company and currently only has organizational
activities. Any investment in the shares offered herein involves a high degree
of risk. You should only purchase shares if you can afford a complete loss of
your investment.

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Our common stock is not currently listed or quoted on any quotation medium and
involves a high degree of risk. You should read the "RISK FACTORS" section
beginning on page 2 before you decide to purchase any of our common stock.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE COMMISSION HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR
ACCURACY OF THIS PROSPECTUS. NOR HAVE THEY MADE, NOR WILL THEY MAKE, ANY
DETERMINATION AS TO WHETHER ANYONE SHOULD BUY THESE SECURITIES. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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Per Share Total
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Price to Public, Resale Offering $1.00 $1,720,000.00

Underwriting Discounts and Commissions, Resale Offering -0- -0-

Proceeds to Sequoia-Legato, Incorporated -0- -0-

The date of this prospectus is March 6, 2008

TABLE OF CONTENTS

PART I 1

PROSPECTUS SUMMARY 1

RISK FACTORS 2

A NOTE CONCERNING FORWARD-LOOKING STATEMENTS 5

USE OF PROCEEDS 6

DETERMINATION OF OFFERING PRICE 6

DILUTION 6

SELLING SECURITY HOLDERS 6

PLAN OF DISTRIBUTION 8

IMPACT OF THE "PENNY STOCK" RULES ON BUYING OR SELLING OUR COMMON STOCK 10

DESCRIPTION OF SECURITIES 10

INTEREST OF NAMED EXPERTS AND COUNSEL 11

DESCRIPTION OF BUSINESS 11

DESCRIPTION OF PROPERTY 15

LEGAL PROCEEDINGS 15

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 15

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 16

Our Business 16

Results of Operations 21

Liquidity & Capital Resources 21

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE 24

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS 25

EXECUTIVE COMPENSATION 26

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 27

ORGANIZATION WITHIN LAST FIVE YEARS 28

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 29

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES 29

FINANCIAL STATEMENTS F-1

PART II II-1

INFORMATION NOT REQUIRED IN THE PROSPECTUS II-1

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION II-1

INDEMNIFICATION OF DIRECTORS AND OFFICERS II-1

RECENT SALES OF UNREGISTERED SECURITIES II-1

INDEX OF EXHIBITS AND FINANCIAL STATEMENTS II-3

UNDERTAKINGS II-4

SIGNATURES II-5

PART I

PROSPECTUS SUMMARY

This summary highlights certain information contained elsewhere in this
prospectus. You should read the following summary together with the more
detailed information regarding Sequoia-Legato, Incorporated ("Us," "We," "Our,"
"Sequoia," "SLI," the "Company," or "the Corporation") and our financial
statements and the related notes appearing elsewhere in this prospectus.

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The Corporation
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Our Business: The Company is a diversified holdings company which
was formed to originate, fund and source funding for
asset-based transactions in the private market. The Company
intends to acquire and provide funding and insurance to its
target companies in the currently underserved $10,000,000 to
$100,000,000 asset finance market. The Company intends to
provide economical and efficient use of capital while
providing a valuable opportunity of loans to and or investment
in small and medium sized businesses by providing asset-based
funding against marketable "income producing and insurable"
assets. Our funding will enable our businesses to compete more
effectively, improve operations and increase property value.
Although we are a company in its development stage, we have a
specific business plan to originate, fund and source funding
for asset-based transactions in the private market. We do not
consider ourselves a blank check company for the above reasons
as well as the fact that we have no preliminary agreements or
understandings to enter into a business combination with
another company nor plans to engage in a merger with an
unidentified company. From November 2006 we have been
investigating costs, contemplating website design and
templates and products and constructing our intended website.

Our State of We were incorporated in Nevada on November 27, 2006, as
Organization: Sequoia-Legato, Incorporated. Our principal executive offices
are located at 1761 Vesper Lane, Suite 10, Carlsbad,
California 92011. Our phone number is (760) 613-0955.

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The Offering
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Number of Shares The selling security holders may sell up to 1,720,000 shares
Being Offered: of common stock at $1.00 per share. Issuance of these shares
to the selling security holders was exempt from the
registration and prospectus delivery requirements of the
Securities Act of 1933, as amended. Affiliated selling
security holders and Non-affiliated selling security holders
will sell at the fixed price of $1.00 until we are quoted on
the OTCBB or listed on a securities exchange. Our selling
shareholders are underwriters as defined under the Securities
Act of 1933.

Number of Shares 1,720,000 shares of our common stock are issued and
Outstanding outstanding. We have no other securities issued.
After the
Offering:

PROSPECTUS SUMMARY
Continued

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Selected Financial Data
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December 31, 2007 (Audited) December 31, 2006 (Audited)
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Balance Sheet

Total Assets $ 35,143 $ - 0 -
Total Liabilities $ 46,433 $ 200
Stockholder's Deficiency $(11,290) $ (200)

Statement of Operations Year Ended Period from November 27, 2006 to
December 31, 2007 (Audited) December 31, 2006 (Audited)
--------------------------- ---------------------------

Revenue $ -0 - $ - 0 -
Cost of Goods Sold $ -0 - $ - 0 -
Operating Expense $ 12,210 $ 200
Other Expense $ -0 - $ - 0 -
Net (Loss) $(12,210) $ (200)

RISK FACTORS

Before you invest in our common stock, you should be aware that there are risks,
as described below. You should carefully consider these risk factors together
with all of the other information included in this prospectus before you decide
to purchase shares of our common stock. Any of the following risks could
adversely affect our business, financial condition, and results of operations.
We have incurred substantial losses from inception while realizing limited
revenues and we may never generate substantial revenues or be profitable in the
future.

Risks Related To the Company

(1) Our Failure to Raise Additional Capital Will Significantly Limit Our Ability
to Conduct Our Expansion of Operations.

We must raise additional capital to expand operations. Our current working
capital will be sufficient to sustain our current operations for at least twelve
months. Currently we are utilizing around $2,000 per month for operations. While
our current method of operations follows a sound capital financing program,
there is the risk that we may not be able to increase revenue and income due to
an inability to generate clients or a higher cost of operations results. Without
raising additional capital we may not be able to implement our planned expansion
of operations. Investors may lose part or all of their investment if we cannot
generate profits for distribution.

(2) We May Not Be Able to Fully Implement Our Expansion Due to Our Lack of
Personnel.

On December 31, 2007, we will have completed one year of organizational
operations. We lack the number of experienced personnel needed for our
expansion. We are unsure whether we will successfully obtain a significant
market share without the number of experienced personnel we need and this could
prevent us from realizing profits for distribution.

(3) Since We Are A Development Stage Company, Have Generated No Revenues And
Lack An Operating History, An Investment In The Shares Offered Herein Is Highly
Risk And Could Result In A Complete Loss Of Your Investment If We Are
Unsuccessful In Our Business Plans.

Our Company was incorporated in November 2006, we have not yet commenced our
business operations, and we have not yet realized any revenues. We have no
operating history upon which an evaluation of our future prospects can be made.
Based upon current plans, we expect to incur operating losses in future periods
as we incur significant expenses associated with the initial startup of our
business. Further, we cannot guarantee that we will be successful in realizing
revenues or in achieving or sustaining positive cash flow at any time in the
future. Any such failure could result in the possible closure of our business or
force us to seek additional capital through loans or additional sales of our
equity securities to continue business operations, which would dilute the value
of any shares you purchase in this offering.

(4) We Are Dependent on Key People with No Assurance That They Will Remain with
Us: Losing such Key Persons Could Mean Losing Revenue.

Our success will depend to a great extent on retaining the continued services of
our President/Director, Robert K. Young. Mr. Robert K. Young may not remain with
the corporation due to the lack of an employment contract. If we lose our key
person, our business may suffer. We depend substantially on the continued
services and performance of Mr. Young to generate profits and investors will be
at risk to lose some or all of their investment in the event he leaves our
Company.

(5) Our Competitors Have Greater Financial and Marketing Resources than We Do
and, If We Are Unable to Compete Effectively with Our Competitors, We Will Not
Be Able to Increase Revenues or Generate Profits.

The market for services such as ours is intensely competitive. While our key
people have extensive experience in operating as an ongoing business, we have
not demonstrated the ability to be consistently profitable. Our inability to
generate profits consistently is an ongoing concern. Our ability to increase
revenues and generate profits is directly related to our ability to compete with
our competitors. We face competition from competing companies in this same
market that have possible more financial and marketing resources than we have.
These greater resources could permit our competitors to implement extensive
advertising and promotional programs that we may not be able to match. There is
a high degree of risk that we will not be able to compete successfully in the
future.

(6) We Cannot Predict When Or If We Will Produce Revenues, Which Could Result In
A Total Loss Of Your Investment If We Are Unsuccessful In Our Business Plans.

We have not yet entered into any contracts and have not yet generated any
revenues from operations. In order for us to continue with our plans and open
our business, we must raise our initial capital to do so through a private
offering or sale of debt securities. The timing of the completion of the
milestones needed to commence operations and generate revenues is contingent on
the success of a private offering or sale of debt securities. There can be no
assurance that we will generate revenues or that revenues will be sufficient to
maintain our business. As a result, you could lose all of your investment if you
decide to purchase shares in this offering and we are not successful in our
proposed business plans. Risks Related To This Offering

(7) There Is No Public Market for Our Shares, and We Do Not Know If One Will
Develop Due to the Limited Demand for Stocks In the Business Services We Offer.

Purchasers of these shares are at risk of no liquidity for their investment.
Prior to this offering, there has been no established trading market for our
securities, and we do not know that a regular trading market for the securities
will develop. Our shareholders will be offering shares for sale in a company
that has very limited offering of financing services. Due to the limited
services we offer, we anticipate that demand for our shares will not be very
high. If a trading market does develop for the securities offered hereby, we do
not know if it will be sustained. We plan to list the common stock for trading
on the over-the-counter ("OTC") Electronic Bulletin Board. Such application will
be filed with the National Association of Securities Dealers ("NASD"). We must
obtain the services of an NASD approved market maker to file an application for
our Company and we do not know if such market maker will be able to obtain a
listing or if an established market for our common stock will be developed.

(8) Since We Are Selling up to 1,720,000 Shares of Our Common Stock on a
Self-underwritten Basis, Purchasers, If Any, Will Not Have the Benefit of an
Underwriter or Broker Selling Our Shares.

We are selling in our resale offering up to a maximum of 1,720,000 shares of our
common stock on a self-underwritten basis. We are less likely to sell the shares
we are offering on a self-underwritten basis than if we were selling the shares
through an underwriter. By selling our stock on a self-underwritten basis, we
will not be able to utilize the services of an underwriter to offer or sell our
securities for us. We will undertake efforts on our own to market and sell the
securities to the public. We have not set a minimum with respect to the amount
of our securities that we intend to sell. Even if a purchaser buys shares of our
common stock, we may not be able to sell any other additional shares proposed
for sale pursuant to this offering. This may cause our stockholders to lose all
or a substantial portion of their investment.

(9) Because it May Be Difficult to Effect a Change in Control of Sequoia-Legato,
Incorporated Without Current Management Consent, Management May Be Entrenched
Even Though Stockholders May Believe Other Management May Be Better and a
Potential Suitor Who May Be Willing to Pay a Premium to Acquire Us May Not
Attempt to Do So.

Robert K. Young, President and Director, currently holds approximately 60% of
our outstanding voting stock. If Mr. Young chooses to keep all of his stock
(that is, he sells none of his stock during this offering), Mr. Young could
retain his status as controlling security holder. Such concentration of
ownership may have the effect of delaying, deferring or preventing a change in
control of us and entrenching current management even though stockholders may
believe other management may be better. Potential suitors who otherwise might be
willing to pay a premium to acquire us may decide not to acquire us because it
may be difficult to effect a change in control of us without current
management's consent. Mr. Young has the ability to control the outcome on all
matters requiring stockholder approval, including the election and removal of
directors; any merger, consolidation or sale of all or substantially all of our
assets; and the ability to control our management and affairs.

(10) The Possible Sales of Shares of Common Stock by Our Selling Security
Holders May Have a Significant Adverse Effect on the Market Price of Our Common
Stock Should a Market Develop.

The 1,720,000 shares of common stock owned by the selling security holders will
be registered with the U.S. Securities Exchange Commission. The security holders
may sell some or all of their shares immediately after they are registered. In
the event that the security holders sell some or all of their shares, the price
of our common stock could decrease significantly. Our ability to raise
additional capital through the sale of our stock in a private placement may be
harmed by these competing re-sales of our common stock by the selling security
holders. Potential investors may not be interested in purchasing shares of our
common stock if the selling security holders are selling their shares of common
stock. The selling of stock by the security holders could be interpreted by
potential investors as a lack of confidence in us and our ability to develop a
stable market for our stock. The price of our common stock could fall if the
selling security holders sell substantial amounts of our common stock. These
sales may make it more difficult for us to sell equity or equity-related
securities in the future at a time and price that we deem appropriate because
the selling security holders may offer to sell their shares of common stock to
potential investors for less than we do.

(11) Our Lack of Business Diversification Could Result in the Devaluation of Our
Stock if our Revenues From Our Primary Products Decrease.

We expect our business to be focused on investing, or lending to small to medium
size businesses, in the largely underserved $10,000,000 to $100,000,000
marketplace. We do not have any other lines of business or other sources of
revenue if we are unable to compete effectively in the marketplace. While our
lack of diversification has not hurt our profitability in the past, our
expansion of operations may impact our lack of diversity. This lack of business
diversification could cause you to lose all or some of your investment if we are
unable to generate additional revenues since we do not expect to have any other
lines of business or alternative revenue sources.

(12) Changes in the Supply and Demand of Our Services Can Be Volatile and These
Changes Will Significantly Impact Our Financial Performance and the Value of
Your Investment.

Our results of operations and financial condition will be significantly affected
by the supply and demand for our services as well as those of our competitors.
Changes in the supply and demand for our services are subject to and determined
by market forces over which we have no control. Generally, lower demand will
produce lower profit margins. If we experience a sustained period of low demand,
such low demand will reduce our ability to generate revenues and our profit
margins may significantly decrease or be eliminated and you may lose some or all
of your investment.

(13) There Has Been No Independent Valuation of the Stock, Which Means That the
Stock May Be Worth less than the Purchase Price.

The per share purchase price has been determined by us without independent
valuation of the shares. We established the offering price based on our estimate
of capital and expense requirements, not based on perceived market value, book
value, or other established criteria. We did not obtain an independent appraisal
opinion on the valuation of the shares. The shares may have a value
significantly less than the offering price and the shares may never obtain a
value equal to or greater than the offering price.

(14) Investors May Never Receive Cash Distributions Which Could Result in an
Investor Receiving Little or No Return on His or Her Investment.

Distributions are payable at the sole discretion of our board of directors. We
do not know the amount of cash that we will generate, if any, once we have
operations. Cash distributions are not assured, and we may never be in a
position to make distributions.

(15) The Penny Stock Rules Could Restrict the Ability of Broker-Dealers to Sell
Our Shares Having a Negative Effect on Our Offering.

The SEC has adopted penny stock regulations which apply to securities traded
over-the- counter. These regulations generally define penny stock to be any
equity security that has a market price of less than $5.00 per share or an
equity security of an issuer with net tangible assets of less than $5,000,000,
as indicated in audited financial statements, if the corporation has been in
continuous operations for less than three years. Subject to certain limited
exceptions, the rules for any transaction involving a penny stock require the
delivery, prior to the transaction, of a risk disclosure document prepared by
the SEC that contains certain information describing the nature and level of
risk associated with investments in the penny stock market. The broker-dealer
also must disclose the commissions payable to both the broker-dealer and the
registered representative and current quotations for the securities. Monthly
account statements must be sent by the broker-dealer disclosing the estimated
market value of each penny stock held in the account or indicating that the
estimated market value cannot be determined because of the unavailability of
firm quotes. In addition, the rules impose additional sales practice
requirements on broker-dealers who sell such securities to persons other than
established customers and institutional accredited investors (generally
institutions with assets in excess of $5,000,000). These practices require that,
prior to the purchase, the broker-dealer determined that transactions in penny
stocks were suitable for the purchaser and obtained the purchaser's written
consent to the transaction. If a market for our common stock does develop and
our shares trade below $5.00 per share, it will be a penny stock. Consequently,
the penny stock rules will likely restrict the ability of broker-dealers to sell
our shares and will likely affect the ability of purchasers in the offering to
sell our shares in the secondary market. Trading in our common stock will be
subject to the "penny stock" rules. Due to the thinly traded market of these
shares investors are at a much higher risk to lose all or part of their
investment. Not only are these shares thinly traded but they are subject to
higher fluctuations in price due to the instability of earnings of these smaller
companies. As a result of the lack of a highly traded market in our shares
investors are at risk of a lack of brokers who may be willing to trade in these
shares.

A NOTE CONCERNING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risks and
uncertainties. We use words such as "anticipates," "believes," "plans,"
"expects," "future," "intends," and similar expressions to identify these
forward-looking statements. Prospective investors should not place undue

reliance on these forward-looking statements, which apply only as of the date of
this prospectus. Our actual results could differ materially from those
anticipated in these forward-looking statements for many reasons, including the
risks faced by Sequoia-Legato, Incorporated described in "Risk Factors" and
elsewhere in this prospectus. For example, a few of the uncertainties that could
affect the accuracy of forward-looking statements include:

(a) an abrupt economic change resulting in an unexpected downturn in demand;

(b) governmental restrictions or excessive taxes on our products;

(d) economic resources to support the promotion of products and services;

(e) expansion plans and access to potential clients; and

(f) lack of working capital that could hinder the promotion of our products
and services to a broader based business population.

USE OF PROCEEDS

We will not receive any proceeds from the sale of the common stock offered
through this Prospectus by the selling shareholders.

DETERMINATION OF OFFERING PRICE

The price of the shares we are offering was arbitrarily determined by us. The
offering price bears no relationship whatsoever to our assets or earnings. The
progression of our post split price per share from $0.004 to $1.00 per share is
based on two assumptions. First, we arbitrarily assumed that $1.00 per share is
an appropriate price. As stated earlier in this document, we have estimated and,
therefore believe, that this is the price per share that the market will bear.
And, second, Management believes and, therefore assumes, that once Sequoia is
listed as a public company, and potential investors see Sequoia's growth
potential, the potential liquidity of their investment and Sequoia's Operational
Plan for the future, the price of $1.00 per share will seem reasonable to the
average investor. Among factors considered were:

(a) Our capital structure, and

(b) Our management expertise.

DILUTION

1,720,000 shares of the common stock which may be sold by the selling
shareholders is common stock that is currently issued and outstanding.
Accordingly, it will not cause dilution to our existing shareholders. No common
equity has been sold to any promoters.

SELLING SECURITY HOLDERS

This prospectus will be used for the offering of shares of our common stock
owned by selling security holders. The selling security holders may offer for
sale up to 1,720,000 of the 1,720,000 shares of our common stock issued to them.
Selling security holders, Affiliates and Non-affiliates must sell their shares
at $1.00 for the duration of this offering. We will not receive any proceeds
from such sales. The resale of the securities by the selling security holder is
subject to the prospectus delivery and other requirements of the Securities Act.
All selling security holders have been advised to notify any purchaser of their
shares that none of the proceeds from the sale of their stock will go to the
Company. All expenses of this offering are being paid for by us on behalf of
selling security holders. The following table sets forth information on our
selling security shareholders.

Table 2.0 Selling Security Holders

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Shares
beneficially Percent Maximum number Position, office
owned as of owned as of of shares to Percent or other material
the date of the date of be sold owned after relationship to
this this pursuant to offering is the Company within
Name of security holder prospectus (1) prospectus this prospectus complete (2) last three years
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Robert Young 1,060,000 61.63% 1,060,000 61.63% President,
Secretary, Director
Rick Day 15,000 0.87% 15,000 0.87% Director
Dan DeBaun 15,000 0.87% 15,000 0.87% Director
Timothy Barker 15,000 0.87% 15,000 0.87%
Jennifer Barker 15,000 0.87% 15,000 0.87%
William Barker 15,000 0.87% 15,000 0.87%
Kathleen Barker 15,000 0.87% 15,000 0.87%
Nicholas Hutter 15,000 0.87% 15,000 0.87%
Hernando Otero 15,000 0.87% 15,000 0.87%
John Trahe 15,000 0.87% 15,000 0.87%
Alison Trahe 15,000 0.87% 15,000 0.87%
Christopher Fenton 15,000 0.87% 15,000 0.87%
Colleen Fenton 15,000 0.87% 15,000 0.87%
Frank Gawenus 15,000 0.87% 15,000 0.87%
Anita Gawenus 15,000 0.87% 15,000 0.87%
Rafael Garcia Aguayo 15,000 0.87% 15,000 0.87%
Sandra Trahe 15,000 0.87% 15,000 0.87%
Gregg Troyanowski, Sr. 15,000 0.87% 15,000 0.87%
Donna Troyanowski 15,000 0.87% 15,000 0.87%
Gregg Troyanowski, Jr. 15,000 0.87% 15,000 0.87%
Gary Troyanowski 15,000 0.87% 15,000 0.87%
Glen Troyanowski 15,000 0.87% 15,000 0.87%
Nicholas Trahe 15,000 0.87% 15,000 0.87%
Carolyn Pfaff 15,000 0.87% 15,000 0.87%
Tom Holkenborg 15,000 0.87% 15,000 0.87%
Shane Kelly 15,000 0.87% 15,000 0.87%
Jessica Brady 15,000 0.87% 15,000 0.87%
Rocco Covello 15,000 0.87% 15,000 0.87%
Rose Covello 15,000 0.87% 15,000 0.87%
Meghan Barker 15,000 0.87% 15,000 0.87%
Chris Chavana 15,000 0.87% 15,000 0.87%
Michael Zielinski, Sr. 15,000 0.87% 15,000 0.87%
Diane Zielinski 15,000 0.87% 15,000 0.87%
Michael Zielinski, Jr. 15,000 0.87% 15,000 0.87%
Barry Forburger 15,000 0.87% 15,000 0.87%
Dana Forburger 15,000 0.87% 15,000 0.87%
Julio Vicente 15,000 0.87% 15,000 0.87%
Betsy Vicente 15,000 0.87% 15,000 0.87%
Greg Schwabe 15,000 0.87% 15,000 0.87%
MaryAnne Schwabe 15,000 0.87% 15,000 0.87%
Carlos Perez 15,000 0.87% 15,000 0.87%
Francisco Perez 15,000 0.87% 15,000 0.87%
Anna Biascoechea 15,000 0.87% 15,000 0.87%
Barbara Perez 15,000 0.87% 15,000 0.87%
Minh Lee 15,000 0.87% 15,000 0.87%
==============================================================================================================
Total: 1,720,000 1,720,000

(1) All of the figures presented in Table 1.0 above have given retroactive
effect to the forward stock split of 5:1that occurred on September 7,
2007.
(2) The percentage held in the event none of the 1,720,000 shares in the
Resale Offering are sold.

All of the shares offered by this prospectus may be offered for resale, from
time to time, by the selling shareholders, pursuant to this prospectus, in one
or more private or negotiated transactions, in open market transactions in the
over-the-counter market, or otherwise, or by a combination of these methods, at
fixed prices that may be changed, at negotiated prices, or otherwise. The
selling shareholders may effect these transactions by selling their shares
directly to one or more purchasers or to or through broker-dealers or agents.
The compensation to a particular broker-dealer or agent may be in excess of
customary commissions. Each of the selling shareholders is an "underwriter"
within the meaning of the Securities Act in connection with each sale of shares.
The selling shareholders will pay all commissions, transfer taxes and other
expenses associated with their sales. In the event the selling security holders
sell all of their shares in the secondary offering they will own no shares in
the Company upon completion of the secondary offering.

PLAN OF DISTRIBUTION

Resale Offering

Our affiliated and non-affiliated selling security holders, or their pledgees,
donees, transferees or any of their successors in interest selling shares
received from the selling security holders as a gift, partnership distribution
or other non-sale-related transfer after the date of this prospectus (all of
whom may be selling security holders), may sell their shares of common stock
from time to time at the fixed price of $1.00 per share, or their pledgees,
donees, transferees or any of their successors in interest selling shares
received from the selling security holders as a gift, partnership distribution
or other non-sale-related transfer after the date of this prospectus (all of
whom may be selling security holders), may sell their shares of common stock
from time to time at the fixed price of $1.00 per share. In a post-effective
amendment to this registration we will disclose pledgees, donees and other
transferees of the selling security holders, if any, as selling security
holders. The selling security holders may sell their shares of common stock by
one or more of the following methods, without limitation:

(a) block trades in which the broker or dealer so engaged will attempt to sell
the shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction;

(b) purchases by a broker or dealer as principal and resale by the broker or
dealer for its own account pursuant to this prospectus;

(d) privately negotiated transactions;

(e) short sales;

(f) through the distribution of the shares by the selling security holder to
its partners, members or stockholders;

(g) one or more underwritten offerings on a firm commitment or
self-underwritten basis; and

(h) any combination of any of these methods of sale.

In the event any of our selling security holders agree to sell their shares to a
broker-dealer as a principal and the broker-dealer acts as an underwriter, we
will file a post-effective amendment to our registration statement disclosing
the name of the broker-dealer, providing information on the plan of
distribution, and reflecting any other necessary changes. Any broker-dealer that
will be involved must seek and obtain clearance of the underwriting compensation
and arrangements from the NASD (National Association of Securities Dealers)
Corporate Finance Department prior to the sale of any securities by the
broker-dealer.

The selling security holders may also transfer their shares by gift.

We do not know of any arrangements by the selling security holders for the sale
of any of their shares. The selling security holders may engage brokers and
dealers, and any brokers or dealers may arrange for other brokers or dealers to
participate in effecting sales of the shares. These brokers, dealers or
underwriters may act as principals, or as an agent of the selling security
holders. Broker-dealers may agree with the selling security holders to sell a
specified number of the shares at a stipulated price per share. If a
broker-dealer is unable to sell shares acting as agent for the selling security
holders, it may purchase as principal any unsold shares at the stipulated price.
Broker-dealers that acquire shares as principals may thereafter resell the
shares from time to time in transactions on any stock exchange or automated
interdealer quotation system on which the shares are then listed, at prices and
on terms then prevailing at the time of sale, at prices related to the
then-current market price or in negotiated transactions. Broker-dealers may use
block transactions and sales to and through broker-dealers, including
transactions of the nature described above.

The selling security holders may also sell their shares in accordance with Rule
144 under the Securities Act, rather than pursuant to this prospectus,
regardless of whether the shares are covered by this prospectus. From time to
time, the selling security holders may pledge, hypothecate or grant a security
interest in some or all of the shares owned by them. The pledgees, secured
parties or persons to whom the shares have been hypothecated will, upon
foreclosure in the event of default, be deemed to be selling security holders.
The number of selling security holders' shares offered under this prospectus
will decrease as and when they take such action. The plan of distribution for
the selling security holders' shares will otherwise remain unchanged. In
addition, a selling security holder may, from time to time, sell the shares
short, and, in those instances, this prospectus may be delivered in connection
with the short sales and the shares offered under this prospectus may be used to
cover short sales. The selling security holders and any broker-dealers
participating in the distributions of the shares may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act. Any
profit on the sale of shares by the selling security holders and any commissions
or discounts given to any such broker-dealer may be deemed to be underwriting
commissions or discounts.

There can be no assurance that the selling security holders will sell any or all
of the offered shares.

Under the Securities Exchange Act of 1934 and the regulations thereunder, any
person engaged in a distribution of the shares of our common stock offered by
this prospectus may not simultaneously engage in market making activities with
respect to our common stock during the applicable "cooling off" periods prior to
the commencement of such distribution. Also, the selling security holders are
subject to applicable provisions that limit the timing of purchases and sales of
our common stock by the selling security holders.

We have informed the selling security holders that, during such time as they may
be engaged in a distribution of any of the shares we are registering with the
U.S. Securities Exchange Commission, they are required to comply with Regulation
M. In general, Regulation M precludes the selling security holders, any
affiliated purchasers and any broker-dealer or other person who participates in
a distribution from bidding for or purchasing, or attempting to induce any
person to bid for or purchase, any security which is the subject of the
distribution until the entire distribution is complete. Regulation M defines a
"distribution" as an offering of securities that is distinguished from ordinary
trading activities by the magnitude of the offering and the presence of special
selling efforts and selling methods. Regulation M also defines a "distribution
participant" as an underwriter, prospective underwriter, broker, dealer, or
other person who has agreed to participate or who is participating in a
distribution.

Regulation M prohibits any bids or purchases made in order to stabilize the
price of a security in connection with the distribution of that security, except
as specifically permitted by Rule 104 of Regulation M. These stabilizing
transactions may cause the price of our common stock to be more than it would
otherwise be in the absence of these transactions. We have informed the selling
security holders that stabilizing transactions permitted by Regulation M allow
bids to purchase our common stock if the stabilizing bids do not exceed a
specified maximum. Regulation M specifically prohibits stabilizing that is the
result of fraudulent, manipulative, or deceptive practices. The selling security
holders and distribution participants are required to consult with their own
legal counsel to ensure compliance with Regulation M.

IMPACT OF THE "PENNY STOCK" RULES ON BUYING OR SELLING OUR COMMON STOCK

Trading in our common stock will be subject to the "penny stock" rules.

DESCRIPTION OF SECURITIES

General

We are authorized to issue up to 100,000,000 shares of common stock, $0.001 par
value per share, of which 1,720,000 shares are issued and outstanding.

Common Stock

Subject to the rights of holders of preferred stock, if any, holders of shares
of our common stock are entitled to share equally on a per share basis in such
dividends as may be declared by our Board of Directors out of funds legally
available therefore. There are presently no plans to pay dividends with respect
to the shares of our common stock. Upon our liquidation, dissolution or winding
up, after payment of creditors and the holders of any of our senior securities,
including preferred stock, if any, our assets will be divided pro rata on a per
share basis among the holders of the shares of our common stock. The common
stock is not subject to any liability for further assessments. There are no
conversion or redemption privileges or any sinking fund provisions with respect
to the common stock and the common stock is not subject to call. The holders of
common stock do not have any pre-emptive or other subscription rights.

Holders of shares of common stock are entitled to cast one vote for each share
held at all stockholders' meetings for all purposes, including the election of
directors. The common stock does not have cumulative voting rights.

All of the issued and outstanding shares of common stock are fully paid, validly
issued and non-assessable as determined by Harrison Law, P.A. whose opinion
appears elsewhere as an exhibit to this prospectus.

Preferred Stock

We currently have no provisions to issue preferred stock.

Debt Securities

We currently have no provisions to issue debt securities.

Warrants

We currently have no provisions to issue warrants.

Dividend

We have paid no cash dividends on our common stock since inception. We
anticipate that any earnings in the foreseeable future will be retained for
development and expansion of our business and we do not anticipate paying any
cash dividends in the near future. Our Board of Directors has sole discretion to
pay cash dividends with respect to our common stock based on our financial
condition, results of operations, capital requirements, contractual obligations
and other relevant factors.

Shares Eligible for Future Resale

Upon the effectiveness of the registration statement, of which this prospectus
forms a part, we will have 1,720,000 outstanding common shares registered for
resale by the selling shareholders in accordance with the Securities Act of
1933.

Prior to this registration, no public trading market has existed for shares of
our common stock. The sale or availability for sale, of substantial amounts of
common stock in the public trading market could adversely affect the market
prices for our common stock.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is First American Stock
Transfer, Inc., 706 East Bell Road, Suite 202, Phoenix, Arizona 85022.

INTEREST OF NAMED EXPERTS AND COUNSEL

Baum & Company, Certified Public Accountants, our independent certified public
accountants whose reports appear elsewhere in this registration statement, was
paid in cash for services rendered. Therefore, they have no direct or indirect
interest in us. Baum & Company's reports are given based on their authority as
an expert in accounting and auditing. Baum & Company has audited our financials
for the Period from November 27, 2006 (inception) to December 31, 2006 and for
the Year Ended December 31, 2007. The date of their audit reports on our
financial statements is January 31, 2008.

Harrison Law, P.A. is the counsel who has given an opinion on the validity of
the securities being registered which appears elsewhere in this registration
statement has no direct or indirect interest in us.

DESCRIPTION OF BUSINESS

Business Development

We were originally formed as a corporation on November 27, 2006 under the name
Sequoia Legato, Incorporated under the laws of the State of Nevada. On June 4,
2007, we filed Articles of Amendment to the Articles of Incorporation changing
the shares of stock authorized from 100,000 to 100,000,000 with a new par value
of $0.001 per share.

Our Business

(1) Principal Products or Services and Their Markets

The corporation intends to specialize in three (3) main lines of business (1)
loan and or invest money to commercial business that possess marketable and
insurable assets whereby the loans are secured by the asset or asset group (2)
place insurance for asset title, for lien valuation and against loan loss for
each asset tendered for securitization, when required and (3) manage premium
revenue, reserves and its asset back securities portfolio. Sequoia-Legato,
Incorporated intends to become the preferred stop for the acquisition of small
to medium sized businesses to raise capital against marketable, income-producing
and insurable assets to enable asset owners to add value to their properties and
increase income derived from their properties. The assets Sequoia-Legato,
Incorporated intends to fund against will be within the $10,000,000 to
$100,000,000 range and will either be income producing or present a very high
probability to produce income within a maximum 16-month time horizon. Should the
asset possess characteristics whereby Sequoia-Legato, Incorporated can
reasonably foresee income within that time horizon, the Company will substitute
that income stream for sales revenue that the Company is presently generating
while the secured asset readies itself to become income producing. The Company
will lend against these assets in a structured and agreed way but in no instance
more than 20% of the Company balance sheet. Any securities issued by
Sequoia-Legato, Incorporated to fund asset groups shall be made to accredited
investors for purposes of purchase, pledge or hypothecation. the Company will
insure against "bad" title, the loan to value or lien ratio as well as the
repayment of any asset-based loan by setting up a "captive" insurance company
that will purchase reinsurance and manage the premium account as an offset to
any loss. The captive insurance company will be set up after our initial capital
has settled.

Notes will be registered with the CUSIP Bureau, and be issued both a CUSIP and
ISIN numbers, as well as a "Common Code" from Euroclear by our underwriter.
These assets will be held in a trust account, by an appointed trustee
responsible for their management on behalf of the investor and our Company.

(2) Methods of Providing Services

Sequoia-Legato, Incorporated will operate through its operations officers to
bring in new business and execute existing business. Once the business is
introduced Sequoia-Legato, Incorporated will discuss the merits of funding each
asset in committee. The committee will vote on whether or not funding is
feasible for the asset. When a positive vote is recorded a decision will be made
as to the best structure to secure funding. A special purpose vehicle may be set
up though Sequoia-Legato, Incorporated's legal department or its Asset
Management Committee for this purpose. The captive insurance company will
underwrite the risk of title and lien due diligence and loan default loss and
reinsurance will be placed for the insurance polices, if such insurance is
required. Convertible debentures with an indenture or other debt securities may
be floated for selected issues for the term of the asset loan pool.

Sequoia-Legato, Incorporated's operations officers will manage operations
capital and the Company portfolio of insurance premiums and the associated
risks. Sequoia-Legato, Incorporated will repeat the described process, as
needed, but will attempt to limit these issues to between four (4) to six (6)
issues per year. We will re-evaluate strategy and policy as the Company and its'
operations grow. Depending on business flow we will spin-off our asset backed
securities portfolio in or about the second year after first funding of the
subsidiary company.

With the implementation of our expansion we will hire five (5) operations
officers to cover a specific region(s). We have targeted June 2008 to hire
operations officers for this implementation.

Our operations officers will be responsible for business development in their
specific region. They will target the specific commercial segment(s) as well as
development of business in other industries. We will supply the operations
officers with laptop computers and the appropriate software to down/upload data
and information throughout the business day.

We anticipate that we will not provide services to out-of-country clients until,
and unless, we have completed our website to obtain international business.

(3) Status of Any Publicly Announced New Product or Service.

Sequoia-Legato, Incorporated has developed a proprietary process by which Life
Insurance Backed Collateral instruments are utilized to secure various corporate
notes, which include, but are not limited to Medium Term Notes (MTNs) and
Corporate Bonds. The proceeds from these offerings are used to fund small to
medium size businesses, which require expansion capital, generally from
$10,000,000 to $100,000,000. While the Internet will provide a new tool for
advertising and customer interface, there has been no significant change in the
services we provide. We will be utilizing the Internet as a mainstay of our
future advertising and support for our operations officers. Additionally our
research will be focused on how our competitors are utilizing the internet to
provide services to their clients.

(4) Our Competition

In order to compete effectively in the lending and investment industry, a
company must provide a wide range of quality services and products at a
reasonable cost. This business market as a whole is characterized by intense
competition with a large number of companies offering or seeking to develop
services and products that will compete with those that we offer. It is our
belief, based upon our experience, that the failure rate of small businesses
indicates that far too many begin operations prior to having the skills and
knowledge necessary for the day-to-day business operations as well as the
necessary capital. As a result, we developed our proprietary process by which
Life Insurance Backed Collateral instruments are utilized to secure various
corporate notes.

The skill sets are both many and varied, and include an intimate working
knowledge of the insurance industry, general business management, securities
law, trusts and securities underwriting, as well as a working knowledge of the
requirements of international buyers, and sellers of securities that include
large trusts, financial/banking institutions and institutional buyers - or
succinctly, how to properly package, market and sell a financial product such as
Sequoia-Legato, Incorporated's.

It is this proprietary knowledge that differentiates our Company from a myriad
of others in the financial industry and the investment sector. No other known
company in the world has perfected the Company's financing processes.
Many of our competitors have greater financial resources than we have, enabling
them to finance acquisition and development opportunities or develop and support
their own operations. In addition, many of these companies can offer additional
services not provided by us. Many may also have greater name recognition. Our
competitors may have the luxury of sacrificing profitability in order to capture
a greater portion of the market. They may also be in a position to pay higher
prices than we would for the same expansion and development opportunities.
Consequently, we may encounter significant competition in our efforts to achieve
our internal and external growth objectives.

Our competitors may have methods of operation that have been proven over time to
be successful. Our methods of operation for our expansion of operations have not
been proven to be successful.

(5) Sources and Availability of Raw Materials

We do not utilize any raw materials which could adversely effect our operations.

(6) Dependence on Limited Customers

We do not rely on any one or a limited number of customers for our business. We
expect to further increase our client base once we obtain additional funding and
ramp up expanded operations. While our target markets are unlimited, we may have
to rely on several major industries while we develop other markets.

(7) Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements
or Labor Contracts

At the present time we do not own or have any domain names, patents, trademarks,
licenses (other than the usual business license), franchises, concessions,
royalty agreements or labor contracts. However, in the future, our success may
depend in part upon our ability to preserve our trade secrets, obtain and
maintain patent protection for our technologies, products and processes and
operate without infringing upon the proprietary rights of other parties.
However, we may rely on certain proprietary technologies, trade secrets, and
know-how that are not patentable. Although we may take action to protect our
unpatented trade secrets and our proprietary information, in part, by the use of
confidentiality agreements with our employees, consultants and certain of our
contractors, we cannot guarantee that:

(a) these agreements will not be breached;

(b) we would have adequate remedies for any breach; or

(c) our proprietary trade secrets and know-how will not otherwise become known
or be independently developed or discovered by competitors.

We cannot guarantee that our actions will be sufficient to prevent imitation or
duplication of either our products or services by others or prevent others from
claiming violations of their trade secrets and proprietary rights.

(8) Need for Government Approval of Principal Products or Services

None of the services we offer require specific government approval. We do have
to maintain our corporate status as well as any necessary sales tax and business
licenses.

(9) Government Regulation

As a diversified investment and financial services provider, we are subject to a
variety of local, state, and federal regulations. While we believe that our
operations are in compliance with all applicable regulations, there can be no
assurances that from time to time unintentional violations of such regulations
will not occur. We are subject to federal, state and local laws and regulations
applied to businesses, such as payroll taxes on the state and federal levels. In
general, our activities are subject to local business licensing requirements.
Our current business requires that we comply with state corporate filings, city
or county business license and the necessary business liability insurance. The
requirements of these regulations are minimal and do not cause any undue burden.

(10) Research and Development During Last Two Fiscal Years

During the last two fiscal years no money was spent on research and development.

(11) Cost and Effects of Compliance with Environmental Laws

We are not subject to any federal, state or local environmental laws. Our
products and services do not contain any materials that have any environmental
elements that require special handling or disposal methods.

(12) Our Employees

As of March 6, 2008 there are no full-time employees at Sequoia-Legato,
Incorporated. Mr. Young currently provides the strategic direction and the
necessary internal accounting controls for the Company.

Reports to Security Holders

We will file reports and other information with the U.S. Securities and Exchange
Commission ("SEC"). You may read and copy any document that we file at the SEC's
public reference facilities at 100 F. Street, N.E., Washington, D.C. 20549.
Please call the SEC at 1-800-732-0330 for more information about its public
reference facilities. Our SEC filings will be available to you free of charge at
the SEC's web site at www.sec.gov.

We are not required by the Nevada Revised Statutes to provide annual reports. At
the request of a shareholder, we will send a copy of an annual report to include
audited financial statements. In the event we become a reporting company with
the SEC, we will file all necessary quarterly and annual reports.

DESCRIPTION OF PROPERTY

The Company currently operates out of our President's personal office space
which is located at 1761 Vesper Lane, Suite 10, Carlsbad, California 92011. The
Company is not charged rent for utilizing this space. We do not own the
property.

LEGAL PROCEEDINGS

We are not currently a party to any legal proceedings nor are any contemplated
by us at this time.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock is not quoted or traded on any quotation medium at this time.
We intend to apply to have our common stock included for quotation on the NASD
OTC Bulletin Board. There can be no assurance that an active trading market for
our stock will develop. If our stock is included for quotation on the NASD OTC
Bulletin Board, price quotations will reflect inter-dealer prices, without
retail mark-up, mark-down or commission, and may not represent actual
transactions.

Should a market develop for our shares, the trading price of the common stock is
likely to be highly volatile and could be subject to wide fluctuations in
response to factors such as actual or anticipated variations in quarterly
operating results, announcements of technological innovations, new operational
formats, or new services by us or our competitors, changes in financial
estimates by securities analysts, conditions or trends in Internet or
traditional retail markets, changes in the market valuations of other
diversified holding companies, announcements by us or our competitors of
significant acquisitions, strategic partnerships, joint ventures, capital
commitments, additions or departures of key personnel, sales of common stock and
other events or factors, many of which are beyond our control. In addition, the
stock market in general, and the market for business services in particular, has
experienced extreme price and volume fluctuations that have often been unrelated
or disproportionate to the operating performance of such companies. These broad
market and industry factors may materially adversely affect the market price of
the common stock, regardless of our operating performance. Consequently, future
announcements concerning us or our competitors, litigation, or public concerns
as to the commercial value of one or more of our products or services may cause
the market price of our common stock to fluctuate substantially for reasons
which may be unrelated to operating results. These fluctuations, as well as
general economic, political and market conditions, may have a material adverse
effect on the market price of our common stock.

At the present time we have no outstanding options or warrants to purchase
securities convertible into common stock.

There are 1,720,000 shares of common stock that could be sold by the selling
shareholders according to Rule 144 that we have agreed to register. A brief
description of Rule 144 follows: The common stock sold in this offering will be
freely transferable without restrictions or further registration under the
Securities Act, except for any shares purchased by an "affiliate." An
"Affiliate" is a person that directly or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control of the
issuer. The definition of an "Affiliate" is critical to the operation of Rule
144, promulgated under the Securities Act. Rule 144 provides for restrictions on
the amount of securities that can be sold by an affiliate during a given period
of time. In general, pursuant to Rule 144, a shareholder who has satisfied a one
year holding period may, under certain circumstances, sell within any three
month period a number of securities which does not exceed the great of 1% of the
then outstanding shares of common stock or the average weekly trading volume of
the class during the four calendar weeks prior to such sale. Further, Rule 144
permits, under certain circumstances, the sale of securities, without any
quantity limitation, by our shareholders who are not affiliates and who have
satisfied a two-year holding period.

Cash dividends have not been paid since inception. In the near future, we intend
to retain any earnings to finance the development and expansion of our business.
We do not anticipate paying any cash dividends on our common stock in the
foreseeable future. The declaration and payment of cash dividends by us are
subject to the discretion of our board of directors. Any future determination to
pay cash dividends will depend on our results of operations, financial
condition, capital requirements, contractual restrictions and other factors
deemed relevant at the time by the board of directors. We are not currently
subject to any contractual arrangements that restrict our ability to pay cash
dividends.

We have forty-five (45) stockholders of record of our common stock as of March
6, 2008. The CUSIP number for our common stock is 817444-102.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

The following management's discussion, analysis of financial condition, and
results of operations should be read in conjunction with our financial
statements and notes thereto contained elsewhere in this prospectus.

Our Business

Sequoia-Legato, Incorporated is a diversified investment and financial services
corporation, whose principal activity is focused on investing, or lending to
small to medium size businesses, in the largely underserved $10,000,000 to
$100,000,000 marketplace. We have been doing business under the name
Sequoia-Legato, Incorporated since 2006. We were originally formed under the
laws of the State of Nevada on November 26, 2006. At incorporation, the Company
was authorized to issues 100,000 shares of common stock at a par value of $0.001
per share. On June 4, 2007, we filed Articles of Amendment with the Nevada
Secretary of State raising the shares of stock authorized to 100,000,000 with
par value of $0.001 per share.

As a corporation, the Company has the ability to increase investment in the
Company through a greater number of investors. The ability to utilize the
capital markets and have our Company quoted on the OTCBB provides liquidity for
investors, and we believe this factor makes our Company a more attractive
investment vehicle for investors

We intend to establish a larger operations and marketing force by June 2008. We
then plan to maximize our services in the third quarter of 2008. We believe it
is critical to have a larger presence in the national market so that we can work
effectively with local clients as well as the commercial market segment
nationally. Using the market experience of our officers and directors as the
model, we extrapolated what we believe are realistic goals for operations and
revenue to determine the number of operations persons to add to our staff.

We anticipate that the funds from a private offering, assuming that we sell all
the offered shares, will provide us sufficient capital for the expansion of our
operations, as well as the addition of our operational staff and relocation to a

more appropriate facility. We may raise additional funds either through
subsequent offerings of our shares or through other financing arrangements, such
as borrowings. There is no guarantee that we will be able to raise funds in
addition to the funds we raise in a private offering, if any. If we are not able
to raise additional funds, we will likely not be able to expand our operations.

The Company will issue a series of securities to a limited accredited investor
market based on different asset groups to create transactional and operational
capital. Thereafter Sequoia-Legato, Incorporated shall arrange to package each
asset or asset group into asset-based securities and at a later time thereafter
spin-off a special purpose vehicle with an income stream to the accredited
investor market. These transactions will accomplish the dual purpose of funding
transactions and increasing operational capital and shareholder value. If
necessary we will group assets and insure them as to title, liens and against
loan loss, when appropriate, prior to issuing any asset backed security.
Furthermore, we are setting up a subsidiary management company to manage all
asset-based securities outstanding and eventually assist the management of the
spin-off special purpose vehicles.

We will compete with traditional institutional lenders. Once our website is
operational, however, we will also compete with other Internet-based companies
and businesses that have developed or are in the process of developing competing
websites. Our website will be developed by a local web design firm and designed
to target our current market segments as well as other business markets. We
intend to have a user-friendly website which provides prospective clients with a
complete listing of our available services. We plan to design our website to
allow current and potential clients to "ask a representative" introductory
questions via e-mail. We believe that interchange will allow us to tailor our
services to each particular client. The increase in business commerce utilizing
the Internet has increased dramatically over the last three years. For our
industry the Internet has brought potential customers from countries worldwide
to doing business with a local business. Capitalizing on this presence requires
a website that is not only professional but is functional as well. We have
located a local company to assist us in both the design and hosting of our site.
For a flat fee they will maintain our site and make any changes necessary when
needed. We have allocated $7,000 towards our Internet needs in the event we
raise minimal capital through a private offering or debt financing. Should we
raise a substantial amount of capital through a private offering or debt
financing, we would allocate $50,000 towards our Internet presence. This would
allow us to place our company towards the top of search engine results. The
major search engines charge a fee for each hit from an individual/business
searching under the terms we will list under. The earlier a company desires to
have their web page shown in the results determines the amount paid by the
Company for each search hit. This cost per hit can range from under $1.00 to as
much as $7.00 per search hit. To generate more possible business we will select
as many "key" words that a potential customer would use to search by. While we
do not have a specific list developed as of March 6, 2008, we have a pending
list that includes over twenty (20) search terms.

In addition to the specific cost of search hits, we will seek to do "banner"
advertising. Banner advertising is a method whereby a banner will appear on a
different website advertising the services of our Company. An
individual/business would be able to click on the banner and be directed to our
website. The cost of banner advertising is dependent on the size of the banner,
the site it is located on and the placement on the page. We have allotted the
cost of our website advertising and registry under "Working Capital" Marketing
Expenses. Due to the variable nature of these costs, management believes it
needs the flexibility to allocate funds for our Internet presence based on the
circumstances at the time we begin funding and expanding.

We do not expect to have this website operational until we secure additional
capital. We anticipate that we will use a portion of the proceeds from any
private offering to develop our website. However, as of the date of this
prospectus, our website has not moved beyond the mere discussion phase as we
currently lack the necessary funds to begin development of our website. We do
believe that it can be fully operational within thirty days after securing
funds. We will hire an employee who will coordinate the design and maintenance
of our website and provide continual updates to our contracted company with the
most current information for our potential clients.

We anticipate that we will use the funds raised in a private offering and
revenues generated to hire a marketing director, fund the launching of a
sophisticated web site, increase our database accessibility by our operational
force and purchase computers to expand into additional markets.

We will need to equip our operational and marketing representatives with
telephones, laptop computers and personal communication devices. The necessity
of close contact with each rep is a must. Application packages must be uploaded
to our headquarters when received so they can be processed expeditiously for
customer satisfaction. While the cost of computer equipment has decreased for
basic equipment, the needs of our representatives will exceed this basic need.
They will require peripheral devices and software that will make each setup
complete. We have allocated $30,000 towards these purchases in the event we
raise minimal funds from a private offering. In the event we raise substantial
funds through a private offering, we have allotted $275,800.00 towards equipment
purchases. This will include not only equipment for each representative but also
equipment for our headquarters. We will purchase the following equipment to
enhance and upgrade our facilities and equipment:

o Upgraded phone system and T-1 lines

o Three (3) admin computers with new software

o Software upgrades

o Furniture

(i) How long can we satisfy our cash requirements and will we need to raise
additional funds in the next 12 months?

Our Plan of Operation for the next twelve months is to raise capital to purchase
equipment and expand our operational and marketing staff. While we have the
necessary cash and revenue to satisfy our cash requirements for the next twelve
months, this would not include any of our plans for expansion. In the event we
sell shares in our private placement representing between 25%-75% of our
intended goal, we will be able to implement our expansion in accordance with
those same percentages. We anticipate that we will use the funds raised in the
private offering and revenues generated to fund equipment purchases and office
improvement and for marketing activities and working capital. Our failure to
market and promote our services will harm our business and future financial
performance. If we are unable to expand our operations within the next twelve
months, we will likely fail to increase our revenues. We cannot guarantee that
additional funding will be available on favorable terms, if at all. If adequate
funds are not available, then we may not be able to expand our operations. If
adequate funds are not available, we believe that our officers and directors
will contribute funds to pay for some of our expenses. However, we have not made
any arrangements or agreements with our officers and directors regarding such
advancement of funds. We do not know whether we will issue stock for the loans
or whether we will merely prepare and sign promissory notes. If we are forced to
seek funds from our officers or directors, we will negotiate the specific terms
and conditions of such loans when made, if ever. None of our officers or
directors are obligated to pay for our expenses. Moreover, none of our officers
or directors has specifically agreed to pay our expenses should we need such
assistance.

Our working capital, cash flows, revenue and profits are sufficient to sustain
our current operations. The goal of a future private offering is to raise
capital to allow for expansion. This expansion will require additional capital
and it is our intention to dedicate the funds raised to the execution of the
planned expansion.

Management anticipates that our operations will rise in 2008 and beyond as we
become more relevant in how we demonstrate our services. If we are able to raise
enough capital to implement our proposed Plan of Operation, we believe higher
revenues per share should result.

Management believes that the uncertainty regarding future trends revolves more
around management's ability to utilize web based technology to market our
products in a profitable fashion. Our competitors have a head start in this
arena, so there is a level of uncertainty about how successful our proposed
strategy will be. Once the strategy is implemented, management will measure
results on a monthly basis to see how this trend toward internet-based marketing
will affect our profitability in the future.

(ii) Summary of product research and development

We are not currently conducting, nor do we anticipate conducting any research
and development activities, other than the development of our proposed website
and looking into a possible new industry to target for offering our services.
However, we do plan to market ourselves aggressively.

(a) Marketing Plan

The first phase is to take Sequoia from a word of mouth approach only, to
a web based businesses around the nation. We will first post a job
description for our Director of Marketing position with Monster.com in an
effort to screen applicants and conduct interviews with qualified
candidates. They must possess strong verbal and written communication
skills, solid web instincts as it pertains to design and functionality and
a basic knowledge of how search engine listings are positioned. They must
also possess dynamic leadership skill and the ability to recruit and train
new representatives and prepare proposals for future clients. If for some
reason, we cannot locate a viable candidate through Monster.com, we will
empower an executive recruitment firm to locate qualified candidates for
this position. This person will work to move Sequoia to a company with a
strong web presence with a vision toward offering our services to
companies, locally, regionally and nationally.

Our Marketing Director will work through a local vendor to launch a
website that will enable customers to learn about the products and
services we offer, and, to contact us. Since we currently lack any type of
website, just the fact that we have a site that is functional will
increase our revenues by 15% because of the credibility factor. We believe
that we are consistently losing clients to competitors because we lack the
credibility of firms who actually have a web site on the internet.

Our target markets and marketing strategy will be fully developed. Our
marketing initiatives will include:

i. utilizing direct response print advertisements placed primarily in
small business, entrepreneurial, and special interest magazines;

ii. links to industry focused websites;

iii. affiliated marketing and direct mail;

iv. presence at industry trade shows; and

v. promoting our services and attracting businesses through our
proposed website.

We are aware of the value of a good presence at trade shows and
conventions for our industry. We have allotted between $1,000 to $14,700
of our working capital should we raise between $250,000 to $1,000,000 in
our private offering. The amounts vary greatly depending on how many
representatives we can send to trade shows and conventions. By having more
of our representatives at trade shows we can build relationships quicker
and gain market share at the same time. There are also many regional
events for representatives to attend to solicit clients.

We will develop a high quality brochure to send when we utilize a direct
market campaign. We have tentatively set the third quarter of 2008 as a
target date for a direct mail campaign. By waiting until the third
quarter, our representatives will have sufficient time to develop their
skills.

(b) Operational Strategies

- Power Point Presentation. We plan to create a flexible Power Point
presentation that our marketing department will use to deliver
professional presentations specifically tailored to the needs of our
target markets. The presentation will have a core section that is generic

to all customer segments as well as specific customer segment modules
allowing modification of the presentation for the appropriate audience.
Additionally, this Power Point presentation will be the basis for
brochures and print advertising layout to ensure we have a consistent look
through out all our marketing communications.

- Brochures. We expect to create a brochure featuring our family of
services and products. This will be a high quality brochure with extensive
detail.

- Public Relations and Advertising. We plan to implement a campaign to
obtain media coverage by publishing persuasive news articles and feature
stories that increase the awareness of the business services and further
the acceptance of our products, services and technologies as the solution
to targeted customer segments.

During our limited operations we have developed our target market.
Building a reputation for high quality and dependability will lead to
existence. These two factors will contribute to our success both in terms
of longevity and profitability. Our new representatives will be
responsible for more fully developing their geographic markets as well as
any potentially new markets.

(iii) Any expected purchase or sale of plant and significant equipment?

While we do not plan on purchasing any plant or single major piece of equipment,
we do plan on leasing a newer, more attractive office as a part of our plan, as
is the purchase of updated computers, and a combination copier/printer/scanner.

(iv) Employees

Currently, there are no full-time employees at Sequoia-Legato, Incorporated.

We anticipate achieving growth by hiring additional staff, installing computers,
and launching a professionally designed website to attract new clients. We plan
to hire individuals with the following strengths:

- - Operations Officers/Representatives: Sequoia-Legato, Incorporated will operate
through its operations officers to bring in new business and execute existing
business. Once the business is introduced Sequoia-Legato, Incorporated will
discuss the merits of funding each asset in committee. The committee will vote
on whether or not funding is feasible for the asset. When a positive vote is
recorded a decision will be made as to the best structure to secure funding. A
special purpose vehicle may be set up though Sequoia-Legato, Incorporated's
legal department or its Asset management committee for this purpose. The captive
insurance company will underwrite the risk of title and lien due diligence and
loan default loss and reinsurance will be placed for the insurance polices, if
such insurance is required. Convertible debentures with an indenture or other
debt securities may be floated for selected issues for the term of the asset
loan pool.

Sequoia-Legato, Incorporated's operations officers will manage operations
capital and the Company portfolio of insurance premiums and the associated
risks. Sequoia-Legato, Incorporated will repeat the described process, as needed
but will attempt to limit these issues to between four (4) to six (6) issues per
year. We will re-evaluate strategy and policy as the Company and its' operations
grow. Depending on business flow we will spin-off our ABS portfolio in or about
the second year after first funding of the subsidiary company.

- - Marketing: This position requires an individual experienced in marketing to
small businesses and developing and implementing ongoing marketing strategies.
This position will be a liaison between us and those institutions that utilize
our services.

- - Clerical Assistant: This individual will perform all daily office tasks
including, but not limited to, computer input and bookkeeping.

- - Computer Assistant: This individual will have web design experience, a working
knowledge of computer networks, as well as work with an outside web design firm
to establish our proposed website. We believe that our proposed website will be
an important tool to expand our area of operations and client base.

Results of Operations

General

We have generated no revenues since inception and have incurred $26,421 in
expenses from November 27, 2006 (inception) to December 31, 2007. The following
table shows our revenues, expenditures and net losses from inception.

Table 5.0 Revenues, Expenditures and Net Income

- --------------------------------------------------------------------------------
PERIOD REVENUE EXPENSES NET LOSS
- --------------------------------------------------------------------------------
Year Ended December 31, 2007 $ -0- $12,210 ($12,210)

Period from November 27, 2006
(inception) to December 31, 2006 $ -0- $ 200 ($ 200)

Although we are seeking to expand our services, the uncertain economy could have
a material adverse effect on such plans. While we have seen improvement in the
business economy, we cannot be assured that continued recovery will occur.

Other than current working capital, no other source of capital has been has been
identified or sought. To date, we have never had any discussions with any
possible acquisition candidate nor have we any intention of doing so. We expect
that we will only be able to complete the first twelve months of our business
plan without additional funds. If we are unable to increase revenue we would
postpone our cost-intensive plans such as trade shows and advertising while we
investigate alternative funding, such as private placement or debt financing.
Our directors have verbally agreed to loan the Company funds to complete the
registration process and continue operations in a limited scenario until
revenues will support operations, but we will require full funding to implement
our complete business plan.

Liquidity & Capital Resources

The current market trend has shown a steady increase in both the number of
companies utilizing our products and the rate at which small providers are
appearing. Management believes it can capitalize on both these trends by
utilizing a controlled growth and sound financial plan to locate clients. As we
begin acquisition of clients our liquidity increases in two ways. We will begin
a revenue stream from applications as well as from our offering of ancillary
devices. In the event a downturn in the market occurs, the Company plans to
tighten its plan on the acquisition of new clients to avoid overextending the
internal resources of the Company as well as straining the external resources
through our banking contacts.

Our internal liquidity is provided by our operations. In the event a building is
located and can be leased at a price under market value and the building can be
remodeled to accommodate the Company, the Company will consider leasing prior to
obtaining funds through our private placement or debt financing.

While the capital resources of the Company are limited from a cash perspective,
the credit of the officers and directors for guaranteeing any loan necessary is
extremely strong. The Company has not established any lines of credit with any

banks. In the event operations require additional credit to obtain equipment or
other business supplies, our officers and directors are willing to extend their
credit to accomplish the purchase.

During the second quarter of 2007, our officers and directors decided to
implement actions previously discussed in order to further facilitate the
Company's growth and expansion. Pursuant to the Company's Board of Directors'
authorization of the sale of shares of the Company's stock at $.001 per share to
a maximum of sixty (60) family and close friends of the Company's officers and
directors in order to gain additional funding and involvement for the Company's
expansion, the Company continued to seek to bring in friends and family as
additional shareholders/investors in the Company in order to assist in funding
the Company's endeavors. As of August, 2007, the Company had sold additional
shares of its common stock pursuant to this authorization. On September 7, 2007
the Company completed a forward stock split of 5:1 for all shareholders of
record as of August 27, 2007. During the second quarter of 2007, the Company's
management and Board discussed and decided that, while the expansion of its
business provides the benefits of diversification and support along with
additional revenue streams, it was still not providing sufficient cash flows to
facilitate the Company's principal objective of expanding. Accordingly, the
Company's Board and management decided to undertake the filing of an S-1
Registration Statement with the Securities and Exchange Commission to register
the current issued and outstanding shares. The Board and management additionally
decided to target a private placement offering of $1,000,000 to provide
sufficient cash resources for the acquisition of office space, employees and
equipment necessary to expand operations and provide sufficient working capital
to fund operations and marketing. Prior to offering any shares in a private
placement the Company will file a Form D with the Securities and exchange
Commission as well as register its offering in those states where shares will be
sold and that require such state registration.

In summary, Management and the Board also believe the decision to file an S-1
Registration Statement with SEC will provide the Company the opportunity to
provide liquidity for purchasers of shares that may be offered in a private
placement. The Company believes it has methodically built a unique, well-rounded
supporting infrastructure (i.e., providing the additional ancillary supporting
products) that, once adequately capitalized, will become a competitive and
unique force in the existing market. It is our belief that our cash flow is
sufficient to sustain our current level of operations. While operations could be
sustained for a long time (over twelve months), there would be minimal to be
distributed for the efforts of the officers and directors. To begin expansion,
funds will need to be brought into the Company to permit us to move forward with
our expansion. Without these funds, management believes it cannot sustain
expanding operations.

Management will use its discretion in considering a business combination in the
event it does not raise sufficient capital privately or through debt financing
for its planned expansion. To maintain its responsibility to protect shareholder
value, management will consider a merger, acquisition or other business
combination if sufficient capital is not available. Joint venture or strategic
alliances will also be considered appropriate forms of business combination. The
Company has not entered into discussions with any individual, promoter, public
relations firm or other company regarding any business combination.

Although no assurances can be made, we believe that our expenses will increase
proportionately to revenues during the fiscal year ending December 31, 2008.

Plan of Operation

Since we are not offering shares for sale in a primary offering, it is our
intention to raise additional capital through private sources or debt financing.
In the event we do a private placement of our shares, we will file a Form D with
the Commission as well as register our offering in those states that require
such registration.

Dilution

While there will be no dilution to existing shareholders from the resale
offering, dilution may occur in the event we chose to raise capital through a
private offering or debt financing.

The issuance of further shares and the eligibility of further issued shares for
resale will dilute our common stock and may lower the price of our common stock.
If you invest in our common stock, your interest will be diluted to the extent
of the difference between the price per share you pay for the common stock and
the pro forma as adjusted net tangible book value per share of our common stock
at the time of sale. We calculate net tangible book value per share by
calculating the total assets less intangible assets and total liabilities, and
dividing it by the number of outstanding shares of common stock.

In the future, we may issue additional shares, options and warrants and we may
grant stock options to our officers, employees, directors, and consultants under
a stock option plan, all of which may further dilute our net tangible book
value.

AUDIT COMMITTEE

We do not have an audit committee that is comprised of any independent director.
As a company with less than $1,000,000 in revenue we rely on our President
Robert K. Young for our audit committee financial expert as defined in Item
401(e) of Regulation S-B promulgated under the Securities Act. Our Board of
Directors acts as our audit committee. The Board has determined that the
relationship of Mr. Young as both our Company President and our audit committee
financial expert is not detrimental to the Company. Mr. Young has a complete
understanding of GAAP and financial statements; the ability to assess the
general application of such principles in connection with the accounting for
estimates, accruals and reserves in a fair and impartial manner; has experience
analyzing or evaluating financial statements that present a breadth and level of
complexity of accounting issues that are generally comparable to or exceed the
breadth and complexity of issues that can reasonably be expected to be raised by
the small business issuer's financial statements; an understanding of internal
control over financial reporting; and an understanding of audit committee
functions. Mr. Young has gained this expertise through his formal education and
vast experience as Chief Executive Officer to previous companies. He has
specific experience coordinating the financials of the Company with public
accountants with respect to the preparation, auditing or evaluation of the
Company's financial statements.

DISCLOSURE CONTROLS AND PROCEDURES

Our Board of Directors has determined that our Chairman/President, Robert K.
Young has developed disclosure controls and procedures that the full Board of
Directors believes are in keeping with the intent of the regulations. As our
President since inception, coordinating our Company's audits and financial
statements, Mr. Young and the full Board of Directors find the Company's
disclosure controls and procedures to meet or exceed those required.

INTERNAL CONTROL OVER FINANCIAL REPORTING

Our Chairman/President, Robert K. Young will be providing a full financial
reporting and accounting of the Company according to the Generally Accepted
Accounting Principles and guidelines established by the American Institute of
Certified Public Accountants. The Board of Directors has found no weakness in
the controls that have been established and believes that the semi-annual
monitoring by the full Board of Directors will keep those who invest in our
Company fully informed of the true financial status of the Company at all times.
Should there be a change in our internal control over financial reporting, this
change or changes will be made available in our reports filed with the
Securities and Exchange Commission.

CODE OF ETHICS

We have adopted a code of ethics as of June 25, 2007 that applies to our
principal executive officer, principal financial officer and principal
accounting officer as well as our employees. Our standards are in writing and
will be posted on our website, once our site is operational. Our complete Code

of Ethics has been attached to this registration statement as an exhibit. Our
annual report filed with the Securities Exchange Commission will set forth the
manner in which a copy of our code may be requested at no charge. The following
is a summation of the key points of the Code of Ethics we adopted:

o Honest and ethical conduct, including ethical handling of actual or
apparent conflicts of interest between personal and professional
relationships;

o Full, fair, accurate, timely, and understandable disclosure reports and
documents that a small business issuer files with, or submits to, the
Commission and in other public communications made by our Company;

o Full compliance with applicable government laws, rules and regulations;

o The prompt internal reporting of violations of the code to an appropriate
person or persons identified in the code; and

o Accountability for adherence to the code.

CORPORATE GOVERNANCE

As a small business issuer we are not listed on a national securities exchange
or in an inter-dealer quotation system that has requirements that a majority of
the board of directors be independent. We have not applied for a listing with a
national exchange or in an inter-dealer quotation system which has requirements
that a majority of the board of directors be independent. We are not subject to
the reporting requirements of Section 13(a) or 15(d) of the Exchange Act
respecting any director. We have conducted regular monthly Board of Director
meetings on the last business Friday of each month for the last calendar year.
Each of our directors has attended all meetings. We have no standing committees
regarding compensation, audit or other nominating committees. At our annual
shareholders meetings each shareholder is given specific information on how
he/she can direct communications to the officers and directors of the
corporation. All communications from shareholders are relayed to the members of
the Board of Directors.

EXPERTS

Certain of the financial statements of Sequoia-Legato, Incorporated included in
this prospectus and elsewhere in the registration statement, to the extent and
for the periods indicated in their reports, have been audited by Baum & Company,
Certified Public Accountants, whose reports thereon appear elsewhere herein and
in the registration statement.

LEGAL MATTERS

The validity of the common stock offered hereby will be passed upon for
Sequoia-Legato, Incorporated by Harrison Law, P.A., 6860 Gulfport Blvd. South,
#162, South Pasadena, Florida 33707.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

On December 19, 2007, we engaged Baum & Company, Certified Public Accountants,
as our independent auditor. They are our first auditor and we have had no
disagreements with Baum & Company on any matters of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, in
connection with its reports.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Directors and Executive Officers

The names and ages of our directors and executive officers are set forth below.
Our Articles of Incorporation provide for not less than one and not more than
fifteen directors. All directors are elected annually by the stockholders to
serve until the next annual meeting of the stockholders and until their
successors are duly elected and qualified.

Table 3.0 Directors and Executive Officers

Name Age Position
- ---- --- --------

Robert K. Young 48 President, Secretary and Chairman of the Board of
Directors

Rick Day 44 Director (1)

Dan DeBaun 51 Director (2)

(1) This is the first Directorship of a reporting company held by Mr. Day.

(2) This is the first Directorship of a reporting company held by Mr. DeBaun.

Background of Executive Officers and Directors

- - Robert K. Young has served as our President/Chairman of the Board of Directors
since our incorporation in November, 2006. Mr. Young is responsible for all of
the day-to-day operations. This included sales, research and marketing. The
responsibility of hiring and training all new employees falls on Mr. Young. He
will develop the necessary job descriptions and Company manuals providing all
the policies and procedures of the Company. In coordination with his
accountants, he set the internal controls over the accounting and financial
management of the Company. Robert Young recently served as the Senior Vice
President and General Manager of Federal Telecommunications within SAIC,
responsible for strategic direction, major procurement strategy, and
acquisitions. Mr. Young is active on the Board of Directors of Applied
Engineering Product Company (Salt Lake City, Utah), Daycom Communications (San
Diego, CA), Avalon Technologies (Arlington, VA), Touch Technologies Inc. (San
Diego, CA) and Priority Payment Services (San Diego, CA). Mr. Young is also
active on the Advisory Board for SBC (San Antonio, TX), iPass (Redwood Shores,
CA), S5 Wireless (Draper, Utah), Atreus Systems (Ottowa, CA), Hellosoft Inc (San
Jose, CA)., Sofinnova Ventures (San Francisco, CA). Mr. Young is the co-founder
of Nirvana Wireless (San Diego, CA.), RFSol (San Jose, CA), and The Panum Group
(Bethesda, MD).

Previously, Mr. Young was the Senior Vice President and General Manager of the
SAIC Global Telecommunications Group, where he built and managed SAIC's $115
million global commercial telecommunications business. As part of this
assignment Mr. Young sponsored SAIC investments in 13 telecommunications
companies with SAIC's Venture Capital Corporation and developed formal
relationships with clients such as SBC, Qwest, Bell South and The County of San
Diego. Previous board assignments include Chairman of ANX Asia Pacific
(SAIC/Mitsubishi Joint Venture), Board of Directors SAIC Ltd. Europe, Board of
advisors for Wisor Telecom (Bethesda, Md.), Packet Video (San Diego, CA),
Airespace, and Clear Technologies (Denver, CO).

Before joining SAIC in 1999, Mr. Young was the Vice President for Global
Services for Viasoft, where he was responsible for revenue growth of $35M and
for managing more than 200 employees in 55 countries. Prior to that, Mr. Young
was a Project Executive with IBM Global Services where he directed the
development and implementation of complex networking and ERP software projects
including resource planning for more than 600 personnel in IBM's Global Services
organization. Before joining IBM, Mr. Young was Executive Program Manager at
Lockheed Martin, where he directed an engineering and support staff of more than
450 engineers. Mr. Young has a Bachelor's degree from the College of William and
Mary and a Master's degree in Engineering from Oklahoma State University and is
a registered Professional Engineer and certified Project Management
Professional.

- - Rick Day has served as a Director since June, 2007. Rick is currently the
Chief Executive Officer of Daycom Systems of San Diego, California. Mr. Day
built the company from a startup to a $20 Million telecommunications company.
Daycom Systems is a nationwide provider of comprehensive business communication
solutions. Offering a full-range of services to help customers plan, design,

install and maintain voice and data networks. Daycom Systems optimizes your
communications systems by delivering custom, affordable, single-point-of-contact
solutions supported by industry-leading services, premier vendors and the
technical expertise to make it all work. Our trained and certified engineers,
technicians and market specialists support the communications systems of
organizations of all sizes in many industry sectors.

With customized maintenance contracts and the ability to deliver products and
respond to customers' needs quickly, Daycom Systems gets the "basics" right.
Daycom, a fully certified Avaya, Cisco and Siemens Business Partner, is
recognized by our commitment to leading-edge technology solutions with a focus
on delivering value to our customers.

- - Dan DeBaun has served as a Director since June, 2007. Over the past few years,
Dan DeBaun has been developing residential properties in the hot Florida real
estate market. At the same time, he has been coaching technology companies such
as NewCross and Linear on product direction and customer entry strategies. He
has consulted with and represented investment/equity companies intending to
invest in the telecommunication industry space particularly on equity position
investments, acquisitions and mergers. Previous to this work, Dan was in the
Telecommunication Industry for 25 years providing leadership in technology and
business innovation. As SAIC Corporate VP, Global Solutions, he lead the
commercial business development team responsible for establishing industry
applicability of SAIC assets and establishing/delivering brand, applications,
products and services to the market. Before working for SAIC, he was a senior
manager for Telcordia, responsible for large account management serving wireline
and wireless customers delivering creative Professional Services and Operation
Support System solutions. Dan was instrumental in fundamentally defining very
large scale offerings. Earlier in his career, Dan was in AT&T, General
Departments as interoffice systems program manager and in Bell Labs, a systems
engineer responsible for the introduction of new Interoffice Network Elements.

EXECUTIVE COMPENSATION

The following table sets forth information concerning the annual and long-term
compensation of our Chief Executive Officer, and the most highly compensated
employees and/or executive officers who served at the end of the fiscal years
December 31, 2006, and whose salary and bonus exceeded $100,000 for the fiscal
years ended December 31, 2006, for services rendered in all capacities to us.
The listed individuals shall be hereinafter referred to as the "Named Executive
Officers."

Table 7.0 Summary Compensation

- ------------------------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
Non-Equity
Incentive
Plan Non-Qualified All
Name and Stock Option Compen- Deferred Other
principal Salary Bonus Awards Awards sation Compensation Compen-
position Year ($) ($) ($) ($) ($) Earnings ($) sation ($) Total ($)
- ------------------------------------------------------------------------------------------------------------------------------------

Robert K. Young 2005 -0- -0- -0- -0- -0- -0- -0- -0-
(1), President, 2006 -0- -0- -0- -0- -0- -0- -0- -0-
Secretary and 2007 -0- -0- -0- -0- -0- -0- $188 $188
Chairman of the YTD
Board of Directors

Rick Day (2), 2005 -0- -0- -0- -0- -0- -0- -0- -0-
Director 2006 -0- -0- -0- -0- -0- -0- -0- -0-
2007 -0- -0- -0- -0- -0- -0- $15 $15
YTD

Dan DeBaun (3), 2005 -0- -0- -0- -0- -0- -0- -0- -0-
Director 2006 -0- -0- -0- -0- -0- -0- -0- -0-
2006 -0- -0- -0- -0- -0- -0- $15 $15
YTD

(1) There is no employment contract with Mr. Young at this time. Nor are there
any agreements for compensation in the future. A salary and stock options
and/or warrants program may be developed in the future.

(2) There is no employment contract with Rick Day at this time. Nor are there
any agreements for compensation in the future. A salary and stock options
and/or warrants program may be developed in the future.

(3) There is no employment contract with Dan DeBaun at this time. Nor are
there any agreements for compensation in the future. A salary and stock
options and/or warrants program may be developed in the future.

Additional Compensation of Directors

Our directors received minimal compensation in June, 2007 thru the issuance of
stock and they are not receiving any additional compensation. Compensation for
the future will be determined when and if additional funding is obtained.

Board of Directors and Committees

Currently, our Board of Directors consists of Robert K. Young, Rick Day and Dan
DeBaun. We are not actively seeking additional board members. At present, the
Board of Directors has not established any committees.

Employment Agreements

Currently, we have no employment agreements with any of our Directors or
Officers.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information concerning the beneficial ownership
of shares of our common stock with respect to stockholders who were known by us
to be beneficial owners of more than 5% of our common stock as of March 3, 2008,
and our officers and directors, individually and as a group. Unless otherwise
indicated, the beneficial owner has sole voting and investment power with
respect to such shares of common stock.

Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission ("SEC") and generally includes voting or
investment power with respect to securities. In accordance with the SEC rules,
shares of our common stock which may be acquired upon exercise of stock options
or warrants which are currently exercisable or which become exercisable within
60 days of the date of the table are deemed beneficially owned by the optionees,
if applicable. Subject to community property laws, where applicable, the persons
or entities named in Table 1.0 (See "Selling Security Holders") have sole voting
and investment power with respect to all shares of our common stock indicated as
beneficially owned by them.

Table 4.0 Beneficial Ownership

- --------------------------------------------------------------------------------------------------------
Amount and Nature of Beneficial Percent of Class (2)
Title of Name and Address of Ownership (1)
Class Beneficial Owner Before Offering After Offering Before Offering After Offering
- --------------------------------------------------------------------------------------------------------

Common Robert K. Young 1,060,000 1,060,000 60% 60%
Stock 1761 Vesper Lane
Suite 10
Carlsbad, California
92011

Common Rick Day 15,000 15,000 0.87% 0.87%
Stock 1761 Vesper Lane
Suite 10
Carlsbad, California
92011

Common Dan DeBaun 15,000 15,000 0.87% 0.87%
Stock 1761 Vesper Lane
Suite 10
Carlsbad, California
92011

Common All Executive Officers 1,090,000 1,090,000 61.74% 61.74%
Stock and Directors as a Group

(1) All of the figures have given retroactive effect to the stock split that
occurred on September 7, 2007.

(2) The percentages are based on a Before-Offering total of 1,720,000 shares
of common stock issued and outstanding as of the date of this prospectus
and no sale of the 1,720,000 selling security holders' shares after the
offering.

ORGANIZATION WITHIN LAST FIVE YEARS

We were formed as a Nevada corporation on November 27, 2006, as Sequoia Legato,
Incorporated, pursuant to Section 78, of the Nevada Revised Statutes.

We have not been involved in any bankruptcy, receivership or similar proceedings
since inception nor have we been party to a reclassification, merger,
consolidation or purchase or sale of a significant amount of assets not in the
ordinary course of business. We do not foresee any circumstances that would
cause us to alter our current business plan within the next twelve months. In
the event we do not raise additional capital through the primary offering we
will seek funds from private sources.

The Company has had no related transactions with any related persons, promoters
or control persons that have had an interest in our business except as follows:

1,090,000 shares of common stock were issued to the three directors for rendered
in their capacity as directors. These shares were valued at $0.001 per share
which is the price the Board of Directors determined to be the fair market value
of the services rendered. The Company recorded $218 of expense related to this
transaction.

Moneys were advanced by the Chairman of the Board and Majority Shareholder of
the Corporation through the use of his personal credit cards. No interest is
being charged to the Corporation

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

To the best of our knowledge there are no transactions involving any director,
executive officer, or any security holder who is a beneficial owner or any
member of the immediate family of the officers and directors other than the
following:

Mr. Robert K. Young, President and Chairman of the Board of Directors of the
Company, has made loans to the Company. As of December 31, 2007 there was a
total of $44,983 due to Mr. Young. These loans are non-interest bearing and due
on demand.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES

Our Articles of Incorporation do include a provision under Section 78.7502 of
the Nevada Revised Statutes, to permit us to indemnify any Director, Officer,
agent or employee as to those liabilities and on those terms and conditions as
appropriate and to purchase and maintain insurance on behalf of any such persons
whether or not the corporation would have the power to indemnify such person
against the liability insured against.

Our By-Laws, Article X, Section 3, do permit us to indemnify any Director,
Officer, agent or employee as to those liabilities and on those terms and
conditions as appropriate and to purchase and maintain insurance on behalf of
any such persons whether or not the corporation would have the power to
indemnify such person against the liability insured against.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of
Sequoia-Legato, Incorporated pursuant to the foregoing provisions, we have been
informed that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act and
is unenforceable.

WHERE YOU CAN FIND MORE INFORMATION

Sequoia-Legato, Incorporated will be subject to the informational requirements
of the Securities Exchange Act of 1934, and in accordance therewith files
reports, or information statements and other information with the Securities and
Exchange Commission. Such reports and other information can be inspected and
copied at the public reference facilities maintained by the Commission at 100 F
Street N. E., Washington, D.C. 20549, at prescribed rates. In addition, the
Commission maintains a web site that contains reports, proxy and information
statements, and other information regarding registrants that file electronically
with the Commission. The address of the Commission's web site is
http://www.sec.gov.

Sequoia-Legato, Incorporated, Inc has filed with the Commission a registration
statement on Form S-1 under the Securities Act of 1933 with respect to the
common stock being offered hereby. As permitted by the rules and regulations of
the Commission, this prospectus does not contain all the information set forth
in the registration statement and the exhibits and schedules thereto. For
further information with respect to Sequoia-Legato, Incorporated, Incorporated
and the common stock offered hereby, reference is made to the registration
statement, and such exhibits and schedules. A copy of the registration
statement, and the exhibits and schedules thereto, may be inspected without
charge at the public reference facilities maintained by the Commission at the

addresses set forth above, and copies of all or any part of the registration
statement may be obtained from such offices upon payment of the fees prescribed
by the Commission. In addition, the registration statement may be accessed at
the Commission's web site. Statements contained in this prospectus as to the
contents of any contract or other document are not necessarily complete and, in
each instance, reference is made to the copy of such contract or document filed
as an exhibit to the registration statement, each such statement being qualified
in all respects by such reference.

FINANCIAL STATEMENTS

Table of Contents

AUDITED FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM F-2

Balance Sheets as at December 31, 2007 and December 31, 2006 F-3

Statements of Operations for the Year Ended December 31,
2007, the Period from November 27, 2006 (inception) to
December 31, 2006 and the Period from November 27, 2006
(inception) to December 31, 2007 F-4

Statements of Changes in Stockholders' Deficit, for Period
from November 27, 2006 (inception) to December 31, 2007 F-5

Statements of Cash Flows for the Year Ended December 31,
2007, the Period from November 27, 2006 (inception) to
December 31, 2006 and the Period from November 27, 2006
(inception) to December 31, 2007 F-6

Notes to the Financial Statements F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Sequoia-Legato, Incorporated
Carlsbad, California

We have audited the accompanying balance sheets of Sequoia-Legato, Incorporated
(the "Company") as of December 31, 2006 and 2007 and the related statements of
operations, stockholders' deficit and cash flows for the for the Year Ended
December 31, 2007, the Period from November 27, 2006 (inception) to December 31,
2006 and the Period from November 27, 2006 (inception) to December 31, 2007.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with 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. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Sequoia-Legato, Incorporated as
of December 31, 2006 and 2007 and the results of its operations and its cash
flows for the periods then ended in conformity with accounting principles
generally accepted in the United States.

January 31, 2008
Coral Springs, Florida 33071

F-2

Sequoia-Legato, Inc.
(A Development Stage Company)
Balance Sheets
As at December 31, 2007 and 2006

2007 2006
-------- --------

Assets

Current Assets

Cash $ 143 $ --

Deferred Registration Fees 35,000 --

Total Current Assets 35,143 --
-------- --------

Total Assets $ 35,143 $ --
======== ========

Liabilities and Stockholders' Deficiency

Current Liabilities

Accounts and Accrued Expenses Payable $ 1,450 $ --

Due to Officer 44,983 (200)

Total Current Liabilities 46,433 200

Stockholders' Deficiency

Common Stock - $.001 Par Value. 100,000,000
Shares Authorized, 1,720,000 and 0 Shares
Issued and Outstanding at September 30,
2007 and December 31, 2006 Respectively 344 --

Additional Paid-in Capital -- --

Deficit (13,210) (200)
-------- --------

Total Stockholders' Deficiency (11,290) (200)
-------- --------

Total Liabilities and Stockholders' Deficiency $ 35,143 $ --
======== ========

(The accompanying notes are an integral part of these financial statements)

F-3

Sequoia-Legato, Inc., Inc.
(A Development Stage Company)

Statements of Operations

For the Year Ended December 31, 2007,
the Period from November 27, 2006 (inception) to December 31, 2006
and the Period from November 27, 2006 (inception) to December 31, 2007

Year Ended Nov 27, 2006 to Nov 27, 2006 to
Dec 31, 2007 Dec 31, 2006 Dec 31, 2007
-------------- -------------- -------------

Expenses
Administrative
and General $ 12,810 $ 200 $ 13,010

Total Expenses 12,810 200 13,010
-------------- -------------- -------------

Loss before Interest
Expense (12,810) (200) (13,010)

Interest Expense -- -- --
-------------- -------------- -------------
Loss before Provision
for Income Taxes (12,810) (200) (13,010)

Provision for
Income Taxes
-------------- -------------- -------------

Net Loss $ (12,810) $ (200) $ (13,010)
============== ============== =============

Basic
Loss per Share $ (0.04) n/a n/a

Weighted
Average Shares
Outstanding 353,035 n/a n/a

(The accompanying notes are an integral part of these financial statements)

F-4

Sequoia-Legato, Inc., Inc.
(A Development Stage Company)

Statements of Stockholder's Deficiency

For the Period from November 27, 2006 (inception) to December 31, 2007

COMMON STOCK DEFICIT
------------------------- ACCUMULATED
NUMBER DURING THE
OF DEVELOPMENT
SHARES AMOUNT STAGE TOTAL
----------- ----------- ------------- -----------

Balance, November 27, 2006
(Date of inception) -- $ -- $ -- $ --
-----------

Loss for the Period from
November 27, 2006
(inception) to
December 31, 2006 -- -- (200) (200)
------------------------- ------------- -----------

Balances December 31, 2006 -- -- (200) (200)

Stock Issued for cash 126,000 126 -- 126
Stock Issued for director
services 218,000 218 -- 218
Additional shares issued on
for 1 stock split 1,376,000 1,376 -- 1,376
Loss for the Year Ended
December 31, 2007 (12,810) (12,810)
------------------------- ------------- -----------

Balances December 31, 2007 1,720,000 $ 1,720 $ (13,010) $ (11,290)
========================= ============= ===========

(The accompanying notes are an integral part of these financial statements)

F-5

Sequoia-Legato, Inc., Inc.
(A Development Stage Company)

Statements of Cash Flows

For the Year Ended December 31, 2007,
the Period from November 27, 2006 (inception) to December 31, 2006
and the Period from November 27, 2006 (inception) to December 31, 2007

Nov 27, 2006
Year Ended to Dec 31, Nov 27, 2006
Dec 31, 2007 2006 to Dec 31, 2007
------------- ------------- ---------------

Net Loss $ (12,810) $ (200) $ (13,010)
Add:Non-Cash Items:
Stock Issued for Services 218 -- 218
------------- ------------- -------------
(12,592) (200) (12,792)
Change in Non-Cash Working Capital Items:
Deferred Registration Fees (35,000) -- (35,000)
Accounts and Accrued Expenses
Payable 1,450 -- 1,450
------------- ------------- -------------

Cash Used by Operations (46,142) (200) (46,342)
------------- ------------- -------------

Cash Flows From Financing Activities
Due to Officer 44,783 200 44,983
Stock Issued for Cash 1,502 -- 1,502
------------- ------------- -------------
Cash Provided By Financing
Activities 46,285 200 46,485
------------- ------------- -------------

Change In Cash 143 -- 143

Cash, Beginning Of Period -- -- --
------------- ------------- -------------

Cash, End Of Period $ 143 $ -- $ 143
============= ============= =============

(The accompanying notes are an integral part of these financial statements)

F-6

Sequoia-Legato, Incorporated
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
Year Ended December 31, 2007 and
the Period from November 27, 2006 (Date of Inception) to December 31, 2006

1. Basis for Presentation

Sequoia-Legato, Incorporated (the "Company") was incorporated in the State
of Nevada on November 27, 2006 and is in its developmental stage.

At incorporation, the company had authorized capital of 100,000 common
shares, with a par value at $0.001. On June 4, 2007, the Board of
Directors adopted a resolution raising the authorized capital of the
company to 100,000,000, with the par value remaining at $0.001. On August
28, 2007, the Board of Directors authorized a forward stock split in the
ration of 5 for 1, with an effective date of September 7, 2007, with the
par value remaining at $0.001. All share and per share amounts included in
this document have taken both the forward split and reverse split into
account.

2. Nature of Operations

a) Development Stage Activities

To date, the Company's activities have mainly been organizational,
directed at acquiring its principal assets, raising its initial capital
and developing its business plan.

The Company is a diversified holdings company which was formed to
originate, fund and source funding for asset-based transactions in the
private market. Sequoia-Legato, Incorporated's main products will be to
acquire, provide funding and insurance to its target companies. Commencing
in November, 2006 the Company was preparing for the roll out of their
intended website, investigating costs, contemplating website design and
templates and products and constructing our intended website.

b) Going Concern

The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. We must raise additional capital
to expand operations. The current working capital will be sufficient to
sustain our current operations for at least twelve months. Currently , the
Company is expending approximately $2,000 per month for operations.
Without raising additional capital we may not be able to implement our
planned expansion of operations. The founder and CEO of the Company is
currently funding the limited operations of the Company. The Company
anticipates that the successful completion of its S-1 Registration
statements will assist the Company in its capital formation.

F-7

3. Significant Accounting Policies

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

a) Development Stage Company

The Company is a development stage company as defined in the Statements of
Financial Accounting Standards No. 7. The Company is devoting
substantially all of its present efforts to establish a new business and
none of its planned principal operations have commenced. All losses
accumulated since inception have been considered as part of the Company's
development stage activities.

b) Use of Estimates

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

c) Revenue recognition

The Company has not recognized revenue since its inception. The Company
will recognize revenue in accordance with Staff Accounting Bulletin
("SAB") No. 104, "Revenue Recognition," which superseded SAB No. 101,
"Revenue Recognition in Financial Statements." SAB No. 101 requires that
four basic criteria must be met before revenue can be recognized.

e) Cash Equivalents

The Company considers all highly liquid debt instruments with an original
maturity of three months or less to be cash equivalents. Cash and cash
equivalents, accounts receivable and accounts payable are short-term in
nature and the net values at which they are recorded are considered to be
reasonable estimates of their fair values. The carrying values of notes
payable are deemed to be reasonable estimates of their fair values

f) Concentration Risks

The Company currently has no concentration risks.

F-8

g) Receivables

Receivables are recorded net of any allowance for expected losses.
Receivable balances are reviewed quarterly to determine if any allowance
is required. At December 31, 2007 and December 31, 2006 no allowance was
recorded.

h) Long Lived Assets

Fixed assets are recorded at cost. For book purposes depreciation is
computed on the straight-line method, based on the estimated useful lives
of the assets of generally seven years. Expenditures for maintenance and
repairs are charged to operations as incurred. Depreciation and
Amortization expense was $0 for both periods presented. The Company
reviews property, plant and equipment and any identifiable intangibles for
impairment whenever events or changes in circumstances indicate the
carrying amount of an asset may not be recoverable. Recoverability of
these assets is measured by comparison of its carrying amount to future
undiscounted cash flows the assets are expected to generate. If property,
plant, and equipment and certain identifiable intangibles are considered
to be impaired, the impairment to be recognized equals the amount by which
the carrying value of the assets exceeds its fair market value.

i) Intangible assets

Intellectual property rights are valued at the date of acquisition by
management and amortized over 15 years. The Company continually evaluates
the carrying value of goodwill and other intangible assets to determine
whether there are any impairment losses. If indicators of impairment are
present in intangible assets used in operations and future cash flows are
not expected to be sufficient to recover the assets' carrying amount, an
impairment loss would be charged to expense in the period identified.

j) Advertising

Advertising costs are expensed as costs are incurred.

l) Organizational and Start Up Costs

Costs of start up activities, including organizational costs, were
expensed as incurred.

m) Basic and Diluted Loss Per Share

In accordance with SFAS No. 128 - "Earnings Per Share", the basic loss per
common share is computed by dividing net loss available to common
stockholders by the weighted average number of common shares outstanding.
Diluted loss per common share is computed similar to basic loss per common
share except that the denominator is increased to include the number of
additional common shares that would have been outstanding if the potential
common shares had been issued and if the additional common shares were
dilutive. For both periods presented, the Company had no stock equivalents
that were anti-dilutive and excluded in the earnings per share
computation.

F-9

o) Income Taxes

The Company is treated as a corporation for federal income tax purposes.
Consequently, federal income taxes are payable by the Company and its
shareholders. The Company's net income or loss is taxed. Shareholders are
taxed individually on any distributions made of the Company's earnings.
See also Note 10.

4. Share Capital

a) Issued Shares

At incorporation, the company had authorized capital of 100,000 common
shares, with par value at $0.001. On June 4, 2007, the Board of Directors
adopted a resolution raising the authorized capital of the company to
100,000,000, with par value remaining at $0.001.

On August 28, 2007, the Board of Directors authorized a forward stock
split in the ration of 5 for 1, with an effective date of September 7,
2007. Following the stock split the number of issued and outstanding
shares in the Company totaled 1,720,000.

The par value of the common stock remained unchanged at $0.001 and the
number of authorized common shares remained at 100,000,000.

All share and per share amounts included in these financial statements
have taken into account the forward split described above.

c) Stock Issued for Services

On June 4, 2007, the Company issued 1,090,000 shares (218,000 pre-split)
of stock to three individuals for services rendered.

5. Related Party Transactions

The 1,090,000 shares issued for services described in Note 4 (c) were
issued to directors of the Corporation. These shares were valued at $0.001
per share which is the estimated fair market value of the services
rendered on the date of the transaction. The Company recorded $218 in
salary expense related to this transaction.

A shareholder and CEO has advanced funds for the commencement of the
Company's operations. These advances are unsecured, non-interest bearing
and have no repayment schedule. In addition, the Company operates out of
limited office space provided by the same shareholder at no charge.

F-10

6. Income Taxes

Deferred income taxes (benefits) are provided for certain income and
expenses which are recognized in different periods for tax and financial
reporting purposes. The Company has established a 100% valuation allowance
against this deferred tax asset, as the Company has no history of
profitable operations.

The differences between Federal income tax rate and the effective income
tax rate as reflected in the accompanying statements of operations are:

December 31, 2007 December 31, 2006
----------------- -----------------

Statutory federal income tax rate 34% 34%
State Rate (Net of Federal Benefit) 6 0
Valuation allowance (40) (34)
Effective tax rate --% --%

The Company was incorporated in Nevada and not subject to state income
taxes in 2006. In 2007, it opened its offices in California and became
subject to CA taxation. There is no minimum tax in California in the
initial year of operations. Subsequently, the minimum annual state
franchise tax in California will be $800.

- Rest of Page Intentionally Left Blank -

F-11

(Outside Back Cover Page Prospectus)

Until July ____, 2008 (120 days after the date of this prospectus), all dealers
that buy, sell or trade these securities, whether or not participating in this
offering, may be required to deliver a prospectus. This is in addition to the
dealers' obligation to deliver a prospectus when acting as underwriters and with
respect to their unsold allotments or subscriptions.

TABLE OF CONTENTS

PART I

PROSPECTUS SUMMARY

RISK FACTORS

A NOTE CONCERNING FORWARD-LOOKING STATEMENTS

USE OF PROCEEDS

DETERMINATION OF OFFERING PRICE

DILUTION

SELLING SECURITY HOLDERS

PLAN OF DISTRIBUTION

IMPACT OF THE "PENNY STOCK" RULES ON BUYING OR SELLING OUR COMMON STOCK

DESCRIPTION OF SECURITIES

INTEREST OF NAMED EXPERTS AND COUNSEL

DESCRIPTION OF BUSINESS

DESCRIPTION OF PROPERTY

LEGAL PROCEEDINGS

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

Our Business

Results of Operations

Liquidity & Capital Resources

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

EXECUTIVE COMPENSATION

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

ORGANIZATION WITHIN LAST FIVE YEARS

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES

FINANCIAL STATEMENTS

SIGNATURES

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Other Expenses of Issuance and Distribution

The following table sets forth the costs and expenses payable by Sequoia-Legato,
Incorporated in connection with the sale of the securities being registered. All
amounts are estimates except the Securities and Exchange Commission registration
fee and the Accounting Fees and Expenses:

Registration Fee $52.81
Federal taxes, state taxes and fees $0
Printing and Engraving Expenses $25
Accounting Fees and Expenses $10,000
Legal Fees and Expenses $500
Transfer Agent's Fees and Expenses $800
Miscellaneous $5,000
Total $16,325

We will bear all the costs and expenses associated with the preparation and
filing of this registration statement including the registration fees of the
selling security holders.

Indemnification of Directors and Officers

In addition, our By-Laws, Article X, Section 3, do permit us to secure insurance
on behalf of any officer, director, employee or other agent for any liability
arising out of his or her actions in such capacity, regardless of whether or not
Nevada law would permit indemnification. We have not obtained any such insurance
at this time.

We have been advised that it is the position of the Securities and Exchange
Commission that insofar as the foregoing provisions may be invoked to disclaim
liability for damages arising under the Securities Act of 1933, as amended, that
such provisions are against public policy as expressed in the Securities Act and
are therefore unenforceable.

Recent Sales of Unregistered Securities

Set forth below is information regarding the issuance and sales of
Sequoia-Legato, Incorporated's common stock without registration during the last
three years. No sales involved the use of an underwriter and no commissions were
paid in connection with the sale of any securities. The following securities of
Sequoia-Legato, Incorporated were issued by Sequoia within the past three (3)
years and were not registered under the Securities Act of 1933:

(a) On June 4, 2007 the Board of Directors authorized the sale of up to one
hundred eighty thousand (180,000) additional shares of stock. The Company
sold one hundred twenty-six thousand (126,000) of the authorized one
hundred eighty thousand (180,000) shares and then closed the sale of
additional shares. The sale of stock to the following individuals was
issued shares from the authorized capital stock for additional
paid-in-capital. These shares were exempt from registration pursuant to

II-1

Section 4(2) of the Securities Act of 1933 as the shares were not a part
of a public offering. There was no distribution of a prospectus, private
placement memorandum, or business plan to the public. There was no
information transmitted by electronic means or by use of the Internet.
Shares were sold to friends, family and personal business acquaintances of
the President, Robert K. Young. Each individual had specific knowledge of
the Company's operation that was given to them personally by the
President, Robert K. Young. Each individual is considered educated and
informed concerning small investments, such as the $3.00 investment in our
Company. The sale of the shares occurred between June 4, 2007 and August
27, 2007 to the following individuals. Upon receipt of the executed
subscription agreements, the sale of any additional shares was closed by
the Board of Directors. The following table gives effect to the forward
stock split of 5:1 that occurred on September 7, 2007.

Name of Stockholder Shares Received Date Shares Sold Consideration
- --------------------------------------------------------------------------------
Timothy W. Barker 15,000 8/27/2007 $3.00

Jennifer L. Barker 15,000 8/27/2007 $3.00

William R. Barker 15,000 8/27/2007 $3.00

Kathleen Barker 15,000 8/27/2007 $3.00

Nicholas Hutter 15,000 8/27/2007 $3.00

Hernando Otero 15,000 8/27/2007 $3.00

John Trahe 15,000 8/27/2007 $3.00

Alison Trahe 15,000 8/27/2007 $3.00

Christopher Fenton 15,000 8/27/2007 $3.00

Colleen Fenton 15,000 8/27/2007 $3.00

Frank Gawenus 15,000 8/27/2007 $3.00

Anita Gawenus 15,000 8/27/2007 $3.00

Rafael Garcia Aguayo 15,000 8/27/2007 $3.00

Sandra A. Trahe 15,000 8/27/2007 $3.00

Gregg Troyanowski, Sr. 15,000 8/27/2007 $3.00

Donna Troyanowski 15,000 8/27/2007 $3.00

Gregg Troyanowski, Jr. 15,000 8/27/2007 $3.00

Gary Troyanowski 15,000 8/27/2007 $3.00

Glen Troyanowski 15,000 8/27/2007 $3.00

Nicholas A. Trahe 15,000 8/27/2007 $3.00

Carolyn Pfaff 15,000 8/27/2007 $3.00

Tom Holkenborg 15,000 8/27/2007 $3.00

Shane Kelly 15,000 8/27/2007 $3.00

Jessica Brady 15,000 8/27/2007 $3.00

Rocco J. Covello 15,000 8/27/2007 $3.00

Rose Covello 15,000 8/27/2007 $3.00

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Meghan Barker 15,000 8/27/2007 $3.00

Chris Chavana 15,000 8/27/2007 $3.00

Michael Zielinski, Sr. 15,000 8/27/2007 $3.00

Diane Zielinski 15,000 8/27/2007 $3.00

Michael Zielinski, Jr. 15,000 8/27/2007 $3.00

Barry Forburger 15,000 8/27/2007 $3.00

Dana Forburger 15,000 8/27/2007 $3.00

Julio Vicente 15,000 8/27/2007 $3.00

Betsy Vicente 15,000 8/27/2007 $3.00

Greg Schwabe 15,000 8/27/2007 $3.00

MaryAnne Schwabe 15,000 8/27/2007 $3.00

Carlos Perez 15,000 8/27/2007 $3.00

Francisco Perez 15,000 8/27/2007 $3.00

Anna A. Biascoechea 15,000 8/27/2007 $3.00

Barbara Perez 15,000 8/27/2007 $3.00

Minh Lee 15,000 8/27/2007 $3.00

Exhibits and Financial Statement Schedules.

(a) Exhibits.

Index of Exhibits

The following Exhibits are filed as part of this Registration Statement. All
Exhibits are attached hereto unless otherwise noted.

- --------------------------------------------------------------------------------
Exhibit Description
No.
- --------------------------------------------------------------------------------

3(i) Sequoia-Legato, Incorporated Certificate of Incorporation

3(ii) Articles of Amendment to Sequoia-Legato, Incorporated Certificate of
Incorporation

3(iii) Sequoia-Legato, Incorporated By-Laws

5.4 Opinion Regarding Legality and Consent of Counsel: by Harrison Law,
P.A.

14 Code of Ethics

23.4 Consent of Experts and Counsel: Independent Auditor's Consent by
Baum & Company, Certified Public Accountants.

* Exhibit previously filed

II-3

(b) Financial Statement Schedules.

Undertakings

(1) The undersigned Registrant hereby undertakes to file, during any period in
which offers or sales are being made, a post-effective amendment to this
registration statement:

(a) To include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933.

(b) To reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement; notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in the
volume and price represent no more than a twenty percent change in the maximum
aggregate offering price set forth in the "calculation of registration fee"
table in the effective registration statement.

(c) To include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material change to
such information in the registration statement.

(2) The undersigned Registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(3) The undersigned Registrant hereby undertakes to remove from registration by
means of a post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

(4) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
undersigned Registrant according the foregoing provisions, or otherwise, the
undersigned Registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

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SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-1 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of
Carlsbad, State of California, on March 6, 2008.

(Registrant)
SEQUOIA-LEGATO, INCORPORATED

By: /s/ Robert K. Young
--------------------------
Robert K. Young, President

In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.

Name Title Date
- ---- ----- ----

/s/ Robert K. Young Principal Executive Officer, March 6, 2008
- ------------------------- Principal Accounting Officer,
Robert K. Young Chief Financial Officer, Secretary,
Chairman of the Board of Directors

/s/ Dan DeBaun Director March 6, 2008
- -------------------------
Dan DeBaun

/s/ Rick Day Director March 6, 2008
- -------------------------
Rick Day

Page II-5