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COMPANY INFORMATION AND UPDATED
DISCLOSURE STATEMENT SEPTEMBER 30, 2012
Part A General Company Information
Item I.
NAME:
Item II.
ADDRESS:
Item III.
Jurisdiction and date of the incorporation:
Part B Share Structure
MYECHECK, INC.
Stock Symbol (MYEC)
FORMERLY LISTED AS
Sekoya Holdings Ltd. Until 12-2007
MYECHECK, Inc
6026 Ladero Way
El Dorado Hills, CA 95762
(916) 222-4376
Website:
www.myecheck.com
Email:
ir@myecheck.com
Wyoming as of May 25, 2012;
Originally incorporated in Nevada on May 19, 2005 as
Sekoya Holdings, Ltd. Until 12 – 2007
Item IV.
The title and class of securities outstanding:
The company has 5,000,000,000 shares authorized with .00001 par value. The company
has 2,470,000 common shares outstanding; of which 1,230,529 is free trading.
1. Preferred A -1 Stock 100,000,000 shares authorized, at .00001 par value and none
issued and outstanding.

Part C Business Information
Item VII.
Name and Address of Transfer Agent:
Item: VIII
Nature of the business:
A.
Signature Stock Transfer, Inc.
2632 Coachlight Ct.
Plano, TX 75093
(972) 612-4120
SignatureStock@aol.com
Registered with the SEC
Myecheck, Inc. is a C Corporation
The business started in May 19, 2005.
The Fiscal Year is December 31.
There has been no filing of bankruptcy nor receivership.
The issuer is not now nor has ever been a shell company.
There has no pending or threatened legal action.

B.
Business Description:
• MyECheck, Inc. (“MyECheck” or the “Company”) is an early stage company
engaged in the payment processing industry; specifically MyECheck provides
electronic check image (“e-check”) services to merchants, payment services
providers, banks and other businesses. MyECheck was founded and incorporated
in Delaware in October 2004 to capitalize on opportunities created by the passing
of The Check Clearing for the 21 st Century Act (“Check 21”). MyECheck has
commenced formal business operations and is generating revenue.
• MyECheck was created to satisfy the demand for an alternative payment solution
to credit and debit cards for online commerce. MyECheck has developed and
utilizes a proprietary method of creating and clearing Remotely Created Check
(“RCC”) images on behalf of its e-commerce customers, having successfully
implemented its proprietary RCC service that enables companies to accept realtime
check payments from consumers and businesses online or over a telephone.
• MyECheck provides additional services to support its RCC service including
fraud loss prevention services. MyECheck also provides a number of services
such as check remittance processing and remote deposit capture (“RDC”) services
for brick and mortar companies, such as banks and retailers.
• MyECheck entered into a merger agreement with Sekoya Holdings Ltd., a
Nevada corporation in November 2007, amended and restated February 4, 2008.
The merger was effective March 14, 2008. Shareholders of Sekoya at the time of
the merger would own approximately 40% of the shares of the surviving company
and shareholders of MyECheck would own approximately 60% of the surviving
company, with all parties being diluted by additional financing to be completed
following the Merger (excluding 2,000,000 shares held in escrow as remedies for
breaches of the Merger Agreement).
• Revenue is generated from transaction fees charged to companies that contract
with MyECheck to utilize the Company’s services.
• Check 21 was signed into law on October 28, 2003, and became effective on
October 28, 2004. Check 21 is designed to foster innovation in the payments
system and to enhance its efficiency by reducing some of the legal impediments
to check truncation. The law facilitates check truncation by creating a new
negotiable instrument called a substitute check, which permits banks to truncate
original checks, to process check information electronically, and to deliver
substitute checks to banks that want to continue receiving paper checks. A
substitute check is the legal equivalent of the original check and includes all the
information contained on the original check. The law does not require banks to
accept checks in electronic form nor does it require banks to use the new authority
granted by the Act to create substitute checks.

• MyECheck started processing transactions on version one of its software platform
in July of 2005 and continued through March of 2006, after which it ceased
processing in order to further develop and refine its service offerings.
• During the period from March of 2006 through September 2007, MyECheck
redesigned and developed its software platform to better suit the demands of its
prospective customers and to ensure the accurate performance of the software.
• MyECheck has been sponsored by First Regional Bank, and successfully
completed approval and check image file (ANSI X9.37) testing with the Federal
Reserve Bank in the second quarter of 2007.
• Version two of its software platform was launched in September of 2007 and
MyECheck has been steadily ramping up transaction volume on the system since
then.
• MyECheck offers comprehensive, easily implemented solutions that include realtime
check authorization, payment guarantee, check image creation and clearing
and complete online reporting. Set out below are services that MyECheck
provides and intends to provide as part of its business plan.
Unique Selling Points
Remotely Created Check Service
• Internet merchants and other companies wishing to accept payments online or
over a telephone (“Merchants”) can directly integrate with MyECheck’s payment
engine. Payor check data is collected by the Merchant either at the Merchant’s
website or over the telephone, and is transmitted in real-time to MyECheck for
processing.
• MyECheck uses patent pending technology to generate RCCs in accordance with
the Federal Reserve Check 21 specification. RCC images are formatted and are
transmitted in near real-time to banks, or more commonly directly to the Federal
Reserve for clearing on behalf of MyECheck’s partner bank(s).
• MyECheck believes that its RCC service overcomes many of the shortcomings of
Automated Clearing House (“ACH”) based e-check systems and cost-effectively
provides higher transaction success rates, faster funds clearing and fewer returned
items.
• MyECheck believes that it is positioned to capture a significant market share of
the alternative payments industry with a viable alternative payment method for
online payments. Compared to other online payment methods, MyECheck works
with more consumers, with the ability to guarantee payments at rates lower than
non-guaranteed card processing rates.

Check Authorization Service
• MyECheck offers Check Authorization Service which enables merchants to verify
consumer provided data, check the status of the customer’s bank account, provide
evidence that the consumer has authorized the check and predict the likelihood of
a check being returned unpaid. Businesses that accept payments online through
MyECheck utilize this service to provide greater assurance that the check will
clear. Transactions can be approved or declined based upon the results of the
Check Authorization Service.
Check Guarantee Service
• MyECheck co-markets with Check Guarantee Providers to offer Check Guarantee
Service. The Check Guarantee Provider warranties all approved checks and
reimburses the Payee for financial losses incurred as a result of returned checks.
The Check Guarantee Provider buys the returned checks that have been warranted
from merchants for the full face value of the returned checks. MyECheck
merchants utilize Check Guarantee Service so that they can ship products or
provide services immediately without having to wait for the check to clear. The
Check Guarantee Service also eliminates the need for Merchants to collect on
returned checks from their customers. The Check Guarantee Providers are
independent third parties whose services are offered to Merchants separately from
the MyECheck service. MyECheck is not compensated by, and does not
compensate, Check Guarantee Providers. MyECheck may in the future enter into
compensated arrangements with Check Guarantee Providers.
Remote Deposit Capture and Remittance Processing
• MyECheck provides Remote Deposit Capture and Remittance Processing
Solutions that enable companies to scan paper checks at the brick and mortar
point of sale or back office, and remit check images to MyECheck for processing.
MyECheck formats the check images in accordance with the Federal Reserve
Check 21 specification (ANSI X9.37) and transmits the files in near real-time
directly into the check clearing system, as it does with its RCC image files. RDC
reduces Merchant handling and administrative costs, eliminates paper check
transportation, speeds clearing by an average of 2+ days and improves Merchant
cash flow.
International Payment Service
• Through relationships with foreign financial services organizations, MyECheck is
planning to add international bank transfer payment services that will allow
MyECheck merchants to accept non-card associated bank transfers in local
currencies from the world’s largest global markets.

• The methodology expected to be employed with the international service would prevent consumer
initiated repudiation and charge-backs, eliminating most types of international payments fraud.
This service facilitates funds collection in over 50 countries and provides bank transfer remitting
capabilities to bank accounts in over 120 countries. The system currently supports 21 currencies
and will perform foreign exchange if required.
Company Competition
Leases
• Other new alternative payment brands have emerged and have experienced
tremendous success in recent months and years. Management believes that
MyECheck services are in many ways more viable, and possess greater revenue
potential than other alternative payment services that have emerged.
• Most other alternative payment services enable consumers to pay with either
payment cards or ACH based e-checks. One of the shortcomings of many of these
payment brands is that the consumer is redirected off of the merchant’s site in
order to complete the transaction.
• The check is the largest non-cash payment method in the US, demonstrating that
people often prefer to use checks over cards. In the past 5 years, the number of
online check transactions per quarter has grown from 742,660 to 318,484,650,
approximately a 428% growth rate. In spite of this, many online merchants and
businesses offer no alternative to cards, resulting in lost sales due to many
consumers’ inability or unwillingness to purchase cards.
• Because MyECheck does not use the ACH network, transactions are not subject
to National Automated Clearing House Association (“NACHA”) regulation,
including their rules, fees and fines. MyECheck RCCs are governed by Uniform
Commercial Code (State check laws), and Check 21 law, which is more favorable
to the Payee than NACHA rules and facilitates higher returned item collection
rates. The lower number of returns and higher return collection rates translates to
fewer losses, lower fees for payment guarantee and higher profit margins for
MyECheck Merchants.
• The Company leases its corporate office under a non-cancelable rental agreement
through December 2009. Monthly payments at the inception of the lease terms
were $8,576 and increase 4% annually. During 2009, the Company extended the
non-cancelable operating lease. This lease expires on February 28, 2012.
Regulation
• MyECheck is not currently subject to direct federal, state or local regulation, and
laws or regulations applicable to access to or commerce on the Internet, other than
regulations applicable to businesses generally. MyECheck provides transaction
processing services and does not conduct transactions or hold or transfer cash

itself. However, there can be no assurances that MyECheck will not be subject to
such regulation in the future.
• Cost of Compliance with Environmental Regulation
• MyECheck currently has no costs associated with compliance with environmental
regulations.
Software Development
• In April 2006, MyECheck entered into an open ended software development
agreement with R Systems International Ltd., a software product development
company, and that agreement continues to be in effect. MyECheck also develops
some of its software in-house and utilizes an independent contractor. During the
past four years, research and development costs associated with the development
of the software have been approximately $183,000.
• MyECheck own proprietary software and intellectual property, and licenses
patented technology from the Company founder Edward R Starrs.
Business Partners
• MyECheck has entered into a Processor Agreement with First Regional Bank.
First Regional Bancorp (NASDAQ: FRGB) is a bank holding company
headquartered in Century City, California. Its subsidiary, First Regional Bank,
specializes in providing businesses and professionals with the management
expertise of a major bank and the personalized service of an independent. First
Regional Bank offers the latest technology combined with a higher level of
service, responsiveness and cost savings not found at other institutions.
• First Regional Bank has sponsored MyECheck at the Federal Reserve Bank, and
MyECheck is permitted to use First Regional Bank’s FedLine account to
electronically access the Federal Reserve check clearing system.
• During 2008 and 2009, the Company expanded its relationships with larger
customers and as a result of their banking requirements, the Company
implemented processing of Check 21 files directly to the bank instead of entering
into agreements to use their bank’s FedLine account to electronically access the
Federal Reserve check clearing system. As more banks have implemented Check
21 clearing processes with the Federal Reserve, the need to use a bank’s FedLine
to process transactions directly to the Federal Reserve has diminished.
• On January 29, 2010, the Company’s sponsoring bank, First Regional Bank, was
closed by the Federal Deposit Insurance Corporation (FDIC). The new bank
acquiring the old bank from the FDIC obtained all rights to accept or reject former
contracts. The new bank elected to reject the Company’s agreement with the old

ank. The Company is in the process of moving its customers to one of its other
processing banks.
• MyECheck has entered into an Agreement with Cardinal Commerce Corporation,
a global leader in enabling authenticated payments, secure transactions and
alternative payment brands for both eCommerce and mobile commerce.
CardinalCommerce enables payment brands such as Verified by Visa, MasterCard
SecureCode, PayPal, eBillme, Bill Me Later, Google Checkout, MyECheck, and
NetCash (with Western Union and NACHA Secure Vault Payments coming soon)
to a network of over 30,000 merchants and thousands of Banks.
• The Cardinal mobile platform leverages its merchant network, bank network and
payment brands by linking them with end users’ mobile phones through an
integrated mobile platform. Cardinal's proprietary and easily deployable
technology provides consumers, merchants, card issuers, and processors the
ability to conduct authenticated Internet, wireless and m obile transactions safely
and securely. Headquartered in Cleveland, Ohio, with facilities in the United
States, Europe and Africa, CardinalCommerce services a global customer base.
• In 2009, MyECheck announced a partnership with Morse Data Corporation.
Morse Data’s InOrder solution is a leading enterprise management system for
multi-channel merchants, fulfillment service providers and publishers. Easily
deployed as an off-the-shelf system, InOrder accommodates all sales channels,
including web, phone, fax, EDI, POS and catalog sales in real time for immediate
and accurate inventory and order processing.
• MyECheck also announced that it had signed an agreement with Regal
Entertainment Group, the world’s largest motion picture exhibitor. Regal patrons
are able to purchase discount movie tickets and gift cards by securely entering
their checking account details on the Regal website. The MyECheck service
works with every checking account in the United States, including all business
accounts, enabling more Regal patrons to purchase online.
• Additionally, MyECheck announced it had entered into a definitive agreement
with Simplifile, the leading provider of electronic recording services. The
agreement facilitates the MyECheck Remotely Created Check solution into the
Simplifile e-recording service which allows Simplifile customers to make
payments for recording and submission fees using an online check imaging
process.
• MyECheck also announced several other new merchants during the course of
2009. MyECheck is substantially reliant on these agreements for its business. If
MyECheck develops a broader base of customers and vendor relationships, that
reliance may decrease, but there can be no assurances as to the timing or extent of
such growth.

• On November 17, 2008, the Company announced that it had signed the California
State Teachers’ Retirement Fund (CalSTRS) as a customer. CalSTRS primary
responsibility is to provide retirement related benefits and services to teachers in
public schools and community colleges. It administers retirement, disability and
survivor benefits for California's 813,000 public school educators and their
families from the state's 1,400 school districts, county offices of education and
community college districts.
The Merger Agreement
• MyECheck, Inc., a Delaware corporation (“MEC”) and Sekoya Holdings, Limited
(a Nevada corporation) entered into a Merger Agreement in November 2007,
which was amended and restated as of February 4, 2008, and was filed as an
exhibit to the Report on Form 8-K filed on February 7, 2008. The merger was
effective March 14, 2008.
The company’s Primary SIC code is 6199 - Finance Services
The company’s Secondary SIC code is 7389 - Business Services
The company is an operational company with existing sales and is also a development
stage company developing new products.
The company is not now, nor do we believe that it will fall under governmental
regulations.
The amount of money spent over the last year on research and development is estimated
at zero.
Item IX
The nature of products.
There has been no cost of compliance with environmental laws.
The company has a total of 2 employees.
• MyECheck provides access to more US consumers than any other payment
method because it can be used to clear checks from 100% of US checking
accounts, including business accounts and accounts where ACH does not work.
MyECheck facilitates faster funds clearing than cards or ACH providing same
day or next day availability of funds to the merchant’s bank. MyECheck also
offers fraud control tools including bank account verification, negative checkwriter
database queries and payment guarantee at lower rates.

Item X
Myecheck, Inc. Facilities.
Part D Management and Control Structure
Item XI
Offices
6026 Ladero Way
El Dorado Hills, CA 95762
The name of the chief executive officer, members of the board of directors, as well as
control persons
A. Officers and Directors
Full Name.
Directors.
1. Full Name Robert S. Blanford
2. Business Address: 6026 Ladero Way
El Dorado Hills, CA 95762
3. Employment History:
R Stephen Blandford
Mr. Blandford possesses more than 15 years experience as a Senior Information
Technology Professional including serving as CTO for companies in the online
entertainment and gaming industries.
Mr. Blandford’s professional experience includes i2 Corp, MXM Media, Maxum
Entertainment Group, Perspective Technologies, WinStreak and others.
From January 2002 through October 2004, Mr. Blandford was Chief Technology
Officer for Digency, Inc., an online payment processing company engaged in
credit card and eCheck transaction processing for Internet Merchants.
Mr. Blandford has expertise in the design and implementation of Java streaming
media solutions for multiple platforms, using Coldfusion, PHP, & SQL DBs. For
more than a decade Blandford has architected systems featuring virtually every
emerging technology

4. Compensation $40,000 per year
5. Number of issuer’s shares owned
Common Shares 92,314
Preferred Shares. None
1. Full Name Edward Starrs President and CEO, Director
Business Address: 6026 Ladero Way
El Dorado Hills, CA 95762
1. Employment History:
Edward R Starrs
Founder, Chairman & CEO, MyECheck Inc.
Mr. Starrs is an experienced, success driven innovator with a deep understanding of
the payments industry and its markets. Mr. Starrs has more than 20 years experience
as an international business executive with management experience in multiple
industries. He has been an officer and director of MyECheck since its formation in
2004, founding the company to overcome shortcomings of existing card and ACH
payment systems, and to meet market demand for a lower cost, faster and more secure
online payment option.
Starrs has designed and successfully implemented a fundamentally new payment
method enabling for the first time, reliable, fast, secure and inexpensive end-to-end
electronic check processing. Starrs has more than 5 years experience in the Check 21
industry and has spoken at Industry trade shows as a leading Check 21 expert. Starrs
has extensive experience working with contacts within multiple areas of the US
Federal Reserve Bank. Starrs has recruited and trained management and employees,
oversaw software development and testing, secured bank relationships, strategic
partners and customers; and took the company public through an acquisition and
merger.
Areas of expertise include: Strategy planning and implementation; legal, regulatory
and compliance; software and systems development; process development; fund
raising; human resources management; negotiating; sales; marketing; contracting;
vendor sourcing; cash management and accounting; partner, customer and investor
relations; brand positioning; complex decision making; and corporate culture setting.
Previously, Mr. Starrs was President of Starnet Systems International, Inc., a wholly
owned subsidiary of a public company that was processing more than $2 billion
annually in Internet transactions.

Mr. Starrs has owned and operated several successful companies including, ERS
Marketing, Inc., where he produced over $20 million in annual revenue, and Bay
Distributing, Inc. a major distributor of over 800 product categories to Fortune 500
accounts.
Mr. Starrs served as CEO of Digency, Inc., an online payment processing company
engaged in credit card and eCheck transaction processing. Starrs has also held senior
management positions with Fortune 100 companies including McCaw
Communications, Inc. (AT&T), and AMF, Inc., the world’s largest sporting goods
conglomerate.
Recent Accomplishments Include:
• Awarded US Patent for ‘Method and Apparatus for Online Check Processing’
• Founded and led start-up company from inception to cash flow positive operations
• Architect of software system that successfully processed more than 6 million
transactions
• Forged numerous strategic alliances and value added reseller agreements
• Negotiated and closed multiple major corporate and government accounts
Edward R Starrs
Founder, Chairman & CEO, MyECheck Inc.
Mr. Starrs is an experienced, success driven innovator with a deep understanding of
the payments industry and its markets. Mr. Starrs has more than 20 years experience
as an international business executive with management experience in multiple
industries. He has been an officer and director of MyECheck since its formation in
2004, founding the company to overcome shortcomings of existing card and ACH
payment systems, and to meet market demand for a lower cost, faster and more secure
online payment option.
Starrs has designed and successfully implemented a fundamentally new payment
method enabling for the first time, reliable, fast, secure and inexpensive end-to-end
electronic check processing. Starrs has more than 5 years experience in the Check 21
industry and has spoken at Industry trade shows as a leading Check 21 expert. Starrs
has extensive experience working with contacts within multiple areas of the US
Federal Reserve Bank. Starrs has recruited and trained management and employees,
oversaw software development and testing, secured bank relationships, strategic
partners and customers; and took the company public through an acquisition and
merger.
Areas of expertise include: Strategy planning and implementation; legal, regulatory
and compliance; software and systems development; process development; fund
raising; human resources management; negotiating; sales; marketing; contracting;
vendor sourcing; cash management and accounting; partner, customer and investor
relations; brand positioning; complex decision making; and corporate culture setting.

Previously, Mr. Starrs was President of Starnet Systems International, Inc., a wholly
owned subsidiary of a public company that was processing more than $2 billion
annually in Internet transactions.
Mr. Starrs has owned and operated several successful companies including, ERS
Marketing, Inc., where he produced over $20 million in annual revenue, and Bay
Distributing, Inc. a major distributor of over 800 product categories to Fortune 500
accounts.
Mr. Starrs served as CEO of Digency, Inc., an online payment processing company
engaged in credit card and eCheck transaction processing. Starrs has also held senior
management positions with Fortune 100 companies including McCaw
Communications, Inc. (AT&T), and AMF, Inc., the world’s largest sporting goods
conglomerate.
Recent Accomplishments Include:
• Awarded US Patent for ‘Method and Apparatus for Online Check Processing’
• Founded and led start-up company from inception to cash flow positive operations
• Architect of software system that successfully processed more than 6 million
transactions
• Forged numerous strategic alliances and value added reseller agreements
• Negotiated and closed multiple major corporate and government accounts
Edward R Starrs
Founder, Chairman & CEO, MyECheck Inc.
Mr. Starrs is an experienced, success driven innovator with a deep understanding of
the payments industry and its markets. Mr. Starrs has more than 20 years experience
as an international business executive with management experience in multiple
industries. He has been an officer and director of MyECheck since its formation in
2004, founding the company to overcome shortcomings of existing card and ACH
payment systems, and to meet market demand for a lower cost, faster and more secure
online payment option.
Starrs has designed and successfully implemented a fundamentally new payment
method enabling for the first time, reliable, fast, secure and inexpensive end-to-end
electronic check processing. Starrs has more than 5 years experience in the Check 21
industry and has spoken at Industry trade shows as a leading Check 21 expert. Starrs
has extensive experience working with contacts within multiple areas of the US
Federal Reserve Bank. Starrs has recruited and trained management and employees,
oversaw software development and testing, secured bank relationships, strategic
partners and customers; and took the company public through an acquisition and
merger.

Areas of expertise include: Strategy planning and implementation; legal, regulatory
and compliance; software and systems development; process development; fund
raising; human resources management; negotiating; sales; marketing; contracting;
vendor sourcing; cash management and accounting; partner, customer and investor
relations; brand positioning; complex decision making; and corporate culture setting.
Previously, Mr. Starrs was President of Starnet Systems International, Inc., a wholly
owned subsidiary of a public company that was processing more than $2 billion
annually in Internet transactions.
Mr. Starrs has owned and operated several successful companies including, ERS
Marketing, Inc., where he produced over $20 million in annual revenue, and Bay
Distributing, Inc. a major distributor of over 800 product categories to Fortune 500
accounts.
Mr. Starrs served as CEO of Digency, Inc., an online payment processing company..
2. Compensation $50,000 per year
5. Number of issuer’s shares owned
Common Shares. 956,970
Preferred Shares. None
B. Legal/Disciplinary None
C. Disclosure of Family Relationships. None
D. Disclosure of Related Party Transactions. None
E. Disclosure of Conflicts of Interest. None
Item XII Financial information for the companies most recent fiscal period.
See Attached Statements

Item XIV. Beneficial Owners
Principal Stockholder’s Name Number of Shares Owned Percentage
Edward R Starrs 956,970 39%
6026 Ladero Way
El Dorado Hills, Ca 95762
Robert S. Blanford 92,314 4%
2624 Alana Ct
Cameron Park, CA 95682
Item XV The name address, telephone number, and email address of each of the
following outside providers.
1. Investment Banker None
2. Promoters None
3. Counsel Tomas Russell
3700 Campus Drive #204
Newport Beach, CA 92660
Phone 949-281-1134
Email: tom@cllfirm.com
4. Accountant or Auditor None
5. Public Relations Consultant None
6. Investor Relations Consultant None
Item XVI. Managements Discussion and Analysis or Plan of Operation.
• MyECheck, Inc. (“MyECheck” or the “Company”) is an early stage company
engaged in the payment processing industry; specifically MyECheck provides
electronic check image (“e-check”) services to merchants, payment services
providers, banks and other businesses. MyECheck was founded and incorporated
in Delaware in October 2004 to capitalize on opportunities created by the passing
of The Check Clearing for the 21 st Century Act (“Check 21”). MyECheck has
commenced formal business operations and is generating revenue.
• MyECheck was created to satisfy the demand for an alternative payment solution
to credit and debit cards for online commerce. MyECheck has developed and
utilizes a proprietary method of creating and clearing Remotely Created Check
(“RCC”) images on behalf of its e-commerce customers, having successfully
implemented its proprietary RCC service that enables companies to accept realtime
check payments from consumers and businesses online or over a telephone.
• MyECheck provides additional services to support its RCC service including
fraud loss prevention services. MyECheck also provides a number of services
such as check remittance processing and remote deposit capture (“RDC”) services
for brick and mortar companies, such as banks and retailers.

• MyECheck entered into a merger agreement with Sekoya Holdings Ltd., a
Nevada corporation in November 2007, amended and restated February 4, 2008.
The merger was effective March 14, 2008. Shareholders of Sekoya at the time of
the merger would own approximately 40% of the shares of the surviving company
and shareholders of MyECheck would own approximately 60% of the surviving
company, with all parties being diluted by additional financing to be completed
following the Merger (excluding 2,000,000 shares held in escrow as remedies for
breaches of the Merger Agreement).
• Revenue is generated from transaction fees charged to companies that contract
with MyECheck to utilize the Company’s services.
• Check 21 was signed into law on October 28, 2003, and became effective on
October 28, 2004. Check 21 is designed to foster innovation in the payments
system and to enhance its efficiency by reducing some of the legal impediments
to check truncation. The law facilitates check truncation by creating a new
negotiable instrument called a substitute check, which permits banks to truncate
original checks, to process check information electronically, and to deliver
substitute checks to banks that want to continue receiving paper checks. A
substitute check is the legal equivalent of the original check and includes all the
information contained on the original check. The law does not require banks to
accept checks in electronic form nor does it require banks to use the new authority
granted by the Act to create substitute checks.
• MyECheck started processing transactions on version one of its software platform
in July of 2005 and continued through March of 2006, after which it ceased
processing in order to further develop and refine its service offerings.
• During the period from March of 2006 through September 2007, MyECheck
redesigned and developed its software platform to better suit the demands of its
prospective customers and to ensure the accurate performance of the software.
• MyECheck has been sponsored by First Regional Bank, and successfully
completed approval and check image file (ANSI X9.37) testing with the Federal
Reserve Bank in the second quarter of 2007.
• Version two of its software platform was launched in September of 2007 and
MyECheck has been steadily ramping up transaction volume on the system since
then.
• MyECheck offers comprehensive, easily implemented solutions that include realtime
check authorization, payment guarantee, check image creation and clearing
and complete online reporting. Set out below are services that MyECheck
provides and intends to provide as part of its business plan.

Item XVII List of securities offerings and shares issued for services in the past
two years.
Common Stock Shares See attached
Preferred Stock None
Item XVIII Material Contracts.
Item XIX Articles of Incorporation and Bylaws See attached
Item XX Purchase of Equity Securities by the Issuer and Affiliated Purchasers None
Item IX: Issuer’s Certifications
I, Edward R. Starrs, certify that:
1. I have reviewed this annual disclosure statement of Myecheck, Inc;
2. Based on my knowledge, this disclosure statement does not contain any untrue
statements of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this disclosure statement; and
3. Based on my knowledge, the financial statements, and other financial informant
included or incorporated by reference in this disclosure statement, fairly present in all
material respects the financial condition, results of operations and cash flows of the issuer
and of, and for, the periods presented in this disclosure statement.
Date: October 29, 2012
___/s/Edward R. Starrs, CEO

MyECheck, Inc.
BALANCE SHEET
AS OF SEPTEMBER 30, 2012 AND SEPTEMBER 2011
2012 2011
ASSETS
UNAUDITED UNAUDITED
Current Assets:
Cash And Cash Equivalents $ - $ 0
Total Current Assets -
Other Assets 1,710
Total Assets $ 1,710
LIABILITIES AND SHAREHOLDER'S EQUITY
Current Liabilities:
Accounts Payable $ $
Notes payables - Current 1,193,631
Total Current Liabilities 1,193,631
Long-term Liabilities:
Total liabilities 1,193,631
Commitments -
Stockholders' Equity:
Common stock: 4,900,000,000 shares authorized, $0.00001 par value
2,470,000 shares issued and outstanding 25
1,710
$ 1,710
1,179,253
1,179,253
1,179,253
Additional paid-in-capital 3,563,096
3,563,096
Accumulated deficits (4,755,042)
(4,740,664)
Total Stockholders' Equity (1,191,921)
(1,177,543)
Total Liabilities And Stockholders' Equity $ 1,710 $ 1,710
See accompanying notes to financial statements
25

MyECheck, Inc
STATEMENTS OF OPERATIONS
FOR THE QUARTER ENDING SEPTEMBER 30, 2012 AND 2011
UNAUDITED UNAUDITED
Net revenue $ -
Cost of revenue -
Gross profit -
Operating expenses
Amortization and depreciation expenses
General & administrative expenses 14,378
Total operating expenses 14,378
Income (Loss) from operations (14,378)
Other income (expense):
Other income
Other Expense
Interest expense -
Total other income (expense) -
Net profit (loss) $ (14,378)
2012 2011
0
0
2,956
2,956
(2,956)
(2,956)
See accompanying notes to financial statements

MyECheck, Inc
STATEMENTS OF CASH FLOWS
FOR THE QUARTER TO DATE ENDED SEPTEMBER 30, 2012 AND SEPT 30, 2011
UNAUDITED UNAUDITED
Cash Flows From Operating Activities
Net Income (loss) $ (14,378)
Depreciation and amortization
(Increase) / decrease in assets:
Accounts Receivable
Inventory/Clinical Trials
Other Assets -
2012 2011
$ (2,956)
-
Prepaid Expenses
Increase / (decrease) in liabilities:
-
Commissions Payable -
Accrued Expenses -
Notes Payable -
Accrued Interest -
Accounts Payable -
Net cash used in operating activities 0 (2,956)
Net cash Increase for period
Cash Flows From Financing Activites
Net cash provided by stockholders 14,378
2,956
Net Proceeds from the issuance of Preferred stock
Net Proceeds from acquisition of assets
-
Net Cash Provided by Financing Activities 14,378 2,956
Net Increase (Decrease) During the Period 0 0
Cash and cash equivalents, Beginning of the period -
-
Cash and cash equivalent, End of the period $ 0 $ 0
See accompanying notes to financial statements
-
-
-
-
-

MyEcheck
EQUITY STATEMENT
AS OF SEPTEMBER 30, 2012
UNAUDITED
0.001
Additional Retained
COMMON STOCK
Paid-In Earnings Stockholders'
Shares Amount Capital (Deficit) Equity (Deficit)
Balance as of Dec 31, 2010 71,139,772 71,140 3,491,072 (4,737,708) (1,175,496)
Stock issued 1/10/2011 909,091 909 909
0
Stock Reverse Net stock outstanding 2,470,000 25 3,563,096 (4,737,708) (1,174,587)
Adjust for Par Value .001 to .00001 0
0
0
0
0
Net Income for (Loss) Dec 31, 2011 (2,956) (2,956)
Balancr as of Dec 31, 2011 2,470,000 25 3,563,096 (4,740,664) (1,177,543)
Income or (loss) Sept 30, 2012 (14,378) (14,378)
Balance as of Sept 30, 2012 2,470,000 25 3,563,096 (4,755,042) (1,191,921)
See accompanying notes to financial statements

MyEcheck
SHARES ISSUED
For Twenty Four Months Ended September 30, 2012
Type of
STOCK ISSUED Shares Sharess
Stewart 1/12/10 5,000 R
Pepper 4/12/2010 9,167 R
Asher 1/10/2011 30,303 R
See accompanying notes to financial statements

2011 2010
ASSETS
UNAUDITED UNAUDITED
Current Assets:
Cash And Cash Equivalents $ -
0
Total Current Assets -
Other Assets 1,710
Total Assets $ 1,710
Current Liabilities:
Accounts Payable 401,423
Accounts Payable $ 242,675
Due To A Related Party 511,601
Notes payables - Current 23,554
Total Current Liabilities 1,179,253
Long-term Liabilities:
MyECeck, Inc
BALANCE SHEET
AS OF DECEMBER 31, 2011 AND DECEMBER 31, 2010
LIABILITIES AND SHAREHOLDER'S EQUITY
Total long-term liabilities
Total liabilities 1,179,253
Commitments -
Stockholders' Equity:
Common stock: 300,000,000 shares authorized, $0.00001 par value
2,470,000 shares issued and outstanding 25
Additional paid-in-capital 3,563,096
Accumulated deficits (4,740,664)
Total Stockholders' Equity (1,177,543)
Total Liabilities And Stockholders' Equity $ 1,710
See accompanying notes to financial statements
1,710
1,710
401,423
242,675
511,601
21,507
1,177,206
1,177,206
71,140
3,491,072
(4,737,708)
(1,175,496)
1,710

MyECheck, Inc
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDING DECEMBER 31, 2011 AND DECEMBER 31, 2010
UNAUDITED UNAUDITED
Net revenue $ $ 97,276
Cost of revenue
Gross profit -
Operating expenses
Amortization and depreciation expenses
General & administrative expenses 2,956
Total operating expenses 2,956
Income (Loss) from operations (2,956)
97,276
780,320
780,320
(683,044)
Other income (expense):
Derivative Expense 65,669
Change in fair Value 613,561
Interest expense 47,188
Total other income (expense) -
726,418
Loss before income tax (2,956)
Provision for income tax -
(1,409,462)
-
Net profit (loss) $ (2,956) $ (1,409,462)

MyECheck, Inc
STATEMENTS OF CASH FLOWS
FOR THE YEAR TO DATE ENDED DECEMBER 31, 2011 AND DEC 31, 2010
UNAUDITED UNAUDITED
Cash Flows From Operating Activities
Net Income (loss) $ (2,956)
Depreciation and amortization
2011 2010
$ (1,409,462)
-
-
Change in Fair Value and Amortization 921,867
(Increase) / decrease in assets:
Accounts Receivable 7,245
Inventory
Other Assets -
15,976
Prepaid Expenses
Increase / (decrease) in liabilities:
-
Commissions Payable -
Accrued Expenses -
Notes Payable 33,329
Accrued Interest -
Accounts Payable and accrued 431,045
Net cash used in operating activities 0 0
Net cash Increase for period
Cash Flows From Financing Activites
Net cash provided by stockholders 2,956
Net Proceeds from the issuance of Preferred stock -
Net Proceeds from acquisition of assets
Net Cash Provided by Financing Activities 2,956 0
Effect on Exchange Rate Changes on Cash -
Net Increase (Decrease) During the Period 0 0
Cash and cash equivalents, Beginning of the - period
-
Cash and cash equivalent, End $ of the period 0 $ 0
See accompanying notes to financial statements
-

MYCHECK, INC. NOTES TO THE
FINANCIAL STATEMENTS
NOTE 2 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES
Basis of Presentation
The Company uses the accrual basis of accounting and accounting principles generally
accepted in the United States of America ("GAAP" accounting) are the financial
statements are presented in US dollars. The Company has adopted a December 31 fiscal
year end.
Use of Estimates and Assumptions
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of assets requires management to make estimates
and assumptions that affect the reported amounts and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and the reported
amounts of revenues and the expenses during the reporting period. Actual results could
differ from those estimates.
Financial Instruments
The carrying value of the Company's financial instruments approximates their fair value
because of the short maturity of these instruments.
Income Taxes
Income taxes are accounted for under the assets and liability method. Deferred tax assets
and liabilities are recognized for the estimated future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases and operating loss and tax credit carry forwards.
Deferred tax assets and liabilities are measured using enacted
tax rates in effect for the year in which those temporary differences are expected to be
recovered or settled. Use of net operating loss carry forwards for income tax purposes
may be limited by Internal Revenue Code section 382 if a change of ownership occurs.
Basic Income (Loss) Per Share
Basic income (loss) per share is calculated by dividing the Company's net loss applicable
to common shareholders by the weighted average number of common shares during the
period. Diluted earnings per share is calculated by dividing the Company's net income
available to common shareholders by the diluted weighted average number of shares
outstanding during the year. The diluted weighted average number of shares outstanding
is the basic weighted number of shares adjusted for any potentially dilutive debt or
equity. There are no such common stock equivalents outstanding as of September 30,
2012
Dividends
The Company has not adopted any policy regarding payment of dividends. No dividends
have been paid during any of the periods shown.

Impairment of Long-Lived Assets The Company continually monitors events and
changes in circumstances that could indicate carrying amounts of long-lived assets may
not be recoverable. When such events or changes in circumstances are present, the
Company assesses the recoverability of long-lived assets by determining whether the
carrying value of such assets will be recovered.
Impairment of Long-Lived Assets (Continued) through undiscounted expected future
cash flows. If the total of the future cash flows is less than the carrying amount of those
assets, the Company recognizes an impairment loss based on the excess of the carrying
amount over the fair value of the assets. Assets to be disposed of are reported at the lower
of the carrying amount or the fair value less costs to sell.
Advertising Costs
The Company's policy regarding advertising is to expense advertising when incurred.
Revenue Recognition. The Company recognizes revenue when products are fully
delivered or services have been provided and collection is reasonably assured.
Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with SFAS No.
123 and 123 (R) (ASC 718) To date, the Company has not adopted a stock option plan
and has not granted any stock options.
New Authoritative Accounting Guidance
On July 1,2009, the Accounting Standards Codification ("ASC") became the Financial
Accounting Standards Board ("FASB") officially recognized source of authoritative U.S.
generally accepted accounting principles applicable to all public and non-public
nongovernmental entities, superseding existing FASB, AICPA, EITF and related
literature. Rules and interpretive releases of the SEC under the authority of federal
securities laws are also sources of authoritative GAAP for SEC registrants. All other
accounting literature is considered nonauthoritative. The switch to the ASC affects the
away companies refer to U.S. GAAP in financial statements and accounting policies.
Citing particular content in the ASC involves specifying the unique numeric path to the
content through the Topic, Subtopic, Section and Paragraph structure.
FASB ASC Topic 260, "Earnings Per Share." On January 1,2009, the Company adopted
new authoritative accounting guidance under FASB ASC Topic 260, "Earnings Per
Share," which provides that unvested share-based payment awards that contain
nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are
participating securities and shall be included in the computation
of earnings per share pursuant to the two-class method.
FASB ASC Topic 820, "Fair Value Measurements and Disclosures." New authoritative
accounting guidance under ASC Topic 820,"Fair Value Measurements and Disclosures,"
affirms that the objective of fair value when the market for an asset is not active is the
price that would be received to sell the asset in an orderly transaction, and clarifies and
includes additional factors for determining whether there has been a significant decrease
in market activity for an asset when the market for that asset is not active. ASC Topic 820

equires an entity to base its conclusion about whether a transaction was not orderly on
the weight of the evidence. The new accounting guidance amended prior guidance to
expand certain disclosure requirements. The Company adopted the new authoritative
accounting guidance under ASC Topic 820 during the first quarter of 2009. Adoption of
the new guidance did not significantly impact the Company's consolidated financial
statements. Further new authoritative accounting guidance (Accounting Standards Update
No. 2009-5) under ASC Topic 820 provides guidance for measuring the fair value of a
liability in circumstances in which a quoted price in an active market for the identical
liability is not available. In such instances, a reporting entity is required to measure fair
value utilizing a valuation technique that uses (i) the quoted price of the identical liability
when traded as an asset, (ii) quoted prices for similar liabilities or similar liabilities when
traded as assets, or (iii) another valuation technique that is consistent with the existing
principles of ASC Topic 820, such as an income approach or market approach. The new
authoritative accounting guidance also clarifies that when estimating the fair value of a
liability, a reporting entity is not required to include a separate input or adjustment to
other inputs relating to the existence of a restriction that prevents the transfer of the
liability. The forgoing new authoritative accounting guidance under ASC Topic 820 will
be effective for the Company's consolidated financial statements beginning October
1,2009 and is not expected to have a significant impact on the Company's consolidated
financial statements
FASB ASC Topic 825 "Financial Instruments." New authoritative accounting guidance
under ASC Topic 825,"Financial Instruments," requires an entity to provide disclosures
about the fair value of financial instruments in interim financial information and amends
prior guidance to require those disclosures in summarized financial information at interim
reporting periods. New Authoritative Accounting Guidance (continued}
FASB ASC Topic 855, "Subsequent Events." New authoritative accounting guidance
under ASC Topic 855, "Subsequent Events," establishes general standards of accounting
for and disclosure of events that occur after the balance sheet date but before financial
statements are issued or available to be issued. ASC Topic 855 defines (i) the period after
the balance sheet date during which a reporting entity's management should evaluate
events or transactions that may occur for potential recognition or disclosure in the
financial statements, (ii) the circumstances under which an entity should recognize events
or transactions occurring after the balance sheet date in its financial statements, and (iii)
the disclosures an entity should make about events or transactions that occurred after the
balance sheet date. The new authoritative accounting guidance under ASC Topic 855
became effective for the Company's financial statements for periods ending after June
15,2009. Effective February 24, 2010, the FASB issued Accounting Standards Update
("ASU") No. 2010-09, "Subsequent Events (Topic 855): Amendments to Certain
Recognition and Disclosure Requirements" which revised certain disclosure
requirements. ASU No. 2010-09 did not have a significant impact on the Company's
consolidated financial statements. The company evaluated subsequent events, which are
events or transactions that occurred after March 31, 2011 through the issuance of the
accompanying consolidated financial statements.

Management does not believe that any other recently issued but not yet effective
accounting pronouncements, if adopted, would have an effect on the accompanying
consolidated financial statements
NOTE 4 - RELATED PARTY TRANSACTIONS
None

AMENDMENT TO THE
BYLAWS
OF
MyECheck, INC.
Pursuant to Article 10, of the Article of Incorporation , and the laws of the State of Wyoming, the
following action is taken and approved by the Board of Directors of MyECheck, Inc. by
unanimous written consent as if a meeting had been properly called and held and all the directors
were present at the meeting and voted in favor of such action:
All of the Directors of MyECheck, Inc. have unanimously approved the following amendment to
the Bylaws of this corporation:
A NEW ARTICLE VII-A. is added as follows:
ARTICLE VII-A., SECTION 1.
CERTIFICATE OF RE-DESIGNATION, SERIES A PREFERRED STOCK
1.1 RE-DESIGNATION. The class of stock of this corporation heretofore named
“Preferred Stock” shall be re-named and designated “Series A Preferred Stock”. It shall
have 10,000,000 shares authorized at $0.0001 par value per share.
1.2 CONVERSION RIGHTS.
a. If at least one share of Series A Preferred Stock is issued and outstanding, then the
total aggregate issued shares of Series A Preferred Stock at any given time, regardless of
their number, shall be convertible into the number of shares of Common Stock which
equals four times the sum of: i) the total number of shares of Common Stock which are
issued and outstanding at the time of conversion, plus ii) the total number of shares of
Series B and Series C Preferred Stocks which are issued and outstanding at the time of
conversion.
b. Each individual share of Series A Preferred Stock shall be convertible into the
number of shares of Common Stock equal to:
[four times the sum of: {all shares of Common Stock issued and outstanding at
time of conversion + all shares of Series B and Series C Preferred Stocks issued
and outstanding at time of conversion}]
divided by:
[the number of shares of Series A Preferred Stock issued and outstanding at the
time of conversion]
1
Initial:

1.3 ISSUANCE. Shares of Preferred Stock may only be issued in exchange for the
partial or full retirement of debt held by Management, employees or consultants, or as
directed by a majority vote of the Board of Directors. The number of Shares of Preferred
Stock to be issued to each qualified person (member of Management, employee or
consultant) holding a Note shall be determined by the following formula:
For retirement of debt:
n
∑xi = number of shares of Series A Preferred Stock to be issued
i = 1
where x1 + x2 + x3 …+…xn represent the discrete notes and other obligations owed the
lender (holder), which are being retired.
1.4 VOTING RIGHTS.
a. If at least one share of Series A Preferred Stock is issued and outstanding, then the
total aggregate issued shares of Series A Preferred Stock at any given time, regardless of
their number, shall have voting rights equal to four times the sum of: i) the total number
of shares of Common Stock which are issued and outstanding at the time of voting, plus
ii) the total number of shares of Series B and Series C Preferred Stocks which are issued
and outstanding at the time of voting.
b. Each individual share of Series A Preferred Stock shall have the voting rights
equal to:
[four times the sum of: {all shares of Common Stock issued and outstanding at
time of voting + all shares of Series B and Series C Preferred Stocks issued and
outstanding at time of voting}]
divided by:
[the number of shares of Series A Preferred Stock issued and outstanding at the
time of voting]
2
Initial:

ARTICLE VII-A., SECTION 2.
CERTIFICATE OF DESIGNATIONS, PREFERENCES,
RIGHTS AND LIMITATIONS
OF SERIES B PREFERRED STOCK
2.1. DESIGNATION AND NUMBER OF SHARES. 90,000,000 shares of Series B
Preferred Stock, par value $0.0001 per share (the "Preferred Stock"), are authorized
pursuant to Article II of the Corporation's Amended Certificate of Incorporation (the
“Series B Preferred Stock” or “Series B Preferred Shares”).
2.2. DIVIDENDS. The holders of Series B Preferred Stock shall be entitled to receive
dividends when, as and if declared by the Board of Directors, in its sole discretion.
2.3. LIQUIDATION RIGHTS. Upon any liquidation, dissolution or winding up of
the Corporation, whether voluntary or involuntary, before any distribution or payment
shall be made to the holders of any stock ranking junior to the Series B Preferred Stock,
the holders of the Series B Preferred Stock shall be entitled to be paid out of the assets of
the Corporation an amount equal to $1.00 per share or, in the event of an aggregate
subscription by a single subscriber for Series B Preferred Stock in excess of $100,000,
$0.997 per share (as adjusted for any stock dividends, combinations, splits,
recapitalizations and the like with respect to such shares) (the "Preference Value"), plus
all declared but unpaid dividends, for each share of Series B Preferred Stock held by
them. After the payment of the full applicable Preference Value of each share of the
Series B Preferred Stock as set forth herein, the remaining assets of the Corporation
legally available for distribution, if any, shall be distributed ratably to the holders of the
Corporation's Common Stock.
2.4. CONVERSION AND ANTI-DILUTION.
(a) Each share of Series B Preferred Stock shall be convertible at par value $0.00001 per
share (the “Series B Preferred”), at any time, and/or from time to time, into the number of
shares of the Corporation's common stock, par value $0.00001 per share (the "Common
Stock") equal to the price of the Series B Preferred Stock as stated in 2.6 of the Bylaws,
divided by the par value of the Series B Preferred, subject to adjustment as may be
determined by the Board of Directors from time to time (the "Conversion Rate"). For
example, assuming a $2.50 price per share of Series B Preferred Stock, and a par value of
$0.0001 per share for Series B Preferred each share of Series B Preferred Stock would be
convertible into 250,000 shares of Common Stock. Such conversion shall be deemed to
be effective on the business day (the "Conversion Date") following the receipt by the
Corporation of written notice from the holder of the Series B Preferred Stock of the
holder's intention to convert the shares of Series B Stock, together with the holder's stock
certificate or certificates evidencing the Series B Preferred Stock to be converted.
3
Initial:

(b) Promptly after the Conversion Date, the Corporation shall issue and deliver to such
holder a certificate or certificates for the number of full shares of Common Stock issuable
to the holder pursuant to the holder's conversion of Series B Preferred Shares in
accordance with the provisions of this Section. The stock certificate(s) evidencing the
Common Stock shall be issued with a restrictive legend indicating that it was issued in a
transaction exempt from registration under the Securities Act of 1933, as amended (the
"Securities Act"), and that it cannot be transferred unless it is so registered, or an
exemption from registration is available, in the opinion of counsel to the Corporation.
The Common Stock shall be issued in the same name as the person who is the holder of
the Series B Preferred Stock unless, in the opinion of counsel to the Corporation, such
transfer can be made in compliance with applicable securities laws. The person in whose
name the certificate(s) of Common Stock are so registered shall be treated as a holder of
shares of Common Stock of the Corporation on the date the Common Stock certificate(s)
are so issued.
All shares of Common Stock delivered upon conversion of the Series B Preferred Shares
as provided herein shall be duly and validly issued and fully paid and non-assessable.
Effective as of the Conversion Date, such converted Series B Preferred Shares shall no
longer be deemed to be outstanding and all rights of the holder with respect to such
shares shall immediately terminate except the right to receive the shares of Common
Stock issuable upon such conversion.
(c) The Corporation covenants that, within 30 days of receipt of a conversion notice from
any holder of shares of Series B Preferred Stock wherein which such conversion would
create more shares of Common Stock than are authorized, the Corporation will increase
the authorized number of shares of Common Stock sufficient to satisfy such holder of
shares of Series B submitting such conversion notice.
(d) Shares of Series B Preferred Stock are anti-dilutive to reverse splits, and therefore in
the case of a reverse split, are convertible to the number of Common Shares after the
reverse split as would have been equal to the ratio established in Section 2.4(a) prior to
the reverse split. The conversion rate of shares of Series B Preferred Stock, however,
would increase proportionately in the case of forward splits, and may not be diluted by a
reverse split following a forward split.
2.5 VOTING RIGHTS. Each share of Series B Preferred Stock shall have ten votes
for any election or other vote placed before the shareholders of the Company.
2.6 PRICE.
(a) The initial price of each share of Series B Preferred Stock shall be $2.50.
4
Initial: