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EX-32 - EXHIBIT 32.1 - SECTION 1350 CERTIFICATIONS - STONELEIGH REALTY INVESTORS, LLLPexhb0321.htm
EX-31 - EXHIBIT 31.2 - CFO CERTIFICATION - STONELEIGH REALTY INVESTORS, LLLPexhb0312.htm
EX-31 - EXHIBIT 31.1 - CEO CERTIFICATION - STONELEIGH REALTY INVESTORS, LLLPexhb0311.htm
Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
     
x   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
For the quarterly period ended August 31, 2009

OR

     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number (000-51424)

Converted to a Florida Limited Partnership effective September 1, 2011 and renamed

STONELEIGH REALTY INVESTORS, LLLP

 

(Exact name of registrant as specified in its charter)

 

     
Florida
(State or other jurisdiction
of incorporation or organization)
  20-1442373
(IRS Employer
Identification No.)
     

1150  S US Highway 1, Suite 302

   
Jupiter, Florida   33477-7236
(Address of principal executive offices)   (Zip code)
(561) 249-1354
(Registrant's telephone number, including area code)

 

 


Table of Contents

     Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes o   No x

     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes o   No x

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined by Rule 12b-2 of the Exchange Act).

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

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes x   No o
      As of September 10, 2012 there were 41,574,340 membership units outstanding as all common shares were converted to membership units effective September 1, 2011 on a one common share to one membership unit exchange.

 

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Table of Contents

SEI Holdings, Inc.

 (A Development Stage Company)
INDEX

           
      Page  
         
Item 1     4  
      4  
      5  
      6  
      7  
      8  
Item 2.     13  
Item 3.     14  
Item 4.     14  
 
 
       
         
Item 1.     15  
Item 1A.     15  
Item 2.     15  
Item 3.     15  
Item 4.     15  
Item 5.     15  
Item 6.     15  
 
 
       
 

SIGNATURE

    15  

 

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PART 1. FINANCIAL INFORMATION
 
Item 1. Financial Statements
 
SEI Holdings, Inc.
(A Development Stage Company)

Condensed Balance Sheets

 

 
   August 31, 2009        May 31, 2009

Assets

   

(unaudited)

           

Current Assets

                 

      Cash and cash equivalents

   $ 0       $ 0  

      Prepaid assets

     0         0  
                  

          Total current assets

     0         0  
                  
                   

      Goodwill

    0         0  
                  

Total assets

   $ 0       $ 0  
                  

 

                 

Liabilities and Stockholders' Deficit

                 

Current Liabilities

                  

     Accounts payable

   $ 550       $ 550  

     Loans payable - related parties

     5,377         271  
                  

           Total current liabilities

     5,927         821  
                  
                         Total liabilities     5,927         821  
                  

 Commitments and Contingencies  

                 

Stockholders' Deficit:

                  

Common stock, $.01 par value; 300,000,000 shares authorized; 37,029,340 and 37,029,340 shares issued and outstanding, respectively

     370,293         370,293  

Paid-in-capital

     0         0  

Par value in excess of reorganization value

     (339,950

)

      (339,950

)

Deficit accumulated during the development stage

     (36,270

)

      (31,164

)

                  

Total stockholders' deficit

     (5,927

)

      (821

)

                  

Total liabilities and stockholders' deficit

   $ 0       $ 0  
                  

See accompanying notes to unaudited condensed financial statements.
 

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Table of Contents
SEI Holdings, Inc.
(A Development Stage Company)

Condensed Statements of Operations

(unaudited)

         
   

Three Months Ended

August 31,

 

  Period from March 28, 2008 (Date of Bankruptcy Effectiveness) Through August 31, 2009

  
 

 

2009   2008  

Net Sales

$ 0      $ 0      $ 0     

Cost of Sales

  0         0        0    
                        

Gross profit

  0         0        0    

Operating expenses:

                       

General & administrative

  5,106         5,050       36,146     
                       

Total operating expenses

  5,106         5,050       36,146     
                        

Loss from operations

  (5,106      (5,050     (36,146  
                        
                             
Other Expense                        

             Loss on impairment

  0        0       (124 )  
                         

Other Expense

  0        0       (124 )  
                        
                         

Net Loss

$ (5,106    $ (5,050   $ (36,270  
                        
                         

Basic and Diluted

                        

Net loss per common share

$ (.000    $ (.000   $ (.001  
                        

 

                           

Weighted-average shares outstanding:

  37,029,340         35,014,829        35,777,466     
                        
 

See accompanying notes to unaudited condensed financial statements.
 

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Table of Contents

SEI Holdings, Inc.

(A Development Stage Company)

Condensed Statement of Changes in Stockholders' Deficit

 (unaudited)

 

    Common Stock      

Add'l Paid in Capital

    Par Value in Excess of Reorganization Value     Deficit Accumulated
During the Development Stage
    Total
Stockholders'
Equity (Deficit)
    Number of Shares    at Par Value  $.01             

Balance Mar. 28, 2008 (date of bankruptcy effectiveness)

  33,995,034      $ 339,950      $ 0     $ (339,950 )   $ 0     $ 0  

   Issuance of common stock for services

  1,014,306        10,143     

 0

    0     

 0

    10,143   

Net loss March 28, 2008 through May 31, 2008

 

 0

 

 0

    0    

 0

    (10,507     (10,507
                                             

Balance May 31, 2008

  35,009,340        350,093        0       (339,950 )     (10,507 )     (364 )

   Issuance of common stock for services

  2,020,000        20,200     

 0

    0     

 0

    20,200   

Net loss year ended May 31, 2009

 

 0

 

 0

    0    

 0

    (20,657     (20,657
                                              

Balance May 31, 2009

  37,029,340        370,293        0       (339,950 )     (31,164 )     (821 )

Net loss three months ended August 31, 2009

 

 0

 

 0

    0    

 0

    (5,106     (5,106
                                              

Balance August 31, 2009

  37,029,340      $ 370,293      $ 0     $ (339,950 )   $ (36,270 )   $ (5,927 )
                                             

See accompanying notes to unaudited condensed financial statements.
 

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Table of Contents

SEI Holdings, Inc.

(A Development Stage Company)

Condensed Statements of Cash Flows

(unaudited)

 

     

Three Months Ended

 August 31,

     

Period from March 28 2008 (Date of Bankruptcy Effectiveness) Through August 31, 2009

 
      

 2009

     

2008

      

 

Cash flows from operating activities:

                               

Net loss

     $ (5,106     $ (5,050      $ (36,270

Adjustments to reconcile net loss to net cash used in operating activities:

                               

Depreciation

       0         0          0  

Stock-based compensation

       0         5,050          30,343  

Loss on impairment of goodwill

       0         0          124  

Changes in operating assets and liabilities

                                  

Decrease to prepaid assets

       0         0          8  

Increase in accounts payable and accrued expenses

       0        0         532 
                              

Net cash used in operating activities

       (5,106 )       0          (5,263 )
                     
Investing Activities                    

Purchase of property and equipment

       0       0        0
                              
Net cash used in investing activities        0       0        0
                     
Cash Flows From Financing Activities                    

Stockholder loan

       5,106       0        5,256
                              
Net cash provided by financing activities        5,106       0        5,256
                     
Non Cash Transactions                    

Reorganization

       0       0        0
                     

Net decrease in cash

       0         0          (7 )

                                  

Cash at beginning of period

       0         7          7  
                              
                     

Cash at end of period

     $ 0        $ 7         $ 0   
                              
                     
                     
Supplemental Disclosure of Cash Flow Information:                    

Interest paid

     $ 0        $ 0         $ 0   
                              
                    

Income taxes paid

     $ 0        $ 0         $ 0   
                             

See accompanying notes to unaudited condensed financial statements.
 

7

 


SEI Holdings, Inc.

(A Development Stage Company)

Notes to Unaudited Condensed Financial Statements

Note A. Description of Business

SEI Holdings, Inc. (the "Company" or "SEI") was originally incorporated in the State of Florida on December 8, 2003 as USAS Digital, Inc. ("USAS Digital"), a wholly owned subsidiary of eCom eCom.com, Inc. ("eCom").  USAS Digital's core business was distribution of digital compression software products. The Company ceased pursing this line of business during March 2005. The Company currently has no operations.

Pursuant to SEC Staff Legal Bulletin No. 4, eCom decided to spin off the Company into an independent company in the belief that the independent company, with a distinct business, would be better able to obtain necessary funding and develop their business plans.

On June 4, 2004, the Board of Directors of eCom approved the spin-off of USAS Digital, Inc.

eCom spun off USAS Digital on June 4, 2004. The spin-off was subject to the effectiveness of the bankruptcy of eCom.  The stock dividend from eCom was one share of USAS Digital, Inc. for every 100 shares of eCom held.  This dividend had a shareholder of record date of May 27, 2005 and a payment date of June 2, 2005.

USAS Digital, Inc. changed its name to CRT Holdings, Inc. on November 30, 2005.  CRT Holdings, Inc. changed its name to SEI Holdings, Inc. on  October 10, 2007. 

On March 28, 2008 the US Bankruptcy court issued a final order on the eCom bankruptcy case.  As a result of the emergence of SEI Holdings, Inc. (Prior SEI) from operating under Chapter 11 of the United States Bankruptcy Code (the Bankruptcy Code) on March 28, 2008 (the Effective Date), the Company is the successor registrant to Prior SEI pursuant to Rule 12g-3 under the Securities Exchange Act of 1934. 

Effective September 1, 2011, pursuant to s. 620.2101(1), Florida Statute, SEI Holdings, Inc. elected to convert to a Florida limited partnership and change its name to Stoneleigh Realty Investors, LLLP.  In accordance with section 620.2104 of the Florida Revised Uniform Limited Partnership Act of 2005 an organization other than a limited partnership may convert to a limited partnership.  Also effective September 1, 2011 the fiscal year of the converted limited liability partnership will change from May 31 to December 31.  See the attached exhibit 3.3.

Stoneleigh Realty Investors, LLLP ("SRI") is a Florida master limited liability partnership organized to acquire and develop commercial property in select markets.  SRI intends to build a portfolio of income producing assets with a primary focus on current income and long term capital appreciation.  Net income from operating properties will be distributed thru quarterly dividends.  SRI will be managed by Stoneleigh Manager SRI, LLC, a Florida limited liability company, whose sole member/manager is Stoneleigh Companies, LLC ("SCos"), a Florida limited liability company.  SRI is registered with Standard and Poor's under CUSIP #86184C-100.

SRI is structured as a master limited liability partnership that will own majority membership interests in each of the property owning entities that will be acquired by the company. The General Partners of SRI are Stoneleigh Manager, SRI LLC, and LCR Holdings, Inc.

Note B. Summary of Significant Accounting Policies

BASIS OF PRESENTATION, USE OF ESTIMATES  

The Company maintains its accounts on the accrual basis of accounting. The preparation of financial statements in conformity with U.S. 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 reporting period. Actual results could differ from those estimates.

DEVELOPMENT STAGE COMPANY

Based upon the Company's business plan, it is a development stage enterprise since planned principal activities have not yet commenced.  As a development stage enterprise, the Company discloses the deficit accumulated during the development stage commencement to the current  balance sheet date on the statements of operations, cash flows and statement of changes in shareholders' deficit.  The development stage began March 28, 2008, the date of bankruptcy effectiveness.

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REVENUE RECOGNITION

Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is assured.

CASH

Cash consists of deposits in banks and other financial institutions having original maturities of less than ninety days.

STOCK-BASED COMPENSATION

The accounting for common stock issued for services is based on the estimated fair value of the common stock issued as of the grant date. Because there is no market for the Company's common stock and no operations, the Company recorded the issuance of common stock for services at par value, which approximated the value of services received. 

GOODWILL

The Company recorded goodwill as a result of applying fresh start accounting on the date the Company emerged from Bankruptcy, see Note C. We review the carrying amount of goodwill for impairment on an annual basis. Additionally, we perform an impairment assessment of goodwill whenever events or changes in circumstances indicate that the carrying value of goodwill and other intangible assets may not be recoverable. During the period from March 28, 2008 (date of bankruptcy effectiveness) to May 31, 2008 it was determined that the carrying value of goodwill should be reduced as there were no cash flows to support the valuation, see Note D.

INCOME TAXES

The Company accounts for income taxes in accordance with FASB Statement No. 109, Accounting for Income Taxes (FASB 109). Under FASB 109, income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related to certain income and expenses recognized in different periods for financial and income tax reporting purposes. Deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred taxes also are recognized for operating losses and tax credits that are available to offset future taxable income and income taxes, respectively. A Valuation allowance is provided if it is more likely than not that some or all of the deferred tax asset will not be realized.

NET LOSS PER COMMON SHARE

Basic net loss per common share is computed using the weighted average number of common shares outstanding during each period presented. Diluted net loss per common share is computed by using the weighted average number of common shares and potential common shares outstanding during the period. The Company has not issued any instruments resulting in potential common shares outstanding.

RECENTLY ISSUED ACCOUNTING STANDARDS

In December 2008, the FASB issued FSP FIN No. 48-3, "Effective Date of FASB Interpretation No. 48 for Certain Nonpublic Enterprises." FSP FIN No. 48-3 defers the effective date of FIN No. 48, "Accounting for Uncertainty in Income Taxes," for certain nonpublic enterprises as defined in SFAS No. 109, "Accounting for Income Taxes." However, nonpublic consolidated entities of public enterprises that apply U.S. generally accepted accounting principles (GAAP) are not eligible for the deferral. FSP FIN No. 48-3 was effective upon issuance. The impact of adoption was not material to the Company's financial condition or results of operations.

In December 2008, the FASB issued FSP FAS No. 140-4 and FIN No. 46(R)-8, "Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities." This FSP amends SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities," to require public entities to provide additional disclosures about transfers of financials assets. FSP FAS No. 140-4 also amends FIN No. 46(R)-8, "Consolidation of Variable Interest Entities," to require public enterprises, including sponsors that have a variable interest entity, to provide additional disclosures about their involvement with a variable interest entity. FSP FAS No. 140-4 also requires certain additional disclosures, in regards to variable interest entities, to provide greater transparency to financial statement users. FSP FAS No. 140-4 is effective for the first reporting period (interim or annual) ending after December 15, 2008, with early application encouraged. The adoption of FSP FAS No. 140-4 did not have an impact on the Company's financial position and results of operations.

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RECENTLY ISSUED ACCOUNTING STANDARDS - (continued)

In October 2008, the FASB issued FSP FAS No. 157-3, "Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active." This FSP clarifies the application of SFAS No. 157, "Fair Value Measurements," in a market that is not active. The FSP also provides examples for determining the fair value of a financial asset when the market for that financial asset is not active. FSP FAS No. 157-3 was effective upon issuance, including prior periods for which financial statements have not been issued. The impact of adoption was not material to the Company's financial condition or results of operations.

In June 2008, the FASB issued EITF Issue No. 03-6-1, "Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities." EITF No. 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, need to be included in the earnings allocation in computing earnings per share under the two-class method. The EITF 03-6-1 affects entities that accrue dividends on share-based payment awards during the awards' service period when the dividends do not need to be returned if the employees forfeit the award. EITF 03-6-1 is effective for fiscal years beginning after December 15, 2008. The adoption of EITF 03-6-1 did not impact the Company's financial position and results of operations.

In April 2008, the FASB issued FSP FAS No. 142-3, "Determination of the Useful Life of Intangible Assets", which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of intangible assets under SFAS No. 142 "Goodwill and Other Intangible Assets". The intent of this FSP is to improve the consistency between the useful life of a recognized intangible asset under SFAS No. 142 and the period of the expected cash flows used to measure the fair value of the asset under SFAS No. 141 (revised 2007) "Business Combinations" and other U.S. generally accepted accounting principles. The adoption of FSP FAS No. 142-3 did not have a material impact on the Company's financial statements.

In February 2008, the FASB issued FSP FAS No. 157-2, "Effective Date of FASB Statement No. 157". This FSP delays the effective date of SFAS No. 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value on a recurring basis (at least annually). The impact of adoption was not material to the Company's consolidated financial condition or results of operations.

In December 2007, the FASB issued SFAS No. 141(R) "Business Combinations." This Statement replaces the original SFAS No. 141. This Statement retains the fundamental requirements in SFAS No. 141 that the acquisition method of accounting (which SFAS No. 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. The objective of SFAS No. 141(R) is to improve the relevance, and comparability of the information that a reporting entity provides in its financial reports about a business combination and its effects. To accomplish that, SFAS No. 141(R) establishes principles and requirements for how the acquirer:

a.

Recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree.

b.     

Recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase.

c.     

Determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination.

This Statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008 and may not be applied before that date. The adoption of SFAS No. 141(R) did not have a material impact on the Company's results of operations and financial condition.

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities - Including an amendment of SFAS No. 115," which becomes effective for the Company on February 1, 2008, permits companies to choose to measure many financial instruments and certain other items at fair value and report unrealized gains and losses in earnings. Such accounting is optional and is generally to be applied instrument by instrument. There was no material impact on the Company's results of operations and financial condition due to the adoption of SFAS No. 159.

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RECENTLY ISSUED ACCOUNTING STANDARDS - (continued)

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements." SFAS No. 157 provides guidance for using fair value to measure assets and liabilities. SFAS No. 157 addresses the requests from investors for expanded disclosure about the extent to which companies' measure assets and liabilities at fair value, the information used to measure fair value and the effect of fair value measurements on earnings. SFAS No. 157 applies whenever other standards require (or permit) assets or liabilities to be measured at fair value, and does not expand the use of fair value in any new circumstances. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and was adopted by the Company in the first quarter of fiscal year 2008. There was no material impact on the Company's results of operations and financial condition due to the adoption of SFAS No. 157.

In April 2009, the Financial Accounting Standards Board issued Statement ("FASB") issued FASB Staff Position "FSP" No. SFAS 107-1 and APB 28-1, "Interim Disclosures about Fair Value of Financial Instruments".  This FSP amends SFAS No. 107 to require disclosures about fair values of financial instruments for interim reporting periods as well as in annual financial statements.  The FSP also amends Accounting Principles Board Opinions "APB Opinion" No. 28 to require those disclosures in summarized financial information at interim reporting periods.  This FSP becomes effective for interim reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009.  The adoption of this FSP is not expected to have a material impact on our consolidated financial statements.

In May 2009, the FASB issued SFAS No. 165, "Subsequent Events" ("SFAS No. 165"). This Statement establishes general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued.  It requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date and is effective for interim and annual periods ending after June 15, 2009.  The adoption of this standard did not have an impact on our financial position, results of operations or cash flows. 

In June 2009, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 168, The FASB Accounting Standards CodificationTM and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162 ("FASB SFAS 168"). SFAS 168 establishes the FASB Accounting Standards Codification TM ("Codification") as the source of authoritative U.S. GAAP for nongovernmental entities. The Codification does not change U.S. GAAP. Instead, it takes the thousands of individual pronouncements that currently comprise U.S. GAAP and reorganizes them into approximately 90 accounting Topics, and displays all Topics using a consistent structure. Contents in each Topic are further organized first by Subtopic, then Section and finally Paragraph. The Paragraph level is the only level that contains substantive content. Citing particular content in the Codification involves specifying the unique numeric path to the content through the Topic, Subtopic, Section and Paragraph structure. FASB suggests that all citations begin with "FASB ASC," where ASC stands for Accounting Standards Codification. Changes to the ASC subsequent to June 30, 2009 are referred to as Accounting Standards Updates ("ASU").

In conjunction with the issuance of FASB SFAS 168, the FASB also issued ASU No. 2009-1, Topic 105—Generally Accepted Accounting Principles ("FASB ASU 2009-1"), which includes FASB SFAS 168 in its entirety as a transition to the ASC. FASB ASU 2009-1 is effective for interim and annual periods ending after September 15, 2009 and had no impact on the Company's financial position or results of operations but changed the referencing system for accounting standards.

In June 2009, the FASB issued additional guidance under ASC 860 "Accounting for Transfer of financial Assets and Extinguishment of Liabilities" which improves the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial asset; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor's continuing involvement, if any, in transferred financial assets. This additional guidance requires that a transferor recognize and initially measure at fair value all assets obtained (including a transferor's beneficial interest) and liabilities incurred as a result of a transfer of financial assets accounted for as a sale. Enhanced disclosures are required to provide financial statement users with greater transparency about transfers of financial assets and a transferor's continuing involvement with transferred financial assets. This additional guidance must be applied as of the beginning of each reporting entity's first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. Earlier application is prohibited. This additional guidance must be applied to transfers occurring on or after the effective date. The adoption of this ASC 860 is not expected to have a material impact on the Company's financial statements and disclosures.

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RECENTLY ISSUED ACCOUNTING STANDARDS

In February 2010, the FASB issued FASB ASU 2010-09, "Subsequent Events, Amendments to Certain Recognition and Disclosure Requirements," which clarifies certain existing evaluation and disclosure requirements in ASC 855 "Subsequent Events" related to subsequent events. FASB ASU 2010-09 requires SEC filers to evaluate subsequent events through the date in which the financial statements are issued and is effective immediately. The new guidance does not have an effect on the Company's consolidated results of operations and financial condition.

Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Note C. Involuntary Reorganization under Chapter 11

The Plan of Reorganization became effective and the Company emerged from Chapter 11 reorganization proceedings on March 28, 2008 (the "Reorganization Effective Date").  On the Reorganization Effective Date, the Company implemented fresh-start reporting in accordance with American Institute of Certified Public Accounts Statement of Position 90-7: Financial Reporting by Entities in Reorganization under the Bankruptcy Code ("SOP 90-7").

All conditions required for the adoption of fresh-start reporting were met upon emergence from the reorganization Proceedings on the Reorganization Effective Date.  As a result, the fair value of the Prior SEI Holdings assets became the new basis for the Company's statement of financial position as of the Fresh-Start Adoption Date, and all operations beginning on or after March 28, 2008 are related to the Successor Company.

As a result of the application of fresh-start reporting, the financial statements prior to and including March 28, 2008 represent the operations of the Prior SEI Holdings and are not comparable with the financial statements for periods on or after March 28, 2008.  References to "New SEI Holdings" refer to the Company on or after March 28, 2008, after giving effect to the application of fresh-start reporting. References to the "Prior SEI Holdings" refer to the Company prior to and including March 28, 2008.

Note D. Goodwill

In accordance with SOP 90-7, any portion of the reorganization value that cannot be attributed to specific tangible or identifiable assets of the emerging entity should be reported as goodwill in accordance with paragraph 6 of FASB Statement No. 142 Goodwill and Other Intangible Assets.  The Company recorded goodwill of $124 as a result of applying fresh-start accounting on March 28, 2008.   Goodwill was determined as follows: 

Identifiable Assets of New SEI on March 28, 2008

          

Cash and Prepaid Assets

  

$

15      
Liabilities of New SEI on March 28, 2008 (Date of Bankruptcy Effectiveness):      (139

)

 

Excess Reorganization Value

  

 $

124
    

During the period March 28, 2008 (date of bankruptcy effectiveness) to May 31, 2008 if was determined that the carrying value of goodwill should be reduced as there were no cash flows to support the valuation.

Carrying Value of Goodwill March 28, 2008

   $ 124      

Impairment loss recorded on May 31, 2008

    
(124

)  

  
Implied fair value of goodwill on August 31, 2009    $
0
     

Note E. Income Taxes

The Company does not believe that the realization of the related net deferred tax asset meets the criteria required by generally accepted accounting principles and, accordingly, the deferred income tax asset arising from such loss carry forward has been fully reserved.

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 had cumulative net operating loss carry-forwards for income tax purposes at August 31, 2009 of approximately $360,000, expiring through May 31, 2029. The Company has established a 100% valuation allowance against this deferred tax asset, as the Company has no history of profitable operations.

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Note F. Related Party Transactions

The Company is allocated certain expenses such as rent, travel and administrative that are paid on behalf of the Company by American Capital Holdings, Inc., a company that is related to the Company by mutual stockholders and Directors. The total expenses allocated to the Company in the three months ended August 31, 2009 and for the period from March 28, 2008 (date of bankruptcy effectiveness) through August 31, 2009 was $5,050 and $35,393, respectively.

The Company has received cash advances from Richard Turner, CFO of the Company, in varying amounts and at various times subsequent to August 31, 2009. These related party loans were non-collateralized, non-interest bearing and due on demand. As of August 31, 2009 the balance owed Mr. Turner was $327 after the Company received advances of $56 during the three months ended August 31, 2009.

Note G. Going Concern

As reflected in the accompanying unaudited condensed financial statements, the Company had a net loss for the three months ended August 31, 2009 of $5,106. The total accumulated deficit as of August 31, 2009 was $36,270. The ability of the Company to continue as a going concern is dependent on the Company's ability to further implement its business plan and raise capital. The financial statements do not included any adjustments that might be necessary if the Company is unable to continue as a going concern.

Note H. Subsequent Events

On July 9, 2012 the Securities and Exchange Commission filed an Order Instituting Administrative Proceedings and Notice of Hearing Pursuant to Section 12(j) of the Securities Exchange Act of 1934. The Administrative Proceeding File No 3-14942 listed the Company as being delinquent in its periodic filings.  A hearing was held on August 13, 2012.  The Company was told to file a brief in order to reach a settlement with the Securities and Exchange Commission over their enforcement action. 

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Revenue for the three months ended August 31, 2009 and 2008 was $0 and $0 respectively.

Total operating expenses for the three months ended August 31, 2009 was $5,106 compared to $5,050 for the three months ended August 31, 2008.  Operating expenses were for rent, transfer agent fees and management expenses incurred during 2009 and 2008.

The operations for the three months ended August 31, 2009 resulted in a net loss of $5,106 versus a net loss of $5,050 recorded in the three months ended August 31, 2008.

History of the Company

To review the History of the Company, see Part 1, Item 1 of our annual report filed for the Period May 31, 2009.  That note is hereby incorporated by reference into this Part 1, Item 2.

Recently Adopted Accounting Pronouncements

For a discussion of recently adopted accounting pronouncements, see Note B to our  financial statements at Part 1, Item 1 to this quarterly report.

Accounting Pronouncements That We Have Not Yet Adopted

For a discussion of recently issued accounting pronouncements that we have not yet adopted, see Note B to our  financial statements at Part 1, Item 1 to this quarterly report.

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Forward-Looking Statements

This quarterly report on Form 10-Q contains "forward-looking statements" within the meaning of the federal securities laws. Statements regarding future events and developments and our future performance, as well as management's current expectations, beliefs, plans, estimates or projections relating to the future, are forward-looking statements within the meaning of these laws.  Actual results could differ materially from those set forth in the forward-looking statements.  

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not Applicable

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit to the Securities and Exchange Commission under the Securities Exchange Act, is recorded, processed, summarized, and reported within the time periods specified by the Securities and Exchange Commission's rules and forms, and that information is accumulated and communicated to our management, including our principal executive and principal financial officer (whom we refer to in this periodic report as our Certifying Officer), as appropriate to allow timely decisions regarding required disclosure.  Our management is responsible for establishing and maintaining adequate internal control over financial reporting.  Our management evaluated, with the participation of our Certifying Officer, the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act) as of August 31, 2009, pursuant to Rule 13a-15(b) under the Securities Exchange Act.  Based upon that evaluation, our Certifying Officer concluded that, as of August 31, 2009, our disclosure controls and procedures were effective at the reasonable assurance level.

 
Management's Report on Internal Control over Financial Reporting
 
Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.  There has been no change in our internal control over financial reporting during the three months ended August 31, 2009, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
Our management, including our Certifying Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud.  A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.  Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.  Because of the inherent limitations in all control systems, no evaluation of the controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.
  
Our Certifying Officer conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.  Based on this evaluation, he concluded that our internal control over financial reporting was effective as of August 31, 2009.

 

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PART 2. OTHER INFORMATION

Item 1. Legal Proceedings

None

Item 1A. Risk Factors

There have been no material changes to the risk factors presently disclosed in our May 31, 2009 Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None

Item 3. Defaults Upon Senior Securities

None

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

There were no matters submitted to a vote by the security holders during the three months ended August 31, 2009.
Item 5. Other Information
None
Item 6. Exhibits

(a) Exhibits

Exhibit 3.3
  Certificate of Conversion into a Florida Limited Liability Limited Partnership (1)
 
Exhibit 31.1
  Certification pursuant to Rule 13a - 14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
Exhibit 31.2
  Certification pursuant to Rule 13a - 14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
Exhibit 32.1
  Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(1) Incorporated by reference to Form 8-K exhibit 99.1 filed on August 31, 2011. (SEC accession number 0001321508-11-000003)

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
         
 
SEI Holdings, Inc.
 
 
Date: September 10, 2012  By:   /s/ Richard C. Turner    
    Richard C. Turner    
    Chief Financial Officer
(Duly Authorized Officer and
Principal Financial and Accounting Officer) 
 
 

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