UNITED STATES


SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-Q
 
 (Mark One)
  x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  For the quarterly period ended June 30, 2011
 
 OR
  o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission File Number: 001-12941
 
 EASTERN LIGHT CAPITAL, INCORPORATED
 (Exact Name of Registrant as Specified in Its Charter)
  Delaware
94-3240473(State or other jurisdiction

of incorporation or organization)
(I.R.S. Employer

Identification Number)
  100 Pine Street, Suite 560,   San Francisco, California
94111(Address of principal executive office)
(zip code)
  (415) 693-9500
 (Registrant’s Telephone Number, including Area Code)
  
  Securities registered pursuant to Section 12(b) of the Act:
  Title of each class

Name of each exchange on which registeredCommon Stock $0.01 par value

NYSE Amex
  Securities registered pursuant to Section 12(g) of the Act:
 None
 (Title of Class)
 
 Indicate by check mark whether the registrant (1) 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   x    No o
  Indicate by check mark whether the 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 Section 232.405, during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes   x    No o
  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b02 of the Exchange Act.
  Large accelerated filer:   o
Accelerated filer:   oNon-accelerated filer:   o
Smaller reporting company:   x
 
 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 Yes  o   No  x













TABLE OF CONTENTS








PART I  – FINANCIAL INFORMATION (UNAUDITED)ITEM 1
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:Condensed Consolidated Balance Sheets
1Condensed Consolidated Statements of Operations
2Condensed Consolidated Statements of Cash Flows
3Notes to Condensed Consolidated Financial Statements
4-17ITEM 2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
17-20ITEM 3
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
20ITEM 4
CONTROLS AND PROCEDURES
20PART II – OTHER INFORMATIONITEM 1
LEGAL PROCEEDINGS
21ITEM 1A
RISK FACTORS
21ITEM 1B
UNRESOLVED STAFF COMMENTS
21ITEM 2
CHANGES IN SECURITIES
21ITEM 3
DEFAULTS UPON SENIOR SECURITIES
21ITEM 4
SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
21ITEM 5
OTHER INFORMATION
21ITEM 6
EXHIBITS AND REPORTS ON FORM 8-K
21SIGNATURES
22







All other items called for by the instructions to Form 10-Q have been omitted because the items are not applicable or the relevant information is not material.









June 30,

2011

December 31,

2010ASSETSCash and cash equivalents

$
384,707


$
269,911Marketable securities


169



191Investments


190,000



190,000Prepaid expenses


27,500



7,500Accounts receivable


75,242



61,686Notes receivable:Mortgage notes receivable


1,029,274



1,046,284Allowance for loan losses


(80,000
)


(20,000
)Net notes receivable


949,274



1,026,284Real estate owned


3,448,746



4,048,746Other assets


23,384



29,128Total assets

$
5,099,022


$
5,633,446LIABILITIES AND STOCKHOLDERS’ EQUITYLiabilitiesSenior mortgage debt

$
2,112,947


$
2,112,947Other liabilities


107,492



195,286Total liabilities


2,220,439



2,308,233Stockholders’ equityPreferred stock, $.01 par value;1,600,000 shares authorized;213,820 shares issued and outstanding at December 31, 2010



2,138Additional paid in capital - preferred stock


-



5,509,728Less treasury stock: 16,919 preferred shares atDecember 31, 2010 at cost


-



(229,179
)Common stock, $.01 par value; 2,000,000 shares authorized;746,558 shares issued and outstanding at June 30, 2011 and500,432 shares issued and outstanding at December 31, 2010



5,005Additional paid in capital - common stock


14,695,922



9,415,696Less treasury stock: 148,950 common shares atJune 30, 2011 and December 31, 2010 at cost


(1,829,141
)


(1,829,141
)Accumulated other comprehensive loss


(554
)


(532
)Accumulated deficit


(9,995,110
)


(9,548,502
)Total stockholders’ equity


2,878,583



3,325,213Total liabilities and stockholders’ equity

$
5,099,022


$
5,633,446





















Three Months Ended


Six Months EndedJune 30


June 302011


2010


2011


2010REVENUESInterest income

$
17,485


$
29,627


$
36,361


$
60,794Rental income


29,700



2,100



57,950



19,450Other income


52



5,040



932



5,295Total revenues


47,237



36,767



95,243



85,539EXPENSESProvision for loan losses


60,000



2,710



60,000



12,710Expenses of real estate owned


36,523



57,906



38,167



101,620Impairment of real estate owned


---



200,000



---



257,645Wages and salaries


81,775



98,180



160,019



192,643Non-income taxes


5,180



28



39,403



1,778General and administrative


134,942



91,619



268,075



162,044Total expenses


318,420



450,443



565,664



728,440LOSS FROM OPERATIONS


(271,182
)


(413,676
)


(470,421
)


(642,901
)Gain (loss) on sale of real estate owned


---



27,378



23,814



27,378Gain (loss) on securities transactions


---



---



---



(36,131
)Total other income (loss), net


---



27,378



23,814



(8,753
)NET INCOME (LOSS)

$
(271,182
)

$
(386,298
)

$
(446,607
)

$
(651,654
)PREFERRED DIVIDENDS


---



---



---



---NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS

$
(271,182
)

$
(386,298
)

$
(446,607
)

$
(651,654
)NET INCOME (LOSS) PER COMMON SHARE - BASIC

$
(0.45
)

$
(1.10
)

$
(0.83
)

$
(1.85
)NET INCOME (LOSS) PER COMMON SHARE - DILUTED

$
(0.45
)

$
(1.10
)

$
(0.83
)

$
(1.85
)DIVIDENDS PAID PER PREFERRED SHARE

$
-


$
-


$
-


$
-DIVIDENDS PAID PER COMMON SHARE

$
-


$
-


$
-


$
-













Condensed Consolidated Statements of Cash Flows


For the Six Months Ended June 30, 2011 and 2010
 (Unaudited)


Six Months EndedJune 302011


2010CASH FLOWS FROM OPERATING ACTIVITIESNet loss

$
(446,607
)

$
(651,654
)Adjustments to reconcile net loss to net cash used in operating activitiesDepreciation


-



21,699Realized gain on sale of REO


(23,814
)


(27,378
)Stock based compensation expense


-



6,949Provision for loan losses


60,000



12,710Impairment of real estate owned


-



257,645Change in operating assets and liabilitiesChange in prepaid expenses


(20,000
)


-Change in accounts receivable


(13,556
)


3,797Change in other assets


5,744



5,943Change in other liabilities


(26,576
)


(142,900
)Net cash used in operating activities


(464,809
)


(513,189
)CASH FLOWS FROM INVESTING ACTIVITIESProceeds from sale of real estate owned


562,595



1,676,170Principal collected on mortgage notes receivable


17,010



57,938Net cash provided by investing activities


579,605



1,734,108CASH FLOWS FROM FINANCING ACTIVITIESPayments of senior mortgage loans payable


-



(906,244
)Purchase of treasury stock


-



(1,443
)Net cash used in financing activities


-



(907,687
)NET INCREASE IN CASH AND CASH EQUIVALENTS


114,796



313,232CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD


269,911



227,944CASH AND CASH EQUIVALENTS, END OF PERIOD

$
384,707


$
541,176SUPPLEMENTAL CASH FLOW INFORMATION:Cash paid for interest and senior mortgage interest expense

$
-


$
66,288Cash paid for taxes

$
39,373


$
1,628NON-CASH INVESTING AND FINANCING ACTIVITIESForeclosures, net of reserves

$
-


$
1,231,287Conversion of preferred stock to common stock

$
5,282,687


$
-

















EASTERN LIGHT CAPITAL, INC.
 Notes to Condensed Consolidated Financial Statements
 June 30, 2011 (Unaudited)


1.      Organization





References to the “Company” refer to Eastern Light Capital, Incorporated (the “Trust”) – a Real Estate Investment Trust (“REIT”) – and WrenCap Funding Corporation (“WCFC”), collectively.  The Trust was incorporated in Delaware on December 12, 1995. On July 2, 2008, the Trust – formerly known as Capital Alliance Income Trust, Ltd – was renamed Eastern Light Capital, Incorporated.





On April 15, 1997, the Trust formed a taxable REIT subsidiary, Capital Alliance Funding Corporation. On April 20, 2007, the subsidiary was renamed to WrenCap Funding Corporation. Both the Trust and WCFC are incorporated in Delaware. The Trust owns all of WCFC’s common and preferred shares and the Trust and WCFC are consolidated in the Company’s financial statements. Prior to December 29, 2006, the Company was externally advised by Capital Alliance Advisors, Inc. (“Former Manager”). On December 29, 2006, the Former Manager was terminated and the Company became self-administered and self-advised.





As of January 1, 2011, the Trust’s net Preferred Stock shares outstanding were 196,901. On February 12, 2011, both the common and preferred stockholders approved the conversion of the Series A Preferred Stock into Common Stock. The conversion was subsequently approved by the Company’s Board of Directors filed with the Delaware Secretary of State and the NYSE Amex approved the listing of 246,126 additional common shares. As of June 30, 2011, there were 597,608 net common shares outstanding.





In the opinion of the management of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of normal, recurring adjustments, necessary to present fairly the consolidated financial information included therein. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s Form 10-K for the fiscal year ended December 31, 2010 filed with the Securities and Exchange Commission. The results of operations for the three and six month periods ended June 30, 2011 are not necessarily indicative of the operating results to be expected for the full year.




2.
Basis of presentation and summary of significant accounting policies





Principles of consolidation. The condensed consolidated financial statements include the accounts of the Trust and its wholly owned subsidiary, WCFC. All significant intercompany balances and transactions have been eliminated in consolidation.




Basis of accounting.  The Company prepares its condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission.





Use of estimates.  The preparation of condensedconsolidated financial statements in conformity with accounting principles generally accepted in the United States of America 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 dates of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The most significant estimates are the allowance for loan losses and the valuation of real estate owned.





Cash and cash equivalents.  Cashand cash equivalents include cash and highly liquid investments with maturities of three months or less when purchased.  The Company deposits cash in financial institutions insured by the Federal Deposit Insurance Corporation.  At times, the Company’s account balances may exceed the insured limits. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on suchaccounts.




Marketable securities. Marketablesecurities are classified as either trading or available-for-sale. Trading securities represent investments in exchange listed securities that are bought and held principally for the purpose of selling them in the near term.  Available-for-sale securities represent investments in exchange listed securities which the Trust intends to hold for an indefinite period of time.











EASTERN LIGHT CAPITAL, INC.
 Notes to Condensed Consolidated Financial Statements
 June 30, 2011 (Unaudited)


2.      Basis of presentation and summary of significant accounting policies (continued)




Investments.  The Company purchased an investment in a privately held corporation during 2010.  The investment amounted to $190,000 at June 30, 2011 and December 31, 2010. The investment is accounted for under the cost method as the Company has no significant influence over the corporation.





Allowance for doubtful accounts.Management reviews its accounts receivable periodically and the Company establishes an allowance for receivables that may not be collectible. Management exercises judgment in establishing the allowance and the Company’s actual losses may differ from the estimate.





Fair Value Measurements





The Company determines the fair values of its assets and liabilities based on the fair value hierarchy established in ASC Topic 820.  The standard describes three levels of inputs that may be used to measure fair value (Level 1, Level 2 and Level 3). Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.  An active market is a market in which transactions occur with sufficient frequency and volume to provide pricing information on an ongoing basis.  Level 2 inputs are quoted prices in inactive markets or inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly.  Level 3 inputs are unobservable inputs for the asset or liability.  Unobservable inputs reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability (including assumptions about risk).  Unobservable inputs are developed based on the best information available in the circumstances and may include the Company’s own data


Mortgage notes receivable.   Mortgage notes receivable are carried at their origination value less any amortized principal. Management regularly reviews the asset securing the mortgage as well as the borrower’s payment history and ability to repay the mortgage.If the probable ultimate recovery of the carrying amount of a loan, with due consideration for the fair value of collateral, is less than amounts due according to the contractual terms of the loan agreement and the shortfall in the amounts due are not insignificant, the carrying amount of the investment shall be reduced to the present value of estimated future cash flows discounted at the loan's effective interest rate.  If a loan is collateral dependent, it is valued at the estimated fair value of the related collateral.
 
 If events and or changes in circumstances cause management to have serious doubts about the further collectability of the contractual payments, a loan may be categorized as impaired and interest is no longer accrued.  Any subsequent payments on impaired loans are applied to reduce the outstanding loan balances including previously accrued interest and advances.
 
 Real estate owned.Real estate owned results from foreclosure of mortgage notes receivable and at time of foreclosure is recorded at the lower of carrying amount plus any senior indebtedness or fair value of the property minus estimated costs to sell. Management may elect to lease foreclosed real estate owned in lieu of immediately marketing it for sale. Subsequent to foreclosure, the foreclosed asset value is periodically reviewed and adjusted to fair value if a decline has occurred. Income and expenses related to real estate owned are recorded as rental income, interest expense and operating expenses of real estate owned and are included in the condensed consolidated statements of operations. Depreciation is taken on the leased real estate owned.
 
 Revenue recognition.Interest income is recorded on the accrual basis of accounting in accordance with the terms of the loans.  Management reviews the likelihood that a loan will be repaid when the payment of principal or interest is delinquent over two payments.  For these delinquent loans, Management may establish an allowance for loan losses to protect against principal losses in the loan portfolio and an allowance for doubtful accounts to protect against losses from accrued interest. If the mortgage’s collateral is considered insufficient to satisfy the outstanding balance, after estimated foreclosure and selling costs, additional interest is not accrued.  Loan origination income and extension fees are deferred and recognized over the remaining life of the loan as interest income on the interest method. Rental income is recognized as it is earned











EASTERN LIGHT CAPITAL, INC.
 Notes to Condensed Consolidated Financial Statements
 June 30, 2011 (Unaudited)




2.      Basis of presentation and summary of significant accounting policies (continued)




Allowance for loan loss reserve.Management reviews its loan portfolio regularly and the Company maintains an allowance for losses on mortgage notes receivable at an amount that management believes is sufficient to protect against potential losses inherent in the loan portfolio.  A provision for loan losses is based on management’s evaluation of an amount that is adequate to absorb losses inherent in the existing loan portfolio.  The evaluation, which includes a review of all loans on which full collection may not be reasonably assumed, considers among other matters, general economic conditions, the fair value of underlying collateral, past loan loss experience, borrower economic resources, trends in loan delinquency and other factors that warrant recognition in providing for an adequate loan loss allowance. The Company’s actual losses may differ from the estimate.   Notes receivable deemed uncollectible are written off.  The Company does not accrue interest income on impaired loans.
  Concentration of credit risk. The Company holds numerous mortgage notes receivable.  These notes are secured by deeds of trust on residential properties located primarily in California, which results in a concentration of credit risk. The value of the loan portfolio may be affected by changes in the economy or other conditions of the geographical area. As of June 30, 2011 and December 31, 2010, one loan representing approximately 12% of the loan portfolio is a deed of trust on a residential property not in California.


Stock-based compensation. The Company measures the cost of a recipient’s services received in exchange for an award of an equity instrument based on the award's fair value on the grant date and recognizes the cost over the period during which the recipient is required to provide service in exchange for the award, generally the vesting period.
 
 Earnings (Loss) Per Share. In accordance with ASC No. 260 “Earnings Per Share,” the Company presents both basic and diluted earnings (loss) per share. Basic earnings (loss) per share excludes dilution and is computed by dividing net income (loss) available to common stockholders by the weighted average number of shares outstanding for the period. Diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock, where such exercise or conversion would result in a lower (higher) earnings (loss) per share amount. At June 30, 2011, options to purchase shares of common stock below their fair market value trading price are not considered in the diluted earnings per share calculation due to their anti-dilution effect.
 
 Income Taxes.  The Trust has elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the "Code"). A REIT is generally not subject to federal income tax on taxable income which is distributed to its stockholders, provided that at least 90% of taxable income is distributed and provided that certain other requirements are met. Certain assets of the Company that produce non-qualifying income are held in taxable REIT subsidiaries. Unlike other subsidiaries of a REIT, the income of a taxable REIT subsidiary is subject to federal and state income taxes. Even as a REIT, the Company may be subject to certain state and local taxes on its income and property, and to federal income and excise taxes on its undistributable taxable income.  For six months ended June 30, 2011and 2010, the Company expensed $39,373 and $1,628, respectively, for payment of such taxes. Since 2005, the Company incurred taxable losses, also known as Net Operating Losses (“NOL”).  NOL’s may allow the Company to retain future taxable income equal to the cumulative amount of its NOL balance.  The Internal Revenue Service waives mandatory dividend payments until prior year’s allowable NOLs are recovered.





The Company has evaluated its current tax positions and has concluded that as of June 30, 2011, the Company does not have any significant uncertain tax positions for which a liability would be necessary.





Reclassifications.  Certain 2010 amounts may have been reclassified to conform to the 2011 presentation. Such reclassifications had no effect on reported net income (loss) or income (loss) per share.











EASTERN LIGHT CAPITAL, INC.
 Notes to Condensed Consolidated Financial Statements
 June 30, 2011 (Unaudited)


2.      Basis of presentation and summary of significant accounting policies (continued)




Recent accounting pronouncements.In July 2010, the FASB issued ASU 2010-20, Disclosures about the Credit quality of Financing Receivables and the Allowance for Credit Losses. This ASU requires significant new disclosures about the allowance for credit losses and the credit quality of financing receivables. The requirements are intended to enhance transparency regarding credit losses and the credit quality of loan and lease receivables by disclosing an evaluation of (i) the nature of credit risk inherent in the entity’s portfolio of financing receivables, (ii) how that risk is analyzed and assessed in arriving at the allowance for loan losses and (iii) the changes and reasons for those changes in the allowance for loan losses. Under this statement, allowance for loan losses and fair value are to be disclosed by portfolio segment, while credit quality information, impaired financing receivables and nonaccrual status are to be presented by class of financing receivables. Disclosure of the nature and extent, the financial impact and segment information of troubled debt restructurings will also be required. The disclosures are to be presented at the level of disaggregation that management uses when assessing and monitoring the portfolio’s risk and performance. ASU 2010-20 became effective for the Company’s financial statements as of December 31, 2010, as it relates to disclosures required as of the end of a reporting period. Disclosures that relate to activity during a reporting period became effective for the Company’s financial statements that include periods beginning on or after January 1, 2011.
 
 On April 5, 2011, the FASB issued ASU 2011-12, A Creditor’s Determination of Whether Restructuring is a Troubled Debt Restructuring, providing guidance to lenders for evaluating whether a modification or restructuring of a loan is considered a Troubled Debt Restructuring (TDR). ASU 2011-12 provides expanded guidance on whether: 1) the lender has granted a “concession” and 2) whether the borrower is experiencing “financial difficulties.” The ASU is effective for the first interim or annual period beginning after June 15, 2011 (i.e. the third quarter of 2011) and is required to be applied retroactively for all modifications and restructuring activities in 2011. This ASU ends the FASB’s deferral of the additional disclosures about TDR activities required by ASU 2010-20.


Marketable securities




Available-for-sale securities are reported at fair value with unrealized gains and losses excluded from earnings and reported in accumulated other comprehensive income (loss). For the six months ended June 30, 2011, the loss in accumulated other comprehensive income is $22. Trading securities are reported at fair value with realized and unrealized gains and losses reported in the statements of operations.  Available-for-sale securities consist of exchange traded REIT securities whereas trading securities consist of exchange traded non-REIT securities. Both accounts utilize exchange listed derivative securities to enhance performance and to hedge against risk. The trading account also shorts exchange listed securities, including derivative securities.





As of June 30, 2011 and December 31, 2010, the trading securities accounts balance were $0, and the available for sale securities account balance was $169 and $191, respectively. Realized gains and losses on sales of both trading and available-for-sale securities are determined on an average cost basis and are reported in the statements of operations.





The accounts may utilize margin borrowings and are separately maintained. The equity balance in the account is sufficient to offset the risk from a potential margin call. As of June 30, 2011 and December 31, 2010, both the trading securities account and the available-for-sale securities account had no borrowings.





4.      Accounts receivable





Accounts receivable consists of accrued interest on mortgage notes receivable, other amounts due from borrowers and a receivable from a custodial account. As of June 30, 2011 and December 31, 2010, accounts receivable were $75,242 and $61,686, respectively. As of June 30, 2011 and December 31, 2010, Management believes that an allowance for doubtful accounts of $0 is adequate protection against the collectability of the receivables as well as the costs associated with possible legal action.













EASTERN LIGHT CAPITAL, INC.
 Notes to Condensed Consolidated Financial Statements
 June 30, 2011 (Unaudited)


5.
Mortgage notes receivable





Reconciliation of the mortgage notes receivable balances for the periods ended June 30, 2011and December 31, 2010 follows:





Six months

June 30, 2011


Twelve months Dec. 31, 2010Balance, beginning of period

$
1,046,284


$
2,690,737Additions during period:Originations


---



---Deductions during period:Collections of principal


(17,010
)


(35,925
)Repayments


---



(332,084
)Write-offs of uncollectible loans


---



---Foreclosures


---



(1,276,444
)Balance, as reported in Balance Sheet

$
1,029,274


$
1,046,284




The mortgage notes receivable represent home equity loans secured by deeds of trust on one-to-four unit residential real estate. The Company is subject to the risks inherent in lending including the risk of borrower default and bankruptcy. Mortgage notes receivable are generally stated at the principal outstanding.  Interest on the mortgages is due monthly and unamortized principal is usually due as a balloon payment at loan maturity. For the six months ended June 30, 2011and during 2010, no mortgage notes receivable were modified.





As of June 30, 2011, the mortgage notes receivable portfolio totaled $1,029,274 with an average loan size of $128,659, an average weighted yield of 8.00%, a weighted average adjusted maturity of 20 months and a weighted average combined loan-to-value ratio of 61% (based upon the collateral’s appraisal value at funding).  First deeds of trust comprised 81% of the portfolio’s dollar value and second deeds of trust comprised 19%. As of December 31, 2010, the mortgage notes receivable portfolio totaled $1,046,284 with an average loan size of $130,786, an average weighted yield of 8.04%, a weighted average adjusted maturity of 23 months and a weighted average combined loan-to-value ratio of 61% (based upon the collateral’s appraisal value at funding).  First deeds of trust comprised 81% of the portfolio’s dollar value and second deeds of trust comprised 19%. The mortgage loans are concentrated in California.





Geographical Distribution:





The following table sets forth the geographical distribution of the Trust’s Mortgage Investment Business servicing portfolio as of June 30, 2011 and December 31, 2010:


.


June 30, 2011


Dec. 31, 2010State

Number ofloans


$-% ofPortfolio


Number ofloans


$-% ofPortfolioCA


7



88
%


7



88
%Other


1



12
%


1



12
%Totals:


8



100
%


8



100
%



















EASTERN LIGHT CAPITAL, INC.
 Notes to Condensed Consolidated Financial Statements
 June 30, 2011 (Unaudited)





5.
Mortgage notes receivable (continued)





The following table sets forth loan credit quality information as of June 30, 2011 and December 31, 2010:





June 30, 2011


Dec. 31, 2010Loans


Principal


Percent


Loans


Principal


PercentFirst trust deeds


5


$
831,606



81%



5


$
848,513



81%Second trust deeds


3



197,668



19%



3



197,771



19%Third trust deeds


0



---



0%



0



---



0%Total secured loans


8



1,029,274



100%



8



1,046,284



100%Liens due other lenders at loan closing






702,029











702,029Total debt





$
1,731,303










$
1,748,313Appraised property value at loan closing





$
3,456,900










$
3,456,900Percent of total debt to appraised values (LTV) at loan closing (1)






50.08%











50.58%





(1)
Based on appraised values and liens due other lenders at loan closing.  The loan to value computation does not take into account subsequent increases or decreases in security property values following the loan closing nor does it include decreases or increases of the amount owing on senior liens to other lenders by payments or interest accruals, if any. Property values likely have changed, particularly over the last three years, and the portfolio’s current loan to value ratio likely is higher than this historical ratio.





The following table sets forth mortgage notes receivable information summarized by property type as of June 30, 2011 and December 31, 2010:





June 30, 2011

Dec. 31, 2010Loans

Principal

Percent

Loans

Principal

PercentSingle family
8

$
1,029,274

100%

8

$
1,046,284

100%Multi-family
0


---

0%

0


---

0%Commercial
0


---

0%

0


---

0%Land
0


---

0%

0


---

0%Total secured loans
8

$
1,029,274

100%

8

$
1,046,284

100%





Single family properties include owner-occupied and non-owner occupied single family homes (1-4 unit residential buildings), condominium units, and townhouses. From time to time, loan originations in one sector or property type become more active due to prevailing market conditions. The current concentration of the Company’s loan portfolio is single family detached homes. No condominium loans were outstanding as of June 30, 2011 and December 31, 2010.











EASTERN LIGHT CAPITAL, INC.
 Notes to Condensed Consolidated Financial Statements
 June 30, 2011 (Unaudited)





5.
Mortgage notes receivable (continued)





The following table sets forth scheduled loan maturity information summarized by year as of June 30:





June 30, 2011Loans

Principal

Percent2011

0


$ ---

0%2012

2


318,083

31%2013

0


---

0%2014

0


---

0%2015

0


---

0%Thereafter

2


338,937

33%Total future maturities

4


657,020

64%Matured at June 30, 2011

4


372,254

36%Total secured loans

8


$1,029,274

100%





It is the Company’s experience that loans may be repaid or refinanced before, at or after the contractual maturity date. For matured loans, the Company may continue to accept payments while pursuing collection of amounts owed from borrowers. Therefore, the above tabulation for scheduled maturities is not a forecast of future cash receipts.













EASTERN LIGHT CAPITAL, INC.
 Notes to Condensed Consolidated Financial Statements
 June 30, 2011 (Unaudited)


5.      Mortgage notes receivable (continued)





The following is a summary of the Trust’s mortgage notes receivable balance at June 30, 2011:





Principal outstanding

Interest rate


Final

maturity date


Monthly payment


Lien Priority


Face amount ofmortgage(s)


Carrying amount of mortgage(s)


Amount of delinquent principal

(Note A)Individual loans greater than $499,999:


---



---



---



---



---



---



---Loans from $400,000-$499,999


---



---



---



---



---



---



---Loans from $300,000-$399,999


6.25%


0 months


$
2,000


1st



359,000



323,436



---Loans from $200,000-$299,999

6.375% to 8%


7 to 283 months


$
5,500


1st



632,243



484,852



---Loans from $100,000- 199,999


---



---



---



---



---



---



---Loans up to $99,999

7.00% to 12.125%


0 to112 months


$
2,713


1st & 2nd



407,377



220,987



100,505Total Mortgage Notes Receivable at June 30, 2011






$
1,398,620


$
1,029,274


$
100,505





(A) Delinquent loans are loans where the monthly interest payments in arrears are more than 60 days overdue.  As of June 30, 2011, there were three (3) loans totaling $100,505 of principal that were delinquent. $1,349 of Interest has been accrued on one of the delinquent loans.













EASTERN LIGHT CAPITAL, INC.
 Notes to Condensed Consolidated Financial Statements
 June 30, 2011 (Unaudited)





5.      Mortgage notes receivable (continued)





The following is a summary of the Trust’s mortgage notes receivable balance at December 31, 2010:





Principal outstanding

Interest rate


Final

maturity date


Monthly payment


Lien Priority


Face amount ofmortgage(s)


Carrying amount of mortgage(s)


Amount of delinquent principal

(Note A)Individual loans greater than $499,999:


---



---



---



---



---



---



---Loans from $400,000-$499,999


---



---



---



---



---



---



---Loans from $300,000-$399,999


6.25%


1 month


$
2,000


1st



359,000



325,294



---Loans from $200,000-$299,999

6.375% to 8%


13 to 289 months


$
5,435


1st



632,243



499,901



---Loans from $100,000- 199,999


---



---



---



---



---



---



---Loans up to $99,999

7.00% to 12.125%


0 to118 months


$
2,713


1st & 2nd



407,377



221,089



23,318Total Mortgage Notes Receivable at December 31, 2010






$
1,398,620


$
1,046,284


$
23,318





(A) Delinquent loans are loans where the monthly interest payments in arrears are more than 60 days overdue.  As of December 31, 2010, there were two (2) loans totaling $23,318 of principal that were delinquent. Interest has not been accrued on these delinquent loans.
















EASTERN LIGHT CAPITAL, INC.
 Notes to Condensed Consolidated Financial Statements
 June 30, 2011 (Unaudited)


6.
Allowance for loan losses





The allowance for loan losses is primarily based on the fair value of the related collateral since all loans subject to this estimate are collateral dependent.  Management believes a $80,000 loan loss reserve is adequate protection against potential losses inherent in the mortgage notes receivable balances as of June 30, 2011 and December 31, 2010. Actual losses may differ from the estimate.




A reconciliation of the allowance for loan losses for the periods ended June 30, 2011 and December 31, 2010 follows:




Six months June 30, 2011


Twelve months Dec. 31, 2010Provision for loan losses

$
60,000


$
12,709Write-offs of uncollectible loans (net)


---



(302,709
)Total adjustments to allowance


60,000



(290,000
)Balance, beginning of period


20,000



310,000Balance, end of period

$
80,000


$
20,000




7.      Real estate owned




As of December 31, 2010, the Company owned six properties. During 2011, the company sold one property. As of June 30, 2011, the Company owned five properties. As of June 30, 2011 and December 31, 2010, the senior mortgage’s principal balances are $2,112,947. Management may elect to lease real estate assets in lieu of immediately marketing real estate owned assets for sale.





A reconciliation of the real estate owned account shows its cash and non-cash activities for the periods ended June 30, 2011 and December 31, 2010:





Six months

June 30, 2011


Twelve months

Dec. 31, 2010Balance, beginning of period

$
4,048,746


$
6,714,174Additions:Foreclosed mortgage notes, net of reserve (non-cash)


---



1,276,444Assumptions of senior debt upon foreclosure, net of repayments


---



545,025Capital improvements


---



12,015Deductions:Repayment of senior debt


---



---Write-downs of property (non-cash)


(61,219
)


(457,645
)Proceeds from sale of real estate owned (net of closing costs)


(562,595
)


(3,926,520
)Gain (loss) on real estate owned


23,814



(93,048
)Depreciation.


---



(21,699
)Balance, end of period

$
3,448,746


$
4,048,746





8.      Fair Value Measurements





The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2011:





June 30, 2011


Level 1


Level 2


Level 3Asset:Marketable securities – Available for sale

$
169


$
169



---



---Mortgage notes receivable (non-recurring)


77,186



---



77,186



---Real estate owned (non-recurring)


---



---



---



---Total

$
77,355


$
169


$
77,186


$
---











EASTERN LIGHT CAPITAL, INC.
 Notes to Condensed Consolidated Financial Statements
 June 30, 2011 (Unaudited)





8.      Fair Value Measurements (continued)





The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2010:





2010


Level 1


Level 2


Level 3Asset:Marketable securities – Available for sale

$
191


$
191



---



---Mortgage notes receivable (non-recurring)


---



---



---



---Real estate owned (non-recurring)

$
1,903,437



---



---


$
1,903,437Total

$
1,903,628


$
191


$
---


$
1,903,437





The following methods and assumptions were used to estimate the fair value of assets and liabilities:





Cash and cash equivalents.  The carrying amounts reported in the balance sheets approximate fair value due to the short term nature of these accounts.





Available-for-sale and trading securities (included in marketable securities).  These investments are reported on the balance sheets based on quoted market prices.





Mortgage notes receivable. The fair value of non-impaired loans is estimated based upon projected cash flows discounted at the estimated current interest rates at which similar loans would be made. The applicable amount of the allowance for loan losses along with accrued interest and advances related thereto should also be considered in evaluating the fair value versus the carrying value. For loans in which a specific allowance is established based on the fair value of the collateral, the Company records the loan as nonrecurring Level 2 if the fair value of the collateral is based on an observable market price or a current appraised value.  If an appraised value is not available or the fair value of the collateral is considered impaired below the appraised value and there is no observable market price, the Company records the loan as nonrecurring Level 3.





Real estate owned.   At the time of foreclosure, real estate owned is recorded at the lower of the recorded investment in the loan, plus any senior indebtedness, or at the property’s estimated fair value, less estimated costs to sell, as applicable. The Company periodically compares the carrying value of real estate to expected undiscounted future cash flows for the purpose of assessing the recoverability of the recorded amounts.  If the carrying value exceeds future undiscounted cash flows, the assets are reduced to estimated fair value.




Senior mortgage debt and loan commitments.  The carrying amount equals fair value.  All amounts, including interest payable, are subject to immediate repayment.





9.      Senior Mortgage Debt





Senior mortgage debt is the estimated financing liability attached to a real estate asset acquired by the foreclosure of the Company’s junior financing. The senior mortgage debt’s balance and terms are often unavailable at the time of foreclosure.  Because the Company is not the legal borrower, the senior mortgage debt’s agents assert that this information can not be disclosed on account of the borrower’s privacy rights. Different jurisdictions often have different privacy regulations and disclosure of the legal borrower’s obligations is complicated by competing, if not conflicting jurisdictional claims of the note, property, borrower, servicing agent, senior debt owner, new property owner and federal regulations.





The Company must also proceed cautiously in disclosing its position as the new property owner to the senior mortgage debt’s owner or agents.  Many notes have acceleration clauses that may be activated by transfer, sale or foreclosure on the property. Although California law is generally written to prevent a senior mortgage debt from acceleration on account of foreclosure, every situation is different and the costs of defending the notes accelerated maturity could easily exceed the potential recovery from monetizing the foreclosed asset’s estimated residual equity. Due to the frequency of senior loan modifications and the frequency of misleading or inaccurate information provided by former owners or agents, the Company does not provide the individual terms or balances of its REO senior mortgage debt.









EASTERN LIGHT CAPITAL, INC.
 Notes to Condensed Consolidated Financial Statements
 June 30, 2011 (Unaudited)


10.
Related party transactions





On March 26, 2010, the Company entered into a stockholder loan in the amount of $50,000. The loan’s interest rate was 9.99%. The borrowing was repaid on May 4, 2010.





11.    Common and treasury stock





The Trust has the power to redeem or prohibit the transfer of a sufficient number of Common Shares or the exercise of warrants and/or options that would result in a violation of the Trust’s shareholding requirements.  The Bylaws provide that only with the explicit approval of the Trust’s Board of Directors may a stockholder own more than 9.8% of the total outstanding shares.





As of January 1, 2011, the Trust’s net Preferred Stock shares outstanding were 196,901. On February 12, 2011, both the common and preferred stockholders approved the conversion of the Series A Preferred Stock into Common Stock. The conversion was subsequently approved by the Company’s Board of Directors, filed with the Delaware Secretary of State and the NYSE Amex approved the listing of 246,126 additional common shares. As of June 30, 2011, there were 597,608 net common shares outstanding.





12.
Earnings (loss) per share





The following table represents a reconciliation of the numerators and denominators of the basic and diluted earnings (loss) per common share for the six months ended June 30, 2011 and 2010:




2011


2010Numerator:Net income (loss)

$
(446,607
)

$
(651,654
)Preferred dividends


-



-Net income (loss) available to common stockholders

$
(446,607
)

$
(651,654
)Denominator:

Basic weighted average shares


536,077



351,599Dilutive effect of options


-



-Diluted weighted average shares


536,077



351,599Basic earnings per common share

$
(0.83
)

$
(1.85
)Diluted earnings per common share

$
(0.83
)

$
(1.85
)


13
Legal proceedings and contingencies





Legal proceedings





The Company is involved in one legal proceeding as of June 30, 2011.




During June 2010, the Company was named a defendant in a complaint alleging damages for multiple violations associated with ELC’s foreclosure on improved real estate encapsulating the plaintiff’s unimproved real estate interest in a Deed of Trust. The Company believes the plaintiff’s actions are without merit and will seek dismissal of all complaints and reimbursement for reasonable legal costs and fees.




During January 2010, a former borrower filed an appeal of a previously dismissed case. The former borrower continued to allege that the Company made a fraudulent loan by cross collateralizing two separate properties. The cross collateralization was necessary to grant the borrower the desired loan amount, since there was insufficient equity in the primary property offered as collateral. The appeal was dismissed in the first quarter of 2011.














EASTERN LIGHT CAPITAL, INC.
 Notes to Condensed Consolidated Financial Statements
 June 30, 2011 (Unaudited)








13.
Legal proceedings and contingencies (continued)





Noncompliance with Exchange Listing Requirement





The NYSE Amex continued listing standard requires total stockholder equity of $6,000,000. The NYSE Amex has allowed the Company until November 7,   2011 to secure compliance. While the Company is working towards compliance, there is no assurance that it will be able to satisfy the $6,000,000 stockholder equity standard or that the NYSE Amex will not accelerate the compliance date.















PART I – ITEM 2





MANAGEMENT’S DISCUSSION AND ANALYSIS


OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS





FORWARD LOOKING STATEMENTS





Certain statements made in this Quarterly Report on Form 10-Q are "forward-looking statements" (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Eastern Light Capital, Incorporated (the "Company") to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company's plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Annual Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.





Forward-looking statements may be identified by reference to a future period or periods, or by the use of forward-looking terms such as “may”, “will”, “expect”, “anticipate”, or similar terms.  Actual results could materially differ from those in the forward-looking statements due to a variety of factors.





The  Company’s condensed consolidated financial statements include the operating results of Eastern Light Capital, Incorporated (the “Trust”) and WrenCap Funding Corporation (“WCFC”). Management’s discussion and analysis of the results of operations for the three and six months ended June 30, 2011 and 2010 follows:
  OVERVIEW
 
 In May of 1997, the Trust registered its common shares with the Securities and Exchange Commission under the Securities Act of 1933. On September 30, 1998, the initial public offering of Common Shares was completed. Since October 1, 1998, the common shares have been publicly traded.
 
 During the fourth quarter of 2006, the Company’s stockholders voted to terminate the outside manager (“Former Manager”) and initiate internal management. The transition agreement with the Former Manager required the Company to remove the name “Capital Alliance” from the Trust’s name by June 30, 2008 and from CAFC’s name by April 30, 2007. On April 20, 2007, the Company’s 100% owned taxable subsidiary changed its name from Capital Alliance Funding Corporation (“CAFC”) to WrenCap Funding Corporation (“WCFC”). On July 2, 2008, the Trust changed its name to Eastern Light Capital, Incorporated.
 
 The current real estate market is characterized by both a lack of available credit and declining residential property valuations.  Due to these conditions the Company’s focus on selling real estate owned (“REO”) is highly challenging. The current conditions are expected to extend through calendar year 2011.
 
 Mortgage investment loans are reported as mortgage notes receivable and held until prepayment, maturity or foreclosure. As of June 30, 2011, the Mortgage Investment Business portfolio totaled $1,029,274, consisting of 8 loans, of which 3 loans totaling $100,505 or 10% of the portfolio loan value were delinquent over 60 days. As of August 19, 2011, none of the delinquent loans was brought current or paid off and three loans totaling $100,505 or 10% of the June 30, 2011 portfolio balance remained delinquent.  As of June 30, 2011, the Trust held five properties as real estate for sale. During 2011, the Company is focusing on liquidating its REO assets. The monetization of REO assets is an important source of liquidity for the Company in 2011.
   
 
 As of December 31, 2010, the Mortgage Investment Business portfolio totaled $1,046,284, consisting of 8 loans, of which 2 loans totaling $23,318 or 2% of the portfolio loan value were delinquent over 60 days. As of December 31, 2010, the Trust held six properties as real estate for sale.
 
 CRITICAL ACCOUNTING POLICIES
 
 The accounting and reporting policies of the Company are in accordance with accounting principles generally accepted in the United States of America.  The Company’s significant accounting policies are described in the notes to the consolidated financial statements as contained in the Company’s 2010 Form 10-K as filed with the SEC on April 15, 2011.  Certain accounting policies require management to make significant estimates and assumptions, which have a material impact on the carrying value of certain assets and liabilities, and the Company considers these to be critical accounting policies.  The estimates and assumptions used are based on historical experience and other factors, which management believes to be reasonable under the circumstances.  Actual results could differ significantly from these estimates and assumptions, which could have a material impact on the carrying value of assets and liabilities at the balance sheet dates and results of operations for the reporting periods. There have been no material changes to the critical accounting policies as disclosed in the 2010 Form 10-K.
 
 Operating Strategy.
 
 Mortgage investment loans are reported as mortgage notes receivable and are held until prepayment, maturity, sale, or foreclosure. The Company owns non-conforming mortgage loans on one-to-four unit residential properties secured by first and second deeds of trust.  These loans are primarily secured by California real estate. The Company seeks to maximize the value of its loan portfolio through active asset management.
 
 The Company is reviewing its current investment policies to include other REIT permissible assets, instead of residential mortgage loans. The Company may also consider relinquishing its REIT status to enhance stockholder value.
 
 Loan Origination. During 2010 and the six months ended June 30, 2011, the Company did not make or acquire any new loans. Prospectively, loans may be internally originated or acquired from unaffiliated third parties.
 
 Asset Management. Asset management is mortgage loan servicing and REO dispositions.  Loan servicing consists of collecting payments from borrowers, making required advances, accounting for principal and interest payments, holding borrowed proceeds in escrow until fulfillment of mortgage loan requirements, contacting delinquent borrowers, and in the event of unremedied defaults performing other administrative duties including supervising foreclosures.
 
 Only mortgage loans owned by the Company are serviced. The Company does not acquire loan servicing rights or maintain a loan’s servicing rights at disposition. REO dispositions include all of the supervisory and administrative processes of preparing a foreclosed asset for sale.
 
 Loan Portfolio and Allowance for Loan Losses.As of June 30, 2011, the Company’s loan portfolio included 8 loans totaling $1,029,274 of which three loans totaling $100,505 representing 10% of the loan portfolio were delinquent over two payments.  In assessing the collectibility of these delinquent mortgage loans, management has established a loan loss reserve of $80,000, if it is necessary to foreclose upon the mortgage loans.
 
 As of December 31, 2010, the Company’s loan portfolio included 8 loans totaling $1,046,284 of which 2 loans totaling $23,318 representing 2% of the loan portfolio were delinquent over two payments.  In assessing the collectibility of these delinquent mortgage loans, management had established a loan loss reserve of $20,000, if it is necessary to foreclose upon the mortgage loans.
 
 The Company may issue loan commitments on a conditional basis and will fund such loans upon removal of all conditions.  The Trust did not have any commitments to fund loans as of June 30, 2011 and December 31, 2010.
 
 
 
 
 
 
 
 RESULTS OF OPERATIONS
 
 The historical information presented herein is not necessarily indicative of future operations.
 
 Three months ended June 30, 2011 and 2010.  Revenues for the second quarter increased to $47,237 as compared to $36,767 for the same period in the prior year. The increase in revenue was due to an increase in rental income of $27,600, and offset by a decrease in interest income of $12,142, and a decrease in other income of $4,989. The increase in rental income was the result of increased leasing of REO properties. The decrease in interest income was the result of a smaller loan portfolio and a lower weighted average interest rate. During the three months ended June 30, 2011, the Company did not sell any REO. During the three months ended June 30, 2010, the Company sold four REOs.
 
 Expenses for the second quarter decreased $132,023 to $318,420 as compared to $450,443 for the same period in the prior year. The decrease in expenses primarily resulted from a $200,000 REO impairment in 2010 due to the decline in the estimated fair market value of a luxury REO. Wages and salaries decreased $16,405 from $98,180 to $81,775 in the current period due to fewer employees and reduced bonuses.
 
 Six months ended June 30, 2011 and 2010.  Revenues for the first six months of the year increased to $95,243 as compared to $85,539 for the same period in the prior year. The increase in revenue was due to an increase in rental income of $38,500, and offset by a decrease in interest income of $24,433. The increase in rental income was the result of renting out more properties. The decrease in interest income was the result of a smaller loan portfolio. During the six months ended June 30, 2011, the Company sold one REO. During the six months ended June 30, 2010, the Company sold four REOs.
 
 Expenses for the first six months of the year decreased $162,776 to $565,664 as compared to $728,437 for the same period in the prior year. The decrease in expenses primarily resulted from a $257,645 REO impairment in 2010. Wages and salaries decreased $32,624 from $192,643 to $160,019 in the current period due to fewer employees and reduced bonuses.
 
 LIQUIDITY AND CAPITAL RESOURCES
 
 Management believes that the cash flows from operations, mortgage loans that are paid off, real estate owned that is sold, credit facilities that may be obtained during 2011 and the sale of investment mortgages will be sufficient to meet the liquidity needs of the Company’s business for the next twelve months.
 
 LIQUIDITY AND CAPITAL RESOURCES FOR THE SIX MONTHS ENDED JUNE 30, 2011
 
 As of January 1, 2011, the Trust had $269,991 of cash and cash equivalents. After taking into effect the various transactions discussed below, cash and cash equivalents at June 30, 2011 were $384,707. The following summarizes the changes in net cash used in operating activities, and net cash provided by investing activities.
  The principal source of the Trust’s increased liquidity was from investing activities. The primary use of cash was operating activities.
 
 Net cash used by operating activities during the six months ended June 30, 2011 was $464,809. Net cash used from operating activities was primarily the result of the $446,607 net loss for the six months ended June 30, 2011, which includes a realized gain on sale of REO of $23,814 and provision for loan losses of $60,000. Other uses are related to changes in operating assets and liabilities, which includes the following, an increase in prepaid expenses of $20,000, an increase in accounts receivable of $13,556, a decrease in other assets of $5,744 and an increase in other liabilities of $26,576.
 
 Net cash of $579,605 was provided by investing activities. Proceeds from the sale of real estate owned provided $562,595 and principal collected on mortgage notes receivable provided $17,010.
 
 No cash was used or provided by financing activities.
 
 
 
 
 LIQUIDITY AND CAPITAL RESOURCES FOR THE SIX MONTHS ENDED JUNE 30, 2010
 
 As of January 1, 2010, the Trust had $227,944 of cash and cash equivalents. After taking into effect the various transactions discussed below, cash and cash equivalents at June 30, 2010 were $541,176. The following summarizes the changes in net cash used in operating activities, net cash provided by investing activities and net cash used in financing activities.
 
 The Trust’s liquidity increased in the six months ended June 30, 2010. The principal source of the Trust’s liquidity was from investing activities and the primary use of cash was operating and financing activities.
 
 Net cash used in operating activities during the six months ended June 30, 2010 was $513,189. Net cash used from operating activities was primarily the result of the $651,654 net loss for the six months ended June 30, 2010, which  includes depreciation of $21,699, realized gain on sale of REO of $27,378, stock based compensation expense of $6,949,  provision for loan losses of $12,710, and impairment of real estate owned of $257,645. Other uses are related to changes in operating assets and liabilities, which includes the following, a decrease in accounts receivable of $3,806, a decrease in other assets of $5,943 and an increase in other liabilities of $142,900.
 
 Net cash of $1,734,108 was provided by investing activities.The net proceeds from REO transactions provided $1,676,170 and proceeds from mortgage notes receivable principal payments provided $57,938.
 
 Net cash used in financing activities was $907,687.  The primary cash used was for the senior mortgage debt payable of $906,244.
 
 
 PART I – ITEM 3
 QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
 
 The Company is not required to provide the information required by this item as it is a smaller reporting company.
 
 
 PART I – ITEM 4
 CONTROLS AND PROCEDURES
 
 (A) Evaluation of Disclosure Controls and Procedures.  Based on management's evaluation (with the participation of our CEO and Principal Accounting Officer), as of the end of the period covered by this report, our CEO and Principal Accounting Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”)), are effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
 
 (B) Changes in Internal Control over Financial Reporting.  There have been no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
 
 
 
 
 PART II
 OTHER INFORMATION
 
 ITEM 1    LEGAL PROCEEDINGS
 
 Legal Proceedings are described in Note 13 to the Condensed Consolidated Financial Statements which is included in the Form 10-Q under the caption “Legal Proceedings and Contingencies”.
 
 ITEM 1A    RISK FACTORS
 
 The Company is not required to provide the information required by this item as it is a smaller reporting company.
 
 ITEM 1B   UNRESOLVED STAFF COMMENTS
 
 None.
 
 ITEM 2  CHANGES IN SECURITIES
 
 On February 12, 2011, the Common and Preferred stockholders approved the conversion of the Series A Preferred Stock into Common Stock. The conversion was subsequently approved by the company’s Board of Directors, filed with the Delaware Secretary of State and the NYSE Amex approved the listing of 246,126 additional common shares.
 
 ITEM 3    DEFAULTS UPON SENIOR SECURITIES
 
 None
 
 ITEM 4  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
 
 None
 
 ITEM 5  OTHER INFORMATION
 
 None


ITEM 6   EXHIBITS AND REPORTS ON FORM 8-K





(a)           Exhibits





Exhibit No.





3.1
Certificate of Incorporation and Amendment No. 1 (1)


3.2
Bylaws of the Registrant (1)


3.3
Certificate of Amendment of Certificate of Incorporation (3)


4.1
Form of Stock Certificate of Common Shares of the Registrant (2)


10.2
Form of Indemnity Agreement between the Registrant and its Directors and Officers (1)


24.7
Power of Attorney of Richard J. Wrensen (4)


31.1
Sarbanes Certification of Richard J. Wrensen


31.2
Sarbanes Certification of Andrea Barney


32.1
Sarbanes Certification


101
Interactive Data Files


(1)
These exhibits were previously contained in Registrant’s Registration Statement filed on Form S-11 with the Commission on September 9, 1996, and are incorporated by reference herein.





(2)
These exhibits were previously contained in Amendment No. 1 to the Registrant’s Registration Statement filed on Form S-11 with the Commission on January 15, 1997, and are incorporated by reference herein.





(3)
These exhibits were previously contained in Form 10-Q for the period ending June 30, 1997 filed with the Commission on August 14, 1997, and are incorporated by reference herein.





(4)
This exhibit was previously contained in Form 10-K for the period ending December 31, 1998 filed with the Commission on April 10, 1999, and is incorporated by reference herein.














(b)           Reports on Form 8-K.





Form 8-K was filed on:




·
March 30, 2011 to notify late filing of Form 10K.




·
April 15, 2011 to announce filing of Form 10K.




·
May 16, 2011 to notify late filing of Form 10Q.




·
May 19, 2011 to announce filing of Form S-3 (Registration statement under Securities Act of 1933).




·
May 23, 2011 to announce filing of Form 10Q.









SIGNATURES








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





EASTERN LIGHT CAPITAL, INCORPORATED
 
 Date:  August 19, 2011
/s/ Richard J. WrensenRichard J. WrensenPresident, Chief Executive Officer and Chief Financial Officer
  /s/ Andrea BarneyAndrea BarneyPrincipal Accounting Officer and Controller