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 302Jupiter, Florida
    
    33477-7236(Address of principal executive offices)
    
    (Zip code)
 (561) 249-1354     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.
 o 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).
 o 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).
 x 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.  2   Table of Contents
 SEI Holdings, Inc. (A Development Stage
	Company)INDEX
 PagePART 1 FINANCIAL INFORMATIONItem 1
			Condensed Financial Statements
			
			
			4Condensed Balance Sheets as of August
				31, 2009 (unaudited) and May 31, 2009
			
			
			4Condensed Statements of Operations for the
				Three Months Ended August 31, 2009 and 2008 and for the
				Period from March
				28, 2008 (date of bankruptcy effectiveness) through August 31,
				2009 (unaudited)
			
			
			5Condensed Statement of Changes in Stockholders' Deficit
				for the Period from March 28, 2008 (date of bankruptcy
				effectiveness) through August 31, 2009
				(unaudited)
			
			
			6Condensed Statements of Cash Flows for the Three Months Ended
				August 31, 2009 and 2008 and for the Period from March 28,
				2008 (date of bankruptcy effectiveness) through August 31, 2009 (unaudited)
			
			
			7Notes to Condensed Financial Statements
				(unaudited)
			
			
			8Item 2.
			Management's Discussion and Analysis of Financial Condition and Results of Operations
			
			
			13Item 3.
			Quantitative and Qualitative Disclosures About Market Risk
			
			
			14Item 4.
			Controls and Procedures
			
			
			14PART 2 OTHER INFORMATIONItem 1.
			Legal Proceedings
			
			
			15Item 1A.
			Risk Factors
			
			
			15Item 2.
			Unregistered Sales of Equity Securities and Use of Proceeds
			
			
			15Item 3.
			Defaults Upon Senior Securities
			
			
			15Item 4.
			Submission of Matters to a Vote of Security Holders
			
			
			15Item 5.
			Other Information
			
			
			15Item 6.
			Exhibits
			
			
			15SIGNATURE
			
			
			15




3



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##### Table of Contents



PART 1. FINANCIAL INFORMATION




Item 1. Financial Statements




SEI Holdings,
	Inc.


(A Development Stage Company)


Condensed Balance Sheets  August31, 2009
		
		
		
		May 31, 2009Assets
		
		
		(unaudited)Current AssetsCash and cash equivalents
		
		$
		0
		
		
		
		$
		0Prepaid assets
		
		
		0
		
		
		
		
		0Total
		current assets
		
		
		0
		
		
		
		
		0Goodwill
		
		
		0
		
		
		
		
		0Total
		assets
		$
		0
		
		
		
		$
		0Liabilities and Stockholders'
		DeficitCurrent LiabilitiesAccounts
		payable
		$
		550
		
		
		
		$
		550Loans payable - related parties
		
		
		5,377
		
		
		
		
		271Total current liabilities
		
		
		5,927
		
		
		
		
		821Total
		liabilities
		
		5,927
		
		
		
		
		821Commitments
		and ContingenciesStockholders'
		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
		
		
		
		
		370,293Paid-in-capital
		
		
		0
		
		
		
		
		0Par 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.

4



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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,
		20092009
		
		2008Net Sales
		$
		0
		
		
		$
		0
		
		
		$
		0Cost of Sales
		
		0
		
		
		
		0
		
		
		
		0Gross
		profit
		
		0
		
		
		
		0
		
		
		
		0Operating expenses:General &
		administrative
		
		5,106
		
		
		
		5,050
		
		
		
		36,146Total operating expenses
		
		5,106
		
		
		
		5,050
		
		
		
		36,146Loss from operations
		
		(5,106
		)
		
		
		(5,050
		)
		
		
		(36,146
		)Other ExpenseLoss on impairment
		
		0
		
		
		
		0
		
		
		
		(124
		)Other Expense
		
		0
		
		
		
		0
		
		
		
		(124
		)Net
		Loss
		$
		(5,106
		)
		
		$
		(5,050
		)
		
		$
		(36,270
		)Basic and DilutedNet 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.
 5   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 AccumulatedDuring the Development Stage
	
	Total
	Stockholders'
		Equity (Deficit)Number of Shares
		
		at Par Value 
		$.01Balance Mar. 28, 2008
		(date of bankruptcy effectiveness)
		
		33,995,034
		
		
		$
		339,950
		
		
		$
		0
		
		
		$
		(339,950
		)
		
		$
		0
		
		
		$
		0Issuance of common stock for
		services
		
		1,014,306
		
		
		
		10,143
		
		
		0
		
		0
		
		
		0
		
		10,143Net 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
		
		20,200Net 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.


6



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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 | ) |  |                                                                                        | $
|Adjustments to reconcile net loss to net cash used in operating activities: |  |  |                                 |        |   |  |                                                                                        |  
|Depreciation                                                                |  |  |                                 | 0      |   |  |                                                                                        |  
|Stock-based compensation                                                    |  |  |                                 | 0      |   |  |                                                                                        |  
|Loss on impairment of
			goodwill                                           |  |  |                                 | 0      |   |  |                                                                                        |  
|Changes in operating assets and liabilities                                 |  |  |                                 |        |   |  |                                                                                        |  
|Decrease to
		prepaid assets                                                |  |  |                                 | 0      |   |  |                                                                                        |  
|Increase in accounts payable and accrued expenses                           |  |  |                                 | 0      |   |  |                                                                                        |  
|                                                                            |  |  |                                 |        |   |  |                                                                                        |  
|Net cash
		used in operating activities                                     |  |  |                                 | (5,106 | ) |  |                                                                                        |  
|                                                                            |  |  |                                 |        |   |  |                                                                                        |  
|Investing Activities                                                        |  |  |                                 |        |   |  |                                                                                        |  
|Purchase of property and
		equipment                                        |  |  |                                 | 0      |   |  |                                                                                        |  
|                                                                            |  |  |                                 |        |   |  |                                                                                        |  
|Net cash used in
		investing activities                                     |  |  |                                 | 0      |   |  |                                                                                        |  
|                                                                            |  |  |                                 |        |   |  |                                                                                        |  
|Cash Flows From Financing Activities                                        |  |  |                                 |        |   |  |                                                                                        |  
|Stockholder
		loan                                                          |  |  |                                 | 5,106  |   |  |                                                                                        |  
|                                                                            |  |  |                                 |        |   |  |                                                                                        |  
|Net cash provided by
		financing activities                                 |  |  |                                 | 5,106  |   |  |                                                                                        |  
|                                                                            |  |  |                                 |        |   |  |                                                                                        |  
|Non Cash Transactions                                                       |  |  |                                 |        |   |  |                                                                                        |  
|Reorganization                                                              |  |  |                                 | 0      |   |  |                                                                                        |  
|                                                                            |  |  |                                 |        |   |  |                                                                                        |  
|Net
		decrease in cash                                                      |  |  |                                 | 0      |   |  |                                                                                        |  
|                                                                            |  |  |                                 |        |   |  |                                                                                        |  
|Cash at beginning of
		period                                               |  |  |                                 | 0      |   |  |                                                                                        |  
|                                                                            |  |  |                                 |        |   |  |                                                                                        |  
|                                                                            |  |  |                                 |        |   |  |                                                                                        |  
|Cash at end of
		period                                                     |  |  | $                               | 0      |   |  |                                                                                        | $
|                                                                            |  |  |                                 |        |   |  |                                                                                        |  
|                                                                            |  |  |                                 |        |   |  |                                                                                        |  
|                                                                            |  |  |                                 |        |   |  |                                                                                        |  
|Supplemental Disclosure
		of Cash Flow Information:                         |  |  |                                 |        |   |  |                                                                                        |  
|Interest paid                                                               |  |  | $                               | 0      |   |  |                                                                                        | $
|                                                                            |  |  |                                 |        |   |  |                                                                                        |  
|                                                                            |  |  |                                 |        |   |  |                                                                                        |  
|Income taxes paid                                                           |  |  | $                               | 0      |   |  |                                                                                        | $
|                                                                            |  |  |                                 |        |   |  |                                                                                        |  

See accompanying notes to unaudited
	condensed financial statements.

7



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Table of Contents


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. DEVELOPMENTSTAGECOMPANY 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. 8   Table of Contents REVENUERECOGNITION 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-BASEDCOMPENSATION 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 LOSSPERCOMMONSHARE 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 ISSUEDACCOUNTINGSTANDARDS 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. 9   Table of Contents  RECENTLY ISSUEDACCOUNTINGSTANDARDS
- (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 tobe 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", whichamends 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. 10   Table of Contents  RECENTLY ISSUEDACCOUNTINGSTANDARDS
- (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 CodificationTM ("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. 11   Table of Contents RECENTLY ISSUEDACCOUNTINGSTANDARDS 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 aresult 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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##### Table of Contents

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 inInternal
		Control - Integrated Frameworkissued
		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
 Item 3. Defaults Upon Senior Securities
  Item 4. Submission of Matters to a Vote of
	Security Holders
  Item 5. Other Information
  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
  SEI Holdings, Inc.Date: September 10, 2012
    By:
    /s/ Richard C. TurnerRichard C. TurnerChief Financial Officer
(Duly Authorized Officer and Principal
Financial and Accounting Officer)
 15