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, 2011 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 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 20, 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, 2011 (unaudited) and May 31, 2011
			
			
			4Condensed Statements of Operations for the
				Three Months Ended August 31, 2011 and 2010 and for the
				Period from March
				28, 2008 (date of bankruptcy effectiveness) through August 31,
				2011 (unaudited)
			
			
			5Condensed Statement of Changes in Stockholders' Deficit
				for the Period from March 28, 2008 (date of bankruptcy
				effectiveness) through August 31, 2011
				(unaudited)
			
			
			6Condensed Statements of Cash Flows for the Three Months Ended
				August 31, 2011 and 2010 and for the Period from March 28,
				2008 (date of bankruptcy effectiveness) through August 31, 2011 (unaudited)
			
			
			7Notes to Condensed Financial Statements
				(unaudited)
			
			
			8Item 2.
			Management's Discussion and Analysis of Financial Condition and Results of Operations
			
			
			12Item 3.
			Quantitative and Qualitative Disclosures About Market Risk
			
			
			12Item 4.
			Controls and Procedures
			
			
			12PART 2 OTHER INFORMATIONItem 1.
			Legal Proceedings
			
			
			13Item 1A.
			Risk Factors
			
			
			13Item 2.
			Unregistered Sales of Equity Securities and Use of Proceeds
			
			
			13Item 3.
			Defaults Upon Senior Securities
			
			
			13Item 4.
			(Removed and Reserved)
			
			
			13Item 5.
			Other Information
			
			
			13Item 6.
			Exhibits
			
			
			14SIGNATURE
			
			
			14




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, 2011
		
		
		
		May 31, 2011Assets
		
		
		(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
		$
		1,000
		
		
		
		$
		1,000Loans payable - related parties
		
		
		363
		
		
		
		
		363Total current liabilities
		
		
		1,363
		
		
		
		
		1,363Total
		liabilities
		
		1,363
		
		
		
		
		1,363Commitments
		and ContingenciesStockholders'
		Deficit:Common stock, $.01 par value; 300,000,000 shares authorized; 41,574,340
		and
		41,069,340
		shares issued and outstanding, respectively
		
		
		415,743
		
		
		
		
		410,693Paid-in-capital
		
		
		0
		
		
		
		
		0Par value in excess of reorganization value
		
		
		(339,950
		)
		
		
		
		(339,950
		)Deficit accumulated during the development stage
		
		
		(77,156
		)
		
		
		
		(72,106
		)Total stockholders' deficit
		
		
		(1,363
		)
		
		
		
		(1,363
		)Total liabilities and stockholders' deficit
		
		$
		0
		
		
		
		$
		0


See accompanying notes to unaudited condensed
financial statements.

4



---

##### 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,
		20112011
		
		2010Net Sales
		$
		0
		
		
		$
		0
		
		
		$
		0Cost of Sales
		
		0
		
		
		
		0
		
		
		
		0Gross
		profit
		
		0
		
		
		
		0
		
		
		
		0Operating expenses:General &
		administrative
		
		5,050
		
		
		
		5,050
		
		
		
		77,032Total operating expenses
		
		5,050
		
		
		
		5,050
		
		
		
		77,032Loss from operations
		
		(5,050
		)
		
		
		(5,050
		)
		
		
		(77,032
		)Other ExpenseLoss on impairment
		
		0
		
		
		
		0
		
		
		
		(124
		)Other Expense
		
		0
		
		
		
		0
		
		
		
		(124
		)Net
		Loss
		$
		(5,050
		)
		
		$
		(5,050
		)
		
		$
		(77,156
		)Basic and DilutedNet loss per common share
		$
		(.000
		)
		
		$
		(.000
		)
		
		$
		(.002
		)Weighted-average shares outstanding:
		
		41,074,340
		
		
		
		39,049,340
		
		
		
		37,509,499 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
		year ended 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 2009
		
		0
		0
		
		0
		
		
		0
		
		(20,665
		)
		
		
		(20,665
		)Balance May 31, 2009
		
		37,029,340
		
		
		
		370,293
		
		
		
		0
		
		
		
		(339,950
		)
		
		
		(31,164
		)
		
		
		(821
		)Issuance of common stock for
		services
		2,020,000
		
		
		
		20,200
		
		
		0
		
		0
		
		
		0
		
		20,200Net loss
		year ended 2010
		
		0
		0
		
		0
		
		
		0
		
		(20,740
		)
		
		
		(20,740
		)Balance May 31, 2010
		
		39,049,340
		
		
		
		390,493
		
		
		
		0
		
		
		
		(339,950
		)
		
		
		(51,904
		)
		
		
		(1,361
		)Issuance of common stock for
		services
		2,020,000
		
		
		
		20,200
		
		
		0
		
		0
		
		
		0
		
		20,200Net loss year ended 2011
		
		0
		0
		
		0
		
		
		0
		
		(20,202
		)
		
		
		(20,202
		)Balance May 31, 2011
		
		41,069,340
		
		
		
		410,693
		
		
		
		0
		
		
		
		(339,950
		)
		
		
		(72,106
		)
		
		
		(1,363
		)Issuance of common stock for
		services
		505,000
		
		
		
		5,050
		
		
		0
		
		0
		
		
		0
		
		5,050Net loss three months ended August 31, 2011
		
		0
		0
		
		0
		
		
		0
		
		(5,050
		)
		
		
		(5,050
		)Balance August 31, 2011
		
		41,574,340
		
		
		$
		415,743
		
		
		$
		0
		
		
		$
		(339,950
		)
		
		$
		(77,156
		)
		
		$
		(1,363
		) 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, 2011 |  
|--------------------------------------------------------------------------- |  |  | ------------------------------- | ------ | - |  | -------------------------------------------------------------------------------------- | -
|                                                                            |  |  | 2011                            |        |   |  | 2010                                                                                   |  
|Cash
		flows from operating activities:                                     |  |  |                                 |        |   |  |                                                                                        |  
|Net loss                                                                    |  |  | $                               | (5,050 | ) |  |                                                                                        | $
|Adjustments to reconcile net loss to net cash used in operating activities: |  |  |                                 |        |   |  |                                                                                        |  
|Depreciation                                                                |  |  |                                 | 0      |   |  |                                                                                        |  
|Stock-based compensation                                                    |  |  |                                 | 5,050  |   |  |                                                                                        |  
|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                                     |  |  |                                 | 0      | ) |  |                                                                                        |  
|                                                                            |  |  |                                 |        |   |  |                                                                                        |  
|Investing Activities                                                        |  |  |                                 |        |   |  |                                                                                        |  
|Purchase of property and
		equipment                                        |  |  |                                 | 0      |   |  |                                                                                        |  
|                                                                            |  |  |                                 |        |   |  |                                                                                        |  
|Net cash used in
		investing activities                                     |  |  |                                 | 0      |   |  |                                                                                        |  
|                                                                            |  |  |                                 |        |   |  |                                                                                        |  
|Cash Flows From Financing Activities                                        |  |  |                                 |        |   |  |                                                                                        |  
|Stockholder loan                                                            |  |  |                                 | 0      |   |  |                                                                                        |  
|                                                                            |  |  |                                 |        |   |  |                                                                                        |  
|Net cash provided by
		financing activities                                 |  |  |                                 | 0      |   |  |                                                                                        |  
|                                                                            |  |  |                                 |        |   |  |                                                                                        |  
|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



---

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 CASH Cash consists of deposits in banks and other financial
institutions having original maturities of less than ninety days. REVENUERECOGNITION Revenue is recognized when persuasive evidence of an arrangement
exists, delivery has occurred, the fee is fixed or determinable and
collectability is assured. 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 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. The Company adopted the new accounting for uncertainty in income taxes guidance on June 1, 2009. The adoption of that guidance did not result in the recognition of any unrecognized tax benefits and the Company has no unrecognized tax benefits at
August 31, 2011. The Company's U.S. Federal and state income tax returns prior to fiscal year May 31, 2007 are closed and management continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. The Company recognizes interest and penalties associated with tax matters as part of the income tax provision and includes accrued interest and penalties with the related tax liability in the consolidated balance sheets. 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. We have not issued any instruments resulting in potential common shares outstanding. RECENTLY ISSUEDACCOUNTINGSTANDARDS 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"). 9   Table of Contents


RECENTLY ISSUEDACCOUNTINGSTANDARDS- (continued) 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. Certain of the following pronouncements were issued prior to the issuance of the ASC and adoption of the ASUs. For such pronouncements, citations to the applicable Codification by Topic, Subtopic and Section are provided where applicable in addition to the original standard type and number. 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. In January 2010, the FASB issued Accounting Standards Update ("ASU") 2010-06,
	"improving Disclosures about Fair Value Measurements," which clarifies certain existing requirements in ASC 820
	"Fair Value Measurements and Disclosures," and required disclosures related to significant transfers between each level and additional information about Level 3 activity. FASB ASU 2010-06 begins phasing in the first fiscal period beginning after December 15, 2009. The Company is currently assessing the impact on its consolidated results of operations and financial conditions. 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.

10



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##### Table of Contents

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, 2011 |  | $ | 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, 2011 of approximately $400,000, expiring through May 31, 2031. The Company has established a 100% valuation allowance against this deferred tax asset, as the Company has no history of profitable operations.

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., and United States Financial Group, Inc. companies that are
related to the Company by mutual stockholders and Directors.  The
total expenses allocated to the Company in the three months ended August 31,
2011 and for the period from March 28, 2008 (date of bankruptcy effectiveness)
through August 31, 2011 was $5,050
and $75,775, 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, 2011. These related party loans were non-collateralized, non-interest
bearing and due on
demand. As of August 31, 2011 the balance owed Mr. Turner was $363.

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, 2011 of $5,050. The total accumulated
deficit as of August 31, 2011 was $77,156. 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.


11



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##### Table of Contents

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
 Revenue for the
	three months ended August 31, 2011 and 2010 was $0 and $0 respectively. Total operating expenses for the three months ended
August 31, 2011 was $5,050 compared to $5,050 for the
three months ended August 31, 2010.  Operating expenses were for rent, transfer agent fees and management
expenses incurred during 2011 and 2010. The operations for the
three months ended
August 31, 2011 resulted in a net loss of $5,050 versus a net loss of $5,050 recorded in the
three months ended August 31, 2010. 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, 2011.  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.




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, 2011, pursuant to
		Rule 13a-15(b) under the Securities Exchange Act.  Based upon that
		evaluation, our Certifying Officer concluded that, as of August 31, 2011, our disclosure controls and procedures were effective at the
		reasonable assurance level.


12



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##### Table of Contents

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, 2011,
		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, 2011.


PART 2. OTHER INFORMATION
 Item 1. Legal Proceedings
   Item 1A. Risk Factors
   Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 Item 3. Defaults Upon Senior Securities
  Item 4. (Removed and Reserved)
 Item 5. Other Information
 13   Table of Contents




Item 6. 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.Exhibit101.xml
    
    XBRL Document sei-20110831.xml
	(2)Exhibit101.xsd
    
    XBRL Schema Document sei-20110831.xsd (2)Exhibit101.lab
    
    XBRL Labels Linkbase Document sei-20110831_lab.xml (2)Exhibit101.pre
    
    XBRL Presentation Linkbase Document sei-20110831_pre.xml (2)Exhibit101.def
    
    XBRL Definition Linkbase Document sei-20110831_def.xml (2)
  (1) Incorporated by reference to Form
8-K exhibit 99.1 filed on August 31, 2011. (SEC accession number 0001321508-11-000003) (2) Pursuant to Rule 406T of Regulation S-T, the interactive data files
			contained in Exhibit 101 are deemed not  filed or part of a
			registration statement or prospectus for purposes of Sections 11 or
			12 of the Securities Act of 1933, as amended, are deemed not filed
			for purposes of Section 18 of the Securities Exchange Act of 1934,
			and otherwise are not subject to liability under these sections.


SIGNATURE
  SEI Holdings, Inc.Date: September 20, 2012
    By:
    /s/ Richard C. TurnerRichard C. TurnerChief Financial Officer
(Duly Authorized Officer and Principal
Financial and Accounting Officer) 14