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, 2008 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 4, 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, 2008
				(unaudited) and May 31, 2008
			
			
			4Condensed Statements of Operations for the
				Three Months Ended August 31, 2008 and for the
				Period from March
				28, 2008 (date of bankruptcy effectiveness) through August 31,
				2008 (unaudited)
			
			
			5Condensed Statement of Changes in Stockholders' Deficit
				for the Period from March 28, 2008 (date of bankruptcy
				effectiveness) through August 31, 2008
				(unaudited)
			
			
			6Condensed Statements of Cash Flows for the Three Months Ended
				August 31, 2008 and for the Period from March 28,
				2008 (date of bankruptcy effectiveness) through August 31,
				2008 (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
			
			
			13Item 4.
			Controls and Procedures
			
			
			13PART 2 OTHER INFORMATIONItem 1.
			Legal Proceedings
			
			
			14Item 1A.
			Risk Factors
			
			
			14Item 2.
			Unregistered Sales of Equity Securities and Use of Proceeds
			
			
			14Item 3.
			Defaults Upon Senior Securities
			
			
			14Item 4.
			Submission of Matters to a Vote of Security Holders
			
			
			14Item 5.
			Other Information
			
			
			14Item 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, 2008
		
		
		
		May 31, 2008Assets
		
		
		(unaudited)Current AssetsCash and cash equivalents
		$
		7
		
		
		
		$
		7Prepaid assets
		
		0
		
		
		
		
		0Total
		current assets
		
		7
		
		
		
		
		7Goodwill
		
		0
		
		
		
		
		0Total
		assets
		$
		7
		
		
		
		$
		7Liabilities and Stockholders'
		DeficitCurrent LiabilitiesAccounts
		payable
		$
		250
		
		
		
		$
		250Loans payable - related parties
		
		121
		
		
		
		
		121Total current liabilities
		
		
		371
		
		
		
		
		371Total
		liabilities
		
		371
		
		
		
		
		371Commitments
		and ContingenciesStockholders'
		Deficit:Common stock, $.01 par value; 300,000,000 shares authorized; 35,514,340
		and 35,009,340 shares issued and outstanding, respectively
		
		
		355,143
		
		
		
		
		350,093Paid-in-capital
		
		0
		
		
		
		
		0Par value in excess of reorganization value
		
		
		(339,950
		)
		
		
		
		(339,950
		)Deficit accumulated during the development stage
		
		
		(15,557
		)
		
		
		
		(10,507
		)Total stockholders' deficit
		
		(364
		)
		
		
		
		(364
		)Total liabilities and stockholders' deficit
		$
		7
		
		
		
		$
		7


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)  ThreeMonths Ended August 31, 2008
		
		Period from March 28, 2008 (Date of Bankruptcy Effectiveness) Through
		August 31, 2008Net Sales
		$
		0
		
		
		$
		0Cost of Sales
		
		0
		
		
		
		0Gross
		profit
		
		0
		
		
		
		0Operating expenses:General &
		administrative
		
		5,050
		
		
		
		15,433Total operating expenses
		
		5,050
		
		
		
		15,433Loss from operations
		
		(5,050
		)
		
		
		(15,433
		)Other ExpenseLoss on impairment
		
		0
		
		
		
		(124
		)Other Expense
		
		0
		
		
		
		(124
		)Net
		Loss
		$
		(5,050
		)
		
		$
		(15,557
		)Basic and DilutedNet loss per common share
		$
		(.000
		)
		
		$
		(.000
		)Weighted-average shares outstanding:
		
		35,014,829
		
		
		
		34,602,954
 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 StageTotal
	Stockholders'
		Equity (Deficit)Number of Sharesat 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 lossMarch 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
		505,000
		
		
		
		5,050
		
		
		0
		
		0
		
		
		0
		
		5,050Net loss
		three months ended August 31, 2008
		
		0
		0
		
		0
		
		
		0
		
		(5,050
		)
		
		
		(5,050
		)Balance
		August 31, 2008
		
		35,514,340
		
		
		$
		355,143
		
		
		$
		0
		
		
		$
		(339,950
		)
		
		$
		(15,557
		)
		
		$
		(364
		)  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,
		2008 |        |   |  | Period from March 28 2008
		(Date of Bankruptcy Effectiveness) Through August 31, 2008 |  
|----------------------------------------------------------------------------------------- |  |  | ------------------------------------ | ------ | - |  | -------------------------------------------------------------------------------------- | -
|Cash
		flows from operating activities:                                                   |  |  |                                      |        |   |  |                                                                                        |  
|Net loss                                                                                  |  |  | $                                    | (5,050 | ) |  |                                                                                        | $
|Adjustments to reconcile net loss to net cash provided by (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                                                      |  |  |                                      |        |   |  |                                                                                        |  
|Proceeds from
		related companies                                                         |  |  |                                      | 0      |   |  |                                                                                        |  
|                                                                                          |  |  |                                      |        |   |  |                                                                                        |  
|Net cash provided by
		financing activities                                               |  |  |                                      | 0      |   |  |                                                                                        |  
|                                                                                          |  |  |                                      |        |   |  |                                                                                        |  
|Non Cash Transactions                                                                     |  |  |                                      |        |   |  |                                                                                        |  
|Reorganization                                                                            |  |  |                                      | 0      |   |  |                                                                                        |  
|                                                                                          |  |  |                                      |        |   |  |                                                                                        |  
|Net
		increase (decrease) in cash                                                         |  |  |                                      | 0      |   |  |                                                                                        |  
|                                                                                          |  |  |                                      |        |   |  |                                                                                        |  
|Cash at beginning of
		period                                                             |  |  |                                      | 7      |   |  |                                                                                        |  
|                                                                                          |  |  |                                      |        |   |  |                                                                                        |  
|                                                                                          |  |  |                                      |        |   |  |                                                                                        |  
|Cash at end of
		period                                                                   |  |  | $                                    | 7      |   |  |                                                                                        | $
|                                                                                          |  |  |                                      |        |   |  |                                                                                        |  
|                                                                                          |  |  |                                      |        |   |  |                                                                                        |  
|                                                                                          |  |  |                                      |        |   |  |                                                                                        |  
|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
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 99.1. 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. 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, 2008 |  | $ | 0    |   | 

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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, 2008 of approximately $340,000, 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.

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,
2008 and for the period from March 28, 2008 (date of bankruptcy effectiveness)
through August 31, 2008 was $5,050
and $15,193, 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, 2008. These related party loans were non-collateralized, non-interest
bearing and due on
demand. As of August 31, 2008 the balance owed Mr. Turner was $121.

Note
G. Going Concern

As reflected in the accompanying unaudited condensed financial
statements, the
Company had a net  loss for the quarter ended August 31, 2008 of $5,050. The total accumulated
deficit as of August 31, 2008 was $15,557. 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, 2008 was $0. Total operating
expenses for the three months ended August 31, 2008 was $5,050. The operations for the
three months ended
August 31, 2008 resulted in a net loss of $5,050. 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, 2008.  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.


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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, 2008, pursuant to
		Rule 13a-15(b) under the Securities Exchange Act.  Based upon that
		evaluation, our Certifying Officer concluded that, as of August 31, 2008, 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, 2008,
		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, 2008.


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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. Submission of Matters to a Vote of
	Security Holders
  Item 5. Other Information
 Item 6. Exhibits
  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.


SIGNATURE
  SEI Holdings, Inc.Date: September 4, 2012
    By:
    /s/ Richard C. TurnerRichard C. TurnerChief Financial Officer
(Duly Authorized Officer and Principal
Financial and Accounting Officer) 14