##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-K







|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended
May 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 a Florida Limited Partnership effective September 1, 2011 and renamed

STONELEIGH REALTY INVESTORS, LLLP



(Exact name of registrant as specified in its charter)







|                                                              |  |                                    
|------------------------------------------------------------- |  | -----------------------------------
|FLORIDA                                                       |  | 20-1069232                         
|(State or other jurisdiction ofincorporation or organization) |  | (I.R.S. EmployerIdentification No.)
|                                                              | 
|1150 S US Highway 1, Suite 302Jupiter, FL                     |  | 33477-7236                         
|(Address of principal executive offices)                      |  | (Zip Code)                         

(561) 249-1354

(Registrant's telephone number, including area code)





SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE

SECURITIES EXCHANGE ACT OF 1934:   NONE



|                    |  |                                          
|------------------- |  | -----------------------------------------
|Title of Each Class |  | Name of Each Exchange on Which Registered
|                    |  |                                          
|                   

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934:

|Title of Each Class                                                       
|--------------------------------------------------------------------------
|Common Stock, par value .01 per share           CUSIP NUMBER: 
90341K 10 4



Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  o    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    YesoNo  x



---

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 90days.    Yes  o    No   x



Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files)    Yes  o    No  x



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form10-K.o



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of
"large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule12b-2 of the Exchange Act.



Large accelerated fileroAccelerated fileroNon-accelerated fileroSmaller reporting company  x



Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).    Yes  x    No
o



The aggregate market value of the Common Stock held by non-affiliates:  Currently there is no trading market for the Registrant's Common Stock.



As of September 14, 2012 there were 41,574,340 membership units outstanding as all
common shares were converted to membership units effective September 1, 2011 on a one
common share to one membership unit exchange.

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##### Table of Contents

SEI HOLDINGS, INC.

(A Development Stage Company)

INDEX



|         |  |                                                                                                              |  |           
|-------- |  | ------------------------------------------------------------------------------------------------------------ |  | ----------
|         |  |                                                                                                              |  | PAGENUMBER
|         |  | PART I                                                                                                       |  |           
|Item 1.  |  | Business                                                                                                     |  | 4         
|Item 1A  |  | Risk Factors                                                                                                 |  | 13        
|Item 1B  |  | Unresolved Staff Comments                                                                                    |  | 14        
|Item 2.  |  | Properties                                                                                                   |  | 14        
|Item 3.  |  | Legal Proceedings                                                                                            |  | 14        
|Item 4.  |  | Removed and Reserved                                                                                         |  | 14        
|         |  |                                                                                                             
|         |  | PART II                                                                                                      |  |           
|Item 5.  |  | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |  | 14        
|Item 6.  |  | Selected Financial Data                                                                                      |  | 15        
|Item 7.  |  | Management's Discussion and Analysis of Financial Condition and Results of Operations                        |  | 15        
|Item 7A  |  | Quantitative and Qualitative Disclosures about Market Risk                                                   |  | 15        
|Item 8.  |  | Financial Statements                                                                                         |  | 16        
|Item 9.  |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                         |  | 26        
|Item 9A  |  | Controls and Procedures                                                                                      |  | 26        
|Item 9B  |  | Other Information                                                                                            |  | 26        
|         |  |                                                                                                             
|         |  | PART III                                                                                                     |  |           
|Item 10. |  | Directors, Executive Officers and Corporate Governance                                                       |  | 27        
|Item 11. |  | Executive Compensation                                                                                       |  | 27        
|Item 12. |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters               |  | 28        
|Item 13. |  | Certain Relationships and Related Transactions, and Director Independence                                    |  | 28        
|Item 14. |  | Principal Accounting Fees and Services                                                                       |  | 28        
|         |  |                                                                                                             
|         |  | PART IV                                                                                                      |  |           
|Item 15. |  | Exhibits and Financial Statement Schedules                                                                   |  | 29        
|         |  | Exhibit Index                                                                                                |  | 29        
|         |  | Signatures                                                                                                   |  | 30        



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PART I

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results could differ materially from those set forth in the forward-looking statements. Certain factors that might cause such a difference are discussed in this annual report on Form 10-K, including in the section entitled
"Risk Factors."

When used in this report, the terms "SEI", "we," "our," "us," and "the Company"
refer to SEI Holdings, Inc. except where the context otherwise requires or as otherwise indicated.



|ITEM 1. | 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"). 
USASD'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
institutional residential apartment communities 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.

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##### Table of Contents

SEI HOLDINGS, INC.

|ITEM 1. | BUSINESS - CONTINUED
|------- | --------------------

History of the Spin-Off Company:

On December 1, 2003, the Board of Directors of eCom approved the spin-off of the Company's subsidiaries. On June 4, 2004, the Board of Directors of eCom adopted a resolution to spin off the Company and authorized whatever action necessary to complete this process including acquisitions and mergers. In this regard, the Board included instructions for the distribution of stock by its Transfer Agent, Florida Atlantic Stock Transfer ("FAST"), to the shareholders when the share certificates were properly exercised and costs relating to the issuance of these shares were paid in full. Notwithstanding the foregoing, eCom was not able to pay FAST the amounts required to send out the stock certificates to the shareholders, and therefore, the shares were not issued. Due to eCom's financial condition, eCom was unable to effectuate the spinoffs. In connection with the spinoffs, eCom owned all outstanding and issued shares of common stock of the Company. By spinning off the Company, eCom distributed the common stock of the Company to eCom's shareholders in proportion to the shares held in eCom as the relevant record date.

On November 29, 2004, an involuntary petition was filed against eCom under Chapter 11 Title 11, of the United States Bankruptcy Code by petitioning creditors, American Capital Holdings, Inc., Barney A. Richmond and Richard C. Turner. An order for relief was entered by the United States Bankruptcy Court on May 16, 2005. In order to protect the assets of eCom and pursuant to S1106 and S1107 of the United States Bankruptcy Code, on June 2, 2005, interim Chief Executive Officer Richard C. Turner, issued the shares of the Spin-Off Companies which were distributed to eCom shareholders of record, as of May 27, 2005. The Spin-Off Companies were: (i) USA Performance Products, Inc., (ii) eSecureSoft Company, (iii) USAS Digital, Inc., (iv) Pro Card Corporation, (v) AAB National Company, (vi) A Classified Ad, Inc., (vii) Swap and Shop.net Corp., (viii)
A Super Deal.com, Inc., and (ix) My ZipSoft, Inc.

Subsequent thereto, eCom caused a registration statement on Form 10-SB to be filed for the Company. On June 6, 2005 an Order was entered by the Honorable Judge Stephen H Friedman, appointing Barney A. Richmond, Chairman of American Capital Holdings, Inc., as Chief Executive Officer of eCom and Richard C. Turner as Chief Financial Officer or eCom and all of the above described subsidiary companies.

On July 18, 2005, the Company received a letter from the Securities and Exchange Commission ("SEC") asking it to provide legal analysis for the "spin-off" share issuance. A copy of this letter is enclosed herein as Exhibit No. 99.1.

In an effort to give the SEC an answer regarding their request for detailed clarification as to the legal analysis of the spin-off companies and to comply with the SEC's request to withdraw each of the above referenced spin-off companies' Form 10SBG12, on August 15, 2005 each spin-off company withdrew their respective July 8, 2005 Form 10SBG12 filings. On August 15, 2005 Barney A. Richmond filed a seventeen (17) page written reply (plus accompanying supporting exhibits) to the SEC outlining the legal basis of the spin offs in response to the SEC's July 18, 2005 inquiry correspondence. A copy of Mr. Richmond's legal analysis is enclosed as Exhibit No. 99.2.

As result of discussions by Debtor eCom's and Plan Proponent ACH's bankruptcy attorneys with the SEC, the following subsidiaries were brought back into the eCom bankruptcy reorganization proceedings: (i) USA Performance Products, Inc., (ii) eSecureSoft Company, (iii) USAS Digital, Inc., (iv) Pro Card Corporation, (v) AAB National Company, (vi) A Classified Ad, Inc., (vii) Swap and Shop.net Corp., (viii)
A Super Deal.com, Inc., and (ix) My ZipSoft, Inc.

On March 20, 2006 a hearing was held regarding "EX-PARTE MOTION FOR RECONSIDERATION OF ORDER DISAPPROVING EMPLOYMENT OF DEBTOR'S AUDITORS NUNC PRO TUNC TO NOVEMBER 29, 2004 AND FOR ENTRY OF AN ORDER APPROVING RETENTION OF AUDITORS", which was Wienseneck & Andres, P.A. A copy of this March 20, 2006 Court transcript is enclosed as Exhibit No. 99.3. An Order was entered approving the retention of Wieseneck & Andres, P.A. as eCom and the subsidiaries' auditors. A copy of this March 21, 2006 Order is appended herein as Exhibit No. 99.4.

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SEI HOLDINGS, INC.



|ITEM 1. | BUSINESS - CONTINUED
|------- | --------------------

On August 18, 2006, a Joint Plan of Reorganization was filed by the Debtor, eCom eCom.com, Inc. and Joint Plan Proponent American Capital Holdings, Inc. A copy of this Joint Plan of Reorganization can be viewed at
	www.ecec.us under the title "Bankruptcy News" by clicking the "read more"
link on the August 18, 2006 entry.

On August 25, 2006, a Disclosure Statement was filed by the Debtor, eCom eCom.com, Inc. and Joint Plan Proponent American Capital Holdings, Inc. A copy of this Disclosure Statement can be viewed at
ecec.us under the title "Bankruptcy News" by clicking the "read more"
link on the August 25, 2006 entry. A copy of this Disclosure Statement is appended herein as Exhibit 99.5.

On December 28, 2006 an Order was entered titled "ORDER (I) APPROVING DISCLOSURE STATEMENT*;(II) SETTING HEARING ON CONFIRMATION OF PLAN; (III) SETTING HEARING ON FEE APPLICATIONS;(IV) SETTING VARIOUS DEADLINES; AND (V) DESCRIBING PLAN PROPONENTS' OBLIGATIONS". A copy of this five (5) part Order can be viewed at
ecec.us under the title "Bankruptcy News" by clicking the "read more"
link on the December 28, 2006 entry described as "ORDER (I) APPROVING DISCLOSURE STATEMENT*;(11) SETTING HEARING ON CONFIRMATION OF PLAN; (111) SETTING HEARING ON FEE APPLICATIONS; (IV) SETTING VARIOUS DEADLINES; AND (V) DESCRIBING PLAN PROPONENTS' OBLIGATIONS". A copy of this Order, Disclosure Statement etc. is affixed herein as Exhibit No. 99.6.

On January 3, 2007, Joint Plan Proponent, American Capital Holdings, Inc. and the Debtor, eCom eCom.com, Inc. filed the First Amended Disclosure Statement. A copy of this Disclosure Statement can be viewed at
www.ecec.us under the title "Bankruptcy News" by clicking the "read more"
link on the January 3, 2006 entry described as First Amended Disclosure Statement. This Disclosure Statement was reviewed by the SEC on numerous occasions (with many comments/suggestions) and was ultimately approved by the Court, which is further described herein and below.

On January 3, 2007, Joint Proponent, American Capital Holdings, Inc. and the Debtor, eCom eCom.com, Inc. filed the First Amended Joint Plan of Reorganization ("The Plan"). A copy of this Plan can be viewed at
www.ecec.us under the title "Bankruptcy News" by clicking the "read more"
link on the January 3, 2007 entry described as First Amended Joint Plan of Reorganization. A copy of the Plan of Reorganization is appended herein as Exhibit No 99.7.

"Article 1: Definitions" in the Joint Plan states that:

"Subsidiaries" shall mean (i) USA Performance Products, Inc., (ii) eSecureSoft Company, (iii) USAS Digital, Inc., (iv) Pro Card Corporation, (v) AAB National Company, (vi) A Classified Ad, Inc., (vii) Swap and Shop.net Corp., (viii)
A Super Deal.com, Inc., and (ix) My ZipSoft, Inc., unless otherwise referred to individually in the Plan.



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SEI HOLDINGS, INC.

|ITEM 1. | BUSINESS - CONTINUED
|------- | --------------------

Article "8.06 Spin-Off of Subsidiaries" in the Joint Plan states:

On December 1, 2003, the board of directors of eCom approved the spinoff of the Subsidiaries. On June 4, 2004, the board of directors of eCom readopted a resolution to spinoff the Subsidiaries and authorized whatever action necessary to complete this process including acquisitions and mergers. In this regard, the board included instructions for the distribution of stock by its Transfer Agent, Florida Atlantic Stock Transfer (FAST), to the proper entities when the share certificates were properly exercised and costs relating to the issuance of these shares were paid in full. Notwithstanding the foregoing, eCom was not able to pay FAST the amounts required to send out the stock certificates to the shareholders and, therefore, the shares were not issued. Due to eCom's financial condition, eCom was unable to effectuate the spinoffs. In connection with the spinoffs, eCom owned all outstanding and issued shares of common stock in the Subsidiaries. By spinning off the Subsidiaries, eCom distributed the common stock of the Subsidiaries to eCom's shareholders in proportion to the shares held in eCom as of the relevant record date.

On November 29, 2004, an involuntary petition was filed against eCom under Chapter 11 of Title 11 of the United States Code. Thereafter, an order for relief was entered by the United States Bankruptcy Court on May 16, 2005. On June 2, 2005, the shares of the Subsidiaries were distributed to eCom shareholders of record, as of May 27, 2005. Subsequent thereto, eCom caused a registration statement on Form 10-SB to be filed for each of the Subsidiaries.

eCom believed that it could effectuate the spinoffs pursuant to the criteria and procedures set forth in the September 16, 1997 Securities and Exchange Commission Staff Legal Bulletin No. 4 issued regarding the applicability of Section 5 of the Securities Act of 1933 (the "Bulletin"). eCom was subsequently advised by the Staff of the Securities and Exchange Commission ("SEC") that the Subsidiaries may not qualify for the spinoff procedures set forth in the Bulletin for a number of reasons, including the facts that (i) there may not have been a valid "business purpose" as defined in the Bulletin, and (ii) the certificates evidencing the shares were distributed prior to having an effective Form 10-SB registration statement available for distribution to shareholders. At the request of the SEC staff, eCom voluntarily withdrew the Form 10-SB registration statements. Form 10-SB registration statements will be filed post- Effective Date for each of the Subsidiaries when appropriate transactions are finalized as to each Subsidiary.

Article "8.11 - Restructuring Transactions" in the Joint Plan states:

On and after the Effective Date, the Reorganized Debtor or the Subsidiaries may enter into such transactions and may take such actions as may be necessary or appropriate to effect a corporate restructuring of its respective businesses, subject to the terms, conditions and restrictions set forth in the Bylaws of, or otherwise applicable to, the Reorganized Debtor or the Subsidiaries. Such restructuring may include one or more mergers, consolidations, restructures, dispositions, liquidations, or dissolutions, as may be determined by the Reorganized Debtor or the Subsidiaries to be necessary or appropriate (collectively, the "Restructuring Transactions"). The actions to effect the Restructuring Transactions may include: (i) the execution and delivery of appropriate agreements or other documents of merger, consolidation, restructuring, disposition, liquidation, or dissolution containing terms that are consistent with the terms of the Plan and that satisfy the applicable requirements of applicable state law and such other terms to which the applicable entities may agree; (ii) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, duty, or obligation on terms consistent with the terms of the Plan and having such other terms to which the applicable entities may agree; (iii) the filing of appropriate certificates or articles of merger, consolidation, or dissolution pursuant to applicable state law; and (iv) all other actions that the applicable entities determine to be necessary or appropriate, including making filings or recordings that may be required by applicable state law in connection with such transactions. The Restructuring Transactions may include one or more mergers, consolidations, restructures, dispositions, liquidations, or dissolutions, as may be determined by the Reorganized Debtor or the
Subsidiaries to be necessary or appropriate to result in substantially all

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SEI HOLDINGS, INC.

|ITEM 1. | BUSINESS - CONTINUED
|------- | --------------------

of the respective assets, properties, rights, liabilities, duties, and obligations of the Reorganized Debtor or the Subsidiaries vesting in one or more surviving, resulting or acquiring corporations. In each case in which the surviving, resulting, or acquiring corporation in any such transaction is a successor to the Reorganized Debtor, such surviving, resulting, or acquiring corporation will perform the obligations of the Reorganized Debtor pursuant to the Plan to pay or otherwise satisfy the Allowed Claims against the Reorganized Debtor, as applicable and to the extent necessary.

Notwithstanding the foregoing, it is possible that the Reorganized Debtor may qualify as a "blank check company." The SEC has taken the position that promoters or affiliates of blank check companies, as well as their transferees, are underwriters of the securities issued. In accordance with the SEC's position, any securities held by shareholders, including those issued under the Plan, prior to a business combination, such as a merger, may be resold only through a registration statement under the Securities Act of 1933 and Rule 144 may not be a safe harbor for resale of those securities regardless of technical compliance with Rule 144. While the foregoing does not affect the issuance of shares of common stock under the Plan, i.e., the shares will be issued free from registration requirements in accordance with section 1145 of the Code, the resale or exchange of such securities may be affected following confirmation of the Plan, such as in connection with any resale of such securities or any proposed Restructuring Transaction.

A Confirmation hearing was held on March 12, 2007. In attendance of the hearing was Ms. Denyese Heffner, representing the United States Department of Justice U.S. Trustee's Office, Mr. Gordon Robinson, Esq. representing the United States Securities & Exchange Commission ("SEC"), Mr. Michael D. Seese, representing eCom eCom.com, Inc. and Mr. Mark W. Fisher, Esq. representing American Capital Holdings, Inc. The result of this hearing was court approval and confirmation for eCom and the subsidiaries Plan of Reorganization. A copy of the court transcript is attached as Exhibit No. 99.8. The Order Confirming the First Amended Joint Plan of Reorganization of Debtor and Joint Plan Proponent American Capital Holdings, Inc., as Modified, was signed by the Honorable Judge Steven H. Friedman on March 23, 2007 and is attached as Exhibit 99.9. This Confirmation Order may also be viewed at the eCom website
www.ecec.us under the bankruptcy link.

During the period from March 23, 2007 until March, 2008, there was several additional status conferences approving professional fees and other U.S Trustee required items necessary to close out the case. During this period, Judge Stephen H. Friedman was not reappointed to the United States Federal Bankruptcy bench and the pending outstanding matters regarding this case was re-assigned to the Honorable Paul G. Hyman, Jr.

The Company got behind with its required SEC filings due to the fact the Company's auditors, Wieseneck & Andres, P.A., had advised management their CPA practice was merging with another firm, which delayed the Company. Wieseneck & Andres, P.A. was and has been the auditor for all of the above described subsidiary companies as well as eCom eCom.com, Inc. and American Capital Holdings, Inc. ("ACH") for many years. Also, management was advised in late December, 2007 by Mr. Thomas B. Andres, CPA that he and his firm had accounting issues with Public Company Accounting Oversight Board ("PCAOB") regarding an American Capital Holdings, Inc. ("ACH") audit dating back to 2004. Mr. Andres advised us of his situation on or about December 16, 2007. Prior to that date, management did not know about any communications from the PCAOB. Appended herein as Exhibit No. 99.10 is a copy of PCAOB Release No. 104-2005-117, which was issued on October 27, 2005. Management was totally caught off guard as this issue was not disclosed to us for over two (2+) plus years either by Mr. Andres or by the PCAOB.

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##### Table of Contents

SEI HOLDINGS, INC.

|ITEM 1. | BUSINESS - CONTINUED
|------- | --------------------

To further add to management's confusion regarding a 2004 audit, there were no comments by the SEC examiners regarding ACH's Form 10SB12G dated May 24, 2004 submitted to the SEC. This May 24, 2004 filing was ruled effective by law on July 24, 2004. This Form 10SB12G included a nine (9) month ACH audit by Wieseneck & Andres, P.A. for the period ending February 29, 2004. Additionally, pursuant to the request of SEC Examiners, on January 11, 2005, ACH filed an Amended Form 10SB12G with the SEC. This Amended Form 10SB12 included a Wieseneck & Andres, P.A. audit dated November 10, 2004, which was for the period ending May 31, 2004. There were no comments from the SEC examiners regarding this audit as well.

Enclosed herewith as Exhibit No. 99.11, is a copy of a January 2, 2008 U.S. Postal Certified Mail No. 7002241000543376468 five (5) page detailed correspondence, from ACH addressed to Mr. Mark W. Olsen, Chairman and Ms. Angela Desmond, Chief of Staff of the PCAOB. This letter had eleven (11) accompanying composite exhibits in support of management's response to the above described PCAOB Release.

On February 15, 2008, Claudius Modesti, the PCAOB's Director of Enforcement and Investigations sent a reply letter to Mr. Barney A. Richmond's letters dated December 17, 2007, January 1, 2008 and January 2, 2008. Ms. Modesti's letter, which is enclosed herein as Exhibit No. 99.12 stated exactly the following:

Dear Mr. Richmond:

"Your recent letters to Chairman Mark W. Olsen and Angela Desmond (dated December 17, 2007, January 1, 2008 and January 2, 2008) concerning American Capital Holdings, Inc. ("ACH") and Wieseneck, Andres & Company, P.A. ("Wieseneck") have been forwarded to my attention: I write to respond to one aspect of your letters. I understand that Gordon Seymour, the PCAOB's General Counsel, will separately respond to another aspect of your letters."

"You refer to potential PCAOB disciplinary action against Wieseneck, and, in connection with that point, you say that you would like to meet with PCAOB staff to discuss aspects of ACH's accounting. PCAOB disciplinary investigations are nonpublic by law and the staff does not disclose, confirm, or deny the existence of particular investigations unless and until they result in a public disciplinary order. In investigating potential auditor misconduct, the staff evaluates evidence gathered from various sources including, where appropriate evidence obtained from an auditor's clients. "In the event that your letters are relevant to issues that we are addressing in any investigation, we will take them into account, and we will follow up to the extent we believe appropriate. While we appreciate your offer to meet and to provide additional documents, we do not at this time see a need for either of those things. If this changes we will contact you."

Sincerely,

Claudius Modesti / Director

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SEI HOLDINGS, INC.

|ITEM 1. | BUSINESS - CONTINUED
|------- | --------------------

On February 15, 2008, Mr. Jay Gordon Seymour, General Counsel for the PCAOB, sent a reply letter to Mr. Barney A. Richmond's December 17, 2007, January 1, 2008 and January 2, 2008 letters. Mr. Seymour's correspondence, which is affixed herein as Exhibit No. 99.13. advised the following:

Dear Mr. Richmond:

"Your recent letters to Chairman Mark W. Olsen and Angela Desmond (dated December 17, 2007, January 1, 2008 and January 2, 2008) concerning American Capital Holdings, Inc. ("ACH") and Wieseneck, Andres & Company, P.A. ("Wieseneck") have been forwarded to my attention: I write to respond to one aspect of your letters. I understand Claudius Modesti, the PCAOB's Director of Enforcement and Investigations, will separately respond to another aspect of your letters."

"You refer to PCAOB Release No. 104-2005-117 ("the Release"), which is the publicly available portion of a PCAOB inspection report on Wieseneck. You suggest that the Release is critical of ACH's accounting in two respects, and you request consideration of your position before the PCAOB takes a position in the matter. Please note that (1) the Release indicates that PCAOB inspectors review audits of two of Wieseneck's ten issuer audit clients, neither which the Release identifies; (2) the Release is not critical of any audit clients' accounting, but instead describes failures by Wieseneck, in two respects, to perform audit procedures necessary for Wieseneck to have a sufficient basis for an audit opinion; and (3) the Release does not assert that both of those auditing failures were present in each of the audits reviewed. In addition, the PCAOB issued the Wieseneck inspection report in October of 2005, and there is no ongoing process with respect to its content."

"Should you have any questions concerning PCAOB processes, please feel free to call me at (202) 207-9034."

Sincerely,

J. Gordon Seymour / General Counsel

After receiving these PCAOB letters dated February 15, 2008, management interpreted the contents at face value, especially Mr. Seymour's declaration which advised:

"Please note that (1) the Release indicates that PCAOB inspectors review audits of two of Wieseneck's ten issuer audit clients, neither which the Release identifies; (2) the Release is not critical of any audit clients' accounting, but instead describes failures by Wieseneck, in two respects, to perform audit procedures necessary for Wieseneck to have a sufficient basis for an audit opinion; and (3) the Release does not assert that both of those auditing failures were present in each of the audits reviewed. In addition, the PCAOB issued the Wieseneck inspection report in October of 2005, and there is no ongoing process with respect to its content."

With respect to the last sentence of the above preceding paragraph, this did not prove to be accurate, which is further described in the below chronological sequence of events.

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SEI HOLDINGS, INC.

|ITEM 1. | BUSINESS - CONTINUED
|------- | --------------------

On March 28, 2008 An Order For Final Decree of the eCom bankruptcy case (including the above describe subsidiaries) was entered by the Honorable Judge Paul G. Heyman, Jr. A copy of this Order For Final Decree is affixed herein as Exhibit No 99.14. eCom and all of the spin-off companies began the preparation of the forthcoming Form May 31, 2008 10KSB filings, which were due on August 31, 2008. During this period, management was periodically being advised by Mr. Thomas B. Andres, CPA of Wieseneck & Andres, P.A. that he and his partners were in the process of merging with another firm who he, Mr. Andres, advised was a PCAOB registered accounting firm, which was supposed to be located in Jupiter, Florida.

Notwithstanding, due to matters management was
not privy to at the time, things with the proposed merger with a Jupiter based
PCAOB registered firm was never consummated. On or about May 29, 2009,
management was advised by Mr. Andres that Wieseneck & Andres, P.A. was merging
with a New York based accounting firm named Fuoco Group, LLC ("Fuoco") and Fuoco
would be the firm taking over all of the companies' audits, including SEI
Holdings, Inc. During the next several weeks, management focused on preparation
of the forthcoming May 31, 2008 10K filings, which required the then forthcoming
audits by a PCAOB registered accounting firm. However, in early September, 2009,
after reviewing the PCAOB website to check the status of the Fuoco accounting
firm, management discovered Fuoco was not a PCAOB registered auditing firm.
Management also discovered that Mr. Thomas B. Andres, CPA and his firm,
Wieseneck & Andres, P.A. ("the firm") were, individually as well as his
accounting firm, were deregistered by the PCAOB on April 22, 2008 via PCAOB Release
No.105-2008-001. The result of this PCAOB April 22, 2008 Release No.
105-2008-001 was Mr. Thomas B. Andres and the firm (Wieseneck & Andres, P.A.)
could not be affiliated with any PCAOB firm for a period of two (2) years. A
copy of the PCAOB Release No. 105-2008-001 is attached herein as Exhibit No.
99.15. Based on the contents contained in the two (2) above described PCAOB
letters both dated February 15, 2008 from PCAOB Director Claudius Modesti and
PCAOB General Counsel, J. Gordon Seymour, Management was totally blindsided by
this discovery. Neither anyone from the PCAOB nor anyone from Wieseneck &
Andres, P.A. gave the American Capital Holdings, Inc., eCom or the spin-off
companies any type of notice whatsoever about the new 105-2008-001 PCAOB
Release, which were the same allegations made in the PCAOB 104-2005-117 Release.

During the remainder of the entire month of September, 2009, management did considerable legal, tax and accounting background research issues regarding the unsupported background facts of the findings stated in the PCAOB Release No 105- 2008-001. Management believes Thomas B. Andres, CPA as well as Wieseneck & Andres, P.A. and the PCAOB entered into this consent order without examining the actual real facts with respect to all
applicable Federal Internal Revenue Code statutes. Additionally, management was unilaterally denied the opportunity to meet with the PCAOB to discuss the issues brought up in PCAOB Release No. 104-2005-117 and was led to believe there was "no ongoing process with respect to its content", as advised in J. Gordon Seymour's February 15, 2008 correspondence. The PCAOB was established via the Sarbanes-Oxley Act as a division within the SEC.

11



---

##### Table of Contents

SEI HOLDINGS, INC.

|ITEM 1. | BUSINESS - CONTINUED
|------- | --------------------

Management believes the intent of
Sarbanes-Oxley Act was to provide greater corporate transparency disclosures as
well as to provide better public company internal controls, both of which are
what the PCAOB is supposed to administer. Management also believes this does not
seem to be the case regarding to what appears to be jointly agreed to consent
order by Wieseneck & Andres, P.A./Public Company Accounting Oversight Board
PCAOB Release No. 105-2008-001 entered into. Again, the contents of PCAOB
Release No. 104-2005-117 and PCAOB Release No. 105-2008-001 are basically the
same. Management was totally blindsided by this event as we were led to believe
the above referenced February 15, 2008 PCAOB letters as described above. Being
Wieseneck & Andres, P.A. was the PCAOB approved accounting firm for all the
subsidiary companies referenced above as well the accounting firm was court
approved by the United States Bankruptcy Court.  The PCAOB disbarment almost put
all of the companies out of business as all of the accounting firms management
had approached advised they would have to audit all of these companies from
inception, which the companies could not afford without a capital infusion.
Without clean audits, it is almost impossible to raise equity capital, which
caused all the companies to get behind in their financial reporting.

On October 5, 2009, ACH's and the spin-off companies' management sent Thomas B. Andres, CPA, Wieseneck & Andres, P.A. a thirty two (32) page letter via U.S. Postal Certified Mail No. 70071490000054486599, which was accompanied with thirty one (31) exhibits illustrating the proper facts supporting all of the companies' legal positions. A copy of this letter and its thirty one (31) supporting exhibits are attached herein as Composite Exhibit No. 99.16.

On October 14, 2009 Richard Turner had a conversation with Mr. Thomas B. Andres about setting up a meeting, which Mr. Andres initially agreed to. Mr. Turner sent an October 14, 2009 confirmation letter as well, which copy is affixed herein as Exhibit No. 99.17. On October 19, 2009, Mr. Andres wrote a reply letter advising Mr. Turner, based on advice of his legal counsel, that Mr. Andres could not have further conversations with Mr. Turner or the companies "until such a time we (he and his firm) are appropriately advised by our council". Mr. Andres further stated "You will be appropriately informed when that happens". To this date, Mr. Andres has refused to meet with management.

On November 4, 2009, Management sent Mr. Andres another five (5) page letter via United States Postal Certified Mail No. 70072410000543376482 (RETURN RECEIPT REQUESTED), accompanied by ten (10) supporting exhibits. This letter pointed out many problems/damages caused by Mr. Andres' firm as well as requested the name of Wieseneck & Andres, P.A. errors and omissions insurance carrier. So far, in what management believes is
a sign of bad faith, Wieseneck & Andres, P.A. and Fuoco Group, LLC has refused to provide the companies this information. The companies are planning to file suit against Wieseneck & Andres, P.A., Fuoco Group, LLC as well as a claim against their respective insurance carrier(s).

Due to the above described PCAOB transactions
and the March 28, 2008 Bankruptcy Court Order of Final Decree we are requesting
a waiver of the prior auditor consent requirement pursuant to SEC Regulation C
Rule 47 regarding the firm of Wieseneck & Andres, P.A.

On
March 18, 2011 the company entered into a new audit engagement with a PCAOB
registered accounting firm known as Lake & Associates CPA's, LLC ("Lake"). On September
19, 2011 the Company was notified by Lake and Associates CPA's, LLC ("Lake") of
their resignation as the Company's independent registered public accounting
firm.
During the term in which Lake served as the Company's registered public
accounting firm
Lake didn't authorize the issuance of any audit reports or interim reviews.

On September 22, 2011 Alan R.
Swift, CPA, P.A. ("Swift") was appointed to serve as the Company's independent
registered public accounting firm by the Company's audit committee.
During the term in which Swift served as the Company's registered public
accounting firm
Swift didn't authorize the issuance of any audit reports or interim reviews and no engagement letter was signed with Swift.



On
August 15, 2012, the audit committee of the Company's Board
of Directors authorized the appointment of the firm Pybus & Company, P.A. ("Pybus")
to serve as the Registrant's independent registered public accounting firmfor
the fiscal
years ending May 31, 2008, 2009, 2010 and 2011 for SEI and for the period
September 1, 2011 to December 31, 2011 for SRI.

12



---

##### Table of Contents

|ITEM 1. | BUSINESS - CONTINUED
|------- | --------------------

The Company's main office is located at 1150 S.
US Highway 1, Suite 302, Jupiter, Florida 33477, and the telephone number is (561)
249-1354.

For complete bankruptcy proceedings and filings see the
www.ecec.us web site and click on
"Bankruptcy News Information" towards the top of the web page.

The Company does not have any off-balance sheet arrangements.

EMPLOYEES: The Company does not have any employees.



|ITEM 1A. | RISK FACTORS
|-------- | ------------

RISK FACTORS. The Company's business is subject to numerous risk factors, including the following:

NO OPERATING REVENUES. The Company has had no recent revenues or earnings from operations. The Company will sustain operating expenses without corresponding revenues. This will result in the Company incurring net operating losses until it can realize profits from the business ventures it intends to acquire.

SPECULATIVE NATURE OF THE COMPANY'S PROPOSED OPERATIONS. The success of the Company's proposed plan of operation will depend primarily on the success of the Company's business operations. While the Company intends to try to run these operations profitably there can be no assurance that the Company will be successful or profitable.

SUCCESS OF OPERATIONS WILL DEPEND ON THE AVAILABILITY OF CAPITAL. Realization of the business' perceived potential will require significant capital. If the Company is not able to raise the funds to provide this capital, or to otherwise locate the required capital for the business, the company may never attain profitability.

LIMITED TIME COMMITMENT OF MANAGEMENT. While developing the Company's business plan, seeking business opportunities, and providing managerial resources, management will not be devoting its full time and efforts to the Company and will depend on other operational personnel. The Company's directors and officers have not entered into written employment agreements with the Company and they are not expected to do so in the foreseeable future. The Company has not obtained key man life insurance on its officers and directors. Notwithstanding the limited time commitment of management, loss of the services of these individuals would adversely affect development of the Company's business and its likelihood of continuing operations.

CONFLICTS OF INTEREST - GENERAL. Certain conflicts of interest may exist from time to time between the Company and its officers and directors. They have other business interests to which they devote their attention, and they will continue to do so. As a result, conflicts of interest may arise that can be resolved only through exercise of such judgment as is consistent with the fiduciary duties of management to the Company.

NO PUBLIC MARKET CURRENTLY EXISTS. There is currently no public market for the Company's common stock. There can be no assurance that a market will in fact develop at any time, or that a shareholder ever will be able to liquidate his investment without considerable delay. If a market should develop, the price may be highly volatile. Factors such as those discussed in this "Risk Factors" section may have a significant impact upon the market price of the Company's stock.



13



---

##### Table of Contents



|ITEM 1B. | UNRESOLVED STAFF COMMENTS
|-------- | -------------------------

None.



|ITEM 2. | PROPERTIES
|------- | ----------

The Company does not own any real property. As of May 31, 2012, the Company was located at
1150 S. US Highway 1, Suite 302, Jupiter, Florida 33477.  As of May 31, 2008 the company was located at 1016 Clemmons St, Suite 302, Jupiter Florida, consisting of approximately 1,277 square feet of office space which was provided by a related party on a month to month basis.

|ITEM 3. | LEGAL PROCEEDINGS
|------- | -----------------

None



|ITEM 4. | REMOVED AND RESERVED
|------- | --------------------



PART II



|ITEM 5. | MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|------- | ------------------------------------------------------------------------------------------------------------

Market for Common Stock: There is currently no trading market for the Company's Common Stock and there can be no assurance that any trading market will ever develop or, if such a market does develop, that it will continue.

Security Holders: The Company has approximately 5,000 shareholders. The Company does not have any shares subject to options, or any other securities convertible into shares of the Company's common stock.

Dividends: There have been no cash dividends declared or paid since the Company was formed, and no dividends are contemplated to be paid in the foreseeable future.

14



---

##### Table of Contents

|ITEM 6. | SELECTED FINANCIAL DATA
|------- | -----------------------

None

|ITEM 7. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

RESULTS OF OPERATIONS:

Revenue for the year ended May 31, 2011 and 2010 was $0.

Administrative expenses totaling
$20,202 for the year ended May 31, 2011 and $20,740 for the year ended May 31,
2010.  These expenses are the result of the company focusing its efforts towards
keeping the Company current with rent, transfer work, and other administrative
costs.  Audit fees for the years ending May 31, 2011 and 2010 will be
incurred during the calendar year ending December 31, 2012 as new
registered auditors are retained.

The operations for the year ended
May 31, 2011 resulted in a net loss of $20,202, the operations for the year
ended May 31, 2010
resulted in a net loss of $20,740.

LIQUIDITY AND CAPITAL RESOURCES



Year Ended May31,2011
		
		
		Year Ended May31,2010
		
		
		Period from March 28 2008
		(Date of
		Bankruptcy Effectiveness) Through May 31 2011Net cash
		(used in) provided by operating activities
		$
		0
		$
		0
		$
		(7
		)Cash flows
		frominvesting activities
		
		0
		
		
		
		0
		
		
		
		0Cash flows from financing activities
		
		0
		
		
		
		0
		
		
		
		0Net increase (decrease) in cash
		
		0
		
		
		
		0
		
		
		
		(7
		)Cash at end of
		period
		
		0
		
		
		
		0
		
		
		
		0




|ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|-------- | ----------------------------------------------------------

We have not entered into any financial derivative instruments that expose us to material market risk, including any instruments designed to hedge the impact of foreign currency exposures. We may, however, hedge such exposure to foreign currency exchange rate fluctuations in the future.

15



---

##### Table of Contents



|ITEM 8. | FINANCIAL STATEMENTS
|------- | --------------------

The page numbers for the financial statement categories are as follows:

INDEX - PART F/S
		PAGENUMBERReport of Independent Registered Public Accounting Firm
			
		F-2Balance Sheets May
		31, 2011 and 2010
		F-3Statements of
		Operations for the Years Ended May 31, 2011 and 2010 and for the Period
		from March 28, 2008 (date of bankruptcy effectiveness) through May 31,
		2011
		F-4Statement of Changes
		in Stockholders' Deficit for the Period fromMarch 28, 2008 (date of bankruptcy effectiveness)through May
		31, 2011
		F-5Statements of Cash
		Flows for the Years Ended May 31, 2011 and 2010, and for the Period from
		March 28, 2008 (date of bankruptcy effectiveness) through May 31, 2011
			
		F-6Notes to Financial Statements
			
		F-7






F-1



---

##### Table of Contents





REPORT OFINDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PYBUS
& COMPANY,
P.A.

CERTIFIED PUBLIC
ACCOUNTANTS

|AMERICANINSTITUTEOFCERTIFIEDPUBLICACCOUNTANTS
		FLORIDAINSTITUTEOFCERTIFIEDPUBLICACCOUNTANTS |  | 319  CLEMATISST., SUITE801
		WESTPALMBEACH, FLORIDA33401
PHONE:
561.282.1870
		FAX: 561.282.1871
		WWW.PYBUSCPA.COM
|-------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------





To the Board of
Directors and Stockholders of

SEI Holdings,
Inc.

(A Development
Stage Company)

Jupiter, Florida

We have audited the accompanying balance sheet
of SEI Holdings, Inc. (A Development Stage Company), as of May 31, 2011 and
2010, and the related statements of operations, changes in stockholders' deficit and cash flows for the
years ended May 31, 2011 and 2010 and for the period from March 28, 2008 (date
of bankruptcy effectiveness) through May 31, 2011.  These financial statements are the
responsibility of the company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with
standards established by the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements
referred to above present fairly, in all material respects, the financial
position of SEI Holdings, Inc. (A Development Stage Company), as of May 31, 2011
and 2010 and the results of its operations and cash flows for the years
ended May 31, 2011 and 2010 and for the period from March 28, 2008 (date of
bankruptcy effectiveness) through May 31, 2011, in conformity with accounting principles generally accepted
in the United States of America.

The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern.  As
discussed in Note G the Company has incurred significant losses.  The
Company's viability is dependent upon its ability to obtain future financing and
the success of its future operations.  These factors raise substantial
doubt as to the Company's ability to continue as a going concern.  The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.





/s/ Pybus & Company,
P.A.

Pybus & Company, P.A.

Certified Public
Accountants



West Palm Beach, Florida

September
14, 2012







F-2

---

##### Table of Contents

SEI HOLDINGS, INC.

(A Development
Stage Company)

BALANCE SHEETS



|                                                                                                                                      |      | May 31,
|------------------------------------------------------------------------------------------------------------------------------------- | ---- | -------
|                                                                                                                                      | 2011 |        
|Assets                                                                                                                                |      |        
|Current Assets                                                                                                                        |      |        
|Cash and cash equivalents                                                                                                             |      | $      
|Prepaid assets                                                                                                                        |      |        
|                                                                                                                                      |      |        
|Total
		current assets                                                                                                                |      |        
|                                                                                                                                      |      |        
|                                                                                                                                      |      |        
|Goodwill                                                                                                                              |      |        
|                                                                                                                                      |      |        
|Total
		assets                                                                                                                        |      | $      
|                                                                                                                                      |      |        
|                                                                                                                                      |      |        
|Liabilities and Stockholders'
		Deficit                                                                                               |      |        
|Current Liabilities                                                                                                                   |      |        
|Accounts
		payable                                                                                                                    |      | $      
|Loans payable - related parties                                                                                                       |      |        
|                                                                                                                                      |      |        
|Total current liabilities                                                                                                             |      |        
|                                                                                                                                      |      |        
|Total
		liabilities                                                                                                                   |      |        
|                                                                                                                                      |      |        
|Commitments
		and Contingencies                                                                                                       |      |        
|Stockholders'
		Deficit:                                                                                                              |      |        
|Common stock, $.01 par value; 300,000,000 shares authorized; 41,069,340
		and
		39,049,340shares issued and outstanding, respectively |      |        
|Paid-in-capital                                                                                                                       |      |        
|Par value in excess of reorganization value                                                                                           |      |        
|Deficit accumulated during the development stage                                                                                      |      |        
|                                                                                                                                      |      |        
|Total stockholders' deficit                                                                                                           |      |        
|                                                                                                                                      |      |        
|Total liabilities and stockholders' deficit                                                                                           |      | $      
|                                                                                                                                      |      |        

The accompanying notes are an integral part of these financial statements.



F-3



---

##### Table of Contents

SEI HOLDINGS, INC.

(A Development Stage Company)

STATEMENTS OF OPERATIONS

|                                     |                    |            |   |  |      |            |   |  |   | Period from March 28, 2008 (Date of Bankruptcy Effectiveness) Through
		May 31, 2011
|------------------------------------ | ------------------ | ---------- | - |  | ---- | ---------- | - |  | - | ------------------------------------------------------------------------------------
|                                     | Year Ended May 31,
|                                     |                    | 2011       |   |  | 2010 |            |  
|Net Sales                            | $                  | 0          |   |  | $    | 0          |   |  | $ | 0                                                                                   
|Cost of Sales                        |                    | 0          |   |  |      | 0          |   |  |   | 0                                                                                   
|                                     |                    |            |   |  |      |            |   |  |   |                                                                                     
|Gross profit                         |                    | 0          |   |  |      | 0          |   |  |   | 0                                                                                   
|                                     |                    |            |   |  |      |            |   |  |   |                                                                                     
|Operating expenses:                  |                    |            |   |  |      |            |   |  |   |                                                                                     
|General & administrative
	(1)        |                    | 20,202     |   |  |      | 20,740     |   |  |   | 71,982                                                                              
|                                     |                    |            |   |  |      |            |   |  |   |                                                                                     
|                                     |                    |            |   |  |      |            |   |  |   |                                                                                     
|Total operating expenses             |                    | 20,202     |   |  |      | 20,740     |   |  |   | 71,982                                                                              
|                                     |                    |            |   |  |      |            |   |  |   |                                                                                     
|Loss from operations                 |                    | (20,202    | ) |  |      | (20,740    | ) |  |   | (71,982                                                                             
|                                     |                    |            |   |  |      |            |   |  |   |                                                                                     
|                                     |                    |            |   |  |      |            |   |  |   |                                                                                     
|Other Expense                        |                    |            |   |  |      |            |   |  |   |                                                                                     
|Loss on impairment                   |                    | 0          |   |  |      | 0          |   |  |   | (124                                                                                
|                                     |                    |            |   |  |      |            |   |  |   |                                                                                     
|Net Other Expense                    |                    | 0          |   |  |      | 0          |   |  |   | (124                                                                                
|                                     |                    |            |   |  |      |            |   |  |   |                                                                                     
|                                     |                    |            |   |  |      |            |   |  |   |                                                                                     
|Net loss                             | $                  | (20,202    | ) |  | $    | (20,740    | ) |  | $ | (72,106                                                                             
|                                     |                    |            |   |  |      |            |   |  |   |                                                                                     
|                                     |                    |            |   |  |      |            |   |  |   |                                                                                     
|Basic and Diluted                    |                    |            |   |  |      |            |   |  |   |                                                                                     
|Net loss per common share            | $                  | (.001      | ) |  | $    | (.001      | ) |  | $ | (.001                                                                               
|                                     |                    |            |   |  |      |            |   |  |   |                                                                                     
|                                     |                    |            |   |  |      |            |   |  |   |                                                                                     
|Weighted-average shares outstanding: |                    | 39,054,874 |   |  |      | 37,791,682 |   |  |   | 37,226,487                                                                          
|                                     |                    |            |   |  |      |            |   |  |   |                                                                                     



(1) Includes stock based compensation of $20,200 for the
year ended May 31, 2011, $20,200 for the year ended May 31, 2010 and $70,743 for the period from March 28,
2008 (date of bankruptcy effectiveness) through May 31, 2011.

The accompanying notes are an integral part of these financial statements.



F-4



---

##### Table of Contents

SEI HOLDINGS, INC.

(A Development Stage Company)

STATEMENT OF
	CHANGES IN STOCKHOLDERS'
	DEFICIT



|                                                           |  | 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 
		$.01 |                       |  |  |                                             |   |  |                                                
|Balance Mar. 28, 2008
		(date of bankruptcy effectiveness) |  | 33,995,034       |  |  | $                    | 339,950               |  |  | $                                           | 0 |  |                                                 | $ | (339,950 | )                                      
|Issuance of common stock for
		services                    |  | 1,014,306        |  |  |                      | 10,143                |  |  |                                             | 0 |  |                                                 |   | 0        |                                        
|Net loss March
		28, 2008 through May 31, 2008             |  | 0                |  |  |                      | 0                     |  |  |                                             | 0 |  |                                                 |   | 0        |                                        
|                                                           |  |                  |  |  |                      |                       |  |  |                                             |   |  |                                                 |   |          |                                        
|Balance May 31, 2008                                       |  | 35,009,340       |  |  |                      | 350,093               |  |  |                                             | 0 |  |                                                 |   | (339,950 | )                                      
|Issuance of common stock for
		services                    |  | 2,020,000        |  |  |                      | 20,200                |  |  |                                             | 0 |  |                                                 |   | 0        |                                        
|Net loss year ended May 31, 2009                           |  | 0                |  |  |                      | 0                     |  |  |                                             | 0 |  |                                                 |   | 0        |                                        
|                                                           |  |                  |  |  |                      |                       |  |  |                                             |   |  |                                                 |   |          |                                        
|Balance May 31, 2009                                       |  | 37,029,340       |  |  |                      | 370,293               |  |  |                                             | 0 |  |                                                 |   | (339,950 | )                                      
|Issuance of common stock for
		services                    |  | 2,020,000        |  |  |                      | 20,200                |  |  |                                             | 0 |  |                                                 |   | 0        |                                        
|Net loss year ended May 31, 2010                           |  | 0                |  |  |                      | 0                     |  |  |                                             | 0 |  |                                                 |   | 0        |                                        
|                                                           |  |                  |  |  |                      |                       |  |  |                                             |   |  |                                                 |   |          |                                        
|Balance May 31, 2010                                       |  | 39,049,340       |  |  |                      | 390,493               |  |  |                                             | 0 |  |                                                 |   | (339,950 | )                                      
|Issuance of common stock for
		services                    |  | 2,020,000        |  |  |                      | 20,200                |  |  |                                             | 0 |  |                                                 |   | 0        |                                        
|Net loss year ended May 31, 2011                           |  | 0                |  |  |                      | 0                     |  |  |                                             | 0 |  |                                                 |   | 0        |                                        
|                                                           |  |                  |  |  |                      |                       |  |  |                                             |   |  |                                                 |   |          |                                        
|Balance May 31, 2011                                       |  | 41,069,340       |  |  | $                    | 410,693               |  |  | $                                           | 0 |  |                                                 | $ | (339,950 | )                                      
|                                                           |  |                  |  |  |                      |                       |  |  |                                             |   |  |                                                 |   |          |                                        







The accompanying notes are an integral part of these financial statements.



F-5



---

##### Table of Contents

SEI HOLDINGS, INC.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS



|                                                                            |  |  |                   |         |   |  |      |   |         | Period from March 28 2008
		(Date of Bankruptcy Effectiveness) Through May 31, 2011 | 
|--------------------------------------------------------------------------- |  |  | ----------------- | ------- | - |  | ---- | - | ------- | ----------------------------------------------------------------------------------- | 
|                                                                            |  |  | YearEnded May 31, |         |   | 
|                                                                            |  |  | 2011              |         |   |  | 2010 |   |         |                                                                                    
|Cash
		flows from operating activities:                                     |  |  |                   |         |   |  |      |   |         |                                                                                     | 
|Net loss                                                                    |  |  | $                 | (20,202 | ) |  |      | $ | (20,740 | )                                                                                   | 
|Adjustments to reconcile net loss to net cash used in operating activities: |  |  |                   |         |   |  |      |   |         |                                                                                     | 
|Depreciation                                                                |  |  |                   | 0       |   |  |      |   | 0       |                                                                                     | 
|Stock-based compensation                                                    |  |  |                   | 20,200  |   |  |      |   | 20,200  |                                                                                     | 
|Loss on impairment of
			goodwill                                           |  |  |                   | 0       |   |  |      |   | 0       |                                                                                     | 
|Changes in operating assets and liabilities                                 |  |  |                   |         |   |  |      |   |         |                                                                                     | 
|Decrease in
		prepaid assets                                                |  |  |                   | 0       |   |  |      |   | 0       |                                                                                     | 
|Increase in accounts payable and accrued expenses                           |  |  |                   | 0       |   |  |      |   | 450     |                                                                                     | 
|                                                                            |  |  |                   |         |   |  |      |   |         |                                                                                     | 
|Net cash
		used in operating activities                                     |  |  |                   | (2      | ) |  |      |   | (90     | )                                                                                   | 
|                                                                            |  |  |                   |         |   |  |      |   |         |                                                                                     | 
|Investing Activities                                                        |  |  |                   |         |   |  |      |   |         |                                                                                     | 
|Purchase of property and
		equipment                                        |  |  |                   | 0       |   |  |      |   | 0       |                                                                                     | 
|                                                                            |  |  |                   |         |   |  |      |   |         |                                                                                     | 
|Net cash used in
		investing activities                                     |  |  |                   | 0       |   |  |      |   | 0       |                                                                                     | 
|                                                                            |  |  |                   |         |   |  |      |   |         |                                                                                     | 
|Cash Flows From Financing Activities                                        |  |  |                   |         |   |  |      |   |         |                                                                                     | 
|Stockholder
		loan                                                          |  |  |                   | 2       |   |  |      |   | 90      |                                                                                     | 
|                                                                            |  |  |                   |         |   |  |      |   |         |                                                                                     | 
|Net cash provided by
		financing activities                                 |  |  |                   | 90      |   |  |      |   | 90      |                                                                                     | 
|                                                                            |  |  |                   |         |   |  |      |   |         |                                                                                     | 
|Non Cash Transactions                                                       |  |  |                   |         |   |  |      |   |         |                                                                                     | 
|Reorganization                                                              |  |  |                   | 0       |   |  |      |   | 0       |                                                                                     | 
|                                                                            |  |  |                   |         |   |  |      |   |         |                                                                                     | 
|Net
		decrease in cash                                                      |  |  |                   | 0       |   |  |      |   | 0       |                                                                                     | 
|                                                                            |  |  |                   |         |   |  |      |   |         |                                                                                     | 
|Cash at beginning of
		period                                               |  |  |                   | 0       |   |  |      |   | 0       |                                                                                     | 
|                                                                            |  |  |                   |         |   |  |      |   |         |                                                                                     | 
|                                                                            |  |  |                   |         |   |  |      |   |         |                                                                                     | 
|Cash at end of
		period                                                     |  |  | $                 | 0       |   |  |      | $ | 0       |                                                                                     | 
|                                                                            |  |  |                   |         |   |  |      |   |         |                                                                                     | 
|                                                                            |  |  |                   |         |   |  |      |   |         |                                                                                     | 
|                                                                            |  |  |                   |         |   |  |      |   |         |                                                                                     | 
|Supplemental Disclosure
		of Cash Flow Information:                         |  |  |                   |         |   |  |      |   |         |                                                                                     | 
|Interest paid                                                               |  |  | $                 | 0       |   |  |      | $ | 0       |                                                                                     | 
|                                                                            |  |  |                   |         |   |  |      |   |         |                                                                                     | 
|                                                                            |  |  |                   |         |   |  |      |   |         |                                                                                     | 
|Income taxes paid                                                           |  |  | $                 | 0       |   |  |      | $ | 0       |                                                                                     | 
|                                                                            |  |  |                   |         |   |  |      |   |         |                                                                                     | 



The accompanying notes are an integral part of these financial statements.



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##### Table of Contents

SEI HOLDINGS, INC.

(A Development Stage Company)

NOTES TO 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.

F-7



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##### 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 May 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 Codification TM ("Codification") as the source of authoritative U.S.
GAAP for nongovernmental entities. The Codification does not change U.S. GAAP.
Instead, it takes the thousands of individual pronouncements that currently
comprise U.S. GAAP and reorganizes them into approximately 90 accounting Topics,
and displays all Topics using a consistent structure. Contents in each Topic are
further organized first by Subtopic, then Section and finally Paragraph. The
Paragraph level is the only level that contains substantive content. Citing
particular content in the Codification involves specifying the unique numeric
path to the content through the Topic, Subtopic, Section and Paragraph
structure. FASB suggests that all citations begin with "FASB ASC," where ASC
stands for Accounting Standards Codification. Changes to the ASC subsequent to
June 30, 2009 are referred to as Accounting Standards Updates ("ASU").

F-8



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##### Table of Contents

RECENTLY ISSUED
ACCOUNTINGSTANDARDS
- (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

ThePlan 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").

Allconditions 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 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 and are not comparable with the financial
statements for periods on or after March 28, 2008.  References to "New
SEI" 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" refer to the
Company prior to and including March 28, 2008.

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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 May 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 May 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
for the year ended May 31, 2011 was $20,200 for the year ended May 31, 2010 was $20,200 and for the  period from March 28, 2008 (date of bankruptcy effectiveness) through
May 31, 2011  was $50,543.

These expenses were paid with the issuance of
2,020,000 shares of commons stock for each of the years ended May 31, 2011 and
2010, and
7,074,306 shares for the period from March 28, 2008 (date of bankruptcy
effectiveness) through May 31, 2011.  Because there is no market for the Company's common stock and the Company has no assets, shares were issued at the shares par value of $.01 per share, which approximated the value of services received.

The Company has received cash advances from Richard
Turner, CFO of the Company, in varying amounts and at various times subsequent
to May 31, 2011. These related party loans were non-interest bearing, non-collateralized and due on
demand. As of May 31, 2011 the balance owed Mr. Turner was $363.

Note
G. Going Concern

As reflected in the accompanying financial statements, the
Company had a net operating loss for the year ended May 31, 2011 of $20,202. The total accumulated
deficit as of May 31, 2011 was $72,106. 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.


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##### Table of Contents



|ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|------- | ------------------------------------------------------------------------------------

During the last two fiscal years, the Company has not had any disagreements with its accountants. On
December 21, 2010, the Company appointed Lake & Associates CPA's, LLC. as its independent auditor.
On September 19, 2011 the
Company was notified by Lake and Associates
CPA's, LLC of their resignation as the Company's independent registered
public accounting firm.
On September 22, 2011, the audit
committee authorized the appointment of the
firm Alan R. Swift, CPA, P.A. ("Swift") to serve as the Registrant's independent
auditor.During the term in which Swift served as the Company's registered public
accounting firm, Swift didn't perform any services for the Company. In addition,
Swift didn't authorize the issuance of any audit reports or interim reviews.
On August 15, 2012 the Company dismissed
Swift as the Company's independent registered public accounting firm.


On
August 15, 2012, the audit committee authorized the appointment of the firm Pybus & Company, P.A.
to serve as the Registrant's independent auditor.

|ITEM 9A(T). | 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 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 Exchange Act) as of May
	31, 2011, pursuant to Rule 13a-15(b) under the Exchange Act.  Based upon
	that evaluation, our Certifying Officer concluded that, as of May 31, 2011,
	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
	U.S. generally accepted accounting principles.  There has been no change in
	our internal control over financial reporting during the year ended May 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 May 31, 2011.




|ITEM 9B. | OTHER INFORMATION
|-------- | -----------------

None.

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PART III



|ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|-------- | ------------------------------------------------------

The following individuals are our executive officers and the members of our board of directors. Each director is elected at our annual meeting of shareholders and holds office until the next annual meeting of shareholders, or until his or her successor is elected and qualified. Our by-laws permit the board of directors to fill any vacancy and such director may serve until the next annual meeting of stockholders or until his or her successor is elected and qualified. The board of directors elects officers annually and their terms of office are at the discretion of the board.

|                   |  |     |  |                                             |  | 
|------------------ |  | --- |  | ------------------------------------------- |  | 
|Name               |  | Age |  | Positions Held                             
|Barney A. Richmond |  | 60  |  | Chairman / President / Secretary / Director
|Richard C. Turner  |  | 52  |  | Treasurer / Director                       

Barney A. Richmond has been President and a Director of the Company since February 2005. From 1985 to the present, Mr. Richmond has been an independent advisor and investor in assisting companies, as well as individuals, regarding public offerings, mergers, reverse mergers and a variety of corporate financing issues. Mr. Richmond has also been an investor in numerous reorganizations and business turnarounds, including many substantial bankruptcy reorganizations. Mr. Richmond has been a member of the Boards of Directors of the Richmond Company, Inc., Benny Richmond, Inc., 877 Management Corporation, King Technologies, Inc., King Radio Corporation, United States Financial Group, Inc., JSV Acquisition Corporation, Chase Capital, Inc., Berkshire International, Inc. and Dunhall Pharmaceuticals, Inc.

Richard C. Turner has been Treasurer and Director of the Company since February 2005. From September 1990, until May 2001, Mr. Turner was employed as an accountant by Glenn G. Schanel, CPA, where he was responsible for corporate and individual tax returns, business write-up services, and business consulting services, including computer and database management. Prior to 1990, Mr. Turner was Vice President of Finance at First American Bank, Lake Worth, Florida, reporting, budgeting and cost accounting.

Our Board of Directors has determined that we have at least one financial expert, Richard C. Turner, serving on our audit committee. Since Mr. Turner is an officer of the Company, as well as a director, he is not considered independent.

A Code of Ethics that applies to our chief executive and senior financial officers, as well as a Code of Business Conduct and Ethics that applies to all employees, have been drafted and presented to our Board of Directors for review. Both Codes will be considered for adoption by the Board of Directors at its next meeting.

|ITEM 11. | EXECUTIVE COMPENSATION
|-------- | ----------------------

No other executive officer currently receives compensation from the Company.

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##### Table of Contents

|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|-------- | ----------------------------------------------------------------------------------------------

As of the date of this filing, there are a total of41,574,340 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.. The table below shows the number of shares of
membership units held by (a) each director and executive officer of the Company, (b) the directors and executive officers of the Company as a group, and (c) each person known by us to be the beneficial owner of more than 5% of the Company's outstanding stock.

|Name and Address                              |  | Number of
	Membership Units Owned |  | % of
	Membership Units Outstanding
|--------------------------------------------- |  | --------------------------------- |  | ----------------------------------
|Barney A. Richmond, Director & President (1)  |  | 4,889,341                         |  | 11.8%                             
|Jupiter, FL                                   |  |                                   |  |                                   
|                                              |  |                                   |  |                                   
|Richard C. Turner, Director, Treasurer (2)    |  | 388,931                           |  | 0.9%                              
|Jupiter, FL                                   |  |                                   |  |                                   
|                                              |  |                                   |  |                                   
|United States Financial Group, Inc.           |  | 5,656,079                         |  | 13.6%                             
|Jupiter, FL                                   |  |                                   |  |                                   
|                                              |  |                                   |  |                                   
|American Capital Holdings, Inc.               |  | 18,997,803                        |  | 45.7%                             
|Jupiter, FL                                   |  |                                   |  |                                   
|                                              |  | ---------------                   |  | ------------                      
|All Directors & Executive Officers as a group |  | 5,278,272                         |  | 12.7%                             
|(2 persons)                                   |  |                                   |  |                                   

(1) Includes a stock dividend of 4,889,341 shares distributed on August 11, 2006 by American Capital Holdings based on Mr. Richmond being a Shareholder of Record on May 31, 2005, August 31, 2005, November 30, 2005 and February 28, 2006.

(2) Includes a stock dividend of 141,737 shares distributed on August 11, 2006 by American Capital Holdings based on Mr. Turner being a Shareholder of Record on May 31, 2005, August 31, 2005, November 30, 2005 and February 28, 2006.

|ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|-------- | -------------------------------------------------------------------------

There have been no transactions, and there are no proposed transactions, between the Company and any of its Directors, executive officers or beneficial owners of five percent or more of the Company's Common Stock, or any member of their immediate families, as to which the Director, officer, beneficial owner, or family member had a material interest.



|ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES
|-------- | --------------------------------------

Audit Fees.
The aggregate fees billed to the Company for professional services rendered for
the audit of the Company's annual financial statements, review of the Company's
quarterly financial statements, and other services normally provided in
connection with statutory and regulatory filings or engagements was $0 for the
years ended May 31, 2011 and 2010 and $0 for the period from March 28, 2008
(date of bankruptcy effectiveness) through May 31, 2011.  Audit fees for
the year ending May 31, 2008 and 2009 will be incurred during the calendar year
ending December 31, 2012 as new registered auditors
were retained.

Other Fees. Other fees billed to the Company by accountants for consultation services, research and client assistance totaled
$0 for the years ended May 31, 2011 and 2010 and $0 for the period from March 28, 2008 (date of bankruptcy effectiveness)
through May 31, 2011.

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##### Table of Contents

PART IV



|ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|-------- | ------------------------------------------



EXHIBIT INDEX



|         |  |                                                                                                                                                          
|-------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|ITEM NO. |  | DESCRIPTION OF EXHIBIT                                                                                                                                   
|3.1      |  | Articles of Incorporation of the Company filed
December 8, 2003 (incorporated by reference to the Company's Form 10SB)                                   
|3.2      |  | Bylaws of the Company (incorporated by reference to the Company's Form 10SB)                                                                             
|3.3      |  | Certificate of
	Conversion into a Florida Limited Liability Limited Partnership(1)                                                                       
|31.1     |  | Certification required under Section 302 of the Sarbanes-Oxley Act of 2002 by the CEO                                                                    
|31.2     |  | Certification required under Section 302 of the Sarbanes-Oxley Act of 2002 by the CFO                                                                    
|32       |  | Section 1350 Certification                                                                                                                               
|99.1     |  | July 18, 2005 letter from the Securities and Exchange Commission asking USAS
Digital to provide legal analysis for their "spin-off" share issuance. 
(2) 
|99.2     |  | August 15, 2005 legal analysis from Barney A. Richmond Filed in response to the SEC July 18, 2005 letter. 
	(2)                                          
|99.3     |  | Transcript of March 20, 2006 Confirmation Hearing of debtor eCom eCom.com, Inc.  
	(2)                                                                   
|99.4     |  | Order dated March 21, 2006 approving employment of Debtor's Auditors to November 29, 2004. 
	(2)                                                         
|99.5     |  | Disclosure Statement was filed by the Debtor, eCom eCom.com, Inc. and Joint Plan Proponent American Capital Holdings, Inc. dated August 25, 2006. 
	(2)  
|99.6     |  | Order dated December 28, 2006 approving Disclosure Statement, setting a hearing date on plan confirmation and setting hearings on fee applications. 
	(2)
|99.7     |  | First Amended Joint Plan of Reorganization filed on January 3, 2007 by American Capital Holdings and eCom.  
	(2)                                        
|99.8     |  | Transcript of March 12, 2007 Confirmation Hearing of debtor eCom eCom.com, Inc.  
	(2)                                                                   
|99.9     |  | Order dated March 23, 2007 confirming the First Amended Joint Plan of Reorganization of Debtor and American Capital Holdings Inc.  
	(2)                 
|99.10    |  | PCAOB Release No. 104-2005-117, dated October 27, 2005. 
	(2)                                                                                            
|99.11    |  | Correspondence from American Capital Holdings, Inc. addressed to Mr. Mark W. Olsen, Chairman and Ms. Angela Desmond, Chief of Staff of the PCAOB.  
	(2) 
|99.12    |  | Letter dated February 15, 2008 from Claudius Modesti, the PCAOB's Director of Enforcement and Investigations.  
	(2)                                     
|99.13    |  | Letter dated February 15, 2008 by Jay Gordon Seymour, General Counsel for the PCAOB to Mr. Barney A. Richmond  
	(2)                                     
|99.14    |  | March 28, 2008 Order For Final Decree of the eCom bankruptcy case (including the above describe subsidiaries). 
	(2)                                     
|99.15    |  | PCAOB Release No. 105-2008-001 dated April 22, 2008  
	(2)                                                                                               
|99.16    |  | Letter from ACH and the spin-off companies to Thomas B. Andres, CPA, Wieseneck & Andres, P.A. dated October 5, 2009.
	(2)                                
|99.17    |  | Mr. Turner's October 14, 2009 confirmation letter to Thomas Andres
	(2)                                                                                  

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

(2) Incorporated by reference to Form 10-K for the
year ended May 31, 2008. (SEC accession number 0001321508-12-000002)

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##### Table of Contents



Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in Jupiter, Florida, on
September 14, 2012.



SEI HOLDINGS, INC.(Registrant)By/s/    RICHARD C. TURNERRichard C. TurnerCHIEF FINANCIAL OFFICER AND TREASURER[PRINCIPAL FINANCIAL OFFICER AND PRINCIPAL ACCOUNTING OFFICER]


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



|                                           |  |                                                                                                                |  |                    
|------------------------------------------ |  | -------------------------------------------------------------------------------------------------------------- |  | -------------------
|Signature                                  |  | Title(s)                                                                                                       |  | Date               
|                                           |  |                                                                                                               
|/s/    BARNEYA.RICHMOND Barney A. Richmond |  | President, Chief Executive Officer and Director (principal executive officer)                                  |  | September
	14, 2012
|                                           |  |                                                                                                               
|/S/    RICHARD C. TURNER Richard C. Turner |  | Treasurer, Chief Financial Officer and Director (principal financial officer and principal accounting officer) |  | September
	14, 2012
|                                           |  |                                                                                                               



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