01 There are no reportable disclosures relating to the acquisition or disposition of a significant amount of this Registrant's assets or those of an affiliate.
Item 2.05 There are no reportable disclosures relating to costs associated with exit or disposal activities of long live assets.
Item 2.06 There are no reportable disclosures relating to material impairments in goodwill or any other acquired business segment.
Item 8.01 There are no reportable disclosures concerning information not otherwise called for by this form.
(a) Identification of Directors. As is required by Title 17 Item 229.401 listed immediately below are the names and ages of all directors of the registrant and all persons nominated or chosen to become directors. including positions and offices held and term in office
Presently the Board of Directors posts are vacant. As was put forth in this Registrant's June 23, 2008 and July 22, 2008 Form 10 12b filings, prospective Board of Director members' recruitment and retention will depend on:
Diversified Roundtable Initiative - In order to maximize fluidity of this Company's equity issue, Spence-Lingo is seeking, both domestically and in the international community, Board of Directors members who are professionals in the following industries:
Candidates for Board of Director membership and prospective shareholders should have a measurable understanding of State of Georgia code O.C.G.A. Title 14 concerning shareholder rights, voting rights of common stock and stipulations which govern stock ownership for corporations having their situs in the State of Georgia, United States of America.
(b) Identification of executive officers . As is required by Title 17 Item 229.401, listed immediately below are the names and ages of all executive officers of the registrant and all persons nominated or chosen to become executive officers.
Mr. Spence is founder of Spence-Lingo Company, Ltd and affiliate and control entity FreedomTree Financial Mutual Funds and Asset Management, LLC. He has maintained employment with the Firm since August of 2006 when operations were conducted as a sole proprietorship. Mr. Spence earned a Bachelor of Arts degree from Georgia State University (2005) and is pursing a Master of Business Administration (2011). Financial industry licensure include:
MET & EXCEEDED first quarter sales quota of 7500 GDC, writing $30,000 GDC/placing $28,000, earning $1,600 weekly
PROSPECTED daily via cold calling, servicing existing accounts, attending various luncheons, etc
FINANCED 100 percent of various business expenses related to travel, E&O insurance, business cards, stationary, etc
PITCHED 150-200 prospective customers daily by method of cold calling and scheduled and confirmed appointments
Shonna Lingo is completing a Bachelor's degree in Business from Troy University, Alabama. (2011). For the previous 14 years she has maintained employment in allied health industries, starting at a regional hospital in South Georgia. Her duties here at the Firm include supervision of the data collection processors that image agent applications, entering all relevant information into the Company's customer relationship management software systems before initiating customer invoices. Ms. S. Lingo maintains con concurrent employment with this Firm along with her duties in the health professions.
Delephine Lingo assisted Lingo Exterminators with marketing of their line of pest extermination chemicals and services. Lingo Exterminators has operated for more than 35 years and is privately owned by the Lingo family. Duties include client contact entry and records recollections, postal mail retrieval functions and clerical support. Ms. D. Lingo is responsible for similar duties here at Spence-Lingo.
(2) Directorships. There are no other reportable disclosures relating to any director or executive of Spence-Lingo holding any other position with this Company having a class of securities registered pursuant to section 12 of the Exchange Act or subject to the requirements of Section 15(D) of such Act or this Company registered as an investment company under the Investment Company Act of 1940.
There are no reportable disclosures arising from events occurring in the last five years regarding this Registrant and
(4) its principal executives and/or related persons being the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated brought forth by a Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section.
(5) its principal executives and/or related persons found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has non been subsequently reversed, suspended, or vacated.
(6) its principal executives and/or related persons being found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.
(2) There are no reportable disclosures to be made concerning control persons of this Registrant being the subject of any legal proceedings.
229.405 (Item 405) Compliance With section 16(a) of the Exchange Act.
(a) Spence-Lingo has adopted a code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer and controller.
(b) The code of ethics polices in place at Spence-Lingo are designed to adhere to Title 17 Item 229.406(b)(1)-229.406(b)(5) which state that ethics guidelines must:
(1) Insure honest and ethical conduct which include the ethical handling of actual or apparent conflicts of interests
(2) Provide for full, fair, accurate, timely, and understandable disclosures in reports and documents that are submitted to the Commission
(4) Provide for the prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and
Diversified Roundtable Initiative (2) The following information is made regarding this Registrant's director nomination process.
(i) There are no reportable disclosures concerning a nominating committee and that committee's charter. This Registrant does not employ a nominating committees to oversee the Board of Directors
(iii) In the absence of a nominating committee, review and and recruitment processes for Board of Director candidates in place at Spence-Lingo are outlined in Items Item 10 229.401(a) and Item 10 229.407(c)(1).
(iv) There are no reportable disclosures concerning a nominating committee and that committee's recommendations for procedures to be used by security holders in submitting director candidates.
(ix) There are no reportable disclosures to be made regarding this Registrant receiving a notice of a recommended nominee from a security holder or group of security holders.
(1) There are no reportable disclosures to be made regarding an audit committee and that committee's charter.
(B) an audit committee's discussion with the independent auditors concerning matters required to by discussed by the statement on Auditing Standards No. 61.
(D) an audit committee's recommendation to the Board of Directors that the audited financial statements be included in the Company's annual report, this Form 10k.
(ii) There are no reportable disclosures to be made concerning the name of each member of the Company's audit committee. Spence-Lingo does not employ an audit committee.
(B) this Form 10K filing being made for the purposes of taking action with respect the the election of directors
(ii)(A) this registrant having a separately standing audit committee established in accordance with section 3(a)(58)(A) of the Securities Exchange Act of 1934
(i)(A) a determination by this Registrant's Board of Directors that it has:
(1) at least one audit committee financial expert serving on its audit committee
(2) or does not have an audit committee financial expert service on its audit committee.
(C) There are no reportable disclosures regarding the existence or nonexistence of an audit committee financial expert because Spence-Lingo does not currently employ Board of Directors or an audit committee ____________________________________________________________________________________
This discussion is concerning compensation awarded to Mr. Spence and Ms. S. Lingo. The compensation for both named PEO and Manager DOES NOT include stock options. All compensation is paid in cash.
Expense Allowance provide sufficient recompense for that party's particular duties for the year, including travel, lodging, wardrobe, equipment and meals and entertainment.
Due Compensation for his/her role and workload, paying s the amount indicated in the Salary column yearly and/or in arrears in consideration of the everyday leadership tasks performed by executives. Individually, compensation beyond base salary arising from sales commissions is paid as earned.
There are no reportable disclosures regarding outstanding option or other equity based awards. Compensation paid to executives do not carry modifiable provisions or waivers related to specified performance targets. Representatives' employment arrangement are governed by contract terms which do require specified performance target.
Item 229.407(e)(3) "Compensation Committee Interlocks and Insider Participation": This Registrant does not employ a compensation committee. Therefore disclosures relevant to this section are presently not available. Although the chief executive officer of Spence-Lingo determines compensation levels for other executives there are no disclosures available concerning "deliberations" or "planning phases" concerning determining executive pay.
Item 12. 229.201(Item 201) Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Item 229.201(d) This Registrant does not utilize equity compensation plans, and therefore there are no further disclosures necessary for this item.
Item 229.403(c) Changes in control . At the present time there are no pledges or outstanding arrangements by any person of this Registrant made to any party which would, upon execution of said agreement, result in a change in control of the Registrant.
(ii) The standards to be applied pursuant to the policies bulleted above:
Records are subject to internal audit procedures where 96 percent of the entries are expected to match the paper application,
Customer complaints are documented in hard copy print, and each compliant is investigated using client files, client history forms and other company files.
(2) There are no reportable disclosures concerning the transactions in excess of $120,000 and control persons occurring since the beginning of the previous fiscal year and before review, approval or ratification procedures were enacted.
(i) No disclosures are necessary regarding the hire of and compensation paid to promoters occurring any time during the past five years.
229.404(d)(1) and 229.404(d)(2) Please see preceding responses (a) and (c).There were no transactions which exceeded the lesser of $120,000 or one percent of the average of this company's total assets nor were there payments (including money property, contracts, options or rights of any kind) made to a promoter or any assets offered from a promoter and acquired by this Registrant.
SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this registration report be signed on its behalf by the undersigned, thereunto duly authorized.
(7) Correspondence from an independent accountant regarding non reliance on a previously issued audit report or completed interim review
(13) Annual report to security holders, Form 10 Q or quarterly report to security holders
(22) Published report regarding matters submitted to vote of security holders
(33) Report on assessment of compliance with servicing criteria for asset backed issuers
(34) Attestation report on assessment of compliance with servicing criteria for asset backed securities