Item 2.02 There are no reportable disclosures relating to the public announcement or release of information concerning material nonpublic information regarding the Registrant's results of operations.
Item 2.03There are no reportable disclosures relating to direct financial obligations or an obligation under an off balance sheet arrangement.
Item 6.02 There are no reportable disclosures concerning change of service or trustee concerning Asset-backed Securities.
Item 6.03 There are no reportable disclosures concerning changes in credit enhancement or other external support types, including termination of contract.
Item 6.04 There are no reportable disclosures concerning this Registrant's failure to make a required distribution to holders of asset backed securities.
Item 6.05 There are no reportable disclosures concerning this Registrant reporting of material changes in pool characteristics which differ at issue from their statements made in the prospectus.
01 Regulation FD Disclosure. In accordance to Title 17 243.100 243.103 this Registrant is reporting that there is no information which was not supplied [243.100] due to exclusionary provisions which would [243.102] indeed if not reported not violate anti fraud liability stipulations put forth in Rule 10b5 under the Securities Exchange Act or [243.103] indeed if not reported would render this non reported information has having no effect upon requirements put form in the Exchange Act regarding reporting status.
Item 9.01 There are no reportable disclosures relating to financial statements which would display information concerning businesses acquired or pro forma financial information.
Item 10. 229.401 (Item 401) Directors, Executive Officers and Corporate Governance.
Review of service history Optimally a candidates for a Board of Director positions should have five years of service history (1) with Spence-Lingo & Company or its affiliates and/or (2) five years of service in the financial services industry. Secondly all candidates for Board of Directors positions must possess a Master's degree.
Prior Sales Performance Candidates should be able to prove prior sales performance, especially current receivables figures. In regards to this attribute, the review process for new members of the Board of Directors of Spence-Lingo seeks to recruit members who have a sizable down line.
Financial Services Representative January 2006 July 2006 Metropolitan Life Insurance Company & MetLife Securities, Inc.
ARRANGED appointments and met clients in over 15 cities out the state of Georgia
ACQUIRED knowledge regarding financial products such as long term care, Disability insurance, ordinary/variable life, mutual funds, fixed/variable annuities
Intern/Agent September 2005 November 2005 New York Life Insurance Company - a 160 year old insurance company with more than $26 billion in sales in 2004
Telemarketer October 2002 - March 2004 Creative Energy of Atlanta - a unit of a corporate contractor specializing in $1000 or more roofing, siding, patio and window projects.
(1) legal proceedings under the Federal bankruptcy laws or any state insolvency law
(2) its principal executives and/or related persons undergoing criminal proceedings or convictions.
(3) its principal executives and/or related persons being the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated related to the following activities
(i) futures commission merchant, introduction broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, investment advisor, underwriter, broker or dealer in securities, director or employee of any investment company, banks, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity. This list is not all inclusive, see Title 17 229.401
(1) This Registrant is subject to the reporting requirements of section 13(a) of the Securities and Exchange Act of 1934, and there are no reportable disclosures to be made concerning promoters and control persons and their involvement in legal proceedings, either criminal or otherwise.
(a) As is required by this item, Title 17 229.405 (a) this Registrant received notification via form Form 3 that 10 percent or more of its stock was beneficially owned by the parties below. The parties named below ARE NOT directors or officers of this Registrant, and the disclosure made below does not fit within Section 16(a) of the Securities Exchange Act of 1934 because the purchase of the stock in question was made in a dealer issuer transaction, which under Section 16(d) of the Securities Exchange Act of 1934, is exempt from Form 3, Form 4 and Form 5 registration requirements because the beneficially owned stock was acquired by a dealer in the ordinary course of business and done so in order to establish and maintain a secondary market.
(1) Each person or entity named below is the beneficial owner of more than ten percent of the class of stock refereed to by title who, without the exemption provisions of Section 16(d), did not file Form 3 within 10 days of obtaining 10 percent or more of any class of this Registrant's equity securities. It should be noted too that this Registrant's registration statement is not effective which, according to Section 16(a)(2), must be the status of the registration statement prior to the filing of Form 3.
(2) There are no reportable disclosures to be made pursuant to this item, Title 17 229.405(a)(2). There are no reportable disclosures relating to the number of transactions which involved the purchase of more than 10 percent of this registrant's outstanding. Form 5 is an annual statement of beneficial ownership form was filed on December 31, 2009 and will be filed next year, 2010 on or before the 45th day after October 31. 229.406 (Item 406) Code of ethics.
(5) Provide for assessment procedures to determine adherence to the code of ethics.
As required by form 10K, responses of this section are made pursuant to Title 17 229.407(C)(3), (d)(4) and (d)(5)
(1) This registrant does not employ a standing committed for the auditing, nomination or compensation functions related to the Board of Directors. The basis of review for the Board of Directors are, as was previously laid out in Item 10 229.401(a):
(ii) There are no reportable disclosures concerning a nominating committee and that committee's policy regarding its treatment of director candidates who are recommended by security holders. This Registrant does not employ nominating committees.
(vii) There are no reportable disclosures concerning any nominee and that nominee's membership in the following categories: Security Holder, non management director, chief executive, other executive or third party search firm.
(viii) There are no reportable disclosures regarding the payment of fees to any third party or parties to identify or evaluate or assist in identifying or evaluating potential nominees.
(2) There are no reportable disclosures to be made regarding a listed issuer's appointment of an affiliated or non independent audit committee member. Spence-Lingo is not a listed issue nor does it employ Board of Directors or audit committee.
(C) an audit committee having received written disclosures from an independent accountant
(4) There are no no reportable disclosures to be made regarding
or (2) replying on any of the exemptions put forth in 240.10A3(c)(4) (c)(7) of Title 17
(B) There are no reportable disclosures regarding exemption as is set forth in Title 17 240.240A3(c) from the independence requirements for members of the audit committee (5)Audit committee financial expert. There are no reportable disclosures relating to
(B) or the name of the audit committee financial expert and whether that person is independent.
(l) Smaller reporting companies - Spence-Lingo is a smaller reporting company, and therefore, is required to comply with this item in supplying detailed information requiring executive compensation.
(m) Smaller reporting companies General (1) All compensation covered. Disclosed below is a clear, concise and understandable disclosure of all plan and non plan compensation awarded to, earned by, or paid to the named executive officers designated under paragraph (m)(2)
This Registrant's does not employ any other individuals not including the PEO and PFO who are highly compensated.
Tax Savings with the use of Simplified Employee Pension Plan (SEP) accounts help to reduce the corporation's tax load.
(p) Smaller reporting companies Outstanding equity awards at fiscal year end - Spence-Lingo does not offer equity based awards or options has compensation plans to executives.
(q) Smaller reporting companies Additional narrative disclosures is not required because this Registrant does not offer equity based awards or option compensation plans to its executives.
(r) Smaller reporting companies Compensation of directors This Registrant does not employ directors; therefore disclosure regarding director compensation is superfluous.
Item 229.407(3)(5) "Compensation Committee Report" This registrant does not employ a compensation committee. However Spence-Lingo maintains a written plan regarding executive compensation in order that the objectives and intents of the Company's compensation package and inherent awards are realized.
Item 229.403(b) Security Ownership of Management. At the the present time, management does not own securities, and therefore further disclosure pursuant to this item is not available.
(a) Transactions with related persons There are no reportable transactions occurring since the beginning of this Registrant's last fiscal year, or any currently proposed transaction, in which the Registrant was or is to be a participant where the amount of such transaction exceeded $120,000.
(b) Review, approval or ratification of transactions with related persons (1) At present there are several procedures in place at Spence-Lingo which cover various transactions of many types including transactions pertaining to the brokering of insurance products and in-house transactions involving lending and other fee based services. The requirements for each transaction type is listed below:
Written Execution Papers - Insurance products sold to individuals do not require agency principal's approval. The carrier's hard copy application serves as the executing document; all submitted applications must be accompanied by a check and bank draft authorization. Insurance products sold to corporations require that the corporation prepare a resolution to submit along with the initial modal premium.
Filed Photo Copies - of all submitted polices are stored on campus at company headquarters. At the request of the policy holder and insuring carrier, the file can be retrieved in order to revise beneficiary information, trust agreements, estate plans or a last will affidavit. Should a complaint arise, documents can be readily retrieved.
Logbook and Ledger Record keeping - Insurance sales are printed by hand into the record book, noting sale amount, name of insured, payor and policy owner. Afterwards the same entries are keyed into the Peachtree Accounting software program.
(iv) As required by this numeral, this Registrant is reporting that the policies and procedures governing transactions are made in writing and serve to prevent funds from being mishandled and lost.
229.404(d)(3) Listed below are the names of all parents of this smaller reporting company, Spence-Lingo & Company, Ltd.
01 There are no reportable disclosures concerning information not otherwise called for by this form.