UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-Q/A

 

 

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2011

OR

 

¨ 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: 333-137624

 

 

Soleil Capital L.P.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   45-1740641

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

725 W. 50th St.
Miami Beach, FL 33140

(Address of principal executive offices)(Zip Code)

 

(305) 537-6607

(Registrant’s telephone number, including area code)

 

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 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 ¨      No  ¨

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 Rule 12b-2 of the Exchange Act.

 

Large accelerated filer  ¨

   Accelerated filer  ¨

Non-accelerated filer  ¨

   Smaller reporting company  x

(Do not check if a smaller reporting company)

  

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

The number of the Registrant’s voting common units representing limited partner interests outstanding as of June 30, 2011 was 2,625,425.

 

 

 

Explanatory Note

This amendment to Soleil Capital L.P.'s (the "Company") Form 10-Q for the period ending June 30, 2011 is being filed to include the Company's XBRL

The sole purpose of the Amendment No. 1 on Form 10–Q/A to our quarterly report on Form 10–Q for the period ended June 30, 2011 originally filed with the Securities and Exchange Commission on August 10, 2011 (the “Form 10–Q”), is to furnish Exhibit 101 to the Form 10–Q, which contains the XBRL (eXtensible Business Reporting Language) Interactive Data File for the financial statements and notes included in Part I of the Form 10-Q.  As permitted by Rule 405 (a)(2)(ii) of Regulation S-T, Exhibit 101 was required to be furnished by amendment within 30 days of the original filing date of the Form 10-Q.
 
No other changes have been made to the Form 10–Q. This Amendment No. 1 speaks as of the original filing date of the Form 10–Q, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way, disclosures made in the original Form 10–Q.
 
Pursuant to Rule 406T of Regulation S–T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Act of 1934, as amended, and otherwise are not subject to liability under those sections.


 

 

Item 6. Exhibits.

Exhibit

 

 

Number

 

Description

 

 

 

 

 

 

3.1

*

 

State of Delaware Certificate of Limited Partnership of Soleil Capital L.P. (Incorporated by reference as previously filed as exhibit to the Company's 10-Q filed August 14, 2009.)

 

 

 

 

 

 

3.2

*

 

Agreement of Limited Partnership of Soleil Capital L.P., (Incorporated by reference as previously filed as exhibit to the Company's 10-K filed March 14, 2010.)

 

 

 

 

 

 

31.1

*

 

Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)

 

 

 

 

 

 

31.2

*

 

Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)

 

 

 

 

 

 

32.1

*

 

Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).

         
  32.2 *   Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
         
  101.INS ***   XBRL Instance Document
         
  101.DEF ***   XBRL Definition Linkbase Document
         
  101.CAL ***   XBRL Extension Calculation Linkbase Document
         
  101.LAB ***   XBRL Extension Label Linkbase Document
         
  101.PRE ***   XBRL Presentation Linkbase Document
         

 

 

 

*

Previously filed.

 

 

 

**

Filed herewith

     
*** Furnished herewith

  

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.

Date: September 9, 2011

 

 

 

 

 

 

 

 

 

Soleil Capital L.P.

 

 

 

 

 

 

 

 

 

 

 

By:

 

Soleil Capital Management L.L.C.,

 

 

 

 

 

 

its general partner

 

 

 

 

 

 

 

 

 

 

 

/s/  ADAM LAUFER

 

 

 

 

 

 

 

 

 

Name:

 

Adam Laufer

 

 

 

 

Title:

 

Chief Executive Officer