UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended June 30, 2012


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 from SEI Holdings, Inc. effective September 1, 2011

(Exact name of registrant as specified in its charter)


Florida (State or other jurisdiction of incorporation or organization)		45-3008311 (IRS Employer Identification No.)

1150 S US Highway 1, Suite 302
Jupiter, Florida		33477-7236
(Address of principal executive offices)		(Zip code)

(561) 249-1354
(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 o No x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes o No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined by Rule 12b-2 of the Exchange Act).


Large accelerated filer o	Accelerated filer o	Non-accelerated filer o	Smaller reporting company x
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes x No o

As of September 20, 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.

Stoneleigh Realty Investors, LLLP

(A Development Stage Company)
INDEX


		Page
	PART 1 FINANCIAL INFORMATION
Item 1	Condensed Financial Statements		4
	Condensed Balance Sheets as of June 30, 2012 (unaudited) and December 31, 2011		4
	Condensed Statements of Operations for the Three and Six Month Periods Ended June 30, 2012 and 2011 and for the Period from March 28, 2008 (date of bankruptcy effectiveness) through June 30, 2012 (unaudited)		5
	Condensed Statement of Changes in Stockholders'/Partners' Deficit for the Period from March 28, 2008 (date of bankruptcy effectiveness) through June 30, 2012 (unaudited)		6
	Condensed Statements of Cash Flows for the Six Months Ended June 30, 2012 and 2011 and for the Period from March 28, 2008 (date of bankruptcy effectiveness) through June 30, 2012 (unaudited)		7
	Notes to Condensed Financial Statements (unaudited)		8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		12
Item 4.	Controls and Procedures		12

	PART 2 OTHER INFORMATION
Item 1.	Legal Proceedings		13
Item 1A.	Risk Factors		13
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		13
Item 3.	Defaults Upon Senior Securities		13
Item 4.	(Removed and Reserved)		13
Item 5.	Other Information		13
Item 6.	Exhibits		14

	SIGNATURE		14

PART 1. FINANCIAL INFORMATION

Item 1. Financial Statements

Stoneleigh Realty Investors, LLLP

(A Development Stage Company)

Condensed Balance Sheets


	June 30, 2012			December 31, 2011
Assets		(unaudited)
Current Assets
Cash and cash equivalents	$	0		$	0

Total current assets		0			0


Goodwill		0			0

Total assets	$	0		$	0


Liabilities and Partners' Deficit
Current Liabilities
Accounts payable	$	0		$	0
Loans payable - related parties		3,424			2,424

Total current liabilities		3,424			2,424

Total liabilities		3,424			2,424

Commitments and Contingencies
Partners' Deficit:
Partners' Capital, 300,000,000 membership units authorized; 41,574,340 and 41,574,340 membership units issued and outstanding, respectively		75,793			75,793
Deficit accumulated during the development stage		(79,217	)		(78,217	)

Total partners' deficit		(3,424	)		(2,424	)

Total liabilities and partners' deficit	$	0		$	0

See accompanying notes to unaudited condensed financial statements.

Stoneleigh Realty Investors, LLLP

(A Development Stage Company)

Condensed Statements of Operations

(unaudited)

													Period from March 28, 2008 (Date of Bankruptcy Effectiveness) Through June 30, 2012
	Three Months Ended June 30						Six Months Ended June 30
	2012			2011			2012			2011

Net Sales	$	0		$	0		$	0		$	0		$	0
Cost of Sales		0			0			0			0			0

Gross profit		0			0			0			0			0


Operating expenses:
General & administrative (1)		1,000			5,050			1,000			10,100			79,093

Total expenses		1,000			5,050			1,000			10,100			79,093


Loss from operations		(1,000	)		(5,050	)		(1,000	)		(10,100	)		(79,093	)


Other Expense
Loss on impairment		0			0			0			0			(124	)

Other Expense		0			0			0			0			(124	)


Net Loss	$	(1,000	)	$	(5,050	)	$	(1,000	)	$	(10,100	)	$	(79,217	)


Basic and Diluted
Earnings per common share	$	(.000	)	$	(.000	)	$	(.000	)	$	(.000	)	$	(.002	)


Weighted-average shares outstanding:		41,574,340			39,737,472			41,574,340			39,395,307			38,304,169

See accompanying notes to unaudited condensed financial statements.

Stoneleigh Realty Investors, LLLP

(A Development Stage Company)

Condensed Statement of Changes in Stockholders'/Partners' Deficit

(unaudited)

	Common Stock				Par Value in Excess of Reorganization Value				Partner's Capital (9/1/11)	Deficit Accumulated During the Development Stage			Total Stockholders' /Partners' Deficit
	Number of Shares / Membership Units 9/1/11	at Par Value $.01			Par Value in Excess of Reorganization Value				Partner's Capital (9/1/11)	Deficit Accumulated During the Development Stage			Total Stockholders' /Partners' Deficit
Balance March 28, 2008 (date of bankruptcy effectiveness)	33,995,034	$	339,950		$	(339,950	)	$		$	0		$	0
Issuance of common stock for services	1,014,306		10,143			0					0			10,143
Net loss period ended May 31, 2008	0		0			0					(10,507	)		(10,507	)

Balance May 31, 2008	35,009,340		350,093			(339,950	)				(10,507	)		(364	)
Issuance of common stock for services	2,020,000		20,200			0					0			20,200
Net loss year ended May 31, 2009	0		0			0					(20,665	)		(20,665	)

Balance May 31, 2009	37,029,340		370,293			(339,950	)				(31,164	)		(821	)
Issuance of common stock for services	2,020,000		20,200			0					0			20,200
Net loss year ended May 31, 2010	0		0			0					(20,740	)		(20,740	)

Balance May 31, 2010	39,049,340		390,493			(339,950	)				(51,904	)		(1,361	)
Issuance of common stock for services	2,020,000		20,200			0					0			20,200
Net loss year ended May 31, 2011	0		0			0					(20,202	)		(20,202	)

Balance May 31, 2011 (Common Stock)	41,069,340		410,693			(339,950	)				(72,106	)		(1,363	)
Issuance of common stock for services	505,000		5,050			0					0			5,050
Net loss three months ended August 31, 2011	0		0			0					(5,050	)		(5,050	)

Balance August 31, 2011 (Common Stock)	41,574,340		415,743			(339,950	)				(77,156	)		(1,363	)
Conversion of Corporation into Florida Limited Partnership on September 1, 2011			(415,743	)		339,950			75,793		0			0
Net loss for the four month ended December 31, 2011	0		0			0			0		(1,061	)		(1,061	)

Balance December 31, 2011	41,574,340		0			0			75,793		(78,217	)		(2,424	)
Net loss for the six months ended June 30, 2012	0		0			0					(1,000	)		(1,000	)

Balance June 30, 2012	41,574,340	$	0		$	0		$	75,793	$	(79,217	)	$	(3,424	)

See accompanying notes to unaudited condensed financial statements.

Stoneleigh Realty Investors, LLLP

(A Development Stage Company)

Condensed Statements of Cash Flows

(unaudited)

	Six Months Ended June 30,						Period from March 28 2008 (Date of Bankruptcy Effectiveness) Through June 30, 2012
	2012			2011
Cash flows from operating activities:
Net loss	$	(1,000	)	$	(10,100	)	$	(79,217	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		0			0			0
Stock-based compensation		0			10,100			75,793
Loss on impairment of goodwill		0			0			124
Changes in operating assets and liabilities
Decrease to prepaid assets		0			0			8
Increase (decrease) to accounts payable and accrued expenses		0			0			(18	)

Net cash used in operating activities		(1,000	)		0			(3,310	)

Investing Activities
Purchase of property and equipment		0			0			0

Net cash used in investing activities		0			0			0

Cash Flows From Financing Activities
Stockholder loan		1,000			0			3,303

Net cash provided by financing activities		1,000			0			3,303

Non Cash Transactions
Reorganization		0			0			0

Net decrease in cash		0			0			(7	)

Cash at beginning of period		0			0			7


Cash at end of period	$	0		$	0		$	0



Supplemental Disclosure of Cash Flow Information:
Interest paid	$	0		$	0		$	0


Income taxes paid	$	0		$	0		$	0

See accompanying notes to unaudited condensed financial statements.

Stoneleigh Realty Investors, LLLP

(A Development Stage Company)

Notes to Unaudited Condensed Financial Statements

Note A. Description of Business

Stoneleigh Realty Investors, LLLP (the "Company" or "SRI") 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. ("SEI") 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.

DEVELOPMENT STAGE COMPANY

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.

CASH

Cash consists of deposits in banks and other financial institutions having original maturities of less than ninety days.

REVENUE RECOGNITION

Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is assured.

STOCK-BASED COMPENSATION

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 June 30, 2012. 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 LOSS PER COMMON SHARE

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 ISSUED ACCOUNTING STANDARDS

In June 2009, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 168, The FASB Accounting Standards Codification^TM 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").

RECENTLY ISSUED ACCOUNTING STANDARDS - (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

The Plan of Reorganization became effective and the Company emerged from Chapter 11 reorganization proceedings on March 28, 2008 (the "Reorganization Effective Date"). On the Reorganization Effective Date, the Company implemented fresh-start reporting in accordance with American Institute of Certified Public Accounts Statement of Position 90-7: Financial Reporting by Entities in Reorganization under the Bankruptcy Code ("SOP 90-7").

All conditions required for the adoption of fresh-start reporting were met upon emergence from the reorganization Proceedings on the Reorganization Effective Date. As a result, the fair value of the Prior SEI Holdings assets became the new basis for the Company's statement of financial position as of the Fresh-Start Adoption Date, and all operations beginning on or after March 28, 2008 are related to the Successor Company.

As a result of the application of fresh-start reporting, the financial statements prior to and including March 28, 2008 represent the operations of the Prior SEI Holdings and are not comparable with the financial statements for periods on or after March 28, 2008. References to "New SEI Holdings" refer to the Company on or after March 28, 2008, after giving effect to the application of fresh-start reporting. References to the "Prior SEI Holdings" refer to the Company prior to and including March 28, 2008.

Note D. Goodwill

In accordance with SOP 90-7, any portion of the reorganization value that cannot be attributed to specific tangible or identifiable assets of the emerging entity should be reported as goodwill in accordance with paragraph 6 of FASB Statement No. 142 Goodwill and Other Intangible Assets. The Company recorded goodwill of $124 as a result of applying fresh-start accounting on March 28, 2008. Goodwill was determined as follows:


Identifiable Assets of New SEI on March 28, 2008
Cash and Prepaid Assets	$	15
Liabilities of New SEI on March 28, 2008 (Date of Bankruptcy Effectiveness):		(139	)
Excess Reorganization Value	$	124

During the period March 28, 2008 (date of bankruptcy effectiveness) to May 31, 2008 if was determined that the carrying value of goodwill should be reduced as there were no cash flows to support the valuation.


Carrying Value of Goodwill March 28, 2008	$	124
Impairment loss recorded on May 31, 2008		(124	)
Implied fair value of goodwill on June 30, 2012	$	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. These carry forwards, will not be available to offset future taxable income as the Company converted to a Florida limited liability limited partnership effective September 1, 2011.

Deferred income taxes (benefits) are provided for certain income and expenses which are recognized in different periods for tax and financial reporting purposes. The Company had cumulative net operating loss carry-forwards for income tax purposes at August 31, 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 in the six months ended June 30, 2012 and 2011 and for the period from March 28, 2008 (date of bankruptcy effectiveness) through June 30, 2012 was $0 and $10,100 and $75,793, respectively.

The Company has received cash advances from Richard Turner, CFO and Barney Richmond, CEO of the Company, in varying amounts and at various times subsequent to June 30, 2012. These related party loans were non-collateralized, non-interest bearing and due on demand. As of June 30, 2012 the balance owed Mr. Turner was $363 and the balance owed Mr. Richmond was $3,061.

Note G. Going Concern

As reflected in the accompanying unaudited condensed financial statements, the Company had a net loss for the three months ended June 30, 2012 of $1,000. The total accumulated deficit as of June 30, 2012 was $79,217. The ability of the Company to continue as a going concern is dependent on the Company's ability to further implement its business plan and raise capital. The financial statements do not included any adjustments that might be necessary if the Company is unable to continue as a going concern.

Note H. Subsequent Events

On July 9, 2012 the Securities and Exchange Commission filed an Order Instituting Administrative Proceedings and Notice of Hearing Pursuant to Section 12(j) of the Securities Exchange Act of 1934. The Administrative Proceeding File No 3-14942 listed the Company as being delinquent in its periodic filings. A hearing was held on August 13, 2012. The Company was told to file a brief in order to reach a settlement with the Securities and Exchange Commission over their enforcement action.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Revenue for the six months ended June 30, 2012 and 2011 was $0 and $0 respectively.

Total operating expenses for the six months ended June 30, 2012 was $1,000 compared to $10,100 for the six months ended June 30, 2011. During the six months ending June 30, 2012 corporate filing fees of $1,000 were paid to the State of Florida.

The operations for the six months ended June 30, 2012 resulted in a net loss of $1,000 versus a net loss of $10,100 recorded in the six months ended June 30, 2011.

History of the Company

To review the History of the Company, see Part 1, Item 1 of our annual report filed for the Period December 31, 2011. That note is hereby incorporated by reference into this Part 1, Item 2.

Recently Adopted Accounting Pronouncements

For a discussion of recently adopted accounting pronouncements, see Note B to our financial statements at Part 1, Item 1 to this quarterly report.

Accounting Pronouncements That We Have Not Yet Adopted

For a discussion of recently issued accounting pronouncements that we have not yet adopted, see Note B to our financial statements at Part 1, Item 1 to this quarterly report.

Forward-Looking Statements

This transition report on Form 10-Q contains "forward-looking statements" within the meaning of the federal securities laws. Statements regarding future events and developments and our future performance, as well as management's current expectations, beliefs, plans, estimates or projections relating to the future, are forward-looking statements within the meaning of these laws. Actual results could differ materially from those set forth in the forward-looking statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not Applicable

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures:

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit to the Securities and Exchange Commission under the Securities Exchange Act, is recorded, processed, summarized, and reported within the time periods specified by the Securities and Exchange Commission's rules and forms, and that information is accumulated and communicated to our management, including our principal executive and principal financial officer (whom we refer to in this periodic report as our Certifying Officer), as appropriate to allow timely decisions regarding required disclosure. Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our management evaluated, with the participation of our Certifying Officer, the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act) as of June 30, 2012, pursuant to Rule 13a-15(b) under the Securities Exchange Act. Based upon that evaluation, our Certifying Officer concluded that, as of June 30, 2012, our disclosure controls and procedures were effective at the reasonable assurance level.

Management's Report on Internal Control over Financial Reporting:

Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. There has been no change in our internal control over financial reporting during the six months ended June 30, 2012 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 in Internal Control - Integrated Framework issued 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 June 30, 2012.

PART 2. OTHER INFORMATION

Item 1. Legal Proceedings

None

Item 1A. Risk Factors

There have been no material changes to the risk factors presently disclosed in our December 31, 2011 Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3. Defaults Upon Senior Securities

None

Item 4. (Removed and Reserved)

Item 5. Other Information

None

Item 6. Exhibits

(a) Exhibits

Exhibit 3.3		Certificate of Conversion into a Florida Limited Liability Limited Partnership (1)
Exhibit 31.1		Certification pursuant to Rule 13a — 14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2		Certification pursuant to Rule 13a — 14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 101.xml		XBRL Document sri-20120630.xml (2)
Exhibit 101.xsd		XBRL Schema Document sri-20120630.xsd (2)
Exhibit 101.lab		XBRL Labels Linkbase Document sri-20120630_lab.xml (2)
Exhibit 101.pre		XBRL Presentation Linkbase Document sri-20120630_pre.xml (2)
Exhibit 101.def		XBRL Definition Linkbase Document sri-20120630_def.xml (2)

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

(2) The registrant will be using a 30 day grace period and will be attaching Exhibit 101 XBRL files in an amended 10-Q/A. Pursuant to Rule 406T of Regulation S-T, the interactive data files contained in Exhibit 101 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 Exchange Act of 1934, and otherwise are not subject to liability under these sections.

SIGNATURE

Pursuant to the requirements 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.


	Stoneleigh Realty Investors, LLLP f/k/a SEI Holdings, Inc.
Date: September 20, 2012	By:	/s/ Richard C. Turner
		Richard C. Turner
		Chief Financial Officer (Duly Authorized Officer and Principal Financial and Accounting Officer)

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

STONELEIGH REALTY INVESTORS, LLLP 10-Q