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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~January~~February 810, 2009

STONELEIGH PARTNERS ACQUISITION CORP.

(Exact Name of Registrant as Specified in Charter)

Delaware		001-33502		20-3483933
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

20 Marshall St., Suite 104, South Norwalk, CT		06854
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (203) 663-4204

555 Fifth Avenue, New York, New York 10017

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 83.01. ~~Other~~Notice ~~Events~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

~~Stoneleigh~~By letter dated February 10, 2009, Stoneleigh Partners Acquisition Corp. (“~~Stoneleigh~~Company”) ~~announced that as it continues its~~ ~~search~~received ~~for~~notice afrom target business with which to complete a business combination, it is considering all alternatives to protect stockholder value. Stoneleigh is a structured blank check company formed to complete a business combination with an unidentified operating business. Pursuant to the ~~terms~~NYSE ofAlternext ~~its certificate of incorporation~~US, ~~Stoneleigh’s~~ ~~corporate~~LLC ~~existence will cease on May 31, 2009 and it will return the proceeds held in its trust account to the holders of the shares of common stock sold in its initial public offering~~ (“~~IPO~~Exchange”)~~. The~~ ~~Board~~indicating ofthat it ~~Directors~~was ~~believes~~below ~~that~~certain ~~given~~ additional ~~time~~continued ~~and~~listing ~~the~~standards ~~elimination~~ of the ~~blank check company-related provisions of its certificate of incorporation~~Exchange, ~~management~~ ~~will~~specifically ~~be able to identify a smaller target business~~ that ~~can~~the ~~increase~~Company ~~stockholder value~~had ~~and~~not beheld aan ~~viable~~annual ~~alternative~~meeting toof ~~Stoneleigh’s~~stockholders ~~existing~~in ~~structure. As a result~~2008, ~~the~~as ~~Board~~set ~~has~~forth ~~authorized~~in ~~management~~Section ~~to explore~~704 ~~the feasibility~~ of ~~implementing an alternative structure in~~ the ~~event Stoneleigh~~Exchange’s isCompany ~~unable to identify a suitable target business despite its continuing efforts~~Guide.

~~One~~The ~~alternative~~notification ~~Stoneleigh~~from isthe ~~exploring~~Exchange ~~would~~indicates bethat tothe ~~conduct~~Company anhas ~~exchange~~until ~~offer~~March 10, ~~together~~2009 ~~with amending its certificate of incorporation~~ to ~~continue~~submit ~~its corporate~~a ~~existence~~plan ~~and~~advising ~~remove~~ the ~~blank~~Exchange ~~check~~of ~~company~~action ~~related~~it ~~provisions~~has ~~put~~taken, inor will ~~place~~take, atthat ~~the~~would ~~time~~bring ofthe ~~its~~Company ~~IPO. Stockholders~~into ~~would~~compliance ~~have~~with ~~the~~all ~~option~~continued tolisting ~~retain~~standards ~~their~~by ~~common~~August ~~stock~~11, ~~and~~2009. ~~receive~~Upon ~~their~~receipt ~~pro rata portion~~ of the ~~trust account~~Company’s ~~(as~~plan, ~~well~~which ~~as a pro rata portion and~~ the Company ~~cash~~anticipates ~~out~~filing ofwith the ~~trust~~Exchange ~~account) upon~~prior ~~liquidation~~to of the ~~trust~~March ~~account on May 31~~10, 2009~~. Alternatively~~ deadline, ~~stockholders~~the ~~would~~Exchange bewill ~~offered~~evaluate the ~~opportunity~~ toplan ~~exchange~~and ~~their~~make ~~common stock for~~ a ~~return~~determination ofas ~~approximately 80%~~ to ~~85%~~whether of the ~~IPO~~Company ~~unit~~has ~~price~~made ~~($6.40-$6.80) and shares of~~ a toreasonable bedemonstration ~~created~~in ~~series~~the ~~of preferred~~plan ~~stock with a stated value~~ of ~~approximately~~an ability ~~$1.20~~ to ~~$1.60~~regain incompliance ~~cash~~with (the ~~difference~~ ~~between~~continued ~~$8.00~~listing ~~and~~standards, ~~the~~in ~~per~~which ~~share cash returned to~~ case the ~~stockholder) which~~plan ~~would~~will be ~~convertible into an incremental number of shares of common stock~~accepted. ~~The~~ ~~per~~If ~~share~~accepted, ~~amount held in Stoneleigh’s trust account for all shares tendered in~~ the ~~exchange~~Company ~~offer~~will ~~would~~ be ~~released~~able ~~from~~to ~~the~~continue ~~trust~~its ~~account. A~~listing, ~~substantial~~during ~~portion~~which oftime the ~~released~~Company ~~cash~~will ~~would~~ be ~~delivered~~ subject to ~~the~~continued ~~holder,~~periodic review ~~together~~by ~~with preferred stock, as consideration for~~ the ~~exchange~~Exchange’s ofstaff. If the ~~holder~~Company’s ~~common~~plan ~~stock. The~~is ~~remainder~~not ofaccepted, the ~~released~~Exchange could ~~cash~~initiate ~~would~~delisting beprocedures ~~retained~~against ~~by Stoneleigh out of~~ the ~~trust account~~Company.

~~The~~Item ~~foregoing~~9.01. ~~would~~Financial beStatement ~~subject to numerous conditions, including Stoneleigh establishing the final terms of the exchange offer, a minimum number of shares of common stock tendering in the exchange offer~~ and Stoneleigh’s stockholders approving amendments to Stoneleigh’s certificate of incorporation and certain other actions to permit the exchange offer at a stockholder meeting called for such purposes and through the solicitation of proxies by a proxy statementExhibits.

(d) Exhibits:

Exhibit Description

99.1 Press release dated February 13, 2009.

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 hereunto duly authorized.

Dated: ~~January~~February 817, 2009 STONELEIGH PARTNERS ACQUISITION CORP. By: /s/ James A. Coyne Name: James A. Coyne Title: Vice Chairman and Chief Financial Officer

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