Surepure 10K 2010 Annual report

STATEMENTS OF OPERATIONS


			For the Year Ended December 31, 2010		For the Year Ended December 31, 2009		From Inception on October 15, 2008 Through December 31, 2010

REVENUE			$	-	$	-	$	-


EXPENSES

	Professional and legal fees			19,750		26,929		53,120
	Officer wages			20,040		43,140		76,640
	Incorporation costs			-		-		803
	General and administrative			616		1,410		2,839

		Total Expenses		40,406		71,479		133,402

OPERATING LOSS				(40,406)		(71,479)		(133,402)

OTHER EXPENSE

	Interest expense			(685)		(78)		(778)

		Total Other Expense		(685)		(78)		(778)

LOSS BEFORE INCOME TAX EXPENSE				(41,091)		(71,557)		(134,180)

	Income tax expense			-		-		-

NET LOSS			$	(41,091)	$	(71,557)	$	(134,180)

BASIC AND FULLY DILUTED LOSS PER SHARE			$	(0.02)	$	(0.03)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING				2,135,000		2,135,000

The accompanying notes are an integral part of these financial statements.

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)


	Common Stock				Paid-in		Deficit Accumulated During the Development		Total Stockholders' Equity
	Shares		Amount		Capital		Stage		(Deficit)


Balance, October 15, 2008 (date of inception)		-	$	-	$	-	$	-	$	-


Common stock issued for cash at $0.001 per share (Note 3)		1,500,000		1,500		-		-		1,500

Common stock issued for cash at $0.02 per share (Note 5)		635,000		635		12,065		-		12,700


Net loss for the year ended December 31, 2008 (restated)		-		-		-		(21,532)		(21,532)


Balance, December 31, 2008 (restated)		2,135,000		2,135		12,065		(21,532)		(7,332)


Net loss for the year ended December 31, 2009		-		-		-		(71,557)		(71,557)


Balance, December 31, 2009		2,135,000		2,135		12,065		(93,089)		(78,889)


Net loss for the year ended December 31, 2010		-		-		-		(41,091)		(41,091)


Balance, December 31, 2010		2,135,000	$	2,135	$	12,065	$	(134,180)	$	(119,980)

The accompanying notes are an integral part of these financial statements.

STATEMENTS OF CASH FLOWS


		For the Year Ended December 31, 2010		For the Year Ended December 31, 2009		From Inception on October 15, 2008 Through December 31, 2010

OPERATING ACTIVITIES

	Net loss	$	(41,091)	$	(71,557)	$	(134,180)
	Adjustments to reconcile net loss to net cash used by operating activities:
	Changes in assets and liabilities:
	(Increase) decrease in prepaid assets		-		2,577		(23)
	(Decrease) increase in related party payments on Company’s behalf		40,000		-		40,000
	(Decrease) increase in accounts payable		(20,259)		13,491		948
	Increase in accrued expenses – related party		20,725		43,218		77,418

	Net Cash Used in Operating Activities		(625)		(12,271)		(15,838)

	INVESTING ACTIVITIES		-		-		-

	FINANCING ACTIVITIES

	Proceeds from issuance of stock		-		-		14,200
	Proceeds from related party notes		-		-		1,941
	Payments on related party notes		-		-		-

	Net Cash Provided by Financing Activities		-		-		16,141

	INCREASE (DECREASE) IN CASH		(625)		(12,271)		304

	CASH AT BEGINNING OF PERIOD		929		13,200		-

	CASH AT END OF PERIOD	$	304	$	929	$	304

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

CASH PAID FOR:

	Interest	$	-	$	-	$	-
	Income taxes	$	-	$	-	$	-

SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

	Stock issued for officer wages or services	$	-	$	-	$	-
	Stock issued for accounts payable	$	-	$	-	$	-
	Stock issued for related party notes payable	$	-	$	-	$	-

The accompanying notes are an integral part of these financial statements.

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

SOEFL Inc. ("the Company") was incorporated in the State of Nevada as a for-profit company on October 15, 2008 and established a fiscal year end of December 31.

We are a development-stage company organized to enter into and operate online social networking and loyalty marketing services under our SOEFL (“School Of Entirely Free Learning”) and SOEFLpoints brands. Our success will be driven by our ability to create, grow and monetize an online audience in a cost-effective manner and enable advertisers to reach relevant online consumers effectively. Revenues from our social networking and loyalty marketing services will be derived from advertising fees.

On our social networking web site located at www.soefl.com, we intend to enable users to locate and interact with their acquaintances. Using interactive tools and features we intend to provide our members, as with other social networking web sites, the ability to contribute to our social networking web site, distinct, relevant pieces of content, such as names, school affiliations, profiles, biographies, interests and photos.

Basis of Presentation

The Company uses the accrual method of accounting for financial purposes and has elected December 31 as its year-end.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosers. Accordingly, actual results could differ from those estimates.

Fixed Assets

Fixed assets are recorded at cost. Major additions and improvements are capitalized. Minor replacements, maintenance and repairs that do not increase the useful life of the assets are expensed as incurred. Depreciation of property and equipment is determined on a straight-line basis over the expected useful lives.

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)

Long-Lived Assets

Our policy regarding long-lived assets is to evaluate the recoverability of our assets when the facts and circumstances suggest that the assets may be impaired. This assessment is performed based on the estimated undiscounted cash flows compared to the carrying value of the assets. If the future cash flows (undiscounted and without interest charges) are less than the carrying value, a write-down would be recorded to reduce the related asset to its estimated fair value.

Fair Value of Financial Instruments

The carrying amounts of the Company’s financial instruments, including cash, accounts payable, and accrued liabilities, approximate fair value due to their short maturities.

Revenue

The Company records revenue on the accrual basis when all goods and services have been performed and delivered, the amounts are readily determinable, and collection is reasonably assured. The Company has not generated any revenue since its inception.

Advertising

The Company will expense its advertising when incurred. There has been no advertising since inception.

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturity of three months or less to be cash equivalents.

Recent Accounting Pronouncements

The company has evaluated all the recent accounting pronouncements and believes that none of them will have a material effect on the company’s financial statement.

Basic Loss Per Share

The computation of basic loss per share of common stock is based on the weighted average number of shares outstanding during the period of the consolidated financial statements as follows:


	For the Year Ended December 31, 2010		For the Year Ended December 31, 2009

Net loss	$	(41,091)	$	(71,557)

Weighted average number of shares outstanding		2,135,000		2,135,000

Net loss per share	$	(0.02)	$	(0.03)

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)

Basic Loss Per Share (continued)

Net loss per share is computed in accordance with SFAS No. 128, “Earning Per Share”, by dividing the net loss allocable to common stockholders by the weighted average number of shares of common stock outstanding.

Income Taxes

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

A reconciliation of income taxes at statutory rates with the reported taxes is as follows:


	2010		2009


Net loss for the period	$	41,092	$	71,557
Federal and state income tax rates		30%		30%

Expected income tax recovery		12,328		21,467
Permanent differences		-		-
Change in valuation allowance		(12,328)		(21,647)

Total income tax recovery	$	-	$	-

The significant components of the Company's future income tax assets and liabilities are as follows:


	As at December 2010		As at December 2009

Future income tax assets Net income tax operating loss carry forward		134,172		93,080

Statutory federal income tax rate		30%		30%
Effective income tax rate		0%		0%

Future income tax asset		40,252		27,924
Valuation allowance		(40,252)		(27,924)

Net future income tax assets	$	-	$	-

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)

Income Taxes (continued)

As at 31 December 2010, the Company has unused net operating losses for U.S. federal income tax purposes of approximately $134,172 that are available to offset future taxable income, which, if unutilized, will expire as follows:



2028		21,523
2029		71,557
2030		41,092

Total	$	134,172

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years.

NOTE 2 -

RELATED PARTY TRANSACTIONS

Accrued Expenses

For the year ended December 31, 2010, the Company accrued $20,040 in wages payable to Ratree Yabamrung, its president, secretary, treasurer and sole director, which represents having worked 1,002 hours during the period at a rate of $20 per hour. For the year ended December 31, 2009, the Company accrued $43,140 in wages payable to Ratree Yabamrung, its president, secretary, treasurer and sole director, which represents having worked 2,157 hours during the period at a rate of $20 per hour.

Notes Payable and Accrued Interest

As of December 31, 2010, the Company had a note payable to an officer totalling $41,941. The note represents cash advances for the payment of general corporate expenses of $41,941. As of December 31, 2009, the Company had a note payable to an officer totalling $1,941. The note represented cash advances for the payment of general corporate expenses of $1,941. The note is unsecured, due upon demand and accrues interest at the end of each month on the then outstanding balance on a last-in, first-out basis for new funds and payments at the rate of 4.00% per annum. Accrued interest payable on the note totals $778 at December 31, 2010. Accrued interest payable on the note totalled $15 at December 31, 2009.

NOTE 3 -

EQUITY

Private Placement

On October 16, 2008, the Company authorized a private placement offering of up to 1,000,000 shares of common stock at a price of $0.02 per share. The total amount to be raised in this financing is $20,000.

Private Placement (continued)

NOTE 3 -

EQUITY (CONTINUED)

Between October 21, 2008 and November 29, 2008, the Company received thirty-five (35) subscriptions, for a total of 635,000 shares of common stock (par value $0.001) in the Company. The Company has received $12,700 in the form of bank drafts as payment for the underlying securities, which securities were subscribed for at a price of $0.02 per share and subsequently issued on December 29, 2008.

NOTE 4 -

GOING CONCERN

The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have significant cash or other material assets, nor does it have an established source of revenues sufficient to cover its operating costs. Additionally, the Company has accumulated significant losses, has negative working capital, and a deficit in stockholders' equity. All of these items raise substantial doubt about its ability to continue as a going concern.

Management's plans with respect to alleviating the adverse financial conditions that caused shareholders to express substantial doubt about the Company's ability to continue as a going concern are as follows:

The Company's current assets are not deemed to be sufficient to fund ongoing expenses related to the start up of planned principal operations. If the Company is not successful in the start up of business operations which produce positive cash flows from operations, the Company may be forced to raise additional equity or debt financing to fund its ongoing obligations and cease doing business.

Management believes that the Company will be able to operate for the coming year by obtaining additional loans from Ms. Yabamrung, the sole officer of the Company. However, there can be no assurances that management’s plans will be successful. If additional funds are raised through the issuance of equity securities, the percentage ownership of the Company's then-current stockholders would be diluted. If additional funds are raised through the issuance of debt securities, the Company will incur interest charges until the related debt is paid off.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 5 -

SUBSEQUENT EVENTS

Management has evaluated subsequent events according to the requirements of ASC Topic 855 and has determined that there are no additional subsequent events to be reported through the date the financial statements were issued..

(1) Resigned as Secretary on November 18, 2009.

PART II (Continued)

Item 9 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

On August 7, 2009, our Board of Directors dismissed Moore & Associates Chartered, its independent registered public account firm. On the same date, August 7, 2009, the accounting firm of Seale and Beers, CPAs was engaged by our Board of Directors as our new independent registered public account firm. Our Board of Directors and our Audit Committee approved of the dismissal of Moore & Associates Chartered and the engagement of Seale and Beers, CPAs as our independent auditor. None of the reports of Moore & Associates Chartered on our financial statements for the past year or subsequent interim periods contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles, except that our audited financial statements contained in this Registration Statement on Form S-1 for the fiscal year ended December 31, 2008 (restated), contain a going concern qualification in our audited financial statements.

During our most recent fiscal year and the subsequent interim periods thereto, there were no disagreements with Moore and Associates, Chartered whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Moore and Associates, Chartered's satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its report on our financial statements.

On August 7, 2009, we engaged Seale and Beers, CPAs as our independent accountant. During the most recent fiscal year and the interim periods preceding the engagement, we have not consulted Seale and Beers, CPAs regarding any of the matters set forth in Item 304(a)(1)(v) of Regulation S-K.

On August 27, 2009, the Public Company Accounting Oversight Board ("PCAOB") revoked the registration of Moore and Associates, Chartered because of violations of PCAOB rules and auditing standards in auditing financial statements, PCAOB rules and quality controls standards, and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and noncooperation with a PCAOB investigation. A copy of the order is available at http://www.pcaobus.org/Enforcement/Disciplinary_Proceedings/2009/08-27_Moore.pdf

We have requested that Moore and Associates, Chartered furnish us with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. As of the date of this filing, we have not received this letter.

Item 9A Controls and Procedures

Not applicable.

Item 9A(T) Controls and Procedures

Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management including our principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.

In connection with this annual report, as required by Rule 15d-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls

and procedures. This evaluation was carried out under the supervision and with the participation of our company's management, including our company's principal executive officer and principal financial officer. Based upon that evaluation, our company's principal executive officer and principal financial officer concluded that subject to the inherent limitations noted in this Part II, Item 9A(T) as of December 31, 2010, our disclosure controls and procedures were not effective due to the existence of material weaknesses in our internal controls over financial reporting, as discussed below.

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for our company. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

Our management, including our principal executive officer and principal financial officer, conducted an assessment of the effectiveness of our internal control over financial reporting based on certain criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was not effective as of December 31, 2010 due to the following material weaknesses:

Our company does not have in-house personnel with the technical knowledge to identify and address some of the reporting issues surrounding certain complex or non-routine transactions. With material, complex and non-routine transactions, management has and will continue to seek guidance from third-party experts and/or consultants to gain a thorough understanding of these transactions. Management did not find any errors and therefore was not required to correct any errors prior to the release of our company’s December 31, 2010 financial statements.

Our company’s administration is composed of one administrative individual resulting in a situation where there is no segregation of duties. In order to remedy this situation we would need to hire additional staff to provide greater segregation of duties. Management intends to add staff this year in order to provide greater segregation of duties within our transaction processing system.

This annual report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this annual report.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f)) during the fourth quarter ended December 31, 2010 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Item 9B Other Information

There was no information to be disclosed in a current report on Form 8-K during the fourth quarter ended December 31, 2010 that was not previously reported.

PART III

Item 10 Directors, Executive Officers and Corporate Governance

The following table sets forth the names, positions and ages of our executive officers and directors. All our directors serve until the next annual meeting of our shareholders or until their successors are elected and qualify. Our board of directors appoints officers and their terms of office are at the discretion of our board of directors.


Name and Residence	Position Held with the Company	Age	Date First Elected or Appointed
Ratree Yabamrung ⁽¹⁾Pattaya, Thailand	President, Treasurer, Director	32	October 15, 2008
Kotchaporn Bousing Pattaya, Thailand	Secretary, Director	35	November 18, 2009

Business Experience

The following is a brief account of the education and business experience of each of our directors, executive officers and key employees during at least the past five years, indicating each person's principal occupation during the period, and the name and principal business of the organization in which he or she was employed.

Ratree Yabamrung

Ratree Yabamrung is the founder of our company and has been our president and treasurer since October 16, 2008, and a director since inception (October 15, 2008). Ms. Yabamrung has been involved primarily in Internet consulting and marketing over the past 10 years. Since 1999 Ms. Yabamrung has consulted to numerous small and medium sized businesses in the design, development and marketing of Internet Web sites. Her expertise is centered around Web technologies and user interface systems which provide consumers with the tools needed to perform daily personal and business tasks.

Kotchaporn Bousing

Kotchaporn Bousing was appointed Secretary on November 18, 2009. Ms. Bousing has been involved primarily in consulting to small businesses marketing products and services via the Internet. She brings with her knowledge of Internet marketing.

Family Relationships

There are no family relationships among our directors or our executive officers.

Conflicts of Interest

At the present time, we do not foresee any direct conflict of interest between Ms. Yabamrung's other business interests and her involvement in our company. Her primary interest is our company and she devotes approximately 20 hours per week to our operations and is prepared to devote more time as may be required.

Involvement in Certain Legal Proceedings

Our directors, executive officers and control persons have not been involved in any of the following events during the past five years:

any bankruptcy petition filed by or against any business of which such person was an executive officer either at the time of the bankruptcy or within two years prior to that time;

any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Corporate Governance

Board of Directors

Ratree Yabamrung and Kotchaporn Bousing are our directors. Because Ms. Yabamrung is our president and treasurer and Ms. Bousing is our secretary, they are not independent. Because Ms. Yabamrung and Ms. Bousing are also the only executive officers of our company, it is not possible for our board of directors to exercise independent supervision over our management. We believe that retaining one or more directors who would qualify as independent would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development.

Orientation and Continuing Education

Due to the size of our board of directors, our board of directors does not have a formal process of orientation or education program for the new members of our board of directors. However, any new directors will be given the opportunity to (a) familiarize themselves with our company, the current director and member of management; (b) review copies of recently publicly filed documents of our company, technical reports and our internal financial information; (c) have access to technical experts and consultants; and (d) review a summary of significant corporate and securities legislation. Due to our small size, our board of directors do not provide continuing education for directors. Board meetings may also include presentations by our management and consultants to give the directors additional insight into our business.

Ethical Business Conduct

Our board of directors has found that the fiduciary duties placed on the director by our governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on a director’s participation in decisions of our board of directors in which the director has an interest have been sufficient to encourage and promote a culture of ethical business conduct. Also our board of directors carefully examine issues and consults with outside counsels and other advisors in appropriate circumstances to ensure that we conduct our business ethically.

Code of Ethics

We have not adopted a code of ethics because our board of directors believes that our small size does not merit the expense of preparing, adopting and administering a code of ethics. Our board of directors intends to adopt a code of ethics when circumstances warrant.

Director Nominations

There is no formal process for identifying new candidates. The process of identifying and evaluating candidates for board nomination sometimes begins with our board of directors soliciting professional firms with whom we have an existing business relationship, such as law firms, accounting firms or financial advisory firms, for suitable candidates to serve as directors. It is followed by our board of directors’ review of the candidates’ resumes and

interview of candidates. Based on the information gathered, our board of directors then makes a decision on whether to recommend the candidates as nominees for directors.

As of the date of this annual report on Form 10-K, we did not effect any material changes to the procedures by which our shareholders may recommend nominees to our board of directors. Our company does not currently have a policy with regard to the consideration of any director candidates recommended by our stockholders. Our board of directors does not believe that it is necessary to have a policy with regard to the consideration of any director candidates recommended by stockholders as any such candidates can be appropriately evaluated by our board of directors. We, however, encourage stockholders to recommend candidates directly to the secretary by sending communications to “The Secretary of SOEFL Inc.”, 112 North Curry Street, Carson City, Nevada 89703.

Compensation

Our board of directors determines compensation for our officers and directors. In determining the compensation, our board of directors considers the qualifications and experiences of a director or president and the responsibilities and risks of being a director or president of a public company.

Assessments

Our board of directors has no specific procedures for regularly assessing the effectiveness and contribution of our board of directors, its committees, if any, or individual director.

Committees of the Board of Directors

We currently act without a standing audit committee, compensation committee, nominating committee or corporate governance committee but our board of directors acts as our audit, compensation, nominating and corporate governance committee.

Audit Committee Disclosure

Audit Committee Charter

We do not have an audit committee charter.

Composition of the Audit Committee

Our board of directors acts as our audit committee and oversees the accounting and financial reporting processes and audits of the financial statements of our company.

Our board of directors consists of Ratree Yabamrung and Kotchaporn Bousing. Ms. Yabamrung is financially literate, but is not independent.

Relevant Education and Experience

Since 2008 Ms. Yabamrung has been the president of a US public company, namely SOEFL Inc. During these past two years she has been responsible for reviewing financial statements of SOEFL Inc. and has built a good understanding in this regard.

Reliance on Certain Exemptions

Since the commencement of our most recently completed financial year, we have not relied on the exemptions contained in sections 2.4 or 8 of National Instrument 52-110. Section 2.4 (De Minimis Non-audit Services) provides an exemption from the requirement that the audit committee must pre-approve all non-audit services to be provided by the auditors, where the total amount of fees related to the non-audit services are not expected to exceed 5% of the total fees payable to the auditors in the financial year in which the non-audit services were provided. Section 8

(Exemptions) permits a company to apply to a securities regulatory authority for an exemption from the requirements of National Instrument 52-110 in whole or in part.

Exemption

We are relying on the exemption provided by section 6.1 of National Instrument 52-110 which provides that our company, as a venture issuer, is not required to comply with Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of National Instrument 52-110.

Item 11 Executive Compensation

The following table sets forth the compensation paid during the fiscal years ended on December 31, 2010, 2009 and 2008. The compensation addresses all compensation awarded to, earned by, or paid to the named executive officer up to December 31, 2010. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any.


SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Ratree Yabamrung President, Treasurer and Director	2010 2009 2008	20,040 43,140 13,460	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	20,040 43,140 13,460
Kotchaporn Bousing ⁽¹⁾Secretary and Director	2010 2009	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil

(1) Accepted as secretary on November 18, 2009.

We did not pay any other salaries in 2010. There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and directors.

Long-term Incentive Plan Awards

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.

Employment Agreements

At present, we have no employees other than our current president, treasurer and director, Ratree Yabamrung. We have made provisions for paying cash and/or non-cash compensation to Ms. Yabamrung. Effective as of October 15, 2008, we agreed to pay Ms. Yabamrung a professional services’ fee of $20 per hour for time spent on our business. Ms. Yabamrung agreed to have any monies owing to her in relation to her services be considered a loan to our company. Ms. Yabamrung’s fee accrues each month and is added to any outstanding loan amount. If there is sufficient cash flow available from our future operations, we may in the future enter into a written employment agreement with Ms. Yabamrung, or enter into employment agreements with future key staff members.

Director Compensation

Our directors are not compensated by us for acting as such and we did not compensate our directors for acting as such during the fiscal year ended December 31, 2010.

Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

We have set forth in the following table certain information regarding the shares of our common stock beneficially owned on April 6, 2011 for (i) each stockholder we know to be the beneficial owner of 5% or more of the shares of our common stock, (ii) each of our company's executive officers and directors, and (iii) all executive officers and directors as a group. In general, a person is deemed to be a “beneficial owner” of a security if that person has or shares the power to vote or direct the voting of such security, or the power to dispose or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which the person has the right to acquire beneficial ownership within 60 days. As of April 6, 2011, we had 2,135,000 shares of our common stock issued and outstanding. Accordingly, 2,135,000 shares are entitled to one (1) vote per share at any meeting of shareholders.


Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership ⁽¹⁾	Percentage of Class ⁽²⁾
Common Stock	Ratree Yabamrung Suite 21, 205.5 Moo 10, Pattaya 2nd Road, Nongprue, Banglamung, Chonburi 20150 Thailand	1,500,000	70.26%
Common Stock	Kotchaporn Bousing 410 Soi Charunrat, Klongton Sai, Klongsan, Bangkok 10600 Thailand	25,000	1.17%
Common Stock	Directors and Officers (2 – as a group)	1,525,000	71.43%

(1) Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable.

(2) Percentage based on 2,135,000 shares of common stock outstanding on April 6, 2011.

Changes in Control

As of the date of this annual report on Form 10-K, management had no knowledge of any arrangements which may at a subsequent date result in a change in control of our company.

Equity Compensation Plan Information

Since our inception on October 15, 2008, we have not had any equity compensation plans either approved or not approved by our security holders.

Item 13 Certain Relationships and Related Transactions, and Director Independence

Transactions with Related Persons

Other than as listed below, we have not been a party to any transaction, proposed transaction, or series of transactions in which, to our knowledge, any of our directors, officers, five percent beneficial security holder, or any member of the immediate family of the foregoing persons has had or will have a direct or indirect material interest since our inception on October 15, 2008.

On October 16, 2008, we issued a total of 1,500,000 shares of common stock to Ratree Yabamrung, our president, treasurer and a director, and a holder of approximately 70.26% of issued and outstanding shares of our common stock, for total cash consideration of $1,500. This was accounted for as a purchase of common stock.

Effective as of October 31, 2008, we entered into a shareholder loan agreement with Ms. Yabamrung, whereby Ms. Yabamrung agreed to loan us funds, as required, to operate our business. The term of the loan was indefinite, and the loan could be repaid at any time, in part or in full. It was expected that the loan would be repaid on or prior to December 31, 2010, but this is not required and was not done. There were no interest payments during the life of the loan, but the repayment amount would include all interest that accrues while the loan is outstanding. The interest rate on the loan was 4.0% and would accrue annually. The amount outstanding at December 31, 2010 was $41,941, the amount of principal paid since inception on October 15, 2008 was nil, the amount of interest paid since inception on October 15, 2008 is nil and the amount of interest payable at December 31, 2009 was $778.

Director Independence

Our directors, Ratree Yabamrung and Kotchaporn Bousing are not independent because they are officers of our company. The determination of independence of a director has been made using the definition of “independent director” contained under NASDAQ Marketplace Rule 4200(a)(15).

Item 14 Principal Accounting Fees and Services

Audit Fees

The aggregate fees billed or expected to be billed for the most recently completed fiscal years ended December 31, 2010 and 2009 for professional services rendered by Seale and Beers CPA's, LLC, Certified Public Accountants, for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q or services that are normally provided by Seale and Beers CPA's, LLC, Certified Public Accountants, in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:


	2010	2009
Audit Fees	$10,000	$3,000
Audit Related Fees	Nil	Not applicable
Tax Fees	Nil	Not applicable
All Other Fees	Nil	Not applicable
Total Fees	$10,000	$3,000

Pre-Approval Policies and Procedures

Effective May 6, 2003, the SEC adopted rules that require that before Seale and Beers CPA's, LLC is engaged by us to render any auditing or permitted non-audit related service, the engagement be:

approved by our audit committee; or

entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee's responsibilities to management.

Our board of directors, which acts as our audit committee, pre-approved all services provided by our independent accountant. All of the services and fees described under the categories of “Audit Fees”, “Audit Related Fees”, “Tax Fees” and “All Other Fees” were reviewed and approved by our board of directors before the respective services were rendered.

Our board of directors has considered the nature and amount of the fees billed by Seale and Beers CPA's, LLC, and believes that the provision of the services for activities unrelated to the audit is compatible with maintaining the independence of Seale and Beers CPA's, LLC.

PART IV

Item 15 Exhibits, Financial Statement Schedules

Exhibits Required by Item 601 of Regulation S-K


(3)	Articles of Incorporation and By-laws
3.1	Articles of Incorporation (incorporated by reference from our Registration Statement on Form S-1 filed on March 23, 2009)
3.2	Bylaws (incorporated by reference from our Registration Statement on Form S-1 filed on March 23, 2009)
(10)	Material Contracts
10.1	Shareholder Loan Agreement between SOEFL Inc. and Ratree Yabamrung (incorporated by reference from our Registration Statement on Form S-1 filed on March 23, 2009)
10.2	Form of Private Placement Subscription Agreement (incorporated by reference from our Registration Statement on Form S-1 filed on March 23, 2009)
(23)	Consent of Experts and Counsel
23.1*	Consent of Independent Registered Public Accounting Firm
(31)	Section 302 Certification
31.1*	Section 302 Certification of Ratree Yabamrung
31.2*	Section 302 Certification of Kotchaporn Bousing
(32)	Section 906 Certification
32.1*	Section 906 Certification of Ratree Yabamrung
32.2*	Section 906 Certification of Kotchaporn Bousing
* Filed 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 annual report to be signed on its behalf by the undersigned, thereunto duly authorized.