Filed pursuant to Rule 424(b)(3)
Registration No. 333-157175

SEAOSPA, INC.

1,400,618 SHARES OF COMMON STOCK

OFFERING PRICE $0.05 PER SHARE

The selling stockholders named in this prospectus are offering for resale
1,400,618 shares of our common stock at an offering price of $0.05 per share of
common stock until our shares are quoted on the Over-the-Counter Bulletin Board,
and thereafter at prevailing market prices or privately negotiated prices. We
will pay all expenses incurred in this offering (other than transfer taxes), and
the selling stockholders will receive all of the net proceeds from this
offering.

OUR BUSINESS IS SUBJECT TO MANY RISKS AND AN INVESTMENT IN OUR COMMON STOCK WILL
ALSO INVOLVE A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE FACTORS
DESCRIBED UNDER THE HEADING "RISK FACTORS" BEGINNING ON PAGE 4 BEFORE INVESTING
IN OUR COMMON STOCK.

There is currently no public market for our common stock and we have not applied
for listing or quotation on any public market. We intend to seek a market maker
to file an application with the Financial Industry Regulatory Authority to have
our common stock quoted on the Over-the-Counter Bulletin Board. We do not
currently have a market maker who is willing to list quotations for our common
stock, and there can be no assurance that an active trading market for our
shares will develop, or, if developed, that it will be sustained.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

No underwriter or other person has been engaged to facilitate the sale of shares
of common stock in this offering. You should rely only on the information
contained in this prospectus and the information we have referred you to. We
have not authorized any person to provide you with any information about this
offering, Seaospa, Inc. or the shares of our common stock offered hereby that is
different from the information included in this prospectus. If anyone provides
you with different information, you should not rely on it.

The date of this prospectus is April 20, 2009

TABLE OF CONTENTS

THE FOLLOWING TABLE OF CONTENTS HAS BEEN DESIGNED TO HELP YOU FIND INFORMATION
CONTAINED IN THIS PROSPECTUS. WE ENCOURAGE YOU TO READ THE ENTIRE PROSPECTUS.

Page
----

PROSPECTUS SUMMARY......................................................... 1

RISK FACTORS............................................................... 4

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS.................. 11

TAX CONSIDERATIONS......................................................... 11

USE OF PROCEEDS............................................................ 11

DETERMINATION OF THE OFFERING PRICE........................................ 11

MARKET FOR OUR COMMON STOCK................................................ 12

DIVIDEND POLICY............................................................ 12

DILUTION................................................................... 12

SELLING STOCKHOLDERS....................................................... 13

PLAN OF DISTRIBUTION....................................................... 15

DESCRIPTION OF SECURITIES.................................................. 17

SHARES ELIGIBLE FOR FUTURE SALE............................................ 19

EXPERTS.................................................................... 19

LEGAL REPRESENTATION....................................................... 20

OUR BUSINESS............................................................... 21

LEGAL MATTERS.............................................................. 25

MANAGEMENT................................................................. 25

EXECUTIVE COMPENSATION..................................................... 27

COMPENSATION OF DIRECTORS.................................................. 27

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............................. 27

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT............. 28

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION....................... 29

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION....................................................... 30

WHERE YOU CAN GET MORE INFORMATION......................................... 34

FINANCIAL STATEMENTS....................................................... 35

PROSPECTUS SUMMARY

THIS SUMMARY HIGHLIGHTS CERTAIN INFORMATION CONTAINED ELSEWHERE IN THIS
PROSPECTUS. YOU SHOULD READ THE ENTIRE PROSPECTUS CAREFULLY, INCLUDING OUR
FINANCIAL STATEMENTS AND RELATED NOTES, AND ESPECIALLY THE RISKS DESCRIBED UNDER
"RISK FACTORS" BEGINNING ON PAGE 4. ALL REFERENCES TO "WE," "US," "OUR,"
"SEAOSPA," "COMPANY" OR SIMILAR TERMS USED IN THIS PROSPECTUS REFER TO SEAOSPA,
INC. UNLESS OTHERWISE INDICATED, THE TERM "FISCAL YEAR" REFERS TO OUR FISCAL
YEAR ENDING DECEMBER 31. UNLESS OTHERWISE INDICATED, THE TERM "COMMON STOCK"
REFERS TO SHARES OF THE COMPANY'S COMMON STOCK.

CORPORATE BACKGROUND AND BUSINESS OVERVIEW

We were incorporated in the state of Nevada on November 2, 2007. Our offices are
currently located at 3 Hahistadrut St., Suite #6, Kiryat Yam, Israel 29056. Our
telephone number is +1 (877) 841-5343. We have a website at
http://www.seaospa.com, however, the information contained on our website does
not form a part of the registration statement of which this prospectus is a
part.

We are a development stage company that has no, or minimal, revenue and has had
limited operations to date. From November 2, 2007 (inception) to December 31,
2008, we have incurred accumulated net losses of $7,700. Based on our financial
history since inception, our independent auditor has expressed doubt as to our
ability to continue as a going concern.

We are engaged in the marketing of skin care, hair care and body treatment
products. Currently we are focusing on marketing of Dead Sea products from
Israel. We operate our own retail online store where we sell our products direct
to consumers at www.seaospa.com.

We have two executive officers who also serve as our directors. Mr. Terner, our
President, Treasurer and a Director, resides in Israel. He has fourteen years of
experience marketing and distributing Dead Sea products from Israel in Romania.
Mr. Yossi Benitah, our Secretary and a Director, resides in Israel. He has
thirty years of experience as an entrepreneur operating an electrical services
company in Israel. Neither of our officers lives in Nevada, the state of our
incorporation, or the United States.

From our inception to date, we have not generated minimal revenues, and our
operations have been limited to organizational, start-up, operating our online
retail store and capital formation activities. Between November 2007 and
November 2008, we were focused primarily on raising capital to execute our
business plan, and on November 20, 2008 we closed on a private placement of our
common stock pursuant to which we sold 1,869,918 shares of our common stock for
total gross proceeds of $56,097. We have sold and issued an aggregate of
4,869,918 shares of our common stock since our inception through the November
20, 2008 private placement and the private placement of our common stock to
members of our management, for total proceeds of approximately $57,000. Since
our inception we have not made any significant purchases or sales of assets, nor
have we been involved in any mergers, acquisitions or consolidations.

SUMMARY OF THE OFFERING

Shares of common stock being
offered by the selling
stockholders: 1,400,618 shares of our common stock.

Offering price: $0.05 per share of common stock.

Number of shares outstanding
before the offering: 4,869,918

Number of shares outstanding
after the offering, if all
the shares are sold: 4,869,918

Our executive officers and directors
currently hold 61.6% of our shares, and, as a
result, they retain control over our
direction.

Market for the common stock: There is no public market for our common
stock. After the effective date of the
registration statement of which this
prospectus is a part, we intend to seek a
market maker to file an application on our
behalf to have our common stock quoted on the
Over-the-Counter Bulletin Board. We currently
have no market maker who is willing to list
quotations for our stock. There is no
assurance that a trading market will develop,
or, if developed, that it will be sustained.

Use of Proceeds: We will not receive any proceeds from the
sale of the shares of common stock by the
selling stockholders identified in this
prospectus. The selling stockholders will
receive all net proceeds from the sale of the
shares offered by this prospectus.

Risk Factors: See "Risk Factors" beginning on page 4 and
the other information in this prospectus for
a discussion of the factors you should
consider before deciding to invest in shares
of our common stock.

Dividend Policy: We have not declared or paid any dividends on
our common stock since our inception, and we
do not anticipate paying any such dividends
for the foreseeable future.

SUMMARY FINANCIAL DATA

The following summary financial information for the period from November 2, 2007
(date of inception) through December 31, 2008, includes statement of operations
and balance sheet data from our audited financial statements. The information
contained in this table should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operation" and the
financial statements and accompanying notes included in this prospectus.

Our auditors have issued an audit opinion which includes a statement describing
their doubts about whether we will continue as a going concern. In addition, our
financial status creates substantial doubt whether we will continue as a going
concern.

STATEMENT OF OPERATIONS

Period from Inception
(November 2, 2007) to
December 31, 2008
-----------------

Net loss $ 7,700

Net loss per common share: --
Basic and diluted (less than $0.01 per share) 0

Weighted average number of Common shares outstanding: 3,215,169

BALANCE SHEET DATA

December 31, 2008
-----------------

Total assets $ 49,228
Total liabilities --
Total Liabilities and Stockholders' Equity $ 49,228

RISK FACTORS

AN INVESTMENT IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD
CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS AND OTHER INFORMATION IN THIS
PROSPECTUS BEFORE DECIDING TO INVEST IN OUR COMPANY. IF ANY OF THE FOLLOWING
RISKS ACTUALLY OCCUR, OUR BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS
AND PROSPECTS FOR GROWTH COULD BE SERIOUSLY HARMED. AS A RESULT, THE TRADING
PRICE OF OUR COMMON STOCK COULD DECLINE AND YOU COULD LOSE ALL OR PART OF YOUR
INVESTMENT.

RISKS RELATED TO OUR BUSINESS

WE HAVE NO MATERIAL REVENUES TO DATE AND WE MAINTAINED LOSSES SINCE INCEPTION.

We have yet to generate any material operating revenues and have no significant
tangible assets. During the fiscal years 2007 and 2008 respectively, we incurred
net losses of ($900), ($6,870). As of December 31, 2008, we had an accumulated
deficit of ($7,770) and there can be no assurance that we will generate profits
in future operating years. Once fully operational, we may experience revenues
lower than anticipated and/or an increase in unfunded expenses. Accordingly,
there may be substantial fluctuations in our revenues and expenses. Until such a
time, if ever, that we receive significant revenues from our operations, we
expect to report losses. We are also unable to predict when, if ever, we will
achieve sustained operating profitability.

AS A COMPANY IN THE EARLY STAGE OF DEVELOPMENT WITH AN UNPROVEN BUSINESS
STRATEGY, OUR LIMITED HISTORY OF OPERATIONS MAKES EVALUATION OF OUR BUSINESS AND
PROSPECTS DIFFICULT.

We were incorporated on November 2, 2007. Our business prospects are difficult
to predict because of our limited operating history, early stage of development
and unproven business strategy. Our primary business activities will be focused
on marketing of skin care, hair care and body treatment products. Although we
believe that our products have significant profit potential, we may not attain
profitable operations and our management may not succeed in realizing our
business objectives.

OUR BUSINESS PLAN MAY BE UNSUCCESSFUL, AND IF IT FAILS, WE WILL NOT HAVE
ALTERNATE SERVICES OR PRODUCTS TO OFFER TO ENSURE OUR CONTINUATION AS A GOING
CONCERN.

The success of our business plan is dependent on the marketing of skin care,
hair care and body treatment products. Currently we are focusing on Dead Sea
products from Israel. Our ability to market these products is unproven, and the
lack of operating history makes it difficult to validate our business plan. In
addition, the success of our business plan is dependent upon the market
acceptance of our products. Should our products be too narrowly focused or
should the target market not be as responsive as we anticipate, we will not have
in place alternate services or products that we can offer to ensure our
continuation as a going concern.

WE HAVE MAINTAINED LOSSES SINCE INCEPTION, WHICH WE EXPECT WILL CONTINUE IN THE
FUTURE.

Our management believes that the prior investment of approximately $57,000 by
our current stockholders will be sufficient to commence and continue our planned
activities for approximately 12 months after this offering. We expect, however,
to continue to incur operating losses in future periods. These losses will occur
because we do not yet have any revenues to offset the expenses associated with
the development of our online retail store and the marketing of our products. We
cannot guarantee that we will ever be successful in generating revenues in the
future. We recognize that if we are unable to generate revenues, we will not be
able to earn profits or continue operations. There is no history upon which to

base any assumption as to the likelihood that we will prove successful, and we
can provide investors with no assurance that we will generate any operating
revenues or ever achieve profitable operations. If we are unsuccessful in
addressing these risks, our business will most likely fail.

OUR INDEPENDENT AUDITORS HAVE EXPRESSED DOUBT ABOUT OUR ABILITY TO CONTINUE AS A
GOING CONCERN, INDICATING THE POSSIBILITY THAT WE MAY NOT BE ABLE TO CONTINUE TO
OPERATE.

We have incurred net losses of $7,770 for the period from November 2, 2007 (date
of inception) through December 31, 2008. We anticipate generating losses for the
next 12 months. Therefore, we may be unable to continue operations in the future
as a going concern. No adjustment has been made in the accompanying financial
statements to the amounts and classification of assets and liabilities which
could result should we be unable to continue as a going concern. In addition,
our independent auditors included an explanatory paragraph in their report on
the accompanying financial statements regarding concerns about our ability to
continue as a going concern.

To date, we have completed only initial stages of our business plan and we can
provide no assurance that we will be able to generate enough revenue from our
business in order to achieve profitability. It is not possible at this time for
us to predict with assurance the potential success of our business. The revenue
and income potential of our proposed business and operations are unproven, and
the lack of operating history makes it difficult to evaluate the future
prospects of our business. If we cannot continue as a viable entity, our
stockholders may lose some or all of their investment in our Company.

WE MAY NOT BE ABLE TO EXECUTE OUR BUSINESS PLAN OR STAY IN BUSINESS WITHOUT
ADDITIONAL FUNDING.

Our ability to successfully market our products to generate significant
operating revenues depends on our ability to obtain the necessary financing to
implement our business plan. We raised approximately $57,000 from private
placements of our common stock, which we required to commence operations and
which will help us remain operational during the next 12 months.

At December 31, 2008 we had $49,228 of cash of which we anticipate needing
approximately $9,303.67 for expenses associated with this Registration Statement
(See "Other Expenses if Issuance and Distribution"). Our budget expenditures for
the next twelve months are $55,680. Therefore, we presently have a budget
shortfall of approximately $15,755.

How long Seaospa will be able to satisfy its cash requirements depends on how
quickly our company can generate revenue and how much revenue can be generated.
We must generate at least $15,755 in net revenues from present to October 2009
in order to fund all expenditures under our 12 month budget

We will require additional financing, through issuance of debt and/or equity, in
order to establish profitable operations. Such financing, if required, may not
be forthcoming. Even if additional financing is available, it may not be
available on terms we find favorable. At this time, there are no anticipated
sources of additional funds in place. Failure to secure the needed additional
financing will have an adverse effect on our ability to remain in business.

BECAUSE OUR CURRENT OFFICERS AND DIRECTORS ARE NOT RESIDENTS OF THE UNITED
STATES, IT MAY BE DIFFICULT FOR SHAREHOLDERS TO RECOVER AGAINST THEM.

Both of our officers and directors are located outside of the United States, in
Israel. Were one or more shareholders to bring an action against our management
in the United States and succeed, either through default or on the merits, and
obtain a financial award against an officer or director of the Company, that
shareholder may be required to enforce and collect on his, her or its judgment

in these countries, unless the officer or director owned assets which were
located in the United States. Further, shareholder efforts to bring an action in
these countries against its citizens for any alleged breach of a duty in a
foreign jurisdiction may be difficult, as prosecution of a claim in a foreign
jurisdiction, and in particular a foreign nation, is fraught with difficulty and
may be effectively, if not financially, unfeasible.

WE HAVE LIMITED SALES AND MARKETING EXPERIENCE, WHICH INCREASES THE RISK OF OUR
INABILITY TO BUILD A SUCCESSFUL BUSINESS.

Our management has limited marketing experience. Our President, Treasurer and
director, Yakov Terner, who will be primarily responsible for marketing and
sales of our products, although he has experience marketing Dead Sea products to
retail stores in Romania, he has no experience marketing these products online
in North America, our target market. Further, we have budgeted only $14,000
toward these efforts over the next 12 months, which is a very limited amount of
capital with which to launch our effort. Given the relatively small budget and
limited experience of our officers, there can be no assurance that our efforts
will be successful. Further, if our initial efforts to create a market for our
products are not successful, there can be no assurance that we will be able to
attract and retain qualified individuals with the necessary marketing and sales
expertise to significantly grow our sales. Our future success will depend, among
other factors, upon whether our product can be sold at a profitable price and
the extent to which consumers acquire, adopt, and continue to use it. There can
be no assurance that our product will gain wide acceptance in its targeted
markets or that we will be able to effectively market our product.

IF OUR ESTIMATES RELATED TO EXPENDITURES ARE ERRONEOUS OR INACCURATE, OUR
BUSINESS WILL FAIL AND YOU COULD LOSE YOUR ENTIRE INVESTMENT.

Our success is dependent in part upon the accuracy of our management's estimates
of expenditures for legal and accounting services, including those that we
expect to incur as a publicly reporting company, and for the maintenance of our
online retail store, the marketing of our products, and administrative expenses,
which management estimates to total approximately $55,680 over the next 12
months. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations - Expenditures" below for additional detail. If such
estimates are erroneous or inaccurate, or we encounter unforeseen costs, we may
not be able to carry out our business plan, which could result in the failure of
our business and you could lose your entire investment.

THE BODY TREATMENT PRODUCTS AND RELATED PRODUCTS INDUSTRY IS EXPERIENCING
CONSOLIDATION, IS INTENSELY COMPETITIVE AND IS EXPECTED TO BECOME EVEN MORE
COMPETITIVE IN THE NEAR FUTURE - WORLDWIDE. Seaospa will be competing with a
number of companies which have considerably greater financial, personnel,
marketing, technical and operating resources. Consequently, such competitors may
be in a better position than us to take advantage of market needs, acquisitions
and other opportunities, and devote greater resources to the marketing and sale
of their products and services. To meet such competition, we will attempt to
employ qualified personnel, provide high quality products and services, and
attempt to maintain a lower cost of production than our competitors. We also
believe our ability to compete successfully will depend on such factors as
marketing presence; our marketing abilities; the pricing policies of our
competitors; the timing of introductions of new products and services by us; the
ability to keep costs down; the ability to adapt to changing market conditions;
and industry and general economic trends. There cannot, however, be any
certainty that we will be able to locate or retain such personnel, keep costs
down or provide such products and services on terms favorable to us.

DEPENDENCE ON THIRD PARTIES AND CERTAIN RELATIONSHIPS.

We will be dependent on our relationships with certain Dead Sea manufacturers
and body care suppliers. Our business is also generally dependent upon our
ability to obtain the services of marketing, public relations and advertising

experts. Our potential failure to obtain the services of any person or entity
upon which it is dependent, or the inability to replace such relationship would
have a material adverse impact on our business prospects, financial condition
and results of operations. In addition, we have a specific dependence on the
telephone, Internet and the integration of the two aforementioned into our
information management system. Any disruption on the flow of information and
data to this system will significantly impact service to customers and therefore
financial performance.

OUR OFFICERS AND DIRECTORS WILL COLLECTIVELY ALLOCATE ONLY A PORTION OF THEIR
TIME TO OUR COMPANY'S BUSINESS, WHICH COULD HAVE A NEGATIVE IMPACT ON SEAOSPA'S
SUCCESS.

Currently, our officers and directors allocate only a portion of their time, or
up to approximately 10-15 hours per week, to the operation of Seaospa's
business. If our business develops faster than anticipated, or if their other
commitments require devotion of more substantial amounts of time, our ability to
create and sustain a successful business could be negatively impacted.

WE NEED TO RETAIN KEY PERSONNEL TO SUPPORT OUR PRODUCT AND ONGOING OPERATIONS.

The maintenance of our online retail store and the marketing of our products
will continue to place a significant strain on our management and other
resources. Our future success depends upon the continued services of our
executive officers who have critical industry experience and relationships that
we rely on to implement our business plan. The loss of the services of Yakov
Terner, our President, Treasurer and a Director, would negatively impact our
ability to sell our products, which could adversely affect our financial results
and impair our growth. Currently, we have no employment agreement with Mr.
Terner and do not anticipate entering into any such agreement in the foreseeable
future.

RISKS RELATING TO OUR COMMON STOCK

THERE IS CURRENTLY NO PUBLIC MARKET FOR OUR SECURITIES, AND THERE CAN BE NO
ASSURANCE THAT ANY PUBLIC MARKET WILL DEVELOP OR THAT OUR COMMON STOCK WILL BE
QUOTED FOR TRADING.

Prior to this offering, there has been no public market for our securities and
there can be no assurance that an active trading market for the securities
offered herein will develop after this offering, or, if developed, be sustained.
After the effective date of the registration statement of which this prospectus
is a part, we intend to identify a market maker to file an application with the
Financial Industry Regulatory Authority ("FINRA") to have our common stock
quoted on the Over-the-Counter Bulletin Board. We do not currently have a market
maker who is willing to participate in this application process, and even if we
identify a market maker, there can be no assurance as to whether such
application will be accepted. Our common stock may never be quoted on the
Over-the-Counter Bulletin Board, or, even if quoted, a public market may not
materialize.

If our securities are not eligible for initial quotation, or if quoted, are not
eligible for continued quotation on the Over-the-Counter Bulletin Board or a
public trading market does not develop, purchasers of the common stock may have
difficulty selling or be unable to sell their securities should they desire to
do so, rendering their shares effectively worthless and resulting in a complete
loss of their investment.

BECAUSE WE WILL BE SUBJECT TO "PENNY STOCK" RULES ONCE OUR SHARES ARE QUOTED ON
THE OVER-THE-COUNTER BULLETIN BOARD, THE LEVEL OF TRADING ACTIVITY IN OUR STOCK
MAY BE REDUCED.

Broker-dealer practices in connection with transactions in "penny stocks" are
regulated by penny stock rules adopted by the Securities and Exchange
Commission. Penny stocks generally are equity securities with a price of less
than $5.00 (other than securities registered on some national securities

exchanges). The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document that provides information about penny
stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction, and, if the broker-dealer is the sole market
maker, the broker-dealer must disclose this fact and the broker-dealer's
presumed control over the market, and monthly account statements showing the
market value of each penny stock held in the customer's account. In addition,
broker-dealers who sell these securities to persons other than established
customers and "accredited investors" must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. Consequently, these
requirements may have the effect of reducing the level of trading activity, if
any, in the secondary market for a security subject to the penny stock rules. If
a trading market does develop for our common stock, these regulations will
likely be applicable, and investors in our common stock may find it difficult to
sell their shares.

FINRA SALES PRACTICE REQUIREMENTS MAY LIMIT A STOCKHOLDER'S ABILITY TO BUY AND
SELL OUR STOCK.

FINRA has adopted rules that require that in recommending an investment to a
customer, a broker-dealer must have reasonable grounds for believing that the
investment is suitable for that customer. Prior to recommending speculative low
priced securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customer's financial status,
tax status, investment objectives and other information. Under interpretations
of these rules, FINRA believes that there is a high probability that speculative
low priced securities will not be suitable for at least some customers. FINRA
requirements make it more difficult for broker-dealers to recommend that their
customers buy our common stock, which may have the effect of reducing the level
of trading activity in our common stock. As a result, fewer broker-dealers may
be willing to make a market in our common stock, reducing a stockholder's
ability to resell shares of our common stock.

STATE SECURITIES LAWS MAY LIMIT SECONDARY TRADING, WHICH MAY RESTRICT THE STATES
IN WHICH YOU CAN SELL THE SHARES OFFERED BY THIS PROSPECTUS.

If you purchase shares of our common stock sold by the selling stockholders in
this offering, you may not be able to resell the shares in any state unless and
until the shares of our common stock are qualified for secondary trading under
the applicable securities laws of such state or there is confirmation that an
exemption, such as listing in certain recognized securities manuals, is
available for secondary trading in such state. There can be no assurance that we
will be successful in registering or qualifying our common stock for secondary
trading, or identifying an available exemption for secondary trading in our
common stock in every state. If we fail to register or qualify, or to obtain or
verify an exemption for the secondary trading of, our common stock in any
particular state, the shares of common stock could not be offered or sold to, or
purchased by, a resident of that state. In the event that a significant number
of states refuse to permit secondary trading in our common stock, the market for
the common stock will be limited which could drive down the market price of our
common stock and reduce the liquidity of the shares of our common stock and a
stockholder's ability to resell shares of our common stock at all or at current
market prices, which could increase a stockholder's risk of losing some or all
of his investment.

THE PRICE OF OUR COMMON STOCK MAY BE VOLATILE, WHICH SUBSTANTIALLY INCREASES THE
RISK THAT YOU MAY NOT BE ABLE TO SELL YOUR SHARES AT OR ABOVE THE PRICE THAT YOU
MAY PAY FOR THE SHARES.

Even if our shares are quoted for trading on the OTCBB following this offering
and a public market develops for our common stock, the market price of our
common stock may be volatile. It may fluctuate significantly in response to the
following factors:

* variations in quarterly operating results;

* our announcements of significant contracts and achievement of
milestones;

* our relationships with other companies or capital commitments;

* additions or departures of key personnel;

* sales of common stock or termination of stock transfer restrictions;

* changes in financial estimates by securities analysts, if any; and

* fluctuations in stock market price and volume.

Your inability to sell your shares during a decline in the price of our stock
may increase losses that you may suffer as a result of your investment.

OUR INSIDERS BENEFICIALLY OWN A SIGNIFICANT PORTION OF OUR STOCK, AND
ACCORDINGLY, MAY HAVE CONTROL OVER STOCKHOLDER MATTERS, THE COMPANY'S BUSINESS
AND MANAGEMENT.

As of April 13, 2009 our executive officers and directors beneficially own
3,000,000 shares of our common stock in the aggregate, or approximately 61.60%
of our issued and outstanding common stock. Mr. Yakov Terner, our President,
Treasurer and a Director, owns 1,500,000 shares of our common stock, or
approximately 30.80%, and Mr. Yossi Benitah, our Secretary and a Director, owns
1,500,000 shares of our common stock, or approximately 30.80%. As a result, our
executive officers, directors and affiliated persons will have significant
influence to:

* elect or defeat the election of our directors;

* amend or prevent amendment of our articles of incorporation or bylaws;

* effect or prevent a merger, sale of assets or other corporate
transaction; and

* affect the outcome of any other matter submitted to the stockholders
for vote.

Moreover, because of the significant ownership position held by our insiders,
new investors will not be able to effect a change in the Company's business or
management, and therefore, shareholders would be subject to decisions made by
management and the majority shareholders.

In addition, sales of significant amounts of shares held by our directors and
executive officers, or the prospect of these sales, could adversely affect the
market price of our common stock. Management's stock ownership may discourage a
potential acquirer from making a tender offer or otherwise attempting to obtain
control of us, which in turn could reduce our stock price or prevent our
stockholders from realizing a premium over our stock price.

THE PRICE OF OUR SHARES IN THIS OFFERING WAS DETERMINED BY US AND MAY NOT
REFLECT THE ACTUAL MARKET PRICE FOR THE SECURITIES.

The initial offering price of the common stock offered by the selling
stockholders pursuant to this prospectus was determined by us arbitrarily. The
price is not based on our financial condition and prospects, market prices of
similar securities of comparable publicly traded companies, certain financial
and operating information of companies engaged in similar activities to ours, or
general conditions of the securities market. The price may not be indicative of
the market price, if any, for the common stock in the trading market after this
offering. The market price of the securities offered herein, if any, may decline
below the initial public offering price. The stock market has experienced
extreme price and volume fluctuations. In the past, securities class action
litigation has often been instituted against various companies following periods

of volatility in the market price of their securities. If instituted against us,
regardless of the outcome, such litigation would result in substantial costs and
a diversion of management's attention and resources, which would increase our
operating expenses and affect our financial condition and business operations.

BECAUSE WE DO NOT INTEND TO PAY ANY DIVIDENDS ON OUR COMMON STOCK, HOLDERS OF
OUR COMMON STOCK MUST RELY ON STOCK APPRECIATION FOR ANY RETURN ON THEIR
INVESTMENT.

There are no restrictions in our Articles of Incorporation or Bylaws that
prevent us from declaring dividends. The Nevada Revised Statutes, however, do
prohibit us from declaring dividends where, after giving effect to the
distribution of the dividend we would not be able to pay our debts as they
become due in the usual course of business; or our total assets would be less
than the sum of our total liabilities plus the amount that would be needed to
satisfy the rights of shareholders who have preferential rights superior to
those receiving the distribution. We have not declared or paid any dividends on
our common stock since our inception, and we do not anticipate paying any such
dividends for the foreseeable future. Accordingly, holders of our common stock
will have to rely on capital appreciation, if any, to earn a return on their
investment in our common stock.

ADDITIONAL ISSUANCES OF OUR SHARES OF COMMON STOCK MAY RESULT IN IMMEDIATE
DILUTION TO EXISTING SHAREHOLDERS.

We are authorized to issue up to 100,000,000 shares of common stock, of which
4,869,918 shares are issued and outstanding. Our Board of Directors has the
authority to cause us to issue additional shares of common stock, and to
determine the rights, preferences and privilege of such shares, without consent
of any of our stockholders. We may issue shares in connection with financing
arrangements or otherwise. Any such issuances will result in immediate dilution
to our existing shareholders' interests, which will negatively affect the value
of your shares.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

THIS PROSPECTUS CONTAINS FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO
OUR BUSINESS THAT ARE BASED ON OUR BELIEFS AS WELL AS ASSUMPTIONS MADE BY US OR
BASED UPON INFORMATION CURRENTLY AVAILABLE TO US. THESE STATEMENTS REFLECT OUR
CURRENT VIEWS AND ASSUMPTIONS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO
RISKS AND UNCERTAINTIES. FORWARD-LOOKING STATEMENTS ARE OFTEN IDENTIFIED BY
WORDS LIKE: "BELIEVE," "EXPECT," "ESTIMATE," "ANTICIPATE," "INTEND," "PROJECT"
AND SIMILAR EXPRESSIONS OR WORDS WHICH, BY THEIR NATURE, REFER TO FUTURE EVENTS.
IN SOME CASES, YOU CAN ALSO IDENTIFY FORWARD-LOOKING STATEMENTS BY TERMINOLOGY
SUCH AS "MAY," "WILL," "SHOULD," "PLANS," "PREDICTS," "POTENTIAL" OR "CONTINUE"
OR THE NEGATIVE OF THESE TERMS OR OTHER COMPARABLE TERMINOLOGY. THESE STATEMENTS
ARE ONLY PREDICTIONS AND INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND
OTHER FACTORS, INCLUDING THE RISKS IN THE SECTION ENTITLED RISK FACTORS
BEGINNING ON PAGE 4, THAT MAY CAUSE OUR OR OUR INDUSTRY'S ACTUAL RESULTS, LEVELS
OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM ANY
FUTURE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR
IMPLIED BY THESE FORWARD-LOOKING STATEMENTS. IN ADDITION, YOU ARE DIRECTED TO
FACTORS DISCUSSED IN THE MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION SECTION BEGINNING ON PAGE 30, AND THE SECTION
ENTITLED "OUR BUSINESS" BEGINNING ON PAGE 21, AND AS WELL AS THOSE DISCUSSED
ELSEWHERE IN THIS PROSPECTUS. OTHER FACTORS INCLUDE, AMONG OTHERS: GENERAL
ECONOMIC AND BUSINESS CONDITIONS; INDUSTRY CAPACITY; INDUSTRY TRENDS;
COMPETITION; CHANGES IN BUSINESS STRATEGY OR DEVELOPMENT PLANS; PROJECT
PERFORMANCE; AVAILABILITY, TERMS, AND DEPLOYMENT OF CAPITAL; AND AVAILABILITY OF
QUALIFIED PERSONNEL.

THESE FORWARD-LOOKING STATEMENTS SPEAK ONLY AS OF THE DATE OF THIS PROSPECTUS.
ALTHOUGH WE BELIEVE THAT THE EXPECTATIONS REFLECTED IN THE FORWARD-LOOKING
STATEMENTS ARE REASONABLE, WE CANNOT GUARANTEE FUTURE RESULTS, LEVELS OF
ACTIVITY, OR ACHIEVEMENTS. EXCEPT AS REQUIRED BY APPLICABLE LAW, INCLUDING THE
SECURITIES LAWS OF THE UNITED STATES, WE EXPRESSLY DISCLAIM ANY OBLIGATION OR
UNDERTAKING TO DISSEMINATE ANY UPDATE OR REVISIONS OF ANY OF THE FORWARD-LOOKING
STATEMENTS TO REFLECT ANY CHANGE IN OUR EXPECTATIONS WITH REGARD THERETO OR TO
CONFORM THESE STATEMENTS TO ACTUAL RESULTS.

TAX CONSIDERATIONS

We are not providing any tax advice as to the acquisition, holding or
disposition of the securities offered herein. In making an investment decision,
investors are strongly encouraged to consult their own tax advisor to determine
the U.S. federal, state and any applicable foreign tax consequences relating to
their investment in our securities.

USE OF PROCEEDS

We will not receive any proceeds from the sale of the common stock by the
selling stockholders pursuant to this prospectus. The selling stockholders named
herein will receive all proceeds from the sale of the shares of our common stock
in this offering. Please see "Selling Stockholders" below for a list of these
individuals.

We will pay all expenses (other than transfer taxes) of the selling stockholders
in connection with this offering.

DETERMINATION OF THE OFFERING PRICE

There is no established public market for our shares of common stock. The
offering price of $0.05 per share was determined by us arbitrarily. We believe
that this price reflects the appropriate price that a potential investor would
be willing to invest in our company at this initial stage of our development.
This price bears no relationship whatsoever to our business plan, the price paid

for our shares by our founders, our assets, earnings, book value or any other
criteria of value. The offering price should not be regarded as an indicator of
the future market price of the securities, which is likely to fluctuate.

The selling stockholders will offer the shares of common stock for resale at
$0.05 per share until our shares are quoted on the Over-the-Counter Bulletin
Board, and thereafter at prevailing market prices or privately negotiated
prices. See "Plan of Distribution" for additional information.

MARKET FOR OUR COMMON STOCK

MARKET INFORMATION

There is no established public market for our common stock.

After the effective date of the registration statement of which this prospectus
is a part, we intend to seek a market maker to file an application with the
Financial Industry Regulatory Authority, Inc., or FINRA, to have our common
stock quoted on the Over-the-Counter Bulletin Board. We do not currently have a
market maker who is willing to list quotations for our common stock, and there
can be no assurance that an active trading market for our shares will develop,
or, if developed, that it will be sustained.

We have issued 4,869,918 shares of our common stock since the Company's
inception on November 2, 2007, all of which are restricted shares. See "Certain
Relationships and Related Transactions" below for information with respect to
some of these shares. There are no outstanding options or warrants or securities
that are convertible into shares of common stock.

HOLDERS

We had 42 holders of record of our common stock as of April 13, 2009.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

We do not have any compensation plan under which equity securities are
authorized for issuance.

DIVIDEND POLICY

We have not paid any dividends since our incorporation and do not anticipate the
payment of dividends in the foreseeable future. At present, our policy is to
retain earnings, if any, to develop and market our product. The payment of
dividends in the future will depend upon, among other factors, our earnings,
capital requirements, and operating financial conditions.

DILUTION

The shares of common stock to be sold by the selling stockholders are shares
that are currently issued and outstanding. Accordingly, there will be no
dilution to our existing stockholders as a result of the offering by the selling
stockholders pursuant to this prospectus.

SELLING STOCKHOLDERS

The selling stockholders named in this prospectus are offering all of the
1,400,618 shares of common stock offered through this prospectus. The selling
stockholders are non-U.S. persons who acquired the 1,400,618 shares of common
stock offered through this prospectus from us in a private placement pursuant to
Regulation S of the Securities Act of 1933, as amended (the "Securities Act")
which closed on November 20, 2008, thus exempting these offerings from the
registration requirements of the Securities Act.

The following table provides as of April 13, 2009, information regarding the
beneficial ownership of our common stock held by each of the selling
stockholders, including:

1. The number and percentage of shares beneficially owned prior to this
offering;

2. The total number of shares to be offered hereby; and

3. The total number and percentage of shares that will be beneficially
owned upon completion of this offering.

All expenses incurred with respect to the registration of the offering by the
selling stockholders of these shares of common stock (other than transfer taxes)
will be borne by us, but we will not be obligated to pay any underwriting fees,
discounts, commissions or other expenses incurred by the selling stockholders in
connection with the sale of such shares.

The shares beneficially owned have been determined in accordance with rules
promulgated by the Securities and Exchange Commission, and the information is
not necessarily indicative of beneficial ownership for any other purpose. The
information in the table below is current as of the date of this prospectus. All
information contained in the table below is based upon information provided to
us by the selling stockholders and we have not independently verified this
information. The selling stockholders are not making any representation that any
shares covered by this prospectus will be offered for sale. The selling
stockholders may from time to time offer and sell pursuant to this prospectus
any or all of the common stock covered hereby.

For purposes of this table, beneficial ownership is determined in accordance
with the Securities and Exchange Commission rules, and includes investment power
with respect to shares and shares owned pursuant to warrants or options
exercisable within 60 days, if applicable. Except as indicated below, no selling
stockholders is the beneficial owner of any additional shares of common stock or
other equity securities issued by us or any securities convertible into, or
exercisable or exchangeable for, our equity securities.

We may require the selling stockholders to suspend the sales of the securities
offered by this prospectus upon the occurrence of any event that makes any
statement in this prospectus or the related registration statement untrue in any
material respect or that requires the changing of statements in these documents
in order to make statements in those documents not misleading.

Beneficial Ownership Beneficial Ownership
Prior to this Offering(1) After Offering
------------------------- Number of ------------------------
Name of Number of Shares Being Number of
Selling Stockholder Shares Percent(2) Offered Shares Percent(2)
- ------------------- ------ ---------- ------- ------ ----------

Yaron Borenstein (7) 251,800 5.17 10,000 241,800 4.97%
Dodel Golder (4) 10,000 * 10,000 0 0
Marta Terner (3) 91,767 1.88 91,767 0 0

Cecilia Golder (4) 10,000 * 10,000 0 0
Gideon Reifman 278,867 5.73 278,867 0 0
Nimrod Weisz 33,333 * 33,333 0 0
Alon Evenzur (7) 10,000 * 10,000 0 0
Shimon Faibish (5) 10,000 * 10,000 0 0
Carmen Faibish (5) 10,000 * 10,000 0 0
Hen Faibish (5) 10,000 * 10,000 0 0
Ana Borenstein (7) 10,000 * 10,000 0 0
Arie Toeg 12,000 * 12,000 0 0
Yona Dugin 10,067 * 10,067 0 0
Amir Suher 92,150 1.89 92,150 0 0
Irit Winter 77,067 1.58 77,067 0 0
Yevgenia Epstain Vars 19,433 * 19,433 0 0
Nir Hava 19,433 * 19,433 0 0
Anat Netzer 108,267 2.22 108,267 0 0
Klara Strul 49,167 1.01 49,167 0 0
Dina Gabai 28,267 * 28,267 0 0
Ophir Even (7) 237,500 4.88 10,000 227,500 4.67%
Bronia Fruhter 258,000 5.30 258,000 0 0
Yaniv Ben Moshe 12,933 * 12,933 0 0
Anat Chen Freeje 12,667 * 12,667 0 0
Mordechai Sagiv 12,933 * 12,933 0 0
Igal Kamm 12,933 * 12,933 0 0
Eliyahu Rossberger 12,667 * 12,667 0 0
Aharon Binyashvili (6) 9,917 * 9,917 0 0
Lali Binyashvili (6) 9,917 * 9,917 0 0
Maya Kliman 31,800 * 31,800 0 0
Rita Barazani 12,167 * 12,167 0 0
Itamar Sagiv 11,933 * 11,933 0 0
Yaron Drori 11,933 * 11,933 0 0
Zidky Daos 12,000 * 12,000 0 0
Andrei Tarta Arsene 9,750 * 9,750 0 0
Lucieta Gavril 10,000 * 10,000 0 0
Constantin Cosmin Gruia 9,750 * 9,750 0 0
Ferdinand Abella Juan 14,750 * 14,750 0 0
Laura Meddens 10,000 * 10,000 0 0
Karen Maike van Asperen Vervenne 14,750 * 14,750 0 0
--------- ----- --------- ------- ------
TOTAL 1,869,918 38.40% 1,400,618 469,300 9.64%

- ----------
* Represents less than 1%
(1) The named party beneficially owns and has sole voting and investment power
over all shares or rights to these shares, unless otherwise shown in the
table. The numbers in this table assume that none of the selling

stockholders sells shares of common stock not being offered pursuant to
this prospectus or purchases additional shares of common stock, and assumes
that all shares offered are sold.
(2) Applicable percentage of ownership is based on 4,869,918 shares of common
stock outstanding as of April 13, 2009, on a fully diluted basis.
(3) Marta Terner is the mother of Yakov Terner
(4) Cecilia Golder and Dodel Golder are husband and wife.
(5) Shimon Faibish and Carmin Faibish are husband and wife and the parents of
Hen Faibish.
(6) Aaron Binyashvili and Lali Binyashvili are husband and wife.
(7) Ana Bornstein is the mother of Alon Evenzur, Ophir Even and Yaron
Borenstein.

Except as disclosed above, none of the selling stockholders:

(i) has had a material relationship with us or any of our affiliates other
than as a stockholder at any time within the past three years;

(ii) served as one of our officers or directors; nor

(iii)is a registered broker-dealer or an affiliate of a broker-dealer.

PLAN OF DISTRIBUTION

This prospectus relates to the registration of the resale of 1,400,618 shares of
our common stock on behalf of the selling stockholders named herein.

The selling stockholders may sell some or all of their shares at a fixed price
of $0.05 per share until our shares are quoted on the Over-the-Counter Bulletin
Board and thereafter at prevailing market prices or privately negotiated prices.
Sales by selling stockholders must be made at the fixed price of $0.05 until a
market develops for the stock.

The shares may be sold or distributed from time to time by the selling
stockholders or by pledgees, donees or transferees of, or successors in interest
to, the selling stockholders, directly to one or more purchasers (including
pledgees) or through brokers or dealers who act solely as agents. The
distribution of the shares may be effected in one or more of the following
methods:

* Ordinary broker transactions, which may include long or short sales;

* Transactions involving cross or block trades on any securities or
market where our common stock is trading;

* Purchases by brokers or dealers as principal and resale by such
purchasers for their own accounts pursuant to this prospectus;

* an exchange distribution in accordance with the rules of the
applicable exchange;

* ordinary brokerage transactions and transactions in which the broker
solicits purchasers;

* privately negotiated transactions;

* at the market to or through market makers or into an existing market
for the shares;

* through transactions in options, swaps or other derivatives (whether
exchange listed or otherwise);

* In other ways not involving market makers or established trading
markets, including direct sales to purchasers or sales effected
through agents; or

* Any combination of the foregoing.

The selling security holders may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this prospectus.

In addition, the selling stockholders may enter into hedging transactions with
broker-dealers who may engage in shares in the course of hedging the positions
they assume with the selling stockholders. The selling stockholders may also
enter into option or other transactions with broker-dealers that require the
delivery by such broker-dealers of the shares, which shares may be resold
thereafter pursuant to this prospectus.

Brokers, dealers, or agents participating in the distribution of the shares may
receive compensation in the form of discounts, concessions or commissions from
the selling stockholders and/or the purchasers of shares for whom such
broker-dealers may act as agent (which compensation as to a particular
broker-dealer may be in excess of customary commissions). Neither the selling
stockholders nor we can presently estimate the amount of such compensation. We
know of no existing arrangements between the selling stockholders and any other
stockholder, broker, dealer or agent relating to the sale or distribution of the
shares. We do not anticipate that either our stockholders or we will engage an
underwriter in the selling or distribution of our shares.

We will not receive any proceeds from the sale of the shares of the selling
stockholders pursuant to this prospectus. We have agreed to bear the expenses of
the registration of the shares, including legal and accounting fees, and such
expenses are estimated to be approximately $9,303.67.

The selling stockholders named in this prospectus must comply with the
requirements of the Securities Act and the Exchange Act in the offer and sale of
the common stock being offered by them. The selling stockholders and any
broker-dealers who execute sales for the selling stockholders may be deemed to
be an "underwriter" within the meaning of the Securities Act in connection with
such sales. In particular, during such times as the selling stockholders may be
deemed to be engaged in a distribution of the common stock, and therefore be
considered to be an underwriter, they must comply with applicable laws and may
among other things:

1. Not engage in any stabilization activities in connection with our
common stock;

2. Furnish each broker or dealer through which common stock may be
offered, such copies of this prospectus from time to time, as may be
required by such broker or dealer, and

3. Not bid for or purchase any of our securities or attempt to induce any
person to purchase any of our securities permitted under the Exchange
Act.

Any commissions received by broker-dealers and any profit on the resale of
shares sold by them while acting as principals might be deemed to be
underwriting discounts or commissions under the Securities Act.

STATE SECURITIES - BLUE SKY LAWS

Transfer of our common stock may also be restricted under the securities
regulations or laws promulgated by various states and foreign jurisdictions,
commonly referred to as "Blue Sky" laws. Absent compliance with such individual
state laws, our common stock may not be traded in such jurisdictions. Because
the securities registered hereunder have not been registered for resale under
the Blue Sky laws of any state, the holders of such shares and persons who
desire to purchase them in any trading market that might develop in the future,
should be aware that there may be significant state Blue-Sky law restrictions

upon the ability of investors to sell the securities and of purchasers to
purchase the securities. Accordingly, investors may not be able to liquidate
their investments and should be prepared to hold the shares of our common stock
for an indefinite period of time.

REGULATION M

We have informed the selling stockholders that Regulation M promulgated under
the Exchange Act may be applicable to them with respect to any purchase or sale
of our common stock. In general, Rule 102 under Regulation M prohibits any
person connected with a distribution of our common stock from directly or
indirectly bidding for, or purchasing for any account in which it has a
beneficial interest, any of the shares or any right to purchase the shares, for
a period of one business day before and after completion of its participation in
the distribution.

During any distribution period, Regulation M prohibits the selling stockholders
and any other persons engaged in the distribution from engaging in any
stabilizing bid or purchasing our common stock except for the purpose of
preventing or retarding a decline in the open market price of the common stock.
None of these persons may effect any stabilizing transaction to facilitate any
offering at the market. As the selling stockholders will be offering and selling
our common stock at the market, Regulation M will prohibit them from effecting
any stabilizing transaction in contravention of Regulation M with respect to the
shares.

We also have advised the selling stockholders that they should be aware that the
anti-manipulation provisions of Regulation M under the Exchange Act will apply
to purchases and sales of shares of common stock by the selling stockholders,
and that there are restrictions on market-making activities by persons engaged
in the distribution of the shares. Under Regulation M, the selling stockholders
or their agents may not bid for, purchase, or attempt to induce any person to
bid for or purchase, shares of our common stock while such selling stockholders
are distributing shares covered by this prospectus. Regulation M may prohibit
the selling stockholders from covering short sales by purchasing shares while
the distribution is taking place, despite any contractual rights to do so under
the Agreement. We have advised the selling stockholders that they should consult
with their own legal counsel to ensure compliance with Regulation M.

DESCRIPTION OF SECURITIES

COMMON STOCK

Our authorized capital stock consists of 100,000,000 shares of common stock, par
value $0.0001 per share.

The holders of our common stock:

* Have equal ratable rights to dividends from funds legally available
therefore, when, as and if declared by our Board of Directors;

* Are entitled to share ratably in all of our assets available for
distribution to holders of common stock upon liquidation, dissolution
or winding up of our affairs;

* Do not have pre-emptive, subscription or conversion rights and there
are no redemption or sinking fund provisions or rights; and

* Are entitled to one non-cumulative vote per share on all matters on
which stockholders may vote.

The shares of common stock are not subject to any future call or assessment and
all have equal voting rights. There are no special rights or restrictions of any
nature attached to any of the common shares and they all rank at equal rate or "
pari passu," each with the other, as to all benefits, which might accrue to the
holders of the common shares. All registered stockholders are entitled to
receive a notice of any general annual meeting to be convened by our Board of
Directors.

At any general meeting, subject to the restrictions on joint registered owners
of common shares, on a showing of hands every stockholder who is present in
person and entitled to vote has one vote, and on a poll every stockholder has
one vote for each shares of common stock of which he is the registered owner and
may exercise such vote either in person or by proxy. To the knowledge of our
management, at the date hereof, our officers and directors are the only persons
to exercise control, directly or indirectly, over more than 10% of our
outstanding common shares. See "Security Ownership of Certain Beneficial Owners
and Management."

We refer you to our Articles of Incorporation and Bylaws, copies of which were
filed with the registration statement of which this prospectus is a part, and to
the applicable statutes of the State of Nevada for a more complete description
of the rights and liabilities of holders of our securities.

As of April 13, 2009, there were 4,869,918 shares of our common stock issued and
outstanding.

OPTIONS, WARRANTS AND RIGHTS

There are no outstanding options, warrants, or rights to purchase any of our
securities.

PREFERRED STOCK

We are authorized to issue 50,000,000 shares of preferred stock with a par value
of $0.0001. As of April 13, 2009 there were no preferred shares issued and
outstanding.

NON-CUMULATIVE VOTING

Holders of shares of our common stock do not have cumulative voting rights,
which means that the holders of more than 50% of the outstanding shares, voting
for the election of directors, can elect all of the directors to be elected, if
they so choose, and, in such event, the holders of the remaining shares will not
be able to elect any of our directors.

CASH DIVIDENDS

As of the date of this prospectus, we have not paid any cash dividends to
stockholders. The declaration of any future cash dividend will be at the
discretion of our Board of Directors and will depend upon our earnings, if any,
our capital requirements and financial position, our general economic and other
pertinent conditions. It is our present intention not to pay any cash dividends
in the foreseeable future, but rather to reinvest earnings, if any, into our
business.

TRANSFER AGENT

The transfer agent and registrar for our common stock is Island Capital
Management, LLC, d/b/a Island Stock Transfer, 100 Second Avenue S., Suite 300N
St. Petersburg, Fl 33701 Phone: (727) 287-0010 Fax: (727) 287-0069. The transfer

agent is responsible for all record-keeping and administrative functions in
connection with our issued and outstanding common stock.

SHARES ELIGIBLE FOR FUTURE SALE

There is no public market for our common stock. We cannot predict the effect, if
any, that market sales of shares of our common stock or the availability of
shares of our common stock for sale will have on the market price of our common
stock. Sales of substantial amounts of our common stock in the public market
could adversely affect the market prices of our common stock and could impair
our future ability to raise capital through the sale of our equity securities.

Upon completion of this offering, based on our outstanding shares as of April
13, 2009, we will have outstanding an aggregate of 4,869,918 shares of our
common stock. Of these shares, upon effectiveness of the registration statement
of which this prospectus forms a part, the 1,400,618 shares covered hereby will
be freely transferable without restriction or further registration under the
Securities Act.

The remaining 3,000,000 restricted shares of common stock to be outstanding
after this offering are owned by our executive officers and directors, known as
our "affiliates," and may not be resold in the public market except in
compliance with the registration requirements of the Securities Act or under an
exemption under Rule 144 under the Securities Act or otherwise.

RULE 144

In general, under Rule 144 as currently in effect, a person who is not one of
our affiliates and who is not deemed to have been one of our affiliates at any
time during the three months preceding a sale and who has beneficially owned
shares of our common stock that are deemed restricted securities for at least
six months would be entitled after such six-month holding period to sell the
common stock held by such person, subject to the continued availability of
current public information about us (which current public information
requirement is eliminated after a one-year holding period).

A person who is one of our affiliates, or has been an affiliate of ours at any
time during the three months preceding a sale, and who has beneficially owned
shares of our common stock that are deemed restricted securities for at least
six months would be entitled after such six-month holding period to sell his or
her securities, provided that he or she sells an amount that does not exceed 1%
of the number of shares of our common stock then outstanding, or 48,699 shares
immediately after this offering (or, if our common stock is listed on a national
securities exchange, the average weekly trading volume of the shares during the
four calendar weeks preceding the filing of a notice on Form 144 with respect to
the sale), subject to the continued availability of current public information
about us, compliance with certain manner of sale provisions, and the filing of a
Form 144 notice of sale if the sale is for an amount in excess of 5,000 shares
or for an aggregate sale price of more than $50,000 in a three-month period.

Rule 144 is not available for resales of restricted securities of shell
companies or former shell companies until one year elapses from the time that
such company is no longer considered a shell company.

EXPERTS

No expert or counsel named in this prospectus as having prepared or certified
any part of this prospectus or having given an opinion upon the validity of the
securities being registered or upon other legal matters in connection with the
registration or offering of the common stock was employed on a contingency basis

or had, or is to receive, in connection with the offering, a substantial
interest, directly or indirectly, in the Company, nor was any such person
connected with the Company as a promoter, managing or principal underwriter,
voting trustee, director, officer or employee.

Our financial statements for the period from November 2, 2007 (inception) to
December 31, 2008, included in this prospectus have been audited by Weinberg &
Associates LLC as set forth in their report included in this prospectus.

LEGAL REPRESENTATION

The validity of the issuance of the common stock offered hereby will be passed
upon for us by The O'Neal Law Firm, P.C., included in the opinion letter filed
as an exhibit to the Registration Statement of which this prospectus is a part.

OUR BUSINESS

We are an early stage company with limited operations and no, or minimal,
revenues from our business operations. We were incorporated under the laws of
the state of Nevada on November 2, 2007. We are engaged in the marketing of skin
care, hair care and body treatment products. Currently we are focusing on
marketing of Dead Sea products from Israel. We operate our own retail online
store where we sell our products direct to consumers at www.seaospa.com. We
intend to open and operate an eBay store in addition to our own online store
within the next twelve months. Our target market is adults of 18 years of age
and up.

Our offices are currently located at 3 Hahistadrut St., Suite #6, Kiryat Yam,
Israel 29056. Our telephone number is +1 (877) 841-5343. We have a website at
www.seaospa.com, however, the information contained on our website does not form
a part of the registration statement of which this prospectus is a part.

PRODUCTS

We are currently focused on selling Dead Sea products from Israel for both men
and women of 18 years of age and up. Our products including the following:

* Hair Care.

* Hand Creams.

* Body Creams.

* Face Care.

* Salts.

* Mud.

* Aromatic Massage Oils.

* Eye Care.

* Body Care & Home Spa.

THE MARKET OPPORTUNITY

We operate within the large and steadily growing worldwide beauty care industry.
The beauty care industry includes products such as: color cosmetics, skin care
products, fragrances and hair care products. According to Euromonitor, a market
research firm, the beauty care industry worldwide and within the U.S.
represented over $254.2 billion and $47.8 billion, respectively, in retail sales
in 2005. Five of the largest countries by retail sales in the beauty care
industry according to Euromonitor are: the United States, Japan, France, Germany
and the UK with 2005 retail sales of $47.8 billion, $31.7 billion, $14.8
billion, $13.1 billion and $12.4 billion, respectively.

U.S. SKIN CARE MARKET

Skin Care Market: U.S. retail sales of skin care products which include facial
care, body care, and hand care were an estimated $7.6 billion in 2005, according
to Euromonitor. The facial care market, the largest segment of the skin care

market, was estimated at $5.7 billion in 2005 with approximately 88% of sales in
this segment derived from facial moisturizers, anti-aging products and
cleansers.

INTERNATIONAL SKIN CARE MARKET

Skin Care Market: International retail sales of skin care products were an
estimated $55.5 billion in 2005, according to Euromonitor. Euromonitor estimates
that the international facial care market, the largest segment of the skin care
market, had retail sales of $43.9 billion in 2005.

KEY TRENDS

According to Euromonitor, the U.S. is currently experiencing a convergence of
the cosmetics, toiletries, pharmaceuticals, and packaged food industries in
which consumers, particularly aging baby boomers, are seeking alternatives in
order to live longer, healthier lives. As such, manufacturers are bringing to
market new products that promote health and wellness and offer benefits beyond
beauty. We also believe consumers are increasingly taking a more proactive
interest in their health and appearance, and looking to avoid invasive surgery
and powerful pharmaceuticals. Euromonitor points to an increased focus on
natural products due to trends towards environmentalism and consumers aligning
themselves with the perceived simplicity and "back-to-basics" characteristics of
such products. The Dead Sea is one of the saltiest bodies of water in the world
and is rich in minerals such as magnesium, calcium and potassium. Natural
products and Dead Sea products often are perceived by consumers as healthier
alternatives.

Another global trend is the emergence and popularity of e-commerce According to
the U.S. Census Bureau of the Department of Commerce the estimate of U.S. retail
e-commerce sales for the third quarter of 2008 (adjusted for seasonal variation
but not for price changes) was $34.4 billion, an increase of 0.3 percent
(+/-1.3%)* from the second quarter of 2008. Total retail sales for the third
quarter of 2008 were estimated at $1,018.8 billion, a decrease of 1.4 percent
(+/-0.2%) from the second quarter of 2008. The third quarter 2008 e-commerce
estimate increased 5.7 percent (+/-1.5%) from the third quarter of 2007 while
total retail sales increased 0.3 percent (+/-0.5%) in the same period.
E-commerce sales in the third quarter of 2008 accounted for 3.4 percent of total
sales.

COMPETITION AND COMPETITIVE STRATEGY

The beauty and body care industries are highly competitive and, at times,
subject to rapidly changing consumer preferences and industry trends.
Competition is generally a function of brand strength, assortment and continuity
of merchandise selection, reliable order fulfillment and delivery, and level of
brand support and customer support. We compete with a large number of
manufacturers and marketers of beauty and body care products, many of which have
significantly greater resources than we do. Many of our competitors also have
the ability to develop and market products similar to and competitive with our
products. Specifically, we compete with the major makeup and skin care companies
which market many brands including Avon, Bobbi Brown, Chanel, Clarins, Clinique,
Estee Lauder, L'Oreal, Lancome, M.A.C., Neutrogena, Shiseido, and Smashbox (with
Avon, L'Oreal and Neutrogena having recently launched mineral-based makeup). We
also compete with several smaller mineral-based cosmetics brands such as Spa
Cosmetics Ltd., SeaOra and Alpha Cosmetics. We believe that we are currently one
of the smallest in the industry, as we have no, or minimal, revenues from our
business operations.

Our competitive edge is our easy-to-use website, competitive prices and
efficient customer service.

MARKETING & SALES STRATEGY

Our sales strategy will be focused on attracting visitors to our website, so
they can become familiar with our products. We are focusing our marketing
efforts in North America.

Our online retail store will be marketed through search engines such as Yahoo
and Google. In addition to advertisements on search engines, we will advertise
with websites that have similar customer demographics to ours. We have
established a budget of $14,000 for an online campaign.

We also plan to utilize a variety of complementary marketing tools. These will
include:

ONLINE ADVERTISING

The majority of our advertising and promotional activities will be concentrated
on an online advertising campaign using Google AdWords. We have selected Google
because of its success and popularity for web users wishing to find something
using an internet search. The Google AdWords program will allow us to customize
the text of our advertisements, the frequency of each advertisement's
appearance, and the length of the advertising contract. For our purposes, we
believe that this will give us the maximum amount of flexibility and allow us to
closely monitor the costs of the marketing campaign.

EMAIL ADVERTISING CAMPAIGN

We anticipate that a newsletter style email advertising campaign may help to
enhance our online advertising campaign and bring us into direct contact with
people who are interested in mobile price comparison. In this regard, we are
considering acquiring email lists, which is something that can be done on an
incremental basis so as not to incur a large expense before determining whether
an email campaign works and meets our expectations.

SOURCES AND AVAILABILITY OF PRODUCTS AND SUPPLIES

We believe there are no constraints on the sources or availability of products
and supplies related to our business. There are numerous manufactures of Dead
Sea products in Israel who we can purchase products from.

DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS

We plan on selling our products directly to consumers. Our products are priced
for mass market consumption. Therefore, we do not anticipate dependence on one
or a few major customers for at least the next 12 months or the foreseeable
future.

PATENTS, TRADEMARKS, LICENSES, FRANCHISE RESTRICTIONS AND CONTRACTUAL
OBLIGATIONS & CONCESSIONS

We have not obtained any copyrights, patents or trademarks in respect of any of
our intellectual property. We may obtain protection in the future, when we are
in a financial position to do so, but we do not foresee being in a position to
do so for least the next 12 months. We do not hold any other intellectual
property.

EFFECT OF EXISTING OR PROBABLE GOVERNMENT REGULATION

We do not believe that government regulation will have a material impact on the
way we conduct our business.

RESEARCH AND DEVELOPMENT ACTIVITIES AND COSTS

We have not incurred any research and development costs to date.

FUTURE PLANS

If we are successful and have the financial and cash resources to do so, we plan
to expand and become a wholesale distributor. The fundamental difference between
a retail store and a wholesale distributor is that retailers sell to the buying
public or "the consumer" and distributors sell to retail businesses and fellow
wholesale firms. Becoming a wholesale distributor will allow us to expand our
business from sales generation exclusively from the Internet to having our
products sold to customers through other consumer channels such as retailers,
wholesalers, or other direct sale methods.

EMPLOYEES

We have commenced only limited operations, and therefore currently have no
employees other than our executive officers, who spend up to approximately 10-15
hours a week on our business. When we commence full operations, we expect to
hire full-time management and administrative support staff.

DESCRIPTION OF PROPERTY

We do not own interests any real property. Mr. Yakov Terner, our President,
Treasurer and Director, has provided us with 500 sq ft of furnished office space
located at Kiryat Yam, Israel free of charge for at least the next 12 months.
This location currently serves as our primary office for planning and
implementing our business plan. This space is currently sufficient for our
purposes, and we expect it to be sufficient for the foreseeable future.

REPORTS TO SECURITY HOLDERS

We will voluntarily make available to our stockholders an annual report,
including audited financials, on Form 10-K.

We are not currently a reporting company, but upon effectiveness of the
registration statement of which this prospectus forms a part, we will be
required to file reports with the SEC pursuant to the Securities Exchange Act of
1934, as amended. These reports include annual reports on Form 10-K, quarterly
reports on Form 10-Q and current reports on Form 8-K. You may obtain copies of
these reports from the SEC's Public Reference Room at 100 F Street, NE.,
Washington, DC 20549, on official business days during the hours of 10 a.m. to 3
p.m. or on the SEC's website, at www.sec.gov. You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

We will also make these reports available on our website.

LEGAL MATTERS

We know of no existing or pending legal proceedings against us, nor are we
involved as a plaintiff in any proceeding or pending litigation. There are no
proceedings in which any of our directors, officers or any of their respective
affiliates, or any beneficial stockholder, is an adverse party or has a material
interest adverse to our interest. Our address for service of process in Nevada
is EastBiz.com, Inc., 5348 Vegas Dr., Las Vegas, NV 89108 USA.

MANAGEMENT

The name, age and position of each of our directors and executive officers are
as follows:

Name Age Position
---- --- --------

Yakov Terner 48 President, Treasurer, and Director

Yossi Benitah 60 Secretary and Director

MR. YAKOV TERNER

Mr. Terner is our President, Treasurer and a Director, and has served in these
capacities since we were incorporated on November 2, 2007. He has fourteen years
of experience marketing and distributing Dead Sea products from Israel in
Romania. In the last five years, Mr. Terner has been president of Beatrice
Cosmetics Israel, an Israeli private company that specializes in marketing and
distributing Dead Sea hair care, body care and body treatment products in
Romania. Beatrice Cosmetics is a wholesale distributor in Romania.

He is not an officer or director of any reporting company that files annual,
quarterly, or periodic reports with the United States Securities and Exchange
Commission.

MR. YOSSI BENITAH

Mr. Benitah is our Secretary and Director. He has served in these capacities
since we were incorporated on November 2, 2007. Mr. Benitah has over 30 years of
experience as an entrepreneur, in the last five years he has operating an
electrical services company in the city of Rechovot, Israel. He is well
connected in the Israeli markets and has done well in promoting and marketing
his business.

He is not an officer or director of any reporting company that files annual,
quarterly, or periodic reports with the United States Securities and Exchange
Commission.

BOARD COMPOSITION

Our Bylaws provide that the Board of Directors shall consist of one or more
members, but not more than nine, and that our shareholders shall determine the
number of directors at each regular meeting. Each director serves for a term
that expires at the next regular meeting of the shareholders or until his
successor is elected and qualified.

COMMITTEES OF THE BOARD OF DIRECTORS

We do not presently have a separately constituted audit committee, compensation
committee, nominating committee, executive committee or any other committees of
our Board of Directors. Nor do we have an audit committee "financial expert." As
such, our entire Board of Directors acts as our audit committee and handles
matters related to compensation and nominations of directors.

POTENTIAL CONFLICTS OF INTEREST

Since we do not have an audit or compensation committee comprised of independent
directors, the functions that would have been performed by such committees are
performed by our directors. Thus, there is a potential conflict of interest in
that our directors and officers have the authority to determine issues
concerning management compensation and audit issues that may affect management
decisions. We are not aware of any other conflicts of interest with any of our
executives or directors.

DIRECTOR INDEPENDENCE

We are not subject to listing requirements of any national securities exchange
or national securities association and, as a result, we are not at this time
required to have our board comprised of a majority of "independent directors."
Our determination of independence of directors is made using the definition of
"independent director" contained in Rule 4200(a)(15) of the Marketplace Rules of
the NASDAQ Stock Market ("NASDAQ") , even though such definitions do not
currently apply to us because we are not listed on NASDAQ. We have determined
that none of our directors currently meet the definition of "independent" as
within the meaning of such rules as a result of their current positions as our
executive officers.

SIGNIFICANT EMPLOYEES

We have no significant employees other than the executive officers described
above.

FAMILY RELATIONSHIPS

There are no familial relationships among any of our officers and directors.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

No director, person nominated to become a director, executive officer, promoter
or control person of our company has, during the last five years: (i) been
convicted in or is currently subject to a pending a criminal proceeding
(excluding traffic violations and other minor offenses); (ii) been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to any federal or state securities or banking or commodities
laws including, without limitation, in any way limiting involvement in any
business activity, or finding any violation with respect to such law, nor (iii)
any bankruptcy petition been filed by or against the business of which such
person was an executive officer or a general partner, whether at the time of the
bankruptcy or for the two years prior thereto.

STOCKHOLDER COMMUNICATIONS WITH THE BOARD

We have not implemented a formal policy or procedure by which our stockholders
can communicate directly with our Board of Directors. Nevertheless, every effort
has been made to ensure that the views of stockholders are heard by the Board of
Directors or individual directors, as applicable, and that appropriate responses
are provided to stockholders in a timely manner. We believe that we are
responsive to stockholder communications, and therefore have not considered it
necessary to adopt a formal process for stockholder communications with our
Board. During the upcoming year, our Board will continue to monitor whether it
would be appropriate to adopt such a process.

EXECUTIVE COMPENSATION

We have not paid since our inception, nor do we owe, any compensation to our
executive officers, Mr. Yakov Terner and Mr. Yossi Benitah. There are no
arrangements pursuant to which our executive officers will be compensated in the
future for any services provided as executive officers. We have no employment
agreements with either of our executive officers. We do not intend to compensate
our executive officers for the foreseeable future. We may compensate them after
that time if we have the financial resources to do so.

OUTSTANDING EQUITY AWARDS AT 2008 FISCAL YEAR-END

We do not currently have a stock option plan nor any long-term incentive plans
that provide compensation intended to serve as incentive for performance. No
individual grants of stock options or other equity incentive awards have been
made to any executive officer or any director since our inception; accordingly,
none were outstanding at December 31, 2008.

EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT, CHANGE-IN-CONTROL ARRANGEMENTS

There are currently no employment or other contracts or arrangements with our
executive officers. There are no compensation plans or arrangements, including
payments to be made by us, with respect to our officers, directors or
consultants that would result from the resignation, retirement or any other
termination of such directors, officers or consultants from us. There are no
arrangements for directors, officers, employees or consultants that would result
from a change-in-control.

COMPENSATION OF DIRECTORS

We have not compensated our directors for their service on our Board of
Directors since our inception. There are no arrangements pursuant to which
directors will be compensated in the future for any services provided as a
Director.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Other than the transactions discussed below, we have not entered into any
transaction nor are there any proposed transactions in which any of our
directors, executive officers, stockholders or any member of the immediate
family of any of the foregoing had or is to have a direct or indirect material
interest.

On November 2, 2007, pursuant to the terms of a subscription agreement, we sold
1,500,000 shares of our common stock to Mr. Yakov Terner, our President,
Treasurer and Director, for cash payment to us of $0.0003 per share, or $450 in
the aggregate.

On November 2, 2007 pursuant to the terms of a subscription agreement, we sold
1,500,000 shares of our common stock to Mr. Yossi Benitah, our Secretary and
Director, for cash payment to us of $0.0003 per share, or $450 in the aggregate.

Our officers and directors may be considered promoters of the Company due to
their participation in and management of the business since its incorporation.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of
our common stock as of April 13, 2009 for:

* each person, or group of affiliated persons, known by us to
beneficially own more than 5% of our common stock;

* each of our executive officers;

* each of our directors; and

* all of our executive officers and directors as a group.

We have determined beneficial ownership in accordance with the rules of the
Securities and Exchange Commission. These rules generally attribute beneficial
ownership of securities to persons who possess sole or shared voting power or
investment power with respect to those securities. The person is also deemed to
be a beneficial owner of any security of which that person has a right to
acquire beneficial ownership within 60 days. Unless otherwise indicated, the
persons or entities identified in this table have sole voting and investment
power with respect to all shares shown as beneficially owned by them, subject to
applicable community property laws, and the address for each person listed in
the table is c/o Seaospa, Inc., 3 Hahistadrut St., Suite #6 Kiryat Yam, Israel
29056.

The percentage ownership information shown in the table below is calculated
based on 4,869,918 shares of our common stock issued and outstanding as of April
13, 2009. We do not have any outstanding options, warrants or other securities
exercisable for or convertible into shares of our common stock.

Name of Amount and Nature Percentage
Title of Class Beneficial Owner of Beneficial Ownership of Class
- -------------- ---------------- ----------------------- --------

Common Stock Yakov Terner 1,500,000 30.80%
President,
Treasurer and
Director

Common Stock Yossi Benitah 1,500,000 30.80%
Secretary and
Director

Common Stock Yaron Borenstein 251,800 5.17%

Common Stock Gideon Reifman 278,867 5.73%

Common Stock Bronia Fruhter 258,000 5.30%

All officers as a Group 3,000,000 61.60%

We are unaware of any contract or other arrangement the operation of which may
at a subsequent date result in a change in control of our Company.

We do not have any issued and outstanding securities that are convertible into
common stock. Other than the shares covered by the registration statement of
which this prospectus is a part, we have not registered any shares for sale by
security holders under the Securities Act. None of our stockholders are entitled
to registration rights.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION

Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended, may be permitted to our directors, officers or persons
controlling us, we have been advised that it is the Securities and Exchange
Commission's opinion that such indemnification is against public policy as
expressed in such act and is, therefore, unenforceable.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION

THE FOLLOWING DISCUSSION OF OUR FINANCIAL CONDITION AND RESULTS OF OPERATION
SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND RELATED NOTES
THAT APPEAR ELSEWHERE IN THIS PROSPECTUS. THIS DISCUSSION CONTAINS
FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO OUR BUSINESS THAT REFLECT
OUR CURRENT VIEWS AND ASSUMPTIONS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT
TO RISKS AND UNCERTAINTIES, INCLUDING THE RISKS IN THE SECTION ENTITLED RISK
FACTORS BEGINNING ON PAGE 4, THAT MAY CAUSE OUR OR OUR INDUSTRY'S ACTUAL
RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY
DIFFERENT FROM ANY FUTURE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR
ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS.

OUR FINANCIAL STATEMENTS ARE STATED IN UNITED STATES DOLLARS (US$) AND ARE
PREPARED IN ACCORDANCE WITH ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE
UNITED STATES.

OVERVIEW

We are an early stage company with limited operations and no, or minimal,
revenues from our business operations. We were incorporated under the laws of
the state of Nevada on November 2, 2007. We are engaged in the marketing of skin
care, hair care and body treatment products. Currently we are focusing on
marketing of Dead Sea products from Israel. The Company operates its own retail
online store where we sell our products direct to consumers at www.seaospa.com.
We intend to open and operate an eBay store in addition to our own online store
within the next twelve months. Our target market is adults of 18 years of age
and up.

From November 2, 2007 (inception) to December 31, 2008, we have incurred
accumulated net losses of $7,770. Our auditors have issued a going concern
opinion. This means that our auditors believe there is substantial doubt as to
whether we can continue as an ongoing business for the next twelve months.

On March 25, 2008, we entered into a service agreement with Yahoo!(R) and we
launched our ecommerce online store. Yahoo!(R) provides us with the ecommerce
online store, web hosting and our business mail at a cost of $39.95 a month. Our
service agreement with Yahoo!(R) can be terminated at any time and is on a month
to month basis.

PLAN OF OPERATION

We have generated no, or minimal, revenues since our inception on November 2,
2007. We believe that our current funding will allow us to begin the marketing
of our products, and remain in business for 12 months. If we are unable to
generate significant revenues within 12 months of the effectiveness of the
registration statement of which this prospectus is a part for any reason, or if
we are unable to make a reasonable profit within 12 months of the effectiveness
of the registration statement, we may have to suspend or cease operations. At
the present time, we have not made any arrangements to raise additional cash. If
we need additional funds, we may seek to obtain additional funds through
additional private placement(s) of our securities or loans. We have no other
financing plans at this time.

Our business objectives for the next twelve months are:

* to make Seaospa an icon brand;

* to develop an effective, well placed e-commerce site for sales of skin
care, hair care and body treatment products; and

* to create an infrastructure for the fulfillment of Web-based sales.

Our goals over the next 12 months are to:

* drive traffic to our website through marketing efforts, where
customers will be able to purchase our products;

* open an eBay online store and markets our products to eBay buyers; and

* achieve break-even results of operations.

ACTIVITIES TO DATE

From our inception to date, we have generated non significant revenues, and our
operations have been limited to capital formation activities and operating of
our online retail store. Since our inception we have not made any significant
purchases or sale of assets, nor have we been involved in any mergers,
acquisitions or consolidations. Between December 2007 and November 2008, we were
focused primarily on operating our online retail store and raising capital to
execute our business plan. We closed on a private placement of our common stock
on November 20, 2008, pursuant to which we sold 1,869,918 shares of our common
stock for total gross proceeds of $56,097. We have sold and issued an aggregate
of 4,869,918 shares of our common stock since our inception through the November
2008 private placement and the private placement of our common stock to members
of our management, for total proceeds of approximately $57,000.

In December 2007, we secured our domain name www.seaospa.com and on March 25,
2008 we entered into a service agreement with Yahoo!(R) and we launched our
ecommerce online store. Yahoo!(R) provides us the ecommerce online store, web
hosting and our business mail at a cost of $39.95 a month. Our service agreement
with Yahoo!(R) can be terminated at any time and is on a month to month basis.

We entered into an agreement with PayPal to act as our credit card merchant.
PayPal is a financial company that accepts and clears all customer credit card
payments on behalf of participating merchants, such as our Company. There are no
short or long term contracts or obligations associated with the use of PayPal.
PayPal accepts all major credit cards (Visa, Mastercard, Discover, American
Express, ECheque, and transfer of funds to and from bank accounts.)

PayPal commission varies between 1.9% to 2.9% + $0.55 per transaction.

PayPal rate structure:

$0.00 - $3,000.00 2.9% + $0.55
$3,000.01 - $12,000.00 2.5% + $0.55
$12,000.01 - $125,000.00 2.2% + $0.55
$125,000.00 1.9% + $0.55

EXPENDITURES

The following chart provides an overview of our budgeted expenditures by
significant area of activity over the next 12 months. These expenditures are
described in detail below under "Milestones."

Present to May 2009 to August 2009 to November 2009 to Present to
April 2009 July 2009 October 2009 January 2010 January 2010
---------- --------- ------------ ------------ ------------

Legal/Accounting $ 3,000 $ 3,000 $ 3,000 $ 3,000 $12,000
Transfer Agent 2,500 2,500 2,500 2,500 10,000
Ecommerce online store 120 120 120 120 480
eBay Premium Store 150 150 150 150 600
Computer Equipment 500 500 500 500 2,000
Advertising/Marketing 3,500 3,500 3,500 3,500 14,000
Inventory 3,000 3,000 3,000 3,000 12,000
Telephone 150 150 150 150 600
Corporate and marketing collateral 500 500 500 500 2,000
Misc Expenditure 500 500 500 500 2,000
------- ------- ------- ------- -------
$13,920 $13,920 $13,920 $13,920 $55,680
======= ======= ======= ======= =======

MILESTONES

Below is a brief description of our planned activities:

PRESENT - JULY 2009

Main Objectives:

* Promote and execute our marketing plan for our online retail store.

* Set up a Google Adwords account and campaign; and

AUGUST 2009 - JANUARY 2009

Main Objectives:

* Continue to promote our online retail store; and

* Set up an eBay Store, upload our inventory and open the store to the
public.

RESULTS OF OPERATIONS

During the period from November 2, 2007 (date of inception) through December 31,
2008, we incurred a net loss of $7,770. This loss consisted organization costs,
legal fees, filing and G&A expenses. Since inception, we have sold 4,869,918
shares of common stock.

During the fiscal year ended December 31, 2008, the Company remained in the
development stage and generated non significant revenues. The Company incurred
net losses of $6,870 and $900 for the twelve month periods ending December 31,
2008 and December 31, 2007, respectively. General and administrative expenses
were $152 for the year ended December 31, 2008, compared to $0 for the same
period ended 2007. The Company also incurred $7,129 in legal fees during the
year ended December 31, 2008, which was not incurred during the prior year, in
connection with becoming a reporting company. Comparisons are not meaningful as
our company was incorporated on November 2, 2007.

PURCHASE OR SALE OF EQUIPMENT

We have not purchased or sold, and we do not expect to purchase or sell, any
plants or significant equipment over the twelve months.

REVENUES

We had non significant revenue of $2,476 for the period from November 2, 2007
(date of inception) through December 31, 2008.

LIQUIDITY AND CAPITAL RESOURCES

Our balance sheet as of December 31, 2008 reflects assets of $49,228. Cash and
cash equivalents from inception to date have been sufficient to provide the
working capital necessary to operate to date, and we expect it to help us remain
operational during the next twelve months.

Our activities to date have been supported by equity financing, through the
private placements of our common stock on the date of our inception, November 2,
2007, and on November 20, 2008, through which we raised approximately $57,000.
We have sustained losses in all previous reporting periods with an inception to
date loss of $7,770 as of December 31, 2008. We anticipate generating losses
and, therefore, may be unable to continue operations in the future. We
anticipate that in the future we will be required to seek funding from our
stockholders and/or other qualified investors to pursue our business plan. If we
require additional capital, we would have to issue debt or equity or enter into
a strategic arrangement with a third party. There can be no assurance that
additional capital will be available to us on acceptable terms, or at all. We
currently have no agreements, arrangements or understandings with any person to
obtain funds through bank loans, lines of credit or any other sources.

GOING CONCERN CONSIDERATION

Our independent auditors included an explanatory paragraph in their report on
the accompanying financial statements expressing concerns about our ability to
continue as a going concern. Our financial statements contain additional note
disclosures describing the circumstances that lead to this disclosure by our
independent auditors.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

We do not expect the adoption of any recently issued accounting pronouncements
to have a significant impact on our net results of operations, financial
position, or cash flows.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

WHERE YOU CAN GET MORE INFORMATION

In accordance with the Securities Act of 1933, we are filing with the SEC a
registration statement on Form S-1, of which this prospectus is a part, covering
the securities being offering in this offering. As permitted by rules and
regulations of the SEC, this prospectus does not contain all of the information
set forth in the registration statement. For further information regarding both
our Company and the securities in this offering, we refer you to the
registration statement, including all exhibits and schedules, which you may
inspect without charge at the public reference facilities of the SEC's
Washington, D.C. office, 100 F Street, N.E., Washington, D.C. 20549, on official
business days during the hours of 10am and 3pm, and on the SEC Internet site at
http:\\www.sec.gov. Information regarding the operation of the public reference
rooms may be obtained by calling the SEC at 1-800-SEC-0330.

FINANCIAL STATEMENTS

SEAOSPA, INC.
(A Development Stage Company)
INDEX TO FINANCIAL STATEMENTS
December 31, 2008

Report of Registered Independent Auditors ............................. F-1

Balance Sheets as of December 31, 2008 and December 31, 2007........... F-2

Statements of Operations for the Periods Ended December 31, 2008,
December 31, 2007 and Cumulative from Inception ...................... F-3

Statement of Stockholders' Equity for the Period from Inception
Through December 31, 2008 ............................................ F-4

Statements of Cash Flows for the Periods Ended December 31, 2008,
December 31, 2007 and Cumulative from Inception........................ F-5

Notes to Financial Statements - December 31, 2008 ..................... F-6

REPORT OF REGISTERED INDEPENDENT AUDITORS

To the Board of Directors and Stockholders
of SeaOspa, Inc.:

We have audited the accompanying balance sheet of SeaOspa, Inc. (a Nevada
corporation in the development stage) as of December 31, 2008 and 2007, and the
related statement of operations, stockholders' equity, and cash flows for the
years ended December 31, 2008 and 2007, and from inception (November 2, 2007)
through December 31, 2008. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States of America). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of SeaOspa, Inc. as of December
31, 2008 and 2007, and the results of its operations and its cash flows for the
year ended December 31, 2008 and 2007, and from inception (November 2, 2007)
through December 31, 2008, in conformity with accounting principles generally
accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 4 to the
financial statements, the Company is in the development stage, and has not
established any source of revenue to cover its operating costs. As such, it has
incurred an operating loss since inception. Further, as of December 31, 2008,
the cash resources of the Company were insufficient to meet its planned business
objectives. These and other factors raise substantial doubt about the Company's
ability to continue as a going concern. Management's plan regarding these
matters is also described in Note 4 to the financial statements. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

Respectfully submitted,

/s/ Alan Weinberg CPA
- --------------------------------
Weinberg & Associates LLC

Baltimore, Maryland
January 20, 2009

F-1

SEAOSPA, INC.
(A Development Stage Company)
BALANCE SHEETS

December 31, December 31,
2008 2007
-------- --------

ASSETS

Current Assets
Cash in bank $ 49,228 $ --
-------- --------

Total current assets 49,228 --
-------- --------

Total Assets $ 49,228 $ --
======== ========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
Accounts payable $ -- $ --
-------- --------

Total current liabilities -- --
-------- --------
Stockholders' Equity
Preferred Stock, par value $0.0001 per share,
50,000,000 shares authorized, none outstanding
Common Stock, par value $0.0001 per share,
100,000,000 shares authorized, 4,869,918 shares
issued and outstanding on December 31, 2008 487 300
Additional paid-in capital 56,511 600
(Deficit) accumulated during the development stage (7,770) (900)
-------- --------

Total stockholders' equity 49,228 --
-------- --------

Total Liabilities and Stockholders' Equity $ 49,228 $ --
======== ========

The Accompanying Notes are an Integral Part of These Financial Statements

F-2

SEAOSPA, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS

November 2, 2007
Year Ended Year Ended (Inception) To
December 31, December 31, December 31,
2008 2007 2008
---------- ---------- ----------

Sales $ 2,476 $ -- $ 2,476

Cost of Goods Sold 1775 -- 1775
---------- ---------- ----------

Gross Profit 701 -- 701

Operating Expenses
Legal fees 7,129 -- 7,129
Filing Fees 290 -- 290
General and Administrative 152 -- 152
Organization Cost -- 900 900
---------- ---------- ----------
Total Operating Expenses 7,571 900 8,471
---------- ---------- ----------

Loss before income taxes (6,870) (900) (7,770)
---------- ---------- ----------
Provision for Income Taxes -- -- --
---------- ---------- ----------

Net (Loss) $ (6,870) $ (900) $ (7,770)
========== ========== ==========

Basic and Diluted
(Loss) per Common Shares a a
---------- ----------
Weighted Average Number
of Common shares 3,215,169 3,000,000
---------- ----------

- ----------
a = Less than ($0.01) per share

The Accompanying Notes are an Integral Part of These Financial Statements

F-3

SEAOSPA, INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY

Common Stock
------------------- Paid in Accumulated Total
Shares Amount Capital Deficit Equity
------ ------ ------- ------- ------
# $ $ $ $

INCEPTION NOVEMBER 2, 2007

Common stock issued to Directors 3,000,000 300 600 -- 900
for cash November 2, 2007 @ $0.0003
per share

Net loss for the year (900) (900)
---------- ----- ------- ------- -------
BALANCE, DECEMBER 31, 2007 3,000,000 300 600 (900) --

Private placement closed on 1,869,918 187 55,911 -- 56,098
November 20, 2008 @ 0.03 per share

Net loss for the year (6,870) (6,870)
---------- ----- ------- ------- -------

BALANCE, DECEMBER 31, 2008 4,869,918 487 56,511 (7,770) 49,228
========== ===== ======= ======= =======

The Accompanying Notes are an Integral Part of These Financial Statements

F-4

SEAOSPA, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS

November 2, 2007
Year Ended Year Ended (Inception) To
December 31, December 31, December 31,
2008 2007 2008
-------- -------- --------

Operating Activities
Net (Loss) $ (6,870) $ (900) $ (7,770)
Adjustments To Reconcile Net Loss To
Net Cash Used By Operating Activities -- -- --
-------- -------- --------
Net Cash (Used) by Operating Activities (6,870) (900) (7,770)
-------- -------- --------

Financing Activities
Proceeds from issuance of common stock $ 56,098 $ 900 $ 56,998
-------- -------- --------
Cash Provided by Financing Activities 56,098 900 56,998
-------- -------- --------

Net Increase in Cash 49,228 -- 49,228

Cash, Beginning of Period -- -- --
-------- -------- --------

Cash, End of Period $ 49,228 $ -- $ 49,228
======== ======== ========

The Accompanying Notes are an Integral Part of These Financial Statements

F-5

SEAOSPA, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2008

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

The Company was incorporated under the laws of the state of Nevada on November
2, 2007. The Company has limited operations and in accordance with SFAS #7, is
considered a development stage company and has not yet realized any revenues
from its planned operations.

We are in the business of purchasing and distributing Dead Sea skin and hair
care products from Israel. At this stage, the only operations we have engaged in
are the development of our website and business plan. As a development stage
enterprise, the Company discloses the deficit accumulated during the development
stage and the cumulative statements of operations and cash flows from inception
to the current balance sheet date.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

BASIS OF ACCOUNTING

The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a December 31 fiscal year end.

EARNINGS PER SHARE

In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share" ("SFAS No.
128"), which specifies the computation, presentation and disclosure requirements
for earnings (loss) per share for entities with publicly held common stock. SFAS
No. 128 supersedes the provisions of APB No. 15, and requires the presentation
of basic earnings (loss) per share and diluted earnings (loss) per share. The
Company has adopted the provisions of SFAS No. 128 effective November 2, 2007
(inception).

Basic earnings (loss) per share amounts are computed by dividing the net income
(loss) by the weighted average number of common shares outstanding. Diluted
earnings (loss) per share are the same as basic earnings (loss) per share due to
the lack of dilutive items in the Company.

CASH EQUIVALENTS

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

ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying value of the Company's financial instruments, consisting of
accounts payable and accrued liabilities approximate their fair value due to the
short-term maturity of such instruments. Unless otherwise noted, it is
management's opinion that the Company is not exposed to significant interest,
currency or credit risks arising from these financial statements.

F-6

SEAOSPA, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONT'D)
DECEMBER 31, 2008

REVENUE RECOGNITION

The Company recognizes revenues when delivery of goods or completion of services
has occurred provided there is persuasive evidence of an agreement, acceptance
has been approved by its customers, the fee is fixed or determinable based on
the completion of stated terms and conditions, and collection of any related
receivable is probable.

COST OF SALES

Cost of sales consists of merchandise and shipping costs,

INCOME TAXES

Income taxes are provided in accordance with Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" ("SFAS 109"). A deferred tax
asset or liability is recorded for all temporary differences between financial
and tax reporting and net operating loss carry forwards. Deferred tax expense
(benefit) results from the net change during the year of deferred tax assets and
liabilities.

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.

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 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 revenue and expenses during
the reporting period. Actual results could differ from those estimates.

SOFTWARE DEVELOPMENT COSTS

Software development costs represent capitalized costs of design, configuration,
coding, installation and testing of the Company's website up to its initial
implementation. Upon implementation, the asset will be amortized to expense over
its estimated useful life of three years using the straight-line method. Ongoing
website post-implementation costs of operation, including training and
application maintenance, will be charged to expense as incurred.

F-7

SEAOSPA, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONT'D)
DECEMBER 31, 2008

RECENT ACCOUNTING PRONOUNCEMENTS

In June 2008, the Financial Accounting Standards Board ("FASB") issued FASB
Staff Position No. EITF No. 03-6-1, "Determining Whether Instruments Granted in
Share-Based Payment Transactions Are Participating Securities" ("FSP EITF No.
03-6-1"). According to FSP EITF No. 03-6-1, unvested share-based payment awards
that contain nonforfeitable rights to dividends or dividend equivalents are
considered participating securities under SFAS No. 128. As such, they should be
included in the computation of basic earnings per share ("EPS") using the
two-class method. FSP EITF No. 03-6-1 is effective for financial statements
issued for fiscal years beginning after December 15, 2008, as well as interim
periods within those years. Once effective, all prior-period EPS data presented
must be adjusted retrospectively. The Company does not expect FSP EITF No.
03-6-1 to have a material impact on the Company's financial position or results
of operations.

In March 2008, the FASB issued Statement No. 161, "Disclosures about Derivative
Instruments and Hedging Activities", an amendment of FASB Statement No. 133
("SFAS No. 161"). SFAS No. 161 applies to all derivative instruments and
nonderivative instruments that are designated and qualify as hedging instruments
and related hedged items accounted for under SFAS No. 133. SFAS No. 161 requires
entities to provide greater transparency through additional disclosures about
(a) how and why an entity uses derivative instruments, (b) how derivative
instruments and related hedged items are accounted for under SFAS No. 133 and
its related interpretations, and (c) how derivative instruments and related
hedged items affect an entity's financial position, results of operations, and
cash flows. SFAS No. 161 is effective for financial statements issued for fiscal
years and interim periods beginning after November 15, 2008. The Company does
not expect SFAS No. 161 to have a material impact on the Company's financial
position or results of operations.

In December 2007, the FASB issued Statement No. 141 (revised), "Business
Combinations" ("SFAS No. 141(R)"). SFAS No. 141(R) significantly changes the
accounting for business combinations and establishes principles and requirements
for how an acquirer recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed and any noncontrolling
interest in the acquiree and recognizes and measures the goodwill acquired in
the business combination or a gain from a bargain purchase. SFAS No. 141(R)
applies prospectively to business combinations for which the acquisition date is
on or after the beginning of the first annual reporting period beginning on or
after December 15, 2008.

In December 2007, the FASB issued Statement No. 160, "Noncontrolling Interests
in Consolidated Financial Statements" - an amendment of ARB No. 51 ("SFAS No.
160"). SFAS No. 160 changes the accounting for noncontrolling (minority)
interests in consolidated financial statements including the requirements to
classify noncontrolling interests as a component of consolidated shareholders'
equity, the elimination of "minority interest" accounting in results of
operations and changes in the accounting for both increases and decreases in a
parent's controlling ownership interest. SFAS No. 160 is effective for fiscal
years beginning after December 15, 2008, and early adoption is prohibited. The
Company does not expect SFAS No. 160 to have a material impact on the Company's
financial position or results of operations.

F-8

SEAOSPA, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONT'D)
DECEMBER 31, 2008

In February 2007, the FASB issued Statement No. 159 "The Fair Value Option for
Financial Assets and Financial Liabilities" including an amendment of FASB
Statement No. 115 ("SFAS No. 159"), which allows an entity the irrevocable
option to elect fair value for the initial and subsequent measurement for
certain financial assets and liabilities under an instrument-by-instrument
election. If the fair value option is elected for an instrument, subsequent
changes in fair value for that instrument will be recognized in earnings. SFAS
No. 159 also establishes additional disclosure requirements and is effective for
fiscal years beginning after November 15, 2007, with early adoption permitted
provided that the entity also adopts Statement No. 157, "Fair Value
Measurements" ("SFAS No. 157"). SFAS No. 159 is not expected to have a material
impact on its results of operations or financial position.

In September 2006, the FASB issued SFAS No. 157 which defines fair value,
establishes a framework for measuring fair value in generally accepted
accounting principles, and expands disclosures about fair value measurements.
SFAS No. 157 applies under other accounting pronouncements that require or
permit fair value measurements. SFAS No. 157 is effective for fiscal years
beginning after November 15, 2007, and interim periods within those fiscal
years. In February 2008, the FASB issued FASB Staff Position No. SFAS No. 157-2,
Effective Date of FASB Statement No. 157, which provides a one-year deferral of
the effective date of SFAS No. 157 for non-financial assets and non-financial
liabilities, except those that are recognized or disclosed in the financial
statements at fair value on a recurring basis (at least annually). The adoption
of SFAS No. 157 for financial assets and financial liabilities is not expected
to have a material impact on the Company's results of operations or financial
position.

NOTE 3. ADVERTISING

The Company's policy regarding advertising is to expense advertising when
incurred. The Company had not incurred any advertising expense as of December
31, 2008.

NOTE 4. GOING CONCERN

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has net losses for the
period from November 2, 2007 (inception) to December 31, 2008 of $7,770. This
condition raises substantial doubt about the Company's ability to continue as a
going concern. The Company's continuation as a going concern is dependent on its
ability to meet its obligations, to obtain additional financing as may be
required and ultimately to attain profitability. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

Management is planning to raise additional funds through debt or equity
offerings. There can be no assurance that debt or equity financing will be
available to the Company on acceptable terms or at all, and there is no
guarantee that the Company will be successful in these efforts.

NOTE 5. RELATED PARTY TRANSACTIONS

The officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, such

F-9

SEAOSPA, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONT'D)
DECEMBER 31, 2008

persons may face a conflict in selecting between the Company and their other
business interests. The Company has not formulated a policy for the resolution
of such conflicts.

As described in Note 8, on November 2, 2007, the Company issued 3,000,000 common
shares to its directors for cash, valued at $0.0003 per share or $900

NOTE 6. INCOME TAXES

The Company uses the liability method, where deferred tax assets and liabilities
are determined based on the expected future tax consequences of temporary
differences between the carrying amounts of assets and liabilities for financial
and income tax reporting purposes. During fiscal 2008, the Company incurred net
losses and, therefore, has no tax liability. The net deferred tax asset
generated by the loss carry-forward has been fully reserved. The cumulative net
operating loss carry-forward is $7,770 at December 31, 2008, and will expire in
the year 2028.

As at December 31, 2008, deferred tax assets consisted of the following:

Net operating losses $1166

Less: valuation allowance (1166)

Net deferred tax asset --

NOTE 7. NET OPERATING LOSSES

As of December 31, 2008, the Company has a net operating loss carry-forward of
approximately $7,770, which will expire 20 years from the date the loss was
incurred.

NOTE 8. STOCKHOLDERS' EQUITY

AUTHORIZED

The Company is authorized to issue 100,000,000 shares of $0.0001 par value
common stock and 50,000,000 shares of preferred stock, par value $0.0001. All
common stock shares have equal voting rights, are non-assessable and have one
vote per share. Voting rights are not cumulative and, therefore, the holders of
more than 50% of the common stock could, if they choose to do so, elect all of
the directors of the Company.

ISSUED AND OUTSTANDING

For transactions other than those with employee's stock, issuances are in
accordance with paragraph 8 of SFAS 123, where issuances shall be accounted for
based on the fair value of the consideration received. Transactions with
employee's stock issuance are in accordance with paragraphs (16-44) of SFAS 123,
where issuances shall be accounted for based on the fair value of the
consideration received or the fair value of the equity instruments issued,
whichever is the more reliable measure.

F-10

SEAOSPA, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONT'D)
DECEMBER 31, 2008

On November 2, 2007, the Company issued 3,000,000 common shares to its directors
for cash, valued at $0.0003 per share or $900.

Since inception (November 2, 2007) to the year ended December 31, 2008, the
Company accepted subscriptions for 1,869,918 shares of common stock from 40
investors pursuant to a series of private placement transactions which closed on
November 20, 2008. The private placements were not subject to any minimum
investment, and were priced at $0.03 per share, for aggregate gross proceeds of
approximately $56,098. The Company accepted the subscriptions on November 20,
2008.

The Company has commenced an activity to submit a Registration Statement on Form
S-1 to the Securities and Exchange Commission ("SEC") to register 1,400,618 of
its outstanding shares of common stock on behalf of selling stockholders. The
Company will not receive any of the proceeds of this registration activity once
the shares of common stock are sold.

NOTE 9. CONCENTRATION OF CREDIT RISK

The Company's cash and cash equivalents are invested in a major bank in Israel
and are not insured. Management believes that the financial institution that
holds the Company's investments are financially sound and accordingly, minimal
credit risk exists with respect to these investments.

F-11

DEALER PROSPECTUS DELIVERY OBLIGATION

UNTIL JULY 19, 2009, ALL DEALERS EFFECTING TRANSACTIONS IN THESE SECURITIES,
WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A
PROSPECTUS. THIS IS IN ADDITION TO THE DEALER'S OBLIGATION TO DELIVER A
PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE HAVE
NOT AUTHORIZED ANY DEALER, SALESPERSON OR OTHER PERSON TO GIVE YOU DIFFERENT
INFORMATION. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL NOR ARE THEY
SEEKING AN OFFER TO BUY THE SECURITIES REFERRED TO IN THIS PROSPECTUS IN ANY
JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED. THE INFORMATION CONTAINED
IN THIS PROSPECTUS AND THE DOCUMENTS INCORPORATED BY REFERENCE ARE CORRECT ONLY
AS OF THE DATE SHOWN ON THE COVER PAGE OF THESE DOCUMENTS, REGARDLESS OF THE
TIME OF THE DELIVERY OF THESE DOCUMENTS OR ANY SALE OF THE SECURITIES REFERRED
TO IN THIS PROSPECTUS.

SEAOSPA, INC.

1,400,618
SHARES
OF
COMMON STOCK

PROSPECTUS

APRIL 20, 2009