UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the fiscal year ended December 31, 2009

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the transition period from __________ to _________

Commission file number 000-53640

SEAOSPA, INC.
(Name of registrant as specified in its charter)

Nevada 26-1548693
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

3 Ha'hishtadrut St. Suite #6, Kiryat Yam, Israel 29056
(Address of principal executive offices) (Zip Code)

Telephone: +1 (877) 841-5343
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.0001
(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):

Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). Yes [X] No [ ]

As of March 3, 2010, approximately 4,869,918 shares of common stock were
outstanding. The aggregate market value of the common stock held by
non-affiliates of the registrant, as of December 31, 2009, the last business day
of the fiscal year, was approximately $56,098 based on the price at which the
common stock was last sold (i.e, $0.03). Shares of common stock held by each
director, each officer and each person who owns 10% or more of the outstanding
common stock have been excluded from this calculation in that such persons may
be deemed to be affiliates. The determination of affiliate status is not
necessarily conclusive.

DOCUMENTS INCORPORATED BY REFERENCE

None.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The statements contained in this Annual Report on Form 10-K that are not
historical facts are "forward-looking statements." Forward-looking statements
may include our statements regarding our goals, beliefs, strategies, objectives,
plan, including product and service developments, future financial conditions,
results or projections or current expectations. Such forward-looking statements
may be identified by, among other things, the use of forward-looking terminology
such as "believes," "estimates," "intends," "plan" "expects," "may," "will,"
"should," "predicts," "anticipates," "continues," or "potential," or the
negative thereof or other variations thereon or comparable terminology, and
similar expressions are intended to identify forward-looking statements. We
remind readers that forward-looking statements are merely predictions and
therefore inherently subject to uncertainties and other factors and involve
known and unknown risks that could cause the actual results, performance, levels
of activity, or our achievements, or industry results, to be materially
different from any future results, performance, levels of activity, or our
achievements, or industry results, expressed or implied by such forward-looking
statements. Such forward-looking statements appear in Item 1 - "Business" and
Item 7 - "Management's Discussion and Analysis of Financial Condition and
Results of Operations," as well as elsewhere in this Annual Report and include
statements regarding the following: the expected development and potential
benefits from our products to consumers, progress in our efforts to develop our
facilities and our products and to achieve and maintain regulatory approvals,
the potential market demand for our products, our expectations regarding our
short- and long-term capital requirements, our outlook for the coming months and
information with respect to any other plans and strategies for our business.

The factors discussed herein and expressed from time to time in our filings with
the Securities and Exchange Commission could cause actual results and
developments to be materially different from those expressed in or implied by
such statements. The forward-looking statements are made only as of the date of
this filing, and we undertake no obligation to publicly update such
forward-looking statements to reflect subsequent events or circumstances.
Further information on potential factors that could affect our business is
described under the heading "Risks Related to Our Business, Strategy and
Industry" in "Risk Factors" in our registration statement on Form S-1 (File no.
333-157175) which was declared effective on April 20, 2009.

INTRODUCTION

Unless otherwise specified or required by context, as used in this Annual
Report, the terms "we," "our," "us" and the "Company" refer collectively to
Seaospa Inc. The term "fiscal year" refers to our fiscal year ending December
31. Unless otherwise indicated, the term "common stock" refers to shares of our
common stock.

Our financial statements are stated in United States Dollars (US$) and are
prepared in accordance with United States generally accepted accounting
principles (U.S. GAAP).

TABLE OF CONTENTS
PART I

Item 1. Business 4
Item 1A. Risk Factors 5
Item 1B. Unresolved Staff Comments 11
Item 2. Properties 11
Item 3. Legal Proceedings 11
Item 4. Submission of Matters to a Vote of Security Holders 12

PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities 12
Item 6. Selected Financial Data 12
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 13
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 17
Item 8. Financial Statements and Supplementary Data 18
Item 9B. Other Information 28

PART III

Item 10. Directors, Executive Officers, and Corporate Governance 28
Item 11. Executive Compensation 29
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters 30
Item 13. Certain Relationships and Related Transactions, and Director
Independence 31
Item 14. Principal Accounting Fees and Services 32

PART IV

Item 15 Exhibits, Financial Statement Schedules 33

SIGNATURES 34

PART 1

ITEM 1. BUSINESS.

OVERVIEW

We are a development stage company that was incorporated under the laws of the
state of Nevada on December 2, 2007. We have never declared bankruptcy, have
never been in receivership, and have never been involved in any legal action or
proceedings. Since becoming incorporated, we have not made any significant
purchase or sale of assets, nor have we been involved in any mergers,
acquisitions or consolidations. We are not a blank check registrant as that term
is defined in Rule 419(a)(2) of Regulation C of the Securities Act of 1933,
since we have a specific business plan or purpose.

Neither Seaospa, nor its officers, directors, promoters or affiliates, has had
preliminary contact or discussions with, nor do we have any present plans,
proposals, arrangements or understandings with any representatives of the owners
of any business or company regarding the possibility of an acquisition or
merger.

Our offices are currently located at 3 Hahistadrut St., Suite #6, Kiryat Yam,
Israel 29056. Our telephone number is +1 (877) 841-5343. Our website is
www.seaospa.com. The information contained in our website does not form part of
this Annual Report in any way. Our common stock is quoted on the OTC Bulletin
Board under the symbol "SOPA".

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.

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.

As of the date hereof, we have not been successful in raising the additional
funding necessary to continue with our business plan for our business.
Historically, we have been able to raise a limited amount of capital through
private placements of our equity stock, but we are uncertain about our continued
ability to raise funds privately. The recent credit crisis has only made our
situation more difficult, because investors who were historically receptive to
startup situations have become nonexistent in this environment. Without further
loans from our directors, we only have sufficient funds to continue with our
business in a maintenance mode for the next 1-2 months.

As a result of this difficult environment and our lack of cash to continue, our
directors have been analyzing the various alternatives available to our company
to ensure our survival and to preserve our shareholder's investment in our
common shares. This analysis has included sourcing additional forms of financing
to continue our business as is, or mergers and/or acquisitions which would
likely involve a change of business. Our preference is to raise additional,
suitable financing to continue with business, but at this stage in our
operations, we believe either course is acceptable, as our operations have not
been profitable and our future prospects for our business are not good without
further significant financing.

POTENTIAL MERGERS AND ACQUISITIONS

Concurrent with efforts to find suitable financing for our business, we are also
focusing on analyzing potential business opportunities with more established
business entities for merger or acquisition with our company. In certain
instances, a target business may wish to become a subsidiary of our company or
may wish to contribute assets to our company rather than merge. We anticipate
that any new acquisition or business opportunities by our company will require
additional financing. There can be no assurance, however, that we will be able
to acquire the financing necessary to enable us to pursue our plan of operation.
If our company requires additional financing and we are unable to acquire such
funds, our business may fail.

In implementing a structure for a particular business acquisition or
opportunity, we may become a party to a merger, consolidation, reorganization,
joint venture, or licensing agreement with another corporation or entity. We may

also acquire stock or assets of an existing business. Upon the consummation of a
transaction, it is likely that our present management will no longer be in
control of our company and our existing business will close down. In addition,
it is likely that our officers and directors will, as part of the terms of the
acquisition transaction, resign and be replaced by one or more new officers and
directors.

We anticipate that the selection of a business opportunity in which to
participate will be complex and without certainty of success. Management
believes that there are numerous firms in various industries seeking the
perceived benefits of being a publicly registered corporation. Business
opportunities may be available in many different industries and at various
stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex.

We may seek a business opportunity with entities who have recently commenced
operations, or entities who wish to utilize the public marketplace in order to
raise additional capital in order to expand business development activities, to
develop a new product or service, or for other corporate purposes. We may
acquire assets and establish wholly-owned subsidiaries in various businesses or
acquire existing businesses as subsidiaries.

Mr. Terner is undertaking the search for and analysis of new business
opportunities. He is not a professional business analyst. In seeking or
analyzing prospective business opportunities, Mr. Terner may utilize the
services of outside consultants or advisors. At this stage, we can provide no
assurance that we will be able to locate compatible business opportunities, what
additional financing we will require to complete a combination or merger with
another business opportunity, or whether the opportunity's operations will be
profitable. Further, we believe that our company may have more difficulties
raising capital for our existing business than for a new business opportunity.
We have held preliminary negotiations with prospective business entities but
have not entered into any formal written agreements for a business combination
or opportunity. If any such agreement is reached, we intend to disclose such an
agreement by filing a current report on Form 8-K with the Securities and
Exchange Commission.

If we are unable to secure adequate capital to continue our business or
alternatively, complete a merger or acquisition, our shareholders will lose some
or all of their investment and our business will likely fail.

ITEM 1A. RISK FACTORS.

You should carefully consider the following risk factors and all other
information contained herein as well as the information included in this Annual
Report in evaluating our business and prospects. The risks and uncertainties
described below are not the only ones we face. Additional unknown risks and
uncertainties, or that we currently believe are immaterial, may also impair our
business operations. If any of the following risks occur, our business and
financial results could be harmed. You should refer to the other information
contained in this Annual Report, including our financial statements and the
related notes.

Much of the information included in this Annual Report includes or is based upon
estimates, projections or other "forward-looking statements". Such
forward-looking statements include any projections or estimates made by us and
our management in connection with our business operations. While these
forward-looking statements, and any assumptions upon which they are based, are
made in good faith and reflect our current judgment regarding the direction of
our business, actual results will almost always vary, sometimes materially, from
any estimates, predictions, projections, assumptions, or other future
performance suggested herein. We undertake no obligation to update
forward-looking statements to reflect events or circumstances occurring after
the date of such statements.

Such estimates, projections or other "forward-looking statements" involve
various risks and uncertainties as outlined below. We caution readers of this
quarterly report that important factors in some cases have affected and, in the
future, could materially affect actual results and cause actual results to
differ materially from the results expressed in any such estimates, projections
or other "forward-looking statements". In evaluating us, our business and any
investment in our business, readers should carefully consider the following
factors.

RISKS ASSOCIATED WITH OUR EXISTING 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 2008 and 2009 respectively, we incurred
net losses of $28,798, $6,870. As of December 31, 2009, we had an accumulated
deficit of $36,568 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.

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 $36,568 for the period from November 2, 2007
(date of inception) through December 31, 2009. 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.

IF WE ARE UNABLE TO OBTAIN THE NECESSARY REVENUES AND FINANCING FOR OUR
OPERATIONS WE WILL NOT HAVE THE MONEY TO PAY OUR ONGOING EXPENSES AND WE MAY GO
OUT OF BUSINESS.

At December 31, 2009 we had a small working capital deficiency and at present,
we are entirely dependent on loans from our Director and President. Our existing
cash balances are only sufficient for the next 30-60 days. How long Seaospa will
be able to satisfy its cash requirements depends on how quickly our company can
identify suitable financing, or generate revenue and how much revenue can be
generated. If we are unable to obtain financing and generate sufficient revenue
from our business, we may be forced to delay, scale back, or eliminate our sales
activities. If we are unable to obtain financing to cover shortfalls resulting
from reduced revenues or a lack of revenues, we may not be able to continue to
operate our business and our business would fail.

Our ability to successfully produce and sell our services to generate operating
revenues also depends on our ability to obtain the necessary financing. Given
that we have no operating history, no revenues and only losses to date, we may
not be able to achieve this goal, and if this occurs we will not be able to pay
our operating and marketing costs and we may go out of business. We may need to
issue additional equity securities in the future to raise the necessary funds.
We do not currently have any arrangements for additional financing and we can
provide no assurance to investors we will be able to find such financing if
further funding is required. Obtaining additional financing would be subject to
a number of factors, including investor acceptance of our services and our
business model. The issuance of additional equity securities by us would result
in a significant dilution in the equity interests of our current stockholders.
The resale of shares by our existing shareholders pursuant to this prospectus
may result in significant downward pressure on the price of our common stock and
cause negative impact on our ability to sell additional equity securities.
Obtaining loans will increase our liabilities and future cash commitments, and
there can be no assurance that we will even have sufficient funds to repay our
future indebtedness or that we will not default on our future debts if we were
able to even obtain loans.

There can be no assurance that capital will continue to be available if
necessary to meet future funding needs or, if the capital is available, that it
will be on terms acceptable to us. If we are unable to obtain financing in the
amounts and on terms deemed acceptable to us, we may be forced to scale back or
cease operations, which might result in the loss of some or all of your
investment in our common stock.

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.

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 ASSOCIATED WITH MERGING WITH OR ACQUIRING A NEW BUSINESS OPPORTUNITY

WE WILL REQUIRE ADDITIONAL FINANCING. INADEQUATE FINANCING MAY IMPAIR OUR
ABILITY TO COMPETE IN THE MARKETPLACE WHICH MAY RESULT IN THE DISSOLUTION OF OUR
COMPANY.

We require additional financing to complete a suitable merger or combination
with a business opportunity. Further, we anticipate that we will not have
sufficient capital to fund our ongoing operations for the next twelve months. We
may be required to raise additional financing for a particular business
combination or business opportunity. We would likely secure any additional
financing necessary through a private placement of our common shares.

There can be no assurance that, if required, any such financing will be
available upon terms and conditions acceptable to us, if at all. Our inability
to obtain additional financing in a sufficient amount when needed and upon terms
and conditions acceptable to us could have a materially adverse effect upon our
company. There can be no assurance that such funds will be available or
available on terms satisfactory to us. If additional funds are raised by issuing
equity securities, further dilution to existing or future shareholders is likely
to result. If adequate funds are not available on acceptable terms when needed,
we may be required to delay, scale back or eliminate the development of any
business opportunity that we acquire. Inadequate funding could also impair our
ability to compete in the marketplace, which may result in the dissolution of
our company.

WE HAVE A LIMITED OPERATING HISTORY AND IF WE ARE NOT SUCCESSFUL IN CONTINUING
TO GROW OUR BUSINESS, THEN WE MAY HAVE TO SCALE BACK OR EVEN CEASE OUR ONGOING
BUSINESS OPERATIONS.

We have a limited operating history on which to base an evaluation of our
business and prospects. Our prospects must be considered in light of the risks,
uncertainties, expenses and difficulties frequently encountered by companies
seeking to acquire or establish a new business opportunity. Some of these risks
and uncertainties relate to our ability to identify, secure and complete an
acquisition of a suitable business opportunity.

We cannot be sure that we will be successful in addressing these risks and
uncertainties and our failure to do so could have a materially adverse effect on
our financial condition. In addition, our operating results are dependent to a
large degree upon factors outside of our control. There are no assurances that
we will be successful in addressing these risks, and failure to do so may
adversely affect our business.

It is unlikely that we will generate any or significant revenues while we seek a
suitable business opportunity. Our short and long-term prospects depend upon our
ability to select and secure a suitable business opportunity. In order for us to
make a profit, we will need to successfully acquire a new business opportunity
in order to generate revenues in an amount sufficient to cover any and all
future costs and expenses in connection with any such business opportunity. Even
if we become profitable, we may not sustain or increase our profits on a
quarterly or annual basis in the future.

SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES AND COMBINATIONS, PLACE
OUR COMPANY AT A COMPETITIVE DISADVANTAGE IN IDENTIFYING POSSIBLE BUSINESS
OPPORTUNITIES AND SUCCESSFULLY COMPLETING A BUSINESS COMBINATION.

We are, and will continue to be, an insignificant participant amongst numerous
other companies seeking a suitable business opportunity or business combination.
A large number of established and well-financed entities, including venture
capital firms, are actively seeking suitable business opportunities or business
combinations, which may also be desirable target candidates for us. Virtually
all such entities have significantly greater financial resources, technical
expertise and managerial capabilities than we do. We are, consequently, at a
competitive disadvantage in identifying possible business opportunities and
successfully completing a business combination. We will also compete with
numerous other small public companies seeking suitable business opportunities or
business combinations.

THE SUCCESS OF A POTENTIAL MERGER OR COMBINATION WILL DEPEND TO A GREAT EXTENT
ON THE OPERATIONS, FINANCIAL CONDITION AND MANAGEMENT OF ANY IDENTIFIED BUSINESS
OPPORTUNITY.

The success of a potential merger or combination will depend to a great extent
on the operations, financial condition and management of any identified business
opportunity. While management intends to seek business opportunities and/or
business combinations with entities which have established operating histories,
there is no assurance that we will successfully locate business opportunities
meeting such criteria. In the event that we complete a business combination or
otherwise acquire a business opportunity, the success of our operations may be
dependent upon management of the successor firm or venture partner firm,
together with a number of other factors beyond our control.

We have no arrangement, agreement, or understanding with respect to acquiring a
business opportunity or engaging in a business combination with any private
entity. Accordingly, we may enter into a business combination with a business
opportunity having no significant operating history, losses, limited or no
potential for earnings, limited assets, negative net worth or other negative
characteristics.

Although we have entered into preliminary negotiations with prospective business
entities, we have not entered into any formal written agreements for a business
combination or opportunity. There can be no assurance that we will successfully
identify and evaluate suitable business opportunities or conclude a business
combination. There is no assurance that we will be able to negotiate the
acquisition of a business opportunity or a business combination on terms
favorable to us. We have not established a specific length of operating history
or a specified level of earnings, assets, net worth or other criteria which we
will require a target business opportunity to have achieved, and without which
we would not consider a business combination in any form with such business
opportunity. Accordingly, we may enter into a business combination with a
business opportunity having no significant operating history, losses, limited or
no potential for earnings, limited assets, negative net worth or other negative
characteristics.

PROBABLE CHANGE IN CONTROL AND MANAGEMENT MAY REDUCE OR ELIMINATE THE
PARTICIPATION OF OUR PRESENT OFFICERS AND DIRECTORS IN THE FUTURE AFFAIRS OF OUR
COMPANY.

A business combination or acquisition of a business opportunity involving the
issuance of our common shares may result in new or incoming shareholders
obtaining a controlling interest in our company. Any such business combination
or acquisition of a business opportunity may require management of our company
to sell or transfer all or a portion of the common shares in the capital of our
company that they hold or resign as members of our Board of Directors. The
resulting change in our control could result in removal of one or more of our
present officers and directors, and a corresponding reduction in, or elimination
of, their participation in the future affairs of our company.

REQUIREMENT OF AUDITED FINANCIAL STATEMENTS MAY DISQUALIFY A BUSINESS
OPPORTUNITY.

Management believes that any potential business opportunity or target company
must provide audited financial statements for review and for the protection of
all parties to the business acquisition or combination. One or more attractive
business opportunities may forego a business combination with us rather than
incur the expenses associated with preparing audited financial statements.

A FAILURE TO MANAGE GROWTH EFFECTIVELY COULD HAVE A MATERIALLY ADVERSE EFFECT ON
OUR BUSINESS.

Our ability to achieve any growth upon the acquisition of a suitable business
opportunity or business combination will be dependent upon a number of factors
including, but not limited to, our ability to hire, train and assimilate
management and other employees and the adequacy of our financial resources. In
addition, there can be no assurance that we will be able to manage successfully
any business opportunity or business combination. Failure to manage anticipated
growth effectively and efficiently could have a materially adverse effect on our
business.

RISKS ASSOCIATED WITH OUR COMMON STOCK

DIFFICULTY FOR SEAOSPA STOCKHOLDERS TO RESELL THEIR STOCK DUE TO A LIMITED
PUBLIC TRADING MARKET.

There is a very limited public trading market for our common stock, and it is
unlikely that an active public trading market can be established or sustained in
the foreseeable future. Until there is an established trading market, holders of
our common stock may find it difficult to sell their stock or to obtain accurate
quotations for the price of the common stock. If a market for our common stock
does develop, our stock price may be volatile.

BROKER-DEALERS MAY BE DISCOURAGED FROM EFFECTING TRANSACTIONS IN OUR SHARES
BECAUSE THEY ARE CONSIDERED PENNY STOCKS AND ARE SUBJECT TO THE PENNY STOCK
RULES.

Rules 15g-1 through 15g-9 promulgated under the Securities Exchange Act of 1934
impose sales practice and disclosure requirements on FINRA broker-dealers who
make a market in "penny stocks". A penny stock generally includes any non-Nasdaq
equity security that has a market price of less than $5.00 per share. Purchases
and sales of our shares will be generally facilitated by FINRA broker-dealers
who act as market makers for our shares. The additional sales practice and
disclosure requirements imposed upon broker-dealers may discourage
broker-dealers from effecting transactions in our shares, which could severely
limit the market liquidity of the shares and impede the sale of our shares in
the secondary market.

Under the penny stock regulations, a broker-dealer selling penny stock to anyone
other than an established customer or "accredited investor" (generally, an
individual with net worth in excess of $1,000,000 or an annual income exceeding
$200,000, or $300,000 together with his or her spouse) must make a special
suitability determination for the purchaser and must receive the purchaser's
written consent to the transaction prior to sale, unless the broker-dealer or
the transaction is otherwise exempt.

In addition, the penny stock regulations require the broker-dealer to deliver,
prior to any transaction involving a penny stock, a disclosure schedule prepared
by the Commission relating to the penny stock market, unless the broker-dealer
or the transaction is otherwise exempt. A broker-dealer is also required to
disclose commissions payable to the broker-dealer and the registered
representative and current quotations for the securities. Finally, a
broker-dealer is required to send monthly statements disclosing recent price
information with respect to the penny stock held in a customer's account and
information with respect to the limited market in penny stocks.

WE ARE SUBJECT TO THE PERIODIC REPORTING REQUIREMENTS OF THE SECURITIES EXCHANGE
ACT OF 1934, WHICH REQUIRES US TO INCUR AUDIT FEES AND LEGAL FEES IN CONNECTION
WITH THE PREPARATION OF SUCH REPORTS. THESE ADDITIONAL COSTS NEGATIVELY AFFECT
OUR ABILITY TO EARN A PROFIT.

In order to comply with these requirements, our independent registered auditors
have to review our financial statements on a quarterly basis and audit our
financial statements on an annual basis. Moreover, our legal counsel has to
review and assist in the preparation of such reports. The incurrence of these
costs is an expense to our operations and they have a negative effect on our
ability to meet our overhead requirements and earn a profit.

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.

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 Mach 3, 2010 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.

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.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

Not applicable.

ITEM 2. PROPERTIES.

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.

ITEM 3. LEGAL PROCEEDINGS.

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

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES.

There is no established public market for our shares of common stock. Our common
stock is presently not traded on any market or securities exchange and we have
not applied for listing or quotation on any public market.

HOLDERS

On October 13, 2009, there were 42 holders of record of our common stock.

DIVIDEND POLICY

As of the date of this Annual Report, 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.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

We do not have any equity compensation plans.

RECENT SALES OF UNREGISTERED SECURITIES

Since inception, we have issued unregistered securities to the persons, as
described below. None of these transactions involved any underwriters,
underwriting discounts or commissions or any public offering, and we believe
that each transaction was exempt from the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act") by virtue of Section
4(2) thereof, or Regulation D or Regulation S promulgated thereunder. All
recipients had adequate access, through their relationships with us, to
information about us.

On December 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 a director, for cash payment to us of $450. We believe this
issuance was deemed to be exempt under Regulation S of the Securities Act, as no
advertising or general solicitation was employed in offering the securities, the
offering and sale was made only to Mr. Yakov Terner who is a non-U.S. citizen,
and transfer was restricted by us in accordance with the requirements of the
Securities Act.

On December 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 a
director, for cash payment to us of $450. We believe this issuance was deemed to
be exempt under Regulation S of the Securities Act, as no advertising or general
solicitation was employed in offering the securities, the offering and sale was
made only to Mr. Yossi Benitah who is a non-U.S. citizen, and transfer was
restricted by us in accordance with the requirements of the Securities Act.

On November 20, 2008, we issued and sold an aggregate of 1,869,918 shares of our
common stock to 42 non-US seed capital investors at a purchase price of $0.03
per share, without registration under the Securities Act, for total gross
proceeds of $56,098. These shares were sold pursuant to subscription agreements
accepted on November 20, 2008. We completed this offering pursuant to Regulation
S of the Securities Act. We believed that this exemption from registration was
available as each purchaser represented to us that they were a non-U.S. person
as defined in Regulation S, and we did not engage in distribution of these
shares in the United States.

ITEM 6. SELECTED FINANCIAL DATA.

Not Applicable.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH OUR AUDITED
FINANCIAL STATEMENTS AND THE RELATED NOTES THAT APPEAR ELSEWHERE IN THIS ANNUAL
REPORT. THE FOLLOWING DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT
REFLECT OUR PLANS, ESTIMATES AND BELIEFS. OUR ACTUAL RESULTS COULD DIFFER
MATERIALLY FROM THOSE DISCUSSED IN THE FORWARD LOOKING STATEMENTS. FACTORS THAT
COULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE THOSE DISCUSSED BELOW AND
ELSEWHERE IN THIS ANNUAL REPORT.

OUR AUDITED FINANCIAL STATEMENTS ARE STATED IN UNITED STATES DOLLARS AND ARE
PREPARED IN ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES ("U.S. GAAP").

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, 2009, we have incurred
accumulated net losses of $36,568 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.

LIQUIDITY AND CAPITAL RESOURCES

To date, we have had negative cash flows from operations and we have been
dependent on sales of our equity securities to meet our cash requirements. We
expect this to continue for the foreseeable future. We anticipate that we will
have negative cash flows from operations in the next twelve month period.

As of December 31, 2009, we had cash of $20,844, representing a net decrease in
cash of $28,384 since December 31, 2008.

Cash generated by financing activities during the year ended December 31, 2009
amounted to $0. Cash used in operating activities amounted to $28,384, mainly
resulting from a net loss of $28,798 and adjusted by accounts payable of $414.
Cash generated by financing activities during the year ended December 31, 2008
amounted to $56,098 and related to proceeds from issuance of common stock. Cash
used in operating activities during the year ended December 31, 2008 amounted to
$6,870, represented by a net loss of $6,870.

Because no remaining cash and not generated any revenue from our business we
need to raise additional funds for the future development of our business and to
respond to unanticipated requirements or expenses, or to fund the
identification, evaluation and combination or merger with a suitable business
opportunity.

Other than limited loans from our director to continue with our statutory
requirements for the next 12 months, we do not currently have any arrangements
for financing and we can provide no assurance to investors we will be able to
find such financing. There can be no assurance that additional financing will be
available to us, or on terms that are acceptable. Consequently, we may not be
able to proceed with our intended business plans and our business will then
likely fail.

WORKING CAPITAL

As at As at
December 31, December 31,
2009 2008
------- -------
Current Assets $20,844 $49,228
Current Liabilities 414 --
------- -------
Working Capital $20,430 $49,228
======= =======

Working capital has decreased from $49,228 at December 31, 2008 to $20,430 at
December 31, 2009 due to an overall increase in our activity.

Cash Flows

Year Ended Year Ended
December 31, December 31,
2009 2008
------- -------
Net cash used in Operating Activities $(28,384) $ (6,870)
Net cash used in Investing Activities -- --
-------- --------
Net cash provided by Financing Activities -- 56,098
Increase (Decrease) in Cash during the Year $(28,384) $ 49,228
Cash, Beginning of Year 49,228 --
-------- --------
Cash, End of Year $ 20,844 $ 49,228
======== ========

During the year ended December 31, 2009 and year ended December 31, 2008:

(i) Our net cash used in operating activities of $28,506 in December 31,
2009 and December 31, 2008 of $6,870 is associated with overall
increase in our activity.
(ii) Our net cash from financing activities was $0 in 2009, December 31,
2008 was $56,098, these funds were raised pursuant to private
placement of our securities.

PLAN OF OPERATIONS AND CASH REQUIREMENTS OVER THE NEXT 12 MONTHS

The following discussion of the plan of operation, financial condition, results
of operations, cash flows and changes in financial position of our Company
should be read in conjunction with our most recent financial statements and
notes appearing elsewhere in this Form 10-K.

Our immediate priority is to either secure suitable financing to continue with
our existing business or change our business and conclude a merger, acquisition
or combination with a business prospect. This is critical to ensure our survival
and to preserve our shareholder's investment in our common shares. At this stage
in our operations, we believe either course is acceptable, as our operations
have not been profitable and our company will fail without further significant
financing. We currently have a small working capital deficiency including what
we owe to our director. Our director has indicated that he is willing to lend
our company minimum funds to enable us meet our statutory corporate and
reporting obligations for the next 12 months through unsecured, no interest
loans.

ANTICIPATED CASH REQUIREMENTS

The following chart provides an overview of our budgeted expenditures by
significant area of activity over the next 12 months.

ESTIMATED EXPENSES FOR THE NEXT TWELVE MONTH PERIOD

Cash Operating Expenses
Legal/Accounting $15,000
Graphic & Web Designer $10,000
eBay Premium Store + Ecommerce Store $ 1,500
Advertising/ Marketing $14,000
Inventory $12,000
Office Supply & Misc $ 2,000
-------
Total $54,500
=======

Concurrent with our search for additional financing for our existing business,
we are also actively seeking business opportunities with established business
entities for the merger of a target business with our company. In certain
instances, a target business may wish to become a subsidiary of our company or
may wish to contribute assets to our company rather than merge. We anticipate
that any new acquisition or business opportunities by our company will require
additional financing and that we will close our existing business. There can be
no assurance, however, that we will be able to acquire the financing necessary
to enable us to pursue this new plan. If our company requires additional
financing and we are unable to acquire such funds, our business may fail.

At this stage, we cannot quantify what additional financing we will require to
complete a combination or merger with another business opportunity, or whether
the opportunity's operations will be profitable.

RESULTS OF OPERATIONS FOR YEAR ENDED DECEMBER 31, 2009 AND DECEMBER 31, 2008.

The following summary should be read in conjunction with our audited financial
statements for the years ended December 31, 2009 and Inception to December 31,
2008 included herein.

Year Ended Year Ended
December 31, December 31,
2009 2008
------- -------
Sales $ Nil $ 2,476
Cost of Goods Sold -- 1,775
-------- --------
Gross Profit Nil 701

Expenses
Filing Fees $ 2,760 $ 290
General and administrative 15,038 152
Professional fees 11,000 7,129
-------- --------
Total expenses $ 28,798 $ 7,571
-------- --------

Net Loss $(28,798) $ (6,870)
======== ========

REVENUE

We had non significant revenue of $2,476 for the year ended December 31, 2008
and no revenue for the year ended December 31, 2009.

EXPENSES

Our operating expenses for the year ended December 31, 2009 were $28,798
compared to $7,571 in 2008. This net increase of $21,227 was primarily due to an
overall increase in our activity and increased expenses as a result of becoming
an SEC reporting company during the second quarter of fiscal 2009. Significant
figures include:

* $3,871 increase in professional fees
* $2,470 increase in filing fees
* $14,886 increase in general and administrative

GOING CONCERN

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.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our financial statements and accompanying notes are prepared in accordance with
U.S. GAAP. Preparing financial statements requires management to make estimates
and assumptions that affect the reported amounts of assets, liabilities,
revenue, and expenses. These estimates and assumptions are affected by
management's application of accounting policies. We believe that understanding
the basis and nature of the estimates and assumptions involved with the
following aspects of our financial statements is critical to an understanding of
our financials.

EARNINGS PER SHARE

The basic earnings (loss) per share is calculated by dividing our net income
available to common shareholders by the weighted average number of common shares
during the year. The diluted earnings (loss) per share is calculated by dividing
our net income (loss) available to common shareholders by the diluted weighted
average number of shares outstanding during the year. The diluted weighted
average number of shares outstanding is the basic weighted number of shares
adjusted as of the first of the year for any potentially dilutive debt or
equity.

DIVIDENDS

We have not yet adopted any policy regarding payment of dividends. No dividends
have been paid during the periods shown.

CASH EQUIVALENTS

We consider all highly liquid investments with maturity of three months or less
when purchased to be cash equivalents.

INCOME TAXES

We provide for income taxes according to FASB ASC 740.

FASB ASC 740-10-30 requires the reduction of deferred tax assets by a valuation
allowance if, based on the weight of available evidence, it is more likely than
not that some or all of the deferred tax assets will not be realized. No
provision for income taxes is included in the statement due to its immaterial
amount, net of the allowance account, based on the likelihood that we will
utilize the loss carry-forward.

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.

OFF-BALANCE SHEET ARRANGEMENTS

We have no significant off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial position, revenues and expenses, results of operations,
liquidity, capital expenditures or capital resources that are material to
stockholders.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

SEAOSPA, INC.
(A DEVELOPMENT STAGE COMPANY)
INDEX TO FINANCIAL STATEMENTS
DECEMBER 31, 2009 AND DECEMBER 31, 2008

Report of Registered Independent Auditors - 2009 19

Financial Statements -

Balance Sheets as of December 31, 2009 and 2008 20

Statements of Operations for the Year Ended December 31, 2009 and
December 31, 2008, and Cumulative from Inception 21

Statement of Stockholders' Equity for the Period from Inception
Through December 31, 2009 22

Statements of Cash Flows for the Year Ended December 31, 2009 and
December 31, 2008, and Cumulative from Inception 23

Notes to Financial Statements 24

REPORT OF REGISTERED INDEPENDENT AUDITORS - DECEMBER 31, 2009

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

We have audited the accompanying balance sheets of SeaOspa, Inc. (a Nevada
corporation in the development stage) as of December 31, 2009 and 2008, and the
related statements of operations, stockholders' equity, and cash flows for the
years ended December 31, 2009 and 2008, and from inception (November 2, 2007)
through December 31, 2009. 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, 2009 and 2008, and the results of its operations and its cash flows for the
years ended December 31, 2009 and 2008, and from inception (November 2, 2007)
through December 31, 2009, 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, 2009,
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
- --------------------------------
Alan Weinberg CPA
Baltimore, Maryland
February 25, 2010

SEAOSPA, INC.
(A Development Stage Company)

BALANCE SHEETS

December 31, December 31,
2009 2008
-------- --------

ASSETS

Current Assets
Cash in bank $ 20,844 $ 49,228
-------- --------

Total current assets $ 20,844 $ 49,228
-------- --------

Total Assets $ 20,844 $ 49,228
======== ========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Accounts payable $ 414 $ --
-------- --------

Total current liabilities $ 414 $ --
-------- --------
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 487 487
Additional paid-in capital 56,511 56,511
(Deficit) accumulated during the development stage (36,568) (7,770)
-------- --------
Total stockholders' equity 20,430 49,228
-------- --------

Total Liabilities and Stockholders' Equity $ 20,844 $ 49,228
======== ========

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

SEAOSPA, INC.
(A Development Stage Company)

STATEMENTS OF OPERATIONS

November 2, 2007
Year Ended December 31, (Inception) To
--------------------------------- December 31,
2009 2008 2009
----------- ----------- -----------

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

Cost of Goods Sold -- 1,775 1775
----------- ----------- -----------

Gross Profit -- 701 701

Operating Expenses
Professional fees 11,000 7,129 18,129
Filing Fees 2,760 290 3,050
General and Administrative 15,038 152 15,190
Organization Cost -- -- 900
----------- ----------- -----------
Total Operating Expenses 28,798 7,571 37,269
----------- ----------- -----------

Loss before income taxes $ (28,798) $ (6,870 $ (36,568)
----------- ----------- -----------
Provision for Income Taxes -- -- --
----------- ----------- -----------

Net (Loss) $ (28,798) $ (6,870) $ (36,568)
=========== =========== ===========
Basic and Diluted
(Loss) per Common Shares a a
=========== ===========
Weighted Average
Number of Common shares 4,869,918 3,215,169
=========== ===========

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

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

SEAOSPA, INC.
(A Development Stage Company)

STATEMENT 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

Net loss for the year (28,798) (28,798)
---------- ------ ------- -------- --------

BALANCE, DECEMBER 31, 2009 4,869,918 487 56,511 (36,568) 20,430
========== ====== ======= ======== ========

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

SEAOSPA, INC.
(A Development Stage Company)

STATEMENTS OF CASH FLOWS

November 2, 2007
Year Ended December 31, (Inception) To
--------------------------- December 31,
2009 2008 2009
-------- -------- --------

OPERATING ACTIVITIES
Net (Loss) $(28,798) $ (6,870) $(36,568)
Adjustments to Reconcile Net Loss to Net
Cash Used by Operating Activities -- -- --
Accounts receivable - Director -- --
Accounts payable and accrued liabilities 414 -- 414
-------- -------- --------
Net Cash (Used) by Operating Activities (28,384) (6,870) (36,154)
-------- -------- --------
FINANCING ACTIVITIES
Proceeds from issuance of common stock $ -- $ 56,098 $ 56,998
-------- -------- --------
Cash Provided by Financing Activities -- 56,098 56,998
-------- -------- --------

Net Increase (Decrease) in Cash (28,384) 49,228 20,844

Cash, Beginning of Period 49,228 -- --
-------- -------- --------

Cash, End of Period $ 20,844 $ 49,228 $ 20,844
======== ======== ========

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

SEAOSPA, INC.
(Development Stage Company)

NOTES TO FINANCIAL STATEMENTS
December 31, 2009

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 is considered a development
stage company. 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.

The business plan of the Company is to purchase and distribute Dead Sea skin and
hair care products from Israel. At this stage, the only operations are the
development of our website and business plan.

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

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, approximates 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.

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

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

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.

RECENT ACCOUNTING PRONOUNCEMENTS

In April 2009, the FASB issued FSP No. FAS 157-4, "Determining Fair Value When
the Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly" ("FSP FAS 157-4"),
codified in FASB ASC 820-10-65, which provides additional guidance for
estimating fair value in accordance with ASC 820-10 when the volume and level of
activity for an asset or liability have significantly decreased. ASC 820-10-65
also includes guidance on identifying circumstances that indicate a transaction
is not orderly. The adoption of ASC 820-10-65 did not have an impact on the
Company's results of operations or financial condition.

In May 2009, the FASB issued SFAS No. 165, "Subsequent Events" ("SFAS 165")
codified in FASB ASC 855-10-05, which provides guidance to establish general
standards of accounting for and disclosures of events that occur after the
balance sheet date but before financial statements are issued or are available
to be issued. FASB ASC 855-10-05 also requires entities to disclose the date
through which subsequent events were evaluated as well as the rationale for why
that date was selected. FASB ASC 855-10-05 is effective for interim and annual
periods ending after June 15, 2009. FASB ASC 855-10-05 requires that public
entities evaluate subsequent events through the date that the financial
statements are issued.

In June 2009, the FASB issued SFAS No. 166, "Accounting for Transfers of
Financial Assets - an amendment of FASB Statement No. 140" ("SFAS 166"),
codified as FASB ASC 860, which requires entities to provide more information
regarding sales of securitized financial assets and similar transactions,
particularly if the entity has continuing exposure to the risks related to
transferred financial assets. FASB ASC 860 eliminates the concept of a
"qualifying special-purpose entity," changes the requirements for derecognizing
financial assets and requires additional disclosures. FASB ASC 860 is effective
for fiscal years beginning after November 15, 2009. The adoption of FASB ASC 860
did not have an impact on the Company's financial condition, results of
operations or cash flows.

In June 2009, the FASB issued SFAS No. 167, "Amendments to FASB Interpretation
No. 46(R)" ("SFAS 167"), codified as FASB ASC 810-10, which modifies how a
company determines when an entity that is insufficiently capitalized or is not
controlled through voting (or similar rights) should be consolidated. FASB ASC
810-10 clarifies that the determination of whether a company is required to
consolidate an entity is based on, among other things, an entity's purpose and
design and a company's ability to direct the activities of the entity that most
significantly impact the entity's economic performance. FASB ASC 810-10 requires
an ongoing reassessment of whether a company is the primary beneficiary of a
variable interest entity. FASB ASC 810-10 also requires additional disclosures
about a company's involvement in variable interest entities and any significant
changes in risk exposure due to that involvement. FASB ASC 810-10 is effective
for fiscal years beginning after November 15, 2009. The adoption of FASB ASC
810-10 did not have an impact on the Company's financial condition, results of
operations or cash flows.

In June 2009, the FASB issued FASB ASC 105, Generally Accepted Accounting
Principles, which establishes the FASB Accounting Standards Codification as the
sole source of authoritative generally accepted accounting principles. Pursuant
to the provisions of FASB ASC 105, we have updated references to GAAP in our
financial statements. The adoption of FASB ASC 105 did not impact the Company's
financial position or results of operations.

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, 2009.

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, 2009 of $36,568. 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
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 $36,568 at December 31, 2009, and will expire in
the year 2029.

As at December 31, 2009, deferred tax assets consisted of the following:

Net operating losses $ 8,411

Less: valuation allowance (8,411)
-------

Net deferred tax asset $ --
=======

NOTE 7. NET OPERATING LOSSES

As of December 31, 2009, the Company has a net operating loss carry-forward of
approximately $36,568 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

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.

From inception (November 2, 2007) until 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 1,869,918 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. The Registration Statement was declared
effective April 20, 2009.

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.

NOTE 10. SUBSEQUENT EVENTS

The Company evaluated events occurring between the balance sheet date and March
3, 2010, the date the financial statements were issued and there were no
significant events.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Directors and Executive Officers

As at December 31, 2009, our directors and executive officers, their ages,
positions held, and duration of such, are as follows:

Name Position Held With Company Age Date First Elected or Appointed
- ---- -------------------------- --- -------------------------------

Yakov Terner President, Treasurer and Director 48 November 2, 2007
Yossi Benitah Secretary and Director 60 November 2, 2007

BUSINESS EXPERIENCE

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 family relationships between 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.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our executive officers and directors,
and persons who own more than 10% of our common stock, to file reports regarding
ownership of, and transactions in, our securities with the Securities and
Exchange Commission and to provide us with copies of those filings. Specific due
dates for these reports have been established. Based solely on our review of the
copies of such forms received by us, or written representations from certain
reporting persons, we believe that during the fiscal year ended December 31,
2009, all Section 16(a) filing requirements applicable to its directors,
executive officers, and greater than ten percent beneficial owners were complied
with.

ITEM 11. 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 2009 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, 2009.

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

There are currently no employments 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 no formal plan for compensating our directors for their services in
their capacity as directors. Directors are entitled to reimbursement for
reasonable travel and other out-of-pocket expenses incurred in connection with
attendance at meetings of our Board of Directors. The Board of Directors may
award special remuneration to any director undertaking any special services on
behalf of SeaOspa, Inc other than services ordinarily required of a director.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDERS MATTERS.

The following table sets forth information regarding the beneficial ownership of
our common stock as of December 2, 2008 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 4,869,917 shares of our common stock issued and
outstanding as of March 3, 2010. 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
Title of Class Beneficial Owner of Beneficial Ownership Percentage of Class
- -------------- ---------------- ----------------------- -------------------

Common Stock (1) Yakov Terner 1,500,000 30.80%
President,
Treasurer and
Director
Common Stock (2) Yossi Benitah 1,500,000 30.80%
Secretary and
Director
Common Stock (3) Yaron Borenstein 251,800 5.17%
Common Stock (4) Gideon Reifman 278,867 5.73%
Common Stock (5) Bronia Fruhter 258,000 5.30%
All officers as a Group 3,000,000 61.60%

- ----------
(1) Ykov's address is 3-6 Ha'hishtadrut st Kiryat Yam ,Israel
(2) Yossi's address is 3-21 Nftali Ben Ephraim st Dira 21 Rehovot, Israel
(3) Yaron's address is Hahagana 12 Givataim, Israel
(4) Gideon's address is Ha'tawas 11 Apt5 Kadima Zoran, Israel
(5) Bronia's address is Almagor 17/5 Tel Aviv, Israel 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.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE.

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.

REAL PROPERTY

STOCK TRANSACTIONS

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.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

AUDIT FEES

The aggregate fees billed during the fiscal years ended December 31, 2009 and
2008 by Alan Weinberg CPA for professional services and for the audit of our
annual financial statements, quarterly reviews of our interim financial
statements and services normally provided by the independent accountant in
connection with statutory and regulatory filings or engagements for these fiscal
periods were as follows:

Year Ended Year Ended
December 31, 2008 December 31, 2009
----------------- -----------------
Alan Weinberg CPA Audit Fees $ 0 $7,500
Audit Related Fees $ 0 $ 0
Tax Fees $ 0 $ 0
All Other Fees $ 0 $ 0
TOTAL $ 0 $7,500 (1)

- ----------
(1) Audit fees for year ended December 31, 2009 have not yet been billed to us
yet

In the above table, "audit fees" are fees billed by our company's external
auditor for services provided in auditing our company's annual financial
statements for the subject year. "Audit-related fees" are fees not included in
audit fees that are billed by the auditor for assurance and related services
that are reasonably related to the performance of the audit review of our
company's financial statements. "Tax fees" are fees billed by the auditor for
professional services rendered for tax compliance, tax advice and tax planning.
"All other fees" are fees billed by the auditor for products and services not
included in the foregoing categories.

PRE APPROVAL POLICIES AND PROCEDURES

We do not have a separately designation Audit Committee. The Board of Directors
pre-approves all services provided by our independent auditors. All of the above
services and fees were reviewed and approved by the Board of Directors either
before or after the respective services were rendered.

The Board of Directors has considered the nature and amount of fees billed by
Alan Weinberg CPA, and believes that the provision of services for activities
related to the audit is compatible with maintaining Alan Weinberg CPA.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

Exhibit Description
------- -----------

3.1 Articles of Incorporation of Registrant.

3.2 Bylaws of Registrant.

31.1 Certification of Principal Executive Officer and Principal
Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.

32.1 Certification of Principal Executive Officer and Principal
Financial Officer pursuant to 18 U.S.C Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, in Kiryat Yam, Israel on March 3, 2010.
SEAOSPA, INC.

By: /s/ Yakov Terner
------------------------------------------------
Name: Yakov Terner
Title: President, Treasurer and Director
(Principal Executive and Principal Financial
and Accounting Officer)

Pursuant to the requirements of the Securities Act of 1933, this report has been
signed by the following persons in the capacities and on the dates indicated.

Signature Title Date
--------- ----- ----

/s/ Yakov Terner President, Treasurer and Director March 3, 2010
- ----------------------------- (Principal Executive and Principal
Yakov Terner Financial and Accounting Officer)

/s/ Yossi Benitah Secretary and Director March 3, 2010
- -----------------------------
Yossi Benitah