UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 to FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Registration No. 333-158153
	SOEFL INC.
	(Exact name of registrant as specified in its charter)
Nevada			7370		26-3550286
(State or other jurisdiction of incorporation or organization)			(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)
	112 North Curry Street Carson City, NV 89703-4934 Tel: (877) 685-1955
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Ms. Ratree Yabamrung President SOEFL Inc. 112 North Curry Street, Carson City, NV 89703-4934 Tel: (877) 685-1955         Fax: (866) 334-2567
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: From time to time after this registration statement become effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: [X]
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
Indicate by check mark whether the registrant is a large accelerated file, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ]						Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting company)						Smaller reporting company [X]

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Calculation of Registration Fee

*

Previously paid in connection with the Initial Registration Statement.

(1)

An indeterminate number of additional shares of common stock shall be issuable pursuant to Rule 416 to prevent dilution resulting from stock splits, stock dividends or similar transactions and in such an event the number of shares registered shall automatically be increased to cover the additional shares in accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”).

(2)

Represents shares issued by SOEFL Inc. in private placement transactions completed on December 29, 2008.

(3)

Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(c) promulgated under the Securities Act of 1933, as amended.

The information in this prospectus is not complete and may be changed without notice.  The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and SOEFL Inc. and the selling stockholders are not soliciting offers to buy these securities, in any state where the offer or sale of these securities is not permitted.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

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EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-158153) contains updated information that was included in the Registrant's Annual Report on Form 10-K for the period ended December 31, 2009, as filed with the Securities and Exchange Commission on April 15, 2010, and that was included in the Registrant's Quarterly Report on Form 10-Q for the period ended September 30, 2010, as filed with the Securities and Exchange Commission on October 21, 2010, and certain other material information.

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SUBJECT TO COMPLETION, DATED _________________, 2010

SOEFL INC.

PROSPECTUS

635,000 SHARES
COMMON STOCK

This prospectus relates to 635,000 shares of common stock of SOEFL Inc. which may be offered by the selling stockholders identified on page 10 of this prospectus for their own account.

 

We will not receive any proceeds from the sale of common stock by the selling stockholders. We are paying the expenses incurred in registering the shares, but all selling and other expenses incurred by the selling stockholders will be borne by the selling stockholders.

 

The shares of common stock being offered pursuant to this prospectus are “restricted securities” under the Securities Act of 1933, as amended (the “Securities Act”), before their sale under this prospectus. This prospectus has been prepared for the purpose of registering these shares of common stock under the Securities Act to allow for a sale by the selling stockholders to the public without restriction. Each of the selling stockholders and the participating brokers or dealers may be deemed to be an “underwriter” within the meaning of the Securities Act, in which event any profit on the sale of shares by such selling stockholder, and any commissions or discounts received by the brokers or dealers, may be deemed to be underwriting compensation under the Securities Act.

 

Our common stock is cleared for an unpriced quotation on the OTC Bulletin Board under the symbol “SOEF.OB”.  Since being cleared on the OTC Bulletin Board there has not been a reported sale of our common stock nor has there been a posted bid or ask price.

The purchase of the securities offered through this prospectus involves a high degree of risk. You should carefully read and consider the section of this prospectus entitled “Risk Factors” on pages 5 through 9 before buying any shares of our common stock.

Neither the United States Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The information contained in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the United States Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

The Date of this Prospectus is: ____________, 2010

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TABLE OF CONTENTS

We have not authorized any dealer, salesperson or other person to give any information or represent anything not contained in this prospectus. You should not rely on any unauthorized information. This prospectus does not offer to sell or buy any shares in any jurisdiction in which it is unlawful. The information in this prospectus is current as of the date on the cover. You should rely only on the information contained or incorporated by reference in this prospectus.

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SUMMARY INFORMATION, RISK FACTORS AND RATIO OF EARNINGS TO FIXED CHARGES

As used in this prospectus, unless the context otherwise requires, “we,” “us,” “our,” the “Company” and “SOEFL” refers to SOEFL Inc. All dollar amounts in this prospectus are in U.S. dollars unless otherwise stated. You should read the entire prospectus before making an investment decision to purchase our common stock.

Overview of Our Business

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

On our social networking web site located at www.soefl.com, which is currently not yet operational and is “under construction”, we intend to enable users to locate and interact with their acquaintances. Using interactive tools and features we intend to provide our members, as with other social networking web sites, the ability to contribute to our social networking web site, distinct, relevant pieces of content, such as names, school affiliations, profiles, biographies, interests and photos. We intend to have our soefl.com web site operational and able to generate revenues during the 2010-2011 U.S. school year. We expect the cost of the development of our SOEFL.com web site to be approximately $24,000 in third-party consulting fees and expenses, in addition to the work contributed to the development by our management. Once our SOEFL.com web site is operational, there are many different forms of Internet advertising that we intend to use to generate revenues, which include pay per impression, pay per click, pay per play, or pay per action advertisements to name a few, and the only material uncertainties that management can foresee in respect of our generating revenues from our SOEFL.com web site, would be our inability to generate material revenues. If we are unable to generate material revenues or obtain adequate financing, our business may fail and you may lose some or all of your investment in our common stock.

SOEFLpoints, is to be our online loyalty marketing service, where we intend to provide advertisers with an effective means to reach our online audience with targeted marketing campaigns, while also enabling consumers to earn points-based rewards by responding to email offers, completing online surveys, shopping online and engaging in other online activities. We intend to market products and services of advertisers to our SOEFLpoints members, who register with SOEFLpoints.com through a double opt-in process to receive email marketing messages from us. We intend to have our SOEFLpoints.com web site operational and able to generate revenues during the 2010-2011 U.S. school year. We expect the cost of the development of our SOEFLpoints.com web site to be approximately $24,000 and intend to develop this web site using revenues generated from our SOEFL.com web site. If we are unable to generate sufficient revenues, early in 2010, from our SOEFL.com web site so as to develop our SOEFLpoints.com web site, we may be required to postpone development until such time as we have generated sufficient revenues from our SOEFL.com web site. We do not intend to develop our SOEFLpoints.com web site until such time as our SOEFL.com web site has generated sufficient revenues to funds such development.

Industry Background

Online Social Networking. Online social networking is rapidly growing and evolving to include a broad spectrum of web sites and online services. From a category that attracted a relatively small number of users a few years ago, social networking web sites are attracting millions of unique visitors worldwide.

People have a fundamental drive to connect with others, be part of a community, express themselves and maintain personal relationships. Core, life-long relationships are often based on enduring affiliations related to shared experiences such as family, school, workplace or military service. People seek to foster these relationships as well as other meaningful affiliations, such as those based on common interests, hobbies and trends.

Social networking Web sites fulfill a number of different needs, allowing users to find and connect with individuals from their past and interact with new people based on shared interests, goals or other criteria. Many social networking web sites and services provide users with tools that enable individuals to identify, build and maintain personal networks from their relevant affiliations. Users of social networking services may interact and communicate through email as well as through a variety of other online forums, including instant messaging, blogging, the posting of pictures and videos, voice chat and discussion groups. Many advertisers, recognizing that consumers spend an increasing amount of time online, view social networking web sites as an attractive marketing medium for their products and services.

Online Loyalty Marketing. The Internet is a growing channel for advertisers and for consumers to find and purchase goods and services. Online loyalty marketing enables advertisers to target consumers in ways that are generally impractical with traditional direct marketing channels. Online loyalty marketing programs often have the ability to segment members based on personal interests, purchasing behavior and demographic profiles in order to create highly targeted advertising campaigns, thereby optimizing value to the advertiser. Online loyalty marketing services use points as an incentive for members to update their personal interest profile, helping advertisers reach consumers interested in purchasing their products and services. Online loyalty marketing services can also easily measure click-through rates on display advertising and response rates to email offers, providing rapid feedback for advertisers that can be used to identify potential customers and create new targeted offers.

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Our Strategy

Our objective is to become a leader in online social networking and online loyalty marketing. Key elements of our business strategy include the following:

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We plan to deliver an exciting member experience on our Web site and we intend to deliver exciting service offerings through our social networking and loyalty marketing platforms.

·

We plan to generate consumer awareness of our brands through viral marketing in order to build and then expand upon our membership base.

·

We intend to generate advertising revenues by showing the value of our services to advertisers.

Our Services

Online Social Networking. On our social networking web site located at www.soefl.com, we plan to allow users to locate and interact with acquaintances from high school, college, work and the military. This membership base and their user generated content posted on SOEFL.com should assist us in acquiring new members. This valuable content should bring existing members back to SOEFL.com on a recurring basis over many years.

Membership on our social networking web site located at www.soefl.com will initially be free and we intend to provide members with access to a number of interactive features. Visitors to SOEFL.com will be able to become members by completing the registration process and providing their name, age, graduation year and a valid, confirmed email address. Members will be required to affiliate with at least one high school, college, work or military community. In addition, members will be able to elect to provide information about their personal interests and can post photos.

We intend that our services will include:

Media Services. This would allow advertisers to directly market their products or services to SOEFLpoints members through a variety of media services, including email, newsletters, exclusive member offers and Web site placements.

Shopping. SOEFL.com could also serve as an online shopping portal where members would be able to earn points for shopping through SOEFL.com. We intend to also have a comparative shopping feature that would enable our members to identify point-earning opportunities for products they are looking to purchase online.

Market Research and Online Surveys. We intend to deliver market research surveys, on behalf of market research companies, to a targeted online audience. We believe that once our member base exceed one million members, it could facilitate high response rates and provide a strong likelihood that the desired number of qualified survey applicants will be available.

Company Information

We were incorporated on October 15, 2008 pursuant to the laws of the State of Nevada. Our principal executive offices are located at 112 North Curry Street, Carson City, NV 89703 and our telephone number is (877) 685-1955. Our Internet address is www.soefl.com. The information on our websites is not intended to be a part of this prospectus, and you should not rely on any of the information provided there in making your decision to invest in our common stock.

Information contained on, or that can be accessed through, our Web site is not part of this prospectus. SOEFL™, soefl.com™ and SOEFLpoints™ are our trademarks. All other trademarks, trade names or service marks appearing in this prospectus are the property of their respective owners.

About this Prospectus

You should only rely on the information contained in this prospectus. We have not, and the selling stockholders have not, authorized anyone to provide information different from that contained in this prospectus. The selling stockholders are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front of the document.

Special Note Regarding Forward-Looking Statements

Some of the statements under “Overview of Our Business”, “Risk Factors”, “Plan of Operation”, “Business”, and elsewhere in this prospectus constitute forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “intends to”, “estimated”, “predicts”, “potential”, or “continue” or the negative of such terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by such forward-looking statements. These factors include, among other things, those listed under “Risk Factors”, “Plan of Operation” and elsewhere in this prospectus. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. We undertake no obligation to update any of the forward-looking statements after the date of this prospectus to conform forward-looking statements to actual results.

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The Offering

Summary Financial Information

The following table sets forth summary financial data derived from our financial statements. The data should be read in conjunction with the financial statements, related notes and other financial information included in this prospectus.

We have operated at a loss since our inception, and we cannot assure you that we will operate at a profit in the future. Because we have operated at loss, we have relied upon a private placement of common stock to fund our operations since our inception, and must continue to rely on debt or equity investments until we operate profitably, if ever.

Our auditor's report dated April 14, 2010 on our financial statements for the year ended December 31, 2009 included a going concern qualification which stated that there was substantial doubt as to our ability to continue as a going concern. We continue to be undercapitalized because of our continued losses from operations and do not have sufficient financial resources to meet the anticipated costs of completing the development and marketing of our social networking and loyalty marketing services. Accordingly, we will need to obtain additional financing in order to complete our plan of operation and meet our current obligations as they come due.

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RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The trading price of our common stock, if we publicly trade at a later date, could decline due to any of these risks, and you may lose all or part of your investment.

Risks Related to Our Business

If we do not obtain additional financing, our business will fail.

As at September 30, 2010, we had cash on hand of approximately $554. As at December 31, 2009 we had cash on hand of approximately $929. Although we partially completed the design and development of our social networking and loyalty marketing services in fiscal 2010, we will need to obtain additional financing to complete the design and development of our social networking and loyalty marketing services. Our ability to obtain additional financing could be subject to a number of factors outside of our control, including the attraction of our social networking services to consumers, and any unanticipated problems relating to the design and development of our social networking and loyalty marketing services, including the costs of third-party website development consultants and additional costs and expenses that may exceed our current estimates.

The fact that we do not have significant cash or other material assets, nor do we have an established source of revenues sufficient to cover our operating costs raises substantial doubt about our ability to continue as a going concern, as indicated in our independent auditors’ report in connection with our audited financial statements.

The fact that we do not have significant cash or other material assets, nor do we have an established source of revenues sufficient to cover our operating costs raises substantial doubt about our ability to continue as a going concern, as indicated in our independent auditors’ report in connection with our audited financial statements.

We do not have significant cash or other material assets, nor do we have an established source of revenues sufficient to cover our operating costs. Additionally, we have accumulated significant losses, have negative working capital, and a deficit in stockholders’ equity. Because of all of these factors, our independent auditors’ report includes an explanatory paragraph about our ability to continue as a going concern. We will, in all likelihood, continue to incur operating expenses without significant revenues until our products and services gain significant popularity. Management projects that we may require an additional $128,000 to fund our operating expenditures for the next twelve month period. If we are unable to generate material revenues or obtain adequate financing, our business may fail and you may lose some or all of your investment in our common stock.

Since we anticipate operating expenses will increase prior to earning revenue, if any, we may never achieve profitability.

Prior to the completion of the design and development of our social networking and loyalty marketing services and establishing our marketing initiatives, we anticipate that we will incur increased operating expenses without realizing any revenue. Based upon current plans, we expect to incur operating losses in future periods. Anticipated losses will occur because there are expenses associated with the design and development of our social networking and loyalty marketing services and establishing our marketing initiatives. Within the next 12 months, increases in expenses associated with the design and development of our social networking and loyalty marketing services and establishing our marketing initiatives will be attributed primarily to the cost of third-party website development consultants and Internet marketing initiatives.

Since we lack an operating history, we face a high risk of business failure, which may result in the loss of your investment.

We are a development-stage company and have not completed the design and development of our social networking and loyalty marketing services and establishing our marketing initiatives. We were incorporated on October 15, 2008 and to date have been involved primarily in organizational activities and initial design and development of our social networking and loyalty marketing services. Thus we have no way to evaluate the likelihood that we will be able to operate our business successfully. We cannot guarantee we will be successful in generating revenue in the future or be successful in raising funds through the sale of shares to pay for the design and development expenses. As of the date of this prospectus, we have not earned any revenue. Failure to generate revenue may cause us to go out of business, which will result in the complete loss of your investment.

Our officers and directors are non-residents of the United States.

Both Ratree Yabamrung, our president, treasurer and a director, and Kotchaporn Bousing, our secretary and a director, are non-residents of the United States. Accordingly, investors in this offering may not feel comfortable investing in a company whose management is outside of the country and may have concerns regarding the future stability of the company. There can be no assurance management will ever be run by residents of the United States.

All of our assets and our officers and directors are outside the United States, with the result that it may be difficult for investors to enforce within the United States any judgments obtained against us or our officers and directors.

All of our assets are located outside the United States and we do not currently maintain a permanent place of business within the United States. In addition, our officers and directors are nationals and/or residents of a country other than the United States, and all or a substantial portion of their assets are located outside the United States. As a result, it may be difficult for investors to enforce within the United States any judgments obtained against us or our officers and directors, including judgments predicated upon the civil liability provisions of the securities laws of the

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United States or any state thereof. Consequently, you may be effectively prevented from pursuing remedies under United States federal and state securities laws against us or our officers and directors.

As our president has other outside business activities, she may not be in a position to devote a majority of her time to our company, which may result in periodic interruptions or business failure.

Ratree Yabamrung, our president, treasurer and a director, has other outside business activities and currently devotes approximately 15-25 hours per week to our operations. Our operations may be sporadic and occur at times which are not convenient to Ms. Yabamrung, which may result in periodic interruptions or suspensions of our business plan. As Ms. Yabamrung is responsible for the development of our SOEFL.com and SOEFLpoints.com web sites, and should she be unable to complete the development, we may be required to hire employees or third-party consultants to complete the development and we may not have the necessary funds to do so, if and when required. Such delays or our inability to hire employees or third-party consultants to complete the development could have a significant negative effect on the success of the business and our business may fail and you may lose some or all of your investment in our common stock.

Key management personnel may leave our company, which could adversely affect our ability to continue operations.

We are entirely dependent on the efforts of Ratree Yabamrung, our president, treasurer and a director. The loss of our president, or of other key personnel hired in the future, could have a material adverse effect on the business and our prospects. There is no guarantee that replacement personnel, if any, will help our company to operate profitably. We do not maintain key person life insurance on Ms. Yabamrung.

Since our president has no direct experience in the social networking services or loyalty marketing services’ industries, we may never be successful in implementing our business strategy, which will result in the loss of your investment.

Ratree Yabamrung, our president, treasurer and a director, has no direct experience in the marketing of social networking services or the sales of loyalty marketing services. As a result, she may not be fully aware of many of the specific requirements of operating a social networking services and loyalty marketing services’ business. Her decisions and choices may also not account for the business or sales strategies which are commonly deployed in the social networking services and loyalty marketing services’ industry. Consequently our operations, earnings and ultimate financial success could suffer irreparable harm due to her lack of experience in this area. As a result, we may have to suspend or cease operations, which will result in the loss of your investment.

Compensation may be paid to our officers, directors and employees regardless of our profitability. Such payments may negatively affect our cash flow and our ability to finance our business plan, which would cause our business to fail.

Ratree Yabamrung, our president, treasurer and a director, is receiving compensation. Kotchaporn Bousing, our secretary and a director, is not receiving compensation. Ms. Yabamrung, Ms. Bousing and any future employees of our company may be entitled to receive compensation, payments and reimbursements regardless of whether we operate at a profit or a loss. Any compensation received by Ms. Yabamrung, Ms. Bousing or any other personnel in the future, will be determined from time to time by the Board of Directors, which currently consists of Ms. Yabamrung and Ms. Bousing, or Ms. Yabamrung in her capacity as our president, as applicable. We expect to reimburse our president, our secretary and any future personnel for any direct out-of-pocket expenses they incur on behalf of us.

Our business depends on the development and maintenance of the Internet infrastructure.

The success of our services will depend largely on the development and maintenance of the Internet infrastructure. This includes maintenance of a reliable network backbone with the necessary speed, data capacity, and security, as well as timely development of complementary products, for providing reliable Internet access and services. The Internet has experienced, and is likely to continue to experience, significant growth in the numbers of users and amount of traffic. The Internet infrastructure may be unable to support such demands. In addition, increasing numbers of users, increasing bandwidth requirements, or problems caused by “viruses,” “worms,” and similar programs may harm the performance of the Internet. The backbone computers of the Internet have been the targets of such programs. The Internet has experienced a variety of outages and other delays as a result of damage to portions of its infrastructure, and it could face outages and delays in the future. These outages and delays could reduce the level of Internet usage generally as well as the level of usage of our services.

We may be unable to protect or enforce our own intellectual property rights adequately.

We regard the protection of our trademarks, copyrights, patents, domain names, trade dress, and trade secrets as critical to our success. We will aggressively protect our intellectual property rights by relying on a combination of trademark, copyright, patent, trade dress and trade secret laws, and through the domain name dispute resolution system. We will also rely on contractual restrictions to protect our proprietary rights in products and services. We will enter into confidentiality and invention assignment agreements with our employees and contractors, and confidentiality agreements with parties with whom we conduct business in order to limit access to and disclosure of our proprietary information. These contractual arrangements and the other steps we will take to protect our intellectual property may not prevent misappropriation of our technology or deter independent development of similar technologies by others. We will pursue the registration of our domain names, trademarks, and service marks in the U.S. and internationally. Effective trademark, copyright, patent, domain name, trade dress, and trade secret protection is very expensive to maintain and may require litigation. We will have to protect our trademarks, patents, and domain names in an increasing number of jurisdictions, a process that is expensive and may not be successful in every location.

We may be subject to intellectual property rights claims in the future, which may be costly to defend, could require the payment of damages and could limit our ability to use certain technologies in the future.

Companies in the Internet, technology and media industries own large numbers of patents, copyrights, trademarks and trade secrets and frequently enter into litigation based on allegations of infringement or other violations of intellectual property rights. We may be subject to intellectual property rights claims in the future and our technologies may not be able to withstand any third-party claims or rights against their

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use. Any intellectual property claims, with or without merit, could be time consuming, expensive to litigate or settle and could divert management resources and attention. An adverse determination also could prevent us from offering our products and services to others and may require that we procure substitute products or services for these members.

With respect to any intellectual property rights claim, we may have to pay damages or stop using technology found to be in violation of a third party’s rights. We may have to seek a license for the technology, which may not be available on reasonable terms and may significantly increase our operating expenses. The technology also may not be available for license to us at all. As a result, we may also be required to develop alternative non-infringing technology, which could require significant effort and expense. If we cannot license or develop technology for the infringing aspects of our business, we may be forced to limit our product and service offerings and may be unable to compete effectively. Any of these results could harm our brand and operating results.

If we cannot create a significant market for our social networking and loyalty marketing services in what is an extremely competitive industry, our business will fail and our shareholders may lose their entire investment.

Our strategy for growth is substantially dependent upon our ability to market our social networking and loyalty marketing services successfully to prospective customers. However, our planned social networking and loyalty marketing services may not achieve significant acceptance among consumers. Such acceptance, if achieved, may not be sustained for any significant period of time. There is no guarantee that any substitute products or services we develop will be sufficient to permit us to recover our associated costs. Failure of our products and services to achieve or sustain market acceptance could have a material adverse effect on our business, financial condition and the results of our operations.

There is a risk that we may be unable to continue our services or continue operations if we experience uninsured losses or an act of God.

We may, but is not required to, obtain comprehensive liability and other business insurance of the types customarily maintained by similar businesses. There are certain types of extraordinary occurrences, however, which may be either uninsurable or not economically insurable. For example, in the event of a major earthquake, our computer systems could be rendered inoperable for protracted periods of time, which would impair our ability to provide social networking and loyalty marketing services and thus adversely affect our financial condition. In the event of a major civil disturbance, our operations could be adversely affected. Should such an uninsured loss occur, we could lose significant revenues and financial opportunities in amounts that would not be partially or fully compensated by insurance proceeds.

Our entire business strategy is dependent on the sale of our loyalty marketing services. If we are unable to achieve our sales estimates we may fail and shareholders may lose their investment.

Our strategy for growth may be substantially dependent upon our ability to market our loyalty marketing services successfully and may require us to introduce successful new products and services. Other companies, including those with substantially greater financial, marketing and sales resources, may compete with us. There can be no assurance that we will be able to market and distribute our products and services on acceptable terms, or at all. There can be no assurance that we will be able to develop new products and services that will be commercially successful. Failure to market our products and services successfully, or develop, introduce and market new products and services successfully, could have a material adverse effect on our business, financial condition or the results of our operations.

Customer complaints or negative publicity about our customer service could diminish use of our services.

Customer complaints or negative publicity about our customer service could severely diminish consumer confidence in and use of our services. Measures we will be taking to combat risks of fraud and breaches of privacy and security could damage relations with our customers. These measures will heighten the need for prompt and accurate customer service to resolve irregularities and disputes. Effective customer service requires significant personnel expense, and this expense, if not managed properly, could significantly impact our profitability. Failure to manage or train our customer service representatives properly could compromise our ability to handle customer complaints effectively. If we do not handle customer complaints effectively, our reputation may suffer and we may lose our customers’ confidence.

 

If we are unable to provide quality customer support operations in a cost-effective manner, our customers may have negative experiences, we may receive additional negative publicity, our ability to attract new customers may be damaged, and we could become subject to litigation. As a result, revenues could suffer, or operating margins may decrease.

We are dependant on third-party providers for certain services and may not be able to continue operations if there is a disruption in the supply of such services.

Initially, and for the foreseeable future, we will depend upon third-party independent contractors to develop and supply our social networking and loyalty marketing services. Further, we plan on retaining independent contractors to provide other essential services to the company. We also anticipate hiring contractors to enhance our website. Such third party suppliers and contractors have no fiduciary duty to the shareholders of our company and may not perform as expected. Inasmuch as the capacity for certain services by certain third-parties may be limited, the inability of those third-parties, for economic or other reasons, to provide services could have a material adverse effect upon the results of our operations and financial condition.

Our competitors may infringe on our customer base and have an adverse effect upon our business and the results of operations.

We have identified a market opportunity for our social networking and loyalty marketing services in the social networking market. Competitors may enter this segment of the social networking market with superior products and services, thus rendering our products and services obsolete and nullifying our competitive advantage. There may be traditional social networking providers, such as Facebook, Bebo, Friendster, etc., that are better financed and have long standing relationships with our primary potential customers. There can be no guarantee that such pre-existing companies will not mimic our social networking and loyalty marketing services. This would infringe on our customer base and have an adverse affect upon our business and the results of our operations.

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We may suffer from rapidly changing products, services and technologies, which could make our products and services obsolete.

The social networking and loyalty marketing services’ industry is generally characterized by rapidly changing products, services and technologies that could result in the obsolescence or short life cycles of our social networking and loyalty marketing services. These market characteristics are exacerbated by the changing nature of the social networking business and the fact that in the near future many companies may introduce social networking and loyalty marketing services similar to those offered by us. Accordingly, our ability to compete will depend upon our ability to continually enhance and improve our social networking and loyalty marketing services, and to provide new and innovative services. Competitors may develop services or technologies that render those of our company obsolete or less marketable. In addition, our systems and services may not prove to be sufficiently reliable or robust in wide spread commercial application.

Risks Related to the Ownership of Our Stock

There is no active public market for our shares and we cannot assure you that all active trading market or a specific share price will be established or maintained.

 

Our common stock is cleared for an unpriced quotation on the OTC Bulletin Board trading system under the symbol SOEF. We will be applying for a priced quotation on the OTC Bulletin Board, but there is no guarantee that our application will be approved. The OTC Bulletin Board tends to be highly illiquid, in part because there is no national quotation system by which potential investors can track the market price of shares except through information received or generated by a limited number of broker-dealers that make markets in particular stocks. There is a greater chance of market volatility for securities that trade on the OTC Bulletin Board as opposed to a national exchange or quotation system. This volatility may be caused by a variety of factors including:

 

   • the lack of readily available price quotations;

   • the absence of consistent administrative supervision of “bid” and “ask” quotations;

   • lower trading volume; and

   • market conditions.

In addition, the value of our common stock could be affected by:

 

   • actual or anticipated variations in our operating results;

   • changes in the market valuations of other social networking companies;

   • announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;

   • adoption of new accounting standards affecting our industry;

   • additions or departures of key personnel;

   • sales of our common stock or other securities in the open market;

   • changes in financial estimates by securities analysts;

   • conditions or trends in the market in which we operate;

   • changes in earnings estimates and recommendations by financial analysts;

   • our failure to meet financial analysts’ performance expectations; and

   • other events or factors, many of which are beyond our control.

In a volatile market, you may experience wide fluctuations in the market price of our securities.  These fluctuations may have an extremely negative effect on the market price of our securities and may prevent you from obtaining a market price equal to your purchase price when you attempt to sell our securities in the open market. In these situations, you may be required either to sell our securities at a market price which is lower than your purchase price, or to hold our securities for a longer period of time than you planned. An inactive market may also impair our ability to raise capital by selling shares of capital stock and may impair our ability to acquire other companies or technologies by using common stock as consideration.

 

We will incur increased costs as a result of being an operating public company.

 

As a public company, we will incur increased legal, accounting and other costs that we would not incur as a private company. The corporate governance practices of public companies are heavily regulated. For example, public companies are subject to the Sarbanes-Oxley Act of 2002, related rules and regulations of the SEC, as well as the rules and regulations of any exchange or quotation service on which a company’s shares may be listed or quoted. We expect that compliance with these requirements will increase our expenses and make some activities more time consuming than they have been in the past when we were a private company. Such additional costs going forward could negatively impact our financial results.

 

Securities analysts may not initiate coverage of our shares or may issue negative reports, which may adversely affect the trading price of the shares.

 

We cannot assure you that securities analysts will cover our company. If securities analysts do not cover our company, this lack of coverage may adversely affect the trading price of our shares. The trading market for our shares will rely in part on the research and reports that securities analysts publish about us and our business. If one or more of the analysts who cover our company downgrades our shares, the trading price of our shares may decline. If one or more of these analysts ceases to cover our company, we could lose visibility in the market, which, in turn, could also cause the trading price of our shares to decline. Further, because of our small market capitalization, it may be difficult for us to attract securities analysts to cover our company, which could significantly and adversely affect the trading price of our shares..

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Because our president, Ratree Yabamrung, owns 70.26% of our outstanding common stock, investors may find that corporate decisions controlled by Ms. Yabamrung are inconsistent with the interests of other stockholders.

Ratree Yabamrung, our president, treasurer and a director, controls 70.26% of our issued and outstanding shares of common stock. Accordingly, in accordance with our Articles of Incorporation and Bylaws, Ms. Yabamrung is able to control who is elected to our Board of Directors and thus could act, or could have the power to act, as our management. Since Ms. Yabamrung is not simply a passive investor, but is also our president, her interests as an executive officer may, at times, be adverse to those of passive investors. Where those conflicts exist, our shareholders will be dependent upon Ms. Yabamrung exercising, in a manner fair to all of our shareholders, her fiduciary duties as an officer or as a member of our Board of Directors. Also, due to her stock ownership position, Ms. Yabamrung will have: (i) the ability to control the outcome of most corporate actions requiring stockholder approval, including amendments to our Articles of Incorporation; (ii) the ability to control corporate combinations or similar transactions that might benefit minority stockholders which may be rejected by Ms. Yabamrung to their detriment, and (iii) control over transactions between her and SOEFL.

We will likely conduct further offerings of our equity securities in the future, in which case your proportionate interest may become diluted.

We completed an offering of 635,000 shares of our common stock at a price of $0.02 per share to investors on December 29, 2008. Since our inception, we have relied on such sales of our common stock to fund our operations. We will likely be required to conduct additional equity offerings in the future to finance our current business or to finance subsequent businesses that we decide to undertake. If common stock is issued in return for additional funds, the price per share could be lower than that paid by our current stockholders. We anticipate continuing to rely on equity sales of our common stock in order to fund our business operations. If we issue additional stock, your percentage interest in us could become diluted.

Because Our Common Stock Is Deemed A Low-Priced “Penny” Stock, An Investment In Our Common Stock Should Be Considered High Risk And Subject To Marketability Restrictions.

Since our common stock is a penny stock, as defined in Rule 3a51-1 under the Securities Exchange Act, it will be more difficult for investors to liquidate their investment even if and when a market develops for the common stock. Until the trading price of the common stock rises above $5.00 per share, if ever, trading in the common stock is subject to the penny stock rules of the Securities Exchange Act specified in rules 15g-1 through 15g-10. Those rules require broker-dealers, before effecting transactions in any penny stock, to:

·

Deliver to the customer, and obtain a written receipt for, a disclosure document;

·

Disclose certain price information about the stock;

·

Disclose the amount of compensation received by the broker-dealer or any associated person of the broker-dealer;

·

Send monthly statements to customers with market and price information about the penny stock; and

·

In some circumstances, approve the purchaser’s account under certain standards and deliver written statements to the customer with information specified in the rules.

Consequently, the penny stock rules may restrict the ability or willingness of broker-dealers to sell the common stock and may affect the ability of holders to sell their common stock in the secondary market and the price at which such holders can sell any such securities. These additional procedures could also limit our ability to raise additional capital in the future.

The Financial Industry Regulatory Authority sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described above, the Financial Industry Regulatory Authority, which we refer to as 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, the FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for shares of our common stock.

If we are dissolved, it is unlikely that there will be sufficient assets remaining to distribute to the shareholders.

In the event of our dissolution, any proceeds realized from the liquidation of our assets will be distributed to the shareholders only after all claims of our creditors are satisfied. In that case, the ability of purchasers of the offered shares to recover any portion of his or her purchase price for the offered shares will depend on the amount of funds realized and the claims to be satisfied there from.

Since we are a development-stage company, we do not anticipate paying dividends in the foreseeable future.

We do not anticipate paying dividends on either our common stock or preferred stock in the foreseeable future, but plan rather to retain earnings, if any, for the operation, growth and expansion of our business.

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FORWARD-LOOKING STATEMENTS AND INFORMATION

All statements other than statements of historical fact contained in this Prospectus and Registration Statement are forward-looking statements.  Forward-looking statements generally are accompanied by words such as “may,” “should,” “plan,” “predict,” “anticipate,” “believe,” “estimate,” “intend,”  “project,” “potential” or “expect” or similar statements.  The forward-looking statements were prepared on the basis of certain assumptions which relate, among other things, to the demand for and cost of marketing our services, our ability to anticipate and respond to technological changes in a highly competitive industry characterized by rapid technological change and rapid rates of product obsolescence, our ability to develop and market new product enhancements and new products and services that respond to technological change or evolving industry standards, and the cost of protecting our intellectual property. Even if the assumptions on which the forward-looking statements are based prove accurate and appropriate, the actual results of our operations in the future may vary widely due to technological changes, increased competition, new government regulation or intervention in the industry, general economic conditions and other risks described elsewhere in this Prospectus and Registration Statement.  See “Risk Factors”.  Accordingly, the actual results of our operations in the future may vary widely from the forward-looking statements included herein.  All forward-looking statements included herein are expressly qualified in their entirety by the cautionary statements in this paragraph.

USE OF PROCEEDS

We are not selling any shares of common stock in this offering and, therefore, we will not receive any of the proceeds from the sale of the shares of our common stock being offered for sale by the selling stockholders. The selling stockholders will pay any brokerage commissions and/or similar charges incurred in connection with the sale of the shares.

MARKET FOR OUR COMMON STOCK

On March 17, 2010, the Financial Industry Regulatory Authority ("FINRA") cleared our common stock for an unpriced quotation on the OTC Bulletin Board. Since being cleared there has not been a reported sale of our common stock nor has there been a posted bid or ask price.

DILUTION

The common stock to be sold by the selling stockholders is common stock that is currently issued and outstanding. Accordingly, there will be no dilution to our existing stockholders.

SELLING STOCKHOLDERS

The selling stockholders named in this prospectus are offering all of the 635,000 shares of common stock offered through this prospectus. The thirty-five (35) selling stockholders acquired the 635,000 shares of common stock offered through this prospectus from us in an offering that was exempt from registration under Regulation S of the Securities Act and completed on December 29, 2008. At the time of purchase of such securities, each of the selling stockholders had no agreement or understanding, directly or indirectly, with any person to distribute such securities.

The shares to be offered by the selling stockholders are “restricted” securities under applicable federal and state laws and are being registered under the Securities Act of 1933, as amended (the “Securities Act”) to give the selling stockholders the opportunity to publicly sell these shares. The registration of these shares does not require that any of the shares be offered or sold by the selling stockholders. The selling stockholders may from time to time offer and sell all or a portion of their shares in the over-the-counter market, in negotiated transactions, or otherwise, at prices then prevailing or related to the then current market price or at negotiated prices.

Other than the costs of preparing this prospectus and a registration fee to the Securities and Exchange Commission, we are not paying any costs relating to the sales by the selling stockholders.

The following is a list as of October 29, 2010 of selling stockholders who own an aggregate of 635,000 shares of our common stock covered in this prospectus. Unless otherwise indicated, the selling stockholders have sole voting and investment power with respect to their shares.

Based on information provided to us, none of the selling stockholders are affiliated or have been affiliated with any broker-dealer in the United States. Except as otherwise provided in this prospectus, none of the selling stockholders are affiliated or have been affiliated with us, any of our predecessors or affiliates during the past three years.

Notes:

1.

The named party beneficially owns and has sole voting and investment power over all shares or rights to these shares. The numbers in this table assume that none of the selling stockholders sells shares of common stock not being offered in this prospectus or purchases additional shares of common stock, and assumes that all shares offered are sold.

2.

Applicable percentage of ownership is based on 2,135,000 common shares outstanding as of the date of this prospectus.

3.

Kotchaborn Bousing is our secretary and a director.

Except as disclosed above, none of the selling stockholders:

(i)

has had a material relationship with us other than as a stockholder at any time within the past three years; or

(ii)

has ever been one of our officers or directors.

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

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SHARES ELIGIBLE FOR FUTURE SALE

As of October 29, 2010, we had outstanding 2,135,000 shares of common stock.

Shares Covered by This Prospectus

The securities being offered by this prospectus are 635,000 shares of the company’s common stock owned by the selling security holders. All of the shares of common stock being registered in this offering may be sold without restriction under the Securities Act, so long as the registration statement of which this prospectus is a part is, and remains, effective.

Rule 144

The company’s common stock may not be sold pursuant to Section 144 of the Securities Act unless certain conditions are satisfied, including, among other things:

(i)

the company is subject to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”),

(ii)

the company has filed all required Exchange Act reports and material during the preceding twelve (12) months, and

(iii)

at least one year has elapsed from the time the company filed with the Commission “Form 10 information” reflecting that it is not a shell company.

Those conditions for resale under Section 144 of the Act have not been satisfied. We believe that none of our outstanding shares may currently be sold in reliance on Rule 144.

PLAN OF DISTRIBUTION

Each selling stockholder of the shares and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares covered hereby on the OTC Bulletin Board or any other stock exchange, market or trading facility on which our common stock is traded or in private transactions. These sales may be at fixed or negotiated prices. A selling stockholder may use any one or more of the following methods when selling shares:

 

·

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

·

block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

·

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

·

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

·

privately negotiated transactions;

·

settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;

·

in transactions through broker-dealers that agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;

·

through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

·

a combination of any such methods of sale; or

·

any other method permitted pursuant to applicable law.

 

Broker-dealers engaged by the selling stockholders may arrange for other brokers-dealers to participate in sales.  Broker-dealers may receive commissions or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.

 

In connection with the sale of the shares or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares in the course of hedging the positions they assume. The selling stockholders may also sell shares short and deliver these shares to close out their short positions, or loan or pledge the shares to broker-dealers that in turn may sell these shares. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

Penny Stock Regulations

Our common stock will be considered a "penny stock" as defined by Section 3(a)(51) and Rule 3a51-1 under the Securities Exchange Act of 1934. A penny stock is any stock that:

·

sells for less than $5 a share,

·

is not listed on an exchange, and

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·

is not a stock of a "substantial issuer."

We are not now a "substantial issuer" and cannot become one until we have net tangible assets of at least $5 million, which we do not now have.

Statutes and Securities and Exchange Commission regulations impose strict requirements on brokers that recommend penny stocks. Before a broker-dealer can recommend and sell a penny stock to a new customer who is not an institutional accredited investor, the broker-dealer must obtain from the customer information concerning the person's financial situation, investment experience and investment objectives. Then, the broker-dealer must "reasonably determine"

·

that transactions in penny stocks are suitable for the person and

·

the person, or his/her advisor, is capable of evaluating the risks in penny stocks.

After making this determination, the broker-dealer must furnish the customer with a written statement describing the basis for this suitability determination. The customer must sign and date a copy of the written statement and return it to the broker-dealer. Finally the broker-dealer must also obtain from the customer a written agreement to purchase the penny stock, identifying the stock and the number of shares to be purchased. Compliance with these requirements can often delay a proposed transaction and can result in many broker-dealer firms adopting a policy of not allowing their representatives to recommend penny stocks to their customers.

Another Securities and Exchange Commission rule requires a broker-dealer that recommends the sale of a penny stock to a customer to furnish the customer with a “risk disclosure document.” This document includes a description of the penny stock market and how it functions, its inadequacies and shortcomings, and the risks associated with investments in the penny stock market. The broker-dealer must also disclose the stock's bid and ask price information and the dealer's and salesperson's compensation for the proposed transaction. Finally, the broker-dealer must furnish the customer with a monthly statement including specific information relating to market and price information about the penny stocks held in the customer's account.

The above penny stock regulatory scheme is a response by the Congress and the Securities and Exchange Commission to abuses in the marketing of low-priced securities by “boiler room” operators. The scheme imposes market impediments on the sale and trading of penny stocks. It limits a stockholder's ability to resell a penny stock.

Our management believes that the market for penny stocks has suffered from patterns of fraud and abuse. Such patterns include:

·

Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;

·

Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;

·

“Boiler room” practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons;

·

Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and

·

Wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.

State Securities – Blue Sky Laws

Transfer of our common stock may be restricted under the securities laws or securities regulations promulgated by various states and foreign jurisdictions, commonly referred to as "Blue Sky" laws. Absent compliance with such individual state laws, our common stock may not be traded in such jurisdictions. Because the securities registered hereunder have not been registered for resale under the blue sky laws of any state, the holders of such shares and persons who desire to purchase them in any trading market that might develop in the future, should be aware that there may be significant state blue-sky law restrictions upon the ability of investors to sell the securities and of purchasers to purchase the securities. Accordingly, investors may not be able to liquidate their investments and should be prepared to hold the common stock for an indefinite period of time.

DESCRIPTION OF SECURITIES TO BE REGISTERED

Capital Stock

Our authorized capital stock consists of 65,000,000 shares of common stock, par value $0.001 per share, and 1,000,000 shares of preferred stock, par value $0.01 per share. As of October 29, 2010, a total of 2,135,000 shares of common stock are issued and outstanding, held by thirty-five (35) registered stockholders. All issued and outstanding shares of common stock are fully paid and non-assessable.

Our common stock

The holders of our common stock:

•

have equal ratable rights to dividends from funds legally available if and when declared by our Board of Directors;

•

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

•

do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and

•

have unlimited voting rights, with each share being entitled to one non-cumulative vote per share on all matters on which stockholders may vote.

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Our preferred stock

At this time we have no plans to issue any preferred stock. Our Articles of Incorporation authorize the Board of Directors, without stockholder action, to provide for the issuance of preferred stock in one or more series and to determine with respect to each such series the voting powers, if any (which voting powers, if granted, may be full or limited), designations, preferences, and relative, participating, option, or other special rights, and the qualifications, limitations, or restrictions relating thereto. For example, our Board of Directors can determine the voting rights relating to preferred stock of any series (which may be one or more votes per share or a fraction of a vote per share, which may vary over time, and which may be applicable generally or only upon the happening and continuance of stated events or conditions), the rate of dividend to which holders of preferred stock of any series may be entitled (which may be cumulative or noncumulative), the rights of holders of preferred stock of any series in the event of liquidation, dissolution, or winding up of the affairs of our company, the rights, if any, of holders of preferred stock of any series to convert or exchange such preferred stock of such series for shares of any other class or series of capital stock or for any other securities, property, or assets of our company or any subsidiary (including the determination of the price or prices or the rate or rates applicable to such rights to convert or exchange and the adjustment thereof, the time or times during which the right to convert or exchange shall be applicable, and the time or times during which a particular price or rate shall be applicable), whether or not the shares of that series shall be redeemable, and if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates, and whether any shares of that series shall be redeemed pursuant to a retirement or sinking fund or otherwise and the terms and conditions of such obligation.

Preemptive Rights and Non-Cumulative Voting

Our stockholders do not have preemptive rights to acquire additional shares of stock or securities convertible into shares of stock issued by our company. Also our stockholders do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors. Ratree Yabamrung, our president, treasurer and a director owns approximately 70% of our outstanding shares.

Cash Dividends

As of the date of this prospectus, we have not declared or 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 conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest future earnings, if any, in our business operations.

Anti-Takeover Provisions

There are no Nevada anti-takeover provisions that may have the effect of delaying or preventing a change in our control. Sections 78.378 through 78.3793 of the Nevada Revised Statutes relates to control share acquisitions that may delay to make more difficult acquisitions or changes in our control. However, these provisions only apply when we have 200 or more stockholders of record, at least 100 of whom have addresses in the State of Nevada appearing on our stock ledger, and we do business in this state directly or through an affiliated corporation. Neither of the foregoing events seems likely to occur. Currently, we have no Nevada shareholders. Further, we do not do business in Nevada directly or through an affiliate corporation and we do not intend to do business in the State of Nevada in the future. Accordingly, there are no anti-takeover provisions that have the effect of delaying or preventing a change in our control.

STOCK TRANSFER AGENT

Our transfer agent is West Coast Stock Transfer Corporation, 2010 Hancock Street, San Diego, CA 92110.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the Offering, a substantial interest, direct or indirect, in our company or any of its parents or subsidiaries. Nor was any such person connected with our company, or any of its parents or subsidiaries, a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

Our financial statements for the period from inception on October 15, 2008 through December 31, 2009 included in this prospectus have been audited by Seale and Beers, CPAs; Certified Public Accountants, 50 South Jones Boulevard, Suite 202, Las Vegas, NV 89107, as set forth in their report included in this prospectus. Their report is provided on their authority as experts in accounting and auditing.

The legality of the shares offered hereby will be passed upon for us by Thomas C. Cook, Esq., The Law Offices of Thomas C. Cook, 500 North Rainbow Boulevard, Suite 300, Las Vegas, Nevada 89107.

Neither of Seale and Beers, CPAs nor Thomas Cook, Esq. has been hired on a contingent basis, will receive a direct or indirect interest in SOEFL or have been a promoter, underwriter, voting trustee, director, officer, or employee of SOEFL.

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INFORMATION WITH RESPECT TO THE REGISTRANT

OUR BUSINESS

Overview

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

We will build our businesses on the unique characteristics of the Internet, which has transformed the way people express themselves and connect and interact with each other. As Internet usage grows and as new and extensive sources of consumer data become available, online advertising methods are evolving and improving, leading advertisers to increase total advertising spending on the Internet. As a result of these trends, we believe there is a growing opportunity to build and monetize online audiences.

On our social networking Web site located at www.soefl.com, which is currently not yet operational and is “under construction”, we intend to enable users to locate and interact with acquaintances from school, work and the military. We expect that our SOEFL.com Web site will be comprised of a large and diverse group of users. Using interactive tools and features, we intend to provide our members, as with other social networking Web sites, the ability to contribute to our SOEFL.com Web site distinct, relevant pieces of content, such as names, school affiliations, profiles, biographies, interests and photos. This valuable content should be a key component in attracting and retaining members. We intend to have our soefl.com web site operational and able to generate revenues during the 2010-2011 U.S. school year. We expect the cost of the development of our SOEFL.com web site to be approximately $24,000 in third-party consulting fees and expenses, in addition to the work contributed to the development by our management. Once our SOEFL.com web site is operational, there are many different forms of Internet advertising that we intend to use to generate revenues, which include pay per impression, pay per click, pay per play, or pay per action advertisements to name a few, and the only material uncertainties that management can foresee in respect of our generating revenues from our SOEFL.com web site, would be our inability to generate material revenues. If we are unable to generate material revenues or obtain adequate financing, our business may fail and you may lose some or all of your investment in our common stock.

SOEFLpoints, is to be our online loyalty marketing service, where we intend to provide advertisers with an effective means to reach our online audience with targeted marketing campaigns while also enabling consumers to earn points-based rewards by responding to email offers, completing online surveys, shopping online and engaging in other online activities. We intend to market products and services of advertisers to our SOEFLpoints members, who register with our SOEFLpoints.com Web site through a double opt-in process to receive email marketing messages from us. We intend to have our SOEFLpoints.com web site operational and able to generate revenues during the 2010-2011 U.S. school year. We expect the cost of the development of our SOEFLpoints.com web site to be approximately $24,000 and intend to develop this web site using revenues generated from our SOEFL.com web site. If we are unable to generate sufficient revenues, early in 2010, from our SOEFL.com web site so as to develop our SOEFLpoints.com web site, we may be required to postpone development until such time as we have generated sufficient revenues from our SOEFL.com web site. We do not intend to develop our SOEFLpoints.com web site until such time as our SOEFL.com web site has generated sufficient revenues to funds such development.

Industry Background

Online Social Networking

Online social networking is rapidly growing and evolving to include a broad spectrum of web sites and online services. From a category that attracted a relatively small number of users a few years ago, social networking Web sites are attracting millions of unique visitors worldwide.

People have a fundamental drive to connect with others, be part of a community, express themselves and maintain personal relationships. Core, life-long relationships are often based on enduring affiliations related to shared experiences such as family, school, workplace or military service. People seek to foster these relationships as well as other meaningful affiliations, such as those based on common interests, hobbies and trends.

Over time, people frequently lose touch with each other for a variety of reasons including geographic moves and job changes. People looking to reconnect with past friends, colleagues and acquaintances have traditionally interacted through a variety of forums, including alumni associations, clubs, family and class reunions and professional organizations, as well as through various communication channels, including the telephone, postal mail and email. We believe there is a growing trend towards using new mediums of communication that facilitate social interaction and enable individuals to find and connect with friends, family and colleagues.

The Internet has helped bridge boundaries as a new communications platform. Email was an early means by which people communicated on the Internet. However, email by itself does not help people find others with common interests or backgrounds or locate past friends and acquaintances. Online social networking Web sites were developed to facilitate the social interaction of large numbers of individuals and are becoming increasingly popular for socializing with friends, family and colleagues. Widespread adoption of broadband Internet access, digital photography and online video has also served as a catalyst for growth in online social networking, facilitating the sharing of content over the Internet.

Social networking Web sites fulfill a number of different needs, allowing users to find and connect with individuals from their past and interact with new people based on shared interests, goals or other criteria. As such, we believe that social networking users generally choose to participate in and develop affiliations through more than one online social networking service. These Web sites and services are used by individuals to post content about themselves and to comment on the content posted by others. Users of social networking services may interact and communicate through email as well as through a variety of other online forums, including instant messaging, blogging, the posting of pictures and videos, voice chat and discussion groups. Many social networking Web sites and services provide users with tools that enable individuals to identify, build and

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maintain personal networks from their relevant affiliations. Many advertisers, recognizing that consumers spend an increasing amount of time online, view social networking Web sites as an attractive marketing medium for their products and services.

While social networking Web sites have attracted significant online audiences and, as a result, the attention of advertisers, certain aspects of many social networking Web sites pose challenges for advertisers. For example, many branded advertisers want the ability to deliver targeted advertisements to users with certain desirable demographics and demonstrated purchasing ability. However, not all social networking Web sites collect comprehensive demographic data on their members, and many enable users to create "alias" identities whose related profiles may contain incomplete or inaccurate information. In addition, members on social networking Web sites may post forms of user generated content with which advertisers may not want their products or services to be associated.

Many social networking Web sites also face challenges in attracting, retaining and monetizing online audiences. While there is a wide range of online social networking Web sites available today, only a limited number have demonstrated an ability to build large-scale and sustainable audiences. Scale in a social network is required to create a "network effect," where members of the network benefit from the presence of other members, potentially accelerating growth in user activity and Web site visits.

Online Loyalty Marketing

The Internet is a growing channel for advertising and for consumers to find and purchase goods and services. Loyalty marketing programs are generally designed to reward consumers with points that accumulate based on activities and may be redeemed for products and services from participating vendors. These programs have long been popular with airlines, credit card vendors, hotels and retailers. In recent years, loyalty marketing programs have expanded into a comprehensive direct marketing and targeted advertising strategy. Consumer adoption of loyalty marketing programs, however, has traditionally been associated with a single type of activity, such as airline, hotel or credit card selection.

Given the challenges faced by offline direct marketing, such as low response rates and rising costs of direct mail, advertisers are increasingly turning to the Internet to cost-effectively reach and target consumers. Online loyalty marketing enables advertisers to target consumers in ways that are generally impractical with traditional direct marketing channels. Online loyalty marketing services often have the ability to segment members based on personal interests, purchasing behavior and demographic profiles in order to create highly targeted advertising campaigns, thereby optimizing value to the advertiser. Online loyalty marketing services use points as an incentive for members to update their personal interest profile, helping advertisers reach consumers interested in purchasing their products and services. Online loyalty marketing services can also easily measure click-through rates on display advertising and response rates to email offers, providing rapid feedback for advertisers that can be used to identify potential customers and create new targeted offers.

In addition, an online loyalty marketing program that has attracted a large, responsive and loyal member base helps maximize returns on the advertisers' marketing investments. Online loyalty marketing programs that are not explicitly sponsored by a single large consumer brand, such as an airline, hotel chain or department store, appeal to a potentially broader audience because of the breadth of offers and the ability of the consumer to earn rewards quickly and more often.

Our Strategy

We believe that our success will be dependent on the following factors:

A large membership audience and rich databases. We believe that we must create a large membership base and databases of member information.

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We are targeting the school, work and military communities. We believe the relevance of these communities, particularly the high school community, which will be based on members’ personal bonds and experiences from the past, will encourage them to provide us with reliable and valuable profile and other personal information about themselves.

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Providing our social networking members with the ability to provide extensive content that they can post on our SOEFL.com Web site should help us to attract new members, who in turn should add their names and content to our SOEFL.com Web site, which should make our user generated content richer and deeper and thereby possibly attracting even more members.

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We intend that our members who want to join SOEFLpoints will be able to opt to receive daily or weekly email marketing messages, and in doing so could provide us with additional information about themselves and their interests.

Compelling services and sustainable consumer proposition. We believe that we can attract and retain members through differentiated services.

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We believe we will be one of only a relatively small number of online social networking services focused on reconnecting members with people from their past. We intend to build a platform to allow our social networking members to easily affiliate with and participate in communities.

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We believe that, in contrast to many online social networks, our networks should be comprised of defined communities that should be trusted by our members, which should further encourage Web site interaction and member communication.

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We intend to offer loyalty marketing members a way to easily and quickly earn rewards. Members should be able to earn points not only by engaging in everyday activities such as shopping online, but also through a wide variety of other simple actions, such as responding to email offers, taking market research surveys, booking travel and engaging in other online activities.

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We believe that once a member is actively participating in our loyalty marketing service by earning points and redeeming rewards, we believe the member should have a strong disposition to continue using our service to receive additional rewards.

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Advertising business model. We believe we can cost-effectively obtain new members and generate revenue through advertising revenues.

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We intend to create and then leverage both our technology and marketing to create personalized emails to encourage members to return to our SOEFL.com Web site to generate advertising revenues.

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We intend to have the ability to segment our members by personal interests, purchasing behavior and demographic profiles, which should enable us to tailor advertisements based on member data and should allow our advertisers to cost-effectively reach consumers interested in the advertisers' products and services.

Our Objective

Our objective is to become a leader in online social networking and online loyalty marketing. Key elements of our business strategy include the following:

Create an engaging member experience on our SOEFL.com Web site. We intend to create, and then continue to improve upon, our service offerings through our social networking and loyalty marketing platforms.

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We expect the vast majority of social networking member activity to be within our high school communities. We intend to develop our platform so that it can connect our members with people from their pasts in order to broaden member engagement by allowing members to affiliate with more narrowly defined or meaningful groups within their college, work and military communities, such as those based on sorority, fraternity or similar life-long relationships.

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We intend to allow people to create affiliations and communities beyond those associated with school, work and the military that we believe will have broad-based appeal to our members, such as affiliations based on local geographic connections or shared interests.

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We intend to provide our members with an easy and entertaining way to interact and share a wider variety of content, such as video emails and enhanced profile functionality. We also intend to leverage third-party content from various eras, such as relevant sports, celebrity and other content, to foster nostalgia among our members.

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We plan to provide numerous ways for our loyalty marketing members to earn points for engaging in everyday online activities. We intend to add features designed to provide our members with a more personalized experience.

Build a membership base. We plan to create consumer awareness of our brands in order to build our membership base.

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We intend to provide a user-friendly registration process on our SOEFL.com Web site.

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In addition to marketing our services through normal online channels, we intend to experiment with, and implement, a variety of marketing techniques, including co-registrations, referral programs and search engine optimization techniques, to generate new members, all with the goal of decreasing our member acquisition costs.

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We intend to create a loyalty marketing membership base, and we intend to cross-market our services to our social networking members with the goal of providing all of our social networking members with the ability to earn points for posting content or otherwise interacting with our social networking services.

Monetization of our SOEFL.com Web site. We intend to generate advertising revenues by continually enhancing the value of our services to advertisers.

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We believe our strategy of continually enhancing member experience and engagement on our SOEFL.com Web site will increase the frequency of visits and the time spent on our SOEFL.com Web site, resulting in both increased advertising inventory and targeting opportunities. We intend to generate advertising revenues by working with brand advertisers seeking to reach relevant online consumers.

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We intend to continually develop sophisticated methods for designing advertising campaigns for our loyalty marketing members that are specifically tailored to an individual's personal interests, purchasing behavior and demographic profile.

Our Services

Online Social Networking

On our SOEFL.com Web site, we intend to enable users to locate and interact with acquaintances from school, work and the military. Using interactive tools and features, we intend to provide our members, as with other social networking Web sites, the ability to contribute to our SOEFL.com Web site distinct, relevant pieces of content, such as names, school affiliations, profiles, biographies, interests and photos. Our members and their user generated content posted on our SOEFL.com Web site should assist us in acquiring new members, and we believe we will be able to receive many new account registrations each day. We believe this valuable content should also bring existing members back to our SOEFL.com Web site.

Membership. We plan that membership on our SOEFL.com Web site will be free and will provide members with access to a number of interactive features. We plan that visitors to our SOEFL.com Web site will be able to become members by completing the registration process and providing their name, age, graduation year and a valid, confirmed email address. Members will be required to affiliate with at least one school, work or military community. In addition, members will be able to provide information about their personal interests and post photos.

It is our intention that members will have access to the following features (note: these features shall be developed incrementally and in no particular order):

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Search. Members can use our search feature to locate individuals within communities of interest and to browse our member database which will be differentiated by high school, college, work place or military unit. Our school communities will be further subdivided into new members, teachers & staff, parents & friends and missing members.

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Post profile information. Members can post information about themselves, including personal profiles, biography information, photos, affiliations and answer multiple choice questions about life, love, family and hobbies.

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View editorial content. Members can view other members' posted information, including personal profiles, biography information, photo albums, affiliations and Q&As.

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Email. Members can send double-blind emails through our SOEFL.com Web site to other SOEFL members and respond to email messages received from other members.

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Read message boards. Members can read messages posted on, our interest group messages boards which may encompass a range of topics, including college life, fraternities and sororities, sports, politics, travel, hobbies, current events and family life.

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Newsletter. Members can subscribe to our weekly newsletter that will contain information on the various features available on SOEFL, a listing of new members who joined their communities that week and announcements relating to new content posted by members within their communities.

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Digital guestbook. We believe that our digital guestbook feature will serve as an "icebreaker" to initiate communication between acquaintances by alerting a SOEFL member when another member visits his or her profile, if the visiting member chooses to leave his or her name.

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Email. Members can send double-blind emails through our SOEFL.com Web site to other SOEFL members and respond to email messages from any other SOEFL member.

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Post to message boards. In addition to reading information posted by members on our SOEFL message boards, members will be able to post content on the message boards and post pictures in the photo albums devoted to their affiliated communities.

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SOEFL maps. Members can access our SOEFL maps feature where the member will be able to generate a map, satellite or hybrid view showing the geographic locations, based on zip codes, provinces and/or countries, of individuals in a member’s affiliated communities.

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SOEFL dating. Members who elect to participate in our online dating feature will be able to view photos and profiles of singles in their geographic area and create a dating profile on our SOEFL.com Web site.

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Reunions. Reunions and events will be able to be organized and invitations will be able to be sent through our SOEFL.com Web site. Members will be able to read posted information regarding reunions and events on our SOEFL.com Web site. Members will be able to track RSVPs to reunions, build surveys, exchange party ideas on private message boards and share pictures in photo albums devoted to the reunion event.

These and all the other features of our SOEFL.com Web site will continually need to evolve to keep up with member expectations and to keep in line with features being provided by other social networking Web sites.

International. We plan to offer our social networking services in many languages, first English, then Spanish, Chinese and we intend to continue to add languages as we ascertain where our members are most prevalent.

Online Loyalty Marketing

We plan that SOEFLpoints will connect advertisers with our members by allowing members to earn rewards points for engaging in online activities. We intend that SOEFLpoints will be a free service and that users need only provide their name, zip code, gender, date of birth, and a valid, confirmed email address to register. Members will be able to register through a double opt-in process to receive direct email marketing and other online loyalty promotions tailored to their personal interests, and will be able to earn points for responding to email offers, taking market research surveys, booking travel, shopping online and engaging in other online activities. We intend that rewards points will be redeemable in the form of third-party gift cards and other benefits from merchants, including retailers, theaters, restaurants, airlines, hotels, etc. We plan that members will also be able to contribute points to charities through our SOEFL.com Web site.

We plan that SOEFLpoints will be able to provide advertisers with an effective means to reach what we expect will become a large online audience with their targeted marketing campaigns. We intend to use a variety of criteria, including personal interests, purchasing behavior and demographic profiles, to create targeted promotions for advertisers. We intend to tailor these marketing campaigns to meet the needs of the specific advertiser, which may include generating sales leads, soliciting information, registrations or the purchase of an advertiser's products, or increasing customer traffic on an advertiser's Web site.

We plan that all of our loyalty marketing revenues will be derived from advertising fees. We expect that advertisers will pay us when our emails are transmitted to members, when members respond to emails and when members complete online transactions.

It is our intention that SOEFLpoints will have the following features (note: these features shall be developed incrementally and in no particular order):

Media Services. We intend that our primary services will allow advertisers to directly market their products or services to SOEFLpoints members through some or all of the following media services:

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Email. We intend to send personalized email marketing messages directed specifically to individual SOEFLpoints members, that showcase a single advertiser or offer. We plan that our members will receive points for clicking through the media links as well as for purchases or other actions taken within a limited time period.

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Newsletters. We intend to email monthly and other periodic newsletters to our SOEFLpoints members on topics such as books, travel and seasonal themes. We plan that each newsletter will feature offers from one or more advertising sponsors.

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Exclusive member offers. We intend to provide exclusive member offers, which will be available on our SOEFLpoints.com Web site, and which will allow advertisers to offer multiple or bundled products and services to SOEFLpoints members through our SOEFLpoints.com Web site and to our members via email.

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Web site placements. We intend to offer sponsorship opportunities for advertisers to prominently display their products and services to our members directly on our SOEFLpoints.com Web site. Display advertisements on our Web sites should provide an additional form of exposure for advertisers to market their products or services.

We believe that this array of media services should allow SOEFLpoints to create targeted marketing campaigns for advertisers by selecting from demographic and behavioral parameters based on personal interests, purchasing behavior and demographic profiles of our SOEFLpoints members.

Shopping. We plan that our SOEFLpoints.com Web site will also serve as an online shopping portal where members will be able to earn points for shopping through our SOEFL.com Web site. We also intend to have a comparative shopping feature that will enable our members to identify point-earning opportunities for products they are looking to purchase online.

Market Research and Online Surveys. We intend to deliver market research surveys, on behalf of market research companies, to a targeted online audience and we intend to be paid on a cost-per-completion basis, which will factor in the feasibility, number of potential respondents and number of completed surveys.

Advertising Sales

Online Social Networking

We intend to generate revenue from our social networking services from advertising fees, which should consisting primarily of fees generated from the display of third-party registration offers at the end of our account registration process, other display advertisements and referring members to third-party Web sites or services. We plan to have text and graphic advertising placements on the user home page, profile page, class list page and most other pages on our SOEFL.com Web site. We intend to be able to target the advertising delivered to our members based on a wide variety of factors, including age, gender, demographic data, profile data and zip code. We plan to sell our advertising inventory ourselves, however we may also use third-party advertising resellers.

Online Loyalty Marketing

We expect that all of our loyalty marketing revenues will be derived from advertising fees. We plan to sell direct marketing solutions to advertisers offering both brand and direct response objectives including display, email and other opportunities. We also plan to use targeting technologies and Web site integrations in order to provide effective solutions for advertisers. We plan to sell our advertising inventory ourselves, however we may also use third-party advertising resellers.

Marketing

Online Social Networking

We plan to focus our marketing efforts for our social networking services primarily on attracting new members. We expect that our primary channels for acquiring new members will be viral marketing (current members telling non-members) and online advertising. We plan to monitor our marketing efforts and continuously modify them to take advantage of changes in the online market, which may increase our spending when the cost to acquire a new member is lower. This strategy could cause our advertising expenses to vary significantly from period to period. We could also engage in a variety of other marketing activities to build our SOEFL and SOEFLpoints brands as well as to acquire new members, including online search initiatives, sponsorships and radio, television and print advertising. To drive potential members to our SOEFL.com Web site without incurring additional acquisition costs, we intend to implement and continually evaluate additional methods that could increase the probability that our SOEFL.com Web site and our content will be represented in the top search results of online search engines.

Online Loyalty Marketing

We plan to focus our marketing efforts for our loyalty marketing services primarily on attracting new members. We expect that the majority of our new member accounts will be derived from co-registration transactions with third-party online service providers which will be on a cost-per-acquisition basis. We intend that new members will be able to enroll in SOEFLpoints through a co-registration process by registering with a third-party at which time they will receive a "check the box" prompt to allow them to enroll in SOEFLpoints. Once a user clicks to enroll in SOEFLpoints, a confirmation email will be automatically generated and sent to the email address provided upon that initial enrollment. Even though a member will be able to enroll in SOEFLpoints through these third-party Web sites, SOEFLpoints membership will not be confirmed until the prospective member validates the email address provided upon that initial enrollment. This two-step enrollment for new members is known as the "double opt-in process." We plan to require all of our members to be enrolled through this double opt-in process in an effort to minimize inadvertent or short-term enrollment and curb inflated member enrollment statistics, which, in turn, should allow us to provide our advertising customers with a willing and interested online audience for their products and services.

We also plan to create a refer-a-friend program whereby our members will be able to earn points for referring new members. In addition, we plan to market our services using online advertising on third-party Web sites. We also intend to develop integrated placements for SOEFLpoints on SOEFL. As part of our evaluation of potential new features to grow our loyalty marketing membership base, we intend to cross-market our services to our social networking members with the goal of providing all of our social networking members with the ability to earn points for posting content, upgrading to a pay account, or otherwise interacting with our social networking services.

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Customer Service

We believe that reliable customer service and support will be important to retaining members. We intend to continually monitor the quality of our customer service operations and seek feedback from our members in order to improve our services.

Online Social Networking

We plan to offer a variety of online self-help customer service tools on our SOEFL.com Web site, including features such as a self-guided "get acquainted" tutorial, advice, tips, an internal search engine, step-by-step solutions and answers to frequently asked questions. In addition, we intend to allow our SOEFL members to directly submit a query or customer service request via email through our SOEFL.com Web site. We intend to design our technology systems for efficient processing of customer requests, and we intend to generate automated emails to all online questions submitted by our members. We plan to supplement these online customer service tools with an in-house customer service team comprised of full- and part-time employees. We map at some time in the future provide telephone support and online chat to our social networking members.

Online Loyalty Marketing

We plan on utilizing a two-tiered customer care structure that will enable us to rapidly identify and respond to our loyalty marketing members' inquiries submitted through our SOEFLpoints.com Web site.

Intellectual Property

We will rely upon a combination of trademark, patent, trade secret and copyright law, license agreements and contractual restrictions, including confidentiality agreements, invention assignment agreements and nondisclosure agreements with employees, contractors and suppliers, and others with whom we will conduct business to protect the technology and intellectual property used in our business.

We intend to pursue the registration of our trademarks and service marks in the United States and other countries. We currently hold various domain name registrations relating to our brands, including SOEFL.com and SOEFLpoints.com.

Competition

Online Social Networking

The social networking market is highly competitive and is characterized by numerous companies offering varying online services. Our market is rapidly evolving to respond to growing consumer demand for compelling social networking services and functionality. As our market continues to evolve, we believe that demand will be met by a number of large social networking companies. We believe the factors that drive long term success are the ability to build a large and active user base and the ability to monetize that user base through subscriptions or advertising. We believe the principal competitive factors for members are the size of the member base, volume and quality of user generated content and the scope of features. We believe that we have a chance to compete in each of these areas. However, many of our current competitors, as well as a number of our potential competitors, have large numbers of registered users and greater financial, technical and marketing resources than we do or will in the near term.

Our social networking services will compete with a wide variety of social networking Web sites, including broad social networking Web sites such as MySpace and Facebook; a number of specialty Web sites, including LinkedIn, Reunion.com and Monster.com's Military.com service, that offer similar online social networking services to those we plan to offer which will be based on school, work or military communities; and an increasing number of schools, employers and associations that maintain their own Internet-based alumni information services. We will also compete with a wide variety of Web sites that provide users with alternative networks and ways of locating and interacting with acquaintances from various affiliations, including Web portals such as Yahoo!, MSN and AOL, and online services designed to locate individuals such as White Pages and US Search. As Internet search engines continue to improve their technology and their ability to locate individuals, including by finding individuals through their profiles on social networking Web sites, these services will increasingly compete with our services. As a result of the growth of the social networking market, a number of companies are either in or attempting to enter this market, either directly or indirectly, some of which may remain significant competitors in the future. In addition, many existing social networking services are broadening their offerings to compete with our planned services. As we develop and then continue to broaden our services so as to evolve into a service used for meeting new people with similar interests or affiliations, we may have to compete with an ever increasing number of social networking Web sites for special niches and areas of interest.

Online Loyalty Marketing

The market for loyalty marketing services is very competitive, and we expect competition to significantly increase in the future as loyalty programs grow in popularity. We believe the primary competitive factors that each of the loyalty marketing services are providing are the number, type and popularity of the participating merchants, the attractiveness of the rewards offered, the number of points awarded for various actions, the ease and speed of earning rewards, and the ability to offer members a robust, user-friendly shopping experience.

Our SOEFLpoints loyalty marketing business will face competition for members from several other loyalty programs that offer competitive online products and services, including Ebates, Upromise and ThankYou Network. We will also face competition from offline loyalty rewards programs that have a significant online presence, such as those operated by credit card, airline and hotel companies.

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Online Advertising

We will be dependent upon advertising fees for our revenues. We believe the primary competitive factors for Internet advertising are size of user base, the amount of time users spend on a Web site, the ability to target advertisements to users and the demonstrated success of advertising campaigns. We believe we will be able to compete in each of these areas, although certain competitors do and will have larger user bases and their users may spend more time on their Web sites than on our Web sites.

We will compete for advertising revenues with portal companies, social networking Web sites, online direct marketing businesses, content providers, large Web publishers, Web search engine companies, content aggregation companies, major Internet service providers and various other companies that facilitate Internet advertising. We will also compete with traditional offline advertising channels, such as radio, television and print advertising, because most companies currently spend only a small portion of their advertising budgets on Internet-based advertising. Internet advertising techniques are evolving, and if our technology and advertising serving techniques do not meet and then later keep up with the needs of advertisers, we will not be able to compete effectively. If we fail to persuade companies to advertise on our Web sites, our advertising revenues will be adversely affected.

User Privacy and Trust

General. In the ordinary course of our business, members will provide us with information and content, and we will gather significant amounts of personal information from our members, all of which will become part of our databases. We understand how important the privacy of personal information is and will adopt internal policies and practices relating to, among other things, content guidelines and member privacy.

Privacy policies and controls. The SOEFL and SOEFLpoints privacy policies will be posted on their respective Web sites and will inform members and potential members what information we intend to collect about our members, where and how such information will be collected, and about members' use of our Web sites and our services. Our privacy policies will also explain the choices members have about how their personal information may be used, how we will protect that information, and with whom we will share that information. We will assure our members that we will not sell personal information to third parties without permission.

Privacy concerns of social networking and online loyalty marketing Web sites. There are privacy concerns inherent in all online social networking and online loyalty marketing Web sites. We intend to design SOEFL.com so that members will be able to contact one another only through double blind-emails and will only be permitted to see the content that each member has made public. We intend to give our members a significant amount of control over their experience and over the information that is shared with other members and third parties. We intend that SOEFLpoints.com will share personal information with third-party advertisers only when the member consents to such sharing by expressing an interest in a product or service.

TRUSTe. We intend that each of SOEFL.com and SOEFLpoints.com will become a licensee of the TRUSTe Privacy Program and their respective privacy policies will have to be approved by TRUSTe. TRUSTe is an independent, non-profit organization that promotes responsible online privacy practices and whose goal is to build users' trust and confidence in the Internet.

Government Regulations

Once we launch our social networking Web site SOEFL.com, we will be subject to state, federal and international laws and regulations applicable to online commerce, including user privacy policies, product pricing policies, Web site content and general consumer protection laws. Laws and regulations have been adopted, and may be adopted in the future, that address Internet-related issues, including online content, privacy, online marketing, unsolicited commercial email, taxation, pricing and quality of products and services. Some of these laws and regulations, particularly those that relate specifically to the Internet, were adopted relatively recently and their scope and application may still be subject to uncertainties. Interpretations of these laws, as well as any new or revised law or regulation, which could decrease demand for our services, increase our cost of doing business, result in liabilities for us, restrict our operations or otherwise cause our business to suffer. Our failure, or the failure of our business partners, to accurately anticipate the application of these laws and regulations, or to comply with such laws and regulations, could create liability for us, result in adverse publicity and negatively affect our business.

Privacy, Data and Consumer Protection. The FTC and many state attorneys general are applying federal and state consumer protection laws to the online collection, use and dissemination of personal information and the presentation of Web site content. These regulations include requirements that we establish procedures to disclose and notify users of privacy and security policies, obtain consent from users for collection and use of certain types of information and provide users with the ability to access, correct and delete some of their personal information stored by us. These regulations also include enforcement and redress provisions. The specific limitations imposed by these regulations are subject to interpretation by courts and other governmental authorities. In addition, the FTC has conducted investigations into the privacy practices of companies that collect personal user information over the Internet and the use and disclosure of that information. We may become subject to the FTC's regulatory and enforcement efforts with respect to current or future regulations, or those of other governmental bodies, which may adversely affect our ability to collect demographic and personal information from members and our ability to use this information in our communications to members, which could adversely affect our marketing efforts. We believe that our information collection and disclosure policies will comply with existing laws, but a determination by a state or federal agency or court that any of our practices do not meet these standards could result in liability and adversely affect our business. In addition, in the European Union member states and other foreign countries, data protection is even more highly regulated and rigidly enforced. To the extent that we expand our business into these countries, we expect that compliance with these regulations will be more burdensome and costly for us.

The Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003, or the CAN-SPAM Act, regulates the distribution of commercial emails. Among other things, the CAN-SPAM Act provides a right on the part of an email recipient to request the sender to stop sending messages and establishes penalties for the sending of email messages which are intended to deceive the recipient as to source or content. We intend to apply the CAN-SPAM requirements to our email communications, and we intend that our email practices will comply with the requirements of the CAN-SPAM Act.

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Digital Millennium Copyright Act of 1998. The Digital Millennium Copyright Act of 1998, or DMCA, among other things, creates limitations on the liability of online service providers for copyright infringement when users of a service post materials that infringe the copyrights of third-parties, as long as the service provider complies with the statutory requirements of the act (including taking down or blocking infringing material). The DMCA, however, does not eliminate potential service provider liability completely. To the extent we are held liable for content posted by our users, the DMCA notwithstanding, it could be potentially costly and harm our reputation or otherwise affect the growth of our business.

Communications Decency Act. The Communications Decency Act of 1996, or CDA, regulates content of material on the Internet, and provides immunity to providers of interactive computer services for claims based on content posted by third-parties. The CDA and the case law interpreting it provide that an interactive computer service provider is immune from liability for obscene, defamatory or other illegal content posted by users of its service unless such service provider engages in activities whereby it may be deemed itself to have been involved in creating or developing the content. If we are held liable for content posted by our users it could be potentially costly and harm our reputation or otherwise affect the growth of our business.

The Child Online Protection Act and The Children's Online Privacy Protection Act. The Child Online Protection Act and the Children's Online Privacy Protection Act restrict the distribution of materials considered harmful to children and impose additional restrictions on the ability of online services to collect information from children under 13. The failure to accurately apply or interpret either of these Acts could create liability for us, result in adverse publicity and negatively affect our business.

We may also be subject to regulation not specifically related to the Internet, including laws affecting direct marketers and advertisers. Compliance with these laws, or the adoption or modification of laws applicable to Internet advertising or marketing, could affect our ability to market our services, decrease the demand for our services, increase our costs or otherwise adversely affect our business.

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MANAGEMENT’S DISCUSSION OF FINANCIAL CONDITION OR PLAN OF OPERATION

The following discussion should be read in conjunction with the financial statements section included elsewhere in this prospectus.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

With the exception of historical matters, the matters discussed herein are forward-looking statements that involve risks and uncertainties. Forward-looking statements include, but are not limited to, statements concerning anticipated trends in revenues and net income, projections concerning operations and available cash flow. Our actual results could differ materially from the results discussed in such forward-looking statements. The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes thereto appearing elsewhere herein.

Our audited financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

Company Overview

SOEFL Inc. (OTC BB: SOEF) is a development stage company incorporated in the State of Nevada on October 15, 2008. We were organized to enter into and operate online social networking and loyalty marketing services under our SOEFL (“School Of Entirely Free Learning”) and SOEFLpoints brands. Our success will be driven by our ability to create, grow and monetize an online audience in a cost-effective manner and enable advertisers to reach relevant online consumers effectively. Revenues from our social networking and loyalty marketing services will be derived from advertising fees.

On our social networking web site located at www.soefl.com, which is currently not yet operational and is “under construction”, we intend to enable users to locate and interact with their acquaintances. Using interactive tools and features we intend to provide our members, as with other social networking web sites, the ability to contribute to our social networking web site, distinct, relevant pieces of content, such as names, school affiliations, profiles, biographies, interests and photos. We intend to have our soefl.com web site operational and able to generate revenues during the 2010-2011 U.S. school year. We expect the cost of the development of our SOEFL.com web site to be approximately $24,000 in third-party consulting fees and expenses, in addition to the work contributed to the development by our management. Once our SOEFL.com web site is operational, there are many different forms of Internet advertising that we intend to use to generate revenues, which include pay per impression, pay per click, pay per play, or pay per action advertisements to name a few, and the only material uncertainties that management can foresee in respect of our generating revenues from our SOEFL.com web site, would be our inability to generate material revenues. If we are unable to generate material revenues or obtain adequate financing, our business may fail and you may lose some or all of your investment in our common stock.

SOEFLpoints, is to be our online loyalty marketing service, where we intend to provide advertisers with an effective means to reach our online audience with targeted marketing campaigns, while also enabling consumers to earn points-based rewards by responding to email offers, completing online surveys, shopping online and engaging in other online activities. We intend to market products and services of advertisers to our SOEFLpoints members, who register with SOEFLpoints through a double opt-in process to receive email marketing messages from us. We intend to have our SOEFLpoints.com web site operational and able to generate revenues during the 2010-2011 U.S. school year. We expect the cost of the development of our SOEFLpoints.com web site to be approximately $24,000 and intend to develop this web site using revenues generated from our SOEFL.com web site. If we are unable to generate sufficient revenues, early in 2010, from our SOEFL.com web site so as to develop our SOEFLpoints.com web site, we may be required to postpone development until such time as we have generated sufficient revenues from our SOEFL.com web site. We do not intend to develop our SOEFLpoints.com web site until such time as our SOEFL.com web site has generated sufficient revenues to funds such development.

Plan of Operation

Over the next twelve months, we must raise capital and complete the staged design and development of our SOEFL.com and SOEFLpoints.com Web sites and initiate marketing activities.

Stage One – to be completed within 120 days of our last quarterly report for the period ended September 30, 2010

We intend to complete the prototype design and development of our SOEFL.com Web site (the logo, layout and colors to be used and the features and functions to be provided). This is estimated to cost $12,000.

Stage Two – to be completed within 210 days of our last quarterly report for the period ended September 30, 2010

We intend to complete the prototype design of our SOEFLpoints.com Web site (the logo, layout and colors to be used and the features and functions to be provided). We also intend to complete the final design and development of our SOEFL.com Web site. This is estimated to cost $24,000.

Stage Three – to be completed within 360 days of our last quarterly report for the period ended September 30, 2010

We intend to complete the final design and development of our SOEFLpoints.com Web site. We also intend to market our SOEFL.com Web site to prospective members and prospective advertisers. This is estimated to cost $28,000.

If we can complete these stages and we receive a positive reaction from our potential members, we will attempt to raise additional money through a private placement, public offering or long-term loans to continue marketing our SOEFL.com and SOEFLpoints.com Web sites to attract larger

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numbers of members. We will also continually refine our SOEFL.com and SOEFLpoints.com Web sites and optimize our marketing efforts from the market feedback we receive during the initial marketing phase and from our member’s feedback. We do not at this time have an estimate for this stage.

At present, Ratree Yabamrung, our president, treasurer and a director, in addition to her investment in our common stock, has invested $31,941 in our company. She is willing to make additional financial commitments, but the total amount that she is willing to invest has not yet been determined. At the present time, we have not made any arrangements to raise additional cash; however, we intend to raise additional capital through private placements. If we need additional cash but are unable to raise it, we will either suspend marketing operations until we do raise the cash, or cease operations entirely. Other than as described in this paragraph, we have no other financing plans.

If we are unable to complete any phase of our development or marketing efforts because we don't have enough money, we will cease our development and or marketing operations until we raise money. Attempting to raise capital after failing in any phase of our development plan could be difficult. As such, if we cannot secure additional proceeds we will have to cease operations and investors would lose their entire investment.

Management does not plan to hire additional employees at this time. Our president will be responsible for designing and developing the initial SOEFL.com and SOEFLpoints.com Web sites. Once we begin marketing our SOEFL.com and SOEFLpoints.com Web sites, we intend to hire an independent consultant(s) to market the Web site.

We have no current plans, preliminary or otherwise, to merge with any other entity.

Over the next twelve months we have estimated that we will need to spend approximately $128,000 on completing these stages, in addition to the work contributed to the development by our management.

Notes to the Financial Statements December 31, 2009 and 2008 and From Inception on October 15, 2008 Through December 31, 2009 SOEFL INC. (A Development Stage Company) INDEX TO CONDENSED INTERIM FINANCIAL STATEMENTS September 30, 2010 (Unaudited) and December 31, 2009 Condensed Interim Balance Sheets 41 Condensed Interim Statements of Operations 42 Condensed Interim Statements of Stockholders' Equity (Deficit) 43 Condensed Interim Statements of Cash Flows 44 Notes to Unaudited Condensed Interim Financial Statements 45 thru 46 41 SOEFL INC. (A Development Stage Company) CONDENSED INTERIM BALANCE SHEETS (Unaudited) ASSETS                   September 30, 2010   December 31, 2009 CURRENT ASSETS                                   Cash $ 554    $ 929    Prepaid expenses   23      23                            Total Current Assets   577      952                        TOTAL ASSETS $ 577    $ 952                                              LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)               CURRENT LIABILITIES                                   Accounts payable $ 8,663    $ 21,207    Accrued interest – related party (Note 3)   351      93    Accrued wages – related party (Note 3)   75,440      56,600    Notes payable – related party (Note 3)   31,941      1,941                            Total Current Liabilities   116,295      79,841                        TOTAL LIABILITIES   116,295      79,841                        STOCKHOLDERS’ EQUITY (DEFICIT)                                   Preferred stock, $0.01 par value, 1,000,000 shares           authorized, none issued and outstanding   -      -                          Common stock, $0.001 par value, 65,000,000 shares           authorized, 2,135,000 and 2,135,000 shares           issued and outstanding, respectively   2,135      2,135    Additional paid-in capital   12,065      12,065    Deficit accumulated during the development stage   (130,018)     (93,089)                           Total Stockholders’ Equity (Deficit)   (115,818)     (78,889)                       TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) $ 577    $ 952                        The accompanying notes are an integral part of these financial statements. 42 SOEFL INC. (A Development Stage Company) CONDENSED INTERIM STATEMENTS OF OPERATIONS (Unaudited)             For the Three Months Ended September 30,   For the Nine Months Ended September 30,   From Inception on October 15, 2008             2010   2009   2010   2009   Through September 30, 2010                                         REVENUE $ -    $ -    $ -    $ -   $ -                                         EXPENSES                                                                       Professional and legal fees   4,875      5,125      17,625      20,391      50,995    Officer wages   3,120      9,600      18,840      32,820      75,440    Incorporation costs   -      -      -      -      803    General and administrative 45    389      206      1,324      2,429      Total Expenses 8,040    15,114      36,671      54,535      129,667                                          OPERATING LOSS (8,040)   (15,114)     (36,671)     (54,535)     (129,667)                                         OTHER EXPENSE                                                                       Interest expense (220)   (19)     (258)     (58)     (351)                                             Total Other Expense (220)   (19)     (258)     (58)     (351)                                         LOSS BEFORE INCOME TAX EXPENSE (8,260)   (15,133)     (36,929)     (54,593)     (130,018)                                           Income tax expense -    -      -      -      -                                          NET LOSS   (8,260)     (15,113)     (36,929)     (54,593)   $ (130,018)                               BASIC AND FULLY DILUTED LOSS PER SHARE $ (0.00)   $ (0.01)   $ (0.02)   $ (0.03)                                               WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 2,135,000    2,135,000      2,135,000      2,135,000        The accompanying notes are an integral part of these financial statements. 43 SOEFL INC. (A Development Stage Company) CONDENSED INTERIM STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) (Unaudited)     Common Stock   Paid-in   Deficit Accumulated During the Development   Total Stockholders’ Equity     Shares   Amount   Capital   Stage   (Deficit)                                 Balance, October 15, 2008       (date of inception)   -    $ -    $ -    $ -    $ -                                  Common stock issued for cash       at $0.001 per share (Note 3)   1,500,000      1,500      -      -      1,500                                  Common stock issued for cash       at $0.02 per share   635,000      635      12,065      -     12,700                                  Net loss for the year ended       December 31, 2008       (restated)   -     -     -     (21,532)     (21,532)                                 Balance December 31, 2008       (restated)   2,135,000      2,135      12,065      (21,532)     (7,332)                               Net loss for the year ended       December 31, 2009   -     -     -     (71,557)     (71,557)                               Balance December 31, 2009   2,135,000      2,135      12,065      (93,089)     (78,889)                               Net loss for the period ended       September 30, 2010       (Unaudited)   -      -      -      (36,929)     (36,929)                               Balance, September 30, 2010       (Unaudited)   2,135,000    $ 2,135    $ 12,065    $ (130,018)   $ (115,818)                                 The accompanying notes are an integral part of these financial statements. 44 SOEFL INC. (A Development Stage Company) CONDENSED INTERIM STATEMENTS OF CASH FLOWS (Unaudited)       For the Nine Months Ended September 30   From Inception on October 15, 2008 Through       2010   2009   September 30, 2010 OPERATING ACTIVITIES                                                       Net loss     $ (36,929)   $ (54,593)   $ (130,018)   Adjustments to reconcile net loss to net    cash used by operating activities:                       Changes in assets and liabilities:                       (Increase) decrease in prepaid assets       -      1,309      (23)   (Decrease) increase in accounts payable       17,456      8,135      38,663    Increase in accrued expenses – related party       19,098      32,878      75,791                                    Net Cash Used in Operating Activities       (375)     (12,271)     (15,587)                                   INVESTING ACTIVITIES       -      -      -                                    FINANCING ACTIVITIES                                                       Proceeds from issuance of stock       -      -      14,200    Proceeds from related party notes       -      -      1,941    Payments on related party notes       -      -      -                                    Net Cash Provided by Financing Activities       -      -      16,141                                    INCREASE (DECREASE) IN CASH       (375)     (12,271)     554                                    CASH AT BEGINNING OF PERIOD       929      13,200      -                                    CASH AT END OF PERIOD     $ 554    $ 929    $ 554                                  SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                                                     CASH PAID FOR:                                                       Interest     $ -    $ -    $ -    Income taxes     $ -    $ -    $ -                                  NON-CASH ACTIVITIES:                                                       Stock issued for officer wages or services     $ -    $ -    $ -    Stock issued for accounts payable     $ -    $ -    $ -    Stock issued for related party notes payable     $ -    $ -    $ -  The accompanying notes are an integral part of these financial statements. 45 SOEFL INC. (A Development Stage Company) Notes to Unaudited Condensed Interim Financial Statements September 30, 2010 (Unaudited) and December 31, 2009 NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION The financial statements presented are those of SOEFL Inc. (the “Company”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted in accordance with such rules and regulations. The information furnished in the unaudited condensed interim financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these unaudited condensed interim financial statements be read in conjunction with the Company’s most recent audited financial statements contained in the Company’s Form 10-K filing with the Securities and Exchange Commission. Operating results for the nine months ended September 30, 2010 are not necessarily indicative of the results that may be expected for the year ending December 31, 2010. NOTE 2 - ORGANIZATION SOEFL Inc. ("the Company") was incorporated in the State of Nevada as a for-profit company on October 15, 2008 and established a fiscal year end of December 31. We are a development-stage company organized to enter into and operate online social networking and loyalty marketing services under our SOEFL (“School Of Entirely Free Learning”) and SOEFLpoints brands. Our success will be driven by our ability to create, grow and monetize an online audience in a cost-effective manner and enable advertisers to reach relevant online consumers effectively. Revenues from our social networking and loyalty marketing services will be derived from advertising fees. On our social networking Web site located at www.soefl.com, we intend to enable users to locate and interact with their acquaintances. Using interactive tools and features we intend to provide our members, as with other social networking Web sites, the ability to contribute to our social networking Web site, distinct, relevant pieces of content, such as names, school affiliations, profiles, biographies, interests and photos. SOEFLpoints, is to be our online loyalty marketing service, where we intend to provide advertisers with an effective means to reach our online audience with targeted marketing campaigns, while also enabling consumers to earn points-based rewards by responding to email offers, completing online surveys, shopping online and engaging in other online activities. We intend to market products and services of advertisers to our SOEFLpoints members, who register with SOEFLpoints.com through a double opt-in process to receive email marketing messages from us. NOTE 3 - RELATED PARTY TRANSACTIONS Common Stock On October 16, 2008, corporate officer Ratree Yabamrung acquired 1,500,000 shares of the Company’s common stock at a price of $0.001 per share, or $1,500, which represents 70.26% of the 2,135,000 issued and outstanding common stock of the Company. Accrued Expenses For the nine months ended September 30, 2010, the Company accrued $18,840 in wages payable to Ratree Yabamrung, its president, treasurer and a director, which represents having worked 942 hours during the period at a rate of $20 per hour. Notes Payable and Accrued Interest As of September 30, 2010, the Company had a note payable to an officer totalling $31,941. The note represents cash advances for the payment of general corporate expenses of $31,941. The note is unsecured, due upon demand and accrues interest at the rate of 4.00% per annum. Interest is calculated monthly on the outstanding balance on the last day of the month after accounting for all new funds and payments made during the month. For the nine months ended September 30, 2010, the Company accrued $258 in interest payable on the note. Accrued interest payable on the note totals $351 at September 30, 2010. NOTE 4 - GOING CONCERN The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.  However, the Company does not have significant cash or other material assets, nor does it have an established source of revenues sufficient to cover its operating costs.  Additionally, the Company has accumulated significant losses, has negative working capital, and a deficit in stockholders' equity.  All of these items raise substantial doubt about its ability to continue as a going concern.   46 SOEFL INC. (A Development Stage Company) Notes to Unaudited Condensed Interim Financial Statements September 30, 2010 (Unaudited) and December 31, 2009 NOTE 4 - GOING CONCERN (CONTINUED) Management's plans with respect to alleviating the adverse financial conditions that caused shareholders to express substantial doubt about the Company's ability to continue as a going concern are as follows: The Company's current assets are not deemed to be sufficient to fund ongoing expenses related to the start up of planned principal operations.  If the Company is not successful in the start up of business operations which produce positive cash flows from operations, the Company may be forced to raise additional equity or debt financing to fund its ongoing obligations and cease doing business.   Management believes that the Company will be able to operate for the coming year by obtaining additional loans from Ms. Yabamrung, the president of the Company. However, there can be no assurances that management’s plans will be successful. If additional funds are raised through the issuance of equity securities, the percentage ownership of the Company's then-current stockholders would be diluted. If additional funds are raised through the issuance of debt securities, the Company will incur interest charges until the related debt is paid off. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. NOTE 5 - RECENT ACCOUNTING PRONOUNCEMENTS In June 2009, the FASB issued guidance under Accounting Standards Codification (“ASC”) Topic 105, “Generally Accepted Accounting Principles” (SFAS No. 168, The FASB Accounting Standards Codification TM and the Hierarchy of Generally Accepted Accounting Principles). This guidance establishes the FASB ASC as the single source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. SFAS 168 and the ASC are effective for financial statements issued for interim and annual periods ending after September 15, 2009. The ASC supersedes all existing non-SEC accounting and reporting standards. All other non-grandfathered, non-SEC accounting literature not included in the ASC has become non-authoritative. Following SFAS 168, the FASB will no longer issue new standards in the form of Statements, FSPs, or EITF Abstracts. Instead, the FASB will issue Accounting Standards Updates, which will serve only to update the ASC, provide background information about the guidance, and provide the bases for conclusions on the change(s) in the ASC. We adopted ASC 105 effective for our financial statements issued as of December 31, 2009. The adoption of this guidance did not have an impact on our financial statements but will alter the references to accounting literature within financial statements. The Company’s management has evaluated all recent accounting pronouncements since the last audit through the issuance date of these financial statements. In the Company’s opinion, none of the recent accounting pronouncements will have a material effect on these financial statements. NOTE 6 - SUBSEQUENT EVENTS Management has evaluated subsequent events as of October 5, 2010, and has determined there are no other subsequent events to be reported. 47 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE On August 7, 2009, our Board of Directors dismissed Moore & Associates Chartered, its independent registered public account firm. On the same date, August 7, 2009, the accounting firm of Seale and Beers, CPAs was engaged by our Board of Directors as our new independent registered public account firm. Our Board of Directors and our Audit Committee approved of the dismissal of Moore & Associates Chartered and the engagement of Seale and Beers, CPAs as our independent auditor. None of the reports of Moore & Associates Chartered on our financial statements for the past year or subsequent interim periods contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles, except that our audited financial statements contained in this Registration Statement on Form S-1 for the fiscal year ended December 31, 2008 (restated), contain a going concern qualification in our audited financial statements. During our most recent fiscal year and the subsequent interim periods thereto, there were no disagreements with Moore and Associates, Chartered whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Moore and Associates, Chartered's satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its report on our financial statements. On August 7, 2009, we engaged Seale and Beers, CPAs as our independent accountant. During the most recent fiscal year and the interim periods preceding the engagement, we have not consulted Seale and Beers, CPAs regarding any of the matters set forth in Item 304(a)(1)(v) of Regulation S-K. On August 27, 2009, the Public Company Accounting Oversight Board ("PCAOB") revoked the registration of Moore and Associates, Chartered because of violations of PCAOB rules and auditing standards in auditing financial statements, PCAOB rules and quality controls standards, and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and noncooperation with a PCAOB investigation. A copy of the order is available at http://www.pcaobus.org/Enforcement/Disciplinary_Proceedings/2009/08-27_Moore.pdf We have requested that Moore and Associates, Chartered furnish us with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. As of the date of this filing, we have not received this letter. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS Officers and Directors At each annual meeting of stockholders, directors will be elected to hold office until the next annual meeting of the stockholders. Each director will hold office until the expiration of the term from which elected and until a successor has been elected and qualified. The officers of our company are appointed by our board of directors and hold office for such term as may be prescribed by our board of directors and until such person’s successor has been chosen and qualified, or until such person’s death or resignation, or until such person’s removal from office.   The name, address, age, and position of our officers and directors are set forth below: Name and Address Age Position(s) Date First Elected or Appointed Ratree Yabamrung (1) Suite 21, 205.5 Moo 10, Pattaya 2nd Road Nongprue, Banglamung, Chonburi 20150 Thailand 32 President, Treasurer, Director October 15, 2008 Kotchaporn Bousing 410 Soi Charunrat, Klongton Sai Klongsan, Bangkok 10600 Thailand 35 Secretary November 18, 2009 (1) Resigned as Secretary on November 18, 2009. Background of Officers and Directors Ratree Yabamrung is the founder of our company and has been our President, Secretary, Treasurer since October 16, 2008 and a director since inception (October 15, 2008). Ms. Yabamrung has been involved primarily in Internet consulting and marketing over the past 10 years. Since 1999 Ms. Yabamrung has consulted to numerous small and medium sized businesses in the design, development and marketing of Internet Web sites. Her expertise is centered around Web technologies and user interface systems which provide consumers with the tools needed to perform daily personal and business tasks. Kotchaporn Bousing was appointed Secretary on November 18, 2009. Ms. Bousing has been involved primarily in consulting to small businesses marketing products and services via the Internet. She brings with her knowledge of Internet marketing. Family Relationships There are no family relationships among our directors or our executive officers.   48 Conflicts of Interest At the present time, we do not foresee any direct conflict of interest between Ms. Yabamrung's other business interests and her involvement in our company. Her primary interest is our company and she devotes approximately 40 hours per week to our operations and is prepared to devote more time as may be required. Involvement in Certain Legal Proceedings Our directors, executive officers and control persons have not been involved in any of the following events during the past five years: 1. any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; 2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); 3. being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or 4. being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated. Board Committees We currently do not have any committees of the Board of Directors. EXECUTIVE COMPENSATION Summary of Compensation We have made provisions for paying cash and/or non-cash compensation to our president, Ratree Yabamrung. At the present time, she is accruing a salary of $20 per hour for time spent working on our business. The following table sets forth the compensation paid by us from inception on October 15, 2008 through September 30, 2010. The compensation addresses all compensation awarded to, earned by, or paid to our named executive officers up to September 30, 2010. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. Summary Compensation Table Name and Principal Position Year Salary ($) Bonus ($) Stock Awards ($) Option Awards ($) Non-Equity Incentive Plan Compensation ($) Nonqualified Deferred Compensation Earnings ($) All Other Compensation ($) Total ($) Ratree Yabamrung President, Treasurer, Director 2010 (1) 2009 2008 $18,840 $43,140 $13,460 Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil $18,840 $43,140 $13,460 Kotchaporn Bousing Secretary, Director 2010 (1) 2009 Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil (1) Up to September 30, 2010. We did not pay any other salaries in the period from inception on October 15, 2008 through September 30, 2010. There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and director other than as described herein. Long-term Incentive Plan Awards We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance. Employment Agreements At present, we have no employees other than our current president, Ratree Yabamrung. Effective as of October 16, 2008, we agreed to pay Ms. Yabamrung a professional services’ fee of $20 per hour for time spent on our business. Ms. Yabamrung agreed to have any monies owing to her in relation to her services be considered a loan to our company. Ms. Yabamrung’s fee will accrue each month and will be added to any outstanding loan amount. We presently do not have pension, health, annuity, insurance, stock options, profit sharing, or similar benefit plans; however, we may adopt plans in the future. There are presently no personal benefits available to our director for time spent as a director. 49 Director Compensation Our directors are not compensated by us for acting as such and we did not compensate our directors for acting as such during the period from inception on October 15, 2008 through September 30, 2010. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth, as of the date of this prospectus, the total number of shares owned beneficially by our officers and directors, and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The table also reflects what their ownership will be assuming completion of the sale of all shares in this offering. The stockholders listed below have direct ownership of their shares and possess sole voting and dispositive power with respect to the shares. Title of Class Name and Address of Beneficial Owner Amount  and Nature of Beneficial Ownership Percent of Class (2) Common Stock Ratree Yabamrung (1) Suite 21, 205.5 Moo 10, Pattaya 2nd Road Nongprue, Banglamung, Chonburi 20150 Thailand 1,500,000 (Direct) 70.26%   Kotchaporn Bousing 410 Soi Charunrat, Klongton Sai Klongsan, Bangkok 10600 Thailand 25,000 (Direct) 1.17%   All Officers and Directors as a Group (2 persons) 1,525,000 (Direct) 71.43% Notes: 1. Ratree Yabamrung, our president, treasurer and a director, may be deemed to be a "parent" and "promoter" of our company, within the meaning of such terms under the Securities Act of 1933, as amended, by virtue of her direct and indirect stock holdings. Ms. Yabamrung is the only "promoter" of our company. 2. As of October 29, 2010, there were 2,135,000 shares of our common stock issued and outstanding and thirty-five (35) registered stockholders. Changes in Control We are unaware of any contract, or other arrangement or provision of our Articles of Incorporation or Bylaws, the operation of which may at a subsequent date result in a change of control of our company CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Except as described below, none of the following parties have, since our date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that have or will materially affect us, other than as noted in this section: 1. Any of our directors or officers; 2. Any person proposed as a nominee for election as a director; 3. Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock; 4. Any of our promoters; and 5. Any member of the immediate family (including spouse, parents, children, step-parents, step-children, siblings and in-laws) of any of the foregoing persons. Effective as of October 16, 2008, we entered into a shareholder loan agreement with Ms. Yabamrung, whereby Ms. Yabamrung agreed to loan us funds, as required, to operate our business. The term of the loan is indefinite, and the loan can be repaid at any time, in part or in full. There are no interest payments during the life of the loan, but the repayment amount will include all interest that accrues while the loan is outstanding. The interest rate on the loan is 4.0% and will accrue annually. For the purpose of calculating interest owing on the outstanding loan amount, the outstanding loan amount will be recalculated at the end of each month, until the loan is fully repaid, taking into account any (i) new funds loaned to us by Ms. Yabamrung, and (ii) payments to Ms. Yabamrung by us, which payments will be applied on a last-in, first-out basis. The largest aggregate amount of principal outstanding on the loan since inception was $31,941. The amount outstanding on the loan as of September 30, 2010 was $31,941. The amount of principal paid on the loan since inception is nil. Accrued interest payable on the note totals $351 at September 30, 2010. On October 16, 2008, Ratree Yabamrung, our president, treasurer and a director, acquired 1,500,000 shares of our company’s common stock at a price of $0.001 per share, for total cash consideration of $1,500. On October 21, 2008, Kotchaporn Bousing, our secretary, acquired 25,000 50 shares of our company’s common stock at a price of $0.02 per share, for total cash consideration of $500. These were accounted for as purchases of common stock. The shares were issued pursuant to Section 4(2) of the Securities Act and are restricted shares as defined in the Securities Act. Director Independence Our common stock is not currently listed on a national securities exchange or an inter-dealer quotation system. However, our common stock is currently cleared for unpriced quotations on the OTC Bulletin Board inter-dealer quotation system, which does not have director independence requirements. Under NASDAQ Rule 4200(a)(15), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation. Our directors are not independent because they are executive officers of our company. REPORTS TO STOCKHOLDERS We are not required to deliver an annual report to our stockholders and will not voluntarily send an annual report. Upon the effective date of this Registration Statement on Form S-1; as we are not registering a class of securities under Section 12 of the Securities Exchange Act of 1934 and will be considered a Section 15(d) filer rather than a fully reporting company; we will only be required to file annual reports on Form 10-K containing audited financial statements following the end of our fiscal year, quarterly reports on Form 10-Q containing unaudited financial statements for the first three quarters of our fiscal year following the end of such fiscal quarter, and current reports on Form 8-K shortly after the occurrence of certain material events with the Securities and Exchange Commission. We will not be subject to the proxy rules and, and therefore, we will not be required to send proxy statements or information statements to our stockholders or file them with the Securities and Exchange Commission. Also the short swing reporting and profit recovery rules will not be applicable to our directors and officers and any person who is the beneficial owner of more than 10% of the shares of our common stock. In addition, any person who acquires beneficial ownership of more than 5% of the shares of our common stock will not be required to report such ownership to the Securities and Exchange Commission by filing a Schedule 13D or Schedule 13G with the Securities and Exchange Commission or provide a copy of such filing to us. We do intend to file a Registration Statement on Form 8-A with the Securities and Exchange Commission concurrently with, or immediately following, the effectiveness of this Registration Statement on Form S-1. The filing of the Registration Statement on Form 8-A will cause us to become a fully reporting company with the Securities and Exchange Commission under the Securities Exchange Act of 1934. If we become a fully reporting company, we will be required to continue filing our annual, quarterly and current reports with the Securities and Exchange Commission and be subject to the proxy rules. Also the short swing reporting and profit recovery rules will be applicable to our directors and officers and any person who is the beneficial owner of more than 10% of the shares of our common stock. In addition, any person who acquires beneficial ownership of more than 5% of the shares of our common stock will be required to report such ownership to the Securities and Exchange Commission. Our Securities and Exchange Commission filings will be available to the public over the internet at the Securities and Exchange Commission’s website at http://www.sec.gov. We have filed a Registration Statement on Form S-1 under the Securities Act with the Securities and Exchange Commission with respect to the shares of our common stock offered through this prospectus. This prospectus is filed as a part of that registration statement, but does not contain all of the information contained in the registration statement and exhibits. Statements made in the registration statement are summaries of the material terms of the referenced contracts, agreements or documents of SOEFL. We refer you to our registration statement and each exhibit attached to it for a more detailed description of matters involving SOEFL, and the statements we have made in this prospectus are qualified in their entirety by reference to these additional materials. You may inspect the registration statement, exhibits and schedules filed with the Securities and Exchange Commission at the Securities and Exchange Commission's principal office in Washington, D.C. Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the SEC, Room 1580, 100 F Street NE, Washington D.C. 20549. Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The Securities and Exchange Commission also maintains a website at http://www.sec.gov that contains reports, proxy statements and information regarding registrants that file electronically with the Securities and Exchange Commission. Our Registration Statement and the referenced exhibits can also be found on this website. No finder, dealer, sales person or other person has been authorized to give any information or to make any representation in connection with this offering other than those contained in this prospectus and, if given or made, such information or representation must not be relied upon as having been authorized by our company. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation. MATERIAL CHANGES Not applicable. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE Not applicable. 51 DISCLOSURE OF THE COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES Our Bylaws provide that we shall, to the maximum extent permitted by Nevada law, have the power to indemnify each of our agents against expenses and shall have the power to advance to each such agent expenses incurred in defending any such proceeding to the maximum extent permitted by that law. Under our Bylaws, the term an “agent” includes any person who is or was a director, officer, employee or other agent of our company; or is or was serving at the request of our company as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise; or was a director, officer, employee or agent of a foreign or domestic corporation which was a predecessor corporation of our company or of another enterprise at the request of such predecessor corporation. The term “proceeding” means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative. The term “expenses” includes, without limitation, attorneys’ fees, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact any such person is or was an agent of our company. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of our company under Nevada law or otherwise, our company has been advised that the opinion of the Securities and Exchange Commission is that such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. 52 SUBJECT TO COMPLETION, DATED ____________, 2010 PROSPECTUS SOEFL INC. 635,000 SHARES COMMON STOCK Dealer Prospectus Delivery Obligation Until ________________________, all dealers that effect transactions in these securities whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer's obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. 53 PART II INFORMATION NOT REQUIRED IN THIS PROSPECTUS Other Expenses of Issuance and Distribution The estimated costs of this Offering are as follows: Expenses (1)     Accounting Fees and Expenses $  3,500.00 Legal Fees and Expenses $  2,700.00 SEC Registration Fee $  1.77 Transfer Agent Fees   Nil Miscellaneous Expenses $  1,500.00 TOTAL $  7,701.77 Notes: (1) All amounts are estimates, other than the Security and Exchange Commission's registration fee. We are paying all expenses of the Offering listed above. No portion of these expenses will be paid by the selling stockholders. The selling stockholders, however, will pay any other expenses incurred in selling their common stock, including any brokerage commissions or costs of sale. Indemnification of Directors and Officers Our officers and directors are indemnified as provided by the Nevada Revised Statutes (the “NRS”), our Articles of Incorporation and our Bylaws. Indemnification Chapter 78 of the NRS, pertaining to private corporations, provides that we are required to indemnify our officers and directors to the extent that they are successful in defending any actions or claims brought against them as a result of serving in that position, including criminal, civil, administrative or investigative actions and actions brought by or on behalf of SOEFL. Chapter 78 of the NRS further provides that we are permitted to indemnify our officers and directors for criminal, civil, administrative or investigative actions brought against them by third parties and for actions brought by or on behalf of SOEFL, even if they are unsuccessful in defending that action, if the officer or director: (a) is not found liable for a breach of his or her fiduciary duties as an officer or director or to have engaged in intentional misconduct, fraud or a knowing violation of the law; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of SOEFL, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful. However, with respect to actions brought by or on behalf of SOEFL against our officers or directors, we are not permitted to indemnify our officers or directors where they are adjudged by a court, after the exhaustion of all appeals, to be liable to us or for amounts paid in settlement to SOEFL, unless, and only to the extent that, a court determines that the officers or directors are entitled to be indemnified. Our Articles of Incorporation and our Bylaws provide that we will indemnify our officers and directors to the full extent permitted by law for any threatened, pending or completed actions or proceedings, whether they be civil, criminal, administrative or investigative, including actions or proceedings brought by or in the right of our company. Advance of Expenses As permitted by Chapter 78 of the NRS, our Articles of Incorporation and our Bylaws, we are to advance funds to our officers or directors for the payment of expenses incurred in connection with defending a proceeding brought against them in advance of a final disposition of the action, suit or proceeding. However, as a condition of our doing so, the officers or directors to which funds are to be advanced must provide us with undertakings to repay any advanced amounts if it is ultimately determined that they are not entitled to be indemnified for those expenses. Insurance Chapter 78 of the NRS and our Bylaws also allow us to purchase and maintain insurance on behalf of our officers or directors, regardless of whether we have the authority to indemnify them against such liabilities or expenses. 54 Recent Sales of Unregistered Securities On October 16, 2008, Ratree Yabamrung, our president, treasurer and a director, acquired 1,500,000 shares of our company’s common stock at a price of $0.001 per share, for total cash consideration of $1,500. On October 21, 2008, Kotchaporn Bousing, our secretary, acquired 25,000 shares of our company’s common stock at a price of $0.02 per share, for total cash consideration of $500. These shares were issued pursuant to Section 4(2) of the Securities Act and are restricted shares as defined in the Securities Act. We completed a private placement of 635,000 shares of our common stock at a price of $0.02 per share to a total of thirty-five (35) purchasers on December 29, 2008. We completed the offering pursuant to Regulation S under the Securities Act. Each purchaser represented to us that they were not a “US person” as defined in Regulation S. We did not engage in a distribution of this offering in the United States. Each purchaser represented his/her intention to acquire the securities for investment only and not with a view toward distribution. Appropriate legends were affixed to the stock certificate issued to each purchaser in accordance with Regulation S. None of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved. No registration rights were granted to any of the purchasers. Exhibits and Financial Statement Schedules Exhibit Number Description of Exhibits 3.1 Articles of Incorporation (incorporated by reference from our Registration Statement on Form S-1 filed on March 23, 2009) 3.2 Bylaws (incorporated by reference from our Registration Statement on Form S-1 filed on March 23, 2009) 5.1* Opinion of Thomas Cook, Esq. regarding the legality of the securities being registered 10.1 Shareholder Loan Agreement between SOEFL Inc. and Ratree Yabamrung (incorporated by reference from our Registration Statement on Form S-1 filed on March 23, 2009) 10.2 Form of Private Placement Subscription Agreement (incorporated by reference from our Registration Statement on Form S-1 filed on March 23, 2009) 23.1* Consent of Seale and Beers, CPAs *   Filed herewith Undertakings The undersigned Registrant hereby undertakes: 1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (a) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (b) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and (c) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. 2. That, for the purpose of determining any liability under the Securities Act of 1933, each such post- effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time to be the initial bona fide offering thereof. 3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. 55 In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue. For the purposes of determining liability under the Securities Act for any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. 56 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Pattaya, Thailand, on October 29, 2010. SOEFL INC. By: /s/ RATREE YABAMRUNG Ratree Yabamrung President, Treasurer, and Director (Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer) Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. By: /s/ RATREE YABAMRUNG Ratree Yabamrung President, Treasurer, and Director (Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer) Date: October 29, 2010 57 SurePure, Inc. 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