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EXCEL - IDEA: XBRL DOCUMENT - SurePure, Inc.Financial_Report.xls
EX-32 - SECTION 906 CERTIFICATION OF KOTCHAPORN BOUSING - SurePure, Inc.exhibit322.htm
EX-23 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - SurePure, Inc.exhibit231.htm
EX-31 - SECTION 302 CERTIFICATION OF RATREE YABAMRUNG - SurePure, Inc.exhibit311.htm
EX-32 - SECTION 906 CERTIFICATION OF RATREE YABAMRUNG - SurePure, Inc.exhibit321.htm
EX-31 - SECTION 302 CERTIFICATION OF KOTCHAPORN BOUSING - SurePure, Inc.exhibit312.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


          FORM 10-K

          (Mark One)


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

For the fiscal year ended December 31, 2011 or


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

For the transition period from ____________________to _________________________


000-54172

Commission file number


SurePure, Inc.

(Exact name of registrant as specified in its charter)


Nevada        26-3550286

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


112 North Curry Street Carson City Nevada         89703

 (Address of principal executive offices)                        (Zip Code)


(877) 685-1955

Registrant’s telephone number, including area code


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


Common

Title of each class


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


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


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


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ ] Yes [X] No


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] Yes [X] No


Indicate by check mark whether the registrant is a large accelerated filer, 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) [X] Smaller reporting company


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


State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold on March 26, 2012 is $10,182,860


APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. [ ] Yes [ ] No


(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: 32,452,000






Table of Contents


 

Item 1. Business.

3

Item 1A. Risk Factors.

4

Item 1B. Unresolved Staff Comments.

4

Item 2. Properties.

4

Item 3. Legal Proceedings.

4

Item 4. (Removed and Reserved).

4

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

4

Item 6. Selected Financial Data.

4

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

5

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

5

Item 8. Financial Statements and Supplementary Data.

5

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

14

Item 9A. Controls and Procedures.

14

Item 9B. Other Information.

15

Item 10. Directors, Executive Officers and Corporate Governance.

15

Item 11. Executive Compensation.

17

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

18

Item 13. Certain Relationships and Related Transactions, and Director Independence.

19

Item 14. Principal Accounting Fees and Services.

19

Item 15. Exhibits, Financial Statement Schedules.

20

SIGNATURES

21



 

2




PART I


Item 1. Business.

This annual report contains forward-looking statements that involve risk, uncertainties and assumptions. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of many factors, including those identified below, in Item 1A Risk Factors and elsewhere in this annual report. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.


The following discussion and analysis should be read in conjunction with the financial statements and related notes and the other financial information appearing elsewhere in this annual report. Our financial statements are stated in United States dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.


As used in this annual report, the terms “we”, “us” and “our” mean SOEFL Inc., unless otherwise indicated.


Item 1      Business


Overview


SOEFL is a development stage company incorporated in the State of Nevada on October 15, 2008. 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 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 within six-months of us raising the capital necessary to fund the development of our SOEFL.com web site. 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 will register with SOEFLpoints through a double opt-in process. We intend to have our SOEFLpoints.com web site operational within six-months of our SOEFL.com web site becoming operational. 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 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.


On July 29, 2011, SurePure, Inc. (formerly named “SOEFL, Inc.”), a Nevada corporation (the “Company”), filed a Current Report on Form 8-K disclosing that on July 25, 2011, the Company entered into an Agreement and Plan of Merger dated July 8, 2011, by and among the Company, SurePure Acquisition Corp., a Nevada corporation and a wholly-owned subsidiary of the Company, and SurePure Investment Holding AG, a Switzerland corporation (“SurePure Switzerland”).  Because of certain accounting and legal costs



3




that would be triggered under Switzerland law with respect to the Agreement and Plan of Merger, the parties to the Agreement and Plan of Merger have agreed to restructure the transactions contemplated by the Agreement and Plan of Merger so that such accounting and legal costs triggered by Switzerland law would not be so triggered.  


As a result, the restructuring of the transactions contemplated by the Agreement and Plan of Merger has resulted in the termination of the Agreement and Plan of Merger and the parties entering into a new agreement to effect the business combination of the Company and SurePure Switzerland, the principal objective of the Agreement and Plan of Merger.  The new agreement is titled, Exchange Agreement, dated October 28, 2011, was executed by the Company, SurePure Switzerland and all of the shareholders of SurePure Switzerland.  The Company executed the Exchange Agreement on November 1, 2011.


Under the terms and conditions of the Exchange Agreement, the Company will offer and sell 26,822,215 shares of common stock Company in consideration for all the issued and outstanding shares in SurePure.  The effect of the issuance will be that SurePure shareholders will hold approximately 68.61% of the issued and outstanding shares of common stock of the Company, and SurePure Switzerland will become a wholly-owned subsidiary of the Company.  The transaction has yet to be consummated.

Item 1A. Risk Factors.

We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 1B. Unresolved Staff Comments.

We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 2. Properties.

We do not own any real estate or other properties. Our registered office is located at 112 North Curry Street, Carson City, Nevada 89703 and our telephone number is (877) 685-1955 and our fax number is (866) 334-2567. Our operational premises are located where our president is operating from, which is from her home in Pattaya, Thailand. These operational premises are provided at no charge by our president. We believe our current premises are not adequate for our current operations and we anticipate securing adequate premises in the foreseeable future.

Item 3. Legal Proceedings.

The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.

No director, officer, or affiliate of the issuer and no owner of record or beneficiary of more than 5% of the securities of the issuer, or any security holder is a party adverse to the small business issuer or has a material interest adverse to the small business issuer.

Item 4. (Removed and Reserved).


PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.


Date*

Open

High

Low

Close

Volume

Adj Close*

Mar 23, 2012

1.25

1.25

1.25

1.25

0

1.25

Feb 29, 2012

1.30

1.30

1.25

1.25

8,000

1.25

Jan 31, 2012

1.30

1.30

1.30

1.30

500

1.30

* Trading began January 30, 2012


Item 6. Selected Financial Data.

We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.



4




Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this report.

This report contains forward looking statements relating to our Company's future economic performance, plans and objectives of management for future operations, projections of revenue mix and other financial items that are based on the beliefs of, as well as assumptions made by and information currently known to, our management. The words "expects", "intends", "believes", "anticipates", "may", "could", "should" and similar expressions and variations thereof are intended to identify forward-looking statements. The cautionary statements set forth in this section are intended to emphasize that actual results may differ materially from those contained in any forward looking statement.

Our auditor's report dated March 27, 2012 expresses an opinion that substantial doubt exists as to whether we can continue as an ongoing business. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months unless we obtain additional capital to pay our bills. This doubt exists because we have not generated any revenues and no revenues are anticipated until we develop our website.. Our only other source of cash at this time is advances from our officer and director and investment by others through loans or sale of our common equity. See "March 27, 2012 , 2012 Audited Financial Statements - Auditors Report."

As of December 31, 2011, the Company had $nil of cash on hand. Management believes this amount will not satisfy our cash requirements for the next twelve months or until such time that additional proceeds are raised. Our plan for satisfying our cash requirements for the next twelve months is through advertising-generated income, sale of shares of our common stock, third party financing, and/or traditional bank financing. We anticipate some advertising-generated income during that same period of time, but do not anticipate generating sufficient amounts of revenues to meet our working capital requirements. Consequently, we intend to make appropriate plans to insure sources of additional capital in the future to fund growth and expansion through additional equity or debt financing or credit facilities.

In order to maintain our status as a going concern we must raise additional proceeds of approximately $40,000 over the course of the next twelve months in order to cover expenses related to maintaining our status as a reporting company (legal, auditing, and filing fees) estimated at $35,000 and $5,000 to cover administrative costs.  In the event we negotiate mineral claims, in order to begin staged exploration activities, the Company will be required to raise additional capital. There is no assurance we will receive the required financing to complete our business strategies.  Even if we are successful in raising capital, we have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations.  If we are unable to accomplish raising adequate funds, it would be likely that any investment made into the Company would be lost in its entirety.

If we are unsuccessful in raising the additional proceeds through a private placement offering we will then have to seek additional funds through debt financing, which would be highly difficult for a new development stage company to secure. We anticipate that our current cash and cash equivalents and cash generated from financing activities will be insufficient to satisfy our liquidity requirements for the next 12 months. We expect to incur business development and administrative expenses as well as professional fees and other expenses associated with maintaining our SEC filings. We will require additional funds during this time and will seek to raise the necessary additional capital. If we are unable to obtain additional financing, we may be required to reduce the scope of our exploration activities, which could harm our business, financial condition and operating results. Additional funding may not be available on favorable terms, if at all.

Total expenses in the fiscal year ending Decmeber 31, 2011 were $24,721 resulting in a net loss in the fiscal year of $24,721 as compared to total expenses for the fiscal year ended December 31, 2010 of 41,091 resulting in a loss of 41,091. The net loss for the period is primarily a result of professional fees in the amount of $19,622 and office and general expenses in the amount of $4,210 as compared to office and general administration expense for the fiscal year ended December 31, 2010 of 20,656. Since inception we have incurred operating expenses of $158,901.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 8. Financial Statements and Supplementary Data.








5





PCAOB & CPAB REGISTERED AUDITORS

www.sealebeers.com

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

To the Board of Directors and Stockholders of

Surepure, Inc. (fka Soefl, Inc.)

(A Development Stage Company)

 

We have audited the accompanying balance sheets of Surepure, Inc. (fka Soefl, Inc.)

 (A Development Stage Company) as of December 31, 2011 and 2010, and the related statements of operations, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2011 and 2010 and since inception on October 15, 2008 through December 31, 2011. Surepure, Inc.’s (fka Soefl, Inc.) management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

 

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

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Surepure, Inc. (fka Soefl, Inc.) (A Development Stage Company) as of December 31, 2011 and 2010, and the related statements of operations, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2011 and 2010 and since inception on October 15, 2008 through December 31, 2011 in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 2 to the financial statements, the Company has no revenues, has negative working capital at December 31, 2011, has incurred recurring losses and recurring negative cash flow from operating activities, and has an accumulated deficit which raises substantial doubt about its ability to continue as a going concern.  Management’s plans concerning these matters are also described in Note 2.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s/ Seale and Beers, CPAs

 

Seale and Beers, CPAs

Las Vegas, Nevada

March 27, 2012

 

50 S. Jones Blvd. Suite 202 Las Vegas, NV 89107 Phone: (888)727-8251 Fax: (888)782-2351

 

 

 


 

6













SUREPURE, INC.

(Formerly SOEFL INC.)

 (A development stage company)


FINANCIAL STATEMENTS


December 31, 2011 and 2010

(Audited)






















Report of Independent Registered Public Accounting Firm

 

Balance Sheets

 

Statement of Operations

 

Statement of Stockholders’ Equity (Deficit)

 

Statement of Cash Flows


Notes to Financial Statements



6




SUREPURE, INC.

(Formerly SOEFL INC.)

(A development stage company)


BALANCE SHEETS



 

December 31,

2011

December 31,

2010

 

 

 

ASSETS

 

 

 

CURRENT ASSETS

 

 

     Cash

$                         -

$                304

     Prepaid

-

23

 

 

 

TOTAL CURRENT ASSETS

$                        - 

$                327

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

CURRENT LIABILITIES

 

 

Accounts payable

$       18,552

$            948

     Accrued interest – related party (Note 4)

-

778

     Accrued wages – related party (Note 4)

-

76,640

     Notes payable -due to related party (Note 4)

-

41,941

 

 

 

 TOTAL CURRENT LIABILITIES

18,552

120,307

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

Capital stock

 

 

Authorized

               1,000,000 shares of preferred stock, $0.01 par value

-

-

            None issued and outstanding

 

 

200,000,000 shares of common stock, $0.001 par value

          (December 31, 2010, 65,000,000)

 

 

Issued and outstanding

 

 

32,452,000 shares of common stock (December 31, 2010 –32,452,000)

32,452 

32,452 

     Additional paid-in capital

107,897

(18,252)

Deficit accumulated during the development stage

(158,901)

(134,180)

 

 

 

TOTAL  STOCKHOLDERS’ EQUITY (DEFICIT)

(18,552)

(119,980)

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

$                  - 

$                 327 

 

 

 

 

 

 










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



7




SUREPURE, INC.

(Formerly SOEFL Inc.)

 (A development stage company)


STATEMENTS OF OPERATIONS


 



Years Ended

From inception

(October 15, 2008)  to

 

December 31,

December 31,

December 31,

 

2011

2010

2011

 

 

 

 

 

 

 

 

REVENUE

$         -

$           -

$            -

 

 

 

 

EXPENSES

 

 

 

Professional fees

    19,622

        19,750 

71,954 

     Officers wages      

      2,400

        20,040

79,040 

     Incorporation & filing costs

      1,498

-

 3,739 

     General and administration

312

            616 

            2,500

           Total Expenses

    23,832

       40,406

157,233

 

OPERATING LOSS


   (23,832)


      (40,406)


(157,233)

 

 

 

 

OTHER EXPENSE

 

 

 

       Interest expense

          889

        665

1,668

             Total Other Expense

$       (889)

$     (665)

$  (1,668)


LOSS BEFORE INCOME TAX EXPENSE

     (24,721)


      (41,091)


(158,901)

       Income tax expense

            -

          -

     -

 

 

 

 

NET INCOME (LOSS)

     (24,721)

     (41,091)

(158,901)

  

      

LOSS PER COMMON SHARE BASIC


$       (0.00)


$    (0.00)

 

 

 

WEIGHTED AVERAGE NUMBER OF

      COMMON SHARES OUTSTANDING

     - BASIC

32,452,000 

32,452,000 

















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







8




SUREPURE, INC.

(Formerly SOEFL Inc.)

 (A development stage company)


STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE PERIOD FROM OCTOBER 15, 2008 (INCEPTION) TO DECEMBER 31, 2011




Common Stock

Additional




Share


Deficit Accumulated During the

 

Number of shares

Amount

Paid-in Capital

Subscription Receivable

Development Stage

Total

 

 

 

 

 

 

 

 Founder shares issued for cash –

   at $0.001 per share, October 16, 2008


22,800,000 


$ 22,800 


$ (21,300) 


$                 - 


$                 - 


$   1,500 

Common stock issued for cash -

 

 

 

 

 

 

At $0.02 per share,  December 29, 2008

9,652,000

9,652

3,048

-

-

12,700

 

 

 

 

 

 

 

Net loss for the year ended December 31, 2008

(21,532)

(21,532)

 

 

 

 

 

 

 

Balance, December 31, 2008 (restated)

32,452,000 

32,452 

(18,252) 

(21,532)

(7,332) 

 

 

 

 

 

 

 

Net loss for the year ended December 31, 2009

(71,557)

(71,557)

 

 

 

 

 

 

 

Balance, December 31, 2009

32,452,000

32,452

(18,252)

-

(93,089)

(78,889)

 

 

 

 

 

 

 

Net loss for the year ended December 31, 2010

-

-

-

-

(41,091)

(41,091)

 

 

 

 

 

 

 

Balance, December 31, 2010

32,452,000

32,452

(18,252)

-

(134,180)

(119,980)

 

 

 

 

 

 

 

Adjustment – debt forgiveness by president of Company – July 1, 2011 (Note 5)


-


-


126,149


-


-


126,149

 

 

 

 

 

 

 

Net loss for the year ended December 31, 2011


-


-


-


-


(24,721)


(24,721)

 

 

 

 

 

 

 

Balance, December 31, 2011

32,452,000 

$  32,452

$   107,987 

$             - 

$   (158,901)

$     (18,552)





All share amounts have been restated to reflect the 15.2:1 forward split on June 14, 2011.










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



9




SUREPURE, INC.

(Formerly SOEFL Inc.)

 (A development stage company)


STATEMENTS OF CASH FLOWS


 



Year ended

December 31, 2011



Year ended

December 31, 2010

Inception (October 15, 2008) to December 31, 2011

 

 

 

 

 

OPERATING ACTIVITIES

 

 

 

 

Net loss for the period

$       (24,721)

$     (41,091)

$     (158,901)

 

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

  Changes in operating assets and liabilities:

 

 

 

 

       Accrued interest – related parties

889

-

1,668

 

       Accrued wages – related parties

2,400

20,725

79,040

 

       Expenses paid by related parties

6,500

40,000

45,441

 

   Accounts payables

14,628

(20,259)

 18,552

 

 

 

 

 

 

NET CASH USED IN OPERATING ACTIVITIES

(304)

(625)

(14,200)

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

Proceeds on sale of common stock

 -

14,200 

 

   Proceeds from shareholder loans – related parties

                     -

-

 

 

 

 

 

 

NET CASH PROVIDED BY FINANCING ACTIVITIES

                     -

-

14,200

 

 

 

 

 

 

NET INCREASE (DECREASE) IN CASH

(304) 

(625)

-

 

 

 

 

 

 

CASH, BEGINNING

304 

929

 

 

 

 

 

 

CASH, ENDING

$             - 

$         304

$            - 

 

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION AND NON-CASH INVESTING AND FINANCING ACTIVITIES


Cash paid during the period for:

 

 

 

     Interest

$                  - 

$                  - 

$                  - 

 

 

 

 

     Income taxes

$                  - 

$                  - 

$                  - 

 

 

 

 

Non-Cash paid during the period for:

 

 

 

     Stock issued for officer wages or services

$                  - 

$                  - 

$                  - 

 

 

 

 

     Stock issued for accounts payable

$                  - 

$                  - 

$                  - 

Non-cash gain during the period for;     

                  

                  

 

       Extinguishment of accrued liabilities

$        126,149              

$                   -        

$         126,149






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



10




NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION


The Company was incorporated in the State of Nevada as a for-profit company on October 15, 2008.  On August 10, 2011 the Company with a majority of the shareholders and directors changed its name from SOEFL Inc., to SUREPURE, Inc.


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.


On July 25, 2011, the Company entered into an Agreement and Plan of Merger dated July 8, 2011, by and among the Company, SurePure Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of the Company, and SurePure Investment Holding AG, a Switzerland corporation.  As of the filing of this report the merger has not been completed. (Refer to Company’s 8-K filing with the Securities and Exchange Commission website).


NOTE 2 – GOING CONCERN


Going concern

To date the Company has generated no revenues from its business operations and has incurred operating losses since inception of $158,901.  As at December 31, 2011, the Company has a working capital deficit of $18,552.  The Company requires additional funding to meet its ongoing obligations and to fund anticipated operating losses.  The ability of the Company to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations.  Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern.  The Company intends to continue to fund its business by way of private placements and advances from related parties as may be required. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.



NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Basic Income (Loss) Per Share

The Company computes loss per share in accordance with “ASC-260,” “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.


Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.


Revenue Recognition

The Company has no revenues to date from its operations. Once revenues are generated, management will establish a revenue recognition policy



11




NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)


Advertising Accounting Policy

The Company accounts for its advertising cost in accordance with ASC Topic 720. The Company expenses advertising costs as incurred. For the year ended December 31, 2011 and December 31, 2010 the Company incurred advertising expenses in the amount of $0 and $0 respectively.


Fair value of financial instruments

The estimated fair values of financial instruments were determined by management using available market information and appropriate valuation methodologies. The carrying amounts of financial instruments including cash approximate their fair value because of their short maturities.

Recent pronouncements

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


NOTE 4 – DUE TO RELATED PARTY


Common Stock

On October 16, 2008, corporate officer Ratree Yabamrung acquired 22,800,000 shares of the Company’s common stock at a price of $0.001 (pre-split) per share, or $1,500 which represents 70.26% of the 32,452,000 issued and outstanding shares.


Accrued Expenses

For the year ended December 31, 2011, the Company accrued $2,400 wages payable to Ratree Yabamrung, its president, treasurer and directors, which represents having worked 120 hours during the period at a rate of $20 per hour. Total accrued wages as of December 31, 2011 totalling $79,040.


Notes Payable and Accrued Interest

As of July 1, 2011, the Company had a note payable to an officer of the Company totalling $45,441.  The note represents cash advances for the payment of general corporate expenses of $45,441. The note is unsecured, due upon demand and accrues interest at the rate of 4% 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.  The Company has accrued interest payable on the note totalling $1,668 as at July 1, 2011.


On July 1, 2011, Ratree Yabamrung forgave all debts owing to him by the Company for accrued wages, of $79,040, accrued interest of $1,688 and Notes payable of $45,441 (total of $126,149). All these sums are reflected as a credit to additional-paid-in-capital.


NOTE 5 – STOCKHOLDERS’ DEFICIT


The Company’s capitalization is 200,000,000 common shares with a par value of $0.001 per share.  The Company authorized preferred shares is 1,000,000 preferred shares with a par value of $0.01, no preferred shares have been issued. As of December 31, 2011 there were 32,452,000 common shares issued and outstanding.


On June 14, 2011, a majority of shareholders and the directors approved a special resolution to undertake a forward split of the common stock of the Company on a 15.2 new shares for 1 old share, which was effected on June 14, 2011, increasing the outstanding shares from 2,135,000 to 32,452,000.


As of July 1, 2011, Ratree Yabamrung forgave all debts owing to him by the Company for accrued wages, of $79,040, accrued interest of $1,688 and Notes payable of $45,441 (total of $126,149). All these sums are reflected as a credit to additional-paid-in-capital.


All references in these financial statements to number of common shares, price per share and weighted average number of common shares outstanding prior to the 15.2:1 forward split have been adjusted to reflect the stock split on a retroactive basis, unless otherwise noted.


As of December 31, 2011, the Company has not granted any stock options and has not recorded any stock-based compensation.




12




NOTE 6 – INCOME TAX


A reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows:


 

 

December 31,

2011

 

December 31,

2010

 

 

 

 

 

Net loss before income taxes per financial statements

$

$  (24,721)

 

   $ (41,091)

Income tax rate

 

30%

 

30%

Income tax recovery

 

(7,416)

 

(12,327)

Non-deductible

 

--

 

-

Valuation allowance change

 

          7,416

 

     12,327

 

 

 

 

 

Provision for income taxes

 

$                           –

 

$             –



The significant components of deferred income tax assets at December 31, 2011 and 2010 are as follows:


 

 

December 31,

2011

 

December 31,

2010

Net operating loss carryforward

 

$    158,901      

 

$      134,180

Income tax rate

 

30%

 

30%

 

 

 

 

 

Future income tax asset

 

  47,670

 

      40,254

Valuation allowance

 

    (47,670)

 

                                    (40,254)

 

 

 

 

 

Net deferred income tax asset

 

$           –

 

$             –


The amount taken into income as deferred income tax assets must reflect that portion of the income tax loss carry forwards that is more likely-than-not to be realized from future operations.  The Company has chosen to provide a full valuation allowance against all available income tax loss carry forwards. The Company has recognized a valuation allowance for the deferred income tax asset since the Company cannot be assured that it is more likely than not that such benefit will be utilized in future years. The valuation allowance is reviewed annually. When circumstances change and which cause a change in management's judgment about the realizability of deferred income tax assets, the impact of the change on the valuation allowance is generally reflected in current income.


Management has considered the likelihood and significance of possible penalties associated with its current and intended filing positions and has determined, based on their assessment, that such penalties, if any, would not be expected to be material.


No provision for income taxes has been provided in these financial statements due to the net loss for the years ended December 31, 2011 and 2010.


NOTE 7 – SUBSEQUENT EVENTS


The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and has determined no further events to disclose.




13





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


None

Item 9A. Controls and Procedures.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the Company's principal executive and principal financial officers and effected by the Company's board of directors, management and other personnel to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

- Pertains to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and disposition of assets;

- Provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with accounting principles generally accepted in the United States of America and receipts and expenditures are being made in accordance with authorizations of management and directors; and

- Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of company assets that could have a material effect on our financial statements.

Under the supervision and with the participation of our management, including our President and principal financial officer, an evaluation was performed on the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our President and principle executive officer, who also acts as our principal financial officer, concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report for the purpose of gathering, analyzing and disclosing of information that the Company is required to disclose in the reports it files under the Securities Exchange Act of 1934, within the time periods specified in the SEC’s rules and forms.

Limitations on Effectiveness of Controls

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Management’s Annual Report on Internal Control Over Financial Reporting

As of December 31, 2011 management assessed the effectiveness of the Company's internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal control over financial reporting were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

The matters involving internal controls and procedures that the Company's management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to the lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of December 31, 2011.



14




Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and lack of a majority of outside directors on our board of directors, results in ineffective oversight in the establishment and monitoring of required internal controls and procedures which could result in a material misstatement in our financial statements in future periods.

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated or plan to initiate the following series of measures.

We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. And we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.

Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.

We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

There have been no significant changes in our internal controls over financial reporting that occurred during the period covered by this report which has materially affected or are reasonably likely to materially affect, our internal controls over financial reporting.

This annual report does not include an attestation report of the Company's independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide management report in the Annual Report.

Item 9B. Other Information.


None


PART III


Item 10. Directors, Executive Officers and Corporate Governance.


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


 

 

 

 


Name and Residence

Position Held
with the Company


Age

Date First
Elected  or Appointed

Ratree Yabamrung (1)
Pattaya, Thailand

President, Treasurer, Director

33

October 15, 2008

Kotchaporn Bousing
Pattaya, Thailand

Secretary, Director

36

November 18, 2009

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


Business Experience


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




15




Ratree Yabamrung


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


Kotchaporn Bousing


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


Family Relationships


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


Conflicts of Interest


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


Involvement in Certain Legal Proceedings


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



1.

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


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 SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.


Corporate Governance


Board of Directors


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


Ethical Business Conduct


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




16




Code of Ethics


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


Director Nominations


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


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


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


Compensation


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


Assessments


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


Committees of the Board of Directors


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

 Item 11. Executive Compensation.


The following table sets forth the compensation paid during the fiscal years ended on December 31, 2011, 2010, 2009 and 2008. The compensation addresses all compensation awarded to, earned by, or paid to the named executive officer up to December 31, 2010. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any.


 

 

 

 

 

 

 

 

 

 

SUMMARY COMPENSATION TABLE

Name
and Principal Position

Year

Salary
($)

Bonus
($)

Stock Awards
($)

Option Awards
($)

Non-Equity Incentive Plan Compensation
($)

Nonqualified Deferred Compensation Earnings
($)

All
Other Compensation
($)

Total
($)

 

 

 

 

 

 

 

 

 

 

Ratree Yabamrung
President,
Treasurer and
Director

2011

2010
2009
2008

2,400

20,040
43,140
13,460

Nil

Nil
Nil
Nil

Nil

Nil
Nil
Nil

Nil

Nil
Nil
Nil

Nil

Nil
Nil
Nil

Nil

Nil
Nil
Nil

Nil

Nil
Nil
Nil

2,400

20,040
43,140
13,460

Kotchaporn Bousing (1)
Secretary and
Director

2011

2010
2009

Nil

Nil
Nil

Nil

Nil
Nil

Nil

Nil
Nil

Nil

Nil
Nil

Nil

Nil
Nil

Nil

Nil
Nil

Nil

Nil
Nil

Nil

Nil
Nil

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

We did not pay any other salaries in 2011. There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and directors.

 

 

 


 

17





 


 

Long-term Incentive Plan Awards


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


Employment Agreements


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


As of July 1, 2011, the Company had a note payable to an officer of the Company totalling $45,441.  The note represents cash advances for the payment of general corporate expenses of $45,441. The note is unsecured, due upon demand and accrues interest at the rate of 4% 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.  The Company has accrued interest payable on the note totalling $1,668 as at July 1, 2011.


On July 1, 2011, Ratree Yabamrung forgave all debts owing to her by the Company for accrued wages, of $79,040, accrued interest of $1,688 and Notes payable of $45,441 (total of $126,149).


Director Compensation


Our directors are not compensated by us for acting as such and we did not compensate our directors for acting as such during the fiscal year ended December 31, 2011 and 2010.

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


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


 

 

 

 


Title of Class

Name and Address
of Beneficial Owner

Amount and Nature of
Beneficial Ownership (1)


Percentage of Class (2)

Common Stock

Ratree Yabamrung
Suite 21, 205.5 Moo 10, Pattaya 2nd Road, Nongprue, Banglamung, Chonburi 20150
Thailand

1,500,000

70.26%

Common Stock

Kotchaporn Bousing
410 Soi Charunrat, Klongton Sai, Klongsan, Bangkok 10600
Thailand

25,000

1.17%

Common Stock

Directors and Officers
(2 – as a group)

1,525,000

71.43%

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

 

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

 

 

 


 

18




Code of Ethics


 


Changes in Control


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


Equity Compensation Plan Information


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


Item 13. Certain Relationships and Related Transactions, and Director Independence.


Transactions with Related Persons


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


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


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


As of July 1, 2011, the Company had a note payable to an officer of the Company totalling $45,441.  The note represents cash advances for the payment of general corporate expenses of $45,441. The note is unsecured, due upon demand and accrues interest at the rate of 4% 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.  The Company has accrued interest payable on the note totalling $1,668 as at July 1, 2011.


On July 1, 2011, Ratree Yabamrung forgave all debts owing to him by the Company for accrued wages, of $79,040, accrued interest of $1,688 and Notes payable of $45,441 (total of $126,149).


Director Independence


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

Item 14. Principal Accounting Fees and Services.

Audit Fees


The aggregate fees billed or expected to be billed for the most recently completed fiscal years ended December 31, 2011, 2010 and 2009 for professional services rendered by Seale and Beers CPA's, LLC, Certified Public Accountants, for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q or services that are normally provided by Seale and Beers CPA's, LLC, Certified Public Accountants, in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:




19












 

 

 

 

 

 

2011

2010

2009

Audit Fees

$10,625

$10,000

$3,000

Audit Related Fees

Nil

Nil

Not applicable

Tax Fees

Nil

Nil

Not applicable

All Other Fees

Nil

Nil

Not applicable

Total Fees

$10,625

$10,000

$3,000



Pre-Approval Policies and Procedures


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


§

approved by our audit committee; or


§

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


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


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


PART IV

Item 15. Exhibits, Financial Statement Schedules.

23.1*

Consent of Independent Registered Public Accounting Firm

(31)

Section 302 Certification

31.1*

Section 302 Certification of Ratree Yabamrung

31.2*

Section 302 Certification of Kotchaporn Bousing

(32)

Section 906 Certification

32.1*

Section 906 Certification of Ratree Yabamrung

32.2*

Section 906 Certification of Kotchaporn Bousing

*   Filed herewith




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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized.


SOEFL INC.



 

By: /s/ RATREE YABAMRUNG

Ratree Yabamrung

President, Treasurer and Director

(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)




 

By: /s/ KOTCHAPORN BOUSING

Kotchaporn Bousing

Secretary and Director


Date: March 30, 2012




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