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EX-31 - CERT 302 - SurePure, Inc.exhibit31.htm



U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

 

 

 

FORM 10-Q

 

 

 

 

 

 

 

 

(Mark One)

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

For the quarterly period ended March  31, 2012

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

For the transition period from

 

to

 

 

 

 

 

 

 

 

 

Commission file number   333-158153

 

 

 

 

 

 

 

 

SurePure, Inc.

(Formerly SOEFL 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, NV      89703-4934

 

 

(Address of principal executive offices)         (Zip Code)

 

 

 

 

 

 

 

 

Registrant’s telephone number, including area code   (877) 685-1955

 

 

 

 

 

Registrant’s facsimile number, including area code   (866) 334-2567

 

 

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

 

 

APPLICABLE ONLY TO CORPORATE REGISTRANTS

 

 

 

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 is a smaller reporting company)

Smaller reporting company   [X]

 

 

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


As of May 10, 2012 the registrant had 32,452,000 shares of common stock, $0.001 par value, issued and outstanding.




















SUREPURE, INC.

(Formerly SOEFL INC.)

 (A development stage company)


FINANCIAL STATEMENTS


March 31, 2012

(Unaudited)






















 

Unaudited Interim Condensed Balance Sheets

 

Unaudited Interim Condensed Statement of Operations

 

Unaudited Interim Condensed Statement of Stockholders’ Equity (Deficit)

 

Unaudited Interim Condensed Statement of Cash Flows


Notes to Unaudited Interim Condensed Financial Statements




SUREPURE, INC.

(Formerly SOEFL INC.)

 (A development stage company)


UNAUDITED INTERIM CONDENSED BALANCE SHEETS



 

March 31,

2012

December 31,

2011

 

 

 

ASSETS

 

 

 

CURRENT ASSETS

 

 

     Cash

$                         -

$                   -

     Prepaid

-

-

 

 

 

TOTAL CURRENT ASSETS

$                        - 

$                   -

 

 

 

(i) LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

CURRENT LIABILITIES

 

 

Accounts payable

$      24,052

$        18,552

 

 

 

 TOTAL CURRENT LIABILITIES

24,052

18,552



 

 

 

 

 

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, 2011, 65,000,000)

 

 

Issued and outstanding

 

 

32,452,000 shares of common stock (December 31, 2011 –32,452,000)

32,452 

32,452 

     Additional paid-in capital

107,897

107,897

Deficit accumulated during the development stage

(164,401)

(158,901)

 

 

 

TOTAL  STOCKHOLDERS’ EQUITY (DEFICIT)

(24,052)

(18,552)

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

$                  - 

$                   -

 

 

 

 

 

 










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




SUREPURE, INC.

(Formerly SOEFL Inc.)

 (A development stage company)


UNAUDITED INTERIM CONDENSED STATEMENTS OF OPERATIONS


 



Three months ended

From inception

(October 15, 2008)  to

 

March 31,

March  31,

March  31,

 

2012

2011

2012

 

 

 

 

 

 

 

 

REVENUE

$         -

$           -

$            -

 

 

 

 

EXPENSES

 

 

 

Professional fees

      5,500

        5,304

77,454

     Officers wages      

        -

        1,200

79,040

     Incorporation & filing costs

        -

-

 3,739

     General and administration

        -

             85

            2,500

           Total Expenses

     5,500

       6,589

162,733

 

OPERATING LOSS


   (5,500)


      (6,589)


(162,733)

 

 

 

 

OTHER EXPENSE

 

 

 

       Interest expense

          -

         436

1,668

             Total Other Expense

$       -

$     (436)

$  (1,668)


LOSS BEFORE INCOME TAX EXPENSE

     (5,500)


      (7,025)


(164,401)

       Income tax expense

            -

          -

     -

 

 

 

 

NET INCOME (LOSS)

     (5,500)

     (7,025)

(164,401)

  

      

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.








SUREPURE, INC.

(Formerly SOEFL Inc.)

 (A development stage company)


UNAUDITED INTERIM CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE PERIOD FROM OCTOBER 15, 2008 (INCEPTION) TO MARCH 31, 2012




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)

 

 

 

 

 

 

 

Net loss for the period ended March 31, 2012

-

-

-

 

(5,500)

(5,500)

 

 

 

 

 

 

 

Balance, March  31, 2012

32,452,000 

$  32,452

$   107,987 

$             - 

$   (164,401)

$     (24,052)





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.







SUREPURE, INC.

(Formerly SOEFL Inc.)

 (A development stage company)


UNAUDITED INTERIM CONDENSED STATEMENTS OF CASH FLOWS


 


Three months ended

March 31,

 2012


Three months ended

March 31,

2011

Inception (October 15, 2008) to

March 31,

2012

 

 

 

 

 

OPERATING ACTIVITIES

 

 

 

 

Net loss for the period

$       (5,500)

$     (7,025)

$     (164,401)

 

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

 

 

 

 

  Changes in operating assets and liabilities:

 

 

 

 

       Accrued interest – related parties

-

-

1,668

 

       Accrued wages – related parties

-

1,660

79,040

 

       Expenses paid by related parties

-

3,500

45,441

 

   Accounts payables

5,500

1,561

24,052

 

 

 

 

 

 

NET CASH USED IN OPERATING ACTIVITIES

-

(304)

(14,200)

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

Proceeds on sale of common stock

 -

14,200 

 

   Proceeds from shareholder loans – related parties

                     -

-

 

 

 

 

 

 

(ii)

NET CASH PROVIDED BY FINANCING ACTIVITIES

                     -

-

14,200

 

 

 

 

 

 

NET INCREASE (DECREASE) IN CASH

(304)

-

 

 

 

 

 

 

CASH, BEGINNING

-

304

 

 

 

 

 

 

CASH, ENDING

$             - 

$            -

$            - 

 

 

 

 

 

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


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







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 $164,401.  As at March 31, 2012, the Company has a working capital deficit of $24,052.  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.


Unaudited Financial Statements

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for financial information and with the instructions to Form 10-Q.  They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements.  However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2011 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission.  The unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended March 31, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012.


In Managements opinion all adjustments necessary for a fair statement of the results for the interim periods have been made, and a statement that all adjustments are of a normal recurring nature or a description of the nature and amount of any adjustments other than normal recurring adjustments.




7






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.


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.


Revenue Recognition


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


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 period ended March 31, 2012 and March 31, 2011 the Company incurred advertising expenses in the amount of $0 and $0 respectively.


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




8






NOTE 4 – DUE TO RELATED PARTY (continued)


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 March 31, 2012 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 March 31, 2012, the Company has not granted any stock options and has not recorded any stock-based compensation.



NOTE 6 – 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.




9





Item 2

Management’s Discussion and Analysis of Financial Condition and Results of Operations


This quarterly 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”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. 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 "Risk Factors" and elsewhere in this 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 quarterly report. Our financial statements are stated in United States dollars and are prepared in accordance with United States Generally Accepted Accounting Principles. All references to “common shares” refer to our shares of common stock. As used in this quarterly report, the terms “we”, “us”,  “our” and “SOEFL Inc.” means SurePure, Inc., unless otherwise indicated.


Company Overview


SOEFL 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 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 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 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.


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 180 days of this quarterly report


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 240 days of this quarterly report


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 this quarterly report


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 $12,000.


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 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.


Ratree Yabamrung, our president, 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 once we gain a quotation on the Over-The-Counter Bulletin Board, for which there is no assurance. If we need



10





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 acting as primary developer for our SOEFL.com and SOEFLpoints.com Web sites. Once we begin development of our SOEFL.com and SOEFLpoints.com Web sites, we intend to hire an independent consultant(s) to complete the development and to market the Web site(s). We do not at this time have an estimate for this stage.


Over the next twelve months we have estimated that we will need to spend approximately $48,000 on completing these stages, in addition to the work contributed to the development by our management.


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 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.


Financial Condition, Liquidity and Capital Resources


At March 31, 2012, we had nil cash on hand and in the bank compared to nil in cash at March 31, 2011. At March 31, 2012, we had negative working capital of $24,052 compared to negative working capital of $18,552 at December 31, 2011. This decrease in negative working capital is primarily the result of a reduction in notes payable fees and accrued wages (see Financial Statements, Note 4).


At March 31, 2012, we had total assets of nil. Our total assets at December 31, 2011 were nil.


At March 31, 2012, our total liabilities were $24,052, consisting of accounts payable. Our total liabilities at December 31, 2011 were $18,552 consisting of accounts payable.


For the period ended March 31, 2012, net cash used by operating activities was nil, net cash used by investment activities was nil, and net cash provided by financing activities was nil.


We must raise capital to continue the staged design and development of our SOEFL.com and SOEFLpoints.com Web sites and initiate marketing activities.


Management has estimated the cost over the next twelve months to be (a) $48,000 to continue development of our SOEFL.com and SOEFLpoints.com Web sites, and (b) $24,000 to maintain our reporting status. Therefore our current cash on hand will not satisfy our cash requirements for the next twelve months and as such our president, Ms. Yabamrung, will need to make additional financial commitments to our company, which is not guaranteed. Ratree Yabamrung, our president, treasurer and a director, is willing to make additional financial commitments, but the total amount that she is willing to invest has not yet been determined.


However, Ms. Yabamrung has undertaken, if she is so able to, to provide us with operating and loan capital to sustain our business over the next twelve month period, as the expenses are incurred, in the form of a non-secured loan.


We plan to satisfy our future cash requirements - primarily the working capital required for the development of our SOEFL.com and SOEFLpoints.com Web sites and to offset legal and accounting fees - by additional financing. This will likely be in the form of future debt or equity financing.


Management believes that if we obtain sufficient funds to operate our business through future debt or equity financing, we may generate sales revenue within the following twelve months thereof. However, additional debt or equity financing may not be available to us on acceptable terms or at all, and thus we could fail to satisfy our future cash requirements.


If we are unsuccessful in raising the additional proceeds through future equity financing we will then have to seek additional funds through debt financing, which would be highly difficult for a new development stage company to secure. Therefore, we are highly dependent upon the future equity financing and failure to obtain equity financing would result in our having to seek capital from other resources such as debt financing, which may not even be available to us. However, if such financing were available, because we are a development stage company with no operations to date, we would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At



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such time these funds are required, management would evaluate the terms of such debt financing and determine whether the business could sustain operations and growth and manage the debt load. If we cannot raise additional proceeds via future debt or equity financing we would be required to cease business operations. As a result, investors in our common stock would lose all of their investment. Also management believes if we cannot raise sufficient revenues or maintain our reporting status with the Securities and Exchange Commission we will have to cease all efforts directed towards the company. As such, any investment previously made would be lost in its entirety.


The staged development of our SOEFL.com and SOEFLpoints.com Web sites will continue over the next twelve months. Other than hiring independent consultants to assist in the development of our Web sites, we do not anticipate obtaining any further products or services. We do not expect the purchase or sale of plant or any significant equipment and we do not anticipate any change in the number of our employees.  We have no current material commitments.


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.


Our auditors have issued a "going concern" opinion, which is included in our last Form 10-K filing. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no substantial revenues are anticipated. Accordingly, we must raise cash from sources other than from the sale of advertising. Our only other source for cash at this time is investments by our president. We must raise cash to implement our business strategy and stay in business. Our success or failure will be determined by our ability to develop and market our SOEFL.com and SOEFLpoints.com Web sites.


Results of Operations


 

  

 

Three Months Ended
March 31, 2012

 

 

From Inception on
October 15, 2008 Through
March 31, 2012

 

Revenue

$

Nil  

 

$

Nil  

 

Operating Expenses

 

5,500  

 

 

164,401 

 

Net Income (Loss)

 

(5,500)

 

 

(164,401)


Our operating expenses consist of professional and legal fees. Professional and legal fees for the period ended March 31, 2012 were $5,500 compared to $5,304 for the period ended March 31, 2011.


Financing Activities


Financing activities resulted in a net cash inflow of nil for the period ended March 31, 2012 compared to a net cash inflow of nil for the period ended March 31, 2011.


We intend to seek additional funding through public or private financings to fund our operations through fiscal 2012 and beyond. However, if we are unable to raise additional capital when required or on acceptable terms, or achieve cash flow positive operations, we may have to significantly delay product development and scale back operations both of which may affect our ability to continue as a going concern.


Satisfaction of Our Cash Obligations for the Next Twelve Months


As of March 31, 2012, our cash balance was nil. 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.


Additional Disclosure of Outstanding Share Data


As of March 31, 2012, we had 35,452,000 shares of common stock issued and outstanding.


Off Balance Sheet Arrangements


Ms. Yabamrung has undertaken, if she is so able to, to provide us with operating and loan capital to sustain our business over the next twelve month period, as the expenses are incurred, in the form of a non-secured loan. With the exception of the forgoing, we currently have no off-balance sheet arrangements, including any outstanding derivative financial statements, off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts, nor are any contemplated by management. We do not engage in trading activities involving non-exchange traded contracts.


The term "off-balance sheet arrangement" generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the company is a party, under which the company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.


Item 3

Quantitative and Qualitative Disclosures About Market Risk


Not applicable.


Item 4

Controls and Procedures



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Not applicable.


Item 4T

Controls and Procedures


Disclosure Controls and Procedures


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


In connection with this quarterly report, as required by Rule 15d-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our company's management, including our company's principal executive officer and principal financial officer. Based upon that evaluation, our company's principal executive officer and principal financial officer concluded that subject to the inherent limitations noted in this Part II, Item 9A(T) as of December 31, 2011, our disclosure controls and procedures were not effective due to the existence of material weaknesses in our internal controls over financial reporting, as discussed below.


Management's Report on Internal Control over Financial Reporting


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


Our management, including our principal executive officer and principal financial officer, conducted an assessment of the effectiveness of our internal control over financial reporting based on certain criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was not effective as of December 31, 2011 due to the following material weaknesses:


Our company does not have in-house personnel with the technical knowledge to identify and address some of the reporting issues surrounding certain complex or non-routine transactions. Going forward, with material, complex and non-routine transactions, management will gain a thorough understanding of the transaction and seek guidance from third-party experts or consultants. Management corrected any errors prior to the release of our company’s March 31, 2012 financial statements.


Our company’s administration is composed of one administrative individual resulting in a situation where there is no segregation of duties. In order to remedy this situation we would need to hire additional staff to provide greater segregation of duties. Currently, it is not feasible to hire additional staff to obtain segregation of duties. Management will reassess this matter in the following year to determine whether improvement in segregation of duties is feasible.


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


Changes in Internal Control Over Financial Reporting


There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f)) during the quarter ended March 31, 2012 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.





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PART II


Item 1

Legal Proceedings


There is no material pending legal proceedings to which our company is a party or of which any of our property is the subject, and no such proceedings are known by us to be contemplated.


There is no material proceeding to which any director, officer, or affiliate of our company, or any owner of record or beneficial owner of more than 5% of any class of voting securities of our company, or any associate of any such director, officer, affiliate of our company, or security holder is a party adverse to our company or has a material interest adverse to our company.


Item 1A

Risk Factors


N/A


Item 2

Unregistered Sales of Equity Securities and Use of Proceeds


None.


Item 3

Defaults Upon Senior Securities


None.


Item 4

Submission of Matters to a Vote of Security Holders


None.


Item 5

Other Information


None.


Item 6

Exhibits


Exhibits Required by Item 601 of Regulation S-K

(31)

Section 302 Certification

31.1*

Section 302 Certification of Ratree Yabamrung

(32)

Section 906 Certification

32.1*

Section 906 Certification of Ratree Yabamrung

*   Filed herewith




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SIGNATURES


In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



SurePure, INC.



By: /s/ RATREE YABAMRUNG

Ratree Yabamrung

President, Treasurer and Director

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


Dated: May 10, 2012



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