1452176--4/15/2010--SOEFL

related topics

{stock, price, share}

{interest, director, officer}

{system, service, information}

{property, intellectual, protect}

{product, market, service}

{investment, property, distribution}

{cost, operation, labor}

{condition, economic, financial}

{operation, natural, condition}

{competitive, industry, competition}

{personnel, key, retain}

{control, financial, internal}

{acquisition, growth, future}

{customer, product, revenue}

Risks Related to Our Business If we do not obtain additional financing, our business will fail. Since we anticipate operating expenses will increase prior to earning revenue, if any, we may never achieve profitability. Since we lack an operating history, we face a high risk of business failure, which may result in the loss of your investment. Our officers and directors are a non-resident of the United States. All of our assets and our officers and directors are outside the United States, with the result that it may be difficult for investors to enforce within the United States any judgments obtained against us or our officers and directors. As our president has other outside business activities, she may not be in a position to devote a majority of her time to our company, which may result in periodic interruptions or business failure. Key management personnel may leave our company, which could adversely affect our ability to continue operations. Since our president has no direct experience in the social networking services or loyalty marketing services industries, we may never be successful in implementing our business strategy, which will result in the loss of your investment. Compensation may be paid to our officers, directors and employees regardless of our profitability. Such payments may negatively affect our cash flow and our ability to finance our business plan, which would cause our business to fail. Our business depends on the development and maintenance of the Internet infrastructure. We may be unable to protect or enforce our own intellectual property rights adequately. We may be subject to intellectual property rights claims in the future, which may be costly to defend, could require the payment of damages and could limit our ability to use certain technologies in the future. If we cannot create a significant market for our social networking and loyalty marketing services in what is an extremely competitive industry, our business will fail and our shareholders may lose their entire investment. There is a risk that we may be unable to continue our services or continue operations if we experience uninsured losses or an act of God. Our entire business strategy is dependent on the sale of our loyalty marketing services. If we are unable to achieve our sales estimates we may fail and shareholders may lose their investment. Customer complaints or negative publicity about our customer service could diminish use of our services. We are dependant on third-party providers for certain services and may not be able to continue operations if there is a disruption in the supply of such services. Our competitors may infringe on our customer base and have an adverse effect upon our business and the results of operations. We may suffer from rapidly changing products, services and technologies, which could make our products and services obsolete. Risks Related to the Ownership of Our Stock There is no active trading market for our common stock and if a market for our common stock does not develop, our investors will be unable to sell their shares. Because our president, Ratree Yabamrung, owns 70.26% of our outstanding common stock, investors may find that corporate decisions controlled by Ms. Yabamrung are inconsistent with the interests of other stockholders. We will likely conduct further offerings of our equity securities in the future, in which case your proportionate interest may become diluted. Because Our Common Stock Is Deemed A Low-Priced Penny Stock, An Investment In Our Common Stock Should Be Considered High Risk And Subject To Marketability Restrictions. The Financial Industry Regulatory Authority sales practice requirements may also limit a stockholder s ability to buy and sell our stock. If we are dissolved, it is unlikely that there will be sufficient assets remaining to distribute to the shareholders. Since we are a development-stage company, we do not anticipate paying dividends in the foreseeable future.

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1452176--4/15/2010--SOEFL_INC.