|UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|-----------------------------------------------------------------------
|                                                                       
|Form 10-K
 /A                                                          
|(Mark One)                                                             
|X                                                                      
|                                                                       
|For the fiscal year ended December 31, 2010                            
|                                                                       
|Or                                                                     
|                                                                       
|                                                                       
|                                                                       
|For the transition period from ________________ to _________________   
|                                                                       
|Commission file number: 333-137624                                     
|                                                                       
|SOLEIL CAPITAL L.P.                                                    
|(Exact name of Registrant as specified in its charter)                 
|                                                                       
|Delaware                                                               
|(State or other jurisdiction 
of incorporation or organization)        
|                                                                       
|725 W. 50th Street
   Miami Beach, FL                                  
|(Address of principal executive offices)                               

Registrant's telephone number, including area code: 305-537-6607

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

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

|Common units representing limited partner interests
|---------------------------------------------------
|(Title of Class)                                   

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes "     No   x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes  "    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  x    No  "

Indicate by check mark 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 (Sec.229.405 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 (section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of the 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.  x

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 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 Act).

Yes  x    No  "

The aggregate market value of the common units of the Registrant held by non-affiliates as of March 24, 2011 was approximately $401,690. For purposes of this disclosure, shares of common stock held by persons who hold more than 5% of the outstanding shares of common stock and shares held by executive officers and directors of the registrant have been excluded because such persons may be deemed to be affiliates. This determination of executive officer or affiliate status is not necessarily a conclusive determination for other purposes.

The number of the Registrant's voting and non-voting common units representing limited partner interests outstanding as of March 22, 2011 was 2,625,425.

---



EXPLANATORY NOTE

Soleil Capital L.P. (the "Company") is filing this amendment to its 2010 Form10-K, as filed with the Securities and Exchange Commission on March 31, 2011 to add an explanatory paragraph regarding the company’s ability to continue as a going concern to the report of the Company's  independent registered accounting firm, Paritz & Company P.A. and a corresponding note  to its financial statements.  The aforementioned was unintentionally omitted during the preparation and review process of the Company's annual report on its Form 10-K.



---



|Index to Consolidated Financial Statements                                                                               | 
|------------------------------------------------------------------------------------------------------------------------ | 
|                                                                                                                         | 
|Soleil Capital L.P. Balance Sheets as of December 31, 2010 and December 31, 2009                                         | 
|Soleil Capital L.P. Statements of Operations for the two years ended December 31, 2010 & 2009                            | 
|Soleil Capital L.P. Statements of Changes in Partners' Capital from inception (July 19, 2004) through December 31, 2010. | 
|Soleil Capital L.P. Statements of Cash Flows for the two years ended December 31, 2010 & 2009.                           | 
|                                                                                                                         | 
|Balance Sheet Of General Partner Soleil Capital Management LLC.                                                          | 
|Soleil Capital Management LLC, General Partner Balance Sheet pursuant to Rule 8-08 regulation S-X                        | 
|                                                                                                                         | 
|Notes to Consolidated Financial Statements                                                                               | 
|                                                                                                                         | 
|Reports of Paritz & Co., Independent Registered Public Accounting Firm                                                   | 
|                                                                                                                         | 



|(2) | Financial Statement Schedules
|--- | -----------------------------

All financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto.

|(b) | Exhibits required by Item 601 of Regulation S-K
|--- | -----------------------------------------------

The information required by this Item is set forth on the exhibit index that follows the signature page of this report.











REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM

Board of Directors
  Soleil Capital L.P.
  (f/k/a Jobsinsite.com)
  Hollywood, Florida

Gentlemen:

We have audited the accompanying Statement of Financial Condition of Soleil Capital L.P. (f/k/a Jobsinsite.com, Inc.) (the "Company") as of December 31, 2010 and 2009 and the related consolidated statements of operations, changes in partners deficit and cash flows for the years then ended and from inception(July 19, 2004) to December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing 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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  The Company has suffered recurring net losses since its inception.  This factor, among others, raises substantial doubt about the Company’s ability to continue as a going concern.  The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Soleil Capital L.P.(f/k/a Jobsinsite.com, Inc.), as of December 31, 2010 and 2009 and the results of its operations and its cash flows for the years then ended and from inception(July 19, 2004) to December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.



|                                             | 
|-------------------------------------------- | 
|Hackensack, New Jersey
    November 21, 2011 | 



SOLEIL CAPITAL L.P. Soleil Capital L.P.
 (formerly known as Jobsinsite, Inc.)
 (A Development Stage Company) STATEMENT
 OF FINANCIAL CONDITION
 (audited) **December** **31,
2010**

December 31,
2009AssetsCash and Cash Equivalents

$
0

$
0Accounts Receivable


0


0Total Assets

$
0

$
0Liabilities and Partners DeficiencyLoans Payable

$
10,600

$
10,000Due to Affiliates


0


0Accrued Compensation and Benefits


0


0Accounts Payable, Accrued Expenses and Other Liabilities


7,871


0Total Liabilities


18,471


10,000Partners Capital (Deficiency)Partners Capital (common units: 2,625,425 issued and outstanding as of December 31, 2010; 2,625,425 issued and
outstanding as of December 31, 2009)


88,968


88,968Deficit Accumulated During the Development Stage


(107,439)


(98,968)Total Partners Capital (Deficiency)


(18,471)


(10,000)Total Liabilities and Partners Deficiency

$
0

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





##### 

Soleil Capital L.P.
 (formerly known as Jobsinsite, Inc.)
 (A Development Stage Company) STATEMENTS
 OF OPERATIONS
(audited) Year Ended


From Inception
 (July 19, 2004) to2010


2009


December 31, 2010RevenuesManagement and Advisory Fees

$
-


$
-


$Performance Fees and Allocations


-



-Investment Income (Loss)


-



-Interest Income and Other


-



-



6,303Total Revenues


-



-



6,303ExpensesResearch and Development










3,017Compensation and Benefits


-



-Interest


-



-General, Administrative and Other


8,471



3,788



110,725Fund Expenses


-



-Total Expenses


8,471



3,788



113,742Other Income (Loss)Net Gains (Losses) from Fund Investment Activities


-



-Income (Loss) Before Provision (Benefit) for Taxes


-



-Provision (Benefit) for Taxes


-



-Net Income (Loss)


(8,471
)


(3,788
)


(107,439
)Net Income (Loss) Attributable to Soleil Capital L.P.

$
(8,471
)

$
(3,788
)

$
(107,439
)Net Loss Attributable to Soleil Capital L.P.Per Common Unit  Basic and Diluted


(0.00
)


(0.00
)


(0.04
)Weighted-Average Common Units Outstanding  Basic and Diluted


2,625,425



2,625,425



2,625,425Revenues Earned from AffiliatesManagement and Advisory Fees

$
0


$
0


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





##### 

Soleil Capital L.P.
 (formerly known as Jobsinsite, Inc.)
 (A Development Stage Company) STATEMENT
 OF CASH FLOWS
(audited) For the Year Ended
December 31,



From Inceptinon
(July 19, 2004) to**2010**



**2009**



December 31, 2010Operating ActivitiesNet Income (Loss)


(8,471
)


(3,788
)


(107,439
)Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by (Used in) Operating Activities:Net Realized (Gains) Losses on InvestmentsChanges in Unrealized (Gains) Losses on Investments Allocable toSoleil CapitalEquity-Based Compensation Expense










41,643Depreciation and Amortization of Intangibles










2,500Cash Flows Due to Changes in Operating Assets and Liabilities:Accounts ReceivableAccounts Payable, Accrued Expenses and Other Liabilities


7,871



(7,040
)


7,871Net Cash Used / Provided by Operating Activities


(600
)


(10,828
)


(55,425
)Investing ActivitiesPurchase of Furniture, Equipment and Leasehold Improvements










(2,500
)Net Cash Used in Investing Activities










(2,500
)Financing ActivitiesDistributions to Non-Controlling Interest HoldersContributions from Non-Controlling Interest Holders










47,325Proceeds from Loans Payable


600



10,000



10,600Repayment of Loans PayableDistributions to UnitholdersNet Cash Provided by (Used in) Financing Activities


600



10,000



57,925Net Increase (Decrease) in Cash and Cash Equivalents


-



(828
)Cash and Cash Equivalents, Beginning of Period


-



828Cash and Cash Equivalents, End of Period


-



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





##### 

Soleil Capital L.P.
 (formerly known as Jobsinsite, Inc.)
 (A Development Stage Company) Statements
 of Changes in Partners' Capital Common
Units


Partners
Capital



ComprehensiveIncome(Loss)


Total
Partners
Capital (Deficiency)Balance at Inception - July  19, 2004




$




$

)


$Net Income (Loss)





-




(4,525
)



(4,525
)Issuance of Common Units

2,040,000Capital Contributions





4,750









4,750Capital Distributions





-









-Equity-Based Compensation





-









-Balance at December 31, 2004

2,040,000


$
4,750



$
(4,525
)


$
225  Common
Units


Partners
Capital



ComprehensiveIncome(Loss)


Total
Partners
Capital (Deficiency)Balance at December 31, 2004

2,040,000


$
4,750



$
(4,525
)


$
225Net Income (Loss)





-




(2,448
)



(2,488
)Capital Contributions





3,360









3,360Capital Distributions





-









-Equity-Based Compensation





-









-Balance at December 31, 2005

2,040,000


$
8,110



$
(6,973
)


$
1,137  Common
Units


Partners
Capital



ComprehensiveIncome(Loss)


Total
Partners
Capital (Deficiency)Balance at December 31, 2005

2,040,000


$
8,110



$
(6,973
)


$
1,137Net Income (Loss)





-




(13,458
)



(13,458
)Issuance of Common Units

179,000Capital Contributions





17,900




Capital Distributions





-









17,900Equity-Based Compensation





-









-Balance at December 31, 2006

2,219,000


$
26,010



$
(20,431
)


$
5,579  Common
Units


Partners
Capital



ComprehensiveIncome(Loss)


Total
Partners
Capital (Deficiency)Balance at December 31, 2006

2,129,000


$
26,010



$
(20,431
)


$
5,579Net Income (Loss)





-




(34,705
)



(34,705
)Capital Contributions





4,728









4,728Capital Distributions





-









-Equity-Based Compensation





-









-Balance at December 31, 2007

2,129,000


$
30,738



$
(55,136
)


$
(24,398
)  Common
Units


Partners
Capital



ComprehensiveIncome(Loss)


Total
Partners
Capital (Deficiency)Balance at December 31, 2007

2,129,000


$
30,738



$
(55,136
)


$
(24,398
)Net Income (Loss)





-




(40,044
)



(40,044
)Issuance of Common Units

406,425Capital Contributions





58,230









58,230Capital Distributions





-




Equity-Based Compensation





-









-Balance at December 31, 2008

2,625,425


$
88,968



$
(95,180
)


$
(6,212  Common
Units


Partners
Capital



ComprehensiveIncome(Loss)


Total
Partners
Capital (Deficiency)Balance at December 31, 2008

2,625,425


$
88,968



$
(95,180
)


$
(6,212
)Net Income (Loss)





-




( 3,788
)



(3,788
)Capital Contributions















-Capital Distributions





-









-Equity-Based Compensation





-









-Balance at December 31, 2009

2,625,425


$
88,968



$
(98,968
)


$
(10,000
)  Common
Units


Partners
Capital



ComprehensiveIncome(Loss)


Total
Partners
Capital (Deficiency)Balance at December 31, 2009

2,625,425


$
88,968



$
(98,968
)


$
(10,000
)Net Income (Loss)





-




(8,471
)



(8,471
)Capital Contributions















-Capital Distributions





-









-Equity-Based Compensation





-









-Balance at December 31, 2010

2,625,425


$
88,968



$
(107,439
)


$
(18,471
)  The accompanying notes are an integral
 part of these financial statements.





##### 

Balance Sheet Of Soleil
 Capital L.P.'s General Partner Soleil Capital Management LLC. Soleil Capital Management
 LLC
 (General Partner of Soleil Capital L.P.)
 As required by Rule 8-08 of Regulation S-X (part c) Statement
 of Financial Condition
(audited) **December** **31,
2010**

December 31,
2009AssetsCash and Cash Equivalents

$


$Accounts ReceivableTotal Assets

$
0

$
0Liabilities and Partners CapitalLoans Payable

$


$Due to AffiliatesAccrued Compensation and BenefitsAccounts Payable, Accrued Expenses and Other LiabilitiesTotal Liabilities


0


0Partners Capital (Deficiency)Partners Capital (common units: 100 issued and outstanding as of December 31, 2010; 2,625,425 issued and
outstanding as of December 31, 2009)


1773


1773Accumulated Other Comprehensive Income (Deficiency)


(1,773)


(1,773)Total Partners Capital (Deficiency)


0


0Total Liabilities and Partners Capital (Deficiency)

$
0

$
0





SOLEIL CAPITAL L.P.(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

December 31, 2010

1.  ORGANIZATION

We were incorporated in New York on July 19, 2004, as Jobsinsite,.com, Inc., Our Articles were amended on August 5, 2004, to change our name to Jobsinsite, Inc. on June 18, 2009 we merged with a Delaware corporation and became Jobsinsite, Inc., a Delaware corporation. And on July 1, 2009 we filed articles of conversion with the secretary of state of Delaware and became Soleil Capital L.P., a Delaware limited partnership. We are managed by Soleil Capital Management LLC, a Delaware limited liability company.

Uses of estimates in the preparation of financial statements.

Conversion

On June 1st at the Company's annual shareholder meeting, the board of directors submitted to the shareholders for their vote, authorization to re-domicile the company to Delaware;  2,357,632, which represents 89.9% of the total number of shares outstanding and authorized to vote, were cast in FAVOR of the merger.  Subsequent to the vote, the company prepared and executed certificates of merger in both New York and Delaware. The merger was effected on June 17, 2009 saw Jobsinsite Corp., a New York Corporation (JOBI NY) merge into Jobsinsite Corp., a Delaware Corporation (JOBI Del,) the surviving entity, pursuant to shareholders' approval at the Annual Shareholders' Meeting held on June 1, 2009.

Subsequent thereto, on July 1, 2009  Jobsinsite, pursuant to Delaware law, and upon the unanimous written consent of the company's (JOBI Del.) shareholders, the company filed articles of conversion with the Secretary of State of Delaware to convert the Corporation (JOBI.Del) into Soleil Capital, L.P. a Delaware limited partnership to be managed by Soleil Capital Management LLC, a Delaware limited liability company.

Pursuant to Delaware law Title 8 Chapter IX sec. 6(f) said conversion shall not result in the dissolution of Jobsinsite and as such Jobsinsite has maintained its listing on the over the counter bulletin board and each share of Jobsinsite stock may at any time, subject to the Securities Act or an exemption thereform, be exchanged by the company for a common limited partner unit in Soleil Capital L.P.

Moreover, in accordance with Delaware Law Title 8, Chapter 1 Subchapter IX section 266(h) When a corporation has been converted to another entity or business form pursuant to this section, the other entity or business form shall, for all purposes of the laws of the State of Delaware, be deemed to be the same entity as the corporation. When any conversion shall have become effective under this section, for all purposes of the laws of the State of Delaware, all of the rights, privileges and powers of the corporation that has converted, and all property, real, personal and mixed, and all debts due to such corporation, as well as all other things and causes of action belonging to such corporation, shall remain vested in the other entity or business form to which such corporation has converted and shall be the property of such other entity or business form, and the title to any real property vested by deed or otherwise in such corporation shall not revert or be in any way impaired by reason of this chapter; but all rights of creditors and all liens upon any property of such corporation shall be preserved unimpaired, and all debts, liabilities and duties of the corporation that has converted shall remain attached to the other entity or business form to which such corporation has converted, and may be enforced against it to the same extent as if said debts, liabilities and duties had originally been incurred or contracted by it in its capacity as such other entity or business form. The rights, privileges, powers and interest in property of the corporation that has converted, as well as the debts, liabilities and duties of such corporation, shall not be deemed, as a consequence of the conversion, to have been transferred to the other entity or business form to which such corporation has converted for any purpose of the laws of the State of Delaware.

Business Description

Since our inception the company has generated nominal revenues through the sale of software items related to the job search industry.

Management believes that an opportunity exists in the market to acquire interests in secondary transactions of venture backed enterprises, distressed assets; including but not limited to real estate and other investment opportunities; and as a result and in an effort to establish operations in the venture capital and private equity industry, has reorganized the business as a public limited partnership.

As a public venture capital company, the Company is primarily engaged in the business of generating positive investment returns and capital appreciation through a strategic and opportunistic approach to investing and the subsequent allocation of capital and managerial assistance to emerging businesses with high growth potential.

To date we have not begun raising investment capital, all of our investments to date were made through the issuance of our common stock, the proceeds from our stock sales to date are expected to cover our organizational costs, the preparation of this registration statement and to provide us working capital to enable us to expand our search for investment opportunities and investment capital.

Our plan is to sponsor and manage a group of funds  to invest  seed, early and development stage venture capital opportunities and to acquire stakes in secondary transactions in top tier venture-backed businesses.

2. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 of the financial statements and the reported amounts of net revenue and expenses during each reporting period. Actual results could differ from those estimates.

Development Stage Activities

The Company has been in the development stage since its inception on July 19, 2004.  All activity through December 31, 2010, including the conversion relates to the Company's formation and development. The Company has selected December 31st as its fiscal year-end.

Cash

The Company does not maintain any cash balances at any financial institutions.

Deferred income taxes

The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on the differences between financial reporting basis and the tax basis of the assets and liabilities and are measured using enacted tax rates and laws that will be ineffect, when the differences are expected to reverse. An allowance against deferred tax assets is recognized, when it is more likely than not, that such tax benefits will not be realized.

Loans Payable

The loan payable represents advances from a member to fund general and administrative expenses.  The loans are non-interest bearing and due on demand.

Revenue Recognition

The company has not generated any revenue in the past two years, and has ceased selling products. Any revenue derived in the future will consist of management and advisory fees, performance fees and allocations, investment income and interest and dividend revenue.

New Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company's accounting and reporting.  The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations and cash flows when implemented.

3.  GOING CONCERN

The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. During the year ended December 30, 2010 and 2009 the Company has incurred losses of $8,471 and $3,788, respectively. The Company has a partners’ deficiency of $107,439 and $98,968 at December 30, 2010 and December 31, 2009, respectively. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

The Company’s future success is dependent upon its ability to achieve profitable operations, generate cash from operating activities and obtain additional financing. There is no assurance that the Company will be able to generate sufficient cash from operations, sell additional shares of units or borrow additional funds from its stockholders.

The Company’s inability to obtain additional cash could have a material adverse effect on its financial position, results of operations, and its ability to continue in existence. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

---



SIGNATURES

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

|                                |  |                                                                                                                          |  |                   
|------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------ |  | ------------------
|Name                            |  | Title                                                                                                                    |  | Date              
|                                |  |                                                                                                                         
|/s/  Adam Laufer
  ADAM
 LAUFER |  | Chief Executive Officer, Chief Financial
Officer and Director(Principal Executive Officer & Principal
Financial Officer) |  | November  21, 2011



|Exhibit Number |                  | Description
|-------------- | ---------------- | -----------
|2.1            | *                |            
|3.1            | *                |            
|3.2            | *                |            
|14.1           | *                |            
|23.1           | *                |            
|24.1           | *                |            
|31.1           | *                |            
|31.2           | *                |            
|32.1           | *                |            
|               |                  |            
|*              | Previously Filed
|**             | Filed herewith  
|               |                  |