| **UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549** |
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| **Form 10-K/A** Amendment No. 1                                           |
| (Mark One)                                                                |   |  |
| **X**                                                                     | **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
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| For the fiscal year ended December 31, 2012                               |
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| **Or**                                                                    |
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|                                                                      | **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
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| For the transition period from ________________ to _________________      |
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| Commission file number: 000-54435                                         |
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| **SOLEIL CAPITAL L.P.**                                                   |
| **(Exact name of Registrant as specified in its charter)**                |
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| **Delaware**                                                              |   | **45-1740641** |
| (State or other jurisdiction of incorporation or organization)            |   | (I.R.S. Employer Identification No.) |
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| 725 W. 50th Street Miami Beach, FL                                        |   | 33140 |
| (Address of principal executive offices)                                  |   | (Zip Code) |

 

**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)**                                |

 

**EXPLANATORY NOTE**

Soleil Capital L.P. (the "Company") is filing this Amendment No. 1 to its Annual Report on Form 10-K for the year ended December 31, 2012, as filed with the Securities and Exchange Commission (the "SEC") on March 26, 2013 (the "Original Filing"), to include the following language that was unintentionally omitted from Section 9A. Controls and Procedures.

  Management conducted an assessment of the effectiveness of the Company's internal control over financial reporting as of December 31, 2012 based on the framework established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. Based on this assessment, management has determined that Company's internal control over financial reporting as of December 31, 2012 was effective.

Except for the foregoing, Amendment No. 1 neither alters the Original Filing nor updates the Original Filing to reflect events or developments since the date of filing of the Original Filing.

**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.

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**Name**
  
**Title**
 
**Date**
 
 
 
/s/  Adam Laufer      
 ADAM          LAUFER
  
Chief Executive Officer, Chief Financial      Officer and Director     
(Principal Executive Officer & Principal       Financial Officer)
 
November 4, 2013
 

 

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