UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-K
 
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2009
 Or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number: 333-137624
 SOLEIL CAPITAL L.P.
 (formerly known as JOBSINSITE, INC.)
 (Exact name of Registrant as specified in its charter)
 Delaware
    
    90-0191208(State or other jurisdiction 
of incorporation or organization)
    
    (I.R.S. Employer Identification No.)42450 Hollywood Blvd., Suite 105Hollywood, FL
    
    33020(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code: 305-537-6607
 
    (Title of class)
 
  o þ
  o þ
  þ o
  þ o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
(Do not check if smaller reporting company)
    
    Smaller Reporting Company þ
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st
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Forward-Looking Statements
  PART I
 Item 1.
Business.
 History
    3




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Conversion; Assumption of Liabilities, Obligations, Etc.
  Our Business
 Venture Capital
     4




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
    
    Acquiring and or investing in businesses that have been unable to bridge the funding
gap that has developed between the friends and family investments and the amounts that
most venture capital funds prefer to invest;
 
    
    Acquiring the assets of venture backed businesses that have exhausted their funding
sources and now face liquidation;
 
    
    Acquiring interests from shareholders of venture-backed companies.
  
    
    spin-offs,
 
    
    Public offerings,
 
    
    mergers or sales or;
 
    
    through sales in secondary markets.
   Raising Capital
    5




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Exiting our Investments
    1-3 years
 Our Growth Strategy
    
    
    The Series FF is basically identical to common stock except that it is convertible at
the option of the holder into the same series of preferred stock issued in a subsequent
round of equity financing if the buyer of the Series FF purchases it in connection with the
equity financing.
 
    
    The conversion into preferred stock can only occur if the buyer of the Series FF pays
the same price per share as the shares of preferred stock sold in the equity financing.
  6




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
    
    The conversion into preferred stock can only occur if the board approves the conversion.
 
    
    The Series FF is convertible into common stock at any time at the option of the holder.
 
    
    The Series FF automatically converts into common stock upon a qualified IPO or upon the
consent of holders of a majority of Series FF.
   Competition
       7




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Competitive Strengths
 
    
    Deal Size.We believe that there are significant opportunities for investment
available to us which would be material to a firm or our size, that would however not
be considered by larger and established firms due to the relative immateriality that
these smaller investments would have on a larger firms overall results.
 
    
    Publicly Company.We believe that organizing and operating as a public company will
give us a competitive advantage over similarly positioned private firms. We believe
that the transparencyafforded to investors and the potential of market liquidity, that
a public company can offer will appeal to investors and outweigh the incremental costs
associated with regulatory compliance and its respective effect on the companys
performance.
 
    
    Public Equity. We believe that being a public company will give us an advantage in
competing with private venture capital firms for investment in developing businesses
as, we are able to use our publicly traded equity as an incentive for managers and
business owners when deciding on which sources of funding to accept.
 Employees
  Regulatory and Compliance Matters
  Item 1A.
Risk Factors.
 RISK FACTORS
  RISKS RELATED TO OUR BUSINESS
 Our business is difficult to evaluate because we are a new enterprise with relatively no operating
history.
  
    
    implement and successfully execute our business and marketing strategy;
 
    
    raise sufficient working and investment capital;
  8




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
    
    attract, retain and motivate qualified personnel;
 
    
    identify and successfully acquire investment opportunities;
 
    
    successfully exit our investments to generate returns for our limited partners.
  We depend on Our General partner and its owner/manger Adam Laufer.
   Our
Conversion to a Limited Partnership changed the Rights of Our Shareholders.
  Our general partner Soleil Capital Management LLC is solely responsible for our operations.
   9




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Our ability to retain our management is critical to our success and our ability to grow depends on
our ability to attract additional key personnel.
  There can be no assurance that we will be successful in executing our business plan.
  We cannot predict our future capital needs and we may not be able to secure additional financing.
  Going concern report of independent certified public accountants.
  We face substantial and increasing competition.
   10




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Downturns in the economy may affect business conditions and the appetite for investment.
  If we were deemed an investment company under the Investment Company Act of 1940, applicable
restrictions could make it impractical for us to continue our business as contemplated and could
have a material adverse effect on our business.
  RISKS ASSOCIATED WITH OUR COMMON STOCK
 There is no established public 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.
   11




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Because we do not intend to make any dividends or distributions on our securities, investors
seeking income should not purchase our securities.
  Since there is no established market for our securities, if a market ever develops for our
securities, the price of our securities is likely to be highly volatile. If no market develops
holders of our securities may have difficulty selling their securities and may not be able to sell
their securities at all.
  
    
    variations in our quarterly operating results;
 
    
    changes in securities analysts estimates of our financial performance;
 
    
    changes in general economic conditions and in the venture capital industry;
 
    
    changes in market valuations of similar companies; and,
 
    
    announcements by us or our competitors of relevant news items and or business
developments; and,
 
    
    the loss of key management.
  Because we can issue additional common shares, purchasers of our common stock may incur immediate
dilution and may experience further dilution.
   12




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Our stock is a penny stock. Trading of our stock may be restricted by the Securities and Exchange
Commissions penny stock regulations which may limit a stockholders ability to buy and sell our
stock.
  Financial Industry Regulatory Authority (FINRA) sales practice requirements may also limit a
stockholders ability to buy and sell our stock.
    13




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Item 2. Properties.
  Item 3. Legal Proceedings.
  PART II
 Item 5. Market for Registrants Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities.
   Price Range of Common Stock
  Fourth Quarter
    
    
    Third Quarter
    
    
    Second Quarter
    
    
    First QuarterFiscal 2009 price
range per common
unit
    
    $
    0.11-0.11
    
    
    $
    0.11-0.11
    
    
    $
    0.11-0.11
    
    
    $
    0.11-0.11Fiscal 2008 price
range per common
unit
    
    $
    0.11-0.11
    
    
    $
    0.11-0.11
    
    
    $
    0.11-0.11
    
    
    $
    0.11-0.11
 Holders
   14




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Dividends and Cash Distribution Policy
    Purchases of Equity Securities by the Issuer and Affiliated Purchasers
  Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.
 You should read the following Managements Discussion and Analysis together with our financial
statements and notes to those financial statements included elsewhere in this report. This
discussion contains forward-looking statements that are based on our managements current
expectations, estimates and projections about our business and operations. Our actual results may
differ from those currently anticipated and expressed in such forward-looking statements.
 Overview
    15




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HOW WE GENERATE REVENUE
   BUSINESS OPERATIONS
     1-3 years
 GROWTH STRATEGY
   Results of Operations for the Year Ended December 31, 2009 Compared to the Year Ended December 31,
2008
    16




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Liquidity and Capital Resources
        Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
  Item 9A.
Controls and Procedures.
 Evaluation of Disclosure Controls and Procedures
   17




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Inherent Limitations Over Internal Controls
  (i)
    
    pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the
Companys assets;
 (ii)
    
    provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance
with GAAP, and that the Companys receipts and expenditures are being
made only in accordance with authorizations of the Companys
management and directors; and
 (iii)
    
    provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the
Companys assets that could have a material effect on the financial
statements.
  Managements Annual Report on Internal Control Over Financial Reporting
  Changes in Internal Control Over Financial Reporting
  Item 9B. Other Information.
  PART III
 Item 10. Directors, Executive Officers and Corporate Governance.
 Directors
 Directors and Executive Officers
  Position Held with the
    
    
    
    Date First Elected orName
    
    Company
    
    Age
    
    AppointedAdam J. Laufer Esq.
    
    President, CEO and Board Member
    
    36
    
    January 2, 2009
  18




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Adam J Laufer Esq.
 Partnership Management and Governance
      19




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Board Composition
   Director Compensation
  Code of Ethics
  Item 11. Executive Compensation.
 Compensation Discussion and Analysis
 Overview of Compensation Philosophy and Program
   EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
 Nonequity
    
    
    Nonqualifiedincentive
    
    
    deferredName & Principal
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock
    
    
    Option
    
    
    plan
    
    
    compensation
    
    
    All OtherPosition(1)(2)
    
    Year
    
    
    Salary $
    
    
    Bonus $
    
    
    Awards $
    
    
    Awards $
    
    
    compensation $
    
    
    earnings $
    
    
    Compensation $
    
    
    Total $Adam Laufer
    
    
    2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    PEO, PAO and
Director
  20




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Arrangements with Named Executive Officers
  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 Security ownership of certain beneficial owners.
 Shares
    
    
    Percentage ofBeneficially
    
    
    BeneficialName and address of beneficial owner
    
    Owned(1)(4)
    
    
    Ownership(1)5% Stockholders
    
    
    1,178,816
    
    
    
    44.9
    %Kevin FrijaDirectors and Named Executive OfficersAdam Laufer
    
    
    1,178,816
    
    
    
    44.9
    %All Current Officers and Directors As a Group (1 person)
    
    
    
    
    
    
    44.9
    %
 (1)
    
    Beneficial ownership is determined in accordance with the rules of the Securities and Exchange
Commission and generally includes voting or investment power with respect to securities. Except as
indicated by footnote, and subject to the community property laws where applicable, to the Companys
knowledge the persons named in the table above have sole voting and investment power with respect to all
shares of common stock shown as beneficially owned by them. Unless otherwise indicated, the address for
each person is the Companys address at .(2)
    
    On December 31, 2009 there were 2,625,425 shares of our common stock outstanding and no shares of
preferred stock issued and outstanding.(3)
    
    In determining the percent of voting stock owned by a person (a) the numerator is the number of shares
of common stock beneficially owned by the person, including shares the beneficial ownership of which may
be acquired within 60 days upon the exercise of options or warrants or conversion of convertible
securities, and (b) the denominator is the total of (i) the 2,625,425 shares of common stock outstanding
(ii) any shares of common stock which the person has the right to acquire within 60 days upon the
exercise of options or warrants or conversion of convertible securities. Neither the numerator nor the
denominator includes shares which may be issued upon the exercise of any other options or warrants or
the conversion of any other convertible securities.  21




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Item 13. Certain Relationships and Related Transactions, and Director Independence.
 Indemnification of Directors and Officers
  Director Independence
   Item
14. Principal Accounting Fees and Services.
  Year EndedDecember 31, 2009Audit Fees
    
    $
    5,185
    (a)Audit-Related Fees
    
    $
    Tax Fees
    
    $
    
    (b)Other
    
    $
    
 Year EndedDecember 31, 2008Audit Fees
    
    $
    5,240
    (a)Audit-Related Fees
    
    $
    Tax Fees
    
    $
    
    (b)
 (a)
    
    Audit Fees consisted of fees for (a) the audits of our consolidated and combined financial statements in
our Annual Report on Form 10-K and services attendant to, or required by, statute or regulation;
(b) reviews of the interim condensed consolidated and combined financial statements included in our
quarterly reports on Form 10-Q; (c) comfort letters, consents and other services related to SEC and other
regulatory filings.(b)
    
    Tax Fees consisted of fees for services rendered for tax compliance and tax planning and advisory services.  22




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PART IV
 Item 15.
Exhibits, Financial Statement Schedules.
 (a) Documents filed as part of this report
 (1) All financial statements
 Index to Consolidated Financial StatementsReport of Paritz & Co., Independent Registered Public Accounting Firm
    
   24Financial Statements Presented in Corporation FormatJobsinsite,
Inc. Balance Sheets as of December 31, 2009 and
December 31, 2008
    
   25Jobsinsite,
Inc. Statements of Operations for the two years ended
December 31, 2009
    
   26Jobsinsite
, Inc. Statements of Shareholders Equity for the two years
ended December 31, 2009
    
   28Jobsinsite,
Inc. Statements of Cash Flows for the two years ended
December 31, 2009
    
   27Financial
Statements Presented in Limited Partnership Format
    
   29Soleil
Capital L.P. Balance Sheets as of December 31, 2009 and
December 31, 2008
    
   29Soleil
Capital L.P. Statements of Operations for the two years ended
December 31, 2009 & 2008
    
   30Soleil Capital L.P. Statements of Changes in Partners Capital from inception(July 19, 2004)
through December 31, 2009
    
   32Soleil
Capital L.P. Statements of Cash Flows for the two years ended
December 31, 2009 & 2008
    
   31Balance
Sheet Of General Partner Soleil Capital Management LLC.
    
   33Soleil
Capital Management LLC, General Partner Balance Sheet pursuant to
Rule 8-08 regulation S-X
    
   33Notes
to Consolidated Financial Statements
    
   34
 (2) Financial Statement Schedules
  (b) Exhibits required by Item 601 of Regulation S-K
   23




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Report of Independent Registered Public Accounting Firm
       
  24




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Soleil Capital, L.P.
(formerly known as Jobsinsite, Inc.)
(A Development Stage Company)

BALANCE SHEETS

(audited)
 December 31, 2009
    
    
    December 31, 2008(audited)
    
    
    (audited)CURRENT ASSETS:Cash
    
    $
    
    
    
    $
    828Accounts receivable
    
    
    
    
    
    
    TOTAL CURRENT ASSETS
    
    
    
    
    
    
    828TOTAL ASSETS
    
    $
    
    
    
    $
    828LIABILITIES AND STOCKHOLDERS DEFICIENCYCURRENT LIABILITIES:Accounts payable and other accrued liabilities
    
    
    
    
    
    $
    7,040Loans payable-shareholder
    
    
    10,000TOTAL CURRENT LIABILITIES
    
    
    10,000
    
    
    
    7,040STOCKHOLDERS DEFICIENCY:Common stock, par value $.001, 50,000,000
shares authorized, 2,625,425 shares issued
and outstanding
    
    
    2,625
    
    
    
    2,625Additional paid in capital
    
    
    86,343
    
    
    
    86,343Accumulated deficit
    
    
    (98,968
    )
    
    
    (95,180
    )TOTAL STOCKHOLDERS EQUITY (DEFICIENCY)
    
    
    (10,000
    )
    
    
    (6,212
    )TOTAL LIABILITIES AND STOCKHOLDERS
DEFICIENCY
    
    $
    
    
    
    $
    828
   25




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Soleil Capital, L.P.
(formerly known as Jobsinsite, Inc.)
(A Development Stage Company)



STATEMENTS OF OPERATIONS

(audited)
 From InceptionYear ended
    
    
    (July 19, 2004) to2009
    
    
    2008
    
    

December 31, 2009REVENUE
    
    $
    
    
    
    $
    
    
    
    $
    6,303COSTS AND EXPENSES:Research and development
    
    
    
    
    
    
    
    
    
    
    3017General and administrative
    
    
    3,788
    
    
    
    40,044
    
    
    
    102,254TOTAL COSTS AND EXPENSES
    
    
    3,788
    
    
    
    40,044
    
    
    
    105,271NET LOSS
    
    $
    (3,788
    )
    
    $
    (40,044
    )
    
    
    (98,968
    )BASIS AND DILUTED LOSS PER SHARE
    
    
    (0.00
    )
    
    
    (0.02
    )
    
    
    (0.04
    )WEIGHTED NUMBER OF SHARES OUTSTANDING
    
    
    2,625,425
    
    
    
    2,625,425
    
    
    
    2,625,425
   26




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Soleil
Capital, L.P.  (formerly known as Jobsinsite, Inc.)
(A Development Stage Company)



STATEMENT OF CASH FLOWS

(audited)
 FROM INCEPTION(JULY 19, 2004)YEAR ENDED
    
    
    TO2009
    
    
    2008
    
    
    31-Dec-09OPERATING ACTIVITIES:Net loss
    
    
    (3,788
    )
    
    
    (40,044
    )
    
    
    (98,668
    )Adjustments to reconcile net loss to net cash used in
Operating activities:Depreciation and amortization
    
    
    
    
    
    
    
    
    
    
    2,500Issuance of common stock in exchange for debt
and services
    
    
    
    
    
    
    41,643
    
    
    
    41,643Changes in operating assets and liabilities:Accounts receivableAccounts payable and other accrued liabilities
    
    
    (7,040
    )
    
    
    (17,460
    )
    
    
    NET CASH USED IN OPERATING ACTIVITIES
    
    
    (10,528
    )
    
    
    (15,861
    )
    
    
    (54,825
    )INVESTING ACTIVITIES:Acquisition of property and equipment
    
    
    
    
    
    
    
    
    
    
    (2,500
    )NET CASH USED IN INVESTING ACTIVITIES
    
    
    
    
    
    
    
    
    
    
    (2,500
    )FINANCING ACTIVITIES:Proceeds of loans payable- shareholder
    
    
    10,000
    
    
    
    
    
    
    
    10,000Contributions to additional paid in capital
    
    
    
    
    
    
    16,587
    
    
    
    47,325NET CASH PROVIDED BY FINANCING ACTIVITIES
    
    
    10,000
    
    
    
    16,587
    
    
    
    57,325INCREASE (DECREASE) IN CASH
    
    
    (828
    )
    
    
    726
    
    
    
    CASH  BEGINNING OF PERIOD
    
    
    828
    
    
    
    102
    
    
    
    CASH  END OF PERIOD
    
    
    
    
    
    
    828
    
    
    
    
   27




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Soleil Capital, L.P.
(formerly known as Jobsinsite, Inc.)
(A Development Stage Company)



Statements of Changes in Shareholders Equity (Deficit)
 Years Ended December 31, 2008 and for the period from

July 19, 2004 (inception) to December 31, 2009
 DEFICITACCUMULATEDADDITIONAL
    
    
    DURING THE
    
    
    TOTALCOMMON STOCK
    
    
    PAID IN
    
    
    DEVELOPMENT
    
    
    SHAREHOLDERSShares
    
    
    Amount
    
    
    CAPITAL
    
    
    STAGE
    
    
EQUITY (DEFECIT)BALANCE  INCEPTION JULY 19, 2004
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance of Common Stock
    
    
    2,040,000
    
    
    $
    2,040
    
    
    $
    2,710
    
    
    
    
    
    
    $
    4,750Net Loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,525
    )
    
    $
    (4,525
    )BALANCE DECEMBER 31, 2005
    
    
    2,040,000
    
    
    $
    2,040
    
    
    $
    2,710
    
    
    $
    (4,525
    )
    
    $
    225Capital contribution by shareholders
    
    
    
    
    
    
    
    
    
    
    3,360
    
    
    
    
    
    
    
    3,360Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,448
    )
    
    
    (2,448
    )BALANCE AT DECEMBER 31, 2005
    
    
    2,040,000
    
    
    $
    2,040
    
    
    $
    6,070
    
    
    $
    (6,973
    )
    
    $
    1,137Issuance of common stock
    
    
    179,000
    
    
    $
    179
    
    
    $
    17,721
    
    
    
    
    
    
    $
    17,900Net Loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13,458
    )
    
    
    (14,791
    )BALANCE DECEMBER 31, 2006
    
    
    2,219,000
    
    
    $
    2,219
    
    
    $
    23,791
    
    
    $
    (20,431
    )
    
    $
    5,579Capital contribution
by shareholders
    
    
    
    
    
    
    
    
    
    
    4,728
    
    
    
    
    
    
    
    4,728Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (34,705
    )
    
    
    (34,705
    )BALANCE DECEMBER 31, 2007
    
    
    2,219,000
    
    
    $
    2,219
    
    
    $
    28,519
    
    
    $
    (55,136
    )
    
    $
    (24,398
    )Issuance of common stock
    
    
    406,425
    
    
    
    406
    
    
    
    41,237
    
    
    
    
    
    
    
    41,643Capital contribution by shareholders
    
    
    
    
    
    
    
    
    
    
    16,587
    
    
    
    
    
    
    
    16,757Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (40,044
    )
    
    $
    (40,044
    )BALANCE DECEMBER 31, 2008
    
    
    2,625,425
    
    
    
    2,625
    
    
    
    86,343
    
    
    $
    (95,180
    )
    
    $
    (6,212
    )Issuance of Common StockNet Loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (3,788
    )
    
    $
    (3,788
    )BALANCE DECEMBER 31, 2009
    
    
    2,625,425
    
    
    
    2,625
    
    
    
    86,343
    
    
    $
    (98,968
    )
    
    $
    (10,000
    )
   28




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SOLEIL CAPITAL L.P.  Financial Statements Presented in Limited Partnership Format
 Soleil Capital L.P.
(formerly known as Jobsinsite, Inc.)
(A Development Stage Company)



STATEMENT OF FINANCIAL CONDITION

(audited)
 December 31, 2009
    
    
    December 31, 2008(audited)
    
    
    (audited)CURRENT ASSETS:Cash
    
    $
    0
    
    
    $
    828TOTAL CURRENT ASSETS
    
    
    
    
    
    
    828TOTAL ASSETS
    
    $
    0
    
    
    $
    828Liabilities and Partners Capital (DEFICIENCY)CURRENT LIABILITIES:Accounts payable and other accrued liabilities
    
    
    
    
    
    $
    7,040Loans payable-unit-holder
    
    
    10,000TOTAL CURRENT LIABILITIES
    
    
    10,000
    
    
    
    7,040Partners Capital (DEFICIENCY):Partners Capital (Common units
2,625,425 shares issued and outstanding
December 31, 2009; 2,625,425 shares issued and
outstanding December 31, 2008
    
    
    88,968
    
    
    
    88,968Accumulated Defecit
    
    
    -98,968
    
    
    
    -95,180TOTAL PARTNERS DEFICIENCY
    
    
    -10,000
    
    
    
    -6,212Total Liabilities and Partners Deficiency
    
    $
    0
    
    
    $
    828
   29




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Soleil Capital L.P.
(formerly known as Jobsinsite, Inc.)
(A Development Stage Company)




STATEMENTS OF OPERATIONS

(audited)
 From Inception(July 19, 2004) toYear ended
    
    
    December 31,2009
    
    
    2008
    
    
    2009REVENUE
    
    $
    
    
    
    $
    
    
    
    $
    6,303COSTS AND EXPENSES:Research and development
    
    
    
    
    
    
    
    
    
    
    3017General and administrative
    
    
    3,788
    
    
    
    40,044
    
    
    
    102,254TOTAL COSTS AND EXPENSES
    
    
    3,788
    
    
    
    40,044
    
    
    
    105,271Net Income (Loss)
    
    $
    (3,788
    )
    
    $
    (40,044
    )
    
    
    (98,968
    )Net Loss Attributable to Soleil
Capital L.P. Per Common Unit 
Basic and Diluted
    
    
    (0.00
    )
    
    
    (0.02
    )
    
    
    (0.04
    )Common Units Issued and Outstanding
    
    
    2,625,425
    
    
    
    2,625,425
    
    
    
    2,625,425
   30




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##### 



Soleil Capital L.P.
(formerly known as Jobsinsite, Inc.)
(A Development Stage Company)




STATEMENT OF CASH FLOWS

(audited)
 FROM INCEPTION(JULY 19, 2004)YEAR ENDED
    
    
    TO2009
    
    
    2008
    
    
    31-Dec-09OPERATING ACTIVITIES:Net loss
    
    
    (3,788
    )
    
    
    (40,044
    )
    
    
    (98,668
    )Adjustments to reconcile net loss to net cash used in
Operating activities:Depreciation and amortization
    
    
    
    
    
    
    
    
    
    
    2,500Issuance of common units in exchange for debt
and services
    
    
    
    
    
    
    41,643
    
    
    
    41,643Changes in operating assets and liabilities:Accounts receivableAccounts payable and other accrued liabilities
    
    
    (7,040
    )
    
    
    (17,460
    )
    
    
    NET CASH USED IN OPERATING ACTIVITIES
    
    
    (10,528
    )
    
    
    (15,861
    )
    
    
    (54,825
    )INVESTING ACTIVITIES:Acquisition of property and equipment
    
    
    
    
    
    
    
    
    
    
    (2,500
    )NET CASH USED IN INVESTING ACTIVITIES
    
    
    
    
    
    
    
    
    
    
    (2,500
    )FINANCING ACTIVITIES:Proceeds of loans payable- shareholder
    
    
    10,000
    
    
    
    
    
    
    
    10,000Contributions to Partners Capital
    
    
    
    
    
    
    16,587
    
    
    
    47,325NET CASH PROVIDED BY FINANCING ACTIVITIES
    
    
    10,000
    
    
    
    16,587
    
    
    
    57,325INCREASE (DECREASE) IN CASH
    
    
    (828
    )
    
    
    726
    
    
    
    CASH  BEGINNING OF PERIOD
    
    
    828
    
    
    
    102
    
    
    
    CASH  END OF PERIOD
    
    
    
    
    
    
    828
    
    
    
    
   31




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##### 



Soleil Capital L.P.
(formerly known as Jobsinsite, Inc.)
(A Development Stage Company)




Statements of Changes in Partners Capital

Years Ended December 31, 2009 and for the period from
July 19, 2004 (inception) to December 31, 2009
 Comprehensive
    
    
    Total PartnersCommon Units
    
    

Partners Capital
    
    
    Income (Loss)
    
    
    CapitalBALANCE  INCEPTION JULY 19, 2004Issuance of Common Units
    
    
    2,040,00
    
    
    
    4,750
    
    
    
    
    
    
    $
    4,750Net Loss
    
    
    
    
    
    
    
    
    
    
    (4,525
    )
    
    $
    (4,525
    )BALANCE DECEMBER 31, 2005
    
    
    2,040,000
    
    
    
    4,750
    
    
    $
    (4,525
    )
    
    $
    225Capital contribution by partners
    
    
    
    
    
    
    3,360
    
    
    
    
    
    
    
    3,360Net loss
    
    
    
    
    
    
    
    
    
    
    (2,448
    )
    
    
    (2,448
    )BALANCE AT DECEMBER 31, 2005
    
    
    2,040,000
    
    
    
    8,110
    
    
    $
    (6,973
    )
    
    $
    1,137Issuance of common units
    
    
    
    
    
    
    17,900
    
    
    
    
    
    
    $
    17,900Net Loss
    
    
    
    
    
    
    
    
    
    
    (13,458
    )
    
    
    (14,791
    )BALANCE DECEMBER 31, 2006
    
    
    2,219,000
    
    
    
    26,010
    
    
    $
    (20,431
    )
    
    $
    5,579Capital
contribution by partners
    
    
    
    
    
    
    4,728
    
    
    
    
    
    
    
    4,728Net loss
    
    
    
    
    
    
    
    
    
    
    (34,705
    )
    
    
    (34,705
    )BALANCE DECEMBER 31, 2007
    
    
    2,219,000
    
    
    
    30,738
    
    
    $
    (55,136
    )
    
    $
    (24,398
    )Issuance of common units
    
    
    
    
    
    
    41,643
    
    
    
    
    
    
    
    41,643Capital contribution by shareholders
    
    
    
    
    
    
    16,587
    
    
    
    
    
    
    
    16,757Net loss
    
    
    
    
    
    
    
    
    
    $
    (40,044
    )
    
    $
    (40,044
    )BALANCE DECEMBER 31, 2008
    
    
    2,625,425
    
    
    
    88,968
    
    
    $
    (95,180
    )
    
    $
    (6,212
    )Issuance of Common unitsNet Loss
    
    
    
    
    
    
    
    
    
    $
    (3,788
    )
    
    $
    (3,788
    )BALANCE DECEMBER 31, 2009
    
    
    2,625,425
    
    
    
    88,968
    
    
    $
    (98,968
    )
    
    $
    (10,000
    )
   32




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##### 



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)
  2009CURRENT ASSETS:Cash
    
    $Accounts receivable
    
    
    TOTAL CURRENT ASSETSTOTAL ASSETS
    
    $
    LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable and other accrued liabilities
    
    
    Loans
payable-shareholder
    
    
    0TOTAL CURRENT LIABILITIES
    
    
    0STOCKHOLDERS EQUITY (DEFICIENCY):membership units 100 issued and outstanding
    
    
    1Additional paid in capital
    
    
    1,772Accumulated deficit
    
    
    -1,773TOTAL STOCKHOLDERS EQUITY
    
    
    TOTAL LIABILITIES AND STOCKHOLDERS
EQUITY
    
    $
    
  33




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##### 



SOLEIL CAPITAL L.P.
 (formerly known as Jobsinsite, Inc.)
(A DEVELOPMENT STAGE COMPANY)


NOTES TO FINANCIAL STATEMENTS
December 31, 2009
 1. ORGANIZATION
   Conversion
 st
    34




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##### 



Business Description
     2. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
    Cash
     35




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##### 



Recent accounting pronouncements
 FASB Accounting Standards Codification (Accounting Standards Update (ASU) 2009-01)
  Subsequent Events
 (Included in ASC 855 Subsequent Events, previously SFAS No. 165 Subsequent Events)
   36




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##### 



SIGNATURES
   Soleil Capital L.P.By:
    
    Soleil Capital Management L.L.C.,its general partner
 /s/ Adam LauferName:
    
    Adam LauferTitle:
    
    Chief Executive Officer
 Power of Attorney
  
 Name
    
    Title
    
    Date/s/ Adam Laufer

ADAM LAUFER
    
    Chief Executive Officer, Chief
Financial Officer and Director
(Principal Executive Officer &
Principal Financial Officer)
    
    April 14, 2010
  37




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##### 



Item 21.
Exhibits and Financial Statement Schedules.
 ExhibitNumber
    
    Description2.1
    *
    
    State of Delaware Certificate of Conversion from a Corporation to a Limited
Partnership (Incorporated by reference as previously filed as exhibit to the
Companys 10-Q filed August 14, 2009.)3.1
    *
    
    State of Delaware Certificate of Limited Partnership of Soleil Capital L.P.
(Incorporated by reference as previously filed as exhibit to the Companys 10-Q
filed August 14, 2009.)3.2
    **
    
    Agreement of Limited Partnership of Soleil Capital L.P., (dated June 19, 2009).14.1
    **
    
    Code of Ethics23.1
    **
    
    Consent of Paritz & Company, P.A. Independent Registered Public Accounting Firm.24.1
    **
    
    Power of Attorney (included on the Signature Page of this Annual Report on Form
10-K).31.1
    **
    
    Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer.31.2
    **
    
    Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer.32.1
    **
    
    Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer.
 *
    
    Previously filed.**
    
    Filed herewith  38