UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-K/A


(Amendment
No. 2)


(Mark
One)





x
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the
fiscal year ended December
31, 2009





 ̈
            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 000-53640





SEAOSPA,
      INC.(Name
      of registrant as specified in its
charter)





Nevada
            
            26-1359430(State
      or other jurisdiction of incorporation or organization)
            
            (I.R.S.
      Employer Identification No.)





220 12thAvenue, 3rdFloor, New York, New York
            
            10001(Address
      of principal executive offices)
            
            (Zip
      Code)





Tel: 
(212) 268-0220


(Registrant’s
telephone number, including area
code)





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





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





Common
      Stock, par value $0.0001(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 Website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 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  ̈  No  ̈




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405) is not contained herein, and will not be
contained, to the best of 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.  ̈




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 definition of “large accelerated filer”, “accelerated filer”
and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):




Large
accelerated filer  ̈  Accelerated filer
 ̈  
Non-accelerated filer  ̈   Smaller
reporting company x


(Do not
check if a smaller reporting company.)




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




As of
March 3, 2010, approximately 4,869,918 shares of common stock were outstanding.
The aggregate market value of the common stock held by non-affiliates of the
registrant, as of June 30, 2009, the last business day of the registrant’s most
recently completed second fiscal quarter, was approximately $56,098 based on the
price at which the common stock was last sold (i.e, $0.03). Shares of common
stock held by each director, each officer and each person who owns 10% or more
of the outstanding common stock have been excluded from this calculation in that
such persons may be deemed to be affiliates. The determination of affiliate
status is not necessarily conclusive.




DOCUMENTS
INCORPORATED BY REFERENCE




None.







CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS




The
statements contained in this Annual Report on Form 10-K that are not historical
facts are “forward-looking statements.”  Forward-looking statements may
include our statements regarding our goals, beliefs, strategies, objectives,
plan, including product and service developments, future financial conditions,
results or projections or current expectations. Such forward-looking statements
may be identified by, among other things, the use of forward-looking terminology
such as “believes,” “estimates,” “intends,” “plan” “expects,” “may,” “will,”
“should,” “predicts,” “anticipates,” “continues,” or “potential,” or the
negative thereof or other variations thereon or comparable terminology, and
similar expressions are intended to identify forward-looking statements. 
We remind readers that forward-looking statements are merely predictions and
therefore inherently subject to uncertainties and other factors and involve
known and unknown risks that could cause the actual results, performance, levels
of activity, or our achievements, or industry results, to be materially
different from any future results, performance, levels of activity, or our
achievements, or industry results, expressed or implied by such forward-looking
statements. Such forward-looking statements appear in Item 1 – “Business” and
Item 7 – “Management’s Discussion and Analysis of Financial Condition and
Results of Operations,” as well as elsewhere in this Annual Report and include
statements regarding the following: the expected development and potential
benefits from our products to consumers, progress in our efforts to develop our
facilities and our products and to achieve and maintain regulatory approvals,
the potential market demand for our products, our expectations regarding our
short- and long-term capital requirements, our outlook for the coming months and
information with respect to any other plans and strategies for our
business.




The
factors discussed herein and expressed from time to time in our filings with the
Securities and Exchange Commission could cause actual results and developments
to be materially different from those expressed in or implied by such
statements.  The forward-looking statements are made only as of the date of
this filing, and we undertake no obligation to publicly update such
forward-looking statements to reflect subsequent events or circumstances. 
Further information on potential factors that could affect our business is
described under the heading “Risks Related to Our Business, Strategy and
Industry” in “Risk Factors” in our registration statement on Form S-1 (File no.
333-157175) which was declared effective on April 20, 2009.




INTRODUCTION




Unless
otherwise specified or required by context, as used in this Annual Report, the
terms “we,” “our,” “us” and the “Company” refer collectively to Seaospa Inc. The
term “fiscal year” refers to our fiscal year ending December 31.  Unless
otherwise indicated, the term “common stock” refers to shares of our common
stock.




Our
financial statements are stated in United States Dollars (US$) and are prepared
in accordance with United States generally accepted accounting principles (U.S.
GAAP).




i


TABLE OF CONTENTS




Part
      IItem
      1.
                            Business
                            1Item
      1A.
                            Risk
      Factors
                            2Item
      1B.
                            Unresolved
      Staff Comments
                            8Item
      2.
                            Properties
                            8Item
      3.
                            Legal
      Proceedings
                            9Item
      4.
                            Submission
      of Matters to a Vote of Security Holders
                            9Part
      IIItem
      5.
                            Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
                            9Item
      6.
                            Selected
      Financial Data
                            10Item
      7.
                            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                            10Item
      7A.
                            Quantitative
      and Qualitative Disclosures About Market Risk
                            14Item
      8.
                            Financial
      Statements and Supplementary Data
                            15Item
      9.
                            Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
                            25Item
      9A(T).
                            Controls
      and Procedures
                            25Item
      9B.
                            Other
      Information
                            25Part
      IIIItem
      10.
                            Directors,
      Executive Officersand Corporate
      Governance
                            25Item
      11.
                            Executive
      Compensation
                            27Item
      12.
                            Security
      Ownership of Certain Beneficial Owners and Management and
      RelatedStockholder
      Matters
                            28Item
      13.
                            Certain
      Relationships and Related Transactions, and Director
      Independence
                            29Item
      14.
                            Principal
      Accountant Fees and Services
                            29Part
      IVItem
      15
                            Exhibits
      and Financial Statement Schedules
                            31Signatures






ii


PART
1




ITEM
      1.
            BUSINESS.




OVERVIEW




We are a
development stage company that was incorporated under the laws of the state of
Nevada on December 2, 2007.  We have never declared bankruptcy, have never
been in receivership, and have never been involved in any legal action or
proceedings. Since becoming incorporated, we have not made any significant
purchase or sale of assets, nor have we been involved in any mergers,
acquisitions or consolidations. We are not a blank check registrant as that term
is defined in Rule 419(a)(2) of Regulation C of the Securities Act of 1933,
since we have a specific business plan or purpose.




Neither 
Seaospa, nor its officers, directors, promoters or affiliates, has had
preliminary contact or discussions with, nor do we have any present plans,
proposals, arrangements or understandings with any representatives of the owners
of any business or company regarding the possibility of an acquisition or
merger.




Our
offices are currently located at 3 Hahistadrut St., Suite #6, Kiryat Yam, Israel
29056. Our telephone number is +1 (877) 841-5343. Our website is www.seaospa.com. The
information contained in our website does not form part of this Annual Report in
any way. Our common stock is quoted on the OTC Bulletin Board under the symbol
“SOPA”.




We are
engaged in the marketing of skin care, hair care and body treatment products.
Currently we are focusing on marketing of Dead Sea products from Israel. We
operate our own retail online store where we sell our products direct to
consumers at www.seaospa.com. We
intend to open and operate an eBay store in addition to our own online store
within the next twelve months. Our target market is adults of 18 years of age
and up.




We have
two executive officers who also serve as our directors. Mr. Terner, our
President, Treasurer and a Director, resides in Israel. He has fourteen years of
experience marketing and distributing Dead Sea products from Israel in Romania.
Mr. Yossi Benitah, our Secretary and a Director, resides in Israel. He has
thirty years of experience as an entrepreneur operating an electrical services
company in Israel. Neither of our officers lives in Nevada, the state of our
incorporation, or the United States.




As of the
date hereof, we have not been successful in raising the additional funding
necessary to continue with our business plan for our business. Historically, we
have been able to raise a limited amount of capital through private placements
of our equity stock, but we are uncertain about our continued ability to raise
funds privately. The recent credit crisis has only made our situation more
difficult, because investors who were historically receptive to startup
situations have become nonexistent in this environment. Without further loans
from our directors, we only have sufficient funds to continue with our business
in a maintenance mode for the next 1-2 months.




As a
result of this difficult environment and our lack of cash to continue, our
directors have been analyzing the various alternatives available to our company
to ensure our survival and to preserve our shareholder’s investment in our
common shares. This analysis has included sourcing additional forms of financing
to continue our business as is, or mergers and/or acquisitions which would
likely involve a change of business. Our preference is to raise additional,
suitable financing to continue with business, but at this stage in our
operations, we believe either course is acceptable, as our operations have not
been profitable and our future prospects for our business are not good without
further significant financing.




POTENTIAL
MERGERS AND ACQUISITIONS




Concurrent
with efforts to find suitable financing for our business, we are also focusing
on analyzing potential business opportunities with more established business
entities for merger or acquisition with our company. In certain instances, a
target business may wish to become a subsidiary of our company or may wish to
contribute assets to our company rather than merge. We anticipate that any new
acquisition or business opportunities by our company will require additional
financing. There can be no assurance, however, that we will be able to acquire
the financing necessary to enable us to pursue our plan of operation. If our
company requires additional financing and we are unable to acquire such funds,
our business may fail.




1




In
implementing a structure for a particular business acquisition or opportunity,
we may become a party to a merger, consolidation, reorganization, joint venture,
or licensing agreement with another corporation or entity. We may also acquire
stock or assets of an existing business. Upon the consummation of a transaction,
it is likely that our present management will no longer be in control of our
company and our existing business will close down. In addition, it is likely
that our officers and directors will, as part of the terms of the acquisition
transaction, resign and be replaced by one or more new officers and
directors.




We
anticipate that the selection of a business opportunity in which to participate
will be complex and without certainty of success. Management believes that there
are numerous firms in various industries seeking the perceived benefits of being
a publicly registered corporation. Business opportunities may be available in
many different industries and at various stages of development, all of which
will make the task of comparative investigation and analysis of such business
opportunities extremely difficult and complex.




We may
seek a business opportunity with entities who have recently commenced
operations, or entities who wish to utilize the public marketplace in order to
raise additional capital in order to expand business development activities, to
develop a new product or service, or for other corporate purposes. We may
acquire assets and establish wholly-owned subsidiaries in various businesses or
acquire existing businesses as subsidiaries.




Mr.
Terner is undertaking the search for and analysis of new business opportunities.
He is not a professional business analyst. In seeking or analyzing prospective
business opportunities, Mr. Terner may utilize the services of outside
consultants or advisors. At this stage, we can provide no assurance that we will
be able to locate compatible business opportunities, what additional financing
we will require to complete a combination or merger with another business
opportunity, or whether the opportunity’s operations will be profitable.
Further, we believe that our company may have more difficulties raising capital
for our existing business than for a new business opportunity. We have held
preliminary negotiations with prospective business entities but have not entered
into any formal written agreements for a business combination or opportunity. If
any such agreement is reached, we intend to disclose such an agreement by filing
a current report on Form 8-K with the Securities and Exchange
Commission.




If we are
unable to secure adequate capital to continue our business or alternatively,
complete a merger or acquisition, our shareholders will lose some or all of
their investment and our business will likely fail.




ITEM 1A. RISK FACTORS.




You
should carefully consider the following risk factors and all other information
contained herein as well as the information included in this Annual Report in
evaluating our business and prospects. The risks and uncertainties described
below are not the only ones we face. Additional unknown risks and uncertainties,
or that we currently believe are immaterial, may also impair our business
operations. If any of the following risks occur, our business and financial
results could be harmed. You should refer to the other information contained in
this Annual Report, including our financial statements and the related
notes.




Much of
the information included in this Annual Report includes or is based upon
estimates, projections or other “forward-looking statements”. Such
forward-looking statements include any projections or estimates made by us and
our management in connection with our business operations. While these
forward-looking statements, and any assumptions upon which they are based, are
made in good faith and reflect our current judgment regarding the direction of
our business, actual results will almost always vary, sometimes materially, from
any estimates, predictions, projections, assumptions, or other future
performance suggested herein. We undertake no obligation to update
forward-looking statements to reflect events or circumstances occurring after
the date of such statements.




Such
estimates, projections or other “forward-looking statements” involve various
risks and uncertainties as outlined below. We caution readers of this quarterly
report that important factors in some cases have affected and, in the future,
could materially affect actual results and cause actual results to differ
materially from the results expressed in any such estimates, projections or
other “forward-looking statements”. In evaluating us, our business and any
investment in our business, readers should carefully consider the following
factors.




2




RISKS
ASSOCIATED WITH OUR EXISTING BUSINESS




We
have no material revenues to date and we maintained losses since
inception.




We have
yet to generate any material operating revenues and have no significant tangible
assets.  During the fiscal years 2008 and 2009 respectively, we incurred
net losses of $28,798, $6,870. As of December 31, 2009, we had an accumulated
deficit of $36,568 and there can be no assurance that we will generate profits
in future operating years. Once fully operational, we may experience revenues
lower than anticipated and/or an increase in unfunded expenses.
 Accordingly, there may be substantial fluctuations in our revenues and
expenses.  Until such a time, if ever, that we receive significant revenues
from our operations, we expect to report losses. We are also unable to predict
when, if ever, we will achieve sustained operating profitability.




As
a company in the early stage of development with an unproven business strategy,
our limited history of operations makes evaluation of our business and prospects
difficult.




We were
incorporated on November 2, 2007. Our business prospects are difficult to
predict because of our limited operating history, early stage of development and
unproven business strategy. Our primary business activities will be focused on
marketing of skin care, hair care and body treatment products. Although we
believe that our products have significant profit potential, we may not attain
profitable operations and our management may not succeed in realizing our
business objectives.




Our
business plan may be unsuccessful, and if it fails, we will not have alternate
services or products to offer to ensure our continuation as a going
concern.




The
success of our business plan is dependent on the marketing of skin care, hair
care and body treatment products. Currently we are focusing on Dead Sea products
from Israel. Our ability to market these products is unproven, and the lack of
operating history makes it difficult to validate our business plan. In addition,
the success of our business plan is dependent upon the market acceptance of our
products. Should our products be too narrowly focused or should the target
market not be as responsive as we anticipate, we will not have in place
alternate services or products that we can offer to ensure our continuation as a
going concern.




Our
independent auditors have expressed doubt about our ability to continue as a
going concern, indicating the possibility that we may not be able to continue to
operate.




We have
incurred net losses of $36,568 for the period from November 2, 2007 (date of
inception) through December 31, 2009. We anticipate generating losses for the
next 12 months. Therefore, we may be unable to continue operations in the future
as a going concern. No adjustment has been made in the accompanying financial
statements to the amounts and classification of assets and liabilities which
could result should we be unable to continue as a going concern. In addition,
our independent auditors included an explanatory paragraph in their report on
the accompanying financial statements regarding concerns about our ability to
continue as a going concern.




To date,
we have completed only initial stages of our business plan and we can provide no
assurance that we will be able to generate enough revenue from our business in
order to achieve profitability. It is not possible at this time for us to
predict with assurance the potential success of our business. The revenue and
income potential of our proposed business and operations are unproven, and the
lack of operating history makes it difficult to evaluate the future prospects of
our business. If we cannot continue as a viable entity, our stockholders may
lose some or all of their investment in our Company.




If
we are unable to obtain the necessary revenues and financing for our operations
we will not have the money to pay our ongoing expenses and we may go out of
business.




At
December 31, 2009 we had a small working capital deficiency and at present, we
are entirely dependent on loans from our Director and President. Our existing
cash balances are only sufficient for the next 30-60 days. How long Seaospa will
be able to satisfy its cash requirements depends on how quickly our company can
identify suitable financing, or generate revenue and how much revenue can be
generated. If we are unable to obtain financing and generate sufficient revenue
from our business, we may be forced to delay, scale back, or eliminate our sales
activities. If we are unable to obtain financing to cover shortfalls resulting
from reduced revenues or a lack of revenues, we may not be able to continue to
operate our business and our business would fail.




3




Our
ability to successfully produce and sell our services to generate operating
revenues also depends on our ability to obtain the necessary financing. Given
that we have no operating history, no revenues and only losses to date, we may
not be able to achieve this goal, and if this occurs we will not be able to pay
our operating and marketing costs and we may go out of business. We may need to
issue additional equity securities in the future to raise the necessary funds.
We do not currently have any arrangements for additional financing and we can
provide no assurance to investors we will be able to find such financing if
further funding is required. Obtaining additional financing would be subject to
a number of factors, including investor acceptance of our services and our
business model. The issuance of additional equity securities by us would result
in a significant dilution in the equity interests of our current stockholders.
The resale of shares by our existing shareholders pursuant to this prospectus
may result in significant downward pressure on the price of our common stock and
cause negative impact on our ability to sell additional equity securities.
Obtaining loans will increase our liabilities and future cash commitments, and
there can be no assurance that we will even have sufficient funds to repay our
future indebtedness or that we will not default on our future debts if we were
able to even obtain loans.




There can
be no assurance that capital will continue to be available if necessary to meet
future funding needs or, if the capital is available, that it will be on terms
acceptable to us. If we are unable to obtain financing in the amounts and on
terms deemed acceptable to us, we may be forced to scale back or cease
operations, which might result in the loss of some or all of your investment in
our common stock.




Because
our current officers and directors are not residents of the United States, it
may be difficult for shareholders to recover against them.




Both of
our officers and directors are located outside of the United States, in Israel.
Were one or more shareholders to bring an action against our management in the
United States and succeed, either through default or on the merits, and obtain a
financial award against an officer or director of the Company, that shareholder
may be required to enforce and collect on his, her or its judgment in these
countries, unless the officer or director owned assets which were located in the
United States. Further, shareholder efforts to bring an action in these
countries against its citizens for any alleged breach of a duty in a foreign
jurisdiction may be difficult, as prosecution of a claim in a foreign
jurisdiction, and in particular a foreign nation, is fraught with difficulty and
may be effectively, if not financially, unfeasible.




We
have limited sales and marketing experience, which increases the risk of our
inability to build a successful business.




Our
management has limited marketing experience. Our President, Treasurer and
director, Yakov Terner, who will be primarily responsible for marketing and
sales of our products, although he has experience marketing Dead Sea products to
retail stores in Romania, he has no experience marketing these products online
in North America, our target market.  Further, we have budgeted only
$14,000 toward these efforts over the next 12 months, which is a very limited
amount of capital with which to launch our effort. Given the relatively small
budget and limited experience of our officers, there can be no assurance that
our efforts will be successful.  Further, if our initial efforts to create
a market for our products are not successful, there can be no assurance that we
will be able to attract and retain qualified individuals with the necessary
marketing and sales expertise to significantly grow our sales. Our future
success will depend, among other factors, upon whether our product can be sold
at a profitable price and the extent to which consumers acquire, adopt, and
continue to use it. There can be no assurance that our product will gain wide
acceptance in its targeted markets or that we will be able to effectively market
our product.




Dependence
on Third Parties and Certain Relationships.




We will
be dependent on our relationships with certain Dead Sea manufacturers and body
care suppliers. Our business is also generally dependent upon our ability to
obtain the services of marketing, public relations and advertising experts.
 Our potential failure to obtain the services of any person or entity upon
which it is dependent, or the inability to replace such relationship would have
a material adverse impact on our business prospects, financial condition and
results of operations. In addition, we have a specific dependence on the
telephone, Internet and the integration of the two aforementioned into our
information management system. Any disruption on the flow of information and
data to this system will significantly impact service to customers and therefore
financial performance.




4




Our
officers and directors will collectively allocate only a portion of their time
to our Company’s business, which could have a negative impact on Seaospa’s
success.




Currently,
our officers and directors allocate only a portion of their time, or up to
approximately 10-15 hours per week, to the operation of Seaospa’s
business.  If our business develops faster than anticipated, or if their
other commitments require devotion of more substantial amounts of time, our
ability to create and sustain a successful business could be negatively
impacted.




We
need to retain key personnel to support our product and ongoing
operations.




The
maintenance of our online retail store and the marketing of our products will
continue to place a significant strain on our management and other resources.
Our future success depends upon the continued services of our executive officers
who have critical industry experience and relationships that we rely on to
implement our business plan. The loss of the services of Yakov Terner, our
President, Treasurer and a Director, would negatively impact our ability to sell
our products, which could adversely affect our financial results and impair our
growth. Currently, we have no employment agreement with Mr. Terner and do not
anticipate entering into any such agreement in the foreseeable
future.




RISKS
ASSOCIATED WITH MERGING WITH OR ACQUIRING A NEW BUSINESS
OPPORTUNITY




We
will require additional financing. Inadequate financing may impair our ability
to compete in the marketplace which may result in the dissolution of our
company.




We
require additional financing to complete a suitable merger or combination with a
business opportunity. Further, we anticipate that we will not have sufficient
capital to fund our ongoing operations for the next twelve months. We may be
required to raise additional financing for a particular business combination or
business opportunity. We would likely secure any additional financing necessary
through a private placement of our common shares.




There can
be no assurance that, if required, any such financing will be available upon
terms and conditions acceptable to us, if at all. Our inability to obtain
additional financing in a sufficient amount when needed and upon terms and
conditions acceptable to us could have a materially adverse effect upon our
company. There can be no assurance that such funds will be available or
available on terms satisfactory to us. If additional funds are raised by issuing
equity securities, further dilution to existing or future shareholders is likely
to result. If adequate funds are not available on acceptable terms when needed,
we may be required to delay, scale back or eliminate the development of any
business opportunity that we acquire. Inadequate funding could also impair our
ability to compete in the marketplace, which may result in the dissolution of
our company.




We
have a limited operating history and if we are not successful in continuing to
grow our business, then we may have to scale back or even cease our ongoing
business operations.




We have a
limited operating history on which to base an evaluation of our business and
prospects. Our prospects must be considered in light of the risks,
uncertainties, expenses and difficulties frequently encountered by companies
seeking to acquire or establish a new business opportunity. Some of these risks
and uncertainties relate to our ability to identify, secure and complete an
acquisition of a suitable business opportunity.




We cannot
be sure that we will be successful in addressing these risks and uncertainties
and our failure to do so could have a materially adverse effect on our financial
condition. In addition, our operating results are dependent to a large degree
upon factors outside of our control. There are no assurances that we will be
successful in addressing these risks, and failure to do so may adversely affect
our business.




It is
unlikely that we will generate any or significant revenues while we seek a
suitable business opportunity. Our short and long-term prospects depend upon our
ability to select and secure a suitable business opportunity. In order for us to
make a profit, we will need to successfully acquire a new business opportunity
in order to generate revenues in an amount sufficient to cover any and all
future costs and expenses in connection with any such business opportunity. Even
if we become profitable, we may not sustain or increase our profits on a
quarterly or annual basis in the future.




5




Scarcity
of and competition for business opportunities and combinations, place our
company at a competitive disadvantage in identifying possible business
opportunities and successfully completing a business combination.




We are,
and will continue to be, an insignificant participant amongst numerous other
companies seeking a suitable business opportunity or business combination. A
large number of established and well-financed entities, including venture
capital firms, are actively seeking suitable business opportunities or business
combinations, which may also be desirable target candidates for us. Virtually
all such entities have significantly greater financial resources, technical
expertise and managerial capabilities than we do. We are, consequently, at a
competitive disadvantage in identifying possible business opportunities and
successfully completing a business combination. We will also compete with
numerous other small public companies seeking suitable business opportunities or
business combinations.




The
success of a potential merger or combination will depend to a great extent on
the operations, financial condition and management of any identified business
opportunity.




The
success of a potential merger or combination will depend to a great extent on
the operations, financial condition and management of any identified business
opportunity. While management intends to seek business opportunities and/or
business combinations with entities which have established operating histories,
there is no assurance that we will successfully locate business opportunities
meeting such criteria. In the event that we complete a business combination or
otherwise acquire a business opportunity, the success of our operations may be
dependent upon management of the successor firm or venture partner firm,
together with a number of other factors beyond our control.




We have
no arrangement, agreement, or understanding with respect to acquiring a business
opportunity or engaging in a business combination with any private entity.
Accordingly, we may enter into a business combination with a business
opportunity having no significant operating history, losses, limited or no
potential for earnings, limited assets, negative net worth or other negative
characteristics.




Although
we have entered into preliminary negotiations with prospective business
entities, we have not entered into any formal written agreements for a business
combination or opportunity. There can be no assurance that we will successfully
identify and evaluate suitable business opportunities or conclude a business
combination. There is no assurance that we will be able to negotiate the
acquisition of a business opportunity or a business combination on terms
favorable to us. We have not established a specific length of operating history
or a specified level of earnings, assets, net worth or other criteria which we
will require a target business opportunity to have achieved, and without which
we would not consider a business combination in any form with such business
opportunity. Accordingly, we may enter into a business combination with a
business opportunity having no significant operating history, losses, limited or
no potential for earnings, limited assets, negative net worth or other negative
characteristics.




Probable
change in control and management may reduce or eliminate the participation of
our present officers and directors in the future affairs of our
company.




A
business combination or acquisition of a business opportunity involving the
issuance of our common shares may result in new or incoming shareholders
obtaining a controlling interest in our company. Any such business combination
or acquisition of a business opportunity may require management of our company
to sell or transfer all or a portion of the common shares in the capital of our
company that they hold or resign as members of our Board of Directors. The
resulting change in our control could result in removal of one or more of our
present officers and directors, and a corresponding reduction in, or elimination
of, their participation in the future affairs of our company.




Requirement
of audited financial statements may disqualify a business
opportunity.




Management
believes that any potential business opportunity or target company must provide
audited financial statements for review and for the protection of all parties to
the business acquisition or combination. One or more attractive business
opportunities may forego a business combination with us rather than incur the
expenses associated with preparing audited financial statements.




6




A
failure to manage growth effectively could have a materially adverse effect on
our business.




Our
ability to achieve any growth upon the acquisition of a suitable business
opportunity or business combination will be dependent upon a number of factors
including, but not limited to, our ability to hire, train and assimilate
management and other employees and the adequacy of our financial resources. In
addition, there can be no assurance that we will be able to manage successfully
any business opportunity or business combination. Failure to manage anticipated
growth effectively and efficiently could have a materially adverse effect on our
business.




RISKS
ASSOCIATED WITH OUR COMMON STOCK




Difficulty
for Seaospa stockholders to resell their stock due to a limited public trading
market.




There is
a very limited public trading market for our common stock, and it is unlikely
that an active public trading market can be established or sustained in the
foreseeable future. Until there is an established trading market, holders of our
common stock may find it difficult to sell their stock or to obtain accurate
quotations for the price of the common stock. If a market for our common stock
does develop, our stock price may be volatile.




Broker-dealers
may be discouraged from effecting transactions in our shares because they are
considered penny stocks and are subject to the penny stock rules.




Rules
15g-1 through 15g-9 promulgated under the Securities Exchange Act of 1934 impose
sales practice and disclosure requirements on FINRA broker-dealers who make a
market in “penny stocks”. A penny stock generally includes any non-Nasdaq equity
security that has a market price of less than $5.00 per share. Purchases and
sales of our shares will be generally facilitated by FINRA broker-dealers who
act as market makers for our shares. The additional sales practice and
disclosure requirements imposed upon broker-dealers may discourage
broker-dealers from effecting transactions in our shares, which could severely
limit the market liquidity of the shares and impede the sale of our shares in
the secondary market.




Under the
penny stock regulations, a broker-dealer selling penny stock to anyone other
than an established customer or “accredited investor” (generally, an individual
with net worth in excess of $1,000,000 or an annual income exceeding $200,000,
or $300,000 together with his or her spouse) must make a special suitability
determination for the purchaser and must receive the purchaser’s written consent
to the transaction prior to sale, unless the broker-dealer or the transaction is
otherwise exempt.




In
addition, the penny stock regulations require the broker-dealer to deliver,
prior to any transaction involving a penny stock, a disclosure schedule prepared
by the Commission relating to the penny stock market, unless the broker-dealer
or the transaction is otherwise exempt. A broker-dealer is also required to
disclose commissions payable to the broker-dealer and the registered
representative and current quotations for the securities. Finally, a
broker-dealer is required to send monthly statements disclosing recent price
information with respect to the penny stock held in a customer’s account and
information with respect to the limited market in penny stocks.




We
are subject to the periodic reporting requirements of the securities exchange
act of 1934, which requires us to incur audit fees and legal fees in connection
with the preparation of such reports. These additional costs negatively affect
our ability to earn a profit.




In order
to comply with these requirements, our independent registered auditors have to
review our financial statements on a quarterly basis and audit our financial
statements on an annual basis. Moreover, our legal counsel has to review and
assist in the preparation of such reports. The incurrence of these costs is an
expense to our operations and they have a negative effect on our ability to meet
our overhead requirements and earn a profit.




FINRA
sales practice requirements may limit a stockholder’s ability to buy and sell
our stock.




FINRA has
adopted rules that require that in recommending an investment to a customer, a
broker-dealer must have reasonable grounds for believing that the investment is
suitable for that customer. Prior to recommending speculative low priced
securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customer’s financial status,
tax status, investment objectives and other information. Under interpretations
of these rules, FINRA believes that there is a high probability that speculative
low priced securities will not be suitable for at least some customers. FINRA
requirements make it more difficult for broker-dealers to recommend that their
customers buy our common stock, which may have the effect of reducing the level
of trading activity in our common stock. As a result, fewer broker-dealers may
be willing to make a market in our common stock, reducing a stockholder’s
ability to resell shares of our common stock.




7




Our
insiders beneficially own a significant portion of our stock, and accordingly,
may have control over stockholder matters, the company’s business and
management.




As of
March 3, 2010, our executive officers and directors beneficially own 3,000,000
shares of our common stock in the aggregate, or approximately 61.60% of our
issued and outstanding common stock. Mr. Yakov Terner, our President, Treasurer
and a Director, owns 1,500,000 shares of our common stock, or approximately
30.80%, and Mr. Yossi Benitah, our Secretary and a Director, owns 1,500,000
shares of our common stock, or approximately 30.80%. As a result, our executive
officers, directors and affiliated persons will have significant influence
to:




·
            elect
      or defeat the election of our
directors;




·
            amend
      or prevent amendment of our articles of incorporation or
      bylaws;




·
            effect
      or prevent a merger, sale of assets or other corporate transaction;
      and




·
            affect
      the outcome of any other matter submitted to the stockholders for
      vote.




Moreover,
because of the significant ownership position held by our insiders, new
investors will not be able to effect a change in the Company’s business or
management, and therefore, shareholders would be subject to decisions made by
management and the majority shareholders.




In
addition, sales of significant amounts of shares held by our directors and
executive officers, or the prospect of these sales, could adversely affect the
market price of our common stock. Management’s stock ownership may discourage a
potential acquirer from making a tender offer or otherwise attempting to obtain
control of us, which in turn could reduce our stock price or prevent our
stockholders from realizing a premium over our stock price.




Because
we do not intend to pay any dividends on our common stock, holders of our common
stock must rely on stock appreciation for any return on their
investment.




There are
no restrictions in our Articles of Incorporation or Bylaws that prevent us from
declaring dividends. The Nevada Revised Statutes, however, do prohibit us from
declaring dividends where, after giving effect to the distribution of the
dividend we would not be able to pay our debts as they become due in the usual
course of business; or our total assets would be less than the sum of our total
liabilities plus the amount that would be needed to satisfy the rights of
shareholders who have preferential rights superior to those receiving the
distribution. We have not declared or paid any dividends on our common stock
since our inception, and we do not anticipate paying any such dividends for the
foreseeable future. Accordingly, holders of our common stock will have to rely
on capital appreciation, if any, to earn a return on their investment in our
common stock.




Additional
issuances of our shares of common stock may result in immediate dilution to
existing shareholders.




We are
authorized to issue up to 100,000,000 shares of common stock, of which 4,869,918
shares are issued and outstanding. Our Board of Directors has the authority to
cause us to issue additional shares of common stock, and to determine the
rights, preferences and privilege of such shares, without consent of any of our
stockholders. We may issue shares in connection with financing arrangements or
otherwise. Any such issuances will result in immediate dilution to our existing
shareholders’ interests, which will negatively affect the value of your
shares.




ITEM
      1B.
            UNRESOLVED
      STAFF COMMENTS.




Not
applicable.




ITEM
      2.
            PROPERTIES.




We do not
own interests any real property. Mr. Yakov Terner, our President, Treasurer and
Director, has provided us with 500 sq ft of furnished office space located at
Kiryat Yam, Israel free of charge for at least the next 12 months. This location
currently serves as our primary office for planning and implementing our
business plan. This space is currently sufficient for our purposes, and we
expect it to be sufficient for the foreseeable future.




8




ITEM
      3.
            LEGAL
      PROCEEDINGS.




We know
of no existing or pending legal proceedings against us, nor are we involved as a
plaintiff in any proceeding or pending litigation. There are no proceedings in
which any of our directors, officers or any of their respective affiliates, or
any beneficial stockholder, is an adverse party or has a material interest
adverse to our interest. Our address for service of process in Nevada is
EastBiz.com, Inc., 5348 Vegas Dr., Las Vegas, NV 89108 USA




ITEM
      4.
            SUBMISSION OF
      MATTERS TO A VOTE OF SECURITY
HOLDERS




None.




PART II




ITEM
      5.
            MARKET
      FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASES OF EQUITY SECURITIES.




There is
no established public market for our shares of common stock. Our common stock is
presently not traded on any market or securities exchange and we have not
applied for listing or quotation on any public market.




Holders




On October
13, 2009, there were 42 holders of record of our common stock.




Dividend
Policy




As of the
date of this Annual Report, we have not paid any cash dividends to stockholders.
The declaration of any future cash dividend will be at the discretion of our
Board of Directors and will depend upon our earnings, if any, our capital
requirements and financial position, our general economic and other pertinent
conditions. It is our present intention not to pay any cash dividends in the
foreseeable future, but rather to reinvest earnings, if any, into our
business.




Securities
authorized for issuance under equity compensation plans




We do not
have any equity compensation plans.




Recent
Sales of Unregistered Securities




Since
inception, we have issued unregistered securities to the persons, as described
below. None of these transactions involved any underwriters, underwriting
discounts or commissions or any public offering, and we believe that each
transaction was exempt from the registration requirements of the Securities Act
of 1933, as amended (the “Securities Act”) by virtue of Section 4(2) thereof, or
Regulation D or Regulation S promulgated thereunder. All recipients had adequate
access, through their relationships with us, to information about
us.




On
December 2, 2007, pursuant to the terms of a subscription agreement, we sold
1,500,000 shares of our common stock to Mr. Yakov Terner, our President,
Treasurer and a director, for cash payment to us of $450. We believe this
issuance was deemed to be exempt under Regulation S of the Securities Act, as no
advertising or general solicitation was employed in offering the securities, the
offering and sale was made only to Mr. Yakov Terner who is a non-U.S. citizen,
and transfer was restricted by us in accordance with the requirements of the
Securities Act.




On
December 2, 2007 pursuant to the terms of a subscription agreement, we sold
1,500,000 shares of our common stock to Mr. Yossi Benitah, our Secretary 
and a director, for cash payment to us of $450. We believe this issuance was
deemed to be exempt under Regulation S of the Securities Act, as no advertising
or general solicitation was employed in offering the securities, the offering
and sale was made only to Mr. Yossi Benitah who is a non-U.S. citizen, and
transfer was restricted by us in accordance with the requirements of the
Securities Act.




On
November 20, 2008, we issued and sold an aggregate of 1,869,918 shares of our
common stock to 42 non-US seed capital investors at a purchase price of $0.03
per share, without registration under the Securities Act, for total gross
proceeds of $56,098. These shares were sold pursuant to subscription agreements
accepted on November 20, 2008. We completed this offering pursuant to Regulation
S of the Securities Act. We believed that this exemption from registration was
available as each purchaser represented to us that they were a non-U.S. person
as defined in Regulation S, and we did not engage in distribution of these
shares in the United States.




9




ITEM
      6.
            SELECTED
      FINANCIAL DATA.




Not
Applicable.




ITEM
      7.
            MANAGEMENT’S DISCUSSION AND ANALYSIS OF
      FINANCIAL CONDITION AND RESULTS OF
  OPERATIONS.




The
following discussion should be read in conjunction with our audited financial
statements and the related notes that appear elsewhere in this Annual Report.
The following discussion contains forward-looking statements that reflect our
plans, estimates and beliefs. Our actual results could differ materially from
those discussed in the forward looking statements. Factors that could cause or
contribute to such differences include those discussed below and elsewhere in
this Annual Report.
  Our audited financial statements are
stated in United States dollars and are prepared in accordance with United
States generally accepted accounting principles (“U.S.
GAAP”).
  Overview




We are an early stage company with limited
operations and no, or minimal, revenues from our business operations. We were
incorporated under the laws of the state of Nevada on November 2, 2007. We are
engaged in the marketing of skin care, hair care and body treatment products.
Currently we are focusing on marketing of Dead Sea products from Israel. The
Company operates its own retail online store where we sell our products direct
to consumers at www.seaospa.com. We intend to open and operate an eBay store in
addition to our own online store within the next twelve months. Our target
market is adults of 18 years of age and up.




We have
two executive officers who also serve as our directors. Mr. Terner, our
President, Treasurer and a Director, resides in Israel. He has fourteen years of
experience marketing and distributing Dead Sea products from Israel in Romania.
Mr. Yossi Benitah, our Secretary and a Director, resides in Israel. He has
thirty years of experience as an entrepreneur operating an electrical services
company in Israel. Neither of our officers lives in Nevada, the state of our
incorporation, or the United States.




From
November 2, 2007 (inception) to December 31, 2009, we have incurred accumulated
net losses of $36,568 Our auditors have issued a going concern opinion. This
means that our auditors believe there is substantial doubt as to whether we can
continue as an ongoing business for the next twelve months.




Liquidity
and Capital Resources




To date,
we have had negative cash flows from operations and we have been dependent on
sales of our equity securities to meet our cash requirements. We expect this to
continue for the foreseeable future. We anticipate that we will have negative
cash flows from operations in the next twelve month period.




As of
December 31, 2009, we had cash of $20,844, representing a net decrease in cash
of $28,384 since December 31, 2008.




Cash
generated by financing activities during the year ended December 31, 2009
amounted to $0. Cash used in operating activities amounted to $28,384, mainly
resulting from a net loss of $28,798 and adjusted by accounts payable of $414.
Cash generated by financing activities during the year ended December 31, 2008
amounted to $56,098 and related to proceeds from issuance of common stock. Cash
used in operating activities during the year ended December 31, 2008 amounted to
$6,870, represented by a net loss of $6,870.




Because
no remaining cash and not generated any revenue from our business we need to
raise additional funds for the future development of our business and to respond
to unanticipated requirements or expenses, or to fund the identification,
evaluation and combination or merger with a suitable business
opportunity.




10


Other
than limited loans from our director to continue with our statutory requirements
for the next 12 months, we do not currently have any arrangements for financing
and we can provide no assurance to investors we will be able to find such
financing. There can be no assurance that additional financing will be available
to us, or on terms that are acceptable. Consequently, we may not be able to
proceed with our intended business plans and our business will then likely
fail.




Working
Capital




As at
                
                
                As atDecember 31,
                
                
                December 31,2009
                
                
                2008Current
      Assets
                
                $
                20,844
                
                
                $
                49,228Current
      Liabilities
                
                
                414
                
                
                
                -Working
      Capital
                
                $
                20,430
                
                
                $
                49,228




Working
capital has decreased from $49,228 at December 31, 2008 to $20,430 at December
31, 2009 due to an overall increase in our activity.




Cash
Flows




Year Ended
                
                
                Year EndedDecember
                  31,
                
                
                December
                  31,2009
                
                
                2008Net
      cash used in Operating Activities
                
                $
                (28,384
                )
                
                $
                (6,870
                )Net
      cash used in Investing Activities
                
                
                -
                
                
                
                -Net
      cash provided by Financing Activities
                
                
                -
                
                
                
                56,098Increase
      (Decrease) in Cash during the Year
                
                $
                (28,384
                )
                
                $
                49,228Cash,
      Beginning of Year
                
                
                49,228
                
                
                
                -Cash,
      End of Year
                
                $
                20,844
                
                
                $
                49,228




During
the year ended December 31, 2009 and year ended December 31, 2008:




(i)
            Our
      net cash used in operating activities of $28,506 in December 31, 2009 and
      December 31, 2008 of $6,870 is associated with overall increase in our
      activity.




(ii)
            Our
      net cash from financing  activities was $0 in 2009, December 31,
      2008 was $56,098, these funds were raised pursuant to private placement of
      our securities.




Plan
of Operations and Cash Requirements over the Next 12 Months




The
following discussion of the plan of operation, financial condition, results of
operations, cash flows and changes in financial position of our Company should
be read in conjunction with our most recent financial statements and notes
appearing elsewhere in this Form 10-K.




Our
immediate priority is to either secure suitable financing to continue with our
existing business or change our business and conclude a merger, acquisition or
combination with a business prospect. This is critical to ensure our survival
and to preserve our shareholder’s investment in our common shares. At this stage
in our operations, we believe either course is acceptable, as our operations
have not been profitable and our company will fail without further significant
financing. We currently have a small working capital deficiency including what
we owe to our director. Our director has indicated that he is willing to lend
our company minimum funds to enable us meet our statutory corporate and
reporting obligations for the next 12 months through unsecured, no interest
loans.




11




Anticipated
Cash Requirements




The
following chart provides an overview of our budgeted expenditures by significant
area of activity over the next 12 months.




Estimated Expenses for the Next Twelve Month
      PeriodCash
      Operating ExpensesLegal/Accounting
                  
                  $
                  15,000Graphic
      & Web Designer
                  
                  $
                  10,000eBay
      Premium Store + Ecommerce Store
                  
                  $
                  1,500Advertising/
      Marketing
                  
                  $
                  14,000Inventory
                  
                  $
                  12,000Office Supply & Misc.
                  
                  $
                  2,000Total
                  
                  $
                  54,500




Concurrent
with our search for additional financing for our existing business, we are also
actively seeking business opportunities with established business entities for
the merger of a target business with our company. In certain instances, a target
business may wish to become a subsidiary of our company or may wish to
contribute assets to our company rather than merge. We anticipate that any new
acquisition or business opportunities by our company will require additional
financing and that we will close our existing business. There can be no
assurance, however, that we will be able to acquire the financing necessary to
enable us to pursue this new plan. If our company requires additional financing
and we are unable to acquire such funds, our business may fail.




We may
seek a business opportunity with entities who have recently commenced
operations, or entities who wish to utilize the public marketplace in order to
raise additional capital in order to expand business development activities, to
develop a new product or service, or for other corporate purposes. We may
acquire assets and establish wholly-owned subsidiaries in various businesses or
acquire existing businesses as subsidiaries.




At this
stage, we cannot quantify what additional financing we will require to complete
a combination or merger with another business opportunity, or whether the
opportunity’s operations will be profitable.




Results
of Operations for year ended December 31, 2009 and December 31,
2008.




The
following summary should be read in conjunction with our audited financial
statements for the years ended December  31, 2009 and Inception to
December 31, 2008 included herein.




Year
      Ended
                  
                  
                  Year
      EndedDecember
      31,
                  
                  
                  December
      31,2009
                  
                  
                  2008Sales
                  
                  $
                  Nil
                  
                  
                  $
                  2,476Cost
      of Goods Sold
                  
                  
                  -
                  
                  
                  
                  1,775Gross
      Profit
                  
                  Nil
                  
                  
                  
                  701ExpensesFiling
      Fees
                  
                  $
                  2,760
                  
                  
                  $
                  290General
      and administrative
                  
                  
                  15,038
                  
                  
                  
                  152Professional
      fees
                  
                  
                  11,000
                  
                  
                  
                  7,129Total
      expenses
                  
                  $
                  28,798
                  
                  
                  $
                  7,571Net
      Loss
                  
                  $
                  (28,798
                  )
                  
                  $
                  (6,870
                  )




Revenue




We had
non significant revenue of $2,476 for the year ended December 31, 2008 and no
revenue for the year ended December 31, 2009.




12




Expenses




Our
operating expenses for the year ended December 31, 2009 were $28,798 compared to
$7,571 in 2008. This net increase of $21,227 was primarily due to an overall
increase in our activity and increased expenses as a result of becoming an SEC
reporting company during the second quarter of fiscal 2009. Significant figures
include:




·
            $3,871
      increase in professional fees




·
            $2,470
      increase in filing fees




·
            $14,886
      increase in general and
administrative




Going
Concern




Our
independent auditors included an explanatory paragraph in their report on the
accompanying financial statements expressing concerns about our ability to
continue as a going concern. Our financial statements contain additional note
disclosures describing the circumstances that lead to this disclosure by our
independent auditors.




Critical Accounting Policies and
Estimates




Our
financial statements and accompanying notes are prepared in accordance with U.S.
GAAP. Preparing financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenue,
and expenses. These estimates and assumptions are affected by management’s
application of accounting policies. We believe that understanding the basis and
nature of the estimates and assumptions involved with the following aspects of
our financial statements is critical to an understanding of our
financials.




Earnings
Per Share




The basic
earnings (loss) per share is calculated by dividing our net income available to
common shareholders by the weighted average number of common shares during the
year. The diluted earnings (loss) per share is calculated by dividing our net
income (loss) available to common shareholders by the diluted weighted average
number of shares outstanding during the year. The diluted weighted average
number of shares outstanding is the basic weighted number of shares adjusted as
of the first of the year for any potentially dilutive debt or
equity.




Dividends




We have
not yet adopted any policy regarding payment of dividends. No dividends have
been paid during the periods shown.




Cash
Equivalents




We
consider all highly liquid investments with maturity of three months or less
when purchased to be cash equivalents.




Income
Taxes




We
provide for income taxes according to FASB ASC 740.




FASB ASC
740-10-30 requires the reduction of deferred tax assets by a valuation allowance
if, based on the weight of available evidence, it is more likely than not that
some or all of the deferred tax assets will not be realized. No provision for
income taxes is included in the statement due to its immaterial amount, net of
the allowance account, based on the likelihood that we will utilize the loss
carry-forward.




Use
of Estimates




The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America 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 revenue and expenses during
the reporting period. Actual results could differ from those
estimates.




13




Off-Balance
Sheet Arrangements




We have
no significant off-balance sheet arrangements that have or are reasonably likely
to have a current or future effect on our financial condition, changes in
financial position, revenues and expenses, results of operations, liquidity,
capital expenditures or capital resources that are material to
stockholders.




ITEM
      7A.
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.




Not
applicable.




14


ITEM
      8.
            FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA.




SEAOSPA,
INC.


(A
DEVELOPMENT STAGE COMPANY)


INDEX TO
FINANCIAL STATEMENTS


DECEMBER
31, 2009 AND DECEMBER 31, 2008




Report
      of Registered Independent Auditors - 2009
                                                16Financial
      Statements-Balance
      Sheets as of December 31, 2009 and 2008
                                                17Statements
      of Operations for the Year Ended December 31, 2009 and December 31, 2008,
      and Cumulative from Inception
                                                18Statement
      of Stockholders’ Equity for the Period from Inception Through December 31,
      2009
                                                19Statements
      of Cash Flows for the Year Ended December 31, 2009 and December 31, 2008,
      and Cumulative from Inception
                                                20Notes
      to Financial Statements
                                                21




15


REPORT OF REGISTERED INDEPENDENT
AUDITORS – DECEMBER 31, 2009




To the
Board of Directors and Stockholders


of
SeaOspa, Inc.:




We have
audited the accompanying balance sheets of SeaOspa, Inc. (a Nevada corporation
in the development stage) as of December 31, 2009 and 2008, and the related
statements of operations, stockholders’ equity, and cash flows for the years
ended December 31, 2009 and 2008, and from inception (November 2, 2007) through
December 31, 2009. 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 standards of the Public Company
Accounting Oversight Board (United States of America). 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.




In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of SeaOspa, Inc. as of December 31,
2009 and 2008, and the results of its operations and its cash flows for the
years ended December 31, 2009 and 2008, and from inception (November 2, 2007)
through December 31, 2009, in conformity with accounting principles generally
accepted in the United States of America.




The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 4 to the financial
statements, the Company is in the development stage, and has not established any
source of revenue to cover its operating costs. As such, it has incurred an
operating loss since inception. Further, as of December 31, 2009, the cash
resources of the Company were insufficient to meet its planned business
objectives. These and other factors raise substantial doubt about the Company’s
ability to continue as a going concern. Management’s plan regarding these
matters is also described in Note 4 to the financial statements. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.




Respectfully
submitted,





/s/ Alan
Weinberg CPA





Alan
Weinberg CPA


Baltimore,
Maryland


February
25, 2010




16


SEAOSPA,
INC.


(A
Development Stage Company)


BALANCE
SHEETS




December
      31,
                  2009
              
              
              December
      31,
                  2008ASSETSCurrent
      AssetsCash
      in bank
              
              $
              20,844
              
              
              $
              49,228Total
      current assets
              
              $
              20,844
              
              
              $
              49,228Total
      Assets
              
              $
              20,844
              
              
              $
              49,228LIABILITIES AND STOCKHOLDERS’
      EQUITYCurrent
      LiabilitiesAccounts
      payable
              
              $
              414
              
              
              $
              -Total
      current liabilities
              
              $
              414
              
              
              $
              -Stockholders’
      EquityPreferred
      Stock, par value $0.0001 per share,50,000,000
      shares authorized, none outstandingCommon
      Stock, par value $0.0001 per share,100,000,000
      shares authorized, 4,869,918 sharesissued
      and outstanding
              
              
              487
              
              
              
              487Additional
      paid-in capital
              
              
              56,511
              
              
              
              56,511(Deficit)
      accumulated during the development stage
              
              
              (36,568
              )
              
              
              (7,770
              )Total
      stockholders’ equity
              
              
              20,430
              
              
              
              49,228Total
      Liabilities and Stockholders’ Equity
              
              $
              20,844
              
              
              $
              49,228





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




17


SEAOSPA,
INC.


(A
Development Stage Company)





STATEMENTS
OF OPERATIONS




Year Ended
                  
                  
                  November 2, 2007
                    (Inception) ToDecember 31,
                  
                  
                  December 31,2009
                  
                  
                  2008
                  
                  
                  2009Sales
                  
                  $
                  -
                  
                  
                  $
                  2,476
                  
                  
                  $
                  2,476Cost
      of Goods Sold
                  
                  
                  -
                  
                  
                  
                  1,775
                  
                  
                  
                  1,775Gross
      Profit
                  
                  
                  -
                  
                  
                  
                  701
                  
                  
                  
                  701Operating
      ExpensesProfessional
      fees
                  
                  
                  11,000
                  
                  
                  
                  7,129
                  
                  
                  
                  18,129Filing
      Fees
                  
                  
                  2,760
                  
                  
                  
                  290
                  
                  
                  
                  3,050General
      and Administrative
                  
                  
                  15,038
                  
                  
                  
                  152
                  
                  
                  
                  15,190Organization
      Cost
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  900Total
      Operating Expenses
                  
                  
                  28,798
                  
                  
                  
                  7,571
                  
                  
                  
                  37,269Loss
      before income taxes
                  
                  $
                  (28,798
                  )
                  
                  $
                  (6,870
                  )
                  
                  $
                  (36,568
                  )Provision
      for Income Taxes
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Net
      (Loss)
                  
                  $
                  (28,798
                  )
                  
                  $
                  (6,870
                  )
                  
                  $
                  (36,568
                  )Basic
      and Diluted(Loss)
      per Common Shares
                  
                  
                  a
                  
                  
                  
                  aWeighted
      AverageNumber
      of Common shares
                  
                  
                  4,869,918
                  
                  
                  
                  3,215,169a=Less
      than ($0.01) per share





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


18


SEAOSPA,
INC.


(A
Development Stage Company)





STATEMENT
OF STOCKHOLDERS’ EQUITY




Common
      Stock
              
              
              Paid
      in
              
              
              Accumulated
              
              
              TotalShares
              
              
              Amount
              
              
              Capital
              
              
              Deficit
              
              
              Equity#
              
              
              $
              
              
              $
              
              
              $
              
              
              $Inception
      November 2, 2007Common
      stock issued to Directors
              
              
              3,000,000
              
              
              
              300
              
              
              
              600
              
              
              
              
              
              
              
              900For
      cash November 2, 2007 @ $0.0003Per
      ShareNet
      loss for the year
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (900
              )
              
              
              (900
              )Balance,
      December 31, 2007
              
              
              3,000,000
              
              
              
              300
              
              
              
              600
              
              
              
              (900
              )
              
              
              -Private
      placement closed on
              
              
              1,869,918
              
              
              
              187
              
              
              
              55,911
              
              
              
              
              
              
              
              56,098November
      20, 2008 @ 0.03 per shareNet
      loss for the year
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (6,870
              )
              
              
              (6,870
              )Balance,
      December 31, 2008
              
              
              4,869,918
              
              
              
              487
              
              
              
              56,511
              
              
              
              (7,770
              )
              
              
              49,228Net
      loss for the period
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (28,798
              )
              
              
              (28,798
              )Balance,
      December 31, 2009
              
              
              4,869,918
              
              
              
              487
              
              
              
              56,511
              
              
              
              (36,568
              )
              
              
              20,430





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




19


SEAOSPA,
INC.


(A
Development Stage Company)





STATEMENTS
OF CASH FLOWS





November
      2, 2007Year
      Ended
                    
                    
                    (Inception)
      ToDecember
      31,
                    
                    
                    December
      31,2009
                    
                    
                    2008
                    
                    
                    2009Operating
      ActivitiesNet
      (Loss)
                    
                    $
                    (28,798
                    )
                    
                    $
                    (6,870
                    )
                    
                    $
                    (36,568
                    )Adjustments
      To Reconcile Net LossNet
      Cash Used By Operating Activities
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Accounts
      receivable - Director
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Accounts
      payable and accrued liabilities
                    
                    
                    414
                    
                    
                    
                    -
                    
                    
                    
                    414Net
      Cash (Used) by Operating Activities
                    
                    
                    (28,384
                    )
                    
                    
                    (6,870
                    )
                    
                    
                    (36,154
                    )FINANCING
      ACTIVITIESProceeds
      from issuance of common stock
                    
                    $
                    -
                    
                    
                    $
                    56,098
                    
                    
                    $
                    56,998Cash
      Provided by Financing Activities
                    
                    
                    -
                    
                    
                    
                    56,098
                    
                    
                    
                    56,998Net
      Increase (Decrease) in Cash
                    
                    
                    (28,384
                    )
                    
                    
                    49,228
                    
                    
                    
                    20,844Cash,
      Beginning of Period
                    
                    
                    49,228
                    
                    
                    
                    -
                    
                    
                    
                    -Cash,
      End of Period
                    
                    $
                    20,844
                    
                    
                    $
                    49,228
                    
                    
                    $
                    20,844





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




20


SEAOSPA,
INC.


(Development
Stage Company)




NOTES
TO FINANCIAL STATEMENTS


December  31,
2009




NOTE
      1.
            ORGANIZATION
      AND DESCRIPTION OF BUSINESS




The
Company was incorporated under the laws of the state of Nevada on November 2,
2007. The Company has limited operations and is considered a development stage
company. As a development stage enterprise, the Company discloses the deficit
accumulated during the development stage and the cumulative statements of
operations and cash flows from inception to the current balance sheet
date.




The
business plan of the Company is to purchase and distribute Dead Sea skin and
hair care products from Israel. At this stage, the only operations are the
development of our website and business plan.




NOTE
      2.
            SUMMARY
      OF SIGNIFICANT ACCOUNTING PRACTICES




Basis
of Accounting




The
Company’s financial statements are prepared using the accrual method of
accounting. The Company has elected a December 31 fiscal year end.




Earnings
per Share




Basic
earnings (loss) per share amounts are computed by dividing the net income (loss)
by the weighted average number of common shares outstanding. Diluted earnings
(loss) per share are the same as basic earnings (loss) per share due to the lack
of dilutive items in the Company.




Cash
Equivalents




The
Company considers all highly liquid investments with maturity of three months or
less when purchased to be cash equivalents.




Estimated
Fair Value of Financial Instruments




The
carrying value of the Company’s financial instruments, consisting of accounts
payable and accrued liabilities, approximates their fair value due to the
short-term maturity of such instruments. Unless otherwise noted, it is
management’s opinion that the Company is not exposed to significant interest,
currency or credit risks arising from these financial statements.




Revenue
Recognition




The
Company recognizes revenues when delivery of goods or completion of services has
occurred provided there is persuasive evidence of an agreement, acceptance has
been approved by its customers, the fee is fixed or determinable based on the
completion of stated terms and conditions, and collection of any related
receivable is probable.




Cost
of Sales




Cost of
sales consists of merchandise and shipping costs,




Income
Taxes




A
deferred tax asset or liability is recorded for all temporary differences
between financial and tax reporting and net operating loss carry forwards.
Deferred tax expense (benefit) results from the net change during the year of
deferred tax assets and liabilities.




Deferred
tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. Deferred tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on the date of
enactment.




21




Use
of Estimates




The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America 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 revenue and expenses during
the reporting period. Actual results could differ from those
estimates.




Software
Development Costs




Software
development costs represent capitalized costs of design, configuration, coding,
installation and testing of the Company’s website up to its initial
implementation. Upon implementation, the asset will be amortized to expense over
its estimated useful life of three years using the straight-line method. Ongoing
website post-implementation costs of operation, including training and
application maintenance, will be charged to expense as incurred.




Recent
Accounting Pronouncements




In April
2009, the FASB issued FSP No. FAS 157-4, “Determining Fair Value When the Volume
and Level of Activity for the Asset or Liability Have Significantly Decreased
and Identifying Transactions That Are Not Orderly” (“FSP FAS 157-4”), codified
in FASB ASC 820-10-65, which provides additional guidance for estimating fair
value in accordance with ASC 820-10 when the volume and level of activity for an
asset or liability have significantly decreased. ASC 820-10-65 also includes
guidance on identifying circumstances that indicate a transaction is not
orderly. The adoption of ASC 820-10-65 did not have an impact on the Company’s
results of operations or financial condition.




In May
2009, the FASB issued SFAS No. 165, “Subsequent Events” (“SFAS 165”) codified in
FASB ASC 855-10-05, which provides guidance to establish general standards of
accounting for and disclosures of events that occur after the balance sheet date
but before financial statements are issued or are available to be issued. FASB
ASC 855-10-05 also requires entities to disclose the date through which
subsequent events were evaluated as well as the rationale for why that date was
selected. FASB ASC 855-10-05 is effective for interim and annual periods ending
after June 15, 2009. FASB ASC 855-10-05 requires that public entities evaluate
subsequent events through the date that the financial statements are
issued.




In June
2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial
Assets - an amendment of FASB Statement No. 140” (“SFAS 166”), codified as FASB
ASC 860, which requires entities to provide more information regarding sales of
securitized financial assets and similar transactions, particularly if the
entity has continuing exposure to the risks related to transferred financial
assets. FASB ASC 860 eliminates the concept of a “qualifying special-purpose
entity,” changes the requirements for derecognizing financial assets and
requires additional disclosures. FASB ASC 860 is effective for fiscal years
beginning after November 15, 2009. The adoption of FASB ASC 860 did not have an
impact on the Company’s financial condition, results of operations or cash
flows.




In June
2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No.
46(R)” (“SFAS 167”), codified as FASB ASC 810-10, which modifies how a company
determines when an entity that is insufficiently capitalized or is not
controlled through voting (or similar rights) should be consolidated. FASB ASC
810-10 clarifies that the determination of whether a company is required to
consolidate an entity is based on, among other things, an entity’s purpose and
design and a company’s ability to direct the activities of the entity that most
significantly impact the entity’s economic performance. FASB ASC 810-10 requires
an ongoing reassessment of whether a company is the primary beneficiary of a
variable interest entity. FASB ASC 810-10 also requires additional disclosures
about a company’s involvement in variable interest entities and any significant
changes in risk exposure due to that involvement. FASB ASC 810-10 is effective
for fiscal years beginning after November 15, 2009. The adoption of FASB ASC
810-10 did not have an impact on the Company’s financial condition, results of
operations or cash flows.




In June
2009, the FASB issued FASB ASC 105, Generally Accepted Accounting Principles,
which establishes the FASB Accounting Standards Codification as the sole source
of authoritative generally accepted accounting principles. Pursuant to the
provisions of FASB ASC 105, we have updated references to GAAP in our financial
statements. The adoption of FASB ASC 105 did not impact the Company’s financial
position or results of operations.




22




NOTE
      3.
            ADVERTISING




The
Company’s policy regarding advertising is to expense advertising when incurred.
The Company had not incurred any advertising expense as of December 31,
2009.




NOTE
      4.
            GOING
      CONCERN




The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. The Company has net losses for the period from
November 2, 2007 (inception) to December 31, 2009 of $36,568. This condition
raises substantial doubt about the Company’s ability to continue as a going
concern. The Company’s continuation as a going concern is dependent on its
ability to meet its obligations, to obtain additional financing as may be
required and ultimately to attain profitability. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.




Management
is planning to raise additional funds through debt or equity offerings. There
can be no assurance that debt or equity financing will be available to the
Company on acceptable terms or at all, and there is no guarantee that the
Company will be successful in these efforts.




NOTE5.
            RELATED
      PARTY TRANSACTIONS




The
officers and directors of the Company are involved in other business activities
and may, in the future, become involved in other business opportunities. If a
specific business opportunity becomes available, such persons may face a
conflict in selecting between the Company and their other business interests.
The Company has not formulated a policy for the resolution of such
conflicts.




As
described in Note 8, on November 2, 2007, the Company issued 3,000,000 common
shares to its directors for cash, valued at $0.0003 per share or
$900.




NOTE
      6.
            INCOME
      TAXES




The
Company uses the liability method, where deferred tax assets and liabilities are
determined based on the expected future tax consequences of temporary
differences between the carrying amounts of assets and liabilities for financial
and income tax reporting purposes. During fiscal 2008, the Company incurred net
losses and, therefore, has no tax liability. The net deferred tax asset
generated by the loss carry-forward has been fully reserved. The cumulative net
operating loss carry-forward is $36,568 at December 31, 2009, and will expire in
the year 2029.




As at
December 31, 2009, deferred tax assets consisted of the following:




Net
      operating losses
                  
                  $
                  8,411Less:
      valuation allowance
                  
                  
                  (8,411
                  )Net
      deferred tax asset
                  
                  
                  –




NOTE
      7.
            NET
      OPERATING LOSSES




As of
December 31, 2009, the Company has a net operating loss carry-forward of
approximately $36,568 which will expire 20 years from the date the loss was
incurred.




NOTE
      8.
            STOCKHOLDERS’
      EQUITY




Authorized




The
Company is authorized to issue 100,000,000 shares of $0.0001 par value common
stock and 50,000,000 shares of preferred stock, par value $0.0001. All common
stock shares have equal voting rights, are non-assessable and have one vote per
share. Voting rights are not cumulative and, therefore, the holders of more than
50% of the common stock could, if they choose to do so, elect all of the
directors of the Company.




Issued
and Outstanding




On
November 2, 2007, the Company issued 3,000,000 common shares to its directors
for cash, valued at $0.0003 per share or $900.




23


From
inception (November 2, 2007) until the year ended December 31, 2008, the Company
accepted subscriptions for 1,869,918 shares of common stock from 40 investors
pursuant to a series of private placement transactions which closed on
November  20, 2008. The private placements were not subject to any
minimum investment, and were priced at $0.03 per share, for aggregate gross
proceeds of approximately $56,098. The Company accepted the subscriptions on
November 20, 2008.




The
Company has commenced an activity to submit a Registration Statement on Form S-1
to the Securities and Exchange Commission (“SEC”) to register 1,869,918 of its
outstanding shares of common stock on behalf of selling stockholders. The
Company will not receive any of the proceeds of this registration activity once
the shares of common stock are sold. The Registration Statement was declared
effective April 20, 2009.




NOTE
      9.
            CONCENTRATION
      OF CREDIT RISK




The
Company’s cash and cash equivalents are invested in a major bank
in Israel and are not insured. Management believes that the financial
institution that holds the Company’s investments are financially sound and
accordingly, minimal credit risk exists with respect to these
investments.




NOTE
      10.
            SUBSEQUENT
      EVENTS




The
Company evaluated events occurring between the balance sheet date and March 3,
2010, the date the financial statements were issued and there were no
significant events.


24


ITEM 9.
            CHANGES IN AND DISAGREEMENTS
      WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
    DISCLOSURE




Not
applicable.




ITEM
    9A(T).
            CONTROLS AND PROCEDURES




Evaluation
of Disclosure Controls and Procedures




We
maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and
15d-15(e) of the Exchange Act, that are designed to ensure that material
information required to be disclosed by us in Securities Exchange Act reports is
recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commission’s rules and forms, and that such
information is accumulated and communicated to our management, including the
Chief Executive Officer and Chief Financial Officer, as appropriate, to allow
timely decisions regarding required disclosure.




We
carried out an evaluation, under the supervision and with the participation of
our management, including our Chief Executive Officer along with our Chief
Financial Officer, of the effectiveness of the design of our disclosure controls
and procedures (as defined by Exchange Act Rule 13a-15(e) and 15a-15(e)) as
of December 31, 2009 pursuant to Exchange Act Rule 13a-15. Based upon that
evaluation, our Principal Executive Officer along with our Principal Financial
Officer concluded that our disclosure controls and procedures are not effective
as of the end of the period covered by this annual report in ensuring that
information required to be disclosed by us in reports that we file or submit
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in the Securities and Exchange Commission’s rules and
forms. This conclusion is based on findings that constituted material
weaknesses. A material weakness is a deficiency, or a combination of control
deficiencies, in internal control over financial reporting such that there is a
reasonable possibility that a material misstatement of the Company’s interim
financial statements will not be prevented or detected on a timely
basis.  In reaching this conclusion, the Chief Executive Officer and
Chief Financial Officer noted that we failed to include in our Annual Report on
Form 10-K our assessment of our disclosure controls and procedures and
disclosure regarding our management's annual report on the Company's internal
control over financial reporting and changes in such internal controls over
financial reporting as required by applicable SEC regulations.  We are
currently reviewing our disclosure controls and procedures that led to this
omission and expect to implement changes in the near term.




Management’s
Annual Report on Internal Control over Financial Reporting




This
Annual Report does not include a report on management’s assessment regarding
internal control over financial reporting or an attestation report of the
company’s registered public accounting firm due to a transition period
established by rules of the Securities and Exchange Commission for newly public
companies.




Changes
in Internal Controls




During
the quarter ended December 31, 2009, there were no changes in our internal
controls over financial reporting that materially affected, or were reasonably
likely to materially affect, our internal control over financial
reporting.




ITEM
      9B.
              OTHER
      INFORMATION




None.




PART
III




ITEM
      10.
              DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE.




Directors
and Executive Officers




As at
December 31, 2009, our directors and executive officers, their ages, positions
held, and duration of such, are as follows:




Name
              
              Position
      Held With Company
              
              Age
              
              Date
      First Elected or AppointedYakov
      Terner
              
              President,
      Treasurer and Director
              
              48
              
              November
      2, 2007Yossi
      Benitah
              
              Secretary
      and Director
              
              60
              
              November
      2, 2007


25




Business
Experience




Mr.
Yakov Terner




Mr.
Terner is our President, Treasurer and a Director, and has served in these
capacities since we were incorporated on November 2, 2007. He has fourteen years
of experience marketing and distributing Dead Sea products from Israel in
Romania. In the last five years, Mr. Terner has been president of Beatrice
Cosmetics Israel, an Israeli private company that specializes in marketing and
distributing Dead Sea hair care, body care and body treatment products in
Romania. Beatrice Cosmetics is a wholesale distributor in Romania.




He is not
an officer or director of any reporting company that files annual, quarterly, or
periodic reports with the United States Securities and Exchange
Commission.




Mr.
Yossi Benitah




Mr.
Benitah is our Secretary and Director. He has served in these capacities since
we were incorporated on November 2, 2007. Mr. Benitah has over 30 years of
experience as an entrepreneur, in the last five years he has operating an
electrical services company in the city of Rechovot, Israel. He is well
connected in the Israeli markets and has done well in promoting and marketing
his business.




He is not
an officer or director of any reporting company that files annual, quarterly, or
periodic reports with the United States Securities and Exchange
Commission




Board
Composition




Our
Bylaws provide that the Board of Directors shall consist of one or more members,
but not more than nine, and that our shareholders shall determine the number of
directors at each regular meeting. Each director serves for a term that expires
at the next regular meeting of the shareholders or until his successor is
elected and qualified.




Committees
of the Board of Directors




We do not
presently have a separately constituted audit committee, compensation committee,
nominating committee, executive committee or any other committees of our Board
of Directors. Nor do we have an audit committee “financial expert.” As such, our
entire Board of Directors acts as our audit committee and handles matters
related to compensation and nominations of directors.




Potential Conflicts of Interest




Since we
do not have an audit or compensation committee comprised of independent
directors, the functions that would have been performed by such committees are
performed by our directors. Thus, there is a potential conflict of interest in
that our directors and officers have the authority to determine issues
concerning management compensation and audit issues that may affect management
decisions. We are not aware of any other conflicts of interest with any of our
executives or directors.




Director
Independence




We are
not subject to listing requirements of any national securities exchange or
national securities association and, as a result, we are not at this time
required to have our board comprised of a majority of “independent directors.”
Our determination of independence of directors is made using the definition of
“independent director” contained in Rule 4200(a)(15) of the Marketplace Rules of
the NASDAQ Stock Market (“NASDAQ”), even though such definitions do not
currently apply to us because we are not listed on NASDAQ. We have determined
that none of our directors currently meet the definition of “independent” as
within the meaning of such rules as a result of their current positions as our
executive officers.




Significant
Employees




We have
no significant employees other than the executive officers described
above.




Family
Relationships




There are
no family relationships between our officers and directors.


26


Involvement
in Certain Legal Proceedings




No
director, person nominated to become a director, executive officer, promoter or
control person of our company has, during the last five years: (i) been
convicted in or is currently subject to a pending a criminal proceeding
(excluding traffic violations and other minor offenses); (ii) been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to any federal or state securities or banking or commodities
laws including, without limitation, in any way limiting involvement in any
business activity, or finding any violation with respect to such law, nor (iii)
any bankruptcy petition been filed by or against the business of which such
person was an executive officer or a general partner, whether at the time of the
bankruptcy or for the two years prior thereto.




Stockholder
Communications with the Board




We have
not implemented a formal policy or procedure by which our stockholders can
communicate directly with our Board of Directors. Nevertheless, every effort has
been made to ensure that the views of stockholders are heard by the Board of
Directors or individual directors, as applicable, and that appropriate responses
are provided to stockholders in a timely manner. We believe that we are
responsive to stockholder communications, and therefore have not considered it
necessary to adopt a formal process for stockholder communications with our
Board. During the upcoming year, our Board will continue to monitor whether it
would be appropriate to adopt such a process.




Section
16(a) Beneficial Ownership Reporting Compliance




Section
16(a) of the Exchange Act requires our executive officers and directors, and
persons who own more than 10% of our common stock, to file reports regarding
ownership of, and transactions in, our securities with the Securities and
Exchange Commission and to provide us with copies of those filings. Specific due
dates for these reports have been established. Based solely on our review of the
copies of such forms received by us, or written representations from certain
reporting persons, we believe that during the fiscal year ended December 31,
2009, all Section 16(a) filing requirements applicable to its directors,
executive officers, and greater than ten percent beneficial owners were complied
with.




ITEM
      11.
            EXECUTIVE
      COMPENSATION.




We have
not paid since our inception, nor do we owe, any compensation to our executive
officers, Mr. Yakov Terner and Mr. Yossi Benitah. There are no arrangements
pursuant to which our executive officers will be compensated in the future for
any services provided as executive officers. We have no employment agreements
with either of our executive officers. We do not intend to compensate our
executive officers for the foreseeable future.  We may compensate them
after that time if we have the financial resources to do so.




Outstanding
Equity Awards at 2009 Fiscal Year-End




We do not
currently have a stock option plan nor any long-term incentive plans that
provide compensation intended to serve as incentive for performance. No
individual grants of stock options or other equity incentive awards have been
made to any executive officer or any director since our inception; accordingly,
none were outstanding at December 31, 2009.




Employment
Contracts, Termination of Employment, Change-in-Control
Arrangements




There are
currently no employments or other contracts or arrangements with our executive
officers. There are no compensation plans or arrangements, including payments to
be made by us, with respect to our officers, directors or consultants that would
result from the resignation, retirement or any other termination of such
directors, officers or consultants from us. There are no arrangements for
directors, officers, employees or consultants that would result from a
change-in-control.




COMPENSATION
OF DIRECTORS




We have
no formal plan for compensating our directors for their services in their
capacity as directors.  Directors are entitled to reimbursement for
reasonable travel and other out-of-pocket expenses incurred in connection with
attendance at meetings of our Board of Directors. The Board of Directors may
award special remuneration to any director undertaking any special services on
behalf of SeaOspa, Inc other than services ordinarily required of a
director.


27


ITEM
      12.
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDERS MATTERS.




The following table sets
forth information regarding the beneficial ownership of our common stock as of
December 2, 2008 for:




·
            each
      person, or group of affiliated persons, known by us to beneficially own
      more than 5% of our common stock;




·
            each
      of our executive officers;




·
            each
      of our directors; and




·
            all
      of our executive officers and directors as a
  group.




·
            We
      have determined beneficial ownership in accordance with the rules of the
      Securities and Exchange Commission. These rules generally attribute
      beneficial ownership of securities to persons who possess sole or shared
      voting power or investment power with respect to those securities. The
      person is also deemed to be a beneficial owner of any security of which
      that person has a right to acquire beneficial ownership within 60 days.
      Unless otherwise indicated, the persons or entities identified in this
      table have sole voting and investment power with respect to all shares
      shown as beneficially owned by them, subject to applicable community
      property laws, and the address for each person listed in the table is c/o
      Seaospa, Inc., 3 Hahistadrut St., Suite #6 Kiryat Yam, Israel
      29056.




·
            The
      percentage ownership information shown in the table below is calculated
      based on 4,869,917 shares of our common stock issued and outstanding as of
      March 3, 2010.  We do not have any outstanding options, warrants
      or other securities exercisable for or convertible into shares of our
      common stock




Title of Class
                
                Name of Beneficial Owner
                
                Amount and Nature of
                    Beneficial Ownership
                
                
                Percentage of ClassCommon
      Stock
                
                (1) 
      Yakov Terner, President, Treasurer and Director
                
                
                1,500,000
                
                
                
                30.80
                %Common
      Stock
                
                (2) 
      Yossi Benitah, Secretary and Director
                
                
                1,500,000
                
                
                
                30.80
                %Common
      Stock
                
                (3) 
      Yaron Borenstein
                
                
                251,800
                
                
                
                5.17
                %Common
      Stock
                
                (4) 
      Gideon Reifman
                
                
                278,867
                
                
                
                5.73
                %Common
      Stock
                
                (5) 
      Bronia Fruhter
                
                
                258,000
                
                
                
                5.30
                %All
      officers as a Group
                
                
                
                
                3,000,000
                
                
                
                61.60
                %




(1)
            Yakov’s
      address is 3-6 Ha’hishtadrut st Kiryat Yam
  ,Israel




(2)
            Yossi’s
      address is 3-21 Nftali Ben Ephraim st Dira 21 Rehovot,
    Israel




(3)
            Yaron’s
      address is Hahagana 12 Givataim,
Israel




(4)
            Gideon’s
      address is Ha’tawas 11 Apt5 Kadima Zoran,
Israel




(5)
            Bronia’s
      address is Almagor 17/5 Tel Aviv,
Israel




We are
unaware of any contract or other arrangement the operation of which may at a
subsequent date result in a change in control of our Company.


28


We do not
have any issued and outstanding securities that are convertible into common
stock. Other than the shares covered by the registration statement of which this
prospectus is a part, we have not registered any shares for sale by security
holders under the Securities Act. None of our stockholders are entitled to
registration rights.




ITEM
      13.
            CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
      INDEPENDENCE.




Other
than the transactions discussed below, we have not entered into any transaction
nor are there any proposed transactions in which any of our directors, executive
officers, stockholders or any member of the immediate family of any of the
foregoing had or is to have a direct or indirect material interest.




Real
Property




We do not
own interests any real property. Mr. Yakov Terner, our President, Treasurer and
Director, has provided us with 500 sq ft of furnished office space located at
Kiryat Yam, Israel free of charge for at least the next 12 months. This location
currently serves as our primary office for planning and implementing our
business plan. This space is currently sufficient for our purposes, and we
expect it to be sufficient for the foreseeable future.




Stock
Transactions




Other
than the transactions discussed below, we have not entered into any transaction
nor are there any proposed transactions in which any of our directors, executive
officers, stockholders or any member of the immediate family of any of the
foregoing had or is to have a direct or indirect material interest.




On
November 2, 2007, pursuant to the terms of a subscription agreement, we sold
1,500,000 shares of our common stock to Mr. Yakov Terner, our President,
Treasurer and Director, for cash payment to us of $0.0003 per share, or $450 in
the aggregate.




On
November 2, 2007 pursuant to the terms of a subscription agreement, we sold
1,500,000 shares of our common stock to Mr. Yossi Benitah, our Secretary and
Director, for cash payment to us of $0.0003 per share, or $450 in the
aggregate.




Our
officers and directors may be considered promoters of the Company due to their
participation in and management of the business since its
incorporation.




ITEM
      14.
            PRINCIPAL
      ACCOUNTANT FEES AND SERVICES




Audit
fees




The
aggregate fees billed during the fiscal years ended December 31, 2009 and 2008
by Alan Weinberg CPA for professional services and for the audit of our annual
financial statements, quarterly reviews of our interim financial statements and
services normally provided by the independent accountant in connection with
statutory and regulatory filings or engagements for these fiscal periods were as
follows:




Year Ended
                  December 31, 2008
              
              
              Year Ended
                  December 31,2009Alan
      Weinberg CPA Audit Fees
              
              $
              0
              
              
              $
              7,500Audit
      Related Fees
              
              $
              0
              
              
              $
              0Tax
      Fees
              
              $
              0
              
              
              $
              0All
      Other Fees
              
              $
              0
              
              
              $
              0Total
              
              $
              0
              
              
              $
              7,500
              (1)




(1) Audit
fees for year ended December 31, 2009 have not yet been billed to us
yet.




In the
above table, “audit fees” are fees billed by our company’s external auditor for
services provided in auditing our company’s annual financial statements for the
subject year. “Audit-related fees” are fees not included in audit fees that are
billed by the auditor for assurance and related services that are reasonably
related to the performance of the audit review of our company’s financial
statements. “Tax fees” are fees billed by the auditor for professional services
rendered for tax compliance, tax advice and tax planning. “All other fees” are
fees billed by the auditor for products and services not included in the
foregoing categories.


29


Pre Approval
Policies and Procedures




We do not
have a separately designation Audit Committee. The Board of Directors
pre-approves all services provided by our independent auditors. All of the above
services and fees were reviewed and approved by the Board of Directors either
before or after the respective services were rendered.




The Board
of Directors has considered the nature and amount of fees billed by Alan
Weinberg CPA, and believes that the provision of services for activities related
to the audit is compatible with maintaining Alan Weinberg CPA.


30


PART IV




ITEM 15.
            EXHIBITS ANDFINANCIAL
      STATEMENT SCHEDULES




Exhibit
              
              Description3.1
              
              Articles
      of Incorporation of Registrant. (incorporated by reference to Exhibit 3.1
      of Registrant’s Registration Statement on Form S-1 filed on February 9,
      2009).3.2
              
              Bylaws
      of Registrant. (incorporated by reference to Exhibit 3.2 of Registrant’s
      Registration Statement on Form S-1 filed on February 9,
    2009).4.1
              
              Specimen
      Common Stock Certificate. (incorporated by reference to Exhibit 4.1 of
      Registrant’s Registration Statement on Form S-1 filed on February 9,
      2009).10.1
              
              Subscription
      Agreement, dated November 2, 2007, by and between the Registrant and Yakov
      Terner (incorporated by reference to Exhibit 10.1 of Registrant’s
      Registration Statement on Form S-1 filed on February 9,
    2009).10.2
              
              Subscription
      Agreement, dated November 2, 2007, by and between Registrant and Yossi
      Benitah (incorporated by reference to Exhibit 10.2 of Registrant’s
      Registration Statement on Form S-1 filed on February 9,
    2009).10.3
              
              Form
      of Regulation S Subscription Agreement, (incorporated by reference to
      Exhibit 10.3 of Registrant’s Registration Statement on Form S-1 filed on
      February 9, 2009).31.1
              
              Certification
      of Principal Executive Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.31.2
              
              Certification
      of Principal Financial Officer and Principal Accounting Officer pursuant
      to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
              
              Certification
      of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as
      Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.32.2
              
              Certification
      of Principal Financial Officer and Principal Accounting Officer pursuant
      to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.


31




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.




SEAOSPA,
      INC.By:
              /s/ Bruce GoldsteinName:
              Bruce
      GoldsteinApril
      16, 2010
              Title:
              President
      and Chief Executive Officer(Principal
      Executive Officer)





Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.




Signature
                                
                                Title
                                
                                Date/s/
      Bruce Goldstein
                                
                                President,
      Chief Executive Officer
                                
                                April
      16, 2010Bruce
      Goldstein
                                
                                and Director(Principal Executive
      Officer)/s/
      Maurizio Vecchione
                                
                                Chairman
      of the Board
                                
                                April
      16, 2010Maurizio
      Vecchione/s/ Barry Hall
                                
                                Chief
      Financial Officer and Director
                                
                                April
      16, 2010Barry
      Hall
                                
                                (Principal
      Financial Officer andPrincipal
      Accounting Officer)