UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
D.C. 20549
 ____________________________________________________
 
 Amendment
Number  3  to
 FORM
10-K
 
 (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, 2008
  o
              TRANSITION
      REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
  Commission
File No.  000-51886
 
 SO
      ACT NETWORK, INC.(Exact
      name of issuer as specified in its charter)Delaware
              26-3534190(State
      or other jurisdiction of incorporation or organization)
              (I.R.S.  Employer
      Identification No.)5715
      Will Clayton Parkway, #6572
                Humble,
      TX
              77338(Address
      of principal executive offices)
              (Zip
      Code)Registrant’s
      telephone number, including area code:
      210-401-7667
  Securities
      registered under Section 12(b) of the Exchange Act:
              None.Securities
      registered under Section 12(g) of the Exchange Act:
              Common
      stock, par value $0.001 per share.(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 o    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 o     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 o
 
 Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) 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 Part III of this Form 10-K or
any amendment to this Form 10-K.   x
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
   
  
 Large
      accelerated filer
              o
              
              Accelerated
      filer
              oNon-accelerated
      filer
                (Do
      not check if a smaller reporting company)
              o
              
              Smaller
      reporting company
              x
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). Yes x   No
o
 
 As of the
last business day of the registrant’s most recently completed second fiscal
quarter, there was no public trading market for our common stock.
 
 As of
March 30, 2009, the registrant had 182,284,000 shares issued and
outstanding, respectively.
 
 Documents Incorporated by
Reference:
 None.
 
 
 
 
 
 
 
  TABLE
OF CONTENTS
  PART
      IITEM
      1.
              BUSINESS
              1ITEM
      2.
              PROPERTIES
              5ITEM
      3.
              LEGAL
      PROCEEDINGS
              5ITEM
      4.
              SUBMISSION OF MATTERS TO A VOTE OF
      SECURITY HOLDERS
              5PART
      IIITEM
      5.
              MARKET FOR REGISTRANT’S COMMON
      EQUITY; RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
      SECURITIES
              6ITEM
      6.
              SELECTED FINANCIAL
      DATA
              6ITEM
      7.
              MANAGEMENT’S DISCUSSION AND
      ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
              6ITEM
      7A.
              QUANTITATIVE AND QUALITATIVE
      DISCLOSURES ABOUT MARKET RISK
              11ITEM
      8.
              FINANCIAL STATEMENTS AND
      SUPPLEMENTARY DATA
              F-ITEM
      9.
              CHANGES IN AND DISAGREEMENTS WITH
      ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE
              12ITEM
      9A.
              CONTROLS AND
      PROCEDURES
              12PART
      IIIITEM
      10.
              DIRECTORS, EXECUTIVE OFFICERS AND
      CORPORATE GOVERNANCE
              13ITEM
      11.
              EXECUTIVE
      COMPENSATION
              13ITEM
      12.
              SECURITY OWNERSHIP OF CERTAIN
      BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
      MATTERS
              14ITEM
      13.
              CERTAIN RELATIONSHIPS AND RELATED
      TRANSACTIONS, AND DIRECTOR INDEPENDENCE
              15ITEM
      14.
              PRINCIPAL ACCOUNTANT FEES AND
      SERVICES
              15PART
      IVITEM
      15.
              EXHIBITS, FINANCIAL STATEMENT
      SCHEDULES
              16SIGNATURES
              
              17
   
  PART
I
  ITEM
1.         BUSINESS
  Description
of Our Business
 
 Overview
 
 We were
incorporated in the State of Delaware as of December 9, 2005 as 43010 , Inc to
engage in any lawful corporate undertaking, including, but not limited to,
locating and negotiating with a business entity for combination in the form of a
merger, stock-for-stock exchange or stock-for-assets exchange. On October 7,
2008, pursuant to the terms of a stock purchase agreement, Mr. Greg Halpern
purchased a total of 100,000 shares of our common stock from Michael Raleigh for
an aggregate of $30,000 in cash. The total of 100,000 shares represents 100% of
our issued and outstanding common stock at the time of the transfer. As a
result, Mr. Halpern became our sole shareholder. As part of the acquisition, and
pursuant to the Stock Purchase Agreement, Michael Raleigh, our then President,
CEO, CFO, and Chairman resigned from all the positions he held in the company,
and Mr. Halpern was appointed as our President, CEO CFO and Chairman. The
current business model was developed by Mr. Halpern in September of 2008 and
began when he joined the company on October 7, 2008.On October 2008, we became a
development stage company focused on creating an Internet search engine and
networking web site.   Our website domain name is www.soact.net.
  Our
website is up and running. We currently have 204 members registered on our
website. Our web site has the following operational features: Conversations,
Connect with People, List People, Review People, Start New Groups, View Groups,
Join Groups, Interact with Groups, Web (Search Engine), Preferences, Maintain
Profile, View Profiles, Send Press Releases, Review Press Releases, 2 column, 3
column, Invite People, iPhone Safari version. We are working on and expect the
following portions of the web site to be operational by mid-October 2009: News,
Media and Alerts. We are continuing to update and maintain certain areas of the
website, including, but not limited to, search engine, message board, chat room,
media warehouse, advertisement, and web & news, but as of June 30, 2009 the
website was fully functional and users could register. The following is a visual
of our website search feature and what users will interface with when they visit
our site .
 Our
website domain name is www.soact.net. We have a preliminary website up and
running which is fully functional. As of June 30, 2009, our website and search
engine, message board and ability for users to post blogs was fully functional
and offered to users. The following is a visual of our website search feature
and what users will interface with when they visit our site.
 
   - 1
-
  
   We do not
currently have any subscribers nor do we have any revenue from
advertising.  We will also be notifying some organizations that are in
line with our goals to let them know of our site and how we can help them expand
and get their message to as many people as possible.  Once we
begin getting subscribers, we will then look to enter into advertising contracts
and produce advertising revenue.
  We have
no current clients for advertising but believe that we will be able to secure
advertisers who pay for clicks on ads that represent their products or services
being advertised to So Act Members who opt-in to see those
ads.
  We plan
to generate revenue from low membership fees of between $2 to $10
per-member-per-month. We believe there is a large number of people in the world
who are actively working to solve problems and our website will bring them
together.  We also believe we can sell pay-per-click advertising to
green, eco-friendly companies who could find potential value in reaching the
type of socially conscious consumers and problem solvers that we feel will use
our search engine and network.
 
 We only
began our operations on October 8, 2008 when we purchased the Form 10 company
from the previous owners.  Since that date, we have completed a
financing to raise initial start-up money for the building of our website and to
start our operations.  Additionally, we have been working to build our
So Act website, user interface and search engine so we can begin attracting
subscribers and building support for our site. We
launched the live site of So Act Search Engine and So Act Network on June 30,
2009. Gigablast, Inc. (the “Gigabalst”), our engine and network developer, and
we have entered into an Amendment to Gigablast Professional Services Agreement,
pursuant to which, Gigablast agrees to reduce our outstanding balance from
$34,325.00 to $17,162.50, which represents a 50% discount to the fees arising
from the professional services provided by Gigablast in connection with
developing the So Act Search Engine and So Act Network and reduce their hourly
rate of labor for further development of the So Act Network from $150 per hour
to $75 per hour. For the aforementioned considerations received, we grant
Gigablast the right to use, for any purpose other than in the field of social
action network, all work or intellectual property that Gigablast has developed
for the Company under the Gigablast Professional Services Agreement. In addition
to this Amendment with Gigablast, we issued 80,000 shares of our common stock to
Matt Wells, the CEO of Gigablast, as compensation for the website platform
design services rendered to us in the first quarter of 2009. We issued the
shares to Matt Wells pursuant to a separate independent contractors agreement
that we entered into for his personal services to the Company. Pursuant to this
independent contractor agreement, Matt Wells agreed to provide his consulting
services in designing and implementing the website in exchange for 80,000 shares
of Company common stock. A copy of the independent contractor agreement is
attached as Exhibit 10.11 to this Amendment Number 4 to the Registration
Statement on Form S-1. We have also received three loans from Mr. Greg Halpern,
in the amount of $9,500, $15,000 or $16,700 on May 11, May 22, and May 26, 2009,
respectively. Each of the loans bears an interest at the primate rate.
Additional expenses may arise from the maintenance of our regulatory filings and
responsibilities which include legal, accounting and electronic filing services.
It is anticipated that the cost to maintain these activities will be no less
than $76,000 and no more than $108,000. We have entered into a Credit Line
Agreement and Line of Credit Note with Greg Halpern who has agreed to establish
a revolving line of credit for us with a maximum amount of $100,000 that will
mature and expire on May 29, 2011. The Credit Line Agreement shall accrue
interest at the prime rate. The prime rate of interest is the rate of interest
that major banks charge their most creditworthy customers. For the purposes of
this agreement, we shall determine the prime rate by using the prime rate
reported by the Wall Street Journal on the date funds are extended to the
Company. Based on the current prime rate, it is estimated that the prime rate
shall be 3.25% but that may be subject to adjustment based on market factors and
the fluctuation of the prime rate. Although we believe that the $100,000 will be
sufficient to cover the additional expense arising from maintenance of our
regulatory filings with the SEC, we may need additional financing if the
additional expenses exceed our budget and/or Mr. Halpern cannot fulfill his
obligations under the Credit Line Agreement.
  - 2
-
  We
believe this would be sufficient cash because, on June 25, we pre-paid Gigablast
$6,000 for one year of hosting of So Act Network. The hosting needs of the
company are therefore paid in full until June 24, 2010. The other potential fees
will apply if we had one million or more users accessing our network on a daily
basis. So we do not anticipate other hosting fees for at least the next 12
months. As for the hourly fees, the initial development of the network has been
completed and is paid for. On June 25 we completed our Beta test and on June 30,
2009 So Act Network went live with all of the initial features planned; i.e our
no spam-no ads communication tool called Conversations, our People tool allowing
for people to join worldwide and contact and connect with each other, our Groups
tool allowing people to start Groups and work on anything that is important to
them while networking globally with others who seek to pursue those same
interests, our information tool allowing peoples interests to be searched and
found or made publicly available or only upon request, our preferences tool
allowing people to provide publicly updated profiles on their backgrounds or
upon request only, our Web tool which allows ads to be opted in or out and
provides only the top 5 results on the Internet without millions of unusable
pages and last our Press tool which will allow people to create press releases
for major and minor media and a members followers.
 
 We
anticipate approximately $15,000 more between July and August for completion of
all the design work. Other than that, we do not foresee any other expenses with
Gigablast.
 This
leaves only the cost of operations (which is primarily salary and the expense of
being public). This equals all salary abated until the company can afford to pay
Greg Halpern, its one employee, after all other expenses of the company are paid
and there is a surplus.
 
 Service
Agreement
 
 On
January 19, 2009, we engaged Gigablast, Inc, a Delaware corporation, as the So
Act Engine and Network developer. Pursuant to the Gigablast Professional Service
Agreement,   Gigablast will provide us professional services according
to our specifications, including, but not limited to:
 
 •
              Establish
      a user accounting system.•
              Create
      the ability for one user to connect to another as a
    "friend''
 
 •
              Create
      the ability for a user to create and moderate groups which other users can
      join, with permission from the creator•
              Create
      the ability for one user to connect to another as a
    "friend''
 
 •
              Create
      the ability to message all members of a group.•
              Establish
      a private email module
 
 •
              Create
      a commerce module to charge users $40/Year to become members and thus
      belong to the "member" group. Commerce module should connect to a billing
      service to conduct the actual transaction. PayPal should be supported.
      Module should record all transactions and make them easy to
      view•
              Create
      a permission system so a user can control permissions for his/her pages
      and files based on groups or individual
users
 
 •
                Create
      an Inspirational module to display one of 365 personal and life wisdom
      success items (quotations, uplifting thoughts, etc.). Only available to
      members. There might already be a module for this in elgg.com,
      etc.•
                Create
      Page Builder Module. Make it easy to create a page describing an Initiate.
      Initiative (kind of like a business plan) includes information on the
      following topics: Objective, Management, Resources, and Requirements.
      Select a stock clip art icon for each topic and then fill in the blanks.
      Consider using a "drag & drop" of the clip art so it seems
      slick
 
 •
              Establish
      an alert module to email and message a user when new results match his/her
      query. Used to aid in connecting users. One user may have certain
      resources that another user requires.•
              Allow
      creation of other pages and files that go into moredetail about the
      initiative but are meant only for non-public
  groups.
 
 •
              Show
      search results from within the network on top of web search results,
      but only for members. Non-members do not get to search the network. Allow
      user to keep searching on either the network or the web exclusively by
      providing separate "Next 10" links.•
              Host
      the social network service on a single machine using raid level 1. Backup
      the server on a nightly basis to another server located 100 ft. or more
      away in a different. room. The social network service servers are separate
      from the search engine servers.
  After
Gigablast completes developing the So Act Network and Engine, they will be
responsible for maintaining our server and platform in accordance with the
following fee table
  - 3
-
   Up
      to This Many 25KB
                  Documents
      in Index
                  (In
      Millions)
                Max
      25KB Pages
                  Downloaded
      Per Day
                  (In
      Millions)
                Max
      Typical
                  Queries
      Per Day
                Flat
      Monthly Fee25
                1
                4,000,000
                $3,00050
                2
                4,000,000
                $4,500100
                4
                4,000,000
                $6,750200
                8
                4,000,000
                $10,125500
                16
                4,000,000
                $15,1871000
                30
                4,000,000
                $22,7812000
                50
                4,000,000
                $34,1715000
                100
                4,000,000
                $49,257
 
 Our
Product
 
 We are
developing a Search Engine and networking website for individuals and
organizations.  We believe our networking website will help people
find others who have the similar interest.
  The So
Act Network has a zero-spam communication tool called “Conversations” that
combines email and real-time chat with security and archiving. By cloning the
“Conversation” tool, a user can have as many simultaneous conversations going as
he or she wants. For example, when such user is having a conference meeting with
several likeminded people, such user use the “Clone” tool to create additional
conversation boxes to chat with other friends or family members. The “People”
tool archives all the people a user knows, meets and interacts with on the So
Act Network. The “Group” tool allows likeminded people to form unique groups
focused on specific problems. The first ten (10) groups that a user can create
are free of charge. The “Press Club” tool allows a user to release news to AP,
Yahoo, Top 100 Radio, TV and Print Media, Top 50 information sites, Top 50
Blogs, Top 50 Social Networks, and people such user has interacted with on the
So Act Network.
 
 There
will not be a charge for a general user to create a membership and that member
will be permitted to access certain areas of the site, including review posts
and search the general sections of the site. However, members will be charged $1
per month if they have a network of people between 100 and 500 people. If the
members network grows to a number between 500 and 5,000 people then the member
will be required to pay $2 per month for their membership. Anything above 5,000
people in a members network will be a fee of $5 per month. Also, if the member
wants to join groups with no spam and no ads, the member will be charged a fee
of $1 per group per month. Lastly, we will charge members a fee for storage
space. If a member wants to keep files on their profile or under their member
name, there will be a charge of $1 per month for 500 megabytes of memory and $5
per month for any amount of space greater than 500 megabytes. We will also offer
a Press Club membership for a membership fee of $2 per month for the membership
and then an additional $5 for each press release issued.
 
 The So
Act Search Engine has a function to filter out irrelevant search results and
provide a user with ten most relevant results. Advertisements in the search
engine are optional, and related to the exact words searched. So with respect to
advertisements, a user can choose to opt in or out
anytime.
 Marketing
 
 Our plan
is to draw our customer bases from two groups of audiences. The first group is
categorized as socially conscious innovators, inventors, scientists, explorers,
investors and creative thinkers developing legitimate world-improving solutions.
The second group is categorized as socially conscious, social investing, social
business, green and eco-friendly companies who can advertise their existing
solutions to targeted consumers within our network.
 
 The only
marketing we are doing right now is word of mouth. We are notifying everyone we
know about this website and asking for their comments and feedback. We are also
hoping that they help by telling their friends and family about the website and
what it offers.
 
 In the
future and as we grow, we will target our two groups of audiences by targeting
not-for-profits that have missions similar to our goals and missions. We will
contact these organizations by email, regular mail and phone calls. We will also
set-up meetings with each organization and give a presentation to their members
to garner support for our website. We hope that they will partner with us to
help market our website and business goals.
 
 Competition
 
 We are
not aware of any other specific web-based companies that closely resemble the
business model and features we are developing. Therefore, we see ourselves in a
niche market that has very few competitors.
 
 There are
other internet search engines and networking sites but they are all much larger
and cater to the broader market.  We are strictly focused on the
person who wants to address the world’s problems.  Therefore, we do
not expect to compete with the other search engines or networking sites because
users who want to address the world’s problems will come to our website and
users who want to surf the web or meet people in general will not be interested
in visiting our site.
 
 Intellectual
Property
 
 We
received a Registered Trademark No. 3,626,525 on May 26, 2009 from the U.S.
Patent and Trademark Office, for the name So Act which is now reflected at our
website SoAct.net in the form of a circled R and throughout any of our web
based marketing materials whereever our logo appears.   Our Search Engine
and Network platform contain certain trade secrets, however, the Company has no
specific state or federal protections for its trade secrets. To the best of our
ability we intend to keep certain proprietary aspects of our technology as trade
secrets that we feel are unique and may provide future market
advantages.  At this time we do not plan to seek any other specific
Intellectual Property protections. Our intellectual property is not being relied
on as a protection against competition.
  At this
time, we do seek to obtain copyright protection on our name and certain other
parts of our website.  However, we do not expect to seek patents for
our platform or technologies.
  - 4
-
  Research and
Development
 
 Over the
last two fiscal years, we have spent approximately 416 hours on the development
of our website and our business plan and have contributed over 1110 hours to the
development of the network platform.  We have not spent any time on any
research, except for the time we spend showing individuals our website and
asking for feedback which consists of approximately 2 hours per
week.
 
 Employees
 
 Greg
Halpern is our sole employee.  We do not have any other full- or
part-time employees.  Until such time as we begin generating revenues,
we do not anticipate a need to hire additional employees.
 
 We are a
publicly reporting company under the Exchange Act and are required to file
periodic reports with the Securities and Exchange Commission.  The
public may read and copy any materials you file with the Commission at the SEC's
Public Reference Room at 100 F Street, NE., Washington, DC 20549, on official
business days during the hours of 10 a.m. to 3 p.m.  The public may
obtain information on the operation of the Public Reference Room by calling the
Commission at 1-800-SEC-0330.  The Commission maintains an Internet
site that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the Commission and
state the address of that site (http://www.sec.gov).  In addition, you
can obtain all of the current filings at our internet website at
www.soact.net.


Milestones for the Next
Twelve Months
 
 Over the
next twelve months, we hope to grow our member database and begin generating
revenue. Our site has been launched and now we are focusing on marketing our
website and increasing our number of members. We do not expect significant
financial requirements in growing our members or attracting advertisers,
however, any additional expenses necessary will be funding by loans from Mr.
Halpern based on the line of credit.
 
 In the
event that we are not able to obtain additional funding or Mr. Halpern either
fails to extend us sufficient financing, declines to loan additional cash,
declines to fund the line of credit, declines to defer his salary payments, or
seeks repayment of his existing loans, we will no longer be able to continue to
operate and will have to cease operations unless we begin to generate sufficient
revenue to cover all our costs. Over the next twelve months, we hope to: (i)
upgrade the website to begin enrolling members for the pay services; (ii)
generate revenue through advertisers; and (iii) join-up 10,000
members.
 
 We expect
that we will have the website finalized to allow members to pay for upgraded
services by October 2009. It is expected that it will cost approximately $15,000
to finalize this feature on the website. This will be paid for by Mr. Halpern
through loans to the Company.
 
 Over the
next twelve months, we also expect to attract advertisers to our website. This
will not cost any money but will take time because we will rely on our
increasing customer base to attract advertisers. Therefore, it is not expected
that we will need additional funding to bring in advertising revenue. We do not
anticipate paying any money for advertising of So Act Network.
 
 We also
expect to join up 10,000 new members over the course of the next twelve months.
We hope to be able to attract these new members by word of mouth advertising and
by utilizes free methods of advertising on the world wide web via Facebook,
twitter, etc. We do not expect to spend any money in advertising to attract new
members.


ITEM
1A.      RISK FACTORS
 
 Not
applicable for smaller reporting companies.
 
 ITEM
1B.        UNRESOLVED STAFF
COMMENTS
 
 Not
applicable for smaller reporting companies.
 
 ITEM
2.         DESCRIPTION OF
PROPERTY.
 
 Office
Arrangements and Operational Activities
  We do not
have a principal business office. We are renting our Texas location, located at
5715 Will Clayton Parkway, #6572, Humble, TX 77338 from a business service
corporation on a month-to-month basis The office provides us with general office
services such as mail, phone, fax, shipping and receiving capabilities. There is
no shareholder that contributes the space. We do not have a lease with the
business service corporation. Within one year, we plan to move our operation to
a permanent office in Texas or New Mexico, However, as of the date of this
registration statement, we have not actively searched for an office location.
The day-to-day operations are conducted in Illinois where Mr. Halpern resides
part-time.  The Illinois office is a mobile RV office which Mr,
Halpern utilizes at his own expense to travel the continental United States
following the activities of various solution makers.  When Mr. Halpern is
traveling in his RV, there is no one who is occupying or working out of the
principal business office in Humble, Texas.
  Our
search engine and network platform was launched  on June 30, 2009 and was
built at and located in Albuquerque, New Mexico. Gigablast, our third party web
hosting vendor located in Albuquerque, New Mexico, is responsible for developing
and maintaining our search engine and network pursuant to the Professional
Service Agreement. The platform is supported by minimal hardware for 100,000
servers with databases scalable to 200 billion web pages which represents
Gigablast total capacity. We currently have no obligation to the New Mexico
location to lease servers or space. Upon completion of the development of our
platform, we will pay hosting for service to all users of our search engine and
network on a bandwidth cost basis commensurate with market rates.
  ITEM
3.         LEGAL
PROCEEDINGS.
  To the
best of our knowledge, there are no known or pending litigation proceedings
against us.
 
 ITEM
4.         SUBMISSION OF MATTERS TO
A VOTE OF SECURITY HOLDERS.
  On
October 7, 2008, in accordance with the majority vote of our shareholders in
lieu of a special meeting, we appointed Greg Halpern as the chairman of our
Board of Directors.
 
 On October
15, 2008, in accordance with the majority vote of our shareholders in lieu of a
special meeting, we changed our company name from 43010, Inc. to So Act Network,
Inc. by filing an amendment to the Articles of Incorporation with the Delaware
Secretary of State. The amendment was attached as Exhibit 3.1 to the current
report on Form 8-K filed on October 17, 2008 and is incorporated herewith by
reference.
 
 - 5
-
  PART
II
  ITEM
5.         MARKET FOR COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS.
 
 Market
Information
 
 There is
presently no public market for our shares of common stock. We anticipate
applying for trading of our common stock on the OTC Bulletin Board upon the
effectiveness of the registration statement of which this prospectus forms
apart. However, we can provide no assurance that our shares of common stock will
be traded on the OTC Bulletin Board or, if traded, that a public market will
materialize.
 
 Holders
 
 As of
March 30, 2009, in accordance with our transfer agent records, we had 42 record
holders of our Common Stock.
  Dividends
 
 To date,
we have not declared or paid any dividends on our common stock. We currently do
not anticipate paying any cash dividends in the foreseeable future on our common
stock, when issued pursuant to this offering. Although we intend to retain our
earnings, if any, to finance the exploration and growth of our business, our
Board of Directors will have the discretion to declare and pay dividends in the
future.
  Payment
of dividends in the future will depend upon our earnings, capital requirements,
and other factors, which our Board of Directors may deem relevant.
  Stock
Option Grants
 
 To date,
we have not granted any stock options.
 
 ITEM
6.         SELECTED FINANCIAL
DATA.
 
 Not
applicable.
 
 ITEM
7.         MANAGEMENT’S DISCUSSION
AND ANALYSIS OR PLAN OF OPERATIONS
 
 The
following plan of operation provides information which management believes is
relevant to an assessment and understanding of our results of operations and
financial condition. The discussion should be read along with our financial
statements and notes thereto. This section includes a number of forward-looking
statements that reflect our current views with respect to future events and
financial performance. Forward-looking statements are often identified by words
like believe, expect, estimate, anticipate, intend, project and similar
expressions, or words which, by their nature, refer to future events. You should
not place undue certainty on these forward-looking statements. These
forward-looking statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from our
predictions.
  Overview
  We were
incorporated in the State of Delaware as of December 9, 2005. The current
business model was developed by Mr. Halpern in September of 2008 and began when
he joined the company on October 7, 2008.On October 2008, we became a
development stage company focused on creating an Internet search engine and
networking website. The live So Act Search Engine and So Act Network was
launched on June 30, 2009.
 
 - 6
-
  The So
Act Network has a zero-spam communication tool called “Conversations” that
combines email and real-time chat with security and archiving. By cloning the
“Conversation” tool, a user can have as many simultaneous conversations going as
he or she wants. For example, when such user is having a conference meeting with
several likeminded people, such user use the “Clone” tool to create additional
conversation boxes to chat with other friends or family members. The “People”
tool archives all the people a user knows, meets and interacts with on the So
Act Network. The “Group” tool allows likeminded people to form unique groups
focused on specific problems. The first ten (10) groups that a user can create
are free of charge. The “Press Club” tool allows a user to release news to AP,
Yahoo, Top 100 Radio, TV and Print Media, Top 50 information sites, Top 50
Blogs, Top 50 Social Networks, and people such user has interacted with on the
So Act Network.
  There
will not be a charge for a general user to create a membership and that member
will be permitted to access certain areas of the site, including review posts
and search the general sections of the site. However, members will be charged $1
per month if they have a network of people between 100 and 500 people. If the
members network grows to a number between 500 and 5,000 people then the member
will be required to pay $2 per month for their membership. Anything above 5,000
people in a members network will be a fee of $5 per month. Also, if the member
wants to join groups with no spam and no ads, the member will be charged a fee
of $1 per group per month. Lastly, we will charge members a fee for storage
space. If a member wants to keep files on their profile or under their member
name, there will be a charge of $1 per month for 500 megabytes of memory and $5
per month for any amount of space greater than 500 megabytes. We will also offer
a Press Club membership for a membership fee of $2 per month for the membership
and then an additional $5 for each press release issued.
 The So
Act Search Engine has a function to filter out irrelevant search results and
provide a user with ten most relevant results. Advertisements in the search
engine are optional, and related to the exact words searched. So with respect to
advertisements, a user can choose to opt in or out anytime.
  Plan
of Operation
 Our initial
membership to join So Act Network is free but we will be charging a fee to users
for upgraded services. Such as, members will be charged $1 per month if they
have a network of people between 100 and 500 people. If the member’s network
grows to a number between 500 and 5,000 people then the member will be required
to pay $2 per month for their membership. Anything above 5,000 people in a
member’s network will be a fee of $5 per month. Also, if a member wants to join
groups with no spam and no ads, the member will be charged a fee of $1 per group
per month. Lastly, we will charge members a fee for storage space. If a member
wants to keep files on their profile or under their member name, there will be a
charge of $1 per month for 500 megabytes of memory and $5 per month for any
amount of space greater than 500 megabytes. We will also offer a Press
Club membership for a fee of $2 per month for the membership and then an
additional $5 for each press release issued. We believe we will be able to
generate revenue in the future from low membership fees of between $2 and $10
per member per month from problem solvers as well as pay-per-click targeted
advertising from green, eco-friendly companies who could find value in the type
of socially conscious consumer who frequents our search engine and wants to
solve problems in our network.
  We
believe there is a social and professional demand for our
network.  Our plan is to draw our customer bases from two groups of
audiences. The first group is categorized as socially conscious innovators,
inventors, scientists, explorers, investors and creative thinkers developing
legitimate world-improving solutions. The second group is categorized as
socially conscious, social investing, social business, green and eco-friendly
companies who can advertise their existing solutions to targeted consumers
within our network.
  The live
So Act Search Engine and So Act Network was launched on June 30, 2009.
Gigablast, Inc. (the “Gigabalst”), our engine and network developer, and we have
entered into an Amendment to Gigablast Professional Services Agreement, pursuant
to which, Gigablast agrees to reduce our outstanding balance from $34,325.00 to
$17,162.50, which represents a 50% discount to the fees arising from the
professional services provided by Gigablast in connection with developing the So
Act Search Engine and So Act Network and reduce their hourly rate of labor for
further development of the So Act Network from $150 per hour to $75 per hour.
For the aforementioned considerations received, we grant Gigablast the right to
use, for any purpose other than in the field of social action network, all work
or intellectual property that Gigablast has developed for the Company under the
Gigablast Professional Services Agreement. In addition, we have received three
loans from Mr. Greg Halpern, in the amount of $9,500, $15,000 or $16,700 on May
11, May 22, and May 26, 2009, respectively. Each of the loans bears an interest
at the primate rate. Additional expenses may arise from the maintenance of our
regulatory filings and responsibilities which include legal, accounting and
electronic filing services. It is anticipated that the cost to maintain these
activities will be no less than $76,000 and no more than $108,000. We have
entered into a Credit Line Agreement and Line of Credit Note with Greg Halpern
who has agreed to establish a revolving line of credit for us with a maximum
amount of $100,000 that will mature and expire on May 29, 2011. The Credit Line
Agreement shall accrue interest at the prime rate. The prime rate of interest is
the rate of interest that major banks charge their most creditworthy customers.
For the purposes of this agreement, we shall determine the prime rate by using
the prime rate reported by the Wall Street Journal on the date funds are
extended to the Company. Based on the current prime rate, it is estimated that
the prime rate shall be 3.25% but that may be subject to adjustment based on
market factors and the fluctuation of the prime rate. We believe that the
$100,000 will be sufficient to cover the additional expense arising from
maintenance of our regulatory filings with the SEC. In the event that we are not
able to obtain additional funding or Mr. Halpern either fails to extend us
sufficient financing, declines to loan additional cash, declines to fund the
line of credit, declines to defer his salary payments, or seeks repayment of his
existing loans, we will no longer be able to continue to operate and will have
to cease operations unless we begin to generate sufficient revenue to cover all
our costs.
  - 7
-
 We
believe this is sufficient to cover fund our operations for the next year
because, on June 25, we pre-paid Gigablast $6,000 for one year of hosting of So
Act Network. The hosting needs of the company are therefore paid in full until
June 24, 2010. The other potential fees will apply when we have at least one
million users accessing our network on a daily basis. We do not anticipate other
hosting fees for at least the next 12 months. As for the hourly fees, the
initial development of the network has been completed and is paid for. On June
25 we completed our Beta test and on June 30, 2009 So Act Network went live with
all of the initial features planned; i.e our no spam- no ads communication tool
called Conversations, our People tool allowing for people to join worldwide and
contact and connect with each other, our Groups tool allowing people to start
Groups and work on anything that is important to them while networking globally
with others who seek to pursue those same interests, our information tool
allowing peoples interests to be searched and found or made publicly available
or only upon request, our preferences tool allowing people to provide publicly
updated profiles on their backgrounds or upon request only, our Web tool which
allows ads to be opted in or out and provides only the top 5 results on the
Internet without millions of unusable pages and last our Press tool which will
allow people to create press releases for major and minor media and a members
followers.
  We
anticipate approximately $15,000 more between July and August for completion of
all the design work. Other than that, we do not foresee any other expenses with
Gigablast.
 This
leaves only the cost of operations (which is primarily salary and the expense of
being public). This includes all salary abated until the company can afford
to pay Greg Halpern, its one employee, after all other expenses of the company
are paid and there is a surplus .
  As of the
date of this filing, we do not expect to purchase or sell any plant or
significant equipment or increase our number of employees in the next 12
months.
  Results
of Operations
 
 The
following tables set forth key components of our results of operations for the
periods indicated, in dollars, and key components of our revenue for the period
indicated, in dollars.
  For
      the Years Ended December 31,2008
                  
                  
                  2007Operating
      ExpensesGeneral
      and Administrative
                  
                  $
                  62,210
                  
                  
                  $
                  1,400Professional
      Fees
                  
                  
                  11,325
                  
                  
                  
                  -Compensation
                  
                  
                  43,549
                  
                  
                  
                  -Total
      Operating Expenses
                  
                  
                  117,084
                  
                  
                  
                  1,400Loss
      from Operations
                  
                  
                  (117,084
                  )
                  
                  
                  (1,400
                  )Other
      ExpenseInterest
      Expense
                  
                  
                  (31
                  )
                  
                  
                  -Total
      Other Expense
                  
                  
                  (31
                  )
                  
                  
                  -Provision
      for Income  Taxes
                  
                  
                  -
                  
                  
                  
                  -Net
      Loss
                  
                  $
                  (117,115
                  )
                  
                  $
                  (1,400
                  )Net
      Loss Per Share  - Basic and Diluted
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.00
                  )Weighted
      average number of shares outstandingduring
      the year Basic and Diluted
                  
                  
                  38,818,104
                  
                  
                  
                  400,000
  For
the Fiscal Year Ended December 31, 2008 and for the Fiscal Year Ended December
31, 2007
 
 General and Administrative
Expenses: Our general and administrative expenses were $62,210 for the
fiscal year of 2008 and $1,400 for the fiscal year of 2007, representing an
increase of $60,810 or approximately 4343.57%, as a result of our expenses on
advertising which include the cost of public relations activities, stock issued
for services, and other expenses associated with the private placement
memorandum.
  Net Loss: Our net loss for
the fiscal year of 2008 was $117,115, compared to $1,400 for fiscal year of
2007. The increase in net loss was the result of the substantial increase in our
operating expenses.
   - 8
-
 
 Liquidity
and Capital Resources
  We are in
the development state with no revenue and have an accumulated deficit of
$256,820 for the period from December 9, 2005 (inception) to December 31,
2008, and have negative cash flow from operations of $21,914 from inception.
 
 Our
financial statements have been presented on the basis that it is a going
concern, which contemplates the realization of revenues from our subscriber base
and the satisfaction of liabilities in the normal course of business. We have
incurred losses from inception. These factors raise substantial doubt about our
ability to continue as a going concern.
 
 From our
inception through December 31, 2008, our primary source of funds has been
the proceeds of private offerings of our common stock and loans from
stockholders.  Our need to obtain capital from outside investors is
expected to continue until we are able to achieve profitable operations, if
ever.  There is no assurance that management will be successful in
fulfilling all or any elements of its plans.
 
 For the
fiscal year ended December 31, 2008, we received $18,803 from Mr. Greg Halpern,
our principal shareholder. Pursuant to the terms of the loan, the loan is
bearing an annual interest rate of 3.25% and due on demand. As of December 31,
2008, we owed $3,803 in principal and $31 in accrued interest. During
the three months ended March 31, 2009 the shareholder loan balance has been
repaid and the balance is $0.
 
 We have
received three loans from Mr. Greg Halpern, in the amount of $9,500, $15,000 or
$16,700 on May 11, May 22, and May 26, 2009, respectively. Each of these loans
are due upon demand and accrue interest at the prime rate. The prime rate of
interest is the rate of interest that major banks charge their most creditworthy
customers. For the purposes of this agreement, we shall determine the prime rate
by using the prime rate reported by the Wall Street Journal on the date funds
are extended to the Company. Based on the current prime rate, it is estimated
that the prime rate shall be 3.25% but that may be subject to adjustment based
on market factors and the fluctuation of the prime rate.
 
 We have
entered into an Amendment to Gigablast Professional Services Agreement, pursuant
to which, Gigablast agrees to reduce our outstanding balance from $34,325.00 to
$17,162.50, which represents a 50% discount to the fees arising from the
professional services provided by Gigablast in connection with developing the So
Act Search Engine and So Act Network and reduce their hourly rate of labor for
further development of the So Act Network from $150 per hour to $75 per hour.
For the aforementioned considerations received, we grant Gigablast the right to
use, for any purpose other than in the field of social action network, all work
or intellectual property that Gigablast has developed for the Company under the
Gigablast Professional Services Agreement. With Gigablast’s service
fees reduction and the loans from Mr. Greg Halpern, we believe until we are able
to achieve profitable operations, we do not need additional capital to fund our
business operations and development.
 
 However,
additional expenses may arise from the maintenance of our regulatory filings and
responsibilities which include legal, accounting and electronic filing services.
It is anticipated that the cost to maintain these activities will be no less
than $76,000 and no more than $108,000. We have entered into a Credit Line
Agreement and Line of Credit Note with Greg Halpern who has agreed to establish
a revolving line of credit for us with a maximum amount of $100,000 that will
mature and expire on May 29, 2011. The Credit Line Agreement shall accrue
interest at the prime rate. The prime rate of interest is the rate of interest
that major banks charge their most creditworthy customers. For the purposes of
this agreement, we shall determine the prime rate by using the prime rate
reported by the Wall Street Journal on the date funds are extended to the
Company. Based on the current prime rate, it is estimated that the prime rate
shall be 3.25% but that may be subject to adjustment based on market factors and
the fluctuation of the prime rate. We believe that the $100,000 will be
sufficient to cover the additional expense arising from maintenance of our
regulatory filings with the SEC.
  We
believe this credit line will be sufficient because, on June 25, we pre-paid
Gigablast $6,000 for one year of hosting of So Act Network. The hosting needs of
the company are therefore paid in full until June 24, 2010. The other potential
fees will apply when we have at least one million users accessing our network on
a daily basis. We do not anticipate other hosting fees for the next 12 months.
As for the hourly fees, the initial development of the network has been
completed and is paid for. On June 25 we completed our Beta test and on June 30,
2009 So Act Network went live with all of the initial features planned; i.e our
no spam- no ads communication tool called Conversations, our People tool
allowing for people to join worldwide and contact and connect with each other,
our Groups tool allowing people to start Groups and work on anything that is
important to them while networking globally with others who seek to pursue those
same interests, our information tool allowing peoples interests to be searched
and found or made publicly available or only upon request, our preferences tool
allowing people to provide publicly updated profiles on their backgrounds or
upon request only, our Web tool which allows ads to be opted in or out and
provides only the top 5 results on the Internet without millions of unusable
pages and last our Press tool which will allow people to create press releases
for major and minor media and a members followers.
 
 We
anticipate approximately $15,000 more between July and August for
completion of all the design work. Other than that, we do not foresee any other
expenses with Gigablast.
 
 This
leaves only the cost of operations (which is primarily salary and the expense of
being public). This includes all salary abated until the company can afford to
pay Greg Halpern, its one employee, after all other expenses of the company are
paid and there is a surplus.
 
 As stated
above, we do not expect significant cash needs other than our regulatory filing
needs (including, legal, accounting and filing fees).  As of July 1,
2009, our cash balance is $15,435.  We do not expect to pay any salary
because the only salary that we have is Mr. Halpern’s salary of $18,000 per
month and that is being deferred.  Additionally, we do not expect to
have any additional general & administrative expenses other than rent in the
amount of $100 per month for the next twelve months.
 - 9
-
  Recent
Accounting Pronouncements
 
 In
December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
160, “Non-controlling
Interests in Consolidated Financial Statements – an amendment of ARB No.
51”.  This statement improves the relevance, comparability, and
transparency of the financial information that a reporting entity provides in
its consolidated financial statements by establishing accounting and reporting
standards that require; the ownership interests in subsidiaries held by parties
other than the parent and the amount of consolidated net income attributable to
the parent and to the non-controlling interest be clearly identified and
presented on the face of the consolidated statement of income, changes in a
parent’s ownership interest while the parent retains its controlling financial
interest in its subsidiary be accounted for consistently, when a subsidiary is
deconsolidated, any retained non-controlling equity investment in the former
subsidiary be initially measured at fair value, entities provide sufficient
disclosures that clearly identify and distinguish between the interests of the
parent and the interests of the non-controlling owners.  SFAS No. 160
affects those entities that have an outstanding non-controlling interest in one
or more subsidiaries or that deconsolidate a subsidiary.  SFAS No. 160
is effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008. Early adoption is prohibited. The
adoption of this statement is not expected to have a material effect on the
Company's financial statements.
 
 In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133”
(SFAS 161). This statement is intended to improve transparency in financial
reporting by requiring enhanced disclosures of an entity’s derivative
instruments and hedging activities and their effects on the entity’s financial
position, financial performance, and cash flows. SFAS 161 applies to all
derivative instruments within the scope of SFAS 133, “Accounting for Derivative
Instruments and Hedging Activities” (SFAS 133) as well as related hedged items,
bifurcated derivatives, and non-derivative instruments that are designated and
qualify as hedging instruments. Entities with instruments subject to SFAS 161
must provide more robust qualitative disclosures and expanded quantitative
disclosures. SFAS 161 is effective prospectively for financial statements issued
for fiscal years and interim periods beginning after November 15, 2008,
with early application permitted. We are currently evaluating the disclosure
implications of this statement.
 
 In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles” (SFAS 162”).  SFAS 162 identifies the sources
of accounting principles and the framework for selecting principles to be used
in the preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles in the
United States.  This statement shall be effective 60 days following the
SEC’s approval of the Public Company Accounting Oversight Board’s amendments to
AU section 411, The Meaning of Present Fairly in Conformity with Generally
Accepted Accounting Principles.  The Company is currently evaluating
the impact of SFAS 162, but does not expect the adoption of this pronouncement
will have a material impact on its financial position, results of operations or
cash flows.
 
 In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts-an interpretation of FASB Statement No. 60.” Diversity
exists in practice in accounting for financial guarantee insurance contracts by
insurance enterprises under FASB Statement No. 60, Accounting and Reporting by
Insurance Enterprises. This results in inconsistencies in the recognition and
measurement of claim liabilities. This Statement requires that an insurance
enterprise recognize a claim liability prior to an event of default (insured
event) when there is evidence that credit deterioration has occurred in an
insured financial obligation. This Statement requires expanded disclosures about
financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information provided
to users of financial statements. The adoption of FASB 163 is not expected to
have a material impact on the Company’s financial position.
 
 Critical
Accounting Policies and Estimates
 
 Our
financial statements and related public financial information are based on the
application of accounting principles generally accepted in the United States
(“GAAP”). GAAP requires the use of estimates; assumptions, judgments and
subjective interpretations of accounting principles that have an impact on the
assets, liabilities, revenues and expense amounts reported. These estimates can
also affect supplemental information contained in our external disclosures
including information regarding contingencies, risk and financial condition. We
believe our use of estimates and underlying accounting assumptions adhere to
GAAP and are consistently and conservatively applied. We base our estimates on
historical experience and on various other assumptions that we believe to be
reasonable under the circumstances. Actual results may differ materially from
these estimates under different assumptions or conditions. We continue to
monitor significant estimates made during the preparation of our financial
statements.
 
 Use of Estimates:In preparing financial
statements in conformity with generally accepted accounting principles,
management is required to make estimates and assumptions that affect the
reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements and revenues and
expenses during the reported period.  Actual results could differ from
those estimates.
 
 Revenue
Recognition:Revenue is recognized when persuasive evidence of
an arrangement exists, delivery has occurred, the fee is fixed or determinable
and collectability is assured.  We had no revenue for the twelve
months ended December 31, 2008 and 2007, respectively.
  - 10
-
  Stock-Based
Compensation:
 
 The
Company accounts for its stock-based compensation under the provisions of SFAS
No.123(R) Accounting for Stock Based Compensation. Under SFAS No. 123(R), the
Company is permitted to record expenses for stock options and other employee
compensation plans based on their fair value at the date of grant. Any such
compensation cost is charged to expense on a straight-line basis over the
periods the options vest. If the options had cashless exercise provisions, the
Company utilizes variable accounting.
  Common
stock, stock options and common stock warrants issued to other than employees or
directors are recorded on the basis of their fair value, as required by SFAS No.
123(R), which is measured as of the date required by EITF Issue 96-18, Accounting for Equity Instruments
That Are Issued to Other Than Employees for Acquiring, or in Conjunction with
Selling, Goods or Services. In accordance with EITF 96-18, the stock
options or common stock warrants are valued using the Black-Scholes model on the
basis of the market price of the underlying common stock on the valuation date,
which for options and warrants related to contracts that have substantial
disincentives to non­performance is the date of the contract, and for all
other contracts is the vesting date. Expense related to the options and warrants
is recognized on a straight-line basis over the shorter of the period over which
services are to be received or the vesting period. Where expense must be
recognized prior to a valuation date, the expense is computed under the
Black-Scholes model on the basis of the market price of the underlying common
stock at the end of the period, and any subsequent changes in the market price
of the underlying common stock up through the valuation date is reflected in the
expense recorded in the subsequent period in which that change
occurs.
 
 In
December 2002, the Financial Accounting Standards Board (FASB) issued SFAS No.
148, Accounting for
Stock-Based Compensation-Transition and Disclosure. SFAS No. 148 also
amends the disclosure requirements of SFAS No. 123(R), requiring prominent
disclosure in annual and interim financial statements regarding a company's
method for accounting for stock-based employee compensation and the effect of
the method on reported results.
 
 Off-Balance Sheet
Arrangements
 
 We do not
have any off-balance sheet arrangements, financings, or other relationships with
unconsolidated entities or other persons, also known as “special purpose
entities” (SPEs).
  ITEM
7A.      QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK.
 
 We are
subject to certain market risks, including changes in interest rates and
currency exchange rates.  We have not undertaken any specific actions to
limit those exposures.
 
 
 - 11
-
 
 ITEM
8.         FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA.
  SO ACT NETWORK, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 
 
 CONTENTS
 
 
 PAGE
                    F-1
      - F-2
                    REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMSPAGE
                    F-3
                    BALANCE
      SHEETS AS OF DECEMBER 31, 2008 AND AS OF DECEMBER 31,
  2007PAGE
                    F-4
                    STATEMENTS
      OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2008
      AND  DECEMBER 31, 2007 AND FOR THE PERIOD DECEMBER 9, 2005
      (INCEPTION) TO DECEMBER 31, 2008PAGE
                    F-5
                    STATEMENT
      OF CHANGES IN STOCKHOLDERS’ DEFICIENCY FOR THE PERIOD FROM DECEMBER
      9, 2005 (INCEPTION) TO DECEMBER 31, 2008PAGE
                    F-6
                    STATEMENTS
      OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2008 AND  DECEMBER
      31, 2007 AND FOR THE PERIOD DECEMBER 9, 2005 (INCEPTION) TO DECEMBER 31,
      2008PAGES
                    F-7
      - F-14
                    NOTES
      TO FINANCIAL STATEMENTS
 
 
    Webb
      & Company, P.A.Certified
      Public Accountants
 
   REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
   To the
Board of Directors of:
 So Act
Network, Inc. (F/K/A 43010, Inc.) (A Development Stage Company)
  We have
audited the accompanying balance sheet of So Act Network, Inc. (F/K/A 43010,
Inc.) (A Development Stage Company) as of December 31, 2008 and the related
statements of operations, changes in stockholders' deficiency and cash flows for
the year then ended and for the period from December 9, 2005(inception) to
December 31, 2008. The financial statements for the year ended December 31, 2007
were audited by other auditors who issued a report dated February 25, 2008. The
financial statements for the period from December 9, 2005 (inception) to
December 31, 2008 in so far as they relate to amounts for the period through
December 31, 2007, are based solely on the report of the other auditors. 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 the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. 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 So Act Network, Inc. (F/K/A 43010,
Inc.) (A Development Stage Company) as of December 31, 2008 and the results of
its operations and its cash flows for the year then ended and for the period
December 9, 2005 (inception) through to December 31, 2008 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 2 to the financial
statements, the Company is in the development stage with no operations, has an
accumulated deficit of $256,820 for the period from December 9, 2005 (Inception)
to December 31, 2008, and has a negative cash flow from operations of $21,914
from inception. These factors raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans concerning these
matters are also described in Note 2. The financial statements do not include
any adjustments that might result from the outcome of this
uncertainty.
    /s/WEBB &
COMPANY, P.A.
 WEBB
& COMPANY, P.A.
  Boynton
Beach, Florida
 March
2, 2009
        F-1
   REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
    We have
audited the accompanying balance sheets of So Act Network, Inc. (F/K/A 43010,
Inc.) as of December 31, 2007 and the related statements of operations,
stockholders’ equity, and cash flows for the the year ended December 31, 2007
and the period from December 9, 2005 (inception) through December 31, 2007.
These financial statements are the responsibility of 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). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. 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 statements presentation. We believe that our audit provides a
reasonable basis for our opinion.
 
 In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of So Act Network at December
31, 2007 and the results of its operations and its cash flows for the twelve
months then ended December 31, 2007 and the period from December 9, 2005
(inception) through December 31, 2007,in conformity with U.S. Generally Accepted
Accounting Principles.
  
 Gately
& Associates, L.L.C.
 Altamonte
Springs, FL
 February
25, 2008
  F-2
   So
      Act Network, Inc.(f/k/a
      43010, Inc.)(A
      Development Stage Company)Balance
      SheetsASSETSDecember
      31, 2008
                                      
                                      
                                      December
      31, 2007Current
      AssetsCash
                                      
                                      $
                                      33,950
                                      
                                      
                                      $
                                      -Prepaid
      Expenses
                                      
                                      
                                      359
                                      
                                      
                                      
                                      -Total  Current
      Assets
                                      
                                      
                                      34,309
                                      
                                      
                                      
                                      -Property
      and Equipment, net
                                      
                                      
                                      2,437Intangible
      assets
                                      
                                      
                                      275
                                      
                                      
                                      
                                      -Total  Assets
                                      
                                      $
                                      37,021
                                      
                                      
                                      $
                                      -LIABILITIES AND STOCKHOLDERS'
      DEFICIENCYCurrent
      LiabilitiesAccounts
      payable
                                      
                                      $
                                      860
                                      
                                      
                                      $
                                      -Accrued
      Expenses
                                      
                                      
                                      46,910
                                      
                                      
                                      
                                      3,150Loan
      payable - related party
                                      
                                      
                                      3,803
                                      
                                      
                                      
                                      -Total
      Current Liabilities
                                      
                                      
                                      51,573
                                      
                                      
                                      
                                      3,150Commitments
      and Contingencies
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -Stockholders'
      DeficiencyPreferred
      stock,  $0.001 par value; 10,000,000 shares
      authorized,No
      shares issued and outstanding
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -Common
      stock,  $0.001 par value; 250,000,000 shares
      authorized,181,940,000
      and 100,000 shares issued and outstanding, respectively
                                      
                                      
                                      181,940
                                      
                                      
                                      
                                      100Additional
      paid-in capital
                                      
                                      
                                      128,078
                                      
                                      
                                      
                                      -Subscription
      receivable
                                      
                                      
                                      (67,750
                                      )
                                      
                                      
                                      -Deficit
      accumulated during the development stage
                                      
                                      
                                      (256,820
                                      )
                                      
                                      
                                      (3,250
                                      )Total
      Stockholders' Deficiency
                                      
                                      
                                      (14,552
                                      )
                                      
                                      
                                      (3,150
                                      )Total
      Liabilities and Stockholders' Deficiency
                                      
                                      $
                                      37,021
                                      
                                      
                                      $
                                      -
  See accompanying notes to
financial statements.
 
 F-3
   So
      Act Network, Inc.(f/k/a
      43010, Inc.)(A
      Development Stage Company)Statements
      of OperationsFor
      the Years Ended December 31,
                                          
                                          
                                          
                                          For
      the Period From
                                            December 9,
      20052008
                                          
                                          
                                          
                                          
                                          2007
                                          
                                          
                                          
                                          (Inception)
      to
                                            December
      31, 2008Operating
      ExpensesGeneral
      and Administrative
                                          
                                          
                                          
                                          $
                                          62,210
                                          
                                          
                                          
                                          
                                          $
                                          1,400
                                          
                                          
                                          
                                          $
                                          65,460Professional
      Fees
                                          
                                          
                                          
                                          
                                          11,325
                                          
                                          
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          
                                          11,325Compensation
                                          
                                          
                                          
                                          
                                          43,549
                                          
                                          
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          
                                          43,549Total
      Operating Expenses
                                          
                                          
                                          
                                          
                                          117,084
                                          
                                          
                                          
                                          
                                          
                                          1,400
                                          
                                          
                                          
                                          
                                          120,334Loss
      from Operations
                                          
                                          
                                          
                                          
                                          (117,084
                                          )
                                          
                                          
                                          
                                          
                                          (1,400
                                          )
                                          
                                          
                                          
                                          (120,334
                                          )Other
      ExpenseInterest
      Expense
                                          
                                          
                                          
                                          
                                          (31
                                          )
                                          
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          
                                          (31
                                          )Total
      Other Expense
                                          
                                          
                                          
                                          
                                          (31
                                          )
                                          
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          
                                          (31
                                          )Provision
      for Income  Taxes
                                          
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          
                                          -Net
      Loss
                                          
                                          
                                          
                                          $
                                          (117,115
                                          )
                                          
                                          
                                          
                                          $
                                          (1,400
                                          )
                                          
                                          
                                          $
                                          (120,365
                                          )Net
      Loss Per Share  - Basic and Diluted
                                          
                                          
                                          
                                          $
                                          (0.00
                                          )
                                          
                                          
                                          
                                          $
                                          (0.00
                                          )Weighted
      average number of shares outstandingduring
      the year Basic and Diluted
                                          
                                          
                                          
                                          
                                          38,818,104
                                          
                                          
                                          
                                          
                                          
                                          400,000
 See accompanying notes to
financial statements.
  F-4
  So
      Act Network, Inc.(f/k/a
      43010, Inc.)(A
      Development Stage Company)Statement
      of Changes in Stockholders' DeficiencyDeficitAccumulatedPreferred
      stock
                                        
                                        
                                        Common
      stock
                                        
                                        
                                        Additional
                                        
                                        
                                        During
      the
                                        
                                        
                                        
                                        
                                        
                                        Totalpaid-in
                                        
                                        
                                        Development
                                        
                                        
                                        Subscription
                                        
                                        
                                        Stockholder'sShares
                                        
                                        
                                        Amount
                                        
                                        
                                        Shares
                                        
                                        
                                        Amount
                                        
                                        
                                        capital
                                        
                                        
                                        Stage
                                        
                                        
                                        Receivable
                                        
                                        
                                        (Deficiency)Balance,
      December 9, 2005 (Inception)
                                        
                                        
                                        -
                                        
                                        
                                        $
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        $
                                        -
                                        
                                        
                                        $
                                        -
                                        
                                        
                                        $
                                        -
                                        
                                        
                                        $
                                        -
                                        
                                        
                                        $
                                        -Stock
      issued on acceptance of incorporation expenses
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        100,000
                                        
                                        
                                        
                                        100
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        100Net
      loss for the peiord December 9, 2005 (Inception) to December 31,
      2005
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (400
                                        )
                                        
                                        
                                        
                                        
                                        
                                        
                                        (400
                                        )Balance,
      December 31, 2005
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        100,000
                                        
                                        
                                        
                                        100
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (400
                                        )
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (300
                                        )Net
      loss
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (1,450
                                        )
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (1,450
                                        )Balance,
      December 31, 2006
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        100,000
                                        
                                        
                                        
                                        100
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (1,850
                                        )
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (1,750
                                        )Net
      loss
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (1,400
                                        )
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (1,400
                                        )Balance,
      December 31, 2007
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        100,000
                                        
                                        
                                        
                                        100
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (3,250
                                        )
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (3,150
                                        )Common
      stock issued for services to founder ($0.001/sh)
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        44,900,000
                                        
                                        
                                        
                                        44,900
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        44,900Common
      stock issued for cash ($0.25/sh)
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        473,000
                                        
                                        
                                        
                                        473
                                        
                                        
                                        
                                        117,777
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (67,750
                                        )
                                        
                                        
                                        50,500Common
      stock issued for services ($0.25/sh)
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        12,000
                                        
                                        
                                        
                                        12
                                        
                                        
                                        
                                        2,988
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        3,000Shares
      issued in connection with stock dividend
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        136,455,000
                                        
                                        
                                        
                                        136,455
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (136,455
                                        )
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -In
      kind contribution of rent
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        2,913
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        2,913Accrued
      expenses payment made by a former shareholder
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        4,400
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        4,400Net
      loss
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (117,115
                                        )
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (117,115
                                        )Balance,
      December 31, 2008
                                        
                                        
                                        -
                                        
                                        
                                        $
                                        -
                                        
                                        
                                        
                                        181,940,000
                                        
                                        
                                        $
                                        181,940
                                        
                                        
                                        $
                                        128,078
                                        
                                        
                                        $
                                        (256,820
                                        )
                                        
                                        $
                                        (67,750
                                        )
                                        
                                        $
                                        (14,552
                                        )
 See accompanying notes to
financial statements.
  F-5
   So
      Act Network, Inc.(f/k/a
      43010, Inc.)(A
      Development Stage Company)Statement
      of Cash FlowsFor
      the Years Ended December 31,
                                            
                                            
                                            For
      the Period FromDecember 9, 2005
                                              (Inception)
      to2008
                                            
                                            
                                            2007
                                            
                                            
                                            December
      31,
                                              2008Cash
      Flows From Operating Activities:Net
      Loss
                                            
                                            $
                                            (117,115
                                            )
                                            
                                            $
                                            (1,400
                                            )
                                            
                                            $
                                            (120,365
                                            )Adjustments
      to reconcile net loss to net cash used in operationsDepreciation
                                            
                                            
                                            127
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            127In
      kind contribution of rent
                                            
                                            
                                            2,913
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            2,913Stock
      issued for services
                                            
                                            
                                            47,900
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            48,000Changes
      in operating assets and liabilities:Increase
      in prepaid expenses
                                            
                                            
                                            (359
                                            )
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (359
                                            )Increase
      accounts payable
                                            
                                            
                                            860
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            860Increase
      in accrued expenses
                                            
                                            
                                            43,760
                                            
                                            
                                            
                                            1,400
                                            
                                            
                                            
                                            46,910Net
      Cash Used In Operating Activities
                                            
                                            
                                            (21,914
                                            )
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (21,914
                                            )Cash
      Flows From Investing Activities:Register
      of trademark
                                            
                                            
                                            (275
                                            )
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (275
                                            )Purchase
      of equipment
                                            
                                            
                                            (2,564
                                            )
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (2,564
                                            )Net
      Cash Used In Investing Activities
                                            
                                            
                                            (2,839
                                            )
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (2,839
                                            )Cash
      Flows From Financing Activities:Proceeds
      from stockholder loans
                                            
                                            
                                            18,803
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            18,803Repayment
      of stockholder loans
                                            
                                            
                                            (15,000
                                            )
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (15,000
                                            )Accrued Expenses payment made by a former shareholder
                                            
                                            
                                            4,400
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            4,400Proceeds
      from issuance of stock, net of subscriptions receivable
                                            
                                            
                                            50,500
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            50,500Net
      Cash Provided by Financing Activities
                                            
                                            
                                            58,703
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            58,703Net
      Decrease in Cash
                                            
                                            
                                            33,950
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            33,950Cash
      at Beginning of Year
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -Cash
      at End of Year
                                            
                                            $
                                            33,950
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            33,950Supplemental disclosure of cash flow
      information:Cash
      paid for interest
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -Cash
      paid for taxes
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -Supplemental disclosure of non-cash investing and
      financing activities:Shares
      issued in connection with stock dividend
                                            
                                            $
                                            136,455
                                            
                                            
                                            
                                            
                                            
                                            
                                            $
                                            136,455Stock
      sold for subscription
                                            
                                            $
                                            67,750
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            67,750
  See accompanying notes to
financial statements.
  F-6
 
 SO
ACT NETWORK, INC.
 (F/K/A
43010, Inc.)
 (A DEVELOPMENT STAGE
COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 AS OF DECEMBER 31, 2008 AND
2007
  NOTE
      1
                    SUMMARY OF SIGNIFICANT
      ACCOUNTING POLICIES AND
ORGANIZATION
 
 (A)
Organization
 So Act
Network, Inc. Inc.  (f/k/a 43010, Inc.) (the “Company”) was
incorporated in Delaware on December 9, 2005. The Company is currently in the
development stage and plans to create search technologies within an online
networking platform.
 
 
 On
October 15, 2008 the Company changed its name to So Act Network,
Inc.
 
 (B) Use of
Estimates
 
 In
preparing financial statements in conformity with generally accepted accounting
principles, management is required to make estimates and assumptions that affect
the reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements and revenues and
expenses during the reported period.  Actual results could differ from
those estimates.
 
 (C) Cash and Cash
Equivalents
 
 For
purposes of the cash flow statements, the Company considers all highly liquid
investments with original maturities of three months or less at the time of
purchase to be cash equivalents.
 
 (D) Property and
Equipment
 
 Property
and equipment are stated at cost, less accumulated
depreciation.  Expenditures for maintenance and repairs are charged to
expense as incurred.  Depreciation is provided using the straight-line
method over the estimated useful life of three to five years.
 
 (E) Revenue
Recognition
 
 Revenue
is recognized when persuasive evidence of an arrangement exists, delivery has
occurred, the fee is fixed or determinable and collectability is
assured.  The Company had no revenue for the twelve months ended
December 31, 2008 and 2007, respectively.
 
 (F) Advertising
Costs
 
 Advertising
costs are expensed as incurred and include the costs of public relations
activities.  These costs are included in general and administrative
expenses and totaled $867 and $0 in the years ended December 31, 2008 and 2007,
respectively.
   F-7
 SO
ACT NETWORK, INC.
 (F/K/A
43010, Inc.)
 (A DEVELOPMENT STAGE
COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 AS OF DECEMBER 31, 2008 AND
2007
  (G) Identifiable Intangible
Assets
 
 As of
December 31, 2008 and 2007, $275 and $0, respectively of costs related to
registering a trademark has been capitalized.  It has been determined
that the trademark has an indefinite useful life and not subject to
amortization.  However, the trademark will be reviewed for impairment
annually, or more frequently if impairment indicators arise.
 
 (H) Loss Per
Share
 
 Basic and
diluted net loss per common share is computed based upon the weighted average
common shares outstanding as defined by Financial Accounting Standards No. 128,
“Earnings per Share.”  As of December 31, 2008 and 2007, respectively,
there were no common share equivalents outstanding.
 
 (I) Income
Taxes
 
 The
Company accounts for income taxes under the Statement of Financial Accounting
Standards No. 109, “Accounting for Income Taxes” (“Statement
109”).  Under Statement 109, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective tax bases.  Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled.  Under Statement 109, the effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date.
 
 As of
December 31, 2008 and 2007, the Company has a net operating loss carry forward
of approximately $67,942 and $3,250, available to offset future taxable income
through 2028 and 2007, respectively. The valuation allowance at December 31,
2008 and 2007 was $23,100 and $650, respectively. The net change in the
valuation allowance for the period ended December 31, 2008 and 2007 was an
increase of $22,820 and $280, respectively.
 
 (J) Business
Segments
 
 The
Company operates in one segment and therefore segment information is not
presented.
    F-8
 SO
ACT NETWORK, INC.
 (F/K/A
43010, Inc.)
 (A DEVELOPMENT STAGE
COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 AS OF DECEMBER 31, 2008 AND
2007
 (K) Recent Accounting
Pronouncements
 
 In
December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
160, “Noncontrolling Interests
in Consolidated Financial Statements – an amendment of ARB No.
51”.  This statement improves the relevance, comparability, and
transparency of the financial information that a reporting entity provides in
its consolidated financial statements by establishing accounting and reporting
standards that require; the ownership interests in subsidiaries held by parties
other than the parent and the amount of consolidated net income attributable to
the parent and to the noncontrolling interest be clearly identified and
presented on the face of the consolidated statement of income, changes in a
parent’s ownership interest while the parent retains its controlling financial
interest in its subsidiary be accounted for consistently, when a subsidiary is
deconsolidated, any retained noncontrolling equity investment in the former
subsidiary be initially measured at fair value, entities provide sufficient
disclosures that clearly identify and distinguish between the interests of the
parent and the interests of the noncontrolling owners.  SFAS No. 160
affects those entities that have an outstanding noncontrolling interest in one
or more subsidiaries or that deconsolidate a subsidiary.  SFAS No. 160
is effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008. Early adoption is prohibited. The
adoption of this statement is not expected to have a material effect on the
Company's financial statements.
 
 In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133”
(SFAS 161). This statement is intended to improve transparency in financial
reporting by requiring enhanced disclosures of an entity’s derivative
instruments and hedging activities and their effects on the entity’s financial
position, financial performance, and cash flows. SFAS 161 applies to all
derivative instruments within the scope of SFAS 133, “Accounting for Derivative
Instruments and Hedging Activities” (SFAS 133) as well as related hedged items,
bifurcated derivatives, and nonderivative instruments that are designated and
qualify as hedging instruments. Entities with instruments subject to SFAS 161
must provide more robust qualitative disclosures and expanded quantitative
disclosures. SFAS 161 is effective prospectively for financial statements issued
for fiscal years and interim periods beginning after November 15, 2008,
with early application permitted. We are currently evaluating the disclosure
implications of this statement.
 
 In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles” (SFAS 162”).  SFAS 162 identifies the sources
of accounting principles and the framework for selecting principles to be used
in the preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles in the
United States.  This statement shall be effective 60 days following the
SEC’s approval of the Public Company Accounting Oversight Board’s amendments to
AU section 411, The Meaning of Present Fairly in Conformity with Generally
Accepted Accounting Principles.  The Company is currently evaluating
the impact of SFAS 162, but does not expect the adoption of this pronouncement
will have a material impact on its financial position, results of
operations or cash flows.
   F-9
 SO
ACT NETWORK, INC.
 (F/K/A
43010, Inc.)
 (A DEVELOPMENT STAGE
COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 AS OF DECEMBER 31, 2008 AND
2007
  In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts-an interpretation of FASB Statement No. 60.” Diversity
exists in practice in accounting for financial guarantee insurance contracts by
insurance enterprises under FASB Statement No. 60, Accounting and Reporting by
Insurance Enterprises. This results in inconsistencies in the recognition and
measurement of claim liabilities. This Statement requires that an insurance
enterprise recognize a claim liability prior to an event of default (insured
event) when there is evidence that credit deterioration has occurred in an
insured financial obligation. This Statement requires expanded disclosures about
financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information provided
to users of financial statements. The adoption of FASB 163 is not expected to
have a material impact on the Company’s financial position.
 
 
 (L) Fair Value of Financial
Instruments
 
 The
carrying amounts on the Company’s financial instruments including accounts
payable, accrued expenses, and stockholder loans, approximate fair value due to
the relatively short period to maturity for this instrument.
  (M) Stock Based
Compensation
 The
Company accounts for its stock-based compensation under the provisions of SFAS
No.123(R) Accounting for Stock Based Compensation.
Under SFAS No. 123(R), the Company is permitted to record expenses for stock
options and other employee compensation plans based on their fair value at the
date of grant. Any such compensation cost is charged to expense on a
straight-line basis over the periods the options vest. If the options had
cashless exercise provisions, the Company utilizes variable
accounting.
 
 Common
stock, stock options and common stock warrants issued to other than employees or
directors are recorded on the basis of their fair value, as required by SFAS No.
123(R), which is measured as of the date required by EITF Issue
96-18, Accounting for Equity
Instruments That Are Issued to Other Than Employees for Acquiring, or in
Conjunction with Selling, Goods or Services. In accordance with EITF
96-18, the stock options or common stock warrants are valued using the
Black-Scholes model on the basis of the market price of the underlying common
stock on the valuation date, which for options and warrants related to contracts
that have substantial disincentives to non­performance is the date of the
contract, and for all other contracts is the vesting date. Expense related to
the options and warrants is recognized on a straight-line basis over the shorter
of the period over which services are to be received or the vesting period.
Where expense must be recognized prior to a valuation date, the expense is
computed under the Black-Scholes model on the basis of the market price of the
underlying common stock at the end of the period, and any subsequent changes in
the market price of the underlying common stock up through the valuation date is
reflected in the expense recorded in the subsequent period in which that change
occurs.
 
 In
December 2002, the Financial Accounting Standards Board (FASB) issued SFAS No.
148, Accounting for
Stock-Based Compensation-Transition and Disclosure. SFAS No. 148 also
amends the disclosure requirements of SFAS No. 123(R), requiring prominent
disclosure in annual and interim financial statements regarding a company's
method for accounting for stock-based employee compensation and the effect of
the method on reported results.
  
 NOTE
      2
                    GOING
      CONCERN
 
 As
reflected in the accompanying financial statements, the Company is in the
development stage with no operations, has an accumulated deficit of $256,820 for
the period from December 9, 2005 (inception) to December 31, 2008 and has
negative cash flow from operations of $21,914 from inception. This raises
substantial doubt about its ability to continue as a going concern. The ability
of the Company to continue as a going concern is dependent on the Company’s
ability to raise additional capital and implement its business plan. The
financial statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern.
 
 Management
believes that actions presently being taken to obtain additional funding and
implement its strategic plans provide the opportunity for the Company to
continue as a going concern.
 
 NOTE
      3
                    NOTE PAYABLE -
      SHAREHOLDER
 
 For the
year ended December 31, 2008 the Company received $18,803 from a principal
shareholder. Pursuant to the terms of the loan, the loan is bearing an annual
interest rate of 3.25% and due on demand. As of December 31, 2008, the Company
still owes $3,803 in principal to the principal shareholder and accrued interest
of $31 (See Note 7).
    F-10
 SO
ACT NETWORK, INC.
 (F/K/A
43010, Inc.)
 (A DEVELOPMENT STAGE
COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 AS OF DECEMBER 31, 2008 AND
2007
  NOTE
      4
                    PROPERTY AND
      EQUIPMENT
 
 At
December 31, 2008 property and equipment is as follows:
 
 2008Website
      Development
                                  
                                  $
                                  2,564Less
      accumulated depreciation and amortization
                                  
                                  
                                  (127
                                  )$
                                  2,437
  Depreciation
expense for the years ended December 31, 2008 was $127.
 
 NOTE
      5
                    STOCKHOLDERS’
      DEFICIENCY
 
 (A) Common Stock Issued for
Cash
 
 On
December 31, 2005, the Company issued 100,000 shares of common stock for cash of
$100 in exchange for acceptance of the incorporation expenses for the Company
($0.001/share). As a result of the 4 for 1 forward stock split (the “Forward Split”), the
100,000 share were increased to 400,000 shares ($0.00025/share) (see Note
5(C)).
 
 For the
year ended December 31, 2008, the Company issued 473,000 shares of common stock
for cash of $118,250 ($0.25/share), of which $67,750 was a subscription
receivable and collected in January 2009 (See Note 8(F)). As a result of the
Forward Split, the 473,000 shares were increased to 1,892,000 shares and the
purchase price was similarly adjusted to $0.0625/share (see Note 5
(C)).
 (B) Stock issued for
Services
 
 On
October 14, 2008, the Company issued 44,900,000 shares of common stock to its
founder having a fair value of $44,900 ($0.001/share) in exchange for services
provided (See Note 7). As a result of the forward split (the “Forward Split”),
the 44,900,000 shares were increased to 179,600,000 shares and the purchase
price was similarly adjusted to $0.00025/share (see Note 5 (C)).
 
 On
November 24, 2008, the Company issued 4,000 shares of common stock having a fair
value of $1,000 ($0.25/share) in exchange for consulting services. As a result
of the Forward Split, the 4,000 shares were increased to 16,000 shares and the purchase
price was similarly adjusted to $0.0625/share (see Note 5 (C)).
 
 On
December 5, 2008, the Company issued 4,000 shares of common stock having a fair
value of $1,000 ($0.25/share) in exchange for consulting services. As a result
of the Forward Split, the 4,000 shares were increased to 16,000 shares and
the purchase price was similarly adjusted to $0.0625/share (see Note 5
(C)).
 
 On
December 20, 2008, the Company issued 4,000 shares of common stock having a fair
value of $1,000 ($0.25/share) in exchange for consulting services. As a result
of the Forward Split, the 4,000 shares were increased to 16,000 shares and
the purchase price was similarly adjusted to $0.0625/share (see Note 5
(C)).
 
 F-11
 SO
ACT NETWORK, INC.
 (F/K/A
43010, Inc.)
 (A DEVELOPMENT STAGE
COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 AS OF DECEMBER 31, 2008 AND
2007
 (C) Stock Split Effected in
the Form of a Stock Dividend
 
 On
January 16, 2009, the Company's Board of Directors declared a four-for-one stock
split to be effected in the form of a stock dividend.  The stock split
was distributed on January 16, 2009 to shareholders of record.  A
total of 136,455,000 shares of common stock were issued.  All basic
and diluted loss per share and average shares outstanding information has been
adjusted to reflect the aforementioned stock dividend (See Note
8(B)).
  (D)
In Kind Contribution
  During
the fourth quarter of 2008, a former stockholder of the company paid $4,400 of
operating  expenses on behalf of the company.
  During
the fourth quarter of 2008, the principal stockholder contributed office space
with a fair value of $2,913. (See note 7.)
 NOTE
      6
                    COMMITMENTS
 
 Employment
Agreement
 
 On
October 13, 2008 the Company executed an employment agreement with its President
and CEO.  The term of the agreement is ten years.  As
compensation for services, the President will receive a monthly compensation of
$18,000 beginning October 13, 2008.  In addition, to the base salary,
the employee is entitled to receive a 10% commission of all sales of the
Corporation.  The agreement also calls for the employee to receive
health benefits (See Note 7).
 NOTE
      7
                      RELATED PARTY
      TRANSACTIONS
 On
October 14, 2008, the Company issued 44,900,000 shares of common stock to its
founder having a fair value of $44,900 ($0.001/share) in exchange for services
provided (See Note 5(B)). As a result of the Forward Split, the 44,900,000
shares were increased to 179,600,000 shares and the purchase price was similarly adjusted to
$0.0625/share (see Note 5 (C)).
 On
October 13, 2008 the Company executed an employment agreement with its President
and CEO.  The term of the agreement is ten years.  As
compensation for services, the President will receive a monthly compensation of
$18,000 beginning October 13, 2008.  In addition, to the base salary,
the employee is entitled to receive a 10% commission of all sales of the
Corporation.  The agreement also calls for the employee to receive
health benefits (See Note 6).
 
 For the
year ended December 31, 2008 the Company received $18,803 from a principal
shareholder. Pursuant to the terms of the loan, the loan is bearing an annual
interest rate of 3.25% and is due on demand. As of December 31, 2008, the
Company still owes $3,803 in principal to the principal shareholder and accrued
interest of $31 (See Note 3).
  During
the fourth quarter of 2008, the principal stockholder contributed office space
with a fair value of $2,913. (See note 5(D).)
 
 
 F-12
 
 SO
ACT NETWORK, INC.
 (F/K/A
43010, Inc.)
 (A DEVELOPMENT STAGE
COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 AS OF DECEMBER 31, 2008 AND
2007
 
 NOTE
      8
                    SUBSEQUENT
      EVENTS
 
 (A) Amendment to Articles of
Incorporation
 
 January
27, 2009 the Company amended its Articles of Incorporation to provide for an
increase in its authorized share capital. The authorized capital stock increased
to 250,000,000 common shares at a par value of $0.001 per share, and 10,000,000
preferred shares at a par value of $0.001 with class and series designations,
voting rights, and relative rights and preferences to be determined by the Board
of Directors of the Company from time to time.
 
 (B) Stock Split Effected in
the Form of a Stock Dividend
 
 On
January 16, 2009, the Company's Board of Directors declared a four-for-one stock
split to be effected in the form of a stock dividend.  The stock split
was distributed on January 16, 2009 to shareholders of record.  A
total of 136,455,000 shares of common stock were issued.  All basic
and diluted loss per share and average shares outstanding information has been
adjusted to reflect the aforementioned stock dividend (See Note 5
(C)).
 
 (C) Consulting
Agreement
 
 On
January 19, 2009, the Company entered into a consulting agreement to construct
social network software for a fee of $150 and $375 an hour.  The
contract will remain in place until either party desire to cancel.  A
retainer fee of $20,000 has been paid upon the execution of the agreement and
will be used towards the services provided.  In addition, on January
14, 2009 the Company issued 20,000 shares in exchange for services valued at
$5,000($0.25/share) As a result of the Forward Split, the 20,000 shares
were increased to 80,000 shares. (See Note
8(E)).
  On
January 20, 2009, the Company entered into a service agreement with a transfer
agent to become the Company's transfer agent for the purpose of maintaining
stock ownership and transfer records for the Company.
 
 (D)Stock issued for
Cash
 
 On
January 2, 2009, the Company entered into stock purchase agreements to issue
20,000 shares of common stock for cash of $5,000 ($0.25/share). As a result of
the Forward Split, the 20,000 shares were increased to 80,000 shares and the purchase price was similarly adjusted to
$0.0625/share (see Note 5 (C)).
 On
January 3, 2009, the Company entered into stock purchase agreements to issue
2,000 shares of common stock for cash of $500 ($0.25/share). As a result of the
Forward Split, the 2,000 shares were increased to 8,000 shares and the
purchase price was similarly adjusted to $0.0625/share (see Note 5
(C)).
    F-13
 SO
ACT NETWORK, INC.
 (F/K/A
43010, Inc.)
 (A DEVELOPMENT STAGE
COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 AS OF DECEMBER 31, 2008 AND
2007
 On
January 3, 2009, the Company entered into stock purchase agreements to issue
2,000 shares of common stock for cash of $500 ($0.25/share). As a result of the
Forward Split, the 2,000 shares were increased to 8,000 shares and the
purchase price was similarly adjusted to $0.0625/share (see Note 5
(C)).
 On
January 11, 2009, the Company entered into stock purchase agreements to issue
32,000 shares of common stock for cash of $8,000 ($0.25/share). As a result of
the Forward Split, the 32,000 shares were increased to 128,000 shares and the
purchase price was similarly adjusted to $0.0625/share (see Note 5
(C)).
 On
January 12, 2009, the Company entered into stock purchase agreements to issue
2,000 shares of common stock for cash of $500 ($0.25/share). As a result of the
Forward Split, the 2,000 shares were increased to 8,000 shares and the
purchase price was similarly adjusted to $0.0625/share (see Note 5
(C)).
 On
January 15, 2009, the Company entered into stock purchase agreements to issue
4,000 shares of common stock for cash of $1,000 ($0.25/share). As a result of
the Forward Split, the 4,000 shares were increased to 16,000 shares and the
purchase price was similarly adjusted to $0.0625/share (see Note 5
(C)).
 (E) Stock issued for
Services
 
 On
January 12, 2009, the Company issued 4,000 shares of common stock having a fair
value of $1,000 ($0.25/share) in exchange for consulting services. As a result
of the Forward Split, the 4,000 shares were increased to 16,000 shares and the
purchase price was similarly adjusted to $0.0625/share (see Note 5
(C)).
 (F) Subscription
Receivable
 
 During
the month of January 2009, $67,750 of stock subscription receivable has been
collected (See Note 5(A)).
    F-14
 ITEM
9.         CHANGES IN AND
DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
  Our
accountant is Webb & Company, P.A. Independent Registered Public
Accounting Firm. We do not presently intend to change accountants. At no time
have there been any disagreements with such accountants regarding any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure.
  ITEM
9A.      CONTROLS AND PROCEDURES
  Evaluation
of Disclosure Controls and Procedures
  Pursuant
to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”),
the Company carried out an evaluation, with the participation of the Company’s
management, including the Company’s Chief Executive Officer (“CEO”) and Chief
Financial Officer (“CFO”) (the Company’s principal financial and accounting
officer), of the effectiveness of the Company’s disclosure controls and
procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the
end of the period covered by this report. Based upon that evaluation, the
Company’s CEO and CFO concluded that the Company’s disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Company in the reports that the Company files or submits under the Exchange
Act, is recorded, processed, summarized and reported, within the time periods
specified in the SEC’s rules and forms, and that such information is accumulated
and communicated to the Company’s management, including the Company’s CEO and
CFO, as appropriate, to allow timely decisions regarding required
disclosure.
 
 Management's
Annual Report on Internal Control Over Financial Reporting.
 
 The
management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting for the
Company.  Our internal control system was designed to, in general,
provide reasonable assurance to the Company’s management and board regarding the
preparation and fair presentation of published financial statements, but because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
 
 Our
management assessed the effectiveness of the Company’s internal control over
financial reporting as of December 31, 3008.  The framework used by
management in making that assessment was the criteria set forth in the document
entitled “ Internal Control – Integrated Framework” issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Based on that assessment,
our CEO and CFO have determined and concluded that, as of December 31, 3008, the
Company’s internal control over financial reporting was effective.
 
 This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the Company's registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the Company to provide only management's report
in this annual report.
  Changes
in Internal Control over Financial Reporting
 
 No change
in our system of internal control over financial reporting occurred during the
period covered by this report, fourth quarter of the fiscal year ended December
31, 2008 that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
  - 12
-
  PART
III
  ITEM
10.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS: COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
 
 Our sole
executive officer and director and their respective age as of July 17, 2009 is
as follows:
  NAME
              AGE
              POSITIONGreg
      Halpern
              51
              President,
      Chief Executive Officer, Chief Financial
Officer
  Set forth
below is a brief description of the background and business experience of our
executive officers and directors for the past five years.
  Greg
Halpern
 
 Greg
Halpern is the founder of So Act Network, Inc. From 1997 to 2001 Mr. Halpern was
the CEO of Circle Group Internet, Inc. (CRGQ: OTCBB). From 2002 to 2005, Mr.
Halpern was the Chief Executive Officer of Circle Group Holdings Inc. (AMEX:
CXN, formerly CRGQ.OB) and continued to be the CEO after it changed its name to
Z-Trim Holdings Inc. (AMEX: ZTM) from 2006 - 2007. Circle Group was a venture
capital firm for emerging technology companies which provided small business
infrastructure, funding and intellectual capital to bring timely life-changing
technologies to market through all early phases of the commercialization
process. Mr. Halpern’s efforts there were focused on acquiring life improving
technologies and bringing these products to the marketplace. In 2003, Mr.
Halpern and his wife founded an unincorporated non-profit organization “People
for Ultimate Kindness Toward All Living Creatures on Earth” whose purpose is and
has been to identify problems on earth and those who are working to solve them.
The Ultimate Kindness is a non-profit organization independent from the So Act
Nework. The Ultimate Kindness and the So Act Network share no financial interest
or otherwise. In 2007, Mr. Halpern resigned from his position at Z-Trim Holdings
and took a one (1) year sabbatical from business touring the Continental United
States in his RV with his family. Currently, Mr. Halpern serves as the
president, Chief Executive Officer and Chief Financial Officer of So Act
Network, Inc, and devotes approximately 50 hours each week to the management and
operations of So Act Network.
  Term
of Office
  Our
directors are appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws. Our officers are appointed by our board of directors and hold
office until removed by the board
 
 Current
Issues and Future Management Expectations
 
 No board
audit committee has been formed as of the filing of this Annual
Report.
  Compliance
With Section 16(A) Of The Exchange Act.
  Section
16(a) of the Exchange Act requires the Company’s officers and directors, and
persons who beneficially own more than 10% of a registered class of the
Company’s equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and are required to
furnish copies to the Company. To the best of the Company’s knowledge, any
reports required to be filed were timely filed in fiscal year ended December 31,
2008.
  Code
of Ethics
  The
Company has adopted a Code of Ethics applicable to its Chief Executive Officer
and Chief Financial Officer. This Code of Ethics is filed herewith as an
exhibit.
 
 ITEM
11.       EXECUTIVE COMPENSATION
 
 The
following summary compensation table sets forth all compensation awarded to,
earned by, or paid to the named executive officer during the years ended
December 31, 2008, 2007, and 2006 in all capacities for the accounts of our
executive, including the Chief Executive Officer (CEO) and Chief Financial
Officer (CFO):
  - 13
-
  SUMMARY
COMPENSATION TABLE
  Name
      and Principal Position
              Year
              
              Salary
                ($)
              
              Bonus
                ($)
              
              Stock
                Awards
                ($)
              
              Option
      Awards
                ($)
              
              Non-Equity
      Incentive Plan Compensation ($)
              
              Non-Qualified
      Deferred Compensation Earnings
                ($)
              All
      Other Compensation
                ($)
              
              Totals
                ($)Greg
      Halpern,
              2008
              
              $
              43,548
              
              0
              
              
              44,900
              
              0
              
              
              0
              
              0
              0
              
              $
              88,448CEO&CFO
              2007
              
              $
              0
              
              0
              
              $
              0
              
              0
              
              
              0
              
              0
              0
              
              $
              0Michael
      Raleigh
              2008
              
              $
              0
              
              0
              
              
              0
              
              0
              
              
              0
              
              0
              0
              
              $
              0CEO
      & CFO
              2007
              
              $
              0
              
              0
              
              $
              0
              
              0
              
              
              0
              
              0
              0
              
              $
              0
  (1)
              The
      salary stated has been accrued and remains unpaid. In addition to the base
      salary, Mr. Greg Halpern shall be entitled to a monthly commission equal
      to 10% of all of our sales.
  Option Grants
Table.There were
no individual grants of stock options to purchase our common stock made to the
executive officer named in the Summary Compensation Table through December 31,
2008.
  Aggregated
Option Exercises and Fiscal Year-End Option Value Table.There were no stock options
exercised during period ending December 31, 2008 by the executive officer named
in the Summary Compensation Table.
  Long-Term Incentive Plan
(“LTIP”) Awards Table.There were no awards made to a named executive officer in the last
completed fiscal year under any LTIP
  Compensation of
Directors
 
 Directors
are permitted to receive fixed fees and other compensation for their services as
directors. The Board of Directors has the authority to fix the compensation of
directors. No amounts have been paid to, or accrued to, directors in such
capacity.
 
 Employment
Agreements
 
 Mr. Greg
Halpern, our President, CEO and CFO, entered into an Employment Agreement with
us on October 13, 2008.  Pursuant to the Employment Agreement, the
term of the employment shall be for a period of ten (10) years commencing on
October 13, 2008. The term of this Employment Agreement shall automatically be
extended for additional terms of one (1) year each unless either party gives
prior written notice of non-renewal to the other party no later than sixty (60)
days prior to the expiration of the end of the 10 years. Subject to the terms of
the Employment Agreement, we shall pay Mr. Halpern eighteen thousand dollars per
month as compensation for his services rendered as provided in the Employment
Agreement. In addition to the base salary, Mr. Halpern shall be entitled to a
monthly commission equal to 10% of all of our sales. The Employment Agreement
was attached as Exhibit 10.1 to the Form 8-K filed on October 17, 2008, and is
incorporated here within by reference.
 
 Other
than Greg Halpern, we do not have any other employees.
 
 We have
not had a promoter at any time during our past five fiscal years.
  ITEM
12.       SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
  The
following table provides the names and addresses of each person known to us to
own more than 5% of our outstanding shares of common stock as of July 17,
2009 and by the officers and directors, individually and as a group. Except as
otherwise indicated, all shares are owned directly.
  Title
      of Class
              Name
      and Address
                of
      Beneficial Owner
              Amount
      and Nature
                of
      Beneficial Owner
              Percent
      of
                Class
      (1)Common
      Stock
              Greg
      Halpern
                Address:
      11008 Morning Dove Lane
                Spring
      Grove, IL 60081
              180,000,000
              98.75%Common
      Stock
              All
      executive officers and directors as a group
              180,000,000
              98.75%
  - 14
-
  Stock Option
Grants
  We have
not granted any stock options to our executive officer since our
incorporation.
 
 ITEM 13.       CERTAIN
RELATIONSHIPS AND RELATED TRANSACTION, AND DIRECTOR
INDEPENDENCE
 
 On
December 20, 2008, we issued 4,000 shares of common stock to Serena Halpern for
the web design services provided to us in late 2008. These shares were issued
pursuant to an exemption from registration under Section 4(2) of the Securities
Act of 1933, as amended. After the completion of a 4 for 1 forward split of our
common stock on January 16, 2009, the 4,000 shares were increased to 16,000
shares.  Serena Halpern is the daughter of Greg Halpern. The services
provided were preparation of the Company Logo design which is now a registered
Trademark, and all three designs and redesigns of the Company web site including
the current version in use by So Act and its members. The Company believes the
fee to Ms. Halpern, which consisted of $1,000 paid in restricted stock at $0.25
cents per share is comparable to third party providers of web services of
comparable experience and expertise.
  During
the fourth quarter of 2008, Greg Halpern contributed office space with a fair
value of $2,913. On October 14, 2008, we issued 44,900,000 shares of common
stock of to Mr. Greg Halpern for his services rendered.  The shares
were issued as founder’s shares for running the business and beginning its
operations.  These shares were issued pursuant to an exemption from
registration under Section 4(2) of the Securities Act of 1933, as
amended.  After the completion of a 4 for 1 forward split of our
common stock on January 16, 2009, the 44,900,000 shares were increased to
179,600,000 shares.
 
 On
October 13, 2008, we executed an employment agreement with Mr. Greg Halpern, our
President and CEO. The term of the agreement is ten (10) years. As compensation
for services, Mr. Halpern will receive a monthly compensation of $18,000
beginning October 13, 2008. In addition, to the base salary, Mr. Halpern is
entitled to receive a 10% commission of all of our sales.
 
 For the
year ended December 31, 2008, we received $18,803 from Mr. Greg Halpern, our
principal shareholder. Pursuant to the loan agreement, the loan bears an annual
interest rate of 3.25% and is due on demand. As of December 31, 2008, we still
owe $3,803 in principal and accrued interest of $31.
  ITEM
14.       PRINCIPAL ACCOUNTANT FEES AND
SERVICES
 
 Audit
Fees
  For the
Company’s fiscal years ended December 31, 2008 and 2007, we were billed
approximately $1,200 and $1,050 for professional services rendered for
the audit and review of our financial statements.
  Audit Related
Fees
 
 There
were no fees for audit related services for the years ended December 31, 2008
and 2007.
 
 Tax Fees
  For the
Company’s fiscal years ended December 31, 2008 and 2007, we were not billed for
professional services rendered for tax compliance, tax advice, and tax
planning.
  All Other
Fees
  The
Company did not incur any other fees related to services rendered by our
principal accountant for the fiscal years ended December 31, 2008 and
2007.
  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.
 
 - 15
-
   Effective
May 6, 2003, the Securities and Exchange Commission adopted rules that require
that before our auditor is engaged by us to render any auditing or permitted
non-audit related service, the engagement be:
 
 -approved
by our audit committee; or
 
 -entered
into pursuant to pre-approval policies and procedures established by the audit
committee, provided the policies and procedures are detailed as to the
particular  service,  the  audit committee is
informed of each service, and such policies and procedures do not include
delegation of the audit committee's responsibilities to management.
 
 We do not
have an audit committee.  Our entire board of directors pre-approves
all services provided by our independent auditors.
 
 The
pre-approval process has just been implemented in response to the new rules.
Therefore, our board of directors does  not have  records
of  what percentage of the above fees were
pre-approved.  However, all of the above services and fees were
reviewed and approved by the entire board of directors either before or after
the respective services were rendered.
   PART
IV
 
 ITEM
15.       EXHIBITS, FINANCIAL STATEMENT
SCHEDULES.
  a)
Documents filed as part of this Annual Report
  1.
Consolidated Financial Statements
  2.
Financial Statement Schedules
  3.
Exhibits
  14.1          Code
of Ethics
 3.1*          Amendment
to the Articles of Incorporation Filed on October 15, 2008 with the
Delaware State of Secretary
 31.1          Rule
13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer and Chief
Financial Officer
 32.1          Section
1350 Certification of Chief Executive Officer and Chief Financial
Officer
  
 *Filed as Exhibit 3.1 to the Form 8-K filed on October 17, 2009 and
incorporated herein by reference.
 
  
 - 16
-
 
 SIGNATURES
  In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this Annual Report to be signed on its
behalf by the undersigned, thereunto duly authorized.
  Dated:
August 7, 2009
  By/s/Greg
Halpern
 Greg
Halpern,
 Chief
Executive Officer,
 Chief
Financial Officer (Principal Accounting Officer)
 
  In
accordance with the Exchange Act, 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/
      Greg Halpern
              
              Chief
      Executive Officer,
              
              August
      7 , 2009Greg
      Halpern
              
              Chief
      Financial Officer (Principal Accounting Officer)