UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 25, 2011

SOEFL, Inc.

 (Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

333-158153

(Commission File Number)

26-3550286

 (IRS Employer Identification No.)

112 North Curry Street

Carson City, Nevada 89703

 (Address of principal executive offices)(Zip Code)

(877) 685-1955

Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[___] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[___] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[___] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[___] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

1

Item 1.01 Entry into a Material Definitive Agreement

On July 25, 2011, SOEFL, Inc., a Nevada corporation (the “Company”) entered into an Agreement and Plan of Merger dated July 8, 2011, by and among the Company, SurePure Acquisition Corp., a Nevada corporation and a wholly-owned subsidiary of the Company, and SurePure Investment Holding AG, a Switzerland corporation (“SurePure”).

Under the terms and conditions of the Agreement, the Company will sell 26,822,215 shares of common stock Company in consideration for all the issued and outstanding shares in SurePure.  The effect of the issuance will be that SurePure shareholders will hold approximately 60% of the issued and outstanding shares of common stock of the Company.  Separately, a wholly-owned subsidiary of the Company will merge with SurePure, with the effect that SurePure will be a wholly-owned subsidiary of the Company.  The transaction is anticipated to close in September 2011, subject to SurePure shareholder approval and customary closing conditions, as set forth in the Agreement.  The Agreement further provides that upon consummation of the transaction, SOEFL will change its name to “SurePure, Inc.”

SurePure’s business is the marketing and sale of liquid photo-purification (Ultra Violet) technology that purifies turbid liquids, including milk, beer, fruit juice, wine, carbonated beverages and industrial applications, including water.  SurePure’s patented technology uses ultra violet light to provide a green alternative to heat and chemicals in the purification of turbid liquids.

Item 3.03 Material Modification to Rights of Security Holders

Effective June 10, 2011, the board of directors of the Company approved an amendment to the Company’s Articles of Incorporation increasing the number of authorized shares of common stock from 75,000,000 to 750,000,000 and effecting a fifteen and two-tenths-for-one (15.2:1) forward split of the Company’s issued and outstanding shares of common stock.  The forward split was effective with the Financial Industry Regulatory Authority as of the opening of business on June 14, 2011.  As a result of the forward stock split, each share of the Company’s common stock issued and outstanding on such date was split into 15.2 shares of the Company’s common stock.