10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________

Amendment No.  2 to

FORM 10-Q

_______________

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

For the quarterly period ended March 31, 2009

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

 For the transition period from ______to______.

SO ACT NETWORK, INC.

 (Exact name of registrant as specified in Charter)

DELAWARE	000-51886	26-3534190
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(IRS Employee Identification No.)

5715 Will Clayton Parkway, #6572

Humble, TX 77338

(Address of Principal Executive Offices)

 _______________

210-401-7667

(Issuer Telephone number)

_______________

 (Former Name or Former Address if Changed Since Last Report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer 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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer.  See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

Large Accelerated Filer o    Accelerated Filer o     Non-Accelerated Filer o     Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.

Yes x No o

State the number of shares outstanding of each of the issuer’s classes of common equity, as of May 12, 2009:  182,284,000 shares of Common Stock.  

SO ACT NETWORK, INC.

FORM 10-Q

March 31, 2009

INDEX

PART I-- FINANCIAL INFORMATION

Item 1.	Financial Statements
Item 2.	Management’s Discussion and Analysis of Financial Condition
Item 3	Quantitative and Qualitative Disclosures About Market Risk
Item 4T.	Control and Procedures

PART II-- OTHER INFORMATION

Item 1	Legal Proceedings
Item 1A	Risk Factors
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds
Item 3.	Defaults Upon Senior Securities
Item 4.	Submission of Matters to a Vote of Security Holders
Item 5.	Other Information
Item 6.	Exhibits and Reports on Form 8-K

SIGNATURE

Item 1. Financial Information

SO ACT NETWORK, INC.

(A DEVELOPMENT STAGE COMPANY)

CONTENTS

PAGE	1	CONDENSED BALANCE SHEETS AS OF MARCH 31, 2009 (UNAUDITED) AND AS OF DECEMBER 30, 2008 (AUDITED).
PAGE	3	CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2009 AND 2008 AND FOR THE PERIOD DECEMBER 9, 2005 (INCEPTION) TO MARCH 31, 2009 (UNAUDITED).
PAGE	3	CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIENCY FOR THE PERIOD FROM DECEMBER 9, 2005 (INCEPTION) TO MARCH 31, 2009 (UNAUDITED).
PAGE	4	CONDENSED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2009 AND 2008 AND FOR THE PERIOD DECEMBER 9, 2005 (INCEPTION) TO MARCH 31, 2009 (UNAUDITED).
PAGES	5 - 12	NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED).

So Act Network, Inc.
(A Development Stage Company)
Condensed Balance Sheets
ASSETS
	March 31, 2009			December 31, 2008
	(Unaudited)
Current Assets
Cash	$	4,168		$	33,950
Prepaid expenses		3,049			359
Total  Current Assets		7,217			34,309
Property and Equipment, net		62,382			2,437
Intangible assets		275			275
Total  Assets	$	69,874		$	37,021
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities
Accounts payable	$	35,967		$	860
Accrued expenses		45,398			46,910
Loan payable - related party		-			3,803
Total Current Liabilities		81,365			51,573
Commitments and Contingencies
Stockholders' Deficiency
Preferred 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,
182,284,000 and 181,940,000 shares issued and outstanding, respectively		182,284			181,940
Additional paid-in capital		151,534			128,078
Subscription receivable		-			(67,750	)
Deficit accumulated during the development stage		(345,309	)		(256,820	)
Total Stockholders' Deficiency		(11,491	)		(14,552	)
Total Liabilities and Stockholders' Deficiency	$	69,874		$	37,021

See accompanying notes to condensed unaudited financial statements

-1-

So Act Network, Inc.
(A Development Stage Company)
Condensed Statements of Operations
UNAUDITED
	For the Three Months Ended,						For the Period From December 9, 2005 (Inception) to
	March 31, 2009			March 31, 2008			March 31, 2009
Operating Expenses
General and Administrative	$	18,934		$	250		$	84,394
Professional Fees		15,555			-			26,880
Compensation		54,000			-			97,549
Total Operating Expenses		88,489			250			208,823
Loss from Operations		(88,489	)		(250	)		(208,823	)
Other Expense
Interest Expense		-			-			(31	)
Total Other Expense		-			-			(31	)
Provision for Income  Taxes		-			-			-
Net Loss	$	(88,489	)	$	(250	)	$	(208,854	)
Net Loss Per Share  - Basic and Diluted	$	(0.00	)	$	(0.00	)
Weighted average number of shares outstanding
during the year Basic and Diluted		182,247,733			400,000

See accompanying notes to condensed unaudited financial statements

-2-

So Act Network, Inc.
(A Development Stage Company)
Condensed Statement of Changes in Stockholders' Deficiency
For the Period from December 9, 2005 (Inception) to March 31, 2009
	Preferred stock				Common stock				Additional									Total
									paid-in			Accumulated			Subscription			Stockholder's
	Shares		Amount		Shares		Amount		capital			Deficit			Receivable			(Deficiency)
Balance, December 9, 2005 (Inception)		-	$	-		-	$	-	$	-		$	-		$	-		$	-
Stock issued on acceptance of incorporation expenses		-		-		100,000		100		-			-			-			100
Net loss for the period 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		-			-			-			44,900
Common stock issued for cash ($0.25/sh)		-		-		473,000		473		117,777			-			(67,750	)		50,500
Common stock issued for services ($0.25/sh)		-		-		12,000		12		2,988			-			-			3,000
Shares issued in connection with stock dividend		-		-		136,455,000		136,455		-			(136,455	)		-			-
In kind contribution of rent		-		-		-		-		2,913			-			-			2,913
Accrued expenses payment made by a former shareholder		-		-		-		-		4,400			-			-			4,400
Net loss		-		-		-		-		-			(117,115	)		-			(117,115	)
Balance, December 31, 2008		-		-		181,940,000		181,940		128,078			(256,820	)		(67,750	)		(14,552	)
Common stock issued for cash ($0.25/sh)		-		-		62,000		62		15,438			-			-			15,500
Common stock issued for services ($0.25/sh)		-		-		24,000		24		5,976			-			-			6,000
Shares issued in connection with stock dividend		-		-		258,000		258		(258	)		-			-			-
Stock offering costs		-		-		-		-		(850	)		-			-			(850	)
Collection of subscription receivable		-		-		-		-		-			-			67,750			67,750
In kind contribution of rent		-		-		-		-		3,150			-			-			3,150
Net loss for the period ended March 31, 2009		-		-		-		-		-			(88,489	)		-			(88,489	)
Balance March 31, 2009, UNAUDITED		-	$	-		182,284,000	$	182,284	$	151,534		$	(345,309	)	$	-		$	(11,491	)

See accompanying notes to condensed unaudited financial statements

-3-

So Act Network, Inc.
(A Development Stage Company)
Condensed Statements of Cash Flows
UNAUDITED
	For the Three Months Ended						For the Period From December 9, 2005 (Inception) to
	March 31, 2009			March 31, 2008			March 31, 2009
Cash Flows From Operating Activities:
Net Loss	$	(88,489	)	$	(250	)	$	(208,854	)
Adjustments to reconcile net loss to net cash used in operations
Depreciation		211			-			338
Stock offering costs		(850	)		-			(850	)
In kind contribution of rent		3,150			-			6,063
Stock issued for services		6,000			-			54,000
Changes in operating assets and liabilities:
Increase in prepaid expenses		(2,690	)		-			(3,049	)
Increase accounts payable		35,107			-			35,967
(Decrease)/Increase in Accrued Expenses		(1,512	)		250			45,398
Net Cash Used In Operating Activities		(49,073	)		-			(70,987	)
Cash Flows From Investing Activities:
Register of trademark		-			-			(275	)
Purchase of equipment		(60,156	)		-			(62,720	)
Net Cash Used In Investing Activities		(60,156	)		-			(62,995	)
Cash Flows From Financing Activities:
Proceeds from stockholder loans		-			-			18,503
Repayment of stockholder loans		(3,803	)		-			(18,503	)
Accrued expenses payment made by a former shareholder		-			-			4,400
Proceeds from issuance of stock, net of subscriptions receivable		15,500			-			133,750
Proceeds from collection of stock subscription		67,750			-			-
Net Cash Provided by Financing Activities		79,447			-			138,150
Net Decrease in Cash		(29,782	)		-			4,168
Cash at Beginning of Period		33,950			-			-
Cash at End of Period	$	4,168		$	-		$	4,168
Supplemental 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	$	258					$	136,713

See accompanying notes to condensed unaudited financial statements

-4-

SO ACT NETWORK, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF MARCH 31, 2009

(UNAUDITED)

NOTE 1     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

(A) Organization

So Act Network, 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) Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in The United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information.  Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations.

It is management's opinion, however that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statements presentation.  The results for the interim period are not necessarily indicative of the results to be expected for the year.

Activities during the development stage include developing the business plan and raising capital.

(C) 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.

(D) 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.

(E) 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.

-5-

SO ACT NETWORK, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF MARCH 31, 2009

(UNAUDITED)

(F) Revenue Recognition

Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectibility is assured.  The Company had no revenue for three months ended March 31, 2009 and 2008, respectively.

(G) 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 $0 and $0 for the three months ended March 31, 2009 and 2008, respectively.

(H) Identifiable Intangible Assets

As of March 31, 2009 and 2008, $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.

(I) 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 March 31, 2009 and 2008, respectively, there were no common share equivalents outstanding.

(J) 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.

 (K) Business Segments

The Company operates in one segment and therefore segment information is not presented.

-6-

SO ACT NETWORK, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF MARCH 31, 2009

(UNAUDITED)

(L) 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 did not 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. The adoption of this statement did not have a material impact on the Company’s financial statements.

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.

-7-

SO ACT NETWORK, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF MARCH 31, 2009

(UNAUDITED)

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 did not have a material impact on the Company’s financial position.

(M) 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.

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 $345,309 for the period from December 9, 2005 (inception) to March 31, 2009, and has negative cash flow from operations of $70,987 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 owed $3,803 in principal to the principal shareholder and accrued interest of $31.  For the three months ended March 31, 2009 the shareholder loan balance has been repaid and the balance is $0. (See Note 7).

-8-

SO ACT NETWORK, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF MARCH 31, 2009

(UNAUDITED)

NOTE 4    PROPERTY AND EQUIPMENT

At March 31, 2009 and 2008, respectively,  property and equipment is as follows:

	March 31, 2009			March 31, 2008
Website Development	$	61,185		$	-
Software		400			-
Office Equipment		1,135			-
Less accumulated depreciation and amortization		(338	)		-
	$	62,382		$	-

Depreciation expense for three months ended March 31, 2009 and 2008 was $211 and $0, respectively.

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 forward split, the 100,000 shares 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.   During the month of January 2009, $67,750 of stock subscription receivable was collected  As a result of the forward split, the 473,000 shares were increased to 1,892,000 shares ($0.0625/share). (See Note 5(C)).

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 ($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 ($0.0625/share) (See Note 5(C)).

-9-

SO ACT NETWORK, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF MARCH 31, 2009

(UNAUDITED)

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 ($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 ($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 ($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 ($0.0625/share) (See Note 5(C)).

In February of 2009, the Company paid direct offering costs of $850 related to the securities sold.

(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.  As a result of the forward split, the 44,900,000 shares were increased to 179,600,000 shares and its purchase price was similarly adjusted to $0.00025 ((See Note 5(C) and 7).

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 its purchase price was similarly adjusted to $0.0625 (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 its purchase price was similarly adjusted to $0.0625 (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 its purchase price was similarly adjusted to $0.0625 (See Note 5(C)).

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 its purchase price was similarly adjusted to $0.0625 (See Note 5(C)).

On January 14, 2009, the Company issued 20,000 shares of common stock having a fair value of $5,000 ($0.25/share) in exchange for services related to a development services agreement entered on January 19, 2009 (See Note 6(B)).  As a result of the forward split, the 20,000 shares were increased to 80,000 shares and its purchase price was similarly adjusted to $0.0625 (See Note 5(C)).

-10-

SO ACT NETWORK, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF MARCH 31, 2009

(UNAUDITED)

(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 136,713,000 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.

(D) 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.

(E) In Kind Contribution

During the fourth quarter of 2008, a former shareholder of the Company paid $4,400 of operating expenses on behalf of the Company.

During the fourth quarter of 2008, the principal shareholder contributed office space with a fair market value of $2,913 (See Note 7).

For the three months ended March 31, 2009, the principal shareholder contributed office space with a fair market value of $3,150 (See Note 7).

NOTE 6     COMMITMENTS

(A) 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).

-11-

SO ACT NETWORK, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF MARCH 31, 2009

(UNAUDITED)

(B) 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 was 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) (See Note 5(B)).  As a result of the forward split, the 20,000 shares increased to 80,000 shares (See Note 5(C)).

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.

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 (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(A)).

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 owed $3,803 in principal to the principal shareholder and accrued interest of $31.  For the three months ended March 31, 2009 the shareholder loan balance has been repaid and the balance is $0 (See Note 3).

During the fourth quarter of 2008, the principal shareholder contributed office space with a fair market value of $2,913 (See Note 5(E)).

For the three months ended March 31, 2009, the principal shareholder contributed office space with a fair market value of $3,150 (See Note 5(E)).

NOTE 8     SUBSEQUENT EVENT

On May 11, 2009 the Company received $9,500 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.

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ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS 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.

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.

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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.

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.

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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 Quarters Ended March 31,
	2009			2008
Operating Expenses
General and Administrative	$	18,934		$	250
Professional Fees		15,555			-
Compensation		54,000			-
Total Operating Expenses		88,489			250
Loss from Operations		(88,489	)		(250	)
Other Expense
Interest Expense		-			-
Total Other Expense		-			-
Provision for Income  Taxes		-			-
Net Loss	$	(88,489	)	$	(250	)
Net Loss Per Share  - Basic and Diluted	$	(0.00	)	$	(0.00	)
Weighted average number of shares outstanding
during the year Basic and Diluted		182,247,733			400,000

For the Quarter ended March 31, 2009 and for the Quarter ended March 31, 2008

General and Administrative Expenses: Our general and administrative expenses were $18,934 for the first fiscal quarter of 2009 and $250 for the first quarter of 2008, representing an increase of $18,684 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.

Professional Fees: Our professional fees were $15,555 for the first fiscal quarter of 2009, compared to $0 for the first quarter of 2008, representing an increase of $15,555 as a result of our payment to an increase in the expenses associated with the preparation of our financial statements and regulatory filings.

Compensation: Our compensation expenses were $54,000 for the first fiscal quarter of 2009 and $0 for the first quarter of 2008, representing an increase of $54,000 as a result of our payment of monthly compensation to Mr. Greg Halpern, our President and CEO, pursuant to an employment agreement with we entered into with Mr. Greg Halpern on October 13, 2008. A copy of the employment agreement was attached as Exhibit 10.1 to the Form 8-K filed on October 17, 2008.

Net Loss: Our net loss for the first quarter of 2009 was $88,489, compared to $250 for the first quarter of 2008. The increase in net loss was the result of the substantial increase in our operating expenses.

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Liquidity and Capital Resources

We are in the development state with no revenue and have an accumulated deficit of $345,309 for the period from December 9, 2005 (inception) to March 31, 2009, and have negative cash flow from operations of $70,987 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 March 31, 2009, 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. For 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.

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.

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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.

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.

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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 three months ended March 31, 2009 and 2008, respectively.

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 3. Quantitative and Qualitative Disclosures About Market Risk

Not required for Smaller Reporting Companies.

Item 4T.  Controls and Procedures

a) Evaluation of Disclosure Controls. 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.

(b)   Changes in internal control over financial reporting. There have been no changes in our internal control over financial reporting that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A. Risk Factors.

Not required for smaller reporting companies.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

All of the shares issued and purchase price have been adjusted to take in account the 4 for 1 forward stock split that was effectuated January 2009.

We were incorporated in the State of Delaware in December, 2005. On October 7, 2008, we issued 180,000,000 shares of our common stock to Mr. Greg Halpern, our President, CEO and Chairman for services rendered.

These securities were issued pursuant to the exemption provided under Section 4(2) of the Securities Act. These shares of our common stock qualified for exemption since the issuance shares by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, the shareholder had the necessary investment intent as required by Section 4(2) since she agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction.

In connection with our private placement completed January 2009, we issued 2,140,000 shares of our common stock to 36 investors at $.0625 per share for an aggregate purchase price of $133,750 to the investors listed below.

We issued these shares in reliance on the safe harbor provided by Regulation D Rule 506 promulgated under Section 4(2) of the Securities Act of 1933, as amended.  These stockholders who received the securities representations that (a) the stockholder is acquiring the securities for his, her or its own account for investment and not for the account of any other person and not with a view to or for distribution, assignment or resale in connection with any distribution within the meaning of the Securities Act, (b) the stockholder agrees not to sell or otherwise transfer the purchased shares unless they are registered under the Securities Act and any applicable state securities laws, or an exemption or exemptions from such registration are available, (c) the stockholder has knowledge and experience in financial and business matters such that he, she or it is capable of evaluating the merits and risks of an investment in us, (d) the stockholder had access to all of our documents, records, and books pertaining to the investment and was provided the opportunity to ask questions and receive answers regarding the terms and conditions of the offering and to obtain any additional information which we possessed or were able to acquire without unreasonable effort and expense, and (e) the stockholder has no need for the liquidity in its investment in us and could afford the complete loss of such investment. Our management made the determination that the investors in instances where we relied on Regulation D are accredited investors (as defined in Regulation D) based upon our management’s inquiry into their sophistication and net worth. In addition, there was no general solicitation or advertising for securities issued in reliance upon Regulation D.

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Name	Shares Beneficially Owned Prior To Offering
Dawn Sadler	16,000
Shari Barman  Trust	8,000
Jane Stratton Trust	8,000
Beatrice Peak	16,000
Ilan Awerbuch	16,000
Bradley Schlachter	8,000
Linn Schlachter	8,000
Edward Halpern Trust	8,000
Dianne Halpern Trust	8,000
John Rekevics	8,000
Luis Arteaga	8,000
Dale Schirmer	80,000
Renee Schirmer	80,000
Timothy Litchfield	160,000
Esther Stearns	8,000
Jan Cohn Stearns	8,000
Brian T. Bowman	1,296,000
Dean Yizhong Deng	80,000
Susan Blackman	8,000
John W. Steinborn	24,000
Stephen Eisen	8,000
Steven Hashimoto	8,000
Rex M. Carroll	8,000
Robert Galliani	8,000
Karen Rosenberg	4,000
Marc Ledergeber	64,000
Renate Soderstrom	8,000
Jan Soderstrom	80,000
Wayne Criswell	8,000
Dan Maguire	16,000

Stephen R. Minkler	16,000
Vicky Davis	8,000
Gary Urista	8,000
Vera Fischer	16,000
Jaziba O’Brien	16,000
Victoria Galliani	8,000

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On January 27, 2009, our board of directors authorized the issuance of 144,000 shares of our common stock to five (5) individuals (as provided in the table below) as compensation for their services rendered. Julian Tydelski has provided all audio engineering services for our web commercial, valued at $1,000.  His services were rendered and completed on June 10, 2009. Matt Wells, CEO of Gigablast, provided design services for the So Act Search Engine and Network, valued at $5,000, in the first quarter of 2009. Al Lautenslager provided the market research service, valued at $1,000, in the first quarter of 2009.  Daniel Ruchman will provide his market research services, valued at $1,000, in the second quarter of 2009. Serena Halpern completed her web design service, valued at $1,000, in late 2008. All of their shares were valued at the offering price of .0625 on a dollar for dollar basis. The following table illustrates the shares each of the five (5) individuals received as compensation for the abovementioned services:

Julian Tydelski	16,000
Al Lautenslager	16,000
Matt Wells	80,000
Daniel T. Ruchman	16,000
Serena Halpern	16,000

We issued the shares to the five (5) individuals in reliance on the exemption provided by Section 4(2) of the Securities Act of 1933, as amended The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, the shareholder had the necessary investment intent as required by Section 4(2) since she agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for these transactions .  

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

On January 28, 2009, without soliciting proxies or consent, our majority shareholder approved an amendment to our Certificate of Incorporations of to increase the authorized capital stock to Two Hundred and Sixty Million (260,000,000) shares, of which Two Hundred and Fifty Million (250,000,000) shares will be common stock, par value $.001 per share, and Ten Million (10,000,000) shares will be preferred stock, par value $.001 per share.

Item 5. Other Information.

None

Item 6. Exhibits and Reports of Form 8-K.

(a)         Exhibits

              31.1 Certifications pursuant to Section 302 of Sarbanes Oxley Act of 2002

              32.1 Certifications pursuant to Section 906 of Sarbanes Oxley Act of 2002

(b)         Reports on Form 8-K  

              None.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SO ACT NETWORK, INC.
Date: July 30 , 2009	By:	/s/ Greg Halpern
		Greg Halpern Chief Executive Officer, Chief Financial Officer (Principal Accounting Officer) Director

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EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

AND CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Greg Halpern, certify that:

1. I have reviewed this amended Form 10-Q of  So Act Network, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods present in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financing reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.

SO ACT NETWORK, INC.
By:	/s/ Greg Halpern
	Greg Halpern
	Chief Executive Officer Chief Financial Officer

July 30, 2009

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF

CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the accompanying Amended Quarterly Report on Form 10-Q/A of So Act Network, Inc. for the period ending March 31, 2009, I, Greg Halpern , Chief Executive Officer of So Act Network, Inc. hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:

1.	Such Quarterly Report of Form 10-Q/A for the period ending March 31, 2009, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in such Quarterly Report on Form 10-Q/A for the period ended March 31, 2009, fairly represents in all material respects, the financial condition and results of operations of So Act Network, Inc.

Date: July 30, 2009

By: /s/ Greg Halpern

Greg Halpern 

Chief Executive Officer,

Chief Financial Officer

(Principal Accounting Officer)

Director