10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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:      May 31, 2010

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

For the transition period from ___________ to ____________

Commission file number:  333-155277

EFL OVERSEAS, INC.

(Exact name of registrant as specified in its charter)

Nevada	26-3062721
(State or other jurisdiction	(IRS Employer
of incorporation or organization)	Identification No.)

250-777 N. Rainbow Blvd., Las Vegas, NV  89107

(Address of principal executive offices)   (Zip Code)

702-938-3656

(Registrant’s telephone number, including area code)

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 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.

Large accelerated filer □	Accelerated filer □
Non-accelerated filer □	Smaller reporting company x
(Do not check if a smaller reporting company)

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

Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of June 30, 2010, the registrant had 6,600,000 outstanding shares of common stock.

FORWARD LOOKING STATEMENTS

The information contained in this Form 10-Q contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties. Any statement which does not contain an historical fact may be deemed to be a forward-looking statement. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict", "potential" or "continue", the negative of such terms or other comparable terminology. In evaluating forward looking statements, you should consider various factors outlined in our latest Form 10-K filed with U.S. Securities Exchange Commission (“SEC”) on October 29, 2009 and, from time to time, in other reports we file with the SEC. These factors may cause our actual results to differ materially from any forward-looking statement. We disclaim any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements.

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PART 1 – FINANCIAL INFORMATION

ITEM 1.   Financial Statements

EFL OVERSEAS, INC.

(A Development Stage Company)

BALANCE SHEETS

				May 31, 2010		August 31, 2009
				(Unaudited)		(Audited)
ASSETS
CURRENT  ASSETS
	Cash		$	9,940	$	230
	Total current assets			9,940		230
	TOTAL ASSETS		$	9,940	$	230
LIABILITIES AND STOCKHOLDER'S DEFICIT
CURRENT  LIABILITIES
	Accounts payable and accrued liabilities		$	16,735	$	7,819
	Due to related party			7,000		2,383
Notes payable related party				20,000		-
Total current liabilities				43,735		10,202
	TOTAL LIABILITIES			43,735		10,202
STOCKHOLDERS’ DEFICIT
	Capital stock (Note 3)
	Authorized
		75,000,000 shares of common stock, $0.001 par value,
	Issued and outstanding
		6,600,000  shares of common stock  103,300,000 shares – August 31, 2009		6,600		103,300
	Additional paid-in capital			107,587		1,650
	Deficit accumulated during the development stage			(147,982)		(114,922)
	Total stockholders’ deficit			(33,795)		(9,972)
	TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT		$	9,940	$	230

The accompanying notes are an integral part of these financial statements

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EFL OVERSEAS, INC.

(A Development Stage Company)

STATEMENTS OF OPERATIONS

(Unaudited)

											From inception
											(July 22, 2008)
			Three Months ended May 31,				Nine Months ended  May 31,				to May 31,
			2010		2009		2010		2009		2010
EXPENSES
	Office & general	$	(23,393)	$	(1,181)	$	(24,478)	$	(1,211)	$	(26,504)
	Professional fees		82		(2,500)		(8,582)		(10,450)		(26,477)
NET LOSS		$	(23,311)	$	(3,681)	$	(33,060)	$	(11,661)	$	(52,982)
BASIC NET LOSS PER COMMON SHARE		$	0.00	$	0.00	$	0.00	$	0.00
WEIGHTED AVERAGE NUMBER OF BASIC
COMMON SHARES OUTSTANDING			73,263,370		100,136,200		73,263,370		100,136,200

The accompanying notes are an integral part of these financial statements

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 EFL OVERSEAS, INC.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

(Unaudited)

							From inception
							(July 22, 2008) to
			Nine Months ended May 31,				May 31,
			2010		2009		2010
CASH FLOW FROM OPERATING ACTIVITIES
	Net loss	$	(33,060)	$	(11,161)	$	(52,982)
	Adjustment to reconcile net loss to net cash used in
	operating activities
	Increase in accrued expenses & Account Payables		8,916		3,141		16,735
NET CASH USED IN OPERATING ACTIVITIES			(24,144)		(8,520)		(36,247)
CASH FLOWS FROM FINANCING ACTIVITIES
	Proceeds from related party		13,954		4,950		26,287
	Increase in notes payable related party		20,000		-		20,000
	Common stock repurchased and cancelled		(100)		-		(100)
NET CASH PROVIDED BY FINANCING ACTIVITIES			33,854		4,950		46,187
NET INCREASE (DECREASE) IN CASH			9,710		(3,570)		9,940
CASH, BEGINNING OF PERIOD			230		3,855		-
CASH, END OF PERIOD		$	9,940	$	285	$	9,940
Supplemental cash flow information and noncash financing activities:
Cash paid for:
	Interest	$	-	$	-	$	-
	Forgiveness of debt	$	9,337	$	-	$	9,337

The accompanying notes are an integral part of these financial statements

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EFL OVERSEAS, INC.

(A Development Stage Enterprise)

NOTES TO THE FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION

EFL Overseas, Inc. (“Company”) is in the initial development stage and has incurred losses since inception totalling $147,982.  The Company was incorporated on July 22, 2008 in the State of Nevada and established a fiscal year end at August 31.  The Company is a development stage company as defined under FASB ASC 915-10, “Development Stage Entities” and was organized to recruit both qualified professional and unqualified amateur instructors to teach English in Japan and Brazil.  All activities of the Company to date relate to its organization, initial funding and share issuances.

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the year ended August 31, 2009 included in the Company’s annual report on Form 10-K, filed with the SEC. In the opinion of management, all adjustments considered necessary for a fair presentation have been included.  All such adjustments are of a normal recurring nature.  Operating results for the three and nine month period ended May 31, 2010, are not necessarily indicative of the results that may be expected for the fiscal year ending August 31, 2010.  For further information refer to the financial statements and footnotes thereto included in the Company’s Form 10-K for the year ended August 31, 2009.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements present the balance sheet, statements of operations, stockholders' deficit and cash flows of the Company. These financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.

Use of Estimates and Assumptions

Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures.  Accordingly, actual results could differ from those estimates.

Income Taxes

The Company follows the liability method of accounting for income taxes in accordance with FASB ASC 740-10, “Income Taxes”. Under this method, 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 balances.  Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.

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EFL OVERSEAS, INC.

(A Development Stage Enterprise)

NOTES TO THE FINANCIAL STATEMENTS

(Unaudited)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Net Loss per Share

Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period.  Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company.  Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share.

Stock-based Compensation

The Company has not adopted a stock option plan and has not granted any stock options.  Accordingly no stock-based compensation has been recorded to date.

Share Based Expenses

The Financial Accounting Standards Board FASB ASC 505-10, “Equity-Based Payments,” requires a public entity to expense the cost of employee services received in exchange for an award of equity instruments. This statement also provides guidance on valuing and expensing these awards, as well as disclosure requirements of these equity arrangements.  The Company adopted FASB ASC 505-10 upon creation of the company and expenses share based costs in the period incurred.

Going concern

The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern.  This contemplates the realization of assets and the liquidation of liabilities in the normal course of business.  Currently, the Company does not have material assets, nor does it have operations or a source of revenue sufficient to cover its operation costs giving substantial doubt for it to continue as a going concern.  The Company has a deficit accumulated since inception (July 22, 2008) through May 31, 2010 of $147,982.  The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company.  There can be no assurance that the Company will be successful in either situation in order to continue as a going concern.  The officers and directors have committed to advancing certain operating costs of the Company. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the company cannot continue in existence.

The ability of the Company to continue as a going concern is dependent on raising capital to fund its business plan and ultimately to attain profitable operations.  Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern.  The Company is funding its initial operations by way of issuing Founder’s shares.   As of May 31, 2010, the Company had issued 5,000,000 Founder’s shares at $0.001 per share for net funds to the Company of $5,000. During May 2010, Open Bay Holdings, a related party, advanced the Company $27, 000 to support its operations.

Fair Value Instruments

In accordance with the requirements of FASB ASC 820-10, “Fair Value Measurements and Disclosures”, the Company has determined the estimated fair value of financial instruments using available market information and appropriate valuation methodologies.  The fair value of financial instruments classified as current assets or liabilities approximate their carrying value due to the short-term maturity of the instruments.

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EFL OVERSEAS, INC.

(A Development Stage Enterprise)

NOTES TO THE FINANCIAL STATEMENTS

(Unaudited)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recent Accounting Pronouncements

In January 2010, the FASB issued Accounting Standards Update (ASU) 2010-01, “Equity (Topic 505-10): Accounting for Distributions to Shareholders with Components of Stock and Cash (A Consensus of the FASB Emerging Issues Task Force)”.  This amendment to Topic 505 clarifies the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a limit on the amount of cash that will be distributed if not a stock dividend for purposes of applying Topics 505 and 260. Effective for interim and annual periods ending on or after December 15, 2009, and would be applied on a retrospective basis.  The Company does not expect the provisions of ASU 2010-01 to have a material effect on the financial position, results of operations or cash flows of the Company.

InJanuary 2010, the FASB issued Accounting Standards Update (ASU) 2010-02, “Consolidation (Topic 810): Accounting and Reporting for Decreases in Ownership of a Subsidiary”.  This amendment to Topic 810 clarifies, but does not change, the scope of current US GAAP.  It clarifies the decrease in ownership provisions of Subtopic 810-10 and removes the potential conflict between guidance in that Subtopic and asset derecognition and gain or loss recognition guidance that may exist in other US GAAP.  An entity will be required to follow the amended guidance beginning in the period that it first adopts FAS 160 (now included in Subtopic 810-10).  For those entities that have already adopted FAS 160, the amendments are effective at the beginning of the first interim or annual reporting period ending on or after December 15, 2009. The amendments should be applied retrospectively to the first period that an entity adopted FAS 160.  The Company does not expect the provisions of ASU 2010-02 to have a material effect on the financial position, results of operations or cash flows of the Company.

In January 2010, the FASB issued Accounting Standards Update (ASU) 2010-6, “Improving Disclosures about Fair Value Measurements.” This update requires additional disclosure within the roll forward of activity for assets and liabilities measured at fair value on a recurring basis, including transfers of assets and liabilities between Level 1 and Level 2 of the fair value hierarchy and the separate presentation of purchases, sales, issuances and settlements of assets and liabilities within Level 3 of the fair value hierarchy. In addition, the update requires enhanced disclosures of the valuation techniques and inputs used in the fair value measurements within Levels 2 and 3. The new disclosure requirements are effective for interim and annual periods beginning after December 15, 2009, except for the disclosure of purchases, sales, issuances and settlements of Level 3 measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010. As ASU 2010-6 only requires enhanced disclosures, the Company does not expect that the adoption of this update will have a material effect on its financial statements.

NOTE 3– STOCKHOLDERS’ DEFICIT

The Company’s capitalization is 75,000,000 common shares with a par value of $0.001 per share.  No preferred shares have been authorized or issued.

On April 28, 2010, the company effected a 20:1 forward split.

On July 31, 2008, a director of the Company purchased 100,000,000 shares of the common stock in the Company at $0.00005 per share for $5,000.

On February 26, 2009, 3,300,000 shares of the common stock in the Company were sold for cash at $0.00015 for $4,950.

On April 20, 2010, a former director, Gabriel Jones, sold 96,700,000 common shares for $100. The shares were subsequently cancelled,

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EFL OVERSEAS, INC.

(A Development Stage Enterprise)

NOTES TO THE FINANCIAL STATEMENTS

(Unaudited)

NOTE 3– STOCKHOLDERS’ DEFICIT (CONT'D)

All references in these financial statements and notes to the financial statements to number of shares, price per share and weighted average number of shares outstanding prior to this split have been adjusted to reflect the split  on a retroactive basis unless otherwise noted.

As of May 31, 2010, the Company has not granted any stock options and has not recorded any stock-based compensation.

NOTE 4- RELATED PARTY

On April 20, 2010, the former director forgave a loan in the amount of $9,337 which was owed to her by the Company.

As on May 11, 2010 Open Bay Holdings, a related party advanced in the amount of $20,000, under the note payable agreement to pay for operating expenses. The amount due under such note payable agreement is unsecured, bears no interest and is due on demand.

As of May 31, 2010, Open Bay Holdings, a related party paid $7,000 of expenses on behalf of the Company. The amounts due to the related party are unsecured and non-interest bearing with no set terms of repayment.

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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The Company was formed in July 2008 to recruit persons to teach English to students in Japan and Brazil.  The Company never generated any revenue and essentially abandoned its business plan in early 2009.

On April 19, 2010 Gabriel Jones resigned as an officer and director of the Company and Keiko Narita resigned as a director of the Company.

On April 20, 2010, Gabriel Jones sold 4,835,000 shares of common stock to the Company. These shares, which were purchased for $100, were subsequently cancelled.

On April 20, 2010, Herbert T. Schmidt was appointed as the Company’s President, Principal Financial and Accounting Officer, and Secretary.

On April 28, 2010, shareholders owning a majority of the Company’s outstanding shares approved a 20 for 1 forward split of the Company’s common stock.

The amendment to the Company’s Articles of Incorporation pertaining to the forward stock split was filed with the Nevada Secretary of State on May 3, 2010.

The forward stock split became effective on the OTC Bulletin Board on June 30, 2010.

Prior to the forward stock split, the Company had 330,000 shares of common stock outstanding.  Subsequent to the forward stock split the Company had 6,600,000 outstanding shares of common stock.

The Company is attempting to acquire another business or company.

As of May 31, 2010 the Company has incurred losses since inception of $(147,982) and had a stockholders’ deficit of $(33,795).

Results of Operations

The Company abandoned its original business plan in early 2009. Since that date, it has been relatively inactive.

The Company's general and administrative expenses for the three and nine months ended May 31, 2010 increased when compared to the same period during  the prior fiscal year.This increase resulted largely from personnel expenditures required to maintain regulatory compliance and examine possible business opportunities. 

ITEM 4.                   CONTROLS AND PROCEDURES

Herbert Schmidt, the Company’s Principal Executive and Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934)  as of the end of the period covered by this report, and in his opinion, the Company’s disclosure controls and procedures are effective.

There were no changes in the Company’s internal controls over financial reporting that occurred during the fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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ITEM 4T.                   CONTROLS AND PROCEDURES

There were no changes in the Company’s internal controls over financial reporting that occurred during the fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 6. Exhibits

Exhibit
Number	Exhibit Name
3.1	Articles of Incorporatin(1)
3.1.1	Amendment to Articles of Incorporation
3.2	Bylaws (as amended)
31	Rule 13a-14(a) Certification
32	Section 1350 Certification

(1)   Incorporated by reference to the same exhibit filed with the Company’s registration statement on Form S-1 (Commission File No. 333-155277).

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SIGNATURES

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

Dated July 14, 2010		EFL OVERSEAS, INC.
	BY:	/s/ Herbert Schmidt
		Herbert Schmidt, Principal Executive,
		Financial and Accounting Officer

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EX-3.1

EXHIBIT 3.1.1

ROSS MILLER

Secretary of State

204 North Carson St., Suite 1

Carson City, Nevada 89701-4520

(775) 684-5708

Website: www.nvsos.gov

Filed in the Office of	Document Number
Ross Miller	20100301844-13
Secretary of State	Filing Date and Time
State of Nevada	5/3/2010
	Entity Number
	E0473672008-2

CERTIFICATE OF AMENDMENT

Certificate of Amendment to the Articles of Incorporation

For Nevada Profit Corporations

(Pursuant to NRS 78.385 – After Issuance of Stock)

1.           Name of Corporation:

EFL OVERSEAS, INC.

2.           The articles have been amended as follows (provide article numbers, if available):

The following paragraph has been added to Article 3:

Effective May 15, 2010 each outstanding share of this Corporation’s common stock will automatically be converted into twenty shares of this Corporation’s common stock.  Any fractional share resulting from the forward stock split will be rounded to the nearest whole share.

3.           The vote by which the stockholders holding shares in the corporation entitling them to exercise a least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is:    174,000

4.           Effective date of filing (optional):   N/A

5.           Signatures:

/s/ Herbert T. Schmidt                                           

           Signature

EX-3.2

EXHIBIT 3.2

AMENDED BYLAWS

OF

EFL OVERSEAS, INC.

ARTICLE I

OFFICES

Section l.  Offices:

The principal office of the Corporation shall be determined by the Board of Directors, and the Corporation shall have other offices at such places as the Board of Directors may from time to time determine.

ARTICLE II

STOCKHOLDER'S MEETINGS

Section l.  Place:

The place of stockholders' meetings shall be the principal office of the Corporation unless another location shall be determined and designated from time to time by the Board of Directors.

Section 2.  Annual Meeting:

The annual meeting of the stockholders of the Corporation for the election of directors to succeed those whose terms expire, and for the transaction of such other business as may properly come before the meeting, shall be held each year on a date to be determined by the Board of Directors.

Section 3.  Special Meetings:

Special meetings of the stockholders for any purpose or purposes may be called by the President, the Board of Directors, or the holders of ten percent (l0%) or more of all the shares entitled to vote at such meeting, by the giving of notice in writing as hereinafter described.

Section 4.  Voting:

At all meetings of stockholders, voting may be viva voce; but any qualified voter may demand a stock vote, whereupon such vote shall be taken by ballot and the Secretary shall record the name of the stockholder voting, the number of shares voted, and, if such vote shall be by proxy, the name of the proxy holder.  Voting may be in person or by proxy appointed in writing, manually signed by the stockholder or his duly authorized attorney-in-fact.  No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided therein.  One third of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders.

Each stockholder shall have such rights to vote as the Articles of Incorporation provide for each share of stock registered in his name on the books of the Corporation, except where the transfer books of the Corporation shall have been closed or a date shall have been fixed as a record date, not to exceed, in any case, fifty (50) days preceding the meeting, for the determination of stockholders entitled to vote.  The Secretary of the Corporation shall make, at least ten (l0) days before each meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each, which list, for a period of ten (l0) days prior to such meeting, shall be kept on file at the principal office of the Corporation and shall be subject to inspection by any stockholder at any time during usual business hours.  Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any stockholder during the whole time of the meeting.

Section 5.  Order of Business:

The order of business at any meeting of stockholders shall be as follows:

1.	Calling the meeting to order.
2.	Calling of roll.
3.	Proof of notice of meeting.
4.	Report of the Secretary of the stock represented at the meeting and the existence
	or lack of a quorum.
5.	Reading of minutes of last previous meeting and disposal of any unapproved
	minutes.
6.	Reports of officers.
7.	Reports of committees.
8.	Election of directors, if appropriate.
9.	Unfinished business.
10.	New business.
11.	Adjournment.
12.	To the extent that these Bylaws do not apply, Roberts’ Rules of Order shall
	prevail.

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Section 6.  Notices:

Written or printed notice stating the place, day, and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (l0) nor more than fifty (50) days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary, or the officer or persons calling the meeting, to each stockholder of record entitled to vote at such meeting.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

Section 7.  Quorum:

A quorum at any annual or special meeting shall consist of the representation in person or by proxy of one-third in number of shares of the outstanding capital stock of the Corporation entitled to vote at such meeting.  In the event a quorum is not present, the meeting may be adjourned by those present for a period not to exceed sixty (60) days at any one adjournment; and no further notice of the meeting or its adjournment shall be required.  The stockholders entitled to vote, present either in person or by proxy at such adjourned meeting, shall, if equal to a majority of the shares entitled to vote at the meeting, constitute a quorum, and the votes of a majority of those present in numbers of shares entitled to vote shall be deemed the act of the shareholders at such adjourned meeting.

ARTICLE III

BOARD OF DIRECTORS

Section l.  Organization and Powers:

The Board of Directors shall constitute the policy-making or legislative authority of the Corporation.  Management of the affairs, property, and business of the Corporation shall be vested in the Board of Directors, which shall consist of not less than one or more than ten members, who shall be elected by a plurality vote for a term of one (l) year, and shall hold office until their successors are elected and qualify.  The number of directors shall be established from time-to-time by a resolution of the directors.  Directors need not be stockholders.  Directors shall have all powers with respect to the management, control, and determination of policies of the Corporation that are not limited by these Bylaws, the Articles of Incorporation, or by statute, and the enumeration of any power shall not be considered a limitation thereof.

Section 2.  Vacancies:

Any vacancy in the Board of Directors, however caused or created, shall be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board, or at a special meeting of the stockholders called for that purpose.  The directors elected to fill vacancies shall hold office for the unexpired term and until their successors are elected and qualify.

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Section 3.  Regular Meetings:

A regular meeting of the Board of Directors shall be held, without other notice than this Bylaw, immediately after and at the same place as the annual meeting of stockholders or any special meeting of stockholders at which a director or directors shall have been elected.  The Board of Directors may provide by resolution the time and place, either within or without the State of Nevada, for the holding of additional regular meetings without other notice than such resolution.

Section 4.  Special Meetings:

Special meetings of the Board of Directors may be held at the principal office of the Corporation, or such other place as may be fixed by resolution of the Board of Directors for such purpose, at any time on call of the President or of any member of the Board, or may be held at any time and place without notice, by unanimous written consent of all the members, or with the presence and participation of all members at such meeting.  A resolution in writing signed by all the directors shall be as valid and effectual as if it had been passed at a meeting of the directors duly called, constituted, and held.

Section 5.  Notices:

Notices of both regular and special meetings, except when held by unanimous consent or participation, shall be mailed by the Secretary to each member of the Board not less than three days before any such meeting and notices of special meetings may state the purposes thereof.  No failure or irregularity of notice of any regular meeting shall invalidate such meeting or any proceeding thereat.

Section 6.  Quorum and Manner of Acting:

A quorum for any meeting of the Board of Directors shall be a majority of the Board of Directors as then constituted.  Any act of the  majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.  Any action of such majority, although not at a regularly called meeting, and the record thereof, if assented to in writing by all of the other members of the Board, shall always be as valid and effective in all respects as if otherwise duly taken by the Board of Directors.

Section 7.  Executive Committee:

The Board of Directors may by resolution of a majority of the Board designate two (2) or more directors to constitute an executive committee, which committee, to the extent provided in such resolution, shall have and may exercise all of the authority of the Board of Directors in the management of the Corporation; but the designation of such committee and the delegation of authority thereto shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed on it or him by law.

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Section 8.  Order of Business:

The order of business at any regular or special meeting of the Board of Directors, unless otherwise prescribed for any meeting by the Board, shall be as follows:

1.	Reading and disposal of any unapproved minutes.
2.	Reports of officers and committees.
3.	Unfinished business.
4.	New business.
5.	Adjournment.
6.	To the extent that these Bylaws do not apply, Roberts’ Rules of Order shall
	prevail.

ARTICLE IV

OFFICERS

Section l.  Titles:

The officers of the Corporation shall consist of a President, one or more Vice Presidents, a Secretary, and a Treasurer, who shall be elected by the directors at their first meeting following the annual meeting of stockholders.  Such officers shall hold office until removed by the Board of Directors or until their successors are elected and qualify.  The Board of Directors may appoint from time to time such other officers as it deems desirable who shall serve during such terms as may be fixed by the Board at a duly held meeting.  The Board, by resolution, shall specify the titles, duties and responsibilities of such officers.

Section 2.  President:

The President shall preside at all meetings of stockholders and, in the absence of a, or the, Chairman of the Board of Directors, at all meetings of the directors.  He shall be generally vested with the power of the chief executive officer of the Corporation and shall countersign all certificates, contracts, and other instruments of the Corporation as authorized by the Board of Directors or required by law.  He shall make reports to the Board of Directors and stockholders and shall perform such other duties and services as may be required of him from time to time by the Board of Directors.

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Section 3.  Vice President:

The Vice President shall perform all the duties of the President if the President is absent or for any other reason is unable to perform his duties and shall have such other duties as the Board of Directors shall authorize or direct.

Section 4.  Secretary:

The Secretary shall issue notices of all meetings of stockholders and directors, shall keep minutes of all such meetings, and shall record all proceedings.  He shall have custody and control of the corporate records and books, excluding the books of account, together with the corporate seal.  He shall make such reports and perform such other duties as may be consistent with his office or as may be required of him from time to time by the Board of Directors.

Section 5.  Treasurer:

The Treasurer shall have custody of all moneys and securities of the Corporation and shall have supervision over the regular books of account.  He shall deposit all moneys, securities, and other valuable effects of the Corporation in such banks and depositories as the Board of Directors may designate and shall disburse the funds of the Corporation in payment of just debts and demands against the Corporation, or as they may be ordered by the Board of Directors, shall render such account of his transactions as may be required of him by the President or the Board of Directors from time to time and shall otherwise perform such duties as may be required of him by the Board of Directors.

The Board of Directors may require the Treasurer to give a bond indemnifying the Corporation against larceny, theft, embezzlement, forgery, misappropriation, or any other act of fraud or dishonesty resulting from his duties as Treasurer of the Corporation, which bond shall be in such amount as appropriate resolution or resolutions of the Board of Directors may require.

Section 6.  Vacancies or Absences:

If a vacancy in any office arises in any manner, the directors then in office may choose, by a majority vote, a successor to hold office for the unexpired term of the officer.  If any officer shall be absent or unable for any reason to perform his duties, the Board of Directors, to the extent not otherwise inconsistent with these Bylaws, may direct that the duties of such officer during such absence or inability shall be performed by such other officer or subordinate officer as seems advisable to the Board.

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ARTICLE V

STOCK

Section 1.  Regulations:

The Board of Directors shall have power and authority to take all such rules and regulations as they deem expedient concerning the issue, transfer, and registration of certificates for shares of the capital stock of the Corporation.  The Board of Directors may appoint a Transfer Agent and/or a Registrar and may require all stock certificates to bear the signature of such Transfer Agent and/or Registrar.

Section 2.  Restrictions on Stock:

The Board of Directors may restrict any stock issued by giving the Corporation or any stockholder "first right of refusal to purchase" the stock, by making the stock redeemable or by restricting the transfer of the stock, under such terms and in such manner as the directors may deem necessary and as are not inconsistent with the Articles of Incorporation or by statute.  Any stock so restricted must carry a stamped legend setting out the restriction or conspicuously noting the restriction and stating where it may be found in the records of the Corporation.

ARTICLE VI

DIVIDENDS AND FINANCES

Section l.  Dividends:

Dividends may be declared by the directors and paid out of any funds legally available therefor, as may be deemed advisable from time to time by the Board of Directors of the Corporation.  Before declaring any dividends, the Board of Directors may set aside out of net profits or earned or other surplus such sums as the Board may think proper as a reserve fund to meet contingencies or for other purposes deemed proper and to the best interests of the Corporation.

Section 2.  Monies:

The monies, securities, and other valuable effects of the Corporation shall be deposited in the name of the Corporation in such banks or trust companies as the Board of Directors shall designate and shall be drawn out or removed only as may be authorized by the Board of Directors from time to time.

Section 3.  Fiscal Year:

The Board of Directors by resolution shall determine the fiscal year of the Corporation.

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ARTICLE VII

AMENDMENTS

These Bylaws may be altered, amended, or repealed by the Board of Directors by resolution of a majority of the Board.  However, the stockholders owning a majority of the issued and outstanding shares of the Corporation’s common stock may alter, amend or repeal the bylaws notwithstanding any alteration, amendment or repeal by the Board of Directors.

ARTICLE VIII

INDEMNIFICATION

The Corporation shall indemnify any and all of its directors or officers, or former directors or officers, or any person who may have served at its request as a director or officer of another corporation in which this Corporation owns shares of capital stock or of which it is a creditor and the personal representatives of all such persons, against expenses actually and necessarily incurred in connection with the defense of any action, suit, or proceeding in which they, or any of them, were made parties, or a party, by reason of being or having been directors or officers or a director or officer of the Corporation, or of such other corporation, except in relation to matters as to which any such director or officer or person shall have been adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of any duty owed to the Corporation.  Such indemnification shall not be deemed exclusive of any other rights to which those indemnified may be entitled, independently of this Article, by law, under any Bylaw agreement, vote of stockholders, or otherwise.

ARTICLE IX

CONFLICTS OF INTEREST

No contract or other transaction of the Corporation with any other persons, firms or corporations, or in which the Corporation is interested, shall be affected or invalidated by the fact that any one or more of the directors or officers of the Corporation is interested in or is a director or officer of such other firm or corporation; or by the fact that any director or officer of the Corporation, individually or jointly with others, may be a party to or may be interested in any such contract or transaction.

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EX-31.1

CERTIFICATIONS

I, Herbert Schmidt, certify that;

1.           I have reviewed this quarterly report on Form 10-Q of EFL Overseas, 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, no misleading with respect to the period covered by the 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 presented 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 internal control over financial reporting (as defined in Exchange Act Rules 13a-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 make 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 provided reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

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 financial 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 involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

July 14, 2010	/s/ Herbert Schmidt
	Herbert Schmidt
	Principal Executive Officer

EX-31.2

CERTIFICATIONS

I, Herbert Schmidt, certify that;

1.           I have reviewed this quarterly report on Form 10-Q of EFL Overseas, 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, no misleading with respect to the period covered by the 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 presented 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 internal control over financial reporting (as defined in Exchange Act Rules 13a-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 make 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 provided reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

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 financial 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 involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

July 14, 2010	/s/ Herbert Schmidt
	Herbert Schmidt
	Principal Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION

In connection with the quarterly report of EFL Overseas, Inc., (the “Company”) on Form 10-Q for the quarter ended May 31, 2010 as filed with the Securities Exchange Commission on the date hereof (the “Report”), I, Hebert Schmidt, the Principal Executive and Financial Officer of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)   The Report 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 the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

July 14, 2010	/s/ Herbert Schmidt
	Herbert Schmidt
	Principal Executive
	and Financial Officer