form10q.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2012
oTRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934
For the transition period from ______ to _______
Commission File Number 333-170096
SOLO INTERNATIONAL, INC.
(Name of small business issuer in its charter)
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Nevada
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68-0680819
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(State of incorporation)
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(I.R.S. Employer Identification No.)
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871 Coronado Center Drive, Suite 200, Henderson, NV 89052
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89052
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(Address of principal executive offices)
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(Zip Code)
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(702) 330-2181
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(Registrant’s telephone number, including area code)
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N/A
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(Former name, former address and former fiscal year, if changed since last report)
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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.
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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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[ ]
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Accelerated filer
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[ ]
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Non-accelerated filer
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[ ]
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Smaller reporting company
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[X]
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
APPLICABLE ONLY TO CORPORATE ISSUERS
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As of February 8, 2013, there were 288,200,000 shares of the registrant’s $0.001 par value common stock issued and outstanding.
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(Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.)
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TABLE OF CONTENTS
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Page
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PART I. FINANCIAL INFORMATION
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ITEM 1.
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3 |
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ITEM 2.
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4 |
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ITEM 3.
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7 |
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ITEM 4.
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7 |
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PART II. OTHER INFORMATION
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ITEM 1.
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8 |
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ITEM 1A.
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8 |
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ITEM 2.
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8 |
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ITEM 3.
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8 |
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ITEM 4.
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8 |
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ITEM 5.
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8 |
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ITEM 6.
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9 |
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SIGNATURES |
10 |
Special Note Regarding Forward-Looking Statements
Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Solo International, Inc. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.
*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," “SLIO,” “SOLO,” the "Company," refers to Solo International, Inc.
(An Exploration Stage Company)
Consolidated Financial Statements
(Expressed in US dollars)
December 31, 2012
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
(An Exploration Stage Company)
CONSOLIDATED BALANCE SHEETS
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December 31,
2012
(unaudited)
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September 30,
2012
(audited)
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ASSETS
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Current
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Cash
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$ |
23,112 |
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$ |
44,561 |
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Prepaid expenses
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7,520 |
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4,593 |
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Total Current Assets
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30,632 |
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49,154 |
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Total Assets
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$ |
30,632 |
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$ |
49,154 |
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LIABILTIES AND STOCKHOLDERS’ DEFICIT
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Current liabilities
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Accounts payable and accrued expenses
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$ |
52,957 |
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$ |
29,592 |
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Advances from related parties
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6,417 |
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6,417 |
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Convertible promissory notes, net (Note 5)
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393,024 |
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321,421 |
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Total Current Liabilities
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452,398 |
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357,430 |
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STOCKHOLDERS’ DEFICIT
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Common stock: 900,000,000 shares authorized, at $0.001 par value
288,200,000 shares issued and outstanding as at December 31, 2012 and September 30, 2012
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288,200 |
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288,200 |
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Capital in excess of par value
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24,417 |
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8,351 |
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Deficit accumulated during the exploration stage
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(734,383 |
) |
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(604,827 |
) |
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Total Stockholders’ (Deficit
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(421,766 |
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(308,276 |
) |
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Total Liabilities and Stockholders’ Deficit
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$ |
30,632 |
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$ |
49,154 |
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The accompanying notes are an integral part of these consolidated financial statements.
(An Exploration Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
For the three month periods ended December 31, 2012 and 2011
and for the period from
April 30, 2010 (date of Inception) to December 31, 2012
(Unaudited)
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Three months ended December 31,
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April 30, 2010
(date of Inception)
to December 31,
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2012
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2011
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2012
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REVENUE
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$
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-
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$
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-
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$
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-
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EXPENSES
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Exploration expenses
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13,753
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-
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31,568
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Professional fees
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14,722
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27,550
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91,054
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Management fees – related party
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7,500
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7,500
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37,500
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Impairment on mineral claims
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-
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120,000
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225,000
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Other general and administrative expenses
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24,755
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14,034
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97,662
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OPERATING LOSS
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(60,730)
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(169,084)
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(482,784)
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OTHER INCOME (EXPENSES)
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Interest expenses
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(68,826)
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(10,903)
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(251,599)
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NET LOSS
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$
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(129,556)
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$
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(179,987)
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$
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(734,383)
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Basic and diluted loss per share
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$
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(0.00)
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*
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$
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(0.00)
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*
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Weighted average number of shares outstanding, basic and diluted
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288,200,000
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388,000,000
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* denotes less than $(0.01) per share
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The accompanying notes are an integral part of these consolidated financial statements.
(An Exploration Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIENCY
For the Period from April 30, 2010 (date of inception) to December 31, 2012
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Accumulated
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Deficit
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Capital in
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During the
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Common Stock
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Excess of
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development
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Shares
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Amount
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Par value
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Stage
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Total
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Balance April 30, 2010
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-
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$
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-
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$
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-
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$
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-
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$
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-
|
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Issuance of common shares for cash
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300,000,000
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300,000
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(297,000
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)
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-
|
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3,000
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Issuance of common shares for cash
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72,000,000
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72,000
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(57,600
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)
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-
|
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|
14,400
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Issuance of common shares for cash
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16,000,000
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16,000
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(11,200
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)
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-
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|
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|
4,800
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Net loss for the period
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-
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|
|
-
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|
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|
-
|
|
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|
(714
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)
|
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|
(714
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)
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|
Balance, September 30, 2010
|
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|
388,000,000
|
|
|
|
388,000
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(365,800
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)
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(714
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)
|
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|
21,486
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Net loss for the year ended September 30, 2011
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|
-
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|
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|
-
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|
-
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|
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|
(25,360
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)
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|
(25,360
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)
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Balance, September 30, 2011
|
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388,000,000
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|
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|
388,000
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(365,800
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)
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(26,074
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)
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(3,874
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)
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Beneficial conversion features
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|
- |
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|
- |
|
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197,176
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- |
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197,176
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Valuation of warrants
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|
- |
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|
- |
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|
57,175
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- |
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57,175
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Shares returned
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(100,000,000
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)
|
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|
(100,000
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)
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100,000
|
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|
- |
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-
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Issuance of common shares for property
|
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|
200,000
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|
200
|
|
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|
19,800
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|
- |
|
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|
20,000
|
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|
Net loss for the year ended September 30, 2012
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
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|
(578,753
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)
|
|
|
(578,753
|
)
|
|
Balance, September 30, 2012
|
|
|
288,200,000
|
|
|
|
288,200
|
|
|
|
8,351
|
|
|
|
(604,827
|
)
|
|
|
(308,276
|
)
|
|
Beneficial conversion features
|
|
|
- |
|
|
|
- |
|
|
|
13,033
|
|
|
|
- |
|
|
|
13,033
|
|
|
Valuation of warrants
|
|
|
- |
|
|
- |
- |
|
|
|
3,033
|
|
|
|
- |
|
|
|
3,033
|
|
|
Net loss for the period ended November 30, 2012
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(129,556
|
)
|
|
|
(129,556
|
)
|
|
Balance, December 31, 2012
|
|
|
288,200,000
|
|
|
$
|
288,200
|
|
|
$
|
24,417
|
|
|
$
|
(734,383
|
)
|
|
$
|
(421,766
|
)
|
The accompanying notes are an integral part of these consolidated financial statements.
(An Exploration Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three month periods ended December 31, 2012 and 2011
and for the period from
April 30, 2010 (date of inception) to December 31, 2012
(Unaudited)
| |
|
|
Three months ended December 31,
|
|
|
From Inception (April 30, 2010) to December 31,
|
|
| |
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|
2012
|
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2011
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2012
|
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CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
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Net loss
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|
$
|
(129,556)
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|
|
$
|
(179,987)
|
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|
$
|
(734,383)
|
|
|
Interest expense-amortization on discount of convertible promissory notes
|
|
|
57,669
|
|
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|
9,341
|
|
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|
213,441
|
|
|
Impairment on mineral claims
|
|
|
-
|
|
|
|
120,000
|
|
|
|
225,000
|
|
|
Adjustment to reconcile net loss to net cash (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
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|
(Increase) decrease in prepaid expense
|
|
|
(2,927)
|
|
|
|
833
|
|
|
|
(7,520)
|
|
|
Accounts payable and accrued liabilities
|
|
|
23,365
|
|
|
|
13,366
|
|
|
|
52,957
|
|
|
Net cash provided by (used) in operating activities
|
|
|
(51,449)
|
|
|
|
(36,447)
|
|
|
|
(250,505)
|
|
| |
|
|
|
|
|
|
|
|
|
|
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CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase mineral claims
|
|
|
-
|
|
|
|
(120,000)
|
|
|
|
(205,000)
|
|
|
Net cash used in investing activities
|
|
|
-
|
|
|
|
(120,000)
|
|
|
|
(205,000)
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advances from related party
|
|
|
-
|
|
|
|
1,778
|
|
|
|
6,417
|
|
|
Proceeds from note payable
|
|
|
30,000
|
|
|
|
100,000
|
|
|
|
450,000
|
|
|
Investor deposits
|
|
|
-
|
|
|
|
115,000
|
|
|
|
-
|
|
|
Proceeds from issuance of common stock
|
|
|
-
|
|
|
|
-
|
|
|
|
22,200
|
|
|
Net cash provided by financing activities
|
|
|
30,000
|
|
|
|
216,778
|
|
|
|
478,617
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash during the period
|
|
|
(21,449)
|
|
|
|
60,331
|
|
|
|
23,112
|
|
|
Cash, beginning of period
|
|
|
44,561
|
|
|
|
32
|
|
|
|
-
|
|
|
Cash, end of period
|
|
$
|
23,112
|
|
|
$
|
60,363
|
|
|
$
|
23,112
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplement cash flow information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Taxes
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash transactions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued for acquisition of mineral property
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
20,000
|
|
The accompanying notes are an integral part of these consolidated financial statements.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2012
(Unaudited)
1. ORGANIZATION
SOLO INTERNATIONAL, INC. (“the Company”, “we” or “us”) was founded in the State of Nevada on April 30, 2010 as a Poland based corporation intending to provide services in interior architectural design in Poland.
On October 12, 2011, Mr. Michel Plante acquired control of three million (3,000,000) pre-split shares of the Company’s issued and outstanding common stock, representing approximately 77.32% of the Company’s total issued and outstanding common stock, from Mr. Yury Shcharbakou in accordance with a stock purchase agreement by and between Mr. Plante and Mr. Shcharbakou, thus effecting a change in control of the Company.
On October 13, 2011, the Board of Directors of the Company authorized a forward split of its issued and outstanding common shares, whereby every one (1) old share of common stock was exchanged for one hundred (100) new shares of the Company's common stock.
The effect of the stock split has been recognized retroactively in the stockholders’ deficit accounts as of April 30, 2010, and in all shares and per share data in the financial statements.
With the change in control of the Company, management determined not to pursue its operations in Poland and determined to enter into the mining business in the Province of Quebec and incorporated a wholly-owned Quebec subsidiary, 9252-4768 Quebec Inc. On November 15, 2011, the Company, through its wholly-owned Quebec subsidiary, entered into a Property Option Agreement with 9228-6202 Quebec Inc., a Quebec corporation. Pursuant to the Option Agreement, 9252-4768 Quebec Inc. acquired the exclusive option to acquire an undivided 100% right, title and interest in and to certain mineral claims located in Portland Township, Outaouais, Quebec subject to a royalty reserved to 9228-6202 Quebec Inc.
The Company is an Exploration Stage Company, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification ("ASC") 915, Development Stage Entities. The Company's principal business is the acquisition and exploration of mineral resources. The Company has not presently determined whether its properties contain mineral reserves that are economically recoverable.
Since Inception (April 30, 2010) through December 31, 2012, the Company has not generated any revenue and has an accumulated deficit of $734,383.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Interim Financial Statements
The accompanying interim unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Consolidated operating results for the three period ended December 31, 2012 are not necessarily indicative of the results that may be expected for the year ending September 30, 2013. For further information, refer to the consolidated financial statements and footnotes thereto included in our Form 10-K Report for the fiscal year ended September 30 2012 filed with the Securities and Exchange Commission on December 31, 2012.
SOLO INTERNATIONAL, INC,
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2012
(Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
Basis of Presentation
The unaudited interim consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim consolidated financial information and pursuant to the rules and regulations of the SEC. Accordingly; they do not include all the information and footnotes required by GAAP for complete consolidated financial statements. However, management believes that the disclosures made are adequate to make the information not misleading. Management has evaluated subsequent events through the date the financial statements were issued.
Going Concern
The consolidated financial statements have been prepared on a going concern basis that assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since Inception resulting in an accumulated deficit of $734,383 as of December 31, 2012 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and/or private placement of common stock. These financials do not include any adjustments relating to the recoverability and reclassification of recorded asset amounts, or amounts and classifications of liabilities that might result from this uncertainty.
Cash and Cash equivalents
For purposes of Statement of Cash Flows, the Company considers all highly liquid debt instruments purchased with a maturity date of three months or less to be cash equivalents.
Use of Estimates and Assumptions
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.
Foreign Currency Translation
The Company's functional currency and its reporting currency is the United States dollar.
Fair Value of Financial Instruments
The carrying value of cash and accounts payable and accrued liabilities approximates their fair value because of the short maturity of these instruments. Unless otherwise noted, it is management’s opinion the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.
Income Taxes
The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
SOLO INTERNATIONAL, INC,
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2012
(Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
Basic and Diluted Loss Per Share
The Company computes loss per share in accordance with “ASC-260”, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. Diluted loss per share is the same as basic loss per share, because the effects of the additional securities, a result of the net loss would be anti-dilutive.
Stock-based Compensation
The Company records stock based compensation in accordance with the guidance in ASC Topic 718, which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.
Mineral Property Costs
Mineral exploration and development costs are accounted for using the successful efforts method of accounting.
Property acquisition costs - Mineral property acquisition costs are capitalized as mineral exploration properties. Upon achievement of all conditions necessary for reserves to be classified as proved, the associated acquisition costs are reclassified to prove properties
Exploration costs - Geological and geophysical costs and the costs of carrying and retaining undeveloped properties are expensed as incurred.
Impairment of Mineral Properties
Unproved mineral properties are assessed at each reporting period for impairment of value, and a loss is recognized at the time of the impairment by providing an impairment allowance. An asset would be impaired if the undiscounted cash flows were less than its carrying value. Impairments are measured by the amount by which the carrying value exceeds its fair value. Because the Company uses the successful efforts method, the Company assesses its properties individually for impairment, instead of on an aggregate pool of costs. Impairment of unproved properties is based on the facts and circumstances surrounding each lease and is recognized based on management’s evaluation. Management’s evaluation follows a two-step process where (1) recoverability of the carrying value of the asset is reviewed to determine if there is sufficient value recoverable to support the capitalized value at the report date; and, (2) If assets fail the recoverability test, impairment testing is conducted, including the evaluation of various criteria such as: prior history of successful operations; production currently in place and/or future projected cash flows (if any); reserve reports or evaluations from which management can prepare future cash flow analyses; the Company’s ability to monetize the asset(s) under evaluation; and, Management’s intent regarding future development.
SOLO INTERNATIONAL, INC,
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2012
(Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
Beneficial Conversion Feature
From time to time, the Company may issue convertible notes that may have conversion prices that create an embedded beneficial conversion feature pursuant to the Emerging Issues Task Force guidance on beneficial conversion features. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of any attached equity instruments, if any related equity instruments were granted with the debt. In accordance with this guidance, the intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method.
3. MINERAL PROPERTY
On November 15, 2011, the Company through its wholly-owned Quebec subsidiary, 9252-4768 Quebec Inc., entered into a Property Option Agreement with 9228-6202 Quebec Inc., a Quebec corporation (the “Optionor”). Pursuant to the option agreement, the Company received the exclusive option to acquire an undivided 100% right, title and interest in and to certain mineral claims located in Portland Township, Outaouais, Quebec subject to a royalty reserved to the Optionor. To fully exercise the option and acquire an undivided 100% right, title and interest in and to the Property, the Company was required to: 1) pay an aggregate sum of two hundred and five thousand dollars ($205,000) to Optionor; 2) incur an aggregate of at least sixty-five thousand dollars ($65,000) of expenditures on or with respect to the Property; and 3) issue to Optionor an aggregate number of restricted shares of common stock of the Company equal to twenty thousand US dollars ($20,000). On, November 27, 2012, the Company’s wholly owned subsidiary, 9252-4768 Quebec Inc. entered into a second addendum to the original property option agreement with 9228-6202 Quebec Inc. whereby the parties acknowledged that 9252-4768 Quebec Inc. had earned its 100% right, title and interest in and to certain mineral claims, located in Portland Township, Outaouais, Quebec. The cash payments, expenditures and stock issuance were scheduled to be completed as follows:
Cash Payments: The Company was required to pay the cash payments to Optionor in the following amounts and by the dates described below:
| i |
|
$50,000 within 2 business days of the execution of the Option Agreement
|
| ii |
|
$70,000 within 30 days following the First Option Payment
|
| iii |
|
$70,000 within 30 days following the Second Option Payment
|
| iv |
|
$15,000 within 30 days following the Third Option Payment
|
Expenditures: The Company was required to incur not less than $65,000 by way of exploration on or before November 15, 2012. The Company has spent $31,568 from initial exploration for the period ended December 31, 2012.
Stock Issuances: The Company was required to issue an aggregate number of restricted shares of common stock of the Company equal to twenty thousand US dollars ($20,000) pursuant to the terms and conditions of the Property Option Agreement, The Company was required to issue the shares within 10 days of the completion of the forward split or no later than 90 days of execution of the Property Option Agreement. The Company issued the shares on May 8, 2012 and issued a total of 200,000 shares of common stock at a deemed price of $0.10 per share which was the first trading price of the stock after the completion of the forward split.
SOLO INTERNATIONAL, INC,
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2012
(Unaudited)
3. MINERAL PROPERTY - continued
The Company made cash payments in the amount of $205,000 and issued a total of 200,000 shares of common stock at a deemed price of $0.10 per share to 9228-6202 Quebec Inc. pursuant to the cash payment and stock payment schedule noted above, which amount was capitalized as option costs on the mineral property as of September 30, 2012. At the close of the period ended September 30, 2012, the Company evaluated the recoverability of the amount paid for the option and determined to impair the amount in full, as the Company is currently in the exploration phase, with no proven or probable reserves having yet been determined.
On November 27, 2012, the Option Agreement was further amended to revise the requirement to expend the $65,000 on exploration expenditures to read that the Optionee has earned its 100% right and interest in the Property for the payment of all expenditures to November 27, 2012 and for allowing the Optionor to utilize a portion of the expenditures expended by the Optionee to apply to certain of the Optionor’s claims. The Company is currently undertaking the transfer of the title to the Property to its wholly owned subsidiary, 9252-4768 Quebec Inc.
4. COMMON STOCK
The authorized capital of the Company is 900,000,000 common shares with a par value of $ 0.001 per share.
As of December 31, 2012, 288,200,000 common stock shares were issued and outstanding.
5. CONVERTIBLE PROMISSORY NOTE, NET
On November 4, 2011, the Company entered into a Securities Purchase Agreement with Craigstone Ltd. pursuant to which the Company received $100,000 as a loan from Craigstone in exchange for one (1) Unit consisting of: a Convertible Promissory Note convertible to common stock in whole or in part, at any time and from time to time before maturity at the option of the holder at seventy-five percent (75%) of the average traded price of the common stock for the thirty (30) trading days immediately preceding the conversion date; and a three (3) year Warrant (the “Warrant”) to purchase two hundred fifty thousand (250,000) shares of the Company’s Common Stock exercisable at the lower of : (i) a price of $0.20 per share or (ii) seventy-five percent (75%) of the average traded price of common stock for the thirty (30) trading days immediately preceding the exercise date. The Note earns simple interest accruing at ten percent (10%) per annum and is due on or before the twelfth month anniversary of the date of execution.
During the fiscal year ended September 30, 2012, the Company entered into further Securities Purchase Agreements with Craigstone Ltd. pursuant to which the Company received $320,000 as loans from Craigstone in exchange for one (1) Unit consisting of: a Convertible Promissory Note convertible to common stock in whole or in part, at any time and from time to time before maturity at the option of the holder at seventy-five percent (75%) of the average traded price of the common stock for the thirty (30) trading days immediately preceding the conversion date; and a three (3) year Warrant (the “Warrant”) to purchase seven hundred twelve thousand five hundred (712,500) shares of the Company’s Common Stock exercisable at the lower of : (i) a price of $0.20 per share or (ii) seventy-five percent (75%) of the average traded price of common stock for the thirty (30) trading days immediately preceding the exercise date. The Notes earn simple interest accruing at ten percent (10%) per annum and are due on or before the twelfth month anniversary of the date of execution.
SOLO INTERNATIONAL, INC,
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2012
(Unaudited)
5. CONVERTIBLE PROMISSORY NOTE, NET - continued
On October 19, 2012 and October 26, 2012 respectively, the Company entered into two Securities Purchase Agreements with Craigstone Ltd., each in the amount of $15,000 pursuant to which the Company received $30,000 as loans from Craigstone in exchange for one (1) Unit consisting of: a Convertible Promissory Note convertible to common stock in whole or in part, at any time and from time to time before maturity at the option of the holder at seventy-five percent (75%) of the average traded price of the common stock for the thirty (30) trading days immediately preceding the conversion date; and a three (3) year Warrant (the “Warrant”) to purchase thirty seven thousand five hundred (37,500) shares of the Company’s Common Stock exercisable at the lower of : (i) a price of $0.20 per share or (ii) seventy-five percent (75%) of the average traded price of common stock for the thirty (30) trading days immediately preceding the exercise date. The Notes earn simple interest accruing at ten percent (10%) per annum and are due on or before the twelfth month anniversary of the date of execution.
The beneficial conversion feature resulting from the discounted conversion price compared to market price was valued on the date of grant to be $210,209 on the note, and $60,208 on the warrants. This value was recorded as a discount on debt and offset to additional paid in capital. Amortization of the discount was $57,669 (December 31, 2011 - $9,341) for the three months ended December 31, 2012, which amount has been recorded as interest expense.
| |
|
December 31, 2012
|
|
September 30, 2012
|
|
Issue Date
|
|
Convertible Promissory Note – face value, due on November 4, 2012
|
$
|
100,000
|
|
$
|
100,000
|
|
$
|
100,000
|
|
Convertible Promissory Note – face value, due on January 4, 2013
|
|
115,000
|
|
|
115,000
|
|
|
115,000
|
|
Convertible Promissory Note – face value, due on February 3, 2013
|
|
85,000
|
|
|
85,000
|
|
|
85,000
|
|
Convertible Promissory Note – face value, due on March 8, 2013
|
|
35,000
|
|
|
35,000
|
|
|
35,000
|
|
Convertible Promissory Note – face value, due on May 11, 2013
|
|
25,000
|
|
|
25,000
|
|
|
25,000
|
|
Convertible Promissory Note – face value, due on June 19, 2013
|
|
25,000
|
|
|
25,000
|
|
|
25,000
|
|
Convertible Promissory Note – face value, due on September 11, 2013
|
|
35,000
|
|
|
35,000
|
|
|
35,000
|
|
Convertible Promissory Note – face value, due on October 19, 2013
|
|
15,000
|
|
|
|
|
|
15,000
|
|
Convertible Promissory Note – face value, due on October 26, 2013
|
|
15,000
|
|
|
|
|
|
15,000
|
|
Total convertible promissory note – face value
|
|
450,000
|
|
|
420,000
|
|
|
450,000
|
|
Less: beneficial conversion feature
|
|
(42,540)
|
|
|
(74,290)
|
|
|
(210,209)
|
|
Warrant discount
|
|
(14,436)
|
|
|
(24,289)
|
|
|
(60,208)
|
| |
$
|
393,024
|
|
$
|
321,421
|
|
$
|
179,583
|
Interest expenses:
| |
|
For the three month period
|
|
| |
|
December 31, 2012
|
|
|
December 31, 2011
|
|
|
Amortization of debt discount
|
|
$ |
57,669 |
|
|
$ |
9,341 |
|
|
Interest at contractual rate
|
|
|
11,157 |
|
|
|
1,562 |
|
|
Totals
|
|
$ |
68,826 |
|
|
$ |
10,903 |
|
On January 31, 2013, Craigstone, Ltd. agreed to extend the maturity dates of certain notes due and payable on November 4, 2012, January 4, 2012 and February 3, 2013 for a period of one year or greater so that the respective notes are now due and payable on November 4, 2013, November 4, 2014 and February 3, 2014.
SOLO INTERNATIONAL, INC,
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2012
(Unaudited)
6. RELATED PARTY TRANSACTIONS
The Company has a management agreement with the Company’s sole director and officer. Under the terms of the agreement commencing on October 1, 2011, payments of $2,500 a month, are payable on the 1st of each month. During the three month period ended December 31, 2012 the Company made cash payments of $7,500 pursuant to the management agreement.
The Company’s prior Director has loans outstanding with the Company as at December 31, 2012 of $6,417. The amount is due on demand, non-interest bearing and unsecured.
7. WARRANTS
An aggregate of 1,037,500 warrants were issued as at December 31, 2012 as required under the terms of a series of Securities Purchase Agreements discussed above in Note 5. The warrants are exercisable for a period of three years from the date of issue, exercisable at the lower of : (i) a price of $0.20 per share or (ii) seventy-five percent (75%) of the average traded price of the Company’s common stock for the thirty (30) trading days immediately preceding the exercise date.
The fair value of the 1,037,500 warrants totaling $60,208 was recorded as a discount on the convertible notes payable upon issuance. This value was calculated using the Black-Scholes model. The key inputs for the calculation are shown below:
| |
|
|
|
|
|
Stock Price on Measurement Date
|
|
$
|
0.054~0.135
|
|
|
Exercise Price of Warrants
|
|
$
|
0.030~0.101
|
|
|
Term of Warrants (years)
|
|
|
3.00
|
|
|
Computed Volatility
|
|
|
125.84%~145.86
|
%
|
|
Annual Dividends
|
|
|
0.00
|
%
|
|
Discount Rate
|
|
|
1.038
|
%
|
A summary of the Company’s warrants as of December 31, 2012 and September 30, 2012 as follows:
| |
|
December 31, 2012
|
|
|
September 30, 2012
|
|
| |
|
Warrants
|
|
|
Weighted average
exercise price
|
|
|
Warrants
|
|
Weighted average
exercise price
|
|
|
Outstanding at the beginning of the period
|
|
|
962,500
|
|
|
$
|
0.069
|
|
|
|
-
|
|
$
|
-
|
|
|
Granted
|
|
|
75,000
|
|
|
|
0.06
|
|
|
|
962,500
|
|
$
|
0.069
|
|
|
Exercised
|
|
|
-
|
|
|
|
|
|
|
|
-
|
|
|
-
|
|
|
Cancelled
|
|
|
-
|
|
|
|
|
|
|
|
-
|
|
$
|
-
|
|
|
Outstanding at the end of the period
|
|
|
1,037,500
|
|
|
$
|
|
|
|
|
962,500
|
|
$
|
0.069
|
|
|
Vested and exercisable at the end of period
|
|
|
1,037,500
|
|
|
|
|
|
|
|
962,500
|
|
|
|
|
|
Weighted average fair value per share of warrants granted during the period
|
|
|
|
|
|
$
|
0.068
|
|
|
|
|
|
$
|
0.069
|
|
SOLO INTERNATIONAL, INC,
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2012
(Unaudited)
7. WARRANTS - continued
The following table summarizes information regarding stock purchase warrants outstanding at December 31, 2012:
| |
|
Warrants Outstanding
|
|
Warrants Exercisable
|
|
|
Exercise prices
|
|
Number
Outstanding
|
|
Weighted
average
remaining
contractual
life (years)
|
|
Weighted
average
exercise
price
|
|
Number
exercisable
|
|
Weighted
average
remaining
contractual
life (years)
|
|
Weighted
average
exercise
price
|
|
|
$
|
0.068
|
|
|
1,037,500
|
|
|
2.16
|
|
$
|
0.068
|
|
1,037,500
|
|
2.20
|
|
$
|
0.068
|
|
8. SUBSEQUENT EVENTS
On January 31, 2013, Craigstone, Ltd. agreed to extend the maturity dates of certain notes due and payable on November 4, 2012, January 4, 2012 and February 3, 2013 for a period of one year or greater so that the respective notes are now due and payable on November 4, 2013, November 4, 2014 and February 3, 2014. (Note 5)
The Company has evaluated subsequent events from the balance sheet date through the date that the financial statements were issued and determined that there were no other events to disclose.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION
FORWARD-LOOKING STATEMENTS
This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.
RESULTS OF OPERATIONS
Working Capital
| |
M
|
|
|
|
December 31, 2012
$
|
September 30, 2012
$
|
|
Current Assets
|
30,632
|
49,154
|
|
Current Liabilities
|
452,398
|
357,430
|
|
Working Capital (Deficit)
|
(421,766)
|
(308,276)
|
Cash Flows
|
|
December 31, 2012
$
|
December 31, 2011
$
|
|
Cash Flows from (used in) Operating Activities
|
(51,449)
|
(36,447)
|
|
Cash Flows from (used in) Investing Activities
|
0
|
(120,000)
|
|
Cash Flows from (used in) Financing Activities
|
30,000
|
216,778
|
|
Net Increase (decrease) in Cash During Period
|
(21,449)
|
60,331
|
Operating Revenues
Operating revenues for the three month periods ended December 31, 2012 and 2011 were $0.
Operating Expenses and Net Loss
Comparison of three month periods ended December 31, 2012 and 2011
Operating and other expenses for the three month period ended December 31, 2012 totaled $60,730 and are comprised of $14,722 in professional fees, $7,500 in fees paid under a related party management contract, $24,755 in other general administrative expenses and $13,753 in exploration expenses. In addition the Company recorded $68,826 as interest expenses, $57,669 of which was the amortization of the debt discount from the beneficial conversion feature and warrant discount relating to convertible promissory notes issued during the period.
Operating and other expenses for the period ended December 31, 2011 were $169,084 and are comprised of $27,550 in professional fees, $7,500 in related party management fees, $120,000 in impairment on mineral claims and $14,034 in other general administrative expenses. There were no exploration expenses for the period ended December 31, 2011.
Net loss for the three month period ended December 31, 2012 was $129,556 as compared to $179,987 for the three month period ended December 31, 2011.
The decrease in operating expenses and losses is predominantly due to the impairment of our mineral claims in the period ended December 31, 2011 with no comparable impairment during the period ended December 31, 2012. There were no exploration expenses for the period ended December 31, 2011 while we had exploration expenses of $13,753 for the period ended December 31, 2012, other general and administrative expenses increased from $14,034 for the period ended December 31, 2011 to $24,755 for the period ended December 31, 2012 the increases in exploration expenses and other general and administration expenses was partially offset by a decrease in professional fees from $27,550 as at December 31, 2011 to $14,722 as at December 31, 2012.
Liquidity and Capital Resources
As at December 31, 2012, the Company had total assets of $30,632 compared to $49,154 as at September 30, 2012. The decrease in total assets is attributable to the payment of operating costs offset by funds raised of $30,000 during the period.
As at December 31, 2012, the Company had total liabilities of $452,398 as compared with total liabilities of $357,430 as at September 30, 2012. The increase in total liabilities was due to an increase in the amount of convertible notes as the Company continues to raise funds under a series of securities purchase agreements to the completion of a financing agreement whereby the Company received proceeds totaling $30,000 as part of a Securities Purchase Agreement which allows the investor to convert the principal balance to shares of the Company’s common stock during the term of the one year loan agreement, and granted a total of 150,000 share purchase warrants for exercise for a three year term bringing the total warrants issued under a series of convertible notes to 1,037,500. The two notes in the amount of $15,000 for a total of $30,000 are convertible at a discount to market price during the term, resulting in a beneficial conversion feature which was valued at $13,033 on the $30,000 notes, and $3,033 on the warrants. This value was recorded as a discount on debt and offset to capital in excess of par value on the date the transactions were concluded. During the three month period ended December 31, 2012 accounts payable and accrued expenses increased by $23,365 due to increased operations.
As at December 31, 2012, the Company had a working capital deficit of $417,762 compared with a working capital deficit of $308,276 as at September 30, 2012. The increase in working capital deficit is mainly attributable to the increase in current liabilities as a result of the financing activities of the Company by way of convertible loans, and the Company’s expenditures as it continues to increase operations.
The Company has commenced exploration as required under its mineral property option agreement and has earned its rights to transfer title to the property under the agreement.
In order to meet all of the current commitments and fund operations for the next twelve months the Company estimates it will require a minimum of $500,000 additional funding. We intend to undertake exploration on our mineral properties of approximately $300,000 and have allocated an additional $200,000 for operations, which may include the acquisition of additional properties as well as general and administrative costs. The Company believes it can raise sufficient funding to meet its ongoing obligations for the next twelve months from its current investor.
We do not have sufficient funds to meet our next twelve month obligations. Our ability to meet our financial liabilities and commitments is primarily dependent upon the continued issuance of equity to new stockholders, the ability to borrow funds, and ultimately upon our ability to achieve and maintain profitable operations. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. We do not currently have sufficient capital to meet our obligations as they come due and our assumption that we can raise the sufficient funding cannot be relied upon.
The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholder. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.
Cashflow from Operating Activities
During the three month period ended December 31, 2012, the Company used $51,449 cash in its operating activities, compared to $36,447 during the period ended December 31, 2011. The increase in net cash used in operating activities is attributed to the Company’s increased operations as it commenced exploration under its option on certain mineral claims.
Cashflow from Investing Activities
During the three month period ended December 31, 2012 the Company has expended no cash on investing activities as compared to the expenditure of $120,000 for the three months ended December 31, 2011 where the Company continued to fund the purchase of certain mineral claims.
Cashflow from Financing Activities
During the three month period ended December 31, 2012, the Company received $30,000 cash from financing activities by way of a note payable compared to $215,000 cash from notes payable and investor deposits and $1,778 in related party advances for the three month period ended December 31, 2011.
Going Concern
We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our 2012 audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
Critical Accounting Policies
Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.
Recently Issued Accounting Pronouncements
We have reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may cause a material impact on our financial condition, or the results of our operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of December 31, 2012, due to the material weaknesses resulting from the Board of Directors not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Please refer to our Annual Report on Form 10-K as filed with the SEC on December 31, 2012, for a complete discussion relating to the foregoing evaluation of Disclosures and Procedures.
Changes in Internal Control over Financial Reporting
Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.
The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.
ITEM 1. LEGAL PROCEEDINGS
We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On October 19, 2012 and October 26, 2012 respectively, the Company entered into two Securities Purchase Agreements with Craigstone Ltd., each in the amount of $15,000 pursuant to which the Company received $30,000 as loans from Craigstone in exchange for one (1) Unit consisting of: a Convertible Promissory Note convertible to
common stock in whole or in part, at any time and from time to time before maturity at the option of the holder at seventy-five percent (75%) of the average traded price of the common stock for the thirty (30) trading days immediately preceding the conversion date; and a three (3) year Warrant (the “Warrant”) to purchase seventy five thousand (75,000) shares of the Company’s Common Stock exercisable at the lower of : (i) a price of $0.20 per share or (ii) seventy-five percent (75%) of the average traded price of common stock for the thirty (30) trading days immediately preceding the exercise date. The Notes earn simple interest accruing at ten percent (10%) per annum and are due on or before the twelfth month anniversary of the date of execution.
The shares of Common Stock referenced herein were issued in reliance upon the exemption from securities registration afforded by the provisions of Section 4(2) of the Securities Act of 1933, as amended, (“Securities Act”), and/or Regulation D, as promulgated by the U.S. Securities and Exchange Commission under the Securities Act, based upon the following: (a) each of the persons to whom the shares of Common Stock were issued (each such person, an “Investor”) confirmed to the Company that it or he is an “accredited investor,” as defined in Rule 501 of Regulation D promulgated under the Securities Act and has such background, education and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the securities, (b) there was no public offering or general solicitation with respect to the offering of such shares, (c) each Investor was provided with certain disclosure materials and all other information requested with respect to the Company, (d) each Investor acknowledged that all securities being purchased were being purchased for investment intent and were “restricted securities” for purposes of the Securities Act, and agreed to transfer such securities only in a transaction registered under the Securities Act or exempt from registration under the Securities Act and (e) a legend has been, or will be, placed on the certificates representing each such security stating that it was restricted and could only be transferred if subsequently registered under the Securities Act or transferred in a transaction exempt from registration under the Securities Act.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable
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Exhibit Number
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Description of Exhibit
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Filing
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3.01
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Articles of Incorporation
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Filed with the SEC on October 22, 2010 as part of our Registration Statement on Form S-1.
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3.01(a)
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Certificate of Change
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Filed with the SEC on November 7, 2011 as part of our Current Report on Form 8-K.
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3.02
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Bylaws
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Filed with the SEC on October 22, 2010 as part of our Registration Statement on Form S-1.
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10.01
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Service Agreement between Solo International, Inc. and “TIRCARS” Sp. J dated August 30, 2010
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Filed with the SEC on October 22, 2010 as part of our Registration Statement on Form S-1.
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10.02
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Securities Purchase Agreement between Solo International, Inc. and Craigstone Ltd., dated November 4, 2011
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Filed with the SEC on November 15, 2011 as part of our Current Report on Form 8-K.
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10.03
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Option Agreement by and between Solo International, Inc. and 9228-6202 Quebec Inc., dated November 15, 2011
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Filed with the SEC on November 23, 2011 as part of our Current Report on Form 8-K
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10.04
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Amended Option Agreement by and between 9252-4768 Quebec Inc. and 9228-6202 Quebec Inc. dated December 20, 2011
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Filed with the SEC on January 3, 2012 as part of our Amended Current Report on Form 8-K/A.
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10.05
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Securities Purchase Agreement between Solo International, Inc. and Craigstone Ltd., dated January 10, 2012
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Filed with the SEC on January 12, 2012 as part of our Current Report on Form 8-K.
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31.1
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Certification of Principal Executive Officer Pursuant to Rule 13a-14
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Filed herewith.
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31.2
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Certification of Principal Financial Officer Pursuant to Rule 13a-14
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Filed herewith.
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32.1
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CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
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Filed herewith.
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101.INS*
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XBRL Instance Document
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Filed herewith.
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101.SCH*
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XBRL Taxonomy Extension Schema Document
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Filed herewith.
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101.CAL*
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XBRL Taxonomy Extension Calculation Linkbase Document
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Filed herewith.
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101.LAB*
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XBRL Taxonomy Extension Labels Linkbase Document
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Filed herewith.
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101.PRE*
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XBRL Taxonomy Extension Presentation Linkbase Document
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Filed herewith.
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101.DEF*
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XBRL Taxonomy Extension Definition Linkbase Document
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Filed herewith.
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*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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SOLO INTERNATIONAL, INC.
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| Dated: February 13, 2013 |
By:
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Michel Plante
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President, Principal Executive Officer & Principal Financial Officer (Principal Accounting Officer)
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