10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 FORM 10-Q

 QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2013

 TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

For the transition period from ______ to _______

Commission File Number 000-55137

 SOLO INTERNATIONAL, INC.

  (Name of small business issuer in its charter)

Nevada	68-0680819
(State of incorporation)	(I.R.S. Employer Identification No.)

 871 Coronado Center Drive Suite 200, Henderson, NV 89052

 (Address of principal executive offices)

 (702) 330-3285

 (Registrant’s telephone number)

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 [ ]

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 [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	[  ]	Accelerated Filer	[  ]
Non-Accelerated Filer	[  ]	Smaller Reporting Company	[X]

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

Yes [ ] No [X]

As of February 13, 2014, there were 288,200,000shares of the registrant’s $0.001 par value common stock issued and outstanding.

SOLO INTERNATIONAL, INC. *

TABLE OF CONTENTS

PART I.              FINANCIAL INFORMATION		Page
ITEM 1.	FINANCIAL STATEMENTS	3
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	5
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	7
ITEM 4.	CONTROLS AND PROCEDURES	7
PART II.            OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	8
ITEM 1A.	RISK FACTORS	8
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	8
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	8
ITEM 4.	MINE SAFETY DISCLOSURES	8
ITEM 5.	OTHER INFORMATION	8
ITEM 6.	EXHIBITS	9
	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.

2

PART I - FINANCIAL INFORMATION

ITEM 1.                      FINANCIAL STATEMENTS

SOLO INTERNATIONAL, INC.

(An Exploration Stage Company)

Consolidated Financial Statements

(Expressed in US dollars)

December 31, 2013

Financial Statement Index	Page
Consolidated Balance Sheets (unaudited)	F-1
Consolidated Statements of Operations (unaudited)	F-2
Consolidated Statements of Changes in Stockholder's Deficiency (unaudited)	F-3
Consolidated Statements of Cash Flows (unaudited)	F-4
Notes to the Consolidated Financial Statements (unaudited)	F-5 to F-12

3

SOLO INTERNATIONAL, INC.

(An Exploration Stage Company)

CONSOLIDATED BALANCE SHEETS

	December 31, 2013 (unaudited)			September 30, 2013 (audited)
ASSETS
Current
Cash	$	586		$	-
Prepaid expense		1,094			1,097
Total Current Assets		1,680			1,097
Total Assets	$	1,680		$	1,097
LIABILTIES  AND STOCKHOLDERS’ EQUITY (DEFICIENCY)
Current liabilities
Accounts payable and accrued liabilities	$	130,806		$	113,006
Accounts payable and accrued liabilities, related party		500			2,500
Advances from related parties		6,417			6,417
Convertible promissory notes, net (Note 5)		522,924			503,670
Derivative liabilities		35,500			-
Total Current Liabilities		696,147			625,593
STOCKHOLDERS’ EQUITY (DEFICIENCY)
Common stock: 900,000,000 shares authorized, at $0.001 par value 288,200,000 shares issued and outstanding as at December 31, 2013 and September 30, 2013		288,200			288,200
Capital in excess of par value		48,157			48,157
Deficit accumulated during the exploration stage		(1,030,824	)		(960,853	)
Total Stockholders’ Equity (Deficiency)		(694,467	)		(624,496	)
Total Liabilities and Stockholders’ Equity (Deficiency)	$	1,680		$	1,097

The accompanying notes are an integral part of these consolidated financial statements.

F-1

SOLO INTERNATIONAL, INC.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

For the three month periods ended December 31, 2013 and 2012

 and for the period from

April 30, 2010 (date of inception) to December 31, 2013

(Unaudited)

	Three months ended December 31,						April 30, 2010 (date of inception) to December 31,
	2013			2012			2013
REVENUE	$	-		$	-		$	-
EXPENSES
Exploration expenses		-			13,753			35,445
Professional fees		19,222			14,722			160,870
Management fees		11,000			7,500			73,500
Impairment on mineral claims		-			-			225,000
Other general and administrative expenses		8,939			24,755			146,914
OPERATING LOSS		(39,161	)		(60,730	)		(641,729	)
OTHER INCOME (EXPENSES)
Interest expenses		(30,810	)		(68,826	)		(389,095	)
NET LOSS		(69,971	)		(129,556	)		(1,030,824	)
Basic and diluted loss per share	$	(0.00	)*	$	(0.00	)*
Weighted average number of shares outstanding, basic and diluted		288,200,000			288,200,000

*   Less than $0.01 per share

The accompanying notes are an integral part of these consolidated financial statements.

F-2

SOLO INTERNATIONAL, INC,

(An Exploration Stage Company)

STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIENCY

For the Period from April 30, 2010 (date of inception) to December 31, 2013

										Accumulated
										Deficit
							Capital in			During the
	Common Stock						Excess of			development
	Shares			Amount			Par value			Stage			Total
Balance April 30, 2010		-		$	-		$	-		$	-		$	-
Issuance of common shares for cash		300,000,000			300,000			(297,000	)		-			3,000
Issuance of common shares for cash		72,000,000			72,000			(57,600	)		-			14,400
Issuance of common shares for cash		16,000,000			16,000			(11,200	)		-			4,800
Net loss for the period		-			-			-			(714	)		(714	)
Balance, September 30, 2010		388,000,000			388,000			(365,800	)		(714	)		21,486
Net loss for the year ended September 30, 2011		-			-			-			(25,360	)		(25,360	)
Balance, September 30, 2011		388,000,000			388,000			(365,800	)		(26,074	)		(3,874	)
Beneficial conversion features		-			-			197,176			-			197,176
Valuation of warrants		-			-			57,175			-			57,175
Shares returned		(100,000,000	)		(100,000	)		100,000			-			-
Issuance of common shares for property		200,000			200			19,800			-			20,000
Net loss for the year ended September 30, 2012		-			-			-			(578,753	)		(578,753	)
Balance, September 30, 2012		288,200,000			288,200			8,351			(604,827	)		(308,276	)
Beneficial conversion features		-			-			35,736			-			35,736
Valuation of warrants		-			-			4,070			-			4,070
Net loss for the year ended September 30, 2013		-			-			-			(356,026	)		(356,026	)
Balance, September 30, 2013		288,200,000			288,200			48,157			(960,853)	)		(624,496)	)
Net loss for the period ended December 31, 2013		-			-			-			(69,971)			(69,971)
Balance, December 31, 2013		288,200,000		$	288,200		$	48,157		$	(1,030,824	)	$	(694,467	)

The accompanying notes are an integral part of these consolidated financial statements.

F-3

SOLO INTERNATIONAL, INC,

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the three month periods ended December 31, 2013 and 2012

 and for the period from

April 30, 2010 (date of inception) to December 31, 2013

(Unaudited)

	Three months ended December 31, 2013			Three months ended December 31, 2012			From inception (April 30, 2010) to December 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(69,971	)	$	(129,556	)	$	(1,030,824	)
Adjustment to reconcile net loss to net cash (used in) operating activities:
Interest expense-Amortization on discount of convertible promissory notes		17,254			57,669			300,081
Impairment on mineral claims		-			-			225,000
Changes in operating assets and liabilities:
(Increase) decrease in prepaid expense		3			(2,927	)		(1,094	)
Increase (decrease) in accounts payable and accrued liabilities		15,800			23,365			131,306
Net cash provided by (used) in operating activities		(36,914	)		(51,449	)		(375,531	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase mineral claims		-			-			(205,000	)
Net cash used in investing activities		-			-			(205,000	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from related party		-			-			6,417
Proceeds from convertible notes payable		37,500			30,000			552,500
Proceeds from issuance of common stock		-			-			22,200
Net cash provided by financing activities		37,500			30,000			581,117
Increase (decrease) in cash during the period		586			(21,449	)		586
Cash, beginning of period		-			44,561			-
Cash, end of period	$	586		$	23,112		$	586
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.

F-4

SOLO INTERNATIONAL, INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

(Unaudited)

1. ORGANIZATION

SOLO INTERNATIONAL, INC. 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 will be 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, 2013, the Company has not generated any revenue and has an accumulated deficit of $1,030,824.

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 month period ended December 31, 2013 are not necessarily indicative of the results that may be expected for the year ending September 30, 2014.  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, 2013 filed with the Securities and Exchange Commission on December 30, 2013.

F-5

SOLO INTERNATIONAL, INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

(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 $1,030,824 as of December 31, 2013 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 six 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.

F-6

SOLO INTERNATIONAL, INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

(Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

Basic and Diluted 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. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period.

The Company had the following potential common stock equivalents at December 31, 2013:

Warrants 12,000,000

Since the Company reflected a net loss in fiscal years 2013 and 2012, respectively, the effect of considering any common stock equivalents, if outstanding, would have been anti-dilutive.  A separate computation of diluted earnings (loss) per share is not presented.

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.

F-7

SOLO INTERNATIONAL, INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

(Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

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.

Fair value of financial instruments

The Financial Accounting Standards Board issued ASC (Accounting Standards Codification) 820-10 (SFAS No. 157), “Fair Value Measurements and Disclosures" for financial assets and liabilities. ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:

· Level 1: Quoted prices in active markets for identical assets or liabilities.

· Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

· Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

F-8

SOLO INTERNATIONAL, INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

(Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Fair value of financial instruments (continued)

The following are the major categories of liabilities measured at fair value on a recurring basis as of December 31, 2013 and September 30, 2013, using quoted prices in active markets for identical liabilities (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3):

		December 31, 2013		September 30, 2013
Derivative liabilities	Level 3	$	35,500	$	-

Derivative Liabilities

Fair value accounting requires bifurcation of embedded derivative instruments, such as ratchet provisions or conversion features in convertible debt or equity instruments, and measurement of their fair value. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments.

Once derivative liabilities are determined, they are adjusted to reflect fair value at the end of each reporting period. Any increase or decrease in the fair value is recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black-Scholes option-pricing model.

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, all of which have been paid as of December 31, 2013, 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

F-9

SOLO INTERNATIONAL, INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2013

(Unaudited)

3. MINERAL PROPERTY (continued)

Expenditures:

During the three months ended December 31, 2013 and December 31, 2012, the Company expended $0 and $13,753 on exploration respectively.

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.

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 has transferred 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, 2013, 288,200,000 common stock shares were issued and outstanding.

5.  CONVERTIBLE PROMISSORY NOTE, NET and DERIVATIVE LIABILITIES

(i)   Craigstone Ltd. (“Craigstone”)  

On November 4, 2011, the Company entered into a Securities Purchase Agreement with Craigstone 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 was due on or before the twelfth month anniversary of the date of execution.  The due dates were extended as described further herein.

F-10

SOLO INTERNATIONAL, INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

(Unaudited)

5.  CONVERTIBLE PROMISSORY NOTE, NET and DERIVATIVE LIABILITIES (continued)

(i)   Craigstone Ltd. (“Craigstone”) (continued)

During the fiscal year ended September 30, 2012, the Company entered into additional Securities Purchase Agreements with Craigstone pursuant to which the Company received  collectively $320,000 as  loans whereby each funding received  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”).   Collectively under the Securities Purchase Agreements, Craigstone was granted the rights 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 were due on or before the twelfth month anniversary of the date of execution.  The due dates were extended as described further herein.

During the fiscal year ended September 30, 2013, the Company entered into three additional Securities Purchase Agreements with Craigstone pursuant to which the Company received a total of $45,000 as loans in exchange for which each funding received 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 collectively received a three (3) year Warrant (the “Warrant”) to purchase one hundred twelve thousand five hundred (112,500) 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 is 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 dates of grant to be $215,439 on the notes, and $60,439 on the warrants. This value was recorded as a discount on debt and offset to additional paid in capital. Amortization of the discount was $2,335 for the three months ended December 31, 2013 (December 31, 2012 - $57,669), which amount has been recorded as interest expense.

	December 31, 2013			September 30, 2013			Issue Date
Convertible Promissory Note – face value, due on March  31, 2015	$	100,000		$	100,000		$	100,000
Convertible Promissory Note – face value, due on November 4, 2014		115,000			115,000			115,000
Convertible Promissory Note – face value, due on March 31, 2015		85,000			85,000			85,000
Convertible Promissory Note – face value, due on March 31, 2015		35,000			35,000			35,000
Convertible Promissory Note – face value, due on May 11, 2014		25,000			25,000			25,000
Convertible Promissory Note – face value, due on June 19, 2014		25,000			25,000			25,000
Convertible Promissory Note – face value, due on March 31, 2015		35,000			35,000			35,000
Convertible Promissory Note – face value, due on March 31, 2015		15,000			15,000			15,000
Convertible Promissory Note – face value, due on March 31, 2015		15,000			15,000			15,000
Convertible Promissory Note – face value, due on May 30, 2014		15,000			15,000			15,000
Total convertible promissory note – face value		465,000			465,000			465,000
Less: beneficial conversion feature		(2,119	)		(4,225	)		(215,439	)
Warrant discount		(65	)		(294	)		(60,439	)
	$	462,816		$	460,480		$	189,122

F-11

SOLO INTERNATIONAL, INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

(Unaudited)

5.  CONVERTIBLE PROMISSORY NOTE, NET and DERIVATIVE LIABILITIES (continued)

Interest expenses:

	For the three month period
	December 31, 2013		December 31, 2012
Amortization of debt discount	$	2,335		$	57,669
Interest at contractual rate		11,720			11,157
Totals	$	14,055		$	68,826

On January 31, 2013, Craigstone 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.

On May 31, 2013, Craigstone agreed to extend the maturity dates of certain notes due and payable on March 8, 2013, May 11, 2013 and June 19, 2013 to March 8, 2014, May 11, 2014 and June 19, 2014. On February 6, 2014 the Craigstone agreed to extend the maturity dates of certain notes due and payable on  September 11, 2013, October 19, 2013, October 26, 2013, November 4, 2013, February 3, 2014 and March 8, 2014 to March 31, 2015.

(ii)   Adams Ale Inc.

Effective February 15, 2013, the Company entered into a Securities Purchase Agreement with Adams Ale Inc. (“Adams”) pursuant to which Adams agreed to undertake a private placement in the amount of $100,000.  On May 1, 2013, Adams had not fully funded the private placement, having funded an amount of $50,000 and agreed to convert to a Convertible Promissory Note on the same commercial terms as the Craigstone notes discussed above.   The Company agreed to enter into a Securities Purchase Agreement with Adams for the funded amount of  $50,000 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 one hundred twenty-five thousand (125,000) 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.

The beneficial conversion feature resulting from the discounted conversion price compared to market price was valued on the date of grant to be $17,473 on the note, and $806 on the warrants. This value was recorded as a discount on debt and offset to additional paid in capital. Amortization of the discount for the three months ended December 31, 2013 was$4,608 (December 31, 2012 - $nil), which amount has been recorded as interest expense.

	December 31, 2013			September 30, 2013			Issue Date
Convertible Promissory Note – face value, due on February 15, 2014	$	50,000		$	50,000		$	50,000
Total convertible promissory note – face value		50,000			50,000			50,000
Less: beneficial conversion feature		(2,106	)		(6,511	)		(17,473	)
Warrant discount		(97	)		(300	)		(806	)
		47,797			43,189			31,721

F-12

SOLO INTERNATIONAL, INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

(Unaudited)

5.  CONVERTIBLE PROMISSORY NOTE, NET and DERIVATIVE LIABILITIES (continued)

Interest expenses:

	For the three month period
	December 31, 2013			December 31, 2012
Amortization of debt discount		$	4,608		$	-
Interest at contractual rate			1,260			-
Totals		$	5,868		$	-

(iii)   Asher Enterprises, Inc.

On October 22, 2013, we raised $37,500, through a private offering of a convertible promissory note.  Under the terms of the Note, interest shall accrue at 8% per annum until June 20, 2014 (the “Maturity Date”), at which time, unless converted, all principal and accrued interest shall be due and payable.  Any amount of principal or interest on the Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”). Interest shall commence accruing on the date that the Note is fully paid and shall be computed on the basis of a 365-day year and the actual number of days elapsed.   The holder shall have the right from time to time, and at any time during the period beginning on the date which is 180 days following the date of the note (dated September 18, 2013) to convert the Note, in whole or in part,  into full paid and non-assessable shares of Common Stock.   The conversion price (the “Conversion Price”) shall equal the Variable Conversion Price which shall mean shall mean 55% multiplied by the Market Price (as defined herein) (representing a discount rate of 45%) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). “Market Price” means the average of the lowest three (3) Trading Prices (as defined below) for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the closing bid price on the Over-the-Counter Bulletin Board, or applicable trading market.

In our evaluation of the financing arrangement, we concluded that the conversion features were not afforded the exemption as a conventional convertible instrument and it did not otherwise meet the conditions set forth in current accounting standards for equity classification. Accordingly, they do not meet the conditions necessary to obtain equity classification and are required to be carried as derivative liabilities.

Since equity classification is not available for the conversion feature, we were required to bifurcate the embedded conversion feature and carry it as a derivative liability, at fair value. Derivative financial instruments are carried initially and subsequently at their fair values.

We estimated the fair value of the compound derivative on the inception dates, and subsequently, using the Black-Scholes Merton valuation technique, adjusted for the effect of dilution, because that technique embodies all of the assumptions (including, volatility, expected terms, and risk free rates) that are necessary to fair value complex compound derivate instruments.

As a result of the application of ASC No. 815 in period ended December 31, 2013and issued date of October 22, 2013; the fair value of the conversion feature is summarized as follows:

F-13

SOLO INTERNATIONAL, INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

(Unaudited)

5.  CONVERTIBLE PROMISSORY NOTE, NET and DERIVATIVE LIABILITIES (continued)

(iii)   Asher Enterprises, Inc. (continued)

Derivative liabilities, October 22, 2013	$	35,500
Fair value mark to market adjustment		-
Derivative liabilities, December 31, 2013	$	35,500

The Company recorded the debt discount in the amount of $35,500.

The fair value at the commitment and re-measurement dates for the Company’s derivative liabilities were based upon the following management assumptions as of December 31, 2013 and commitment date (October 22, 2013):

	Commitment Date			Re-measurement December 31, 2013
Expected dividends		0	%		0	%
Expected volatility		259.49	%		284.20	%
Expect term	0.66 years			0.47 years
Risk free interest rate		0.04	%		0.10	%

Amortization of the $35,500 discount over the three month  period ended December 31, 2013 was $10,311 (December 31, 2012- $nil), which amount has been recorded as interest expense and is reflected on the Company's balance sheet as Convertible Note Liabilities, Net.  The unamortized discount of $25,189 will be expensed in future periods.

	December 31, 2013			Issue Date
Convertible Promissory Note – face value, due on June 20, 2014	$	37,500		$	37,500
Total convertible promissory note – face value		37,500			37,500
Less: Debt discount		(25,189	)		(35,500	)
		12,311			2,000

Interest expenses:

	For the three month period
	December 31, 2013			December 31, 2012
Amortization of debt discount		$	10,311		$	-
Interest at contractual rate			576			-
Totals		$	10,887		$	-

F-14

SOLO INTERNATIONAL, INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

(Unaudited)

6. RELATED PARTY TRANSACTIONS

On September 13, 2013, Mr. Michael Jacob Cooper Smith was appointed to the Board of Directors and as an officer of the Company.

On September 30, 2013, the Company entered into a three-year employment agreement with Mr. Michael Jacob Cooper Smith. Under the terms of the agreement, the Company shall pay Mr. Smith a base salary of $30,000 per annum, paid monthly.  The amount of base salary may be increased from time to time by the Board of Directors of the Company. Mr. Smith shall be eligible for periodic bonus in amounts to be determined by the Board of Directors.

During the three month period ended December 31, 2013, Mr. Michael Jacob Cooper Smith invoiced the Company for his services in the amount of $7,500. In addition, he received bonus in the amount of $3,500 during the three month period ended December 31, 2013. The Company paid $13,000 in cash, leaving $500 on the balance sheets as accounts payable and accrued liability – related party (September 30, 2013 - $2,500) at December 31, 2013.

7. WARRANTS

An aggregate of 1,200,000 warrants were issued and outstanding as at December 31, 2013 and September 30, 2013 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 1,200,000 warrants totaling $61,245 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	$	0.0068 ~ 0.135
Exercise Price of Warrants	$	0.0051 ~ 0.101
Term of Warrants (years)		3.00
Computed Volatility		125.84% ~ 147.91%	%
Annual Dividends		0.00	%
Discount Rate		0.33 ~ 0.49	%

A summary of the Company’s warrants as of December 31, 2013 and September 30, 2013 as follows:

	December 31, 2013				September 30, 2013
	Warrants		Weighted average  exercise price		Warrants		Weighted average exercise price
Outstanding at the beginning of the period		1,200,000	$	0.060		962,500		$	0.069
Granted		-				237,500			0.024
Exercised		-				-			-
Cancelled		-				-			-
Outstanding at the end of the period		1,200,000	$	0.060		1,200,000		$	0.060
Vested and exercisable at the end of period		1,200,000				1,200,000
Weighted average fair value per share of warrants			$	-				$	0.060

F-15

SOLO INTERNATIONAL, INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

(Unaudited)

7. WARRANTS (continued)

The following table summarizes information regarding stock purchase warrants outstanding at December 31, 2013:

		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
$	0.00563-0.10		1,200,000		1.30	$	0.060	1,200,000	1.30	$	0.060

As at December 31, 2013, the Company had the following warrants outstanding:

Exercise Price		Expiry Date	Weighted Average Remaining Contractual Life (Years)		Outstanding at September 30, 2013		Issued		Exercised		Expired		Outstanding at December 31, 2013
$	0.075	November 4, 2014		0.84		250,000		-		-		-		250,000
$	0.075	November 4, 2014		0.84		250,000		-		-		-		250,000
$	0.101	February 3, 2015		1.09		177,083		-		-		-		177,083
$	0.041	March 8, 2015		1.19		72,917		-		-		-		72,917
$	0.052	May 11, 2015		1.36		62,500		-		-		-		62,500
$	0.03	June 19, 2015		1.72		62,500		-		-		-		62,500
$	0.03	September 11, 2015		1.47		87,500		-		-		-		87,500
$	0.064	October 19, 2015		1.80		37,500		-		-		-		37,500
$	0.056	October 26, 2015		1.82		37,500		-		-		-		37,500
$	.008	February 15, 2016		2.12		125,000		-		-		-		125,000
$	0.005	May 30,2016		2.41		37,500		-		-		-		37,500
				1.30		1,200,000		-		-		-		1,200,000

8.  INCOME TAXES

The Company has losses carried forward for income tax purposes at December 31, 2013. There are no current or deferred tax expenses for the current period ended December 31, 2013 due to the Company’s loss position. The Company has fully reserved for any benefits of these losses. The deferred tax consequences of temporary differences in reporting items for financial statement and income tax purposes are recognized, as appropriate. Realization of the future tax benefits related to the deferred tax assets is dependent on many factors, including the Company’s ability to generate taxable income within the net operating loss carryforward period.

F-16

SOLO INTERNATIONAL, INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

(Unaudited)

8.  INCOME TAXES (continued)

Management has considered these factors in reaching its conclusion as to the valuation allowance for financial reporting purposes.

	December 31, 2013			September 30, 2013
Net operating loss carry forward		1,030,824			960,853
Effective Tax Rate		35	%		35	%
Deferred Tax Assets		360,788			336,200
Less: Valuation Allowance		(360,788	)		(336,200	)
Net deferred tax asset	$	0		$	0

The valuation allowance for deferred tax assets as of December 31, 2013 and September 30, 2013 was $360,788 and $336,200 respectively. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of December 31, 2013 and September 30, 2013, and recorded a full valuation allowance.

Reconciliation between the statutory rate and the effective tax rate is as follows at December 31, 2013 and September 30, 2013:

	December 31, 2013			September 30, 2013
Federal statutory tax rate		(35.0	)%		(35.0	)%
Permanent difference and other		35.0	%		35.0	%
Effective tax rate		-	%		-	%

The net federal operating loss carry forward will expire between 2030 and 2033. This carry forward may be limited upon the consummation of a business combination under IRC Section 381.

9. SUBSEQUENT EVENTS

Subsequent to December 31, 2013 the Company received $22,500, through a private offering of a convertible promissory note (the “Note”).  Under the terms of the note, interest shall accrue at 8% per annum until September 20, 2014 (the “Maturity Date”), at which time, unless converted, all principal and accrued interest shall be due and payable.  Any amount of principal or interest on the Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”). Interest shall commence accruing on the date that the Note is fully paid and shall be computed on the basis of a 365-day year and the actual number of days elapsed.   The holder shall have the right from time to time, and at any time during the period beginning on the date which is 180 days following the date of the note (dated December 18, 2013) to convert the Note, in whole or in part,  into full paid and non-assessable shares of Common Stock.   The conversion price (the “Conversion Price”) shall equal the Variable Conversion Price which shall mean shall mean 55% multiplied by the

F-17

SOLO INTERNATIONAL, INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

(Unaudited)

9. SUBSEQUENT EVENTS (continued)

Market Price (as defined herein) (representing a discount rate of 45%) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). “Market Price” means the average of the lowest three (3) Trading Prices (as defined below) for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the closing bid price on the Over-the-Counter Bulletin Board, or applicable trading market.

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.

F-18

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

	December 31, 2013 $			September 30, 2013 $
Current Assets		1,680			1,097
Current Liabilities		696,147			625,593
Working Capital (Deficit)		(694,467	)		(624,496	)

Cash Flows

	December 31, 2013 $			December 31, 2012 $
Cash Flows from (used in) Operating Activities		(36,914	)		(51,449	)
Cash Flows from (used in) Investing Activities		0			0
Cash Flows from (used in) Financing Activities		37,500			30,000
Net Increase (decrease) in Cash During Period		586			(21,449	)

Operating Revenues

Operating revenues for the periods ended December 31, 2013 and 2012 were $0.

4

Operating Expenses and Net Loss

Comparison of three month periods ended December 31, 2013 and 2012

Operating and other expenses for the three month period ended December 31, 2013 totaled $39,161 and are comprised of $19,222 in professional fees, $11,000 in fees paid under a related party management contract, $8,939 in other general  and administrative expenses.   In addition the Company recorded $30,810 as interest expenses, $6,943 of which was the amortization of the debt discount from the beneficial conversion feature and warrant discount resulting from convertible promissory notes and $10,311 from the amortization of debt discount from convertible notes.

As compared to operating and other expenses for the three month period ended December 31, 2012 which 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 and 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.

Net loss for the period ended December 31, 2013 was $69,971 as compared to $129,556 for the three month period ended December 31, 2012.  The decrease in operating expenses and losses is predominantly due to the exploration expense in the period ended December 31, 2012 with no comparable exploration expenses during the period ended December 31, 2013, and the decrease in other general and administrative expenses from $24,755 (December 31, 2012) to $8,939 (December 31, 2013), offset by  the increased expenses in professional fees from $14,722 to $19,222 and in management fees from $7,500 to $11,000  and the fact that interest expenses decreased from $68,826 (2012) to $30,810 (2013).

Liquidity and Capital Resources

As at December 31, 2013, the Company had total assets of $1,680 compared to $1,097 as at September 30, 2013. The increase in total assets is attributable to the payment of operational costs offset by funds raised of $37,500 during the period.

As at December 31, 2013, the Company had total liabilities of $696,147 as compared with total liabilities of $625,593 as at September 30, 2013. The increase in total liabilities was mainly due derivative liabilities during the three months ended December 31, 2013 with no comparable liability as at September 30, 2013.  Accounts payable and accrued liabilities increased from $113, 006 as at September 30, 2013 to $130,806 at December 31, 2013 as the Company was unable to raise sufficient funds to meet its obligations as they became due..

As at December 31, 2013, the Company had a working capital deficit of $694,467 compared with a working capital deficit of $624,496 as at September 30, 2013.  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 for 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. 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.

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 while we have been able to raise funding to ensure that we meet our filing obligations, we have been unable to raise sufficient funding to undertake any exploration on our property.  Should we be unable to continue to raise funding for  our filing obligations we may have to cease operations.   If the Company cannot raise exploration funds the properties which the Company currently holds could be lost.

5

Cashflow from Operating Activities

During the three month period ended December 31, 2013, the Company used $36,914 for operating activities compared to the use of $51,449 for operating activities during the period ended December 31, 2012. The decrease in net cash used in operating activities is attributed to the Company’s inability to raise sufficient funds to allow it to maintain and grow its operations.  Non-cash items including a substantial reduction to the amortization of the debt discount recorded in the current period of  $17,254 as compared to $57,669  in the three months ended December 31, 2012 account for the most substantial changes in cashflows from operating activities.

Cashflow from Investing Activities

During the three month period ended December 31, 2013and December 31, 2012 the Company has expended no cash on investing activities.

Cashflow from Financing Activities

During the three month period ended December 31, 2013, the Company received $37,500 cash from financing activities by way of a note payable compared to $30,000 cash from notes payable for the three month period ended December 31, 2012.  

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 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.

6

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, 2013, 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 30, 2013, 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.

7

PART II - OTHER INFORMATION

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

There were no issuances of unregistered securities to report which were sold or issued by the Company without the registration of these securities under the Securities Act of 1933 in reliance on exemptions from such registration requirements, within the period covered by this report, which have not been previously included in and Annual Report on Form 10-K,  a Quarterly Report on Form 10-Q or a Current Report on Form 8-K.

ITEM 3.                      DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.                      MINE SAFETY DISCLOSURES

None.

ITEM 5.                      OTHER INFORMATION

None

8

ITEM 6.                      EXHIBITS

Exhibits:

Exhibit Number	Description of Exhibit	Filing
3.01	Articles of Incorporation	Filed with the SEC on October 22, 2010 as part of our Registration Statement on Form S-1.
3.01(a)	Certificate of Change	Filed with the SEC on November 7, 2012 as part of our Current Report on Form 8-K.
3.02	Bylaws	Filed with the SEC on October 22, 2010 as part of our Registration Statement on Form S-1.
10.01	Service Agreement between Solo International, Inc. and “TIRCARS” Sp. J dated August 30, 2010	Filed with the SEC on October 22, 2010 as part of our Registration Statement on Form S-1.
10.02	Securities Purchase Agreement between Solo International, Inc. and Craigstone Ltd., dated November 4, 2012	Filed with the SEC on November 15, 2012 as part of our Current Report on Form 8-K.
10.03	Option Agreement by and between between Solo International, Inc. and 9228-6202 Quebec Inc., dated November 15, 2012	Filed with the SEC on November 23, 2012 as part of our Current Report on Form 8-K
10.04	Amended Option Agreement by and between 9252-4768 Quebec Inc. and 9228-6202 Quebec Inc. dated December 20, 2012	Filed with the SEC on January 3, 2013 as part of our Amended Current Report on Form 8-K/A.
10.05	Securities Purchase Agreement between Solo International, Inc. and Craigstone Ltd., dated January 10, 2013	Filed with the SEC on January 12, 2013 as part of our Current Report on Form 8-K.
10.06	Employment agreement between the Company and Michael Jacob Cooper Smith dated September 30, 2013	Filed with the SEC on December 30, 2013 as part of our Annual Report on Form 10-K.
10.07	Securities Purchase Agreement with Asher Enterprises Inc. dated September 18, 2013	Filed with the SEC on December 30, 2013 as part of our Annual Report on Form 10-K.
10.08	Securities Purchase Agreement with Asher Enterprises Inc. dated December 18, 2013	Filed with the SEC on December 30, 2013 as part of our Annual Report on Form 10-K.
10.9	Securities Purchase Agreement with Asher Enterprises Inc. dated January 30, 2014	Filed herewith.
31.01	Certification of Principal Executive Officer Pursuant to Rule 13a-14	Filed herewith.
31.02	Certification of Principal Financial Officer Pursuant to Rule 13a-14	Filed herewith.
32.01	CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act	Filed herewith.
101.INS	XBRL Instance Document	Filed herewith.
101.SCH	XBRL Taxonomy Extension Schema Document	Filed herewith.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	Filed herewith.
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document	Filed herewith.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	Filed herewith.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	Filed herewith.

9

SIGNATURES

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.

	SOLO INTERNATIONAL, INC.
Date: February 14, 2014	By:	/s/ Michael Cooper Smith
	Name:	Michael Cooper Smith
	Title:	President, Principal Executive Officer & Principal Financial Officer (Principal Accounting Officer)

10

EX-31.1

RULE 13A-14(A)/15D-14(A) CERTIFICATION

I, Michael Cooper Smith, certify that:

(1) I have reviewed this quarterly report on Form 10-Q of Solo International, Inc. for the period ended December 31, 2013;

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

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods 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 15d-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 made known to us by others within those entities, particularly during the period in which this report is being prepared;

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

Date: February 14, 2014	By:	/s/ Michael Cooper Smith
	Name:	Michael Cooper Smith
	Title:	Principal Executive Officer

EX-31.2

RULE 13A-14(A)/15D-14(A) CERTIFICATION

I, Michael Cooper Smith, certify that:

(1) I have reviewed this quarterly report on Form 10-Q of Solo International, Inc. for the period ended December 31, 2013;

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

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods 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 15d-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 made known to us by others within those entities, particularly during the period in which this report is being prepared;

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

Date: February 14, 2014	By:	/s/ Michael Cooper Smith
	Name:	Michael Cooper Smith
	Title:	Principal Fiancial Officer

EX-32.1

EXHIBIT 32

SOLO INTERNATIONAL, INC.

CERTIFICATION PURSUANT TO

18 U.S.C. Section 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Solo International, Inc. (the “Company”) on Form 10-Q for the three months ending December 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael Cooper Smith, as Principal Executive, Financial and Accounting Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 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 this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  February 14, 2014	By:	/s/ Michael Cooper Smith
	Name:	Michael Cooper Smith
	Title:	Principal Executive, Financial and Accounting Officer

A signed original of this written statement required by Section 1350 of Title 18 of the United States Code has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished as an exhibit to the Report pursuant to Item 601(b)(32) of Regulation S-K and Section 1350 of Title 18 of the United States Code and, accordingly, is not being filed with the Securities and Exchange Commission as part of the Report and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the Report, irrespective of any general incorporation language contained in such filing.)

EX-10.9

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 30, 2014, by and between SOLO INTERNATIONAL, INC., a Nevada corporation, with headquarters located at 871 Coronado Center Drive - Suite 200, Henderson, NV 89052 (the “Company”), and ASHER ENTERPRISES, INC., a Delaware corporation, with its address at 1 Linden Place, Suite 207, Great Neck, NY 11021 (the “Buyer”).

WHEREAS:

A.The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”);

B.Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement an 8% convertible note of the Company, in the form attached hereto as Exhibit A, in the aggregate principal amount of $15,000.00 (together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the “Note”), convertible into shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”), upon the terms and subject to the limitations and conditions set forth in such Note.

C.The Buyer wishes to purchase, upon the terms and conditions stated in this Agreement, such principal amount of Note as is set forth immediately below its name on the signature pages hereto; and

NOW THEREFORE, the Company and the Buyer severally (and not jointly) hereby agree as follows:

1.Purchase and Sale of Note.

a.Purchase of Note.  On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company such principal amount of Note as is set forth immediately below the Buyer’s name on the signature pages hereto.

b.Form of Payment.  On the Closing Date (as defined below), (i) the Buyer shall pay the purchase price for the Note to be issued and sold to it at the Closing (as defined below) (the “Purchase Price”) by wire transfer of immediately available funds to the Company, in accordance with the Company’s written wiring instructions, against delivery of the Note in the principal amount equal to the Purchase Price as is set forth immediately below the Buyer’s name on the signature pages hereto, and (ii) the Company shall deliver such duly executed Note on behalf of the Company, to the Buyer, against delivery of such Purchase Price.

c.Closing Date.  Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below, the date and time of the issuance and sale of the Note pursuant to this Agreement (the “Closing Date”) shall be 12:00 noon, Eastern Standard Time on or about February 3, 2014, or such other mutually agreed upon time.  The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties.

1

2.Buyer’s Representations and Warranties.  The Buyer represents and warrants to the Company that:

a.Investment Purpose.  As of the date hereof, the Buyer is purchasing the Note and the shares of Common Stock issuable upon conversion of or otherwise pursuant to the Note (including, without limitation, such additional shares of Common Stock, if any, as are issuable (i) on account of interest on the Note, (ii) as a result of the events described in Sections 1.3 and 1.4(g) of the Note or (iii) in payment of the Standard Liquidated Damages Amount (as defined in Section 2(f) below) pursuant to this Agreement, such shares of Common Stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Note, the “Securities”) for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act; provided, however, that by making the representations herein, the Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.

b.Accredited Investor Status.  The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”).

c.Reliance on Exemptions.  The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

d.Information.  The Buyer and its advisors, if any, have been, and for so long as the Note remain outstanding will continue to be, furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Buyer or its advisors.  The Buyer and its advisors, if any, have been, and for so long as the Note remain outstanding will continue to be, afforded the opportunity to ask questions of the Company.  Notwithstanding the foregoing, the Company has not disclosed to the Buyer any material nonpublic information and will not disclose such information unless such information is disclosed to the public prior to or promptly following such disclosure to the Buyer.  Neither such inquiries nor any other due diligence investigation conducted by Buyer or any of its advisors or representatives shall modify, amend or affect Buyer’s right to rely on the Company’s representations and warranties contained in Section 3 below.  The Buyer understands that its investment in the Securities involves a significant degree of risk. The Buyer is not aware of any facts that may constitute a breach of any of the Company's representations and warranties made herein.

e.Governmental Review.  The Buyer understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities.

f.Transfer or Re-sale.  The Buyer understands that (i) the sale or re-sale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case).  Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bonafide margin account or other lending arrangement.

2

g.Legends.  The Buyer understands that the Note and, until such time as the Conversion Shares have been registered under the 1933 Act may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Conversion Shares may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such Securities):

“NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.  THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.  NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected.  The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.

h.Authorization; Enforcement. This Agreement has been duly and validly authorized.  This Agreement has been duly executed and delivered on behalf of the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its terms.

i.Residency.  The Buyer is a resident of the jurisdiction set forth immediately below the Buyer’s name on the signature pages hereto.

3.Representations and Warranties of the Company.  The Company represents and warrants to the Buyer that:

a.Organization and Qualification.  The Company and each of its Subsidiaries (as defined below), if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted.  Schedule 3(a) sets forth a list of all of the Subsidiaries of the Company and the jurisdiction in which each is incorporated.  The Company and each of its Subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which its ownership or use of property or the nature of the business conducted by it makes such qualification necessary except where the failure to be so qualified or in good standing would not have a Material Adverse Effect.  “Material Adverse Effect” means any material adverse effect on the business, operations, assets, financial condition or prospects of the Company or its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection herewith.  “Subsidiaries” means any corporation or other organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, any equity or other ownership interest.

3

b.Authorization; Enforcement.  (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Note by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Note, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

c.Capitalization.  As of the date hereof, the authorized capital stock of the Company consists of: (i) 900,000,000 shares of Common Stock, $0.001 par value per share, of which 288,200,000 shares are issued and outstanding; and (ii) there are no authorized shares of Preferred Stock; no shares are reserved for issuance pursuant to the Company’s stock option plans, no shares are reserved for issuance pursuant to securities (other than the Note and two (2) prior convertible promissory notes in favor of the Buyer:

(a)   Prior convertible promissory note in favor of the Buyer dated September 18, 2013 in the amount of $37,500.00 for which 189,500,000 shares of Common Stock are presently reserved and

(b)   Prior convertible promissory note in favor of the Buyer dated December 18, 2013 in the amount of $22,500.00 for which 356,500,000 shares of Common Stock are presently reserved and

exercisable for, or convertible into or exchangeable for shares of Common Stock and 56,000,000 shares are reserved for issuance upon conversion of the Note.  All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable.  No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company.  As of the effective date of this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Note or the Conversion Shares.  The Company has furnished to the Buyer true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.  The Company shall provide the Buyer with a written update of this representation signed by the Company’s Chief Executive on behalf of the Company as of the Closing Date.

d.Issuance of Shares.  The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.

4

e.Acknowledgment of Dilution.  The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the Conversion Shares upon conversion of the Note.  The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Note in accordance with this Agreement, the Note is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.

f.No Conflicts.  The execution, delivery and performance of this Agreement, the Note by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion Shares) will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation or By-laws, or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to which the Company or any of its Subsidiaries is a party, or (iii)  result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect).  Neither the Company nor any of its Subsidiaries is in violation of its Certificate of Incorporation, By-laws or other organizational documents and neither the Company nor any of its Subsidiaries is in default (and no event has occurred which with notice or lapse of time or both could put the Company or any of its Subsidiaries in default) under, and neither the Company nor any of its Subsidiaries has taken any action or failed to take any action that would give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party or by which any property or assets of the Company or any of its Subsidiaries is bound or affected, except for possible defaults as would not, individually or in the aggregate, have a Material Adverse Effect. The businesses of the Company and its Subsidiaries, if any, are not being conducted, and shall not be conducted so long as the Buyer owns any of the Securities, in violation of any law, ordinance or regulation of any governmental entity.  Except as specifically contemplated by this Agreement and as required under the 1933 Act and any applicable state securities laws, the Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental agency, regulatory agency, self regulatory organization or stock market or any third party in order for it to execute, deliver or perform any of its obligations under this Agreement, the Note in accordance with the terms hereof or thereof or to issue and sell the Note in accordance with the terms hereof and to issue the Conversion Shares upon conversion of the Note.  All consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof.  The Company is not in violation of the listing requirements of the Over-the-Counter Bulletin Board (the “OTCBB”) and does not reasonably anticipate that the Common Stock will be delisted by the OTCBB in the foreseeable future.  The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

g.SEC Documents; Financial Statements.  The Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”).  Upon written request the Company will deliver to the Buyer true and complete copies of the SEC Documents, except for such exhibits and incorporated documents.  As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.  None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof).  As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto.  Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved  and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).  Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to September 30, 2013, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Act.

5

h.Absence of Certain Changes.  Since September 30, 2013, there has been no material adverse change and no material adverse development in the assets, liabilities, business, properties, operations, financial condition, results of operations, prospects or 1934 Act reporting status of the Company or any of its Subsidiaries.

i.Absence of Litigation.  There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its Subsidiaries, threatened against or affecting the Company or any of its Subsidiaries, or their officers or directors in their capacity as such, that could have a Material Adverse Effect.  Schedule 3(i) contains a complete list and summary description of any pending or, to the knowledge of the Company, threatened proceeding against or affecting the Company or any of its Subsidiaries, without regard to whether it would have a Material Adverse Effect.  The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

j.Patents, Copyrights, etc.  The Company and each of its Subsidiaries owns or possesses the requisite licenses or rights to use all patents, patent applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark applications, service marks, service names, trade names and copyrights (“Intellectual Property”) necessary to enable it to conduct its business as now operated (and, as presently contemplated to be operated in the future); there is no claim or action by any person pertaining to, or proceeding pending, or to the Company’s knowledge threatened, which challenges the right of the Company or of a Subsidiary with respect to any Intellectual Property necessary to enable it to conduct its business as now operated (and, as presently contemplated to be operated in the future); to the best of the Company’s knowledge, the Company’s or its Subsidiaries’ current and intended products, services and processes do not infringe on any Intellectual Property or other rights held by any person; and the Company is unaware of any facts or circumstances which might give rise to any of the foregoing.  The Company and each of its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of their Intellectual Property.

k.No Materially Adverse Contracts, Etc.  Neither the Company nor any of its Subsidiaries is subject to any charter, corporate or other legal restriction, or any judgment, decree, order, rule or regulation which in the judgment of the Company’s officers has or is expected in the future to have a Material Adverse Effect.  Neither the Company nor any of its Subsidiaries is a party to any contract or agreement which in the judgment of the Company’s officers has or is expected to have a Material Adverse Effect.

l.Tax Status.  The Company and each of its Subsidiaries has made or filed all federal, state and foreign income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the Company and each of its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes) and has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and has set aside on its books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply.  There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such claim.  The Company has not executed a waiver with respect to the statute of limitations relating to the assessment or collection of any foreign, federal, state or local tax.  None of the Company’s tax returns is presently being audited by any taxing authority.

m.Certain Transactions.  Except for arm’s length transactions pursuant to which the Company or any of its Subsidiaries makes payments in the ordinary course of business upon terms no less favorable than the Company or any of its Subsidiaries could obtain from third parties and other than the grant of stock options disclosed on Schedule 3(c), none of the officers, directors, or employees of the Company is presently a party to any transaction with the Company or any of its Subsidiaries (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any corporation, partnership, trust or other entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.

6

n.Disclosure.  All information relating to or concerning the Company or any of its Subsidiaries set forth in this Agreement and provided to the Buyer pursuant to Section 2(d) hereof and otherwise in connection with the transactions contemplated hereby is true and correct in all material respects and the Company has not omitted to state any material fact necessary in order to make the statements made herein or therein, in light of the circumstances under which they were made, not misleading.  No event or circumstance has occurred or exists with respect to the Company or any of its Subsidiaries or its or their business, properties, prospects, operations or financial conditions, which, under applicable law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so publicly announced or disclosed (assuming for this purpose that the Company’s reports filed under the 1934 Act are being incorporated into an effective registration statement filed by the Company under the 1933 Act).

o.Acknowledgment Regarding Buyer’ Purchase of Securities.  The Company acknowledges and agrees that the Buyer is acting solely in the capacity of arm’s length purchasers with respect to this Agreement and the transactions contemplated hereby.  The Company further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any statement made by the Buyer or any of its respective representatives or agents in connection with this Agreement and the transactions contemplated hereby is not advice or a recommendation and is merely incidental to the Buyer’ purchase of the Securities.  The Company further represents to the Buyer that the Company’s decision to enter into this Agreement has been based solely on the independent evaluation of the Company and its representatives.

p.No Integrated Offering.  Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer.  The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

q.No Brokers.  The Company has taken no action which would give rise to any claim by any person for brokerage commissions, transaction fees or similar payments relating to this Agreement or the transactions contemplated hereby.

r.Permits; Compliance.  The Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate its properties and to carry on its business as it is now being conducted (collectively, the “Company Permits”), and there is no action pending or, to the knowledge of the Company, threatened regarding suspension or cancellation of any of the Company Permits.  Neither the Company nor any of its Subsidiaries is in conflict with, or in default or violation of, any of the Company Permits, except for any such conflicts, defaults or violations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.  Since September 30, 2013, neither the Company nor any of its Subsidiaries has received any notification with respect to possible conflicts, defaults or violations of applicable laws, except for notices relating to possible conflicts, defaults or violations, which conflicts, defaults or violations would not have a Material Adverse Effect.

s.Environmental Matters.

(i)There are, to the Company’s knowledge, with respect to the Company or any of its Subsidiaries or any predecessor of the Company, no past or present violations of Environmental Laws (as defined below), releases of any material into the environment, actions, activities, circumstances, conditions, events, incidents, or contractual obligations which may give rise to any common law environmental liability or any liability under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 or similar federal, state, local or foreign laws and neither the Company nor any of its Subsidiaries has received any notice with respect to any of the foregoing, nor is any action pending or, to the Company’s knowledge, threatened in connection with any of the foregoing.  The term “Environmental Laws” means all federal, state, local or foreign laws relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.

7

(ii)Other than those that are or were stored, used or disposed of in compliance with applicable law, no Hazardous Materials are contained on or about any real property currently owned, leased or used by the Company or any of its Subsidiaries, and no Hazardous Materials were released on or about any real property previously owned, leased or used by the Company or any of its Subsidiaries during the period the property was owned, leased or used by the Company or any of its Subsidiaries, except in the normal course of the Company’s or any of its Subsidiaries’ business.

(iii)There are no underground storage tanks on or under any real property owned, leased or used by the Company or any of its Subsidiaries that are not in compliance with applicable law.

t.Title to Property.  The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(t) or such as would not have a Material Adverse Effect.  Any real property and facilities held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as would not have a Material Adverse Effect.

u.Insurance.  The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its Subsidiaries are engaged.  Neither the Company nor any such Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect.  Upon written request the Company will provide to the Buyer true and correct copies of all policies relating to directors’ and officers’ liability coverage, errors and omissions coverage, and commercial general liability coverage.

v.Internal Accounting Controls.  The Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient, in the judgment of the Company’s board of directors, to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

w.Foreign Corrupt Practices.  Neither the Company, nor any of its Subsidiaries, nor any director, officer, agent, employee or other person acting on behalf of the Company or any Subsidiary has, in the course of his actions for, or on behalf of, the Company, used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

x.Solvency.  The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature.  The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year.

y.No Investment Company.  The Company is not, and upon the issuance and sale of the Securities as contemplated by this Agreement will not be an “investment company” required to be registered under the Investment Company Act of 1940 (an “Investment Company”).  The Company is not controlled by an Investment Company.

z.Breach of Representations and Warranties by the Company.  If the Company breaches any of the representations or warranties set forth in this Section 3, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event of default under Section 3.4 of the Note.

8

4.COVENANTS.

a.Best Efforts.  The parties shall use their best efforts to satisfy timely each of the conditions described in Section 6 and 7 of this Agreement.

b.Form D; Blue Sky Laws.  The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the Buyer promptly after such filing.  The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable closing pursuant to this Agreement under applicable securities or “blue sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyer on or prior to the Closing Date.

c.Use of Proceeds.  The Company shall use the proceeds for general working capital purposes.

d.Right of First Refusal.  Unless it shall have first delivered to the Buyer, at least seventy two (72) hours prior to the closing of such Future Offering (as defined herein), written notice describing the proposed Future Offering (“ROFR Notice”), including the terms and conditions thereof, identity of the proposed purchaser and proposed definitive documentation to be entered into in connection therewith, and providing the Buyer an option during the seventy two (72) hour period following delivery of such notice to purchase the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering (the limitations referred to in this sentence and the preceding sentence are collectively referred to as the “Right of First Refusal”) (and subject to the exceptions described below), the Company will not conduct any equity (or debt with an equity component) financing in an amount less than $100,000 (“Future Offering(s)”) during the period beginning on the Closing Date and ending six (6) months following the Closing Date.  Notwithstanding anything contained herein to the contrary, the Company shall not consummate any Future Offering with an investor, or an affiliate of such investor (collectively “Prospective Investor”), identified on an ROFR Notice whereby the Buyer exercised its Right of First Refusal for a period of forty (45) days following such exercise; and any subsequent offer by a Prospective Investor is subject to this Section 4(d) and the Right of First Refusal. In the event the terms and conditions of a proposed Future Offering are amended in any respect after delivery of the notice to the Buyer concerning the proposed Future Offering, the Company shall deliver a new notice to the Buyer describing the amended terms and conditions of the proposed Future Offering and the Buyer thereafter shall have an option during the seventy two (72) hour period following delivery of such new notice to purchase its pro rata share of the securities being offered on the same terms as contemplated by such proposed Future Offering, as amended.  The foregoing sentence shall apply to successive amendments to the terms and conditions of any proposed Future Offering.  The Right of First Refusal shall not apply to any transaction involving (i) issuances of securities in a firm commitment underwritten public offering (excluding a continuous offering pursuant to Rule 415 under the 1933 Act) or (ii) issuances of securities as consideration for a merger, consolidation or purchase of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the disposition or acquisition of a business, product or license by the Company.  The Right of First Refusal also shall not apply to the issuance of securities upon exercise or conversion of the Company’s options, warrants or other convertible securities outstanding as of the date hereof or to the grant of additional options or warrants, or the issuance of additional securities, under any Company stock option or restricted stock plan approved by the shareholders of the Company.

e.Expenses.  At the Closing, the Company shall reimburse Buyer for expenses incurred by them in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other agreements to be executed in connection herewith (“Documents”), including, without limitation, reasonable attorneys’ and consultants’ fees and expenses, transfer agent fees, fees for stock quotation services, fees relating to any amendments or modifications of the Documents or any consents or waivers of provisions in the Documents, fees for the preparation of opinions of counsel, escrow fees, and costs of restructuring the transactions contemplated by the Documents.  When possible, the Company must pay these fees directly, otherwise the Company must make immediate payment for reimbursement to the Buyer for all fees and expenses immediately upon written notice by the Buyer or the submission of an invoice by the Buyer. The Company’s obligation with respect to this transaction is to reimburse Buyer’ expenses shall be $500.

f.Financial Information.  Upon written request the Company agrees to send or make available the following reports to the Buyer until the Buyer transfers, assigns, or sells all of the Securities: (i) within ten (10) days after the filing with the SEC, a copy of its Annual Report on Form 10-K its Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K; (ii) within one (1) day after release, copies of all press releases issued by the Company or any of its Subsidiaries; and (iii) contemporaneously with the making available or giving to the shareholders of the Company, copies of any notices or other information the Company makes available or gives to such shareholders.

g.[INTENTIONALLY DELETED]

9

h.Listing.  The Company shall promptly secure the listing of the Conversion Shares upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance) and, so long as the Buyer owns any of the Securities, shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all Conversion Shares from time to time issuable upon conversion of the Note.  The Company will obtain and, so long as the Buyer owns any of the Securities, maintain the listing and trading of its Common Stock on the OTCBB or any equivalent replacement exchange, the Nasdaq National Market (“Nasdaq”), the Nasdaq SmallCap Market (“Nasdaq SmallCap”), the New York Stock Exchange (“NYSE”), or the American Stock Exchange (“AMEX”) and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Financial Industry Regulatory Authority (“FINRA”) and such exchanges, as applicable.  The Company shall promptly provide to the Buyer copies of any notices it receives from the OTCBB and any other exchanges or quotation systems on which the Common Stock is then listed regarding the continued eligibility of the Common Stock for listing on such exchanges and quotation systems.

i.Corporate Existence.  So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

j.No Integration.  The Company shall not make any offers or sales of any security (other than the Securities) under circumstances that would require registration of the Securities being offered or sold hereunder under the 1933 Act or cause the offering of the Securities to be integrated with any other offering of securities by the Company for the purpose of any stockholder approval provision applicable to the Company or its securities.

k.Breach of Covenants.  If the Company breaches any of the covenants set forth in this Section 4, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an event of default under Section 3.4 of the Note.

l.Failure to Comply with the 1934 Act.  So long as the Buyer beneficially owns the Note, the Company shall comply with the reporting requirements of the 1934 Act; and the Company shall continue to be subject to the reporting requirements of the 1934 Act.

m.Trading Activities.  Neither the Buyer nor its affiliates has an open short position in the common stock of the Company and the Buyer agree that it shall not, and that it will cause its affiliates not to, engage in any short sales of or hedging transactions with respect to the common stock of the Company.

5.Transfer Agent Instructions.  The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”).  In the event that the Borrower proposes to replace its transfer agent, the Borrower shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower. Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement.  The Company warrants that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate for Conversion Shares to be issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement; and (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement.  Nothing in this Section shall affect in any way the Buyer’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities.  If the Buyer provides the Company, at the cost of the Buyer, with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyer.  The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby.  Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

10

6.Conditions to the Company’s Obligation to Sell.  The obligation of the Company hereunder to issue and sell the Note to the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:

a.The Buyer shall have executed this Agreement and delivered the same to the Company.

b.The Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above.

c.The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the Closing Date.

d.No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

7.Conditions to The Buyer’s Obligation to Purchase.  The obligation of the Buyer hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:

a.The Company shall have executed this Agreement and delivered the same to the Buyer.

b.The Company shall have delivered to the Buyer the duly executed Note (in such denominations as the Buyer shall request) in accordance with Section 1(b) above.

c.The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to a majority-in-interest of the Buyer, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent.

d.The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date.  The Buyer shall have received a certificate or certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, but not limited to certificates with respect to the Company’s Certificate of Incorporation, By-laws and Board of Directors’ resolutions relating to the transactions contemplated hereby.

e.No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

f.No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations.

g.The Conversion Shares shall have been authorized for quotation on the OTCBB and trading in the Common Stock on the OTCBB shall not have been suspended by the SEC or the OTCBB.

h.The Buyer shall have received an officer’s certificate described in Section 3(c) above, dated as of the Closing Date.

11

8.Governing Law; Miscellaneous.

a.Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws.  Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of New York or in the federal courts located in the state and county of Nassau.  The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens.  The Company and Buyer waive trial by jury.  The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs.  In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law.  Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement.   Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.  Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

b.Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party.

c.Headings.  The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this Agreement.

d.Severability.  In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law.  Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.

e.Entire Agreement; Amendments.  This Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters.  No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the majority in interest of the Buyer.

f.Notices.  All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice.  Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.  The addresses for such communications shall be:

12

If to the Company, to:

SOLO INTERNATIONAL, INC.

871 Coronado Center Drive - Suite 200

Henderson, NV 89052

Attn: MICHAEL JACOB COOPER SMITH, Chief Executive Officer

facsimile: [enter fax number]

With a copy by fax only to (which copy shall not constitute notice):

[enter name of law firm]

Attn: [attorney name]

[enter address line 1]

[enter city, state, zip]

facsimile: [enter fax number]

                        If to the Buyer:

ASHER ENTERPRISES, INC.

1 Linden Pl., Suite 207

Great Neck, NY. 11021

Attn: Curt Kramer, President

facsimile: 516-498-9894

With a copy by fax only to (which copy shall not constitute notice):

Naidich Wurman Birnbaum & Maday LLP

80 Cuttermill Road, Suite 410

Great Neck, NY 11021

Attn: Bernard S. Feldman, Esq.

facsimile: 516-466-3555

Each party shall provide notice to the other party of any change in address.

g.Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns.  Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other.  Notwithstanding the foregoing, subject to Section 2(f), the Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

h.Third Party Beneficiaries.  This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

13

i.Survival.  The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer.  The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

j.Publicity.  The Company, and the Buyer shall have the right to review a reasonable period of time before issuance of any press releases, SEC, OTCBB or FINRA filings, or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Buyer, to make any press release or SEC, OTCBB (or other applicable trading market) or FINRA filings with respect to such transactions as is required by applicable law and regulations (although the Buyer shall be consulted by the Company in connection with any such press release prior to its release and shall be provided with a copy thereof and be given an opportunity to comment thereon).

k.Further Assurances.  Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

l.No Strict Construction.  The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

m.Remedies.  The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby.  Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Agreement, that the Buyer shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss and without any bond or other security being required.

IN WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.

SOLO INTERNATIONAL, INC.

By:________________________________

       MICHAEL JACOB COOPER SMITH

Chief Executive Officer

ASHER ENTERPRISES, INC.

By:                                                                

Name: Curt Kramer

Title:   President

1 Linden Pl., Suite 207

Great Neck, NY. 11021

AGGREGATE SUBSCRIPTION AMOUNT:

Aggregate Principal Amount of Note:	$15,000.00
Aggregate Purchase Price:	$15,000.00

3906(3)  1-30-14

michaeljacobcoopersmith@gmail.com

14

XML

Note 7 - Warrants (Details Narrative) (USD $)	Dec. 31, 2013 D Y	Sep. 30, 2013
Notes to Financial Statements
Warrants issued	1,200,000	1,200,000
Term of Warrant	3
Warrant exercise price 1	$ 0.20
Warrant exercise price 2, as percent of marketing trading price	75.00%
Number of days average trading price prior to exercise on which warrant price determined	30
Fair Value Warrants Issued	$ 61,245

XML

Note 5 - Convertible Promissory Notes, Net (Details Narrative) (USD $)	3 Months Ended			3 Months Ended		12 Months Ended			3 Months Ended
	Dec. 31, 2013 Y D	Dec. 31, 2012	Oct. 22, 2013 D	Dec. 31, 2013 Craigstone Ltd.	Dec. 31, 2012 Craigstone Ltd.	Sep. 30, 2013 Craigstone Ltd. D Y	Sep. 30, 2012 Craigstone Ltd. D Y	Nov. 04, 2011 Craigstone Ltd. D Y	Dec. 31, 2013 Adams Ale	Dec. 31, 2012 Adams Ale	May 01, 2013 Adams Ale	Feb. 15, 2013 Adams Ale Y D
Private placement, value												$ 100,000
Private Placement, funded											50,000
Convertible Notes
Convertible Note, cash proceeds								100,000				50,000
Number of Units, convertible note								1				1
Warrants granted, convertible note, in shares								250,000				125,000
Percent of average trading price used for conversion price								75.00%				75.00%
Number of days prior to conversion on which average trading price determined								30				30
Term of Warrant	3							3				3
Warrant exercise price 1	$ 0.20							$ 0.20				$ 0.20
Warrant exercise price 2, as percent of marketing trading price	75.00%							75.00%				75.00%
Number of days average trading price prior to exercise on which warrant price determined	30							30				30
Interest rate								10.00%				10.00%
Convertible Notes, Additions
Number of Additional securities agreements						3
Convertible note, additional cash proceeds						45,000	320,000
Number of Units, convertible note						1	1
Warrants granted, convertible note additions, in shares						112,500	712,500
Percent of average trading price used for conversion price						75.00%	75.00%
Number of days prior to conversion on which average trading price determined						30	30
Term of Warrant						3	3
Warrant exercise price 1						$ 0.20	$ 0.20
Warrant exercise price 2, as percent of marketing trading price						75.00%	75.00%
Number of days average trading price prior to exercise on which warrant price determined						30	30
Interest rate						10.00%	10.00%
Beneficial conversion feature, issue date, gross value						215,439			(17,473)
Warrant discount, issue date, gross value						60,439			(806)
Amortization discount, expensed				2,335	7,669				4,608
Asher Enterprises Inc.
Funds raised	22,500		37,500
Interest rate	8.00%		8.00%
Default interest rate	22.00%		22.00%
Days in year for computation of interest	365		365
Days after Note date, election to convert	180		180
Percent market price for Conversion Price	55.00%		55.00%
Discount rate to market	45.00%		45.00%
Number of Lowest Average trading prices, determine market price	3		3
Number days over which average trading prices obtained	10		10
Debt discount			35,500
Amortized debt discount	10,311
Unamortized debt discount	$ 25,189

XML

Note 2- Summary of Significant Accounting Policies (Details Narrative) (USD $)	Dec. 31, 2013	Sep. 30, 2013
Accounting Policies [Abstract]
Accumulated Deficit	$ 1,030,824	$ 960,853

XML

Note 8 - Income Taxes (Details Narrative) (USD $)	3 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Sep. 30, 2012
Schedule of Investments [Abstract]
Valuation Allowance		$ 336,200	$ 211,689
Year loss carryforwards begin to expire	Jan. 01, 2030
Year loss carryforwards fully expire	2033-01-01

XML

Note 7 - Warrants - Outstanding and Exercisable Warrants (Details) (USD $)	3 Months Ended	12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013
Notes to Financial Statements
Exercise Price, minimum	$ 0.00563
Exercise Price, maximum	$ 0.1
Warrants outstanding
Number outstanding	1,200,000
Weighted average remaining contractual life (years)	1 year 4 months
Weighted average exercise price	$ 0.060	$ 0.060
Warrants Exercisable
Number Exercisable	1,200,000
Weighted average remaining contractual life (years)	1 year 4 months
Weighted Average Exercise Price	$ 0.060

XML

Note 3 - Mineral Property

3 Months Ended

Dec. 31, 2013

Extractive Industries [Abstract]

Note 3 - Mineral Property Option Agreement

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, all of which have been paid as of December 31, 2013, 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:

During the three months ended December 31, 2013 and December 31, 2012, the Company expended $0 and $13,753 on exploration respectively.

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.

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 has transferred the title to the Property to its wholly owned subsidiary, 9252-4768 Quebec Inc.

XML

Note 9 - Subsequent Events (Details Narrative) (USD $)	Dec. 31, 2013 D	Oct. 22, 2013 D
Asher Enterprises Inc.
Funds raised	$ 22,500	$ 37,500
Interest rate	8.00%	8.00%
Default interest rate	22.00%	22.00%
Days in year for computation of interest	365	365
Days after Note date, election to convert	180	180
Percent market price for Conversion Price	55.00%	55.00%
Discount rate to market	45.00%	45.00%
Number of Lowest Average trading prices, determine market price	3	3
Number days over which average trading prices obtained	10	10

XML

Note 5 - Convertible Promissory Notes, Net - Schedule of Debt Discount and Interest accrued in period (Details) (USD $)	3 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Craigstone Ltd.
Amortization of debt discount	$ 2,335	$ 57,669
Interest at contractual rate	11,720	11,157
[TotalInterestExpense]	14,055	68,826
Adams Ale
Amortization of debt discount	4,608
Interest at contractual rate	1,260
[TotalInterestExpense]	5,868
Asher Enterprises
Amortization of debt discount	10,311
Interest at contractual rate	576
[custom:TotalInterestExpense3]	$ 10,887

XML

Note 5 - Convertible Promissory Notes, Net - Schedule of Convertible Notes Payable (Details) (USD $)			3 Months Ended	12 Months Ended											3 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Dec. 31, 2013 Craigstone Ltd.	Sep. 30, 2013 Craigstone Ltd.	May 30, 2013 Craigstone Ltd.	Oct. 26, 2012 Craigstone Ltd.	Oct. 19, 2012 Craigstone Ltd.	Sep. 11, 2012 Craigstone Ltd.	Jun. 19, 2012 Craigstone Ltd.	May 11, 2012 Craigstone Ltd.	Mar. 08, 2012 Craigstone Ltd.	Feb. 03, 2012 Craigstone Ltd.	Jan. 04, 2012 Craigstone Ltd.	Nov. 04, 2011 Craigstone Ltd.	Dec. 31, 2013 Adams Ale	Sep. 30, 2013 Adams Ale	Feb. 15, 2013 Adams Ale
Convertible Notes, Face Value
Convertible Promissory Note, face value, due on March 31, 2015			$ 100,000	$ 100,000										$ 100,000
Convertible Promissory Note, face value, due on November 4, 2014			115,000	115,000									115,000
Convertible Promissory Note, face value, due on March 31, 2015			85,000	85,000								85,000
Convertible Promissory Note, face value, due on March 31, 2015			35,000	35,000							35,000
Convertible Promissory Note, face value, due on May 11, 2014			25,000	25,000						25,000
Convertible Promissory Note, face value, due on June 19, 2014			25,000	25,000					25,000
Convertible Promissory Note, face value, due on March 31, 2015			35,000	35,000				35,000
Convertible Promissory Note, face value, due on March 31, 2015			15,000	15,000			15,000
Convertible Promissory Note, face value, due on March 31, 2015			15,000	15,000		15,000
Convertible Promissory Note, face value, due on May 30, 2014			15,000	15,000	15,000
Convertible Promissory Note, face value, due on February 15, 2014															50,000	50,000	50,000
Total convertible promissory note, face value			465,000	465,000											50,000	50,000
Beneficial conversion feature, expensed in period ended	(25,189)		(2,119)	(4,225)											(2,106)	(6,511)
Beneficial conversion feature, gross value at issue date				215,439											(17,473)
Warrant discount expensed in period			(65)	(294)											(97)	(300)
Warrant discount, gross value at issue date				60,439											(806)
Convertible promissory notes, net	522,924	503,670	462,816	460,480											47,797	43,189
Convertible promissory notes, net, value at issue date			$ 189,122												$ 31,721

XML

Note 5 - Convertible Promissory Note, Net and Derivative Liabilities - Derivative liabilities (Details) (USD $)	3 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Oct. 22, 2013 Commitment Date
Asher Enterprises
Derivative liabilities	$ 35,500		$ 35,500
Fair value mark to market adjustment

XML

Note 5 - Convertible Promissory Note and Derivative Liabilities - Schedule of Fair Value Assumptions (Details)	Oct. 22, 2013 Commitment Date	Dec. 31, 2013 Re-measurement
Expected dividends	0.00%	0.00%
Expected volatility	259.49%	284.20%
Expect term	0 years 8 months	0 years 6 months
Risk free interest rate	0.40%	1.00%

XML

Note 2- Summary of Significant Accounting Policies

3 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

Note 2- Summary of Significant Accounting Policies

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 month period ended December 31, 2013 are not necessarily indicative of the results that may be expected for the year ending September 30, 2014. 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, 2013 filed with the Securities and Exchange Commission on December 30, 2013.

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 $1,030,824 as of December 31, 2013 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 six 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.

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.

Basic and Diluted 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. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period.

The Company had the following potential common stock equivalents at December 31, 2013:

Warrants 12,000,000

Since the Company reflected a net loss in fiscal years 2013 and 2012, respectively, the effect of considering any common stock equivalents, if outstanding, would have been anti-dilutive. A separate computation of diluted earnings (loss) per share is not presented.

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.

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.

Fair value of financial instruments

The Financial Accounting Standards Board issued ASC (Accounting Standards Codification) 820-10 (SFAS No. 157), “Fair Value Measurements and Disclosures" for financial assets and liabilities. ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:

· Level 1: Quoted prices in active markets for identical assets or liabilities.

· Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

· Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The following are the major categories of liabilities measured at fair value on a recurring basis as of December 31, 2013 and September 30, 2013, using quoted prices in active markets for identical liabilities (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3):

		December 31, 2013		September 30, 2013
Derivative liabilities	Level 3	$	35,500	$	-

Derivative Liabilities

Fair value accounting requires bifurcation of embedded derivative instruments, such as ratchet provisions or conversion features in convertible debt or equity instruments, and measurement of their fair value. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments.

Once derivative liabilities are determined, they are adjusted to reflect fair value at the end of each reporting period. Any increase or decrease in the fair value is recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black-Scholes option-pricing model.

XML

Note 5 - Convertible Promissory Note, Net and Derivative Liabilities - Schedule Derivative Liabilities, net unamortized debt discount (Details) (USD $)	Dec. 31, 2013	Oct. 22, 2013 Commitment Date
Convertible Promissory Note, face value, due on June 20, 2014	$ 37,500	$ 37,500
Total convertible promissory notes, face value	37,500	37,500
Less: Debt discount	(25,189)	(35,500)
Total	$ 12,311	$ 2,000

XML

Note 8 - Income Taxes - Deferred Tax Assets (Details) (USD $)	Dec. 31, 2013	Sep. 30, 2013
Schedule of Investments [Abstract]
Net operating loss carry forward	$ 1,030,824	$ 960,853
Effective Tax Rate	35.00%	35.00%
Deferred Tax Assets	360,788	336,200
Less: Valuation Allowance	(360,788)	(336,200)
Net deferred tax asset	$ 360,788	$ 336,200

XML

Balance Sheets (USD $)	Dec. 31, 2013	Sep. 30, 2013
Current
Cash	$ 586
Prepaid expense	1,094	1,097
Total Current Assets	1,680	1,097
Total Assets	1,680	1,097
Current liabilities
Accounts payable and accrued liabilities	130,806	113,006
Accounts payable and accrued liabilities, related party	500	2,500
Advances from related parties	6,417	6,417
Convertible promissory notes, net (Note 5)	522,924	503,670
Derivative liabilities	35,500
Total Current Liabilities	696,147	625,593
STOCKHOLDERS EQUITY (DEFICIENCY)
Common stock: 900,000,000 shares authorized, at $0.001 par value 288,200,000 shares issued and outstanding as at December 31, 2013 and September 30, 2013	288,200	288,200
Capital in excess of par value	48,157	48,157
Deficit accumulated during the exploration stage	(1,030,824)	(960,853)
Total Stockholders Equity (Deficiency)	(694,467)	(624,496)
Total Liabilities and Stockholders Equity (Deficiency)	$ 1,680	$ 1,097

XML

Shareholders Equity (USD $)	Common Stock	Capital in Excess of Par Value	Accumulated Deficit during the Development Stage	Total
Beginning balance, amount at Apr. 29, 2010	$ 0	$ 0	$ 0	$ 0
Beginning balance, shares at Apr. 29, 2010	0	0	0	0
Issuance of common shares for cash, shares	300,000,000
Issuance of common shares for cash, amount	300,000	(297,000)		3,000
Issuance of common shares for cash, shares	72,000,000
Issuance of common shares for cash, amount	72,000	57,600		14,400
Issuance of common shares for cash, shares	16,000,000
Issuance of common shares for cash, amount	16,000	(11,200)		4,800
Net loss for the period			(714)	(714)
Ending balance, amount at Sep. 30, 2010	388,000	(365,800)	(714)	21,486
Ending balance, shares at Sep. 30, 2010	388,000,000
Net loss for the period			(25,360)	(25,360)
Ending balance, amount at Sep. 30, 2011	388,000	(365,800)	(26,074)	(3,874)
Beginning balance, shares at Sep. 30, 2011	388,000,000
Beneficial Conversion Features		191,176
Valuation of Warrants		57,175
Stock returned to treasury, shares	(100,000,000)
Stock returned to treasury, amount	(100,000)	100,000
Issuance of common shares for acquisition of mineral property, shares	200,000
Issuance of common shares for acquisition of mineral property, amount	200	19,800
Net loss for the period			(578,753)
Ending balance, amount at Sep. 30, 2012	288,200	8,351	(604,827)
Ending balance, shares at Sep. 30, 2012	288,200,000
Beneficial Conversion Features		35,736
Valuation of Warrants		4,070
Net loss for the period			(356,026)
Ending balance, amount at Sep. 30, 2013	288,200	48,157	(960,853)	(624,496)
Ending balance, shares at Sep. 30, 2013	288,200,000
Net loss for the period			(69,971)	(69,971)
Ending balance, amount at Dec. 31, 2013	$ 288,200	$ 48,157	$ (1,030,824)	$ (694,467)
Ending balance, shares at Dec. 31, 2013	288,200,000

XML

Note 7 - Warrants - Valuation Assumptions (Details) (USD $)	3 Months Ended
	Dec. 31, 2013
Warrant Valuation Assumptions
Stock Price on Measurement Date, Minimum	$ 0.0068
Stock Price on Measurement Date, Maximum	$ 0.135
Exercise Price of Warrants, Minimum	$ 0.0051
Exercise Price of Warrants, Maximum	$ 0.101
Term of Warrants (years)	3 years
Computed volatility, low end of the range (as a percent)	125.84%
Computed volatility, high end of the range (as a percent)	147.91%
Annual Dividends	0.00%
Discount Rate, minimum	0.33%
Discount Rate, Maximum	0.49%

XML

Note 1- Organization (Details Narrative) (USD $)	Dec. 31, 2013	Sep. 30, 2013	Nov. 15, 2011	Oct. 13, 2011	Oct. 12, 2011
Notes to Financial Statements
Accumulated Deficit	$ 1,030,824	$ 960,853
Number of shares acquired by officer and director					3,000,000
Percent of Oustanding Shares Acquired					77.32%
Ratio of forward split to each share held				100:1
Percent interest available to acquire under Option Agreement			100.00%

XML

Note 7 - Warrants - Warrant Activity Table (Details) (USD $)	3 Months Ended	12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013
Warrant Activity
Outstanding beginning period	1,200,000	962,500
Granted		237,500
Exercised
Canceled
Oustanding end period	1,200,000	1,200,000
Vested and exercisable	1,200,000	1,200,000
Weighted Average Exericse Price
Outstanding beginning period	$ 0.060	$ 0.069
Granted		$ 0.024
Outstanding end period	$ 0.060	$ 0.060
Weighted average value per share of warrants granted	$ 0.060	$ 0.060

XML

Note 2- Summary of Significant Accounting Policies - Schedule, Major categories of liabilities measured on recurring basis (Details) (USD $)	3 Months Ended	12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013
Accounting Policies [Abstract]
Derivative liabilities, Level 3	$ 35,500	$ 0

XML

Note 1 - Organization

3 Months Ended

Dec. 31, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Note 1 - Organization

1. ORGANIZATION

SOLO INTERNATIONAL, INC. 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 will be 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, 2013, the Company has not generated any revenue and has an accumulated deficit of $1,030,824.

XML

Balance Sheets (Parenthetical) (USD $)	Dec. 31, 2013	Sep. 30, 2013
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	900,000,000	900,000,000
Common stock, shares issued	288,200,000	288,200,000

XML

Note 3 - Mineral Property Option Agreement (Tables)

3 Months Ended

Dec. 31, 2013

Extractive Industries [Abstract]

Schedule of Cash Payments for Option on Mineral Property

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

XML

Document and Entity Information	3 Months Ended
	Dec. 31, 2013	Feb. 13, 2014
Document And Entity Information
Entity Registrant Name	Solo International, Inc.
Entity Central Index Key	0001501845
Document Type	10-Q
Document Period End Date	Dec. 31, 2013
Amendment Flag	false
Current Fiscal Year End Date	--09-30
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		288,200,000
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2014

XML

Note 7 - Warrants (Tables)

3 Months Ended

Dec. 31, 2013

Notes to Financial Statements

Valuation Assumptions

Stock Price on Measurement Date	$	0.0068 ~ 0.135
Exercise Price of Warrants	$	0.0051 ~ 0.101
Term of Warrants (years)			3.00
Computed Volatility		125.84% ~ 147.91%
Annual Dividends			0.00	%
Discount Rate		0.33 ~ 0.49		%

Warrant Activity Table

	December 31, 2013				September 30, 2013
	Warrants		Weighted average  exercise price		Warrants		Weighted average exercise price
Outstanding at the beginning of the period		1,200,000	$	0.060		962,500		$	0.069
Granted		-				237,500			0.024
Exercised		-				-			-
Cancelled		-				-			-
Outstanding at the end of the period		1,200,000	$	0.060		1,200,000		$	0.060
Vested and exercisable at the end of period		1,200,000				1,200,000
Weighted average fair value per share of warrants granted			$	-				$	0.060

Outstanding and Exercisable Warrants

		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
$	0.00563-0.10		1,200,000		1.30	$	0.060	1,200,000	1.30	$	0.060

Schedule of Outstanding Warrants

Exercise Price		Expiry Date	Weighted Average Remaining Contractual Life (Years)		Outstanding at September 30, 2013		Issued		Exercised		Expired		Outstanding at December 31, 2013
$	0.075	November 4, 2014		0.84		250,000		-		-		-		250,000
$	0.075	November 4, 2014		0.84		250,000		-		-		-		250,000
$	0.101	February 3, 2015		1.09		177,083		-		-		-		177,083
$	0.041	March 8, 2015		1.19		72,917		-		-		-		72,917
$	0.052	May 11, 2015		1.36		62,500		-		-		-		62,500
$	0.03	June 19, 2015		1.72		62,500		-		-		-		62,500
$	0.03	September 11, 2015		1.47		87,500		-		-		-		87,500
$	0.064	October 19, 2015		1.80		37,500		-		-		-		37,500
$	0.056	October 26, 2015		1.82		37,500		-		-		-		37,500
$	.008	February 15, 2016		2.12		125,000		-		-		-		125,000
$	0.005	May 30,2016		2.41		37,500		-		-		-		37,500
				1.30		1,200,000		-		-		-		1,200,000

XML

Statements of Operations (USD $)	3 Months Ended				44 Months Ended
	Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2013
Income Statement [Abstract]
REVENUE
EXPENSES
Exploration expense	0		13,753		35,445
Professional fees	19,222		14,722		160,870
Management fees	11,000		7,500		73,500
Impairment on mineral claims					225,000
Other general and administrative expenses	8,939		24,755		146,914
OPERATING LOSS	(39,161)		(60,730)		(641,729)
OTHER INCOME (EXPENSES)
Interest expenses	(30,810)		(68,826)		(389,095)
NET LOSS	$ (69,971)		$ (129,556)		$ (1,030,824)
Basic and diluted loss per share	$ 0.00	[1]	$ 0.00	[1]
Weighted average number of shares outstanding, basic and diluted	288,200,000		288,200,000

[1] *Less than $0.01 per share

XML

Note 6 - Related Party Transactions

3 Months Ended

Dec. 31, 2013

Related Party Transactions [Abstract]

Note 6 - Related Party Transactions

6. RELATED PARTY TRANSACTIONS

On September 13, 2013, Mr. Michael Jacob Cooper Smith was appointed to the Board of Directors

and as an officer of the Company.

On September 30, 2013, the Company entered into a three-year employment agreement with Mr. Michael Jacob Cooper Smith. Under the terms of the agreement, the Company shall pay Mr. Smith a base salary of $30,000 per annum, paid monthly.  The amount of base salary may be increased from time to time by the Board of Directors of the Company. Mr. Smith shall be eligible for periodic bonus in amounts to be determined by the Board of Directors.

During the three month period ended December 31, 2013, Mr. Michael Jacob Cooper Smith invoiced the Company for his services in the amount of $7,500. In addition, he received bonus in the amount of $3,500 during the three month period ended December 31, 2013. The Company paid $13,000 in cash, leaving $500 on the balance sheets as accounts payable and accrued liability – related party (September 30, 2013 - $2,500) at December 31, 2013.

XML

Note 5 - Convertible Promissory Note, Net and Derivative Liabilities

3 Months Ended

Dec. 31, 2013

Debt Disclosure [Abstract]

Note 5 - Convertible Promissory Note, Net and Derivative Liabilities

5.  CONVERTIBLE PROMISSORY NOTE, NET and DERIVATIVE LIABILITIES

(i)   Craigstone Ltd. (“Craigstone”)  

On November 4, 2011, the Company entered into a Securities Purchase Agreement with Craigstone 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 was due on or before the twelfth month anniversary of the date of execution.  The due dates were extended as described further herein.

During the fiscal year ended September 30, 2012, the Company entered into additional Securities Purchase Agreements with Craigstone pursuant to which the Company received  collectively $320,000 as  loans whereby each funding received  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”).   Collectively under the Securities Purchase Agreements, Craigstone was granted the rights 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 were due on or before the twelfth month anniversary of the date of execution.  The due dates were extended as described further herein.

During the fiscal year ended September 30, 2013, the Company entered into three additional Securities Purchase Agreements with Craigstone pursuant to which the Company received a total of $45,000 as loans in exchange for which each funding received 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 collectively received a three (3) year Warrant (the “Warrant”) to purchase one hundred twelve thousand five hundred (112,500) 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 is 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 dates of grant to be $215,439 on the notes, and $60,439 on the warrants. This value was recorded as a discount on debt and offset to additional paid in capital. Amortization of the discount was $2,335 for the three months ended December 31, 2013 (December 31, 2012 - $57,669), which amount has been recorded as interest expense.

	December 31, 2013			September 30, 2013			Issue Date
Convertible Promissory Note – face value, due on March  31, 2015	$	100,000		$	100,000		$	100,000
Convertible Promissory Note – face value, due on November 4, 2014		115,000			115,000			115,000
Convertible Promissory Note – face value, due on March 31, 2015		85,000			85,000			85,000
Convertible Promissory Note – face value, due on March 31, 2015		35,000			35,000			35,000
Convertible Promissory Note – face value, due on May 11, 2014		25,000			25,000			25,000
Convertible Promissory Note – face value, due on June 19, 2014		25,000			25,000			25,000
Convertible Promissory Note – face value, due on March 31, 2015		35,000			35,000			35,000
Convertible Promissory Note – face value, due on March 31, 2015		15,000			15,000			15,000
Convertible Promissory Note – face value, due on March 31, 2015		15,000			15,000			15,000
Convertible Promissory Note – face value, due on May 30, 2014		15,000			15,000			15,000
Total convertible promissory note – face value		465,000			465,000			465,000
Less: beneficial conversion feature		(2,119	)		(4,225	)		(215,439	)
Warrant discount		(65	)		(294	)		(60,439	)
	$	462,816		$	460,480		$	189,122

Interest expenses:

	For the three month period
	December 31, 2013		December 31, 2012
Amortization of debt discount	$	2,335		$	57,669
Interest at contractual rate		11,720			11,157
Totals	$	14,055		$	68,826

On January 31, 2013, Craigstone 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.

On May 31, 2013, Craigstone agreed to extend the maturity dates of certain notes due and payable on March 8, 2013, May 11, 2013 and June 19, 2013 to March 8, 2014, May 11, 2014 and June 19, 2014. On February 6, 2014 the Craigstone agreed to extend the maturity dates of certain notes due and payable on  September 11, 2013, October 19, 2013, October 26, 2013, November 4, 2013, February 3, 2014 and March 8, 2014 to March 31, 2015.

(ii)   Adams Ale Inc.

Effective February 15, 2013, the Company entered into a Securities Purchase Agreement with Adams Ale Inc. (“Adams”) pursuant to which Adams agreed to undertake a private placement in the amount of $100,000.  On May 1, 2013, Adams had not fully funded the private placement, having funded an amount of $50,000 and agreed to convert to a Convertible Promissory Note on the same commercial terms as the Craigstone notes discussed above.   The Company agreed to enter into a Securities Purchase Agreement with Adams for the funded amount of  $50,000 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 one hundred twenty-five thousand (125,000) 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.

The beneficial conversion feature resulting from the discounted conversion price compared to market price was valued on the date of grant to be $17,473 on the note, and $806 on the warrants. This value was recorded as a discount on debt and offset to additional paid in capital. Amortization of the discount for the three months ended December 31, 2013 was$4,608 (December 31, 2012 - $nil), which amount has been recorded as interest expense.

	December 31, 2013			September 30, 2013			Issue Date
Convertible Promissory Note – face value, due on February 15, 2014	$	50,000		$	50,000		$	50,000
Total convertible promissory note – face value		50,000			50,000			50,000
Less: beneficial conversion feature		(2,106	)		(6,511	)		(17,473	)
Warrant discount		(97	)		(300	)		(806	)
		47,797			43,189			31,721

Interest expenses:

	For the three month period
	December 31, 2013			December 31, 2012
Amortization of debt discount		$	4,608		$	-
Interest at contractual rate			1,260			-
Totals		$	5,868		$	-

(iii)   Asher Enterprises, Inc.

On October 22, 2013, we raised $37,500, through a private offering of a convertible promissory note.  Under the terms of the Note, interest shall accrue at 8% per annum until June 20, 2014 (the “Maturity Date”), at which time, unless converted, all principal and accrued interest shall be due and payable.  Any amount of principal or interest on the Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”). Interest shall commence accruing on the date that the Note is fully paid and shall be computed on the basis of a 365-day year and the actual number of days elapsed.   The holder shall have the right from time to time, and at any time during the period beginning on the date which is 180 days following the date of the note (dated September 18, 2013) to convert the Note, in whole or in part,  into full paid and non-assessable shares of Common Stock.   The conversion price (the “Conversion Price”) shall equal the Variable Conversion Price which shall mean shall mean 55% multiplied by the Market Price (as defined herein) (representing a discount rate of 45%) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). “Market Price” means the average of the lowest three (3) Trading Prices (as defined below) for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the closing bid price on the Over-the-Counter Bulletin Board, or applicable trading market.

In our evaluation of the financing arrangement, we concluded that the conversion features were not afforded the exemption as a conventional convertible instrument and it did not otherwise meet the conditions set forth in current accounting standards for equity classification. Accordingly, they do not meet the conditions necessary to obtain equity classification and are required to be carried as derivative liabilities.

Since equity classification is not available for the conversion feature, we were required to bifurcate the embedded conversion feature and carry it as a derivative liability, at fair value. Derivative financial instruments are carried initially and subsequently at their fair values.

We estimated the fair value of the compound derivative on the inception dates, and subsequently, using the Black-Scholes Merton valuation technique, adjusted for the effect of dilution, because that technique embodies all of the assumptions (including, volatility, expected terms, and risk free rates) that are necessary to fair value complex compound derivate instruments.

As a result of the application of ASC No. 815 in period ended December 31, 2013and issued date of October 22, 2013; the fair value of the conversion feature is summarized as follows:

(iii)   Asher Enterprises, Inc. (continued)

Derivative liabilities, October 22, 2013	$	35,500
Fair value mark to market adjustment		-
Derivative liabilities, December 31, 2013	$	35,500

The Company recorded the debt discount in the amount of $35,500.

The fair value at the commitment and re-measurement dates for the Company’s derivative liabilities were based upon the following management assumptions as of December 31, 2013 and commitment date (October 22, 2013):

	Commitment Date			Re-measurement December 31, 2013
Expected dividends		0	%		0	%
Expected volatility		259.49	%		284.20	%
Expect term	0.66 years			0.47 years
Risk free interest rate		0.04	%		0.10	%

Amortization of the $35,500 discount over the three month  period ended December 31, 2013 was $10,311 (December 31, 2012- $nil), which amount has been recorded as interest expense and is reflected on the Company's balance sheet as Convertible Note Liabilities, Net.  The unamortized discount of $25,189 will be expensed in future periods.

	December 31, 2013			Issue Date
Convertible Promissory Note – face value, due on June 20, 2014	$	37,500		$	37,500
Total convertible promissory note – face value		37,500			37,500
Less: Debt discount		(25,189	)		(35,500	)
		12,311			2,000

Interest expenses:

	For the three month period
	December 31, 2013			December 31, 2012
Amortization of debt discount		$	10,311		$	-
Interest at contractual rate			576			-
Totals		$	10,887		$	-

XML

Note 2- Summary of Significant Accounting Policies - Schedule of Potential Common Stock Equivalents (Details)	3 Months Ended
	Dec. 31, 2013
Accounting Policies [Abstract]
Warrants	12,000,000

XML

Note 8 - Income Taxes (Tables)

3 Months Ended

Dec. 31, 2013

Schedule of Investments [Abstract]

Deferred Tax Assets

	December 31, 2013			September 30, 2013
Net operating loss carry forward		1,030,824			960,853
Effective Tax Rate		35	%		35	%
Deferred Tax Assets		360,788			336,200
Less: Valuation Allowance		(360,788	)		(336,200	)
Net deferred tax asset	$	0		$	0

Effective Income Tax Rate

	December 31, 2013			September 30, 2013
Federal statutory tax rate		(35.0	)%		(35.0	)%
Permanent difference and other		35.0	%		35.0	%
Effective tax rate		-	%		-	%

XML

Note 9 - Subsequent Events

3 Months Ended

Dec. 31, 2013

Subsequent Events [Abstract]

Note 9 - Subsequent Events

9. SUBSEQUENT EVENTS

Subsequent to December 31, 2013 the Company received $22,500, through a private offering of a convertible promissory note (the “Note”).  Under the terms of the note, interest shall accrue at 8% per annum until September 20, 2014 (the “Maturity Date”), at which time, unless converted, all principal and accrued interest shall be due and payable.  Any amount of principal or interest on the Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”). Interest shall commence accruing on the date that the Note is fully paid and shall be computed on the basis of a 365-day year and the actual number of days elapsed.   The holder shall have the right from time to time, and at any time during the period beginning on the date which is 180 days following the date of the note (dated December 18, 2013) to convert the Note, in whole or in part,  into full paid and non-assessable shares of Common Stock.   The conversion price (the “Conversion Price”) shall equal the Variable Conversion Price which shall mean shall mean 55% multiplied by the Market Price (as defined herein) (representing a discount rate of 45%) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). “Market Price” means the average of the lowest three (3) Trading Prices (as defined below) for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the closing bid price on the Over-the-Counter Bulletin Board, or applicable trading market.

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.

XML

Note 7 - Warrants

3 Months Ended

Dec. 31, 2013

Notes to Financial Statements

Warrants

7. WARRANTS

An aggregate of 1,200,000 warrants were issued and outstanding as at December 31, 2013 and September 30, 2013 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 1,200,000 warrants totaling $61,245 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	$	0.0068 ~ 0.135
Exercise Price of Warrants	$	0.0051 ~ 0.101
Term of Warrants (years)			3.00
Computed Volatility		125.84% ~ 147.91%
Annual Dividends			0.00	%
Discount Rate		0.33 ~ 0.49		%

A summary of the Company’s warrants as of December 31, 2013 and September 30, 2013 as follows:

	December 31, 2013				September 30, 2013
	Warrants		Weighted average  exercise price		Warrants		Weighted average exercise price
Outstanding at the beginning of the period		1,200,000	$	0.060		962,500		$	0.069
Granted		-				237,500			0.024
Exercised		-				-			-
Cancelled		-				-			-
Outstanding at the end of the period		1,200,000	$	0.060		1,200,000		$	0.060
Vested and exercisable at the end of period		1,200,000				1,200,000
Weighted average fair value per share of warrants granted			$	-				$	0.060

The following table summarizes information regarding stock purchase warrants outstanding at December 31, 2013:

		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
$	0.00563-0.10		1,200,000		1.30	$	0.060	1,200,000	1.30	$	0.060

As at December 31, 2013, the Company had the following warrants outstanding:

Exercise Price		Expiry Date	Weighted Average Remaining Contractual Life (Years)		Outstanding at September 30, 2013		Issued		Exercised		Expired		Outstanding at December 31, 2013
$	0.075	November 4, 2014		0.84		250,000		-		-		-		250,000
$	0.075	November 4, 2014		0.84		250,000		-		-		-		250,000
$	0.101	February 3, 2015		1.09		177,083		-		-		-		177,083
$	0.041	March 8, 2015		1.19		72,917		-		-		-		72,917
$	0.052	May 11, 2015		1.36		62,500		-		-		-		62,500
$	0.03	June 19, 2015		1.72		62,500		-		-		-		62,500
$	0.03	September 11, 2015		1.47		87,500		-		-		-		87,500
$	0.064	October 19, 2015		1.80		37,500		-		-		-		37,500
$	0.056	October 26, 2015		1.82		37,500		-		-		-		37,500
$	.008	February 15, 2016		2.12		125,000		-		-		-		125,000
$	0.005	May 30,2016		2.41		37,500		-		-		-		37,500
				1.30		1,200,000		-		-		-		1,200,000

XML

Note 8 - Income Taxes

3 Months Ended

Dec. 31, 2013

Schedule of Investments [Abstract]

Note 8 - Income Taxes

8.  INCOME TAXES

The Company has losses carried forward for income tax purposes at December 31, 2013. There are no current or deferred tax expenses for the current period ended December 31, 2013 due to the Company’s loss position. The Company has fully reserved for any benefits of these losses. The deferred tax consequences of temporary differences in reporting items for financial statement and income tax purposes are recognized, as appropriate. Realization of the future tax benefits related to the deferred tax assets is dependent on many factors, including the Company’s ability to generate taxable income within the net operating loss carryforward period.

Management has considered these factors in reaching its conclusion as to the valuation allowance for financial reporting purposes.

	December 31, 2013			September 30, 2013
Net operating loss carry forward		1,030,824			960,853
Effective Tax Rate		35	%		35	%
Deferred Tax Assets		360,788			336,200
Less: Valuation Allowance		(360,788	)		(336,200	)
Net deferred tax asset	$	0		$	0

The valuation allowance for deferred tax assets as of December 31, 2013 and September 30, 2013 was $360,788 and $336,200 respectively. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of December 31, 2013 and September 30, 2013, and recorded a full valuation allowance.

Reconciliation between the statutory rate and the effective tax rate is as follows at December 31, 2013 and September 30, 2013:

	December 31, 2013			September 30, 2013
Federal statutory tax rate		(35.0	)%		(35.0	)%
Permanent difference and other		35.0	%		35.0	%
Effective tax rate		-	%		-	%

The net federal operating loss carry forward will expire between 2030 and 2033. This carry forward may be limited upon the consummation of a business combination under IRC Section 381.

XML

Note 2- Summary of Significant Accounting Policies (Policies)

3 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

Interim Financial Statements

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 month period ended December 31, 2013 are not necessarily indicative of the results that may be expected for the year ending September 30, 2014. 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, 2013 filed with the Securities and Exchange Commission on December 30, 2013.

Basis of Presentation

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

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 $1,030,824 as of December 31, 2013 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

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 six months or less to be cash equivalents.

Use of Estimates and Assumptions

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

Foreign Currency Translation

The Company's functional currency and its reporting currency is the United States dollar.

Income Taxes

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.

Basic and Diluted Loss Per Share

Basic and Diluted 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. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period.

The Company had the following potential common stock equivalents at December 31, 2013:

Warrants 12,000,000

Since the Company reflected a net loss in fiscal years 2013 and 2012, respectively, the effect of considering any common stock equivalents, if outstanding, would have been anti-dilutive. A separate computation of diluted earnings (loss) per share is not presented.

Stock-based Compensation

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 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

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.

Beneficial Conversion Feature

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.

Fair value of financial instruments

Fair value of financial instruments

The Financial Accounting Standards Board issued ASC (Accounting Standards Codification) 820-10 (SFAS No. 157), “Fair Value Measurements and Disclosures" for financial assets and liabilities. ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:

· Level 1: Quoted prices in active markets for identical assets or liabilities.

· Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

· Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The following are the major categories of liabilities measured at fair value on a recurring basis as of December 31, 2013 and September 30, 2013, using quoted prices in active markets for identical liabilities (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3):

		December 31, 2013		September 30, 2013
Derivative liabilities	Level 3	$	35,500	$	-

Derivative Liabilities

Derivative Liabilities

Fair value accounting requires bifurcation of embedded derivative instruments, such as ratchet provisions or conversion features in convertible debt or equity instruments, and measurement of their fair value. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments.

Once derivative liabilities are determined, they are adjusted to reflect fair value at the end of each reporting period. Any increase or decrease in the fair value is recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black-Scholes option-pricing model.

XML

Note 6 - Related Party Transactions (Details Narrative) (USD $)	3 Months Ended
	Dec. 31, 2013	Sep. 30, 2013
Related Party Transactions [Abstract]
Annual salary, officer		$ 30,000
Invoiced in period, officer	7,500
Bonus paid, officer	3,500
Payments in period, officer	13,000
Accounts Payable, Officer	$ 500	$ 2,500

XML

Note 5 - Convertible Promissory Note, Net and Derivative Liabilities (Tables)

3 Months Ended

Dec. 31, 2013

Debt Disclosure [Abstract]

Schedule of Convertible Notes Payable, Craigstone

	December 31, 2013			September 30, 2013			Issue Date
Convertible Promissory Note – face value, due on March  31, 2015	$	100,000		$	100,000		$	100,000
Convertible Promissory Note – face value, due on November 4, 2014		115,000			115,000			115,000
Convertible Promissory Note – face value, due on March 31, 2015		85,000			85,000			85,000
Convertible Promissory Note – face value, due on March 31, 2015		35,000			35,000			35,000
Convertible Promissory Note – face value, due on May 11, 2014		25,000			25,000			25,000
Convertible Promissory Note – face value, due on June 19, 2014		25,000			25,000			25,000
Convertible Promissory Note – face value, due on March 31, 2015		35,000			35,000			35,000
Convertible Promissory Note – face value, due on March 31, 2015		15,000			15,000			15,000
Convertible Promissory Note – face value, due on March 31, 2015		15,000			15,000			15,000
Convertible Promissory Note – face value, due on May 30, 2014		15,000			15,000			15,000
Total convertible promissory note – face value		465,000			465,000			465,000
Less: beneficial conversion feature		(2,119	)		(4,225	)		(215,439	)
Warrant discount		(65	)		(294	)		(60,439	)
	$	462,816		$	460,480		$	189,122

Schedule of Debt Discount and Interest Accrued in period

	For the three month period
	December 31, 2013		December 31, 2012
Amortization of debt discount	$	2,335		$	57,669
Interest at contractual rate		11,720			11,157
Totals	$	14,055		$	68,826

Schedule of Convertible Notes Payable, Adams Ale

	December 31, 2013			September 30, 2013			Issue Date
Convertible Promissory Note – face value, due on February 15, 2014	$	50,000		$	50,000		$	50,000
Total convertible promissory note – face value		50,000			50,000			50,000
Less: beneficial conversion feature		(2,106	)		(6,511	)		(17,473	)
Warrant discount		(97	)		(300	)		(806	)
		47,797			43,189			31,721

Schedule of Debt Discount and Interest Accrued in Period, Adams Ale

	For the three month period
	December 31, 2013			December 31, 2012
Amortization of debt discount		$	4,608		$	-
Interest at contractual rate			1,260			-
Totals		$	5,868		$	-

Derivative liabilities

Derivative liabilities, October 22, 2013	$	35,500
Fair value mark to market adjustment		-
Derivative liabilities, December 31, 2013	$	35,500

Schedule of Assumptions Used

	Commitment Date			Re-measurement December 31, 2013
Expected dividends		0	%		0	%
Expected volatility		259.49	%		284.20	%
Expect term	0.66 years			0.47 years
Risk free interest rate		0.04	%		0.10	%

Schedule Derivative Liabilities, net unamortized debt discount

	December 31, 2013			Issue Date
Convertible Promissory Note – face value, due on June 20, 2014	$	37,500		$	37,500
Total convertible promissory note – face value		37,500			37,500
Less: Debt discount		(25,189	)		(35,500	)
		12,311			2,000

Schedule of Amortization of Debt discount and Accrued Interest, Asher Enterprises

	For the three month period
	December 31, 2013			December 31, 2012
Amortization of debt discount		$	10,311		$	-
Interest at contractual rate			576			-
Totals		$	10,887		$	-

XML

Note 3 - Mineral Property Option Agreement (Details Narrative) (USD $)	3 Months Ended		44 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013	Nov. 27, 2012	May 08, 2012	Nov. 15, 2011 D
Terms of Option Agreement
Percent interest available to acquire under Option Agreement						100.00%
Total Cash payments to acquire Option						$ 205,000
Required expenditures on mineral property						65,000
200,000 shares issued for acquisition of mineral property, value						20,000
Percent interest earned				100.00%
Days after forward split by which shares are to be issued						10
Days after execution of Option by which shares are to be issued						90
Shares issued for Mineral Property Option, in shares					200,000
Price per share					$ 0.10
Cash Payments. option					205,000
Exploration expense	$ 0	$ 13,753	$ 35,445

XML

Note 8 - Income Taxes - Effective Income Tax Rate (Details)	3 Months Ended	12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013
Schedule of Investments [Abstract]
Federal statutory tax rate	(35.00%)	(35.00%)
Permanent difference and other	35.00%	35.00%
Effective tax rate	0.00%	0.00%

XML

Statements of Cash Flows (USD $)	3 Months Ended		44 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (69,971)	$ (129,556)	$ (1,030,824)
Adjustment to reconcile net loss to net cash (used in) operating activities:
Interest expense-Amortization on discount of convertible promissory notes	17,254	57,669	300,081
Impairment on mineral claims			225,000
Changes in operating assets and liabilities:
(Increase) decrease in prepaid expense	3	(2,927)	(1,094)
Increase (decrease) in accounts payable and accrued liabilities	15,800	23,365	131,306
Net cash provided by (used) in operating activities	(36,914)	(51,449)	(375,531)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase mineral claims			(205,000)
Net cash used in investing activities			(205,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from related party			6,417
Proceeds from convertible notes payable	37,500	30,000	552,500
Proceeds from issuance of common stock			22,200
Net cash provided by financing activities	37,500	30,000	581,117
Increase (decrease) in cash during the period	586	(21,449)	586
Cash, beginning of period		44,561
Cash, end of period	586	23,112	586
Supplement cash flow information:
Cash paid for: Interest
Cash paid for: Taxes
Non-cash transactions:
Shares issued for acquisition of mineral property			20,000

XML

Note 4 - Common Stock

3 Months Ended

Dec. 31, 2013

Equity [Abstract]

Note 4 - Common Stock

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, 2013, 288,200,000 common stock shares were issued and outstanding.

XML

Note 4 - Common Stock (Details Narrative) (USD $)	Dec. 31, 2013	Sep. 30, 2013
Equity [Abstract]
Common stock, shares authorized	900,000,000	900,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares issued and outstanding	288,200,000

XML

Note 7 - Warrants - Schedule of Outstanding Warrants (Details) (USD $)	3 Months Ended
	Dec. 31, 2013
Warrant Grant 1
Outstanding beginning period	250,000
Issued
Exercised
Expired
Oustanding end period	250,000
Weighted average remaining contractual life (years)	0 years 10 months
Exercise price	$ 0.075
Expiry date	2014-11-04
Warrant Grant 2
Outstanding beginning period	250,000
Issued
Exercised
Expired
Oustanding end period	250,000
Weighted average remaining contractual life (years)	0 years 10 months
Exercise price	$ 0.075
Expiry date	2014-11-04
Warrant Grant 3
Outstanding beginning period	177,083
Issued
Exercised
Expired
Oustanding end period	177,083
Weighted average remaining contractual life (years)	1 year 1 month
Exercise price	$ 0.101
Expiry date	2015-02-03
Warrant Grant 4
Outstanding beginning period	72,917
Issued
Exercised
Expired
Oustanding end period	72,917
Weighted average remaining contractual life (years)	1 year 2 months
Exercise price	$ 0.041
Expiry date	2015-03-08
Warrant Grant 5
Outstanding beginning period	62,500
Issued
Exercised
Expired
Oustanding end period	62,500
Weighted average remaining contractual life (years)	1 year 4 months
Exercise price	$ 0.052
Expiry date	2015-05-11
Warrant Grant 6
Outstanding beginning period	62,500
Issued
Exercised
Expired
Oustanding end period	62,500
Weighted average remaining contractual life (years)	1 year 5 months
Exercise price	$ 0.03
Expiry date	2015-06-19
Warrant Grant 7
Outstanding beginning period	87,500
Issued
Exercised
Expired
Oustanding end period	87,500
Weighted average remaining contractual life (years)	1 year 9 months
Exercise price	$ 0.03
Expiry date	2015-09-11
Warrant Grant 8
Outstanding beginning period	37,500
Issued
Exercised
Expired
Oustanding end period	37,500
Weighted average remaining contractual life (years)	1 year 9 months
Exercise price	$ 0.064
Expiry date	2015-10-19
Warrant Grant 9
Outstanding beginning period	37,500
Issued
Exercised
Expired
Oustanding end period	37,500
Weighted average remaining contractual life (years)	1 year 10 months
Exercise price	$ 0.056
Expiry date	2015-10-26
Warrant Grant 10
Outstanding beginning period	125,000
Issued
Exercised
Expired
Oustanding end period	125,000
Weighted average remaining contractual life (years)	2 years 1 month
Exercise price	$ 0.008
Expiry date	2016-02-15
Warrant Grant 11
Outstanding beginning period	37,500
Issued
Exercised
Expired
Oustanding end period	37,500
Weighted average remaining contractual life (years)	2 years 5 months
Exercise price	$ 0.005
Expiry date	2016-05-30
Warrant Grant Total
Outstanding beginning period	1,200,000
Issued
Exercised
Expired
Oustanding end period	1,200,000
Weighted average remaining contractual life (years)	1 year 4 months

XML

Note 2- Summary of Significant Accounting Policies (Tables)

3 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

Schedule of Potential Common Stock Equivalents

Warrants 12,000,000

Schedule, Major categories of liabilities measured on recurring basis

		December 31, 2013		September 30, 2013
Derivative liabilities	Level 3	$	35,500	$	-