form10q.htm

0001594062-15-000123.txt : 20150515 0001594062-15-000123.hdr.sgml : 20150515 20150515130934 ACCESSION NUMBER: 0001594062-15-000123 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20150331 FILED AS OF DATE: 20150515 DATE AS OF CHANGE: 20150515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Solo International, Inc CENTRAL INDEX KEY: 0001501845 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 680680819 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-55137 FILM NUMBER: 15867425 BUSINESS ADDRESS: STREET 1: 871 CORONADO CENTER DRIVE, SUITE 200 CITY: HENDERSON STATE: NV ZIP: 89052 BUSINESS PHONE: 1-888-612-9246 MAIL ADDRESS: STREET 1: 871 CORONADO CENTER DRIVE, SUITE 200 CITY: HENDERSON STATE: NV ZIP: 89052 10-Q 1 form10q.htm FORM 10-Q form10q.htm

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 March 31, 2015

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 or other jurisdiction of incorporation or organization	(I.R.S. Employer Identification No.)

871 Coronado Center Drive, Suite 200, Henderson, NV 89052
(Address of principal executive offices)(Zip Code)

(888) 612-9246
(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 [ ]

No [X]

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]
(Do not check if a smaller reporting company)

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

Yes [ ]

No [X]

As of May 14, 2015, there were 592,229,148 shares of the registrant’s $0.001 par value common stock issued and outstanding.

SOLO INTERNATIONAL, INC. *

TABLE OF CONTENTS

		Page

PART I. FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS	3
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	4
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.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SOLO INTERNATIONAL, INC.

Consolidated Financial Statements

(Expressed in US dollars)

March 31, 2015

Financial Statement Index		Page
Consolidated Balance Sheets (unaudited)		F-1

Consolidated Statements of Operations (unaudited)		F-2

Consolidated Statements of Cash Flows (unaudited)		F-3

Notes to the Consolidated Financial Statements (unaudited)		F-4 to F-16

SOLO INTERNATIONAL, INC.

CONSOLIDATED BALANCE SHEETS

	March 31, 2015 (unaudited)			September 30, 2014 (audited)
ASSETS
Current
Cash	$	14		$	20
Prepaid expense		766			882
Total Current Assets		780			902
Total Assets	$	780		$	902

LIABILTIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)
Current liabilities
Accounts payable and accrued liabilities	$	199,229		$	164,763
Accounts payable and accrued liabilities, related party		11,172			4,592
Advances from related parties		6,417			6,417
Convertible promissory notes, net (Note 5)		484,047			507,344
Derivate liabilities		368,785			335,918
Total Current Liabilities		1,069,650			1,019,034

STOCKHOLDERS’ EQUITY (DEFICIENCY)
Common stock: 900,000,000 shares authorized, at $0.001 par value 547,029,250 and 570,838,774 shares issued and outstanding as at March 31, 2015 and September 30, 2014, respectively		570,839			497,691
Capital in excess of par value		(203,132	)		(117,245	)
Accumulated Deficit		(1,436,577	)		(1,398,578	)
Total Stockholders’ Equity (Deficiency)		(1,068,870	)		(1,018,132	)
Total Liabilities and Stockholders’ Equity (Deficiency)	$	780		$	902

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

F-1

SOLO INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

For the six month periods ended March 31, 2015 and 2014

(unaudited)

	Three months ended March 31,						Six months ended March 31,
	2015			2014			2015			2014

REVENUE	$			$	-		$			$	-

EXPENSES
Professional fees		3,448			11,738			15,266			30,960
Management fees		10,500			7,500			18,000			18,500
Other general and administrative expenses		1,149			2,338			6,273			11,277
OPERATING LOSS		(15,097	)		(21,576	)		(39,539	)		(60,737	)

OTHER INCOME (EXPENSES)
Change in fair value of derivative liabilities		(53,659	)		2,440			42,872			2,440
Interest expenses		(21,670	)		(40,628	)		(41,332	)		(71,438	)

NET LOSS		(90,426	)		(59,764	)		(37,999	)		(129,735	)

Basic and diluted loss per share	$	(0.00	)*	$	(0.00	)*		(0.00	)*		(0.00	)*

Weighted average number of shares outstanding, basic and diluted		554,436,657			288,200,000			536,219,755			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,

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the six month periods ended March 31, 2015 and 2014

(unaudited)

	Six Months Ended March 31,
		2015			2014

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(37,999	)	$	(129,735	)
Adjustment to reconcile net loss to net cash (used in) operating activities:
Change in fair value of derivative liabilities			(42,872	)		(2,440	)
Interest expense-Amortization on discount of convertible promissory notes			16,702			43,870
Changes in operating assets and liabilities:
(Increase) decrease in prepaid expense			116			(3,201	)
Increase (decrease) in accounts payable and accrued liabilities			41,047			16,705
Net cash provided by (used) in operating activities			(23,006	)		(74,801	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash used in investing activities			-			-

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible notes payable			23,000			75,000
Net cash provided by financing activities			23,000			75,000

Increase (decrease) in cash during the period			(6)			199
Cash, beginning of period			20			-
Cash, end of period		$	14		$	199


Supplemental cash flow information:
Cash paid for:
Interest		$	-		$	-
Taxes		$	-		$	-

Non-cash transactions:
Shares issued for convertible notes		$	40,000		$	-

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

F-3

SOLO INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2015

(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'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, however additional exploratory efforts are planned to be undertaken.

Since Inception (April 30, 2010) through March 31, 2015, the Company has not generated any revenue and has an accumulated deficit of $1,436,577.

2. USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

The preparation of financial statements in conformity with generally accepted accounting principles (GAAP) 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 reporting period. Actual results could differ from those estimates.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

F-4

SOLO INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2015

(unaudited)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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 $1,436,587 as of March 31, 2015 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.

Foreign Currency Translation

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

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.

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 March 31, 2015:

Warrants			450,000
Convertible Notes (Note 6(i))			513,013,484
Convertible Notes (Note 6(ii))			62,715,585
Convertible Notes (Note 6 (iii))			45,166,667
Convertible Notes (Note 6(iv))			45,000,000
Total			666,345,736

Since the Company reflected a net loss in the periods ended March 31, 2015 and 2014, 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.

F-5

SOLO INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2015

(unaudited)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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:

F-6

SOLO INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2015

(unaudited)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Fair value of financial instruments (continued)

·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 March 31, 2015 and September 30, 2014, using quoted prices in active markets for identical liabilities (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3):

			March 31, 2015				September 30, 2014
Derivative liabilities	Level 3		$	368,785			$	335,918

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.

Recent Accounting Pronouncements

In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs. The new standard will require debt issuance costs to be presented on the balance sheet as a direct reduction of the carrying value of the associated debt liability, consistent with the presentation of debt discounts. Currently, debt issuance costs are presented as a deferred asset. The recognition and measurement requirements will not change as a result of this guidance. The standard is effective for the annual reporting periods beginning after December 15, 2015 and will be applied on a retrospective basis. This amendment will not have a material impact on our financial statements.

There are several new accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) which are not yet effective. Each of these pronouncements, as applicable, has been or will be adopted by the Company. As of March 31, 2015, none of these pronouncements is expected to have a material effect on the financial position, results of operations or cash flows of the Company.

F-7

SOLO INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2015

(unaudited)

4. 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.

As part of the terms of the agreement the Company was required to make cumulative cash payments of $205,000 and to issue an aggregate number of restricted shares of common stock of the Company equal to twenty thousand US dollars ($20,000). On May 8, 2012 the Company issued a total of 200,000 shares of common stock at a deemed price of $0.10 per share. The Company capitalized the cash and stock payments as option costs on the mineral property. At the fiscal year 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 amended to revise certain property expenditure requirements, and concurrently it was agreed that the Company had earned its 100% right and interest in the Property for the payment of all expenditures up 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.

During the fiscal year ended September 30, 2014 and 2013, the Company expended $0 and $17,630 on exploration, respectively. The Claim has been renewed based on prior expenditures, and will remain in good standing until November 28, 2015.

5. COMMON STOCK

The authorized capital of the Company is 900,000,000 common shares with a par value of $ 0.001 per share.

During the three month period ended December 31, 2014 the Company received Conversion Notices from a note holder that acquired a total of $30,000 in convertible loans from Craigstone Ltd. The conversion notices, each for a total of $10,000 in principal, provide for the issuance of 14,814,815 shares at $0.00067 on October 7, 2014, 16,666,667 shares at $0.00060 on November 25, 2014 and 17,857,143 shares at $0.00056 on December 21, 2014 respectively.

During the three month period ended March 31, 2015 the Company received a Conversion Notice from a note holder that acquired a total of $10,000 in convertible loans from Craigstone Ltd. The conversion notice fprovided for the issuance of 23,809,524 shares at $0.00042 on February 27, 2015.

As of March 31, 2015, 570,838,774 shares of common stock were issued and outstanding.

6. 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-8

SOLO INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2015

(unaudited)

6. 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 $nil for the six months ended March 31, 2015 (March 31, 2014 - $3,646), which amount has been recorded as interest expense.

	March 31, 2015			September 30, 2014			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

Partial converted to shares		(56,000	)		(16,000	)
Total convertible promissory note – face value		409,000			449,000			465,000
Less: beneficial conversion feature		-			-			(215,439	)
Warrant discount		-			-			(60,439	)
	$	409,000		$	449,000		$	189,122

F-9

SOLO INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2015

(unaudited)

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

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

Interest expenses:

	For the three month period				For the six month period
	March 31, 2015		March 31, 2014		March 31, 2015		March 31, 2014
Amortization of debt discount	$	-	$	1,311	$	-	$	3,646
Interest at contractual rate		10,216		11,466		21,202		23,186
Totals	$	10,216	$	12,777	$	21,202	$	26,832

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.

On March 31, 2015 the entire balance of $409,000 in outstanding notes became payable. As yet the Company has not negotiated any repayment terms with respect to this outstanding balance.

On May 28, 2014 and June 20, 2014 respectively, Craigstone assigned a total of $16,000 from its original November 4, 2011 note in the principal amount of $100,000 to two arm’s length third parties. The conversion notices, each for a total of $8,000 in principal, provide for the issuance of 14,499,320 shares at $0.00055175 issued on August 27, 2014 and 17,778,778 shares at $0.00045 issued on September 11, 2014, respectively.

During the six month period ended March 31, 2015 the Company received Conversion Notices from a note holder that acquired a total of $40,000 in convertible loans from Craigstone Ltd. The conversion notices, each for a total of $10,000 in principal, provide for the issuance of 14,814,815 shares at $0.00067 on October 7, 2014, 16,666,667 shares at $0.00060 on November 25, 2014, 17,857,143 shares at $0.00056 on December 21, 2014 and 23,809,524 shares at $0.00042 on February 27, 2015, respectively.

(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 day 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.

F-10

SOLO INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2015

(unaudited)

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

(ii)	Adams Ale Inc. (continued)

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 fiscal year ended March 31, 2015 was $nil (March 31, 2014 - $6,811), which amount has been recorded as interest expense.

	March 31, 2015		September 30, 2014		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		-		-		(17,473	)
Warrant discount		-		-		(806	)
		50,000		50,000		31,721

Interest expenses:

	For the three month period				For the six month period
	March 31, 2015		March 31, 2014		March 31, 2015		March 31, 2014
Amortization of debt discount	$	-	$	2,203	$	-	$	6,811
Interest at contractual rate		1,233		1,233		2,493		2,493
Totals	$	1,233	$	3,436	$	2,493	$	9,304

On February 14, 2014 the aforementioned note became due and payable. As yet the Company has not negotiated any repayment terms with respect to this outstanding balance.

(iii)

Investor Growth LLC (“IG”)

On May 11, 2014, the Company entered into 5% convertible promissory note with Investor Growth LLC (“IG”) pursuant to which the Company received $8,000 as a loan from IG. The Note earns simple interest accruing at five percent (5%) per annum and is due and payable no later than November 11, 2014 (“Maturity Date”). Any amount of principal or interest on the Note which is not paid when due shall bear interest at the rate of twelve percent (12%) per annum from the due date thereof until the same is paid (“Default Interest”). At any such date as IG may desire on or after the Maturity Date of this Note, any unpaid indebtedness shall be convertible into common shares of the Company at a price per share of $0.0005. The Company did not pay the note by the Maturity Date and is currently accruing interest at a rate of 12% on all outstanding principal and unpaid interest as at that date.

On July12, 2014, the Company entered into a 5% convertible promissory note with Investor Growth LLC (“IG”) pursuant to which the Company received $5,000 as a loan from IG. The Note earns simple interest accruing at five percent (5%) per annum and due and payable no later than January 12, 2015 (“Maturity Date”). Any amount of principal or interest on the Note which is not paid when due shall bear Default Interest from the due date thereof until the same is paid. At any such date as IG may desire on or after the Maturity Date of this Note, any unpaid indebtedness shall be convertible into common shares of the Company at a price per share of $0.0003. The Company did not pay the note by the Maturity Date and is currently accruing interest at a rate of 12% on all outstanding principal and unpaid interest as at that date.

On October 14, 2014, the Company entered into a 5% convertible promissory note with Investor Growth LLC (“IG”) pursuant to which the Company received $5,000 as a loan from IG. The Note earns simple interest accruing at five percent (5%) per annum and due and payable no later than April 14, 2015 (“Maturity Date”). Any amount of principal or interest on the Note which is not paid when due shall bear Default Interest from the due date thereof until the same is paid. At any such date as IG may desire on or after the Maturity Date of this Note, any unpaid indebtedness shall be convertible into common shares of the Company at a price per share of $0.0004. Subsequent to March 31, 2014 this loan became due and payable. The Company did not pay the note by the Maturity Date and is currently accruing interest at a rate of 12% on all outstanding principal and unpaid interest as at that date.

F-11

SOLO INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2015

(unaudited)

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

(iii)

Investor Growth LLC (“IG”) (continued)

The beneficial conversion feature resulting from the discounted conversion price compared to market price was valued on the dates of grant to be $8,000, $5,000 and $5,000, respectively, on the notes. This value was recorded as a discount on debt and offset to additional paid in capital. Amortization of the discount for the six months ended March 31, 2015 was $9,294 (March 31, 2014 - $nil), which amount has been recorded as interest expense.

Interest expenses:

	For the three month period				For the six month period
	March 31, 2015		March 31, 2014		March 31, 2015		March 31, 2014
Amortization of debt discount	$	2,833	$	-	$	9,294	$	-
Interest at contractual rate		450		-		752		-
Totals	$	3,283	$	--	$	10,046	$	-

(iv)	Level Up Investments, LLC. (“LUI LLC”)

On December 15, 2014, on December 29, 2014 and on February 24, 2015, we raised $7,500, $3,000 and $7,500, respectively, through private offering of convertible promissory notes. Under the terms of the Notes, interest shall accrue at 5% per annum until June 15, 2015, June 29, 2015 and August 24, 2015, respectively (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 Notes which is not paid when due shall bear Default Interest from the due date thereof until the same is paid.. 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 to convert the Notes at any such date as LUI LLC may desire on or after the Maturity Date of this Note, any unpaid indebtedness shall be convertible into common shares of the Company at a price per share equal to 50% of the lowest posted trade price of SLIO within the last 20 trading sessions.

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.

F-12

SOLO INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2015

(unaudited)

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

(iv)	Level Up Investments, LLC. (“LUI LLC”) (continued)

As a result of the application of ASC No. 815 in period ended March 31, 2015 and issued date of December 15, 2014, December 29, 2014 and February 24, 2015; the fair value of the conversion feature is summarized as follows:

	December 15, 2014 NOTE		December 29, 2014 NOTE			February 24, 2015 NOTE		Total

Derivative liabilities, issued date	$	10,700	$	6,000		$	12,000	$	28,700
Fair value mark to market adjustment		1,900		(800	)		1,800		2,900
Derivative liabilities, March 31, 2015	$	12,600	$	5,200		$	13,800	$	31,600

The Company recorded the debt discount in the amount of $7,500, $3,000 and $7,500 for each note as of issued date.

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 March 31, 2015 and commitment date:

	Commitment Date		Revaluation Date
Expected dividends		0		0
Expected volatility	194,52 ~ 231.52 %			220,.21	%
Expect term	0.50 years		0.20~0.40 years
Risk free interest rate	0.08 ~ 0.12 %		0.04 ~ 0.14 %

Amortization of the discount over the six months ended March 31, 2015 were $7,408 (March 31, 2014 - $nil), which amount has been recorded as interest expense and is reflected on the Company’s balance sheet as Convertible Note Liabilities, Net.

	March 31, 2015			Issue Date
Convertible Promissory Note – face value, due on June 15, 2015	$	7,500		$	7,500
Convertible Promissory Note – face value, due on June 29, 2015		3,000			3,000
Convertible Promissory Note – face value, due on August 24, 2016		7,500			7,500
Total convertible promissory note – face value		18,000			18,000
Less: Debt discount		(10,592	)		(18,000)
		7,408			-

Interest expenses:

	Three months ended March 31, 2015					Six months ended March 31, 2015
						2014			2013
Amortization of debt discount		$	6,772	$	-		$	7,408		$	-
Interest at contractual rate			166					183			-
Totals		$	6,938	$	-		$	7,591		$	-

F-13

SOLO INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2015

(unaudited)

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

(v)	Derivative liabilities from exceed authorized shares of common stock

As of March 31, 2015 given the fact that the Company currently has only 900,000,000 shares of common stock authorized, the Company could exceed its authorized shares of common stock by approximately 337,184,509 shares (September 30, 2014 – 176,799,100 shares) if all of the financial instruments described in notes above are exercised or converted into shares of common stock. At March 31, 2015, 337,184,509 of these shares were in excess of the authorized shares and were accounted for as a derivative liability. The fair value of these 337,184509 common shares was determined to be $337,185 ($335,918 as to 176,799,100 shares as of September 30, 2014) using the closing price of the Company’s common stock. Details of the derivative liability are provided below:

Balance at September 30, 2014	335,918
Derivative liabilities due to the tainting of convertible notes	57,739
(Gain) on change in fair value	(56,472	)
Balance at March 31, 2015	337,185

7. 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 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.

On January 1, 2015, the Company and Mr. Smith entered into a new employment contract for a term of three years increasing the amount of base salary for Mr. Smith to $42,000 per annum.

During the six month ended March 31, 2015, Mr. Smith invoiced the Company for his services in the amount of $18,000. The Company paid $11,420 in cash, leaving $11,172 on the balance sheets as accounts payable – related party (September 30, 2014 - $4,592)

8. WARRANTS

An aggregate of 1,200,000 warrants were issued and outstanding as at September 30, 2014 as required under the terms of a series of Securities Purchase Agreements discussed above in Note 5(i). 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 %

F-14

SOLO INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2015

(unaudited)

8. WARRANTS (continued)

A summary of the Company’s warrants as of March 31, 2015 and September 30, 2014 as follows:

	March 31, 2015					September 30, 2014
	Warrants			Weighted average exercise price		Warrants		Weighted average exercise price
Outstanding at the beginning of the period		1,200,000		$	0.060		1,200,000		$	0.060
Granted		-					-
Exercised		-					-
Expired		(750,000	)		0.078
Cancelled		-					-
Outstanding at the end of the period		450,000		$	0.030		1,200,000		$	0.060
Vested and exercisable at the end of period		450,000					1,200,000
Weighted average fair value per share of warrants granted during the period				$	0.030				$	0.060

The following table summarizes information regarding stock purchase warrants outstanding at March 31, 2015:

		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
$	0.005-0.06		450,000		0.57		$	0.030		450,000		0.57		$	0.030

As at March 31, 2015, the Company had the following warrants outstanding:

Exercise Price		Expiry Date	Weighted Average Remaining Contractual Life (Years)		Outstanding at September 30, 2014	Issued		Exercised		Expired		Outstanding at March 31, 2015
$	0.075	November 4, 2014		0.10	250,000		-		-		250,000		-
$	0.075	November 4, 2014		0.10	250,000		-		-		250,000		-
$	0.101	February 3, 2015		0.09	177,083		-		-		177,083		-
$	0.041	March 8, 2015		0.18	72,917		-		-		72,917		-
$	0.052	May 11, 2015		0.36	62,500		-		-		-		62,500
$	0.03	June 19, 2015		0.47	62,500		-		-		-		62,500
$	0.03	September 11, 2015		0.70	87,500		-		-		-		87,500
$	0.064	October 19, 2015		0.80	37,500		-		-		-		37,500
$	0.056	October 26, 2015		0.82	37,500		-		-		-		37,500
$	.008	February 15, 2016		1.13	125,000		-		-		-		125,000
$	0.005	May 30, 2016		1.41	37,500		-		-		-		37,500
				0.57	1,200,000		-		-		-		450,000

F-15

SOLO INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2015

(unaudited)

9. INCOME TAXES

The Company has losses carried forward for income tax purposes at March 31, 2015. There are no current or deferred tax expenses for the current period ended March 31, 2015 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.

	March 31, 2015			March 31, 2014
Net operating loss carry forward		1,434,364			1,090,588
Effective Tax Rate		35	%		35	%
Deferred Tax Assets		502,000			381,705
Less: Valuation Allowance		(502,000	)		(381,705	)
Net deferred tax asset	$	0		$	0

The valuation allowance for deferred tax assets as of March 31, 2015 and 2014 was $502,000 and $381,705 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 March 31, 2015 and 2014, and recorded a full valuation allowance.

Reconciliation between the statutory rate and the effective tax rate is as follows at March 31, 2015 and 2014:

	March 31, 2015			March 31,2 014
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 2034. This carry forward may be limited upon the consummation of a business combination under IRC Section 381. All income tax years from fiscal year ended September 30, 2011 to current are open to examination by the taxing authorities.

10. SUBSEQUENT EVENTS

On April 9, the Company received a Conversion Notice from a note holder that acquired a total of $10,000 in convertible loans from Craigstone Ltd. The conversion notice for a total of $10,000 in principal, provides for the issuance of 21,390,374 shares at $0.0004675.

On April 20, 2015 the Company entered into a Purchase Agreement (the “Agreement”) with OMR Drilling and Acquisition LLC, a Kentucky corporation with offices located in Albany, Kentucky, to acquire an oil, gas and mineral lease known as the Overstreet Lease encompassing approximately 597 acres located in Monroe County, Kentucky and Clay County Tennessee. Under the terms of the Agreement, the Company will acquire a 100% Working Interest, equal to an 80% Net Revenue Interest for the purchase price of $25,000 to be paid within 90 days of the date of the Agreement.

The Company received Conversion Notice from a note holder that acquired a total of $10,000 in convertible loans from Craigstone Ltd. The conversion notice for a total of $10,000 in principal, provides for the issuance of 24,390,244 shares at $0.00041 on May 12, 2015.

On May 14, 2015, we raised $7,500 through a private offering of convertible promissory notes from Millenial Investments LLC ("the Millenial Note"). Under the terms of the Millenial Note, interest shall accrue at 5% per annum until November 14, 2015, (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 Millenial Note which is not paid when due shall bear Default Interest from the due date thereof until the same is paid at a rate of 12%. Interest shall commence accruing on the date that the Millenial Note is funded 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 to convert the note at any such date as they may desire on or after the Maturity Date. Any unpaid indebtedness shall be convertible into common shares of the Company at a price per share equal to 50% of the lowest posted trade price within the last 20 trading sessions.

The Company has evaluated subsequent events from the balance sheet date through May 15, 2015, and determined that there were no other events to disclose.

F-16

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


	March 31, 2015 $			September 30, 2014 $
Current Assets		780			902
Current Liabilities		1,069,650			1,019,034
Working Capital (Deficit)		(1,068,870	)		(1,018,132	)

Cash Flows

	March 31, 2015 $			March 31, 2014 $
Cash Flows from (used in) Operating Activities		(23,006	)		(74,801	)
Cash Flows from (used in) Investing Activities		-			-
Cash Flows from (used in) Financing Activities		23,000			75,000
Net Increase (decrease) in Cash During Period		(6	)		199

Operating Revenues

Operating revenues for the periods ended March 31, 2015 and 2014 were $0.

Operating Expenses and Net Loss

Comparison of three month periods ended March 31, 2015 and 2014

Operating and other expenses for the three month period ended March 31, 2015 totaled $15,097 and are comprised of $3,448 in professional fees, $10,500 in fees payable under a related party management contract, and $1,149 in other general and administrative expenses. In addition the Company recorded $21,670 as interest expenses, $9,065 of which was from the amortization of debt discount from convertible notes, and recorded $53,659 in derivate losses as a result in the change in valuation of certain financial instruments.

Operating and other expenses for the three month period ended March 31, 2014 totaled $21,576 and are comprised of $11,738 in professional fees, $7,500 in fees paid under a related party management contract, and $2,338 in other general and administrative expenses. In addition the Company recorded $40,628 as interest expenses, $3,514 of which was the amortization of the debt discount from the beneficial conversion feature and warrant discount resulting from convertible promissory notes and $23,102 from the amortization of debt discount from convertible notes. Further the Company recorded $2,440 as a gain as a result of the change in valuation of certain financial instruments.

Net loss for the three month period ended March 31, 2015 was $90,426 as compared to net loss of $59,764 for the three month period ended March 31, 2014. The increase to the net loss is predominantly as a result of the change in fair value of the derivative liabilities period of period, offset by a reduction to interest expenses.

Comparison of six month periods ended March 31, 2015 and 2014

Operating and other expenses for the six month period ended March 31, 2015 totaled $39,539 and are comprised of $15,266 in professional fees, $18,000 in fees payable under a related party management contract, and $6,273 in other general and administrative expenses. In addition the Company recorded $41,332 as interest expenses, $16,702 of which was from the amortization of debt discount from convertible notes, and recorded $42,872 as a gain resulting from the change in valuation of certain financial instruments.

Operating and other expenses for the prior comparative period ended March 31, 2014 totaled $60,737 and are comprised of $30,960 in professional fees, $18,500 in fees paid under a related party management contract, and $11,277 in other general and administrative expenses. In addition the Company recorded $71,438 as interest expenses, $10,456 of which was the amortization of the debt discount from the beneficial conversion feature and warrant discount resulting from convertible promissory notes and $33,414 from the amortization of debt discount from convertible notes. Further the Company recorded $2,440 as a gain as a result of the change in valuation of certain financial instruments.

Net loss for the period ended March 31, 2015 totaled $37,999 as compared to $129,735 for the six month period ended March 31, 2014. The decrease in operating expenses and losses is due to a substantive reduction to interest expenses period over period as the debt discounts for prior period convertible loans were fully amortized as at the current 6 month period ending March 31, 2015 resulting in a reduction from $71,438 (2014) in total interest expense to $41,332 in the current period. In addition during the current period the Company recorded a gain as a result of the change in fair value of certain financial instruments of $42,872 as compared to a gain of only $2,440 in the prior comparative six months ended March 31, 2014. Finally, operating expenses were also reduced from $60,737 (2014) to $39,539 in the current six month period as a result of a reduction to both professional and administrative fees as the Company’s operating activities were reduced period over period.

Liquidity and Capital Resources

As at March 31, 2015, the Company had total assets of $780 compared to $902 as at September 30, 2014.

As at March 31, 2015, the Company had total liabilities of $1,069,650 as compared with total liabilities of $1,019,034 as at September 30, 2014. The increase in total liabilities was mainly due to an increase to accounts payable and accrued liabilities from $164,763 as at September 30, 2014 to $199,229 at March 31, 2015, as well as an increase to related party payables from $4,592 at September 30, 2014 to $11,172 at March 31, 2015 as the Company was unable to raise sufficient funds to meet its obligations as they became due. While the Company was able to reduce the principal balance of certain notes payable period over period, this reduction was offset by an increase to derivative liabilities.

As at March 31, 2015, the Company had a working capital deficit of $1,068,870 compared with a working capital deficit of $1,018,132 as at September 30, 2014. The increase in working capital deficit is mainly attributable to the increase in current liabilities related to accounts payable and accrued liabilities.

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.

Cash flow from Operating Activities

During the six month period ended March 31, 2015, the Company used $23,006 for operating activities compared to the use of $74,801for operating activities during the period ended March 31, 2014. 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 include a substantial reduction to the amortization of the debt discount recorded in the current period of $16,702 as compared to $43,870 in the six months ended March 31, 2014. In addition, during the current six month period, the Company recorded a non-cash gain on the change in fair value of certain financial instruments of $42,872 as compared to a gain of only $2,440 in the prior comparative period, which accounts for the most substantial change in cash flows from operating activities. The increase to accounts payable at March 31, 2015 totaled $41,797 as compared to only $16,705 in the six month ended March 31, 2014.

Cash flow from Investing Activities

During the six month period ended March 31, 2015 and 2014 the Company has expended no cash on investing activities.

Cash flow from Financing Activities

During the six month period ended March 31, 2015, the Company received $23,000 cash from financing activities by way of notes payable compared to $75,000 cash from notes payable for the six month period ended March 31, 2014.

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 other recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may cause a material impact on our financial condition, or the results of our operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of March 31, 2015, due to the material weaknesses resulting from the

Board of Directors not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Please refer to our Annual Report on Form 10-K as filed with the SEC on December 31, 2014 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.

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

During the three month period ended March 31, 2015 the Company received a Conversion Notice from a note holder that acquired a total of $10,000 in convertible loans from Craigstone Ltd. The conversion notice provided for the issuance of 23,809,524 shares at $0.00042 on February 27, 2015.

The Company received Conversion Notice from a note holder that acquired a total of $10,000 in convertible loans from Craigstone Ltd. The conversion notice for a total of $10,000 in principal, provides for the issuance of 24,390,244 shares at $0.00041 on May 12, 2015.

The Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended, for the issuance of shares to the parties noted above pursuant to Section 4(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transaction does not involve a public offering, the purchasers are “accredited investors” and/or qualified institutional buyers, the purchasers have access to information about the Company and its purchase, the purchasers will take the securities for investment and not resale.

Other than as disclosed above, here 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

On January 1, 2015, the Company and Mr. Smith, our sole officer and director, entered into a new employment contract for a term of three years increasing the amount of base salary for Mr. Smith to $42,000 per annum.

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	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.
10.02	Option Agreement by and 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
10.03	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.
10.04	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.
10.05	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
10.06	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
10.07	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
10.08	October 14, 2014 Convertible Promissory Note between the Company and Investor Growth LLC	Filed with the SEC on February 23, 2015 as part of our quarterly report on Form 10-Q
10.09	December 15, 2014 Convertible Promissory Note between the Company and Level Up Investments LLC	Filed with the SEC on February 23, 2015 as part of our quarterly report on Form 10-Q
10.10	December 29, 2014 Convertible Promissory Note between the Company and Level Up Investments LLC	Filed with the SEC on February 23, 2015 as part of our quarterly report on Form 10-Q
10.11	Employment agreement between the Company and Michael Jacob Cooper Smith dated January 1, 2015	Filed herewith.
10.12	February 24, 2015 Convertible Promissory Note between the Company and Level Up Investments LLC	Filed herewith.
10.13	May 14, 2015 Convertible Promissory Note between the Company and Millenial Investments LLC	Filed herewith.
10.14	April 20, 2015 Purchase Agreement with OMR Drilling and Acquisition LLC	Filed with the SEC on May 5, 2015 as part of our Current Report on Form 8-K.
31.1	Certification of Principal Executive Officer Pursuant to Rule 13a-14	Filed herewith.
31.2	Certification of Principal Financial Officer Pursuant to Rule 13a-14	Filed herewith.
32.1	CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act	Filed herewith.
101.INS*	XBRL Instance Document	To be filed by amendment
101.SCH*	XBRL Taxonomy Extension Schema Document	To be filed by amendment
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document	To be filed by amendment
101.LAB*	XBRL Taxonomy Extension Labels Linkbase Document	To be filed by amendment
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document	To be filed by amendment
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document	To be filed by amendment

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: May 15, 2015	By:	/s/Michael Cooper Smith
	Name:	Michael Cooper Smith
	Title:	President, Principal Executive Officer & Principal Financial Officer (Principal Accounting Officer)

EX-10.11 2 ex1011.htm EMPLOYMENT AGREEMENT BETWEEN THE COMPANY AND MICHAEL JACOB COOPER SMITH DATED JANUARY 1, 2015 ex1011.htm

E M P L O Y M E N T A G R E E M E N T

This Employment Agreement is made and entered into on this 1st day of January , 2015 (“Effective Date”) by and between Solo International Inc., a Nevada corporation (the "Company"), and Michael JC Smith, an individual (or an entity for which he is an owner), hereinafter "Executive".

R E C I T A L S

A. The Company desires to be assured of the association and services of Executive for the Company.

B. Executive is willing and desires to be employed by the Company, and the Company is willing to employ Executive, upon the terms, covenants and conditions hereinafter set forth.

A G R E E M E N T

NOW, THEREFORE, in consideration of the mutual terms, covenants and conditions hereinafter set forth, the parties hereto do hereby agree as follows:

1. Employment. Company agrees to employ Executive, and Executive agrees to be employed by Company, beginning as of the Effective Date and continuing until the termination date as set forth herein " (the "Term"), subject to the terms and conditions of this Agreement and further subject to the supervision and direction of the Company's Board of Directors.

2. Term. The term of this Agreement shall be for a period of three (3) years commencing on the date hereof, unless terminated earlier pursuant to Section 7 below; provided, however, that Executive's obligations in Section 6 below shall continue in effect after such termination.

2.1	Post Term Employment.

Should Executive remain employed by Company beyond the expiration of the Term such employment shall convert to a month-to-month relationship terminable at any time by either Company or Executive for any reason whatsoever, with or without cause.

3.	Scope of Duties.

3.1 Assignment of Duties. Executive shall have such duties as may be assigned to him or her from time to time by the Company's Board of Directors commensurate with his experience and responsibilities in the position for which he is employed pursuant to Section 1 above. Such duties shall be exercised subject to the control and supervision of the Board of Directors of the Company.

3.2 General Specification of Duties. Executive's duties shall include, but not be limited to, the duties and performance goals as follows:

(1)	act as President and Chief Executive Officer of the Company and perform all duties, functions and responsibilities generally associated thereto;

(2)	personally review the financial statements of the company as may be prepared from time to time or otherwise cause to be prepared, as directed by the Company, financial statements, tax returns and other similar items respecting the operation of the Company;

(3)	execute on behalf of the Company, in his capacity as President and Chief Executive Officer, all documents as reasonably and properly requested by the Company;

(4)	employ, pay, supervise and discharge all Executives of the Company, and determine all matters with regard to such personnel, including, without limitation, compensation, bonuses and fringe benefits, all in accordance the policies which may be implemented by the Board of Directors of the Company;

(5)	assist in establishing procedures for implementing the policies established by the Company;

(6)	assist in insuring cooperation of the officers of the Company;

(7)	assist in causing the Company to be operated in compliance with all legal requirements;

(8)	assist in operating the Company in conformance with any plan approved by the Company, as such may be amended from time to time with the concurrence of the Company; and

(9)	Perform all other acts deemed necessary and proper for the Company, in the sole discretion of Executive.

The foregoing specifications are not intended as a complete itemization of the duties which Executive shall perform and undertake on behalf of the Company in satisfaction of his or her employment obligations under this Agreement.

Executive initially shall be employed in the position set forth herein.. Company may subsequently modify Executive's duties and responsibilities; provided however, in the event Company substantially reduces the duties or responsibilities of Executive, Executive may elect to terminate this Agreement and said termination shall constitute an Involuntary Termination. Executive shall at all times comply with and be subject to such policies and procedures as Company may establish from time to time.

3.4 Executive's Devotion of Time. Executive hereby agrees to devote his time, abilities and energy to the faithful performance of the duties assigned to him or her and to the promotion and forwarding of the business affairs of the Company, and not to divert any business opportunities from the Company to himself or herself or to any other person or business entity, unless otherwise approved by the Board of Directors.

3.5	Conflicting Activities.

(1) Executive shall not, during the term of this Agreement, be engaged in any other business activity substantially similar to that of the Company’s primary business without the prior consent of the Board of Directors of the Company; provided, however, that this restriction shall not be construed as preventing Executive from investing his personal assets in any investments, including but not limited to, business entities which are not in competition with the Company or its affiliates, or from pursuing business opportunities which do not unreasonably impede his performance as executive for the Company.

(2) Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business of the Company, in a manner consistent with the best interests of the Company and with his duties under this Agreement.

4.	Compensation; Reimbursement.

4.1 Base Salary. For all services rendered by Executive under this Agreement, the Company shall pay Executive a base salary of Forty Two Thousand Dollars ($42,000.00) per annum, paid monthly (the "Base Salary"). The amount of the Base Salary shall be determined by the Board of Directors and may be increased, but not decreased, from time to time by the Board of Directors of the Company. No such change shall in any way abrogate, alter, terminate or otherwise affect the other terms of this Agreement.

4.2 Periodic Bonuses. In addition to the Base Salary, Executive shall be eligible for periodic bonuses ("Periodic Bonuses") in amounts to be determined by the Board of Directors. The criteria upon which the Periodic Bonuses are awarded shall be at the discretion of the Board of Directors.

4.3 Reimbursement. Executive shall be reimbursed for all reasonable "out-of-pocket" business expenses for business travel and business entertainment incurred in connection with the performance of his or her duties under this Agreement so long as such expenses constitute business deductions from taxable income for the Company and are excludable from taxable income to the Executive under the governing laws and regulations of the Internal Revenue Service.

5. Severance. So long as this Agreement is in effect, Executive shall at all times be entitled One (1) Years salary and any and all back owed salary as severance. Other benefits may include, the Company's maintenance at its cost of a life insurance policy and disability policy on Executive payable to Executive and/or his or her legal representative or heirs as applicable, in amounts reasonably agreed to by Executive and the Company.

6.	Termination.

6.1	Bases for Termination.

(1) Executive's employment may be terminated by the Company "with cause," effective upon delivery of 5 business days of written notice to Executive if any of the following shall occur:

(a)	any action by Executive which would constitute a willful breach of duty or habitual neglect of duty;

(b)	any material breach of Executive's obligations as described herein; or

(c)

any material acts or events which inhibit Executive from fully performing his or her responsibilities to the Company in good faith, such as (i) a felony criminal conviction; (ii) any other criminal conviction involving Executive's lack of honesty or moral turpitude; (iii) drug or alcohol abuse; or (iv) acts of dishonesty, gross carelessness or gross misconduct.

(2)	This Agreement shall automatically terminate on the last day of the month in which Executive

dies or becomes permanently incapacitated. "Permanent incapacity" as used herein shall mean mental or physical incapacity, or both, reasonably determined by the Company's Board of Directors based upon a certification of such incapacity by, in the discretion of the Company's Board of Directors, either Executive's regularly attending physician or a duly licensed physician selected by the Company's Board of Directors, rendering Executive unable to perform substantially all of his or her duties hereunder and which appears reasonably certain to continue for at least six consecutive months without substantial improvement. Executive shall be deemed to have "become permanently incapacitated" on the date the Company's Board of Directors has determined that Executive is permanently incapacitated and so notifies Executive.

(3) Notwithstanding any other provisions of this Agreement, Executive shall have the right to terminate the employment relationship under this Agreement at any time prior to the expiration of the Term of employment for any of the following reasons:

(i) a breach by Company of any provision of this Agreement which remains uncorrected for 30 days following written notice of such breach by Executive to Company; or

(ii)	for any other reason whatsoever, in the sole discretion of Executive.

The termination of Executive's employment by Executive under Section 7.1(3)(i), prior to the expiration of the Term shall constitute an "Involuntary Termination" as though Executive was terminated by the Company without cause. The termination of Executive's employment by Executive prior to the expiration of the Term shall constitute a "Voluntary Termination" if made pursuant to Section 6.1.(3)(ii) and shall be treated as the Company was forced to terminate Executive with cause.

7.	Miscellaneous.

7.1 Transfer and Assignment. This Agreement is personal as to Executive and shall not be assigned or transferred by Executive without the prior written consent of the Company, except that Executive may transfer all rights, titles and obligations he has under this Employment Agreement to an entity for which he is an owner. This Agreement shall be binding upon and inure to the benefit of all of the parties hereto and their respective permitted heirs, personal representatives, successors and assigns.

7.2 Severability. Nothing contained herein shall be construed to require the commission of any act contrary to law. Should there be any conflict between any provisions hereof and any present or future statute, law, ordinance, regulation, or other pronouncement having the force of law, the latter shall prevail, but the provision of this Agreement affected thereby shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law, and the remaining provisions of this Agreement shall remain in full force and effect.

7.3 Governing Law. This Agreement is made under and shall be construed pursuant to the laws of the State of Nevada.

7.4 Counterparts. This Agreement may be executed in several counter parts and all documents so executed shall constitute one agreement, binding on all of the parties hereto, notwithstanding that all of the parties did not sign the original or the same counterparts.

7.5 Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements, arrangements, and understandings with respect thereto. No representation, promise, inducement, statement or intention has been made by any party hereto that is not embodied herein, and no party shall be bound by or liable for any alleged representation, promise, inducement, or statement not so set forth herein.

7.6

Modification. This Agreement may be modified, amended, superseded, or cancelled, and any of the terms, covenants, representations, warranties or conditions hereof may be waived, only by a written instrument executed by the party or parties to be bound by any such modification, amendment, super- session, cancellation, or waiver.

7.7 Attorneys' Fees and Costs. In the event of any dispute arising out of the subject matter of this Agreement, the prevailing party shall recover, in addition to any other damages assessed, its attorneys' fees and court costs incurred in litigating or otherwise settling or resolving such dispute whether or not an action is brought or prosecuted to judgment. In construing this Agreement, none of the parties hereto shall have any term or provision construed against such party solely by reason of such party having drafted the same.

7.8 Waiver. The waiver by either of the parties, express or implied, of any right under this Agreement or any failure to perform under this Agreement by the other party, shall not constitute or be deemed as a waiver of any other right under this Agreement or of any other failure to perform under this Agreement by the other party, whether of a similar or dissimilar nature.

7.9 Cumulative Remedies. Each and all of the several rights and remedies provided in this Agreement, or by law or in equity, shall be cumulative, and no one of them shall be exclusive of any other right or remedy, and the exercise of any one of such rights or remedies shall not be deemed a waiver of, or an election to exercise, any other such right or remedy.

7.10 Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning and interpretation of this Agreement.

7.11 Survival. Any provision of this Agreement which imposes an obligation after termination or expiration of this Agreement shall survive the termination or expiration of this Agreement and be binding on Executive and the Company.

7.12 Effective Date. This Agreement shall become effective as of the date set forth on page 1 when signed by Executive and the Company

IN WITNESS WHEREOF, the parties hereto have caused this Employment Agreement to be signed and dated as of the date first written above.

Company

Michael JC Smith, Executive

EX-10.12 3 ex1012.htm FEBRUARY 24, 2015 CONVERTIBLE PROMISSORY NOTE BETWEEN THE COMPANY AND LEVEL UP INVESTMENTS LLC ex1012.htm

Solo International, Inc.

5% Convertible Promissory Note

$7,500 February 24, 2015

FOR VALUE RECEIVED, Solo International, Inc. a Nevada Corporation (“Maker” or the “Company”),

Hereby promises to pay to Level Up Investments, LLC, (“Lender” or “Holder”), or any party or entity to whom Lender may designate or assign this 5% Convertible Promissory Note (the “Note”), the principal amount advanced by Lender, together with interest on the unpaid principal amounts as set forth in this Note (the principal and interest thereon referred to collectively herein as the “Indebtedness”) by a date no later than August 24, 2015 (“Maturity Date”).

The principal amount owed by Solo International, Inc., is, in US dollars: $7,500.

Interest. From the date of issuance of this Note and thereafter until maturity or earlier repayment in full of outstanding Indebtedness, interest shall be calculated on the basis of a 365-day year and shall be computed for each payment period on the basis of the actual number of days elapsed for each such Advance Loan (including the first day but excluding the last day), and accrue at 5% per annum.

Payments.

All payments of principal and interest hereunder shall be payable to Lender in lawful money of the United States of America in immediately available funds. All delivery of payments shall be made at the offices of Lender, or at such other place as Lender may designate, not later than 2 p.m. on the date due.

b.	Prepayments. Maker may prepay the unpaid balance of any of the Indebtedness, in whole or in part without penalty; provided that any such prepayment is accompanied by interest accrued and unpaid on the amount so prepaid to the date of such repayment.

c.	Interest Rate for Overdue Amounts. Beginning one day after the Maturity Date, interest shall accrue on all unpaid Indebtedness at a rate of 12% per annum (the “Default Rate”).

3.	Assignment. Maker may not assign, transfer, or dispose of this Note, or any of its interests, rights or obligations hereunder, without the prior written consent of Lender.

4.	Default and Acceleration:

a.	The occurrence of any of the following shall constitute an “Event of Default” under this Note.

(i)	The failure of Maker to pay any part of the Indebtedness when due.

(ii)	The institution of legal proceedings against the Maker under any state insolvency laws, federal bankruptcy law, or similar debtor relief laws then in effect.

In the event of (a)(i) or (a)(ii) above, then a default may be declared at the option of the Lender without presentment, demand, protest or further notice of any kind (all of which are hereby expressly waived by Maker). In such event Lender shall be entitled to be paid in full the balance of any unpaid principal amount hereunder plus all accrued and unpaid interest hereunder and any costs to enforce the terms hereof, including, without limitation, reasonable attorney’s fees. Lender may waive any Event of Default before or after it occurs and may restore this 5% Convertible Promissory Note in full effect without impairing the right to declare it due for a subsequent default.

No course of dealing between Lender and Maker or any failure or delay on the part of Lender in exercising any rights or remedies hereunder shall operate as a waiver of any rights or remedies of Lender under this or any other applicable instrument. No single or partial exercise of any rights or remedies hereunder shall operate as a waiver or preclude the exercise of any other rights or remedies.

Lender is empowered to set off and apply any moneys at any time held or any other indebtedness at any time due and payable by Lender to or for the credit of Maker against the indebtedness of Maker evidenced by this Note. Lender shall promptly notify Maker after any such set-off, provided that the failure to provide notice shall not affect the validity of this set-off.

None of the rights, remedies, privileges or powers of Lender expressly provided for herein shall be exclusive, but each of them shall be cumulative with and in addition to every other right, remedy, privilege and power now or hereafter existing in favor of Lender, whether at law or in equity, by statute or otherwise.

Maker shall pay all reasonable expenses of any nature, whether incurred in or out of court, and whether incurred before or after this Note shall become due at its maturity date or otherwise (including but not limited to reasonable attorneys’ fees and costs) which Lender may deem necessary or proper in connection with the satisfaction of indebtedness.

Lender is authorized to pay at any time and from time to time any or all of such expenses, add the amount of such payment to the amount of principal outstanding and charge interest thereon at the rate specified herein.

Conversion. At any such date as the Lender may desire on or after the Maturity Date of this Note, any unpaid Indebtedness shall be convertible into common shares of the Maker at a price per share equal to 50% of the lowest posted trade price of SLIO within the last 20 trading sessions; granted, however, that at no time may the Lender convert any Indebtedness into a number of shares which would result in a total beneficial ownership by the Lender of a number of shares greater than 4.99% of the Maker's total Outstanding Common Shares at the time of conversion.

The Maker’s common shares are currently quoted on the OTC Link (formerly "Pink Sheets") exchange under the symbol SLIO (the “Common Stock.) Maker agrees to pay any transfer fees, attorney fees, or other fees which may be levied as a burden of fulfilling its obligations to issue the Common Stock.

7.	Survival of Debt and Non-Dilution.

Adjustment Due to Merger, Consolidation, or Combination. If, prior to repayment or conversion of this Note, there shall be any merger, consolidation, exchange of shares, reorganization, forward- or reverse-split, or other similar event, as a result of which the Common Stock of the Company shall be changed into the same or a different number of shares of the new entity (the “Business Combination”), then the Holder of this Note shall thereafter have the right to receive upon conversion, upon the same terms and conditions specified herein, the Common Stock of the new entity evidenced by its public securities.

Non-Dilution. If, prior to the conversion of this Note, the number of outstanding shares of the Common Stock of the Company is increased or decreased by any stock split, reclassification of shares, stock dividend, or other event or corporate action, the conversion terms described above in Section 6 of this Note and the number of shares of Common Stock issuable upon enforcement of the conversion terms shall be unaffected.

Severability. In the event any one or more of the provisions contained in this Note or any other loan document shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or enforceability shall not affect any other provision of this Note or such other loan documents, but this Note and such other loan document shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein or therein.

9.	Amendment. Any provision of this Note may be amended, waived, or modified, upon the written consent of both the Maker and the Lender, provided that the Lender is the owner of no less than 90% of the Indebtedness described herein.

10.

Certifications. Should Lender require any Certifications by the Maker, as may be required to deposit any converted shares of the Common Stock, testifying to the validity of this Note or to the Lender’s status in relation to the Company, Maker shall provide said Certifications within 2 (two) business days from notification by Lender.

11.

Representation and Warranty. Maker hereby declares, represents and warrants to Lender that is a business or commercial organization and that the indebtedness evidenced hereby is made for the purpose of acquiring or caring on a business or commercial enterprise within the meaning of the laws of the State of Nevada.

12.

Waiver of Trial by Jury. Maker agrees that any suit, action or proceeding, whether claim or counterclaim, brought or instituted by Lender on or with respect to this Note shall be tried only by a court and not by a jury. MAKER HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION OR PROCEEDING. Maker acknowledges and agrees that Lender would not extend credit hereunder if this waiver of a jury trial were not part of this Note.

13.	Governing Law. This Note shall be construed in accordance with and governed by the laws of the State of Nevada, without regard to its principals or conflicts of law.

14. No Conflict. Should any clause found within this Note be found in disaccord with a particular law or statute, or otherwise unenforceable, that finding shall have bearing nor ill effect on the enforceability of the remaining clauses found herein.

IN WITNESS WHEREOF, the undersigned has caused this Note to be executed on the day and year first above written.

By:

Michael Jacob Cooper Smith, President, Director

Solo International, Inc.

EX-10.13 4 ex1013.htm MAY 14, 2015 CONVERTIBLE PROMISSORY NOTE BETWEEN THE COMPANY AND MILLENIAL INVESTMENTS LLC ex1013.htm

Solo International, Inc.

5% Convertible Promissory Note

$7,500 May 14, 2015

FOR VALUE RECEIVED, Solo International, Inc. a Nevada Corporation (“Maker” or the “Company”),

Hereby promises to pay to Millenial Investments, LLC, (“Lender” or “Holder”), or any party or entity to whom Lender may designate or assign this 5% Convertible Promissory Note (the “Note”), the principal amount advanced by Lender, together with interest on the unpaid principal amounts as set forth in this Note (the principal and interest thereon referred to collectively herein as the “Indebtedness”) by a date no later than November 14, 2015 (“Maturity Date”).

The principal amount owed by Solo International, Inc., is, in US dollars: $7,500.

Payments.

b.	Prepayments. Maker may prepay the unpaid balance of any of the Indebtedness, in whole or in part without penalty; provided that any such prepayment is accompanied by interest accrued and unpaid on the amount so prepaid to the date of such repayment.

c.	Interest Rate for Overdue Amounts. Beginning one day after the Maturity Date, interest shall accrue on all unpaid Indebtedness at a rate of 12% per annum (the “Default Rate”).

3.	Assignment. Maker may not assign, transfer, or dispose of this Note, or any of its interests, rights or obligations hereunder, without the prior written consent of Lender.

4.	Default and Acceleration:

a.	The occurrence of any of the following shall constitute an “Event of Default” under this Note.

(i)	The failure of Maker to pay any part of the Indebtedness when due.

(ii)	The institution of legal proceedings against the Maker under any state insolvency laws, federal bankruptcy law, or similar debtor relief laws then in effect.

7.	Survival of Debt and Non-Dilution.

9.	Amendment. Any provision of this Note may be amended, waived, or modified, upon the written consent of both the Maker and the Lender, provided that the Lender is the owner of no less than 90% of the Indebtedness described herein.

10.

11.

12.

13.	Governing Law. This Note shall be construed in accordance with and governed by the laws of the State of Nevada, without regard to its principals or conflicts of law.

IN WITNESS WHEREOF, the undersigned has caused this Note to be executed on the day and year first above written.

By:

Michael Jacob Cooper Smith, President, Director

Solo International, Inc.

EX-31.1 5 ex311.htm CERTIFICATION ex311.htm

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 six month period ended March 31, 2015;

(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: May 15, 2015	By:	/s/ Michael Cooper Smith
		Name: Michael Cooper Smith
		Title: Principal Executive Officer

EX-31.2 6 ex312.htm CERTIFICATION ex312.htm

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 six month period ended March 31, 2015;

(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: May 15, 2015	By:	/s/ Michael Cooper Smith
		Name: Michael Cooper Smith
		Title: Principal Financial and Accounting Officer

EX-32.1 7 ex321.htm CERTIFICATION ex321.htm

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 six months ending March 31, 2015 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: May 15, 2015	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.)