Attached files
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EX-23.1 - INDEPENDENT AUDITORS? CONSENT OF EFP ROTENBERG LLP - SWISSINSO HOLDING INC. | f8k101909ex23i_pashmina.htm |
EX-10.10 - TECHNOLOGY TRANSFER AND RESEARCH AGREEMENT - SWISSINSO HOLDING INC. | f8k101909ex10x_pashmina.htm |
EX-10.11 - TECHNICAL COOPERATION AGREEMENT - SWISSINSO HOLDING INC. | f8k101909ex10xi_pashmina.htm |
EX-10.9 - AMENDMENT TO THE STOCK PURCHASE AGREEMENT - SWISSINSO HOLDING INC. | f8k101909ex10ix_pashmina.htm |
EX-10.12 - EMPLOYMENT CONTRACT - SWISSINSO HOLDING INC. | f8k101909ex10xii_pashmina.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported): October 19, 2009
PASHMINADEPOT.COM,
INC.
(Exact
Name of Registrant as Specified in Its Charter)
Florida
(State or
Other Jurisdiction of Incorporation)
333-151909
|
26-1703723
|
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
Biopole, Route de la
Corniche, 1066 Epalinges, Switzerland
(Address
of Principal Executive Offices, Zip Code)
011 41 22 310
8608
(Registrant's
Telephone Number, Including Area Code)
9694 Royal Palm Boulevard,
Coral Springs, FL 33065
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Section
2 – Financial Information
Item
1.01. Entry into a Material Definitive Agreement.
On
October 19, 2009, Pashminadepot.com, Inc., a Florida corporation (the
“Registrant”), entered into an Amendment (the “Amendment”) to the Stock Purchase
Agreement (the “Stock Purchase Agreement”) with SwissINSO SA, a Swiss
corporation (“SwissINSO”) and its shareholders, Michel Gruering, Yves Ducommun,
Jean-Bernard Wurm, Muttiah Yogananthan, Manuel de Souza, Antoine Eigenmann,
Ergoma SA, SICG SA and Albert Krauer (together, the “Shareholders”), pursuant to
which the number of shares of the Registrant’s common stock being issued to
SwissINSO’s principal shareholder, Michel Gruering, upon conversion of his
existing shareholder loan to SweissINSO was changed from 5,000,000 shares to
1,097,145 shares. For all the terms of the Amendment, reference is
hereby made to such Amendment annexed hereto as Exhibit 10.9. All
statements made herein concerning such Amendment are qualified by reference to
said exhibit.
Item
2.01. Completion of Acquisition or Disposition of Assets.
Reference is hereby made to the Current
Report on Form 8-K filed with the Securities and Exchange Commission on
September 15, 2009.
On
October 19, 2009, the Registrant consummated the acquisition (the “Acquisition”)
of all of the shares (the “Shares”) of SwissINSO from its Shareholders as
contemplated under the Stock Purchase Agreement. For all the terms of the Stock
Purchase Agreement, reference is hereby made to such agreement annexed as
Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on September
15, 2009. All statements made herein concerning such agreement are
qualified by references to said exhibit.
As a
result of the closing, SwissINSO became a wholly-owned subsidiary of the
Registrant. In exchange for the Shares, the Registrant issued an aggregate of
50,000,000 shares of its common stock to the Shareholders, or 65.62% of the
issued and outstanding share capital of the Registrant. The 60,000,000 shares
previously held by Albury Investments Limited (“Albury”) were cancelled except
for 50,000 shares which were retained by Albury. At the same time,
the Registrant issued 1,097,145 shares of its common stock to the principal
shareholder of SwissINSO, Michel Gruering, upon conversion of his existing
shareholder loan to SwissINSO.
BUSINESS
As used
in this Form 8-K, references to the "Company," "we," "our" or "us" refer to the
Registrant and our subsidiary, SwissINSO, unless the context otherwise
indicates.
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking information. Forward-looking
information includes statements relating to future actions, future performance,
costs and expenses, interest rates, outcome of contingencies, financial
condition, results of operations, liquidity, business strategies, cost savings,
objectives of management, and other such matters of the Company. The Private
Securities Litigation Reform Act of 1995 provides a "safe harbor" for
forward-looking information to encourage companies to provide prospective
information about themselves without fear of litigation so long as that
information is identified as forward-looking and is accompanied by meaningful
cautionary statements identifying important factors that could cause actual
results to differ materially from those projected in the information.
Forward-looking information may be included in this Current Report on Form 8-K
or may be incorporated by reference from other documents filed with the
Securities and Exchange Commission (the "SEC") by us. You can find many of these
statements by looking for words including, for example, "believes," "expects,"
"anticipates," "estimates" or similar expressions in this Current Report on Form
8-K or in documents incorporated by reference in this Current Report on Form
8-K. We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information or future
events.
1
We have
based the forward-looking statements relating to our operations on management's
current expectations, estimates, and projections about us and the industry in
which we operate. These statements are not guarantees of future
performance and involve risks, uncertainties and assumptions that we cannot
predict. In particular, we have based many of these forward-looking statements
on assumptions about future events that may prove to be inaccurate. Accordingly,
our actual results may differ materially from those contemplated by these
forward-looking statements. Any differences could result from a
variety of factors, including, but not limited to general economic and business
conditions, competition, and other factors.
Corporate
Background
We were
organized as a corporation in the state of Florida on November 13, 2007 under
the name "Pashminadepot.com, Inc.". On or about October 28, 2009, we will change
our state of incorporation from Florida to Delaware by the merger of the
Registrant with and into our wholly-owned subsidiary, SwissINSO Holding Inc., a
Delaware corporation, which we had formed for such purpose. In connection with
such merger, we will change the name of
our company from "Pashminadepot.com, Inc." to "SwissINSO Holding Inc." Each
issued share of the common stock of Pashminadepot.com, Inc. from and after the
effective time of such merger will be converted into one share of the common
stock of our Company. Reference is hereby made to the definitive Information
Statement on Schedule 14C filed with the SEC on October 7, 2009 for further
information regarding the change in our state of incorporation and company
name.
We are in
the development stage and have no revenues or business operations. Until May 31,
2009, we were focused on the business of developing a website to sell pashmina
and other accessories. Due to the state of the economy, the Company had
conducted virtually no business other than organizational matters, filing its
registration statement and filing periodic reports with the SEC. The Company has
since abandoned its business plan and sought an operating company with which to
merge or to acquire.
On
September 10, 2009, the Registrant entered into the Stock Purchase Agreement
with SwissINSO and its Shareholders, pursuant to which the Registrant agreed to
purchase all of the Shares of SwissINSO. The transaction was consummated on
October 19, 2009 with SwissINSO becoming a wholly-owned subsidiary of the
Registrant and the Shareholders receiving in exchange for the Shares an
aggregate of 50,000,000 shares of the Registrant’s common stock, or 65.62% of
the issued and outstanding share capital of the Registrant. At the
same time, the Registrant issued 1,097,145 shares of its common stock to the
principal shareholder of SwissINSO, Michel Gruering, upon conversion of his
existing shareholder loan to SwissINSO.
Following
the acquisition of SwissINSO and such change in control, the Registrant’s
business is now exclusively the business of SwissINSO described
below.
Business
of SwissINSO
General
SwissINSO
was incorporated in Switzerland on May 30, 2006. SwissINSO utilizes
its intellectual property assets to provide environmentally friendly, innovative
solar energy solutions and related technology to meet growing global needs.
SwissINSO’s goal is to become a world leader in turn-key solutions using
renewable energy for the purification and desalination of water and the air
cooling of buildings.
SwissINSO’s
product strategy is to provide complete solutions to the marketplace that drive
key customer value immediately, are sustainable and contribute to global energy
saving. Critical to this strategy is how SwissINSO’s proprietary
embedded technologies provide clear competitive advantage while offering
efficient “green” solutions.
Since its
inception, SwissINSO has devoted substantially all of its efforts to planning,
raising capital, research and development, determining market needs, obtaining
the rights to the technologies to be used in its business, developing markets
for its products and identifying sources for the manufacture of its
products. SwissINSO has not yet generated any revenues.
Principal
Markets
SwissINSO’s
principal markets and industries are water purification and air
cooling.
2
SwissINSO
will focus its activities on the huge and growing demand for an affordable,
localized and continuous supply of clean water in large parts of the world
experiencing supply shortage. The end-user applications include drinking water,
water for sanitary and household use and water for agricultural needs. Further
relevant categories are represented by the strategic need for mobile water
relief resulting from natural disasters, such as floods, droughts, earthquakes
and hurricanes, particularly when coupled with power breakdowns, and defense
applications, such as rapid deployment forces and strategic intervention in the
case of critical water supply being disrupted by acts of war.
SwissINSO’s
high efficiency air cooling system is aimed at the construction industry’s
continued efforts to find increasingly cost-effective alternative renewable
energy and architecturally innovative design solutions for cooling/air
conditioning of large industrial, public and commercial office sites. While
solar energy applications have thus far been used primarily as a substitute for
grid-supplied electricity, their relative inefficiency has limited their
value-add to addressing only about 30% of a building’s cooling energy needs,
accompanied by high investment cost and long payback metrics, even with
available government subsidies. SwissINSO’s system focuses on those geographic
regions with 200 or more days of sun exposure which also have the largest demand
for air conditioning.
Principal
Products
SwissINSO
will focus on the manufacture and sale of two products: a self-contained mobile
water purification and bottling unit using a proprietary membrane filtration
system and a unique, environmentally-friendly air conditioning solution for
buildings with colored cladding panels using proprietary solar glazing
technology.
Water
Purification
To
address the global shortage of clean, healthy drinking water, SwissINSO has
developed a self-contained mobile water purification and bottling unit using a
proprietary membrane filtration system, powered by highly efficient photovoltaic
solar panels and hosted in standard-sized transportable
containers. Each unit will be energy self-sufficient with minimal
operational and maintenance costs. SwissINSO believes that this
product represents the first truly “green” solution to drinking water shortages,
as it is autonomous, decentralized and sustainable and because each unit is
capable of converting brackish, sea or spoiled surface water into 100,000 liters
of high quality drinking water each day. Polluted water is
pre-filtered through an automatic self-cleaning filter for about thirty seconds
to remove solid particles and debris. Ultra-filtration by reverse
osmosis then removes all suspended solids, turbidity, viruses, bacteria and most
organic compounds. The water is forced through a series of circular
membrane plates in two separated streams – the filtrate and the
concentrate. Filtrated water is periodically backwashed to remove
more accumulated suspended solids with the purified water flowing into an
atmospheric tank or feeding a bottling line. The pumps and
compressors are powered through an array of photovoltaic
panels. SwissINSO’s target market for this product includes NGO’s,
governmental agencies, local communities, local water suppliers, water bottlers
and beverage bottlers in the Middle East, Africa, Australia, Asia, Latin America
and Southern Europe. SwissINSO has a letter of intent for the
purchase of four of these units from India.
Air
Cooling
Utilizing
a proprietary solar glazing technology, SwissINSO has developed novel thermal
solar panels that provide an energy and cost-effective air cooling solution for
the building industry. SwissINSO’s system combines water circulation
solar collectors to generate thermal energy with adsorption coolers to transform
the generated hot water into cold air to refresh the building. The
system uses solar technology colored glazed cladding panels to capture solar
radiation and convert it to heat. The panels, which are opaque to the
human eye but transparent to sunlight, form a full or partial solar envelope
around a building to maximize the heat capturing capability of the
facades. Water circulating within the panels is heated and then
converted into cold water which then cools the air flowing around it which is
then circulated through the building’s ventilation system. The panels
capture solar power via colored glazed water circulation thermal solar
collectors with a selective coating obtained by nanotechnology magnetic
sputtering deposition of titanium and silicium oxides in thin
films. The system is a totally “green” solution as it is self-powered
with solar energy, eliminates the need for grid-powered HVAC installations,
meets 100% of a building’s air cooling needs with solar power, is sustainable
and does not emit carbon dioxide. SwissINSO’s target market for this
product includes architects, property developers, building contractors and
curtain wall manufacturers in the Middle East, Africa, Australia, Asia, Latin
America, Southern Europe and the southern United States.
3
Intellectual
Property
SwissINSO
has entered into exclusive licenses for what it believes are breakthrough
technologies that will serve as the core of its business and that it believes
will provide high value to customers and also carry significant barriers to
entry. These licenses bring a breadth of fully-developed, proven
technologies to SwissINSO, thereby minimizing development time, costs and risks.
SwissINSO’s technologies include a novel, low energy consumption, reverse
osmosis filtration technology from Membran-Filtrations-Technik GmbH (“MFT”) for
treatment of water with membrane technology and a new technology of
high-transmission colored solar glass coating from Ecole Polytechnique Federale
de Lausanne (“EPFL”) for air cooling of buildings.
EPFL
Agreement
On
December 12, 2008, SwissINSO entered into a Technology Transfer and Research
Agreement with EPFL (the “EPFL Agreement”). Pursuant to the EPFL
Agreement, EPFL will transfer the scientific and technical knowledge with
respect to the technology of color glazing by magnetron sputtering for solar
thermal collectors stemming from the Solar Energy and Building Physics
Laboratory (the “Technology”) to SwissINSO in order for SwissINSO to further
develop and commercially exploit the Technology. SwissINSO shall have
the exclusive rights to the Technology for coatings by magnetron sputtering for
colored glazing of solar thermal collectors for the four (4) year term of the
agreement. The EPFL Agreement also provides for EPFL to perform
certain research work with regard to the Technology for the benefit of
SwissINSO. Pursuant to the EPFL Agreement, SwissINSO agreed to make
payments to EPFL aggregating CHF 920,000 during the term of the
agreement. An initial payment of CHF 322,800 was made to EPFL on
September 14, 2009.
MFT
Agreement
On August
10, 2009, SwissINSO entered into a Technical Cooperation Agreement with MFT (the
“MFT Agreement”). Pursuant to the MFT Agreement, MFT granted to
SwissINSO the exclusive right to manufacture, use and sell the MFT-designed
assembly of Microfiltration, Ultrafiltration, Nanofiltration and Reverse Osmosis
equipment for treating water with membrane technology (collectively, the
“Membrane Products”) using the Industrial Rights and Technical Information (as
such terms are defined in the MFT Agreement) furnished by MFT. The
MFT Agreement also contemplates MFT providing technical assistance and
consultancy and other services as requested by SwissINSO. Pursuant to
the MFT Agreement, SwissINSO agreed to make an initial payment to MFT of EURO
250,000 and royalty payments to MFT of 3% of the net selling price of
the Membrane Products (with a minimum annual royalty of EURO 30,000) during the
five (5) year term of the agreement.
For all
the terms of the EPFL Agreement and the MFT Agreement, reference is hereby made
to such agreements annexed hereto as Exhibits 10.10 and 10.11. All
statements made herein concerning such agreements are qualified by reference to
said exhibits.
Competition
A
significant and increasing number of companies have entered the sustainable
resource market universe in the recent past. Solar energy supply, as
a replacement for unsustainable fossil fuel resources, forms one aspect of this
global enterprise. Water purification is another aspect but aims, via
new technologies, to increase availability of an abundant natural resource to
meet critical global socio-economic development needs. The industry
is, however, in its infancy, and projected future global demand is very large
and growing. The key to success in this growing and evolving market
is essentially a company’s technological advantage over its competitors and its
ability rapidly to capitalize on market opportunities and sustain this advantage
over time. In the water purification and air cooling sectors in which
SwissINSO will operate, the solutions being marketed are very diverse and, at
present, address mostly broad-based application needs geared to mega-market
dynamics (e.g., general electrical energy supply and mega-desalination
facilities). Most of the companies involved in such broad-based
application needs have significantly greater financial and other resources with
which SwissINSO cannot compete. As a result, SwissINSO has
strategically elected to apply its proprietary technologies, which it believes
are four to five years ahead of its competitors, to benefit very specific and
more targeted end-user requirements - the “grid-independent” delivery of 100% of
a glass building’s air cooling energy needs and a conventional energy-free
solution to powering a best-in-class mobile water purification system - in two
self-defined niche markets where SwissINSO can make a significant and immediate
impact.
4
Employees
SwissINSO
currently has one (1) full-time employee and anticipates increasing its
headcount during the next twelve (12) months to approximately twenty-eight (28),
of which sixteen (16) will be production-related with the balance having
commercial, financial and administrative responsibilities.
MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION
AND RESULTS OF OPERATIONS
The
following discussion highlights the principal factors that have affected
SwissINSO’s financial condition and results of operations as well as our
liquidity and capital resources for the periods described. This
discussion contains forward-looking statements, as discussed
above. Please see the section entitled “Forward-Looking Statements
for a discussion of the assumptions associated with these forward-looking
statements.
The
following discussion and analysis of SwissINSO’s financial condition and results
of operations are based on the audited financial statements as of December 31,
2008 and 2007 and the unaudited financial statements as of June 30, 2009 and
2008, all of which were prepared in accordance with U.S. generally accepted
accounting principles (“GAAP”). You should read the discussion and
analysis together with such financial statements and the related notes
thereto.
Results
of Operations - Year ended December 31, 2008 compared to year ended December 31,
2007
SwissINSO
is in the development stage and did not generate any revenues for the fiscal
year ended December 31, 2008 or 2007. During the fiscal year ended
December 31, 2008, SwissINSO incurred $117,755 of selling, general and
administrative expenses consisting of travel and administrative expenses as
compared with $27,769 during the fiscal year ended December 31,
2007. SwissINSO’s net loss before foreign currency translation
adjustments during the fiscal year ended December 31, 2008 was $118,788 as
compared with $28,003 for the fiscal year ended December 31, 2007.
Results
of Operations – Six months ended June 30, 2009 compared to six months ended June
30, 2008
During
the six months ended June 30, 2009, SwissINSO incurred $262,904 of selling,
general and administrative expenses consisting of travel and administrative
expenses as compared with $35,430 during the six months ended June 30,
2008. SwissINSO’s net loss before foreign currency translation
adjustments during the six months ended June 30, 2009 was $263,831 as compared
with $35,784 for the six months ended June 30, 2008.
Liquidity
and Capital Resources
As of
June 30, 2009 and December 31, 2008, SwissINSO had a working capital deficit of
$242,435 and $28,773, respectively. SwissINSO expects significant
capital expenditures during the next twelve (12) months, contingent upon raising
capital. SwissINSO anticipates that it will need $12,000,000 for
operations for the next twelve (12) months for manufacturing, research and
development, marketing, sales channel development, general and administrative
expenses and debt payments.
On
September 10, 2009 and September 21, 2009, SwissINSO borrowed an aggregate of
$750,000 from the Registrant to meet various working capital
needs. The loan is interest-free, is secured by all of the assets of
SwissINSO and is due within the earlier of 120 days or when SwissINSO or the
Registrant consummates a sale of securities in the amount of at least
$5,000,000. However, SwissINSO does not have any other
available credit, bank financing or other external sources of liquidity and will
need to obtain substantial additional capital in order to develop its business
operations, effectuate its business plan and become profitable. In
order to obtain capital for its operations, SwissINSO will need to borrow
additional funds from the Registrant and from other lenders. There
can be no assurance that SwissINSO will be successful in obtaining such
additional funding.
If
SwissINSO is not successful in raising sufficient capital, this would have a
material adverse effect on its business, results of operations, liquidity and
financial condition.
5
Going
Concern Consideration
The
accompanying financial statements have been prepared assuming that SwissINSO
will continue as a going concern. As discussed in the notes to the
financial statements, SwissINSO is in a start-up phase, having incurred costs in
negotiating essential supply contracts and identifying market
needs. SwissINSO has no established source of revenue and has
incurred a net loss before foreign currency translation adjustments of $118,788
for the year ended December 31, 2008 ($263,831 for the six months ended June 30,
2009) and an accumulated deficit since inception of $197,624 at December 31,
2008 ($461,455 at June 30, 2009). Furthermore, under Swiss law, once
the balance sheet shows that liabilities are not covered by the realizable value
of assets, the directors of SwissINSO should notify the Swiss court unless
creditors subordinate their claims in favor of those of all other creditors to
the extent of the insufficiency. These factors raise substantial
doubt about SwissINSO’s ability to continue as a going concern. As
discussed above, management plans include obtaining additional capital through
debt and equity financing sources and arranging for the necessary subordination
of debt. The accompanying financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Off-Balance
Sheet Arrangements
We have
no off-balance sheet arrangements.
PROPERTIES
We do not
own any real estate or other properties. The Registrant’s executive
offices are located at the offices of its internal accountants, BDO Visura, at
Biopole, Route de la Corniche, 1066 Epalinges, Switzerland, and our telephone
number is 011-41-22-310-8608.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table lists, as of October 19, 2009, the number of shares of common
stock of our Company that are beneficially owned by (i) each person or entity
known to our Company to be the beneficial owner of more than five percent (5%)
of the outstanding common stock; (ii) each officer and director of our Company;
and (iii) all officers and directors as a group. Information relating to
beneficial ownership of common stock by our principal shareholders and
management is based upon information furnished by each person using “beneficial
ownership” concepts under the rules of the SEC. Under these rules, a person is
deemed to be a beneficial owner of a security if that person has or shares
voting power, which includes the power to vote or direct the voting of the
security, or investment power, which includes the power to vote or direct the
voting of the security. The person is also deemed to be a beneficial
owner of any security of which that person has a right to acquire beneficial
ownership within sixty (60) days. Under the SEC rules, more than one person may
be deemed to be a beneficial owner of the same securities, and a person may be
deemed to be a beneficial owner of securities as to which he or she may not have
any pecuniary beneficial interest. Except as noted below, each person has sole
voting and investment power.
The
percentages below are calculated based on 76,197,145 shares of our common stock
issued and outstanding as of October 19, 2009.
Name
of Beneficial Owner
|
Number
of Shares
of
Common Stock
Beneficially
Owned
|
Percent
of
Common
Stock
Beneficially
Owned
|
||||||
Michel
Gruering
|
35,597,145(1) | 46.72% | ||||||
Biopole
Route
de la Corniche
1066
Epalinges
Switzerland
|
(1) Includes 1,097,145 shares
issued to Mr. Gruering upon conversion of his $219,429 shareholder loan to
SwissINSO.
6
Name of Beneficial
Owner
|
Number
of Shares
of
Common Stock
Beneficially
Owned
|
Percent
of
Common
Stock
Beneficially Owned
|
||||||
Yves
Ducommun
Biopole
Route
de la Corniche
1066
Epalinges
Switzerland
|
5,000,000 | 6.56% | ||||||
Jean-Bernard
Wurm
29
rue Sautter
1205
Geneva
Switzerland
|
4,000,000 | 5.25% | ||||||
Clive
D. Harbutt
16
rue de la Pelisserie
1204
Geneva
Switzerland
|
1,000,000(2) | 1.31% | ||||||
All
directors and executive officers
as
a group (3 persons)
|
41,597,145 | 54.60% | ||||||
(2) Consists
of 1,000,000 shares owned by SICG S.A., of which Mr. Harbutt is the
principal shareholder, officer and director.
|
DIRECTORS
AND EXECUTIVE OFFICERS
Directors
and Executive Officers
The
following table sets forth certain information regarding the members of our
board of directors and our executive officers:
Name
|
Age
|
Positions
and Offices Held
|
||
Michel
Gruering
|
57
|
Chairman
of the Board, President and Director
|
||
Yves
Ducommon
|
58
|
Chief
Executive Officer, Chief Financial Officer, Secretary and
Director
|
||
Clive
D. Harbutt
|
52
|
Director
|
Michel
Gruering is the founder of SwissINSO and has been its President since
2006. From 2001 until 2005 he was an independent executive search
consultant specializing in career planning and recruitment. From 1996
until 2001 he was an independent management consultant specializing in IT
training solutions and economic development projects. Prior thereto,
he was International Sales Director for Sodechanges SA from 1992 until 1996 and
Executive Director, Morocco and Indonesia- Services for Societe Generale de
Surveillance SA (SGS) from 1985 until 1992. Mr. Gruering has over 20
years of experience in international business negotiations, strategic
implementation and development. He has spent a large part of his
career in Asia, the Middle East and Africa and is an expert on issues relating
to sustainable energy and resources. He has also built a successful
management consultancy business handling business expansion projects in the
Middle East and Africa, along with other regions of the developing world, and
has developed a strong network of government and NGO contacts. He is
a graduate of the Superior School of Commerce in Switzerland and holds a degree
in political science.
7
Yves
Ducommun has been Chief Executive Officer of SwissINSO since January
2009. From 2003 until 2008 he was President and Chief Executive
Officer of Hach Ultra Analytics, a manufacturer of precision sensors and
analyzers for monitoring of process quality worldwide in pharma, chemistry,
electronics, power and water applications. From 1998 until 2002 he
was Vice President, R&D and Operations and then Chief Executive Officer of
Orbisphere, a manufacturer of precision sensors and analyzers to measure
dissolved gases in industrial processes. Prior thereto, he was Sales
and Marketing Director for Felix Constructions, a manufacturer of glazed curtain
walls for high rise buildings from 1991 until 1996. He was also an
academic/lecturer at the University of California-Santa Barbara and the
University of Lausanne for nine years. Dr. Ducommun has a background
in Chemical Engineering from the Swiss Institute of Technology EPFL with a
specialization in solar energy. He holds a PhD in Technical Sciences
in the field of water chemistry and an MBA from IFIA Lausanne.
Clive D.
Harbutt is the founder and managing partner of Swiss Investment Consulting Group
SA (SICG), based in Geneva, Switzerland. SICG works closely with venture capital
funds and investors in technology, cleantech and life sciences, providing
support on the various non-scientific and technical challenges facing investors
and companies as they grow. Mr. Harbutt is also co-founder of Strategic Impact
Consulting Group S.A., which focuses on Lean Six Sigma process improvement,
internal controls, audit and pre-acquisition due diligence. Mr.
Harbutt has extensive audit, finance and accounting experience, having held
senior corporate finance positions in a number of global blue-chip companies
such as Pfizer, Howmedica, Serono and Firmenich. Born and raised in
London, England, Mr. Harbutt has worked in Latin America, the United States and
Europe. He is a qualified accountant and a Lean Six Sigma Black Belt, a member
of the American International Club of Geneva and the British-Swiss Chamber of
Commerce, and is an ambassador for the MBA program at the University of
Geneva.
There are
no familial relationships among any of our directors or
officers. None of our directors or officers is a director in any
other U.S. reporting companies. None of our directors or officers has
been affiliated with any company that has filed for bankruptcy within the last
five years. The Company is not aware of any proceedings to which any
of the Company’s officers or directors, or any associate of any such officer or
director, is a party adverse to the Company or any of the Company’s subsidiaries
or has a material interest adverse to it or any of its
subsidiaries.
Each
director of the Company serves for a term of one year or until the successor is
elected at the Company’s annual shareholders’ meeting and is qualified, subject
to removal by the Company’s shareholders. Each officer serves, at the pleasure
of the board of directors, for a term of one year and until the successor is
elected at the annual meeting of the board of directors and is
qualified.
Section
16(a) Beneficial Ownership Reporting Compliance
Section
16(a) of the Securities Exchange Act of 1934 requires officers and directors of
the Company and persons who own more than ten percent of a registered class of
the Company’s equity securities to file reports of ownership and changes in
their ownership with the Securities and Exchange Commission, and forward copies
of such filings to the Company. We believe, based solely on our review of the
copies of such forms, that during the fiscal year ended May 31, 2009, all
reporting persons complied with all applicable Section 16(a) filing
requirements.
EXECUTIVE
COMPENSATION
Summary
Compensation
Since our
incorporation on November 13, 2007, we have not paid any compensation to our
directors or officers in consideration for his services rendered to our Company
in his capacity as such. We have no employment agreements with any of our
directors or executive officers. We have no pension, health, annuity, bonus,
insurance, stock options, profit sharing or similar benefit plans.
8
Since our
incorporation on November 13, 2007, no stock options or stock appreciation
rights were granted to any of our director or executive officer. We have no
equity incentive plans.
Outstanding
Equity Awards
Our
directors or executive officers do not hold any unexercised options, stock that
had not vested, or equity incentive plan awards.
Compensation
of Directors
Since our
incorporation on November 13, 2007, no compensation has been paid to any of our
directors in consideration for their services rendered in their capacity as
directors.
Employment
Agreements
Yves
Ducommun, our Chief Executive Officer, is a party to an Employment Contract
dated December 12, 2008 with SwissINSO, our wholly-owned subsidiary, pursuant to
which he serves as Chief Executive Officer of SwissINSO for an unlimited
duration at a base salary of CHF 380,000 per year plus an annual bonus based on
his achievement of individual objectives and SwissINSO’s achievement of company
objectives. The agreement is terminable by either party on six (6)
months notice during the first year of the term and on nine (9) months notice
thereafter. For all the terms of the Employment Contract with Mr.
Ducommun, reference is hereby made to such agreement annexed hereto as Exhibit
10.12. All statements made herein concerning such agreement are
qualified by reference to said exhibit. Neither
the Registrant nor SwissINSO is a party to any other employment
agreements.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
On
November 13, 2007, a total of 6,000,000 shares of common stock were issued to
Mr. Edward Sanders, a former officer and director of the Company, all of which
were restricted securities, as defined in Rule 144 of the Rules and Regulations
of the SEC promulgated under the Securities Act. On March 10, 2009, such shares
of common stock were subject to a 10 for 1 forward stock split, resulting in Mr.
Sanders owning approximately 60,000,000 shares of common stock.
On April
20, 2009, Mr. Sanders entered into a Common Stock Purchase Agreement which
provided for the sale of 60,000,000 shares of common stock of the Company to
Albury Investments Limited, a Hong Kong limited company (“Albury”). The
consideration paid for the shares, which represented 70.59% of the then issued
and outstanding share capital of the Company on a fully-diluted basis, was
$175,000.
On
October 19, 2009, in connection with the closing of the Acquisition, the Company
cancelled 59,950,000 shares of its common stock which were held by Albury,
leaving Albury with 50,000 shares.
On
October 19, 2009, in connection with the closing of the Acquisition, the Company
issued an aggregate of 50,000,000 shares of its common stock to the Shareholders
in consideration for all the issued and outstanding shares of SwissINSO. At the
same time, the Company issued 1,097,145 shares of its common stock to Michel
Gruering in consideration of his conversion of his $219,429 shareholder loan to
SwissINSO. All of such securities were issued under Section 4(2) of
the Securities Act of 1933, as amended and Regulation S promulgated by the SEC
thereunder.
See Employment Agreements, above
for a discussion of the Employment Contract between Yves Ducommun and
SwissINSO.
Director
Independence
We are
not subject to listing requirements of any national securities exchange or
national securities association and, as a result, are not at this time required
to have our board comprised of a majority of “independent directors.” We do not
believe that any of our directors currently meet the definition of “independent”
as promulgated by the rules and regulations of the American Stock
Exchange.
9
LEGAL
PROCEEDINGS
There are
no pending legal proceedings to which the Registrant or SwissINSO is a party or
in which any director, officer or affiliate of the Registrant, any owner of
record or beneficially of more than five percent (5% ) of any class of
voting securities of the Registrant,, or security holder is a party
adverse to the Registrant or has a material interest adverse to the
Registrant. The Registrant’s property is not the subject of any pending legal
proceedings.
MARKET
PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Market Information
The
Registrant’s common stock trades on the Over The Counter Bulletin Board under
the symbol PASH.OB since May 2009.
Holders
As of
October 19, 2009, there were approximately 33 holders of record of the
Registrant’s common stock.
Dividends
We have
not declared or paid any cash dividends on our common stock nor do we anticipate
paying any in the foreseeable future. Furthermore, we expect to retain any
future earnings to finance its operations and expansion. The payment of cash
dividends in the future will be at the discretion of our Board of Directors and
will depend upon our earnings levels, capital requirements, any restrictive loan
covenants and other factors the Board considers relevant.
Securities
authorized for issuance under equity compensation plans
We do not
have any equity compensation plans.
RECENT
SALES OF UNREGISTERED SECURITIES
Pursuant
to the Stock Purchase Agreement, the Registrant issued an aggregate of
50,000,000 shares of its common stock to the Shareholders. At the
same time, the Registrant issued an additional 1,097,145 shares of its common
stock to Michel Gruering, the principal shareholder of the Registrant, upon
conversion of his $219,429 shareholder loan to SwissINSO. All such
securities were issued under Section 4(2) of the Securities Act of 1933, as
amended and Regulation S promulgated by the SEC thereunder.
DESCRIPTION
OF SECURITIES
Common
Stock
We are
authorized to issue 100,000,000 shares of common stock with par value of
$0.0001, of which 76,197,145 shares are issued and outstanding as of October 19,
2009. Each holder of shares of our common stock is entitled to one
vote per share on all matters to be voted upon by the stockholders, including
the election of directors. The holders of shares of our common stock have no
preemptive, conversion, subscription or cumulative voting rights. There is no
provision in our Certificate of Incorporation or By-laws that would delay, defer
or prevent a change in control of our Company.
Preferred
Stock
We are
authorized to issue 10,000,000 shares of preferred stock, none of which is
issued and outstanding. Our board of directors has the right, without
shareholder approval, to issue preferred shares with rights superior to the
rights of the holders of shares of common stock. As a result, preferred shares
could be issued quickly and easily, negatively affecting the rights of holders
of common shares and could be issued with terms calculated to delay or prevent a
change in control or make removal of management more difficult. Because we may
issue up to 10,000,000 shares of preferred stock in order to raise capital for
our operations, your ownership interest may be diluted which results in your
percentage of ownership in us decreasing.
10
Warrants
and Options
We do not
have any outstanding options, warrants or other securities exercisable for or
convertible into shares of our common stock.
Promissory
Notes
On
September 10, 2009 and September 21, 2009, the Registrant entered into Note
Purchase Agreements (the “Note Purchase Agreements”) with two overseas
accredited investors (the “Investors”), pursuant to which the Investors
purchased an aggregate of $750,000 of the Registrant’s 9% Promissory Note (the
“Note”). The Notes, which bears interest at the rate of 9% per annum, are due
within the earlier of 120 days or when the Registrant or SwissINSO consummates a
sale of securities in the amount of at least $5,000,000. The Registrant can
require the Investors to convert the Notes into the securities to be issued by
the Registrant in such financing. The proceeds of the Note purchases
were lent to SwissINSO.
For all
the terms of the Note Purchase Agreements, the form of the Notes issued to the
Investors, the Secured Notes issued by SwissINSO to the Registrant and the
Security Agreement between the Registrant and SwissINSO, reference is hereby
made to such documents annexed as Exhibits 10.2, 10.3, 10.4 and 10.5 to the
Current Report on Form 8-K filed with the SEC on September 15, 2009 and Exhibits
10.6 and 10.7 to the Current Report on Form 8-K filed with the SEC on September
25, 2009.
Reference
is hereby made to the Bylaws or our Certificate of Incorporation and the
applicable statutes of the State of Florida for a more complete description of
the rights and liabilities of holders of our securities.
INDEMNIFICATION
OF DIRECTORS AND OFFICERS
Our
By-laws provide our directors or officers, former directors and officers and
persons who act at our request as a director or officer of a body corporate of
which we are a shareholder or creditor shall be indemnified by us to the fullest
extent permitted by law. We believe that the indemnification
provisions in our By-laws are necessary to attract and retain qualified persons
as directors and officers.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 (the
“Securities Act”) may be permitted to directors, officers or persons controlling
us pursuant to the foregoing provisions, or otherwise, we have been advised that
in the opinion of the SEC, such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING
AND FINANCIAL DISCLOSURE
On August
3, 2009, the Registrant changed its principal independent accountants. On such
date, Moore & Associates, Chartered Accountants and Advisors, resigned from
serving as the Registrant’s independent registered public accounting firm and
the Registrant retained Seale & Beers CPAs as its principal independent
accountants. The decision to change accountants was approved by the Registrant’s
Board of Directors.
On August
27, 2009, the Registrant was informed that the PCAOB revoked the registration of
Moore & Associates because of violations of PCAOB rules and auditing
standards in auditing the financial statements, PCAOB rules and quality controls
standards and Section 10(b) of the Securities and Exchange Act of 1934 and Rule
10b-5 thereunder, and non-cooperation with a PCAOB investigation. You can find a
copy of the order at
http://www.pcaobus.org/Enforcement/Disciplinary_Proceedings/2009/08-27_Moore.pdf.
11
The Resignation of
Moore & Associates
Moore
& Associates was the independent registered public accounting firm for the
Registrant’s from November 13, 2007 (inception) until August 3, 2009. None of
Moore & Associates’ reports on the Registrant’s financial statements from
November 13, 2007 (inception) until May 31, 2009 and for the period since then
until August 3, 2009 (a) contained an adverse opinion or disclaimer of opinion,
or (b) was modified as to uncertainty, audit scope, or accounting principles, or
(c) contained any disagreements on any matters of accounting principles or
practices, financial statement disclosure, or auditing scope or procedures,
which disagreements, if not resolved to the satisfaction of Moore &
Associates, would have caused it to make reference to the subject matter of the
disagreements in connection with its reports. None of the reportable events set
forth in Item 304(a)(1)(iv) of Regulation S-K occurred during the period in
which Moore & Associates served as the Registrant’s principal independent
accountants.
However,
the report of Moore & Associates, dated July 13, 2009, on our consolidated
financial statements as of and for the year ended May 31, 2009 contained an
explanatory paragraph which noted that there was substantial doubt as to our
ability to continue as a going concern for the period November 13, 2007
(inception) to May 31, 2008 and for the fiscal year ended May 31,
2009.
The Engagement of Seale
& Beers CPAs
Prior to
August 6, 2009, the date that Seale & Beers CPAs was retained as the
principal independent accountants of the Registrant:
(1)
|
The
Registrant did not consult Seale & Beers CPAs regarding either the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered
on Registrant’s financial statements;
|
(2)
|
Neither
a written report nor oral advice was provided to the Registrant by Seale
& Beers CPAs that they concluded was an important factor considered by
the Registrant in reaching a decision as to the accounting, auditing or
financial reporting issue; and
|
(3)
|
The
Registrant did not consult Seale & Beers CPAs regarding any matter
that was either the subject of a “disagreement” (as defined in Item
304(a)(1)(iv) of Regulation S-X and the related instructions) or any of
the reportable events set forth in Item 304(a)(1)(v) of Regulation
S-X
|
Due to
the PCAOB revocation of Moore & Associates’ registration, the Company asked
Seale & Beers CPAs to re-audit the Company’s financial statements for the
year ended May 31, 2009, and those re-audited financial statements were filed
with the Amendment to the Annual Report on Form 10-K/A filed by the Registrant
on September 29, 2009.
Section
3 – Securities and Trading Markets
Item
3.02. Unregistered Sales of Equity Securities.
The
information set forth above in Item 2.01 regarding the issuance of shares to the
Shareholders of SwissINSO in connection with the Acquisition and to SwissINSO’s
principal shareholder in connection with the conversion of his shareholder loan
is hereby incorporated by reference into this Item 3.02.
Section
5 – Corporate Governance and Management
Item
5.01. Changes in Control of Registrant
The
information set forth above in Item 2.01 is hereby incorporated by reference
into this Item 5.01.
As a
result of the Acquisition and the conversion of certain shareholder debt of
SwissINSO, the principal shareholders of SwissINSO, Michel Gruering and Yves
Ducommun, will own an aggregate of 40,597,145 shares, or 53.28%, of the
Registrant’s issued and outstanding common stock.
12
Pursuant
to the terms of the Stock Purchase Agreement, the Shareholders shall have the
right to designate two (2) other directors of the Registrant and SwissINSO, in
addition to Messrs. Gruering and Ducommun. For the twelve
(12) months subsequent to the closing of the Acquisition, Edward
Sanders, who resigned as the sole officer and as a director of the Registrant
immediately prior to the closing of the Acquisition, has the right to designate
one (1) director of the Registrant and SwissINSO, who shall be reasonably
acceptable to the Shareholders. On October 13, 2009 Mr. Sanders
designated Clive D. Harbutt as a director of the Registrant, and Mr. Harbutt
began his term as director on that date. For two (2) years after the closing of
the Acquisition, there shall not be more than five (5) directors of either the
Registrant or SwissINSO.
Other
than as described above, there are no arrangements or understandings among
members of both the former and new control persons and their associates with
respect to the election of directors of the Registrant or other
matters.
By virtue
of their ownership of 53.28% of the Registrant’s issued and outstanding common
stock and their positions as the only executive officers of the Registrant and a
majority of the directors of the Registrant, Messrs. Gruering and Ducommun shall
be deemed to be in control of the Registrant.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
Upon the
consummation of the Acquisition on October 19, 2009, Edward Sanders resigned
from all his positions as an officer and a director of the
Registrant. On the same date Michel Gruering became Chairman of the
Board, President and a director of the Registrant, and Yves Ducommun became
Chief Executive Officer, Chief Financial Officer, Secretary and a director of
the Registrant. The information set forth above in Item 2.01
regarding Messrs. Gruering and Ducommun is hereby incorporated by
reference into this Item 5.02.
Item
5.06. Change in Shell Company Status.
The
information set forth in Item 1.01 of the Current Report on Form 8-K filed by
the Registrant on September 15, 2009 and the information set forth above in Item
2.01 regarding the Acquisition above are hereby incorporated by reference into
this Item 5.06 Following the consummation of the Acquisition, we
ceased being a shell company as that term is defined in Rule 12b-2 of the
Securities Exchange Act of 1934, as amended.
Section
9 - Financial Statements and Exhibits
Item
9.01. Financial Statements and Exhibits.
|
|
(a)
|
Financial
Statements of business acquired.
In
accordance with Item 9.01(a), SwissINSO’s audited financial statements for
the fiscal years ended December 31, 2008 and 2007 and SwissINSO’s
unaudited financial statements for the six-month interim periods ended
June 30, 2009 and 2008 are filed in this Current Report on Form 8-K
beginning on page F-1.
|
(b)
|
Pro
forma financial information.
In
accordance with Item 9.01(b), pro forma financial statements are filed in
this Current Report on Form 8-K beginning on page F-22.
|
(d)
|
Exhibits
|
10.9
|
Amendment
to the Stock Purchase Agreement dated October 19, 2009 among
Pashminadepot.com, Inc., SwissINSO SA, Michel Gruering, Yves Ducommun,
Jean-Bernard Wurm, Muttiah Yogananthan, Manuel de Souza, Antoine
Eigenmann, Ergoma SA, SICG S.A. and Albert Krauer.
|
|
10.10
|
Technology
Transfer and Research Agreement dated December 4, 2008 between Ecole
Polytechnique Federale de Lausanne and Swiss-Indo Trade & Invest
S.A.
|
|
13
10.11
|
Technical
Cooperation Agreement dated August 10, 2009 by and between
Membran-Filtrations-Technik GmbH and Swiss-Indo Trade and Invest
SA.
|
|
10.12
|
Employment
Contract dated December 12, 2008 between Swiss-Indo Trade & Invest SA
and Dr. Yves Ducommun.
|
|
23
|
Independent
Auditors’ Consent of EFP Rotenberg LLP dated October 21,
2009.
|
|
14
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
PASHMINADEPOT.COM,
INC.
|
|||
October
22, 2009
|
By
|
/s/
Yves Ducommun
|
|
Name: Yves
Ducommun
|
|||
Title: Chief
Executive Officer
|
|||
15
Certified Public Accountants | 1870 Winton Road
S., Suite 200 | Rochester, New York 14618 | 585-295-2400 |
EFPRotenberg.com
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Swissinso SA
Switzerland
We have
audited the accompanying balance sheets of Swissinso SA as of December 31, 2008
and 2007, and the related statements of income, stockholders' equity and
comprehensive income, and cash flows for each of the years in the two-year
period ended December 31, 2008. Swissinso SA's management is responsible
for these financial statements. Our responsibility is to express an
opinion on these financial statements based on our audits.
We
conducted our audits in accordance with the standard of the Public Company
Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the company's internal control
over financial reporting. Accordingly, we express no such opinion.
An audit also includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
materials respects, the financial position of Swissinso SA as of December 31,
2008 and 2007, and the results of its operations and its cash flows for each of
the years in a two-year period ending December 31, 2008 in conformity with
accounting principles generally accepted in the United States of
America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company's significant operating losses raise substantial doubt
about its ability to continue as a going concern. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
/s/ EFP Rotenberg, LLP
EFP Rotenberg, LLP
Rochester, New York
October 5, 2009
F-1
Balance
sheets
|
||||||||
( A
development stage company)
|
||||||||
December
31
|
||||||||
2008
|
2007
|
|||||||
USD
|
USD
|
|||||||
ASSETS
|
||||||||
Current
assets
|
||||||||
Prepaid
expense
|
$ | - | $ | 673 | ||||
- | ||||||||
Total
current assets
|
- | 673 | ||||||
Property,
plant and equipment
|
||||||||
Motor
vehicle
|
34,906 | - | ||||||
Total
property, plant and equipment
|
34,906 | - | ||||||
TOTAL
ASSETS
|
$ | 34,906 | $ | 673 | ||||
LIABILITIES
AND DEFICIT
|
||||||||
Current
liabilities
|
||||||||
Accrued
liabilities
|
$ | 28,773 | $ | 3,451 | ||||
Total
current liabilities
|
28,773 | 3,451 | ||||||
Long-term
liabilities
|
||||||||
Subordinated
debt to shareholder
|
169,811 | 38,216 | ||||||
Total
long-term liabilities
|
169,811 | 38,216 | ||||||
Total
liabilities
|
198,584 | 41,667 | ||||||
Shareholders'
deficit
|
||||||||
Share
capital, par value CHF 1,000,
|
||||||||
100
bearer shares issued and outstanding
|
80,644 | 80,644 | ||||||
Less:
subscription receivable
|
(40,322 | ) | (40,322 | ) | ||||
Contributed
capital
|
1,293 | 260 | ||||||
Deficit
accumulated during development stage
|
(197,624 | ) | (78,836 | ) | ||||
Accumulated
other comprehensive income
|
(7,669 | ) | (2,740 | ) | ||||
Total
shareholders' deficit
|
(163,678 | ) | (40,994 | ) | ||||
TOTAL
LIABILITIES AND DEFICIT
|
$ | 34,906 | $ | 673 | ||||
The
accompanying notes are an integral part of the financial
statements.
F-2
Statements
of income and comprehensive income
|
||||||||||||
(A
development stage company)
|
||||||||||||
Years
ended December 31
|
2008
|
2007
|
Inception
|
|||||||||
6/01/2006
|
||||||||||||
to
12/31/2008
|
||||||||||||
USD
|
USD
|
USD
|
||||||||||
Revenue
|
$ | - | $ | - | $ | - | ||||||
Selling,
general and administrative expense
|
(117,755 | ) | (27,769 | ) | (193,028 | ) | ||||||
Operating
loss
|
(117,755 | ) | (27,769 | ) | (193,028 | ) | ||||||
Interest
income
|
7 | |||||||||||
Interest
contributed by shareholder
|
(1,033 | ) | (234 | ) | (1,293 | ) | ||||||
Other
expense, foundation costs
|
- | - | (3,310 | ) | ||||||||
Net
loss
|
$ | (118,788 | ) | $ | (28,003 | ) | $ | (197,624 | ) | |||
Foreign
currency translation adjustment
|
(4,929 | ) | (2,569 | ) | (7,669 | ) | ||||||
Comprehensive
loss
|
(123,717 | ) | (30,572 | ) | (205,293 | ) | ||||||
Basic
and diluted net loss per share
|
$ | (1,188 | ) | $ | (280 | ) | $ | (1,976 | ) | |||
Weighted
average bearer shares outstanding
|
100 | 100 | 100 | |||||||||
The
accompanying notes are an integral part of the financial
statements.
F-3
Statements
of changes in shareholders' deficit
|
||||||||||||||||||||||||
(A
development stage company)
|
||||||||||||||||||||||||
Shares
|
Subscription
|
Contributed
|
Other
|
Accumulated
|
Total
|
|||||||||||||||||||
capital
|
receivable
|
capital
|
comprehensive
|
deficit
|
shareholders'
|
|||||||||||||||||||
income
|
deficit
|
|||||||||||||||||||||||
USD
|
USD
|
USD
|
USD
|
USD
|
USD
|
|||||||||||||||||||
Inception
June 1, 2006
|
$ | - | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||
Issuance
of bearer shares on
|
||||||||||||||||||||||||
foundation
June 1, 2006
|
80,644 | (40,322 | ) | - | - | - | 40,322 | |||||||||||||||||
Other
comprehensive income
|
||||||||||||||||||||||||
foreign
exchange adjustment
|
- | - | - | (171 | ) | - | (171 | ) | ||||||||||||||||
Net
loss December 31, 2006
|
- | - | - | - | (50,833 | ) | (50,833 | ) | ||||||||||||||||
Interest
contributed by shareholder
|
- | - | 26 | - | - | 26 | ||||||||||||||||||
Balance
December 31, 2006
|
80,644 | (40,322 | ) | 26 | (171 | ) | (50,833 | ) | (10,656 | ) | ||||||||||||||
Other
comprehensive income
|
||||||||||||||||||||||||
foreign
exchange adjustment
|
- | - | - | (2,569 | ) | - | (2,569 | ) | ||||||||||||||||
Net
loss December 31, 2007
|
||||||||||||||||||||||||
(28,003 | ) | (28,003 | ) | |||||||||||||||||||||
Interest
contributed by shareholder
|
- | - | 234 | - | - | 234 | ||||||||||||||||||
Balance
December 31, 2007
|
80,644 | (40,322 | ) | 260 | (2,740 | ) | (78,836 | ) | (40,994 | ) | ||||||||||||||
Net
loss December 31, 2008
|
- | - | - | - | (118,788 | ) | (118,788 | ) | ||||||||||||||||
Interest
contributed by shareholder
|
- | - | 1,033 | - | - | 1,033 | ||||||||||||||||||
Other
comprehensive income
|
||||||||||||||||||||||||
foreign
exchange adjustment
|
- | - | - | (4,929 | ) | - | (4,929 | ) | ||||||||||||||||
Balance
December 31, 2008
|
$ | 80,644 | $ | (40,322 | ) | $ | 1,293 | $ | (7,669 | ) | $ | (197,624 | ) | $ | (163,678 | ) | ||||||||
The
accompanying notes are an integral part of the financial
statements.
F-4
Statements
of cash flows
|
||||||||||||
(A
development stage company)
|
||||||||||||
Years
ended December 31
|
2008
|
2007
|
Inception
|
|||||||||
6/01/2006
|
||||||||||||
to
12/31/2008
|
||||||||||||
USD
|
USD
|
USD
|
||||||||||
Cash
flows from operating activities
|
||||||||||||
Deficit
accumulated during development
|
||||||||||||
stage
|
$ | (118,788 | ) | $ | (28,003 | ) | $ | (197,624 | ) | |||
Interest
contributed by shareholder
|
1,033 | 234 | 1,293 | |||||||||
Changes
in assets and liabilities
|
||||||||||||
Prepaid
expense
|
673 | (670 | ) | - | ||||||||
Accrued
liabilities
|
25,322 | 3,451 | 28,773 | |||||||||
Net
cash used by operating activities
|
(91,760 | ) | (24,988 | ) | (167,558 | ) | ||||||
Cash
flow used in investing activity
|
||||||||||||
Purchase
of a motor vehicle
|
(34,906 | ) | - | (34,906 | ) | |||||||
Net
cash used in investing activity
|
(34,906 | ) | - | (34,906 | ) | |||||||
Cash
flows from financing activity
|
||||||||||||
Subordinated
debt from shareholder
|
131,595 | 27,557 | 169,811 | |||||||||
Issuance
of bearer shares
|
- | - | 40,322 | |||||||||
Net
cash provided from financing activity
|
131,595 | 27,557 | 210,133 | |||||||||
Effect
of exchange rate
|
(4,929 | ) | (2,569 | ) | (7,669 | ) | ||||||
Cash
equivalents
|
$ | - | $ | - | $ | - | ||||||
Supplemental
cash flows disclosures:
|
||||||||||||
Interest
paid
|
- | - | - | |||||||||
Income
tax paid
|
- | - | - | |||||||||
The
accompanying notes are an integral part of the financial
statements.
F-5
SWISSINSO
SA
(A
development stage company)
Notes
to financial statements
Note 1
SIGNIFICANT ACCOUNTING POLICIES
Organization
and business
Swiss-Indo
Trade SA was founded at Marly, Fribourg on May 30, 2006 to promote industrial
application for solar powered water purification and air coating. On August 29,
2009, the Company’s name was changed to SWISSINSO SA and its seat moved to
Epalinges, Vaud.
Up to
December 31, 2008, it was active in determining market needs and identifying
sources for the manufacture of solar panel color coating and water purification
technologies. This led to an agreement dated December 4, 2008 with Ecole
Polytechnique Federale de Lausanne (EPFL) for the supply of knowledge for
revolutionary technologies for color glazing.
SWISSINSO
SA has operated as a development stage enterprise since its inception by
devoting substantially all of its efforts to planning, raising capital, research
and development, and developing markets for its products. Accordingly, the
financial statements of the Company have been prepared in accordance with the
accounting and reporting principles prescribed by the Financial Accounting
Standards Board FASB ASC 915-10 (prior authoritative literature: FASB Statement
No. 7 “Accounting and Reporting by Development Stage Enterprises”)
The
Company had no revenue from operations up to December 31, 2008.
Basis of
presentation
The
financial statements are presented in conformity with accounting principles
generally accepted in the United States of America.
F-6
Use of
estimates
These
accounting principles require management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of any
contingent assets and liabilities at the dates of the financial statements and
the reported revenues and expenses for each reporting period. Actual
results could differ from these estimates.
Fair
value of financial instruments
For
certain of the Company’s financial instruments, including prepaid expense and
accrued liabilities, the carrying amounts approximate fair values due to their
short maturities.
Currency
translation
The
Company’s accounting records are maintained in Swiss francs (CHF). Assets and
liabilities are translated into US dollars at balance sheet exchange rates.
Income and expenses are translated in US dollars at average rates for each
period.
Going
concern
The
Company is in a start-up phase having incurred costs in negotiating essential
supply contracts and identifying market needs. The Company incurred net loss of
$118,788 for the year ended December 31, 2008 and accumulated deficit of
$197,624 at December 31, 2008. Furthermore, under Swiss law once the balance
sheet shows that liabilities are not covered by the realizable value of assets,
the directors should notify the court unless creditors of the Company
subordinate their claims in favor of those of all other creditors to the extent
of the insufficiency. These factors raise substantial doubt about the
Company’s ability to continue as a going concern. Management plans include
obtaining additional capital through debt and equity financing sources and
arranging for the necessary subordination of debt. The accompanying financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
Property,
plant and equipment
Property,
plant and equipment are comprised of a motor vehicle acquired at the end of 2008
and stated at cost. This will be amortized using the straight-line method on a
useful life of 5 years starting January 1, 2009.
Selling,
general and administrative expenses
The
Company’s selling, general and administrative expenses consist of travel and
administrative expenses.
F-7
Note 2
COMMITMENTS
Under the
agreement with EPFL the Company was committed at December 31, 2008 to acquire
industrial technology over a four year period at a cost of $ 867,925 (CHF
920,000) with an initial payment of $ 283,019 (CHF 300,000) in September
2009.
Note 3
SUBORDINATED DEBT TO SHAREHOLDER
The
Company had no bank account up to December 31, 2008. All payments were funded by
Michel Gruering, the Chairman and shareholder. He subordinated his claim for
repayment of the debt of $ 169,811 (CHF 180,000) due to him at December 31, 2008
in favor of third parties. Repayment of the debt may be made once the Company’s
assets are sufficient to cover its liabilities to third parties. Imputed
interest has been recorded and recognized as contributed capital to the Company
by Mr. Gruering.
Note 4
SHARE CAPITAL
The share
capital is divided into 100 bearer shares with a par value of CHF 1,000 each. At
December 31, 2008, 50% of the stock subscriptions were paid in full. The
remaining balance has been recorded as subscription receivable in the
accompanying financial statements. The remaining balance was paid on September
3, 2009.
On
September 3, 2009 they became fully paid following payment of CHF 50,000 by the
shareholders.
Note 5
INCOME TAXES
As of
December 31, 2008 the Company had a loss carry forward amounting to USD 197,624
(CHF 206,700) for Swiss Federal taxes. It has a 10 year exemption from Swiss,
Vaud Cantonal taxes. No deferred tax benefit has been recorded from loss carry
forward due to the development stage of the Company.
Note 6
SEGMENT INFORMATION
All
expenses incurred up to December 31, 2008 related to the one segment of solar
panel color coating and water purification applications.
F-8
Note 7
SUBSEQUENT EVENTS
On
September 10, 2009, Pashminadepot.com, Inc. entered into a Stock Purchase
Agreement with the Company and its shareholders, Michel Gruering, Yves Ducommun,
Jean-Bernard Wurm, Muttiah Yogananthan, Manuel de Souza, Antoine Eigenmann,
Ergoma SA, SICG SA and Albert Krauer, pursuant to which Pashminadepot.com, Inc.
will purchase all of the shares of SWISSINSO. The purchase price for the Shares
is 50,000,000 shares of Pashminadepot.com, Inc.’s common stock. An additional
5,000,000 shares of its common stock will be issued to SWISSINSO’s principal
shareholder, Michel Gruering, in exchange for his existing shareholder loan to
SWISSINSO.
The
transactions contemplated in the Stock Purchase Agreement will be consummated
when all of the conditions and obligations of the parties are satisfied or
waived, such as the cancellation of 59,950,000 shares of the common stock of
Pashminadepot.com, Inc. currently held by Albury Investments Limited and receipt
of audited financial statements of SWISSINSO.
On
September 10, 2009 and September 21, 2009, Pashminadepot.com, Inc. lent
SWISSINSO an aggregate of USD 750,000. The loan to SWISSINSO is interest-free,
is secured by all the assets of SWISSINSO and is due within the earlier of 120
days or when SWISSINSO or Pashminadepot.com, Inc. consummates a sale of
securities in the amount of at least USD 5,000,000. SWISSINSO intends
to use such funds for working capital purposes and not for the satisfaction of
any portion of any debt or to pay back salaries or wages, other than an
aggregate of USD 75,000 which can be used for back salaries or wages incurred in
2009.
On
September 14, 2009 a payment of CHF 322,800 was made under terms of the
agreement with EPFL referred to in note 2.
On August
10, 2009 the Company entered into an agreement with Membran-Filtratins-Technik
GmbH to acquire industrial technology for water treatment. This
provides for an initial payment of EURO 250,000 due within 30 days and a minimum
annual royalty of EURO 30,000. This initial payment of EURO 250,000 has been
postponed until further notice, which will be given around the end of October or
first week of November 2009.
In
September 2009 Michel Gruering, Chairman and shareholder, received CHF 100,000
to cover fees for services rendered and costs incurred by him in 2009 for the
development of Company activities.
These
subsequent events were evaluated through October 7, 2009, the date these
financial statements were issued.
F-9
Note 8
RECENTLY ISSUED FINANCIAL STANDARDS
In
February 2007, the Financial Accounting Standards Board (“FASB”) issued FASB ASC
825-10 (Prior authoritative literature: FASB Statement No. 159, "The Fair Value
Option for Financial Assets and Financial Liabilities, including an amendment of
FASB Statement No. 115”. FASB ASC 825-10 permits entities to choose
to measure many financial instruments and certain other items at fair value at
specified election dates. FASB ASC 825-10 is effective as of the
beginning of an entity’s first fiscal year that begins after November 15,
2007. As such, the Company is required to adopt these provisions at
the beginning of the fiscal year ended December 31, 2008. The
adoption of FASB ASC 825-10 has not had a material impact on the Company’s
financial statements.
In
December 2007, the Financial Accounting Standards Board issued FASB ASC
810-10-65 (Prior authoritative literature: FASB Statement No. 160,
"Noncontrolling Interests in Consolidated Financial Statements, an amendment of
ARB No. 51”. FASB ASC 810-10-65 establishes accounting and reporting
standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. FASB ASC 810-10-65 is effective for
fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2008. As such, the Company is required to adopt
these provisions at the beginning of the fiscal year ended December 31,
2009. The Company is currently evaluating the impact of FASB ASC
810-10-65 on its financial statements but does not expect it to have a material
effect.
In March
2008, the Financial Accounting Standards Board (“FASB”) issued FASB ASC 815-10
(Prior authoritative literature: FASB Statement) No. 161, "Disclosures about
Derivative Instruments and Hedging Activities—an amendment of FASB Statement No.
133”. FASB ASC 815-10 requires enhanced disclosures about an entity’s
derivative and hedging activities. SFAS 161 is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008 with early application encouraged. As such, the
Company is required to adopt these provisions at the beginning of the fiscal
year ended December 31, 2009. The Company is currently evaluating the
impact of FASB ASC 815-10 on its financial statements but does not expect it to
have a material effect.
In May
2008, the Financial Accounting Standards Board (“FASB”) issued FASB ASC 944
(Prior authoritative literature: FASB Statement) No. 163, "Accounting for
Financial Guarantee Insurance Contracts—an interpretation of FASB Statement No.
60" FASB ASC 944 interprets Statement 60 and amends existing accounting
pronouncements to clarify their application to the financial guarantee insurance
contracts included within the scope of that Statement. FASB ASC 944
is effective for financial statements issued for fiscal years beginning after
December 15, 2008, and all interim periods within those fiscal
years. As such, the Company is required to adopt these provisions at
the beginning of the fiscal year ended December 31, 2009. The Company
is currently evaluating the impact of FASB ASC 944 on its financial statements
but does not expect it to have a material effect.
F-10
In June
2009, the Financial Accounting Standards Board issued FASB ASC 105-10 (Prior
authoritative literature: FASB Statement) No. 168, "The FASB Accounting
Standards Codification and the Hierarchy of Generally Accepted Accounting
Principles”. FASB ASC 105-10 replaces SFAS 162 and establishes the
FASB Accounting Standards Codification as the source of authoritative accounting
principles recognized by the FASB to be applied by nongovernmental entities in
the preparation of financial statements in conformity with GAAP. FASB
ASC 105-10 is effective for financial statements issued for interim and annual
periods ending after September 15, 2009. The Company is currently
evaluating the impact of FASB ASC 105-10 on its financial statements but does
not expect it to have a material effect.
Note 9
EARNING PER SHARE
The
Company had 100 shares of share capital issued and outstanding at December 31,
2008 and 2007. The net loss for the years ended December 31, 2008 and 2007 was
$118,788 and $28,003, respectively. Basic and diluted net loss per share was
$1,188 and $280 for the years endend December 31, 2008 and 2007,
respectively.
F-11
SWISSINSO
SA
|
||||||||
Balance
sheet
|
||||||||
( A
development stage company)
|
||||||||
June
30
|
Dec.
31
|
|||||||
2009
|
2008
|
|||||||
USD
|
USD
|
|||||||
(unaudited)
|
(audited)
|
|||||||
ASSETS
|
||||||||
Current
assets
|
||||||||
Prepaid
expense
|
$ | 2,069 | $ | - | ||||
Total
current assets
|
2,069 | - | ||||||
Property,
plant and equipment
|
||||||||
Motor
vehicle
|
34,906 | 34,906 | ||||||
Depreciation
|
(3,916 | ) | - | |||||
Total
property, plant and equipment
|
30,990 | 34,906 | ||||||
TOTAL
ASSETS
|
$ | 33,059 | $ | 34,906 | ||||
LIABILITIES
AND DEFICIT
|
||||||||
Current
liabilities
|
||||||||
Accrued
liabilities
|
$ | 244,504 | $ | 28,773 | ||||
Total
current liabilities
|
244,504 | 28,773 | ||||||
Long-term
liabilities
|
||||||||
Subordinated
debt to shareholder
|
219,429 | 169,811 | ||||||
Total
long-term liabilities
|
219,429 | 169,811 | ||||||
Total
liabilities
|
463,933 | 198,584 | ||||||
Shareholders'
deficit
|
||||||||
Share
capital, par value CHF 1000 each,
|
||||||||
100
shares issued and outstanding
|
80,644 | 80,644 | ||||||
Less
: subscriptions receivable
|
(40,322 | ) | (40,322 | ) | ||||
Contributed
capital
|
2,220 | 1,293 | ||||||
Deficit
accumulated during development stage
|
(461,455 | ) | (197,624 | ) | ||||
Accumulated
other comprehensive income
|
(11,961 | ) | (7,669 | ) | ||||
Total
shareholders' deficit
|
(430,874 | ) | (163,678 | ) | ||||
TOTAL
LIABILITIES AND DEFICIT
|
$ | 33,059 | $ | 34,906 | ||||
The
accompanying notes are an integral part of the financial
statements.
F-12
Statements
of income and comprehensive income
|
||||||||||||
(unaudited)
|
||||||||||||
(A
development stage company)
|
||||||||||||
6
months ended June 30
|
2009
|
2008
|
Inception
|
|||||||||
6/01/2006
|
||||||||||||
to
06/30/2009
|
||||||||||||
USD
|
USD
|
USD
|
||||||||||
Revenue
|
$ | - | $ | - | $ | - | ||||||
Selling,
general and administrative expense
|
(262,904 | ) | (35,430 | ) | (455,932 | ) | ||||||
Operating
loss
|
(262,904 | ) | (35,430 | ) | (455,932 | ) | ||||||
Interest
income
|
- | - | 7 | |||||||||
Interest
contributed by shareholder
|
(927 | ) | (354 | ) | (2,220 | ) | ||||||
Other
expense, foundation costs
|
- | - | (3,310 | ) | ||||||||
Net
loss
|
(263,831 | ) | (35,784 | ) | (461,455 | ) | ||||||
Foreign
currency translation adjustment
|
(4,292 | ) | (4,790 | ) | (8,069 | ) | ||||||
Comprehensive
loss
|
(268,123 | ) | (40,574 | ) | (469,524 | ) | ||||||
Basic
and diluted net loss per share
|
$ | (2,638 | ) | $ | (358 | ) | $ | (4,615 | ) | |||
Weighted
average bearer shares outstanding
|
100 | 100 | 100 | |||||||||
The
accompanying notes are an integral part of the financial
statements.
F-13
Statements
of changes in shareholders' deficit
|
||||||||||||||||||||||||
(A
development stage company)
|
||||||||||||||||||||||||
6
months ended June 30, 2009
|
||||||||||||||||||||||||
Shares
|
Subscription
|
Contributed
|
Other
|
Accumulated
|
Total
|
|||||||||||||||||||
capital
|
receivable
|
capital
|
comprehensive
|
deficit
|
shareholders'
|
|||||||||||||||||||
income
|
deficit
|
|||||||||||||||||||||||
USD
|
USD
|
USD
|
USD
|
USD
|
USD
|
|||||||||||||||||||
Balance
December 31, 2008
|
$ | 80,644 | $ | (40,322 | ) | $ | 1,293 | $ | (7,669 | ) | $ | (197,624 | ) | $ | (163,678 | ) | ||||||||
Net
loss June 30, 2009
|
- | - | - | - | (263,831 | ) | (263,831 | ) | ||||||||||||||||
Interest
contribued by shareholder
|
- | - | 927 | - | - | 927 | ||||||||||||||||||
Other
comprehensive income
|
||||||||||||||||||||||||
foreign
exchange adjustment
|
- | - | - | (4,292 | ) | - | (4,292 | ) | ||||||||||||||||
Balance
June 30, 2009
|
$ | 80,644 | $ | (40,322 | ) | $ | 2,220 | $ | (11,961 | ) | $ | (461,455 | ) | $ | (430,874 | ) | ||||||||
The
accompanying notes are an integral part of the financial
statements.
F-14
Statements
of cash flows
|
||||||||||||
(unaudited)
|
||||||||||||
(A
development stage company)
|
||||||||||||
6
months ended June 30
|
2009
|
2008
|
Inception
|
|||||||||
6/01/2006
|
||||||||||||
to
06/30/2009
|
||||||||||||
USD
|
USD
|
USD
|
||||||||||
Cash
flows from operating activities
|
||||||||||||
Deficit
accumulated during development
|
||||||||||||
stage
|
(263,831 | ) | (35,784 | ) | (461,455 | ) | ||||||
Interest
contributed by shareholder
|
927 | 354 | 2,220 | |||||||||
Depreciation
|
3,916 | - | 3,916 | |||||||||
Changes
in assets and liabilities
|
||||||||||||
Prepaid
expense
|
(2,069 | ) | - | (2,069 | ) | |||||||
Accrued
liabilities
|
215,731 | (3,451 | ) | 244,504 | ||||||||
Net
cash used by operating activities
|
(45,326 | ) | (38,881 | ) | (212,884 | ) | ||||||
Cash
flow used in investing activity
|
||||||||||||
Purchase
of a motor vehicle
|
- | - | (34,906 | ) | ||||||||
Net
cash used in investing activities
|
- | - | (34,906 | ) | ||||||||
Cash
flows from financing activity
|
||||||||||||
Subordinated
debt to shareholder
|
49,618 | 43,671 | 219,429 | |||||||||
Issuance
of bearer shares
|
- | - | 40,322 | |||||||||
Net
cash provided by financing activity
|
49,618 | 43,671 | 259,751 | |||||||||
Effect
of exchange rate
|
(4,292 | ) | (4,790 | ) | (11,961 | ) | ||||||
Cash
equivalents
|
- | - | - | |||||||||
Supplemental
cash flows disclosures:
|
||||||||||||
Interest
paid
|
- | - | - | |||||||||
Income
tax paid
|
- | - | - | |||||||||
The
accompanying notes are an integral part of the financial
statements.
F-15
SWISSINSO
SA
(A
development stage company)
Notes
to financial statements
Note 1
SIGNIFICANT ACCOUNTING POLICIES
Organization
and business
Swiss-Indo
Trade SA was founded at Marly, Fribourg on May 30, 2006 to promote industrial
application for solar powered water purification and air coating. On August 29,
2009 the Company’s name was changed to SWISSINSO SA and its seat moved to
Epalinges, Vaud.
Up to
June 30, 2009 it was active in determining market needs and identifying sources
for the manufacture of solar panel color coating and water purification
technologies. This led to an agreement dated December 4, 2008 with Ecole
Polytechnique Federale de Lausanne (EPFL) for the supply of knowledge for
revolutionary technologies for color glazing.
SWISSINSO
SA has operated as a development stage enterprise since its inception by
devoting substantially all of its efforts to planning, raising capital, research
and development, and developing markets for its products. Accordingly, the
financial statements of the Company have been prepared in accordance with the
accounting and reporting principles prescribed by the Financial Accounting
Standards Board FASB ASC 915-10 (prior authoritative literature: FASB Statement
No. 7 “Accounting and Reporting by Development Stage Enterprises”)
The
Company had no revenue from operations up to June 30, 2009.
Basis of
presentation
The
financial statements are presented in conformity with accounting principles
generally accepted in the United States of America. It is
management’s opinion that all adjustments necessary for a fair statement of the
results for the interim periods have been made. All adjustments are
of normal recurring nature.
F-16
Use of
estimates
These
accounting principles require management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of any
contingent assets and liabilities at the dates of the financial statements and
the reported revenues and expenses for each reporting period. Actual results
could differ from these estimates.
Fair
Value of Financial Instruments
For
certain of the Company’s financial instruments, including prepaid expense and
accrued liabilities, the carrying amounts approximate fair values due to their
short maturities.
Currency
translation
The
Company’s accounting records are maintained in Swiss francs (CHF). Assets and
liabilities are translated into US dollars at balance sheet exchange rates.
Income and expenses are translated in US dollars at average rates for each
period.
Going
concern
The
Company is in a start-up phase having incurred costs in negotiating essential
supply contracts and identifying market needs. The Company incurred net loss of
$263,831 for the 6 months ended June 30, 2009 and accumulated deficit of
$461,455 at June 30, 2009. Furthermore, under Swiss law once the
balance sheet shows that liabilities are not covered by the realizable value of
assets, the directors should notify the court unless creditors of the Company
subordinate their claims in favor of those of all other creditors to the extent
of the insufficiency. These factors raise substantial doubt about the
Company’s ability to continue as a going concern. Management plans include
obtaining additional capital through debt and equity financing sources and
arranging for the necessary subordination of debt. The accompanying financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
Property,
plant and equipment
Property,
plant and equipment are comprised of a motor vehicle acquired at the end of
2008. This is being amortized using the straight-line method on a useful life of
5 years starting January 1, 2009.
Selling,
general and administrative expenses
The
Company’s selling, general and administrative expenses consist of travel and
administrative expenses.
F-17
Note 2
COMMITMENTS
Under the
agreement with EPFL, the Company was committed at June 30, 2009 to acquire
industrial technology over a four years period at a cost of $ 844,037 (CHF
920,000) with an initial payment of $ 275,229 (CHF 300,000) in September
2009.
Note 3
SUBORDINATED DEBT TO SHAREHOLDERS
The
Company had no bank account up to June 30, 2009. All payments were funded by
Michel Gruering, the Chairman and shareholder. He subordinated his claim for
repayment of the debt of $ 169,811 (CHF 180,000) due to him at December 31, 2008
in favor of third parties. Repayment of the debt may be made once the Company’s
assets are sufficient to cover its liabilities to third parties. Imputed
interest has been recorded and recognized as contributed capital to the Company
by Mr. Gruering.
Note 4
SHARE CAPITAL
The share
capital is divided into 100 bearer shares with a par value of CHF 1,000 each. At
June 30, 2009, 50% of the stock subscriptions was paid in full. The remaining
balance has been recorded as subscription receivable in the accompanying
financial statements. The remaining balance was paid on September 3,
2009.
On
September 3, 2009, they became fully paid following payment of CHF 50,000 by the
shareholders.
Note 5
INCOME TAXES
As of
June 30, 2009 the Company had a loss carry forward amounting to USD
461,455 (CHF 503,882) for Swiss Federal
taxes. It has a 10 year exemption from Swiss, Vaud Cantonal taxes. No deferred
tax benefit has been recorded from loss carry forward due to the development
stage of the Company.
Note 6
SEGMENT INFORMATION
All
expenses incurred up to June 30, 2009 related to the one segment of solar panel
color coating and water purification applications.
F-18
Note 7
SUBSEQUENT EVENTS
On
September 10, 2009, Pashminadepot.com, Inc. entered into a Stock Purchase
Agreement with the Company and its shareholders, Michel Gruering, Yves Ducommun,
Jean-Bernard Wurm, Muttiah Yogananthan, Manuel de Souza, Antoine Eigenmann,
Ergoma SA, SICG SA and Albert Krauer, pursuant to which Pashminadepot.com, Inc.
will purchase all of the shares of SWISSINSO. The purchase price for the Shares
is 50,000,000 shares of Pashminadepot.com, Inc.’s common stock. An additional
5,000,000 shares of its common stock will be issued to SWISSINSO’s principal
shareholder, Michel Gruering, in exchange for his existing shareholder loan to
SWISSINSO.
The
transactions contemplated in the Stock Purchase Agreement will be consummated
when all of the conditions and obligations of the parties are satisfied or
waived, such as the cancellation of 59,950,000 shares of the common stock of
Pashminadepot.com, Inc. currently held by Albury Investments Limited and receipt
of audited financial statements of SWISSINSO.
On
September 10, 2009 and September 21, 2009, Pashminadepot.com, Inc. lent
SWISSINSO an aggregate of USD 750,000. The loan to SWISSINSO is interest-free,
is secured by all the assets of SWISSINSO and is due within the earlier of 120
days or when SWISSINSO or Pashminadepot.com, Inc. consummates a sale of
securities in the amount of at least USD 5,000,000. SWISSINSO intends
to use such funds for working capital purposes and not for the satisfaction of
any portion of any debt or to pay back salaries or wages, other than an
aggregate of USD 75,000 which can be used for back salaries or wages incurred in
2009.
On
September 14, 2009, a payment of CHF 322,800 was made under terms of the
agreement with EPFL referred to in note 2.
On August
10, 2009, the Company entered into an agreement with Membran-Filtrations-Technik
GmbH to acquire industrial technology for water treatment. This
provides for an initial payment of EURO 250,000 due within 30 days and a minimum
annual royalty of EURO 30,000. This initial payment of EURO 250,000 has been
postponed until further notice, which will be given around the end of October or
first week of November 2009.
In
September 2009, Michel Gruering, Chairman and shareholder, received CHF 100,000
to cover fees for services rendered and costs incurred by him in 2009 for the
development of Company activities.
These
subsequent events were evaluated through October 7, 2009, the date these
financial statements were issued.
F-19
Note 8
RECENTLY ISSUED FINANCIAL STANDARDS
In
February 2007, the Financial Accounting Standards Board (“FASB”) issued FASB ASC
825-10 (Prior authoritative literature: FASB Statement No. 159, "The Fair Value
Option for Financial Assets and Financial Liabilities, including an amendment of
FASB Statement No. 115”. FASB ASC 825-10 permits entities to choose
to measure many financial instruments and certain other items at fair value at
specified election dates. FASB ASC 825-10 is effective as of the
beginning of an entity’s first fiscal year that begins after November 15,
2007. As such, the Company is required to adopt these provisions at
the beginning of the fiscal year ended December 31, 2008. The
adoption of FASB ASC 825-10 has not had a material impact on the Company’s
financial statements.
In
December 2007, the Financial Accounting Standards Board issued FASB ASC
810-10-65 (Prior authoritative literature: FASB Statement No. 160,
"Noncontrolling Interests in Consolidated Financial Statements, an amendment of
ARB No. 51”. FASB ASC 810-10-65 establishes accounting and reporting
standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. FASB ASC 810-10-65 is effective for
fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2008. As such, the Company is required to adopt
these provisions at the beginning of the fiscal year ended December 31,
2009. The Company is currently evaluating the impact of FASB ASC
810-10-65 on its financial statements but does not expect it to have a material
effect.
In March
2008, the Financial Accounting Standards Board (“FASB”) issued FASB ASC 815-10
(Prior authoritative literature: FASB Statement) No. 161, "Disclosures about
Derivative Instruments and Hedging Activities—an amendment of FASB Statement No.
133”. FASB ASC 815-10 requires enhanced disclosures about an entity’s
derivative and hedging activities. SFAS 161 is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008 with early application encouraged. As such, the
Company is required to adopt these provisions at the beginning of the fiscal
year ended December 31, 2009. The Company is currently evaluating the
impact of FASB ASC 815-10 on its financial statements but does not expect it to
have a material effect.
In May
2008, the Financial Accounting Standards Board (“FASB”) issued FASB ASC 944
(Prior authoritative literature: FASB Statement) No. 163, "Accounting for
Financial Guarantee Insurance Contracts—an interpretation of FASB Statement No.
60" FASB ASC 944 interprets Statement 60 and amends existing accounting
pronouncements to clarify their application to the financial guarantee insurance
contracts included within the scope of that Statement. FASB ASC 944
is effective for financial statements issued for fiscal years beginning after
December 15, 2008, and all interim periods within those fiscal
years. As such, the Company is required to adopt these provisions at
the beginning of the fiscal year ended December 31, 2009. The Company
is currently evaluating the impact of FASB ASC 944 on its financial statements
but does not expect it to have a material effect.
F-20
In May
2009, the Financial Accounting Standards Board (“Board”) issued FASB ASC 855-10
(Prior authoritative literature: FASB Statement No. 165, “Subsequent Events”).
FASB ASC 855-10 establishes principles and requirements for subsequent events.
FASB ASC 855-10 is effective for interim or annual financial periods ending
after June 15, 2009. As such, the Company is required to adopt this standard in
the current period. Adoption of FASB ASC 855-10 did note have a significant
effect on the Company’s financial statements.
In June
2009, the Financial Accounting Standards Board issued FASB ASC 105-10 (Prior
authoritative literature: FASB Statement) No. 168, "The FASB Accounting
Standards Codification and the Hierarchy of Generally Accepted Accounting
Principles”. FASB ASC 105-10 replaces SFAS 162 and establishes the
FASB Accounting Standards Codification as the source of authoritative accounting
principles recognized by the FASB to be applied by nongovernmental entities in
the preparation of financial statements in conformity with GAAP. FASB
ASC 105-10 is effective for financial statements issued for interim and annual
periods ending after September 15, 2009. The Company is currently
evaluating the impact of FASB ASC 105-10 on its financial statements but does
not expect it to have a material effect.
Note 9
EARNING PER SHARE
The
Company had 100 shares of share capital issued and outstanding at June 30, 2009.
The net loss for the 6 months ended June 30, 2009 and 2008 was $263,831 and
$35,784, respectly. Basic and diluted net loss per share was $2,638 and $358 for
the 6 months ended June 30, 2009 and 2008, respectively.
F-21
Pro Forma
Consolidated Balance Sheet
Pashminadepot.com,
Inc.
Pashminadepot.com,
Inc.
|
SwissInso
|
Pro
Forma adjustments
|
Pro
Forma Consolidated
|
|||||||||||||
8/31/2009
|
6/30/2009
|
as
of closing date
|
as
of closing date
|
|||||||||||||
USD
|
USD
|
|||||||||||||||
(unaudited)
|
(unaudited)
|
(unaudited)
|
(unaudited)
|
|||||||||||||
ASSETS
|
||||||||||||||||
Current
assets
|
||||||||||||||||
Cash
|
$ | 3,236 | $ | - | $ | - | $ | 3,236 | ||||||||
Prepaid
expense
|
$ | - | 2,069 | $ | - | $ | 2,069 | |||||||||
- | ||||||||||||||||
Total
current assets
|
3,236 | 2,069 | - | $ | 5,305 | |||||||||||
Property,
plant and equipment
|
||||||||||||||||
Motor
vehicle
|
- | 34,906 | - | $ | 34,906 | |||||||||||
Accumulated
depreciation
|
(3,916 | ) | - | $ | (3,916 | ) | ||||||||||
Total
property, plant and equipment
|
- | 30,990 | - | $ | 30,990 | |||||||||||
TOTAL
ASSETS
|
$ | 3,236 | $ | 33,059 | $ | - | $ | 36,295 | ||||||||
LIABILITIES
AND DEFICIT
|
||||||||||||||||
Current
liabilities
|
||||||||||||||||
Accrued
liabilities
|
9,113 | $ | 244,504 | - | $ | 253,617 | ||||||||||
Note
payable - Non related party
|
17,000 | $ | - | $ | 17,000 | |||||||||||
Total
current liabilities
|
26,113 | 244,504 | - | $ | 270,617 | |||||||||||
Long-term
liabilities
|
||||||||||||||||
Subordinated
debt to shareholder
|
- | 219,429 | (219,429 | ) | (1) | $ | - | |||||||||
Total
long-term liabilities
|
- | 219,429 | (219,429 | ) | $ | - | ||||||||||
Total
liabilities
|
26,113 | 463,933 | (219,429 | ) | $ | 270,617 | ||||||||||
Shareholders'
deficit
|
||||||||||||||||
Common
stock, 76,197,145 shares issued and outstanding
|
||||||||||||||||
by
Pashminadepot.com, Inc., $0.0001 par value
|
8,505 | 80,644 | (81,529 | ) | (2) | $ | 7,620 | |||||||||
Less:
subscriptions receivable
|
- | (40,322 | ) | 40,322 | (5) | $ | - | |||||||||
Additional
paid in capital
|
22,520 | 2,220 | 206,734 | (3) | $ | 231,474 | ||||||||||
Deficit
accumulated during development stage
|
(53,902 | ) | (461,455 | ) | 53,902 | (4) | $ | (461,455 | ) | |||||||
Accumulated
other comprehensive income
|
- | (11,961 | ) | - | $ | (11,961 | ) | |||||||||
Total
shareholders' deficit
|
(22,877 | ) | (430,874 | ) | 219,429 | (234,322 | ) | |||||||||
TOTAL
LIABILITIES AND DEFICIT
|
$ | 3,236 | $ | 33,059 | $ | 36,295 | ||||||||||
Note:
capital stock has been restated to reflect
|
||||
51,097,145
additional shares by Pashminadepot.com, Inc.
|
||||
to
purchase all outstanding stock of SwissInso per
|
||||
stock
purchase agreement dated 9/10/2009 and
|
||||
cancellation
of 59,950,000 shares of common stock
|
||||
held
by Albury Investments Limited, and conversion
|
||||
of
subordinated debt to shareholder to additional
|
||||
paid
in capital for Michel Gruering.
|
(1) To eliminate subordinated debt to
shareholder resulting from issuance of 1,097,145 shares of common stocks to
Michel
Gruering per stock purchase agreement, and adjust additional paid in capital for
the conversion.
(2) To eliminate share capital of
SwissInso due to recapitalization and reconcile to the total shares o/s
after the
stock purchase agreement is executed to 76,197,145 shares per
below:
total
shares o/s at 8/31/2009
|
85,050,000
|
||
additional
shares to acquire
|
|||
all
of SwissInso's capital:
|
51,097,145
|
||
cancellation
of shares held
|
|||
by
Albury Investments Limited:
|
(59,950,000)
|
||
total
shares o/s for pro forma
|
76,197,145
|
(3) To eliminate APIC from
Pashminadepot.com, Inc. and adjust the debt conversion related to Michel
Gruering, and treat
SwissInso as the accounting acquirer of the stock recapitalization.
(4) To eliminate accumulated deficit
from Pashminadepot.com, Inc. and treat SwissInso as the accounting
acquirer
of the stock recapitalization.
(5) To eliminate the subscription
receivable since the remaining bearer shares were fully paid in Sept.
2009
F-22
Pro Forma
Consolidated Statement of Operations
Pashminadepot.com,
Inc.
Pashminadepot.com,
Inc.
|
SwissInso
|
Pro
Forma adjustments
|
Pro
Forma Consolidated
|
|||||||||||||
for
the year ended
|
for
the year ended
|
|||||||||||||||
5/31/2009
|
12/31/2008
|
|||||||||||||||
USD
|
USD
|
|||||||||||||||
(audited)
|
(unaudited)
|
(unaudited)
|
||||||||||||||
Revenue
|
$ | - | $ | - | $ | - | ||||||||||
Selling,
general and administrative expense
|
(29,123 | ) | (117,755 | ) | - | (146,878 | ) | |||||||||
Total
expenses
|
(29,123 | ) | (117,755 | ) | - | (146,878 | ) | |||||||||
Interest
contributed by shareholder
|
- | (1,033 | ) | 1,033 | (6) | - | ||||||||||
Net
loss
|
$ | (29,123 | ) | $ | (118,788 | ) | $ | 1,033 | $ | (146,878 | ) | |||||
Foreign
currency translation adjustment
|
- | (4,929 | ) | - | (4,929 | ) | ||||||||||
Comprehensive
loss
|
- | (123,717 | ) | - | (151,807 | ) | ||||||||||
Basic
and diluted net loss per share
|
$ | (0.00 | ) | $ | (1,188 | ) | $ | - | $ | (0.00 | ) | |||||
Weighted
average shares outstanding
|
73,356,164 | 100 | - | 76,197,145 | ||||||||||||
total
shares o/s at 5/31/2009
|
85,050,000
|
||||||
additional
shares to acquire
|
|||||||
all
of SwissInso's capital:
|
51,097,145
|
||||||
cancellation
of shares held
|
|||||||
by
Albury Investments Limited:
|
(59,950,000)
|
||||||
total
shares o/s for pro forma
|
76,197,145
|
||||||
(6) To eliminate interest
contributed by shareholder since the subordinated debt has been converted to
capital.
F-23
Pro Forma
Consolidated Statement of Operations
Pashminadepot.com,
Inc.
Pashminadepot.com,
Inc.
|
SwissInso
|
Pro
Forma adjustments
|
Pro
Forma Consolidated
|
|||||||||||||
for
the six months ended
|
for
the six months ended
|
|||||||||||||||
8/31/2009
|
6/30/2009
|
|||||||||||||||
USD
|
USD
|
|||||||||||||||
(unaudited)
|
(unaudited)
|
(unaudited)
|
||||||||||||||
Revenue
|
$ | - | $ | - | $ | - | ||||||||||
Selling,
general and administrative expense
|
(24,500 | ) | (262,904 | ) | - | (287,404 | ) | |||||||||
Total
expenses
|
(24,500 | ) | (262,904 | ) | - | (287,404 | ) | |||||||||
Interest
contributed by shareholder
|
- | (927 | ) | 927 | (7) | - | ||||||||||
interest
expense
|
(107 | ) | - | - | (107 | ) | ||||||||||
Net
loss
|
$ | (24,607 | ) | $ | (263,831 | ) | $ | 927 | $ | (287,511 | ) | |||||
Foreign
currency translation adjustment
|
- | (4,292 | ) | - | (4,292 | ) | ||||||||||
Comprehensive
loss
|
- | (268,123 | ) | - | (291,803 | ) | ||||||||||
Basic
and diluted net loss per share
|
$ | (0.00 | ) | $ | (2,638 | ) | $ | - | $ | (0.00 | ) | |||||
Weighted
average shares outstanding
|
85,015,761 | 100 | - | 76,197,145 | ||||||||||||
total
shares o/s at 8/31/2009
|
85,050,000
|
||||||
additional
shares to acquire
|
|||||||
all
of SwissInso's capital:
|
51,097,145
|
||||||
cancellation
of shares held
|
|||||||
by
Albury Investments Limited:
|
(59,950,000)
|
||||||
total
shares o/s for pro forma
|
76,197,145
|
||||||
(7) To eliminate interest
contributed by shareholder since the subordinated debt has been converted
to capital.
F-24
NOTES
TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
On
October 19, 2009, the Registrant consummated the acquisition (the “Acquisition”)
of all of the shares (the “Shares”) of SwissINSO SA (“SwissINSO”) from its
shareholders as contemplated under a Stock Purchase Agreement dated September
10, 2009 among the Registrant, SwissINSO and its shareholders. The
aggregate consideration for the Acquisition was 50,000,000 shares of the
Registrant’s common stock.
At the
same time, the Registrant issued 1,097,145 shares of its common stock to
SwissINSO’s principal shareholder, Michel Gruering, upon conversion
of his existing shareholder loan to SwissINSO, and 59,950,000 shares of the
Registrant’s common stock were cancelled by its principal shareholder, Albury
Investments Ltd.
The
unaudited pro forma consolidated balance sheet of the Registrant as of August
31, 2009 is presented as if the Acquisition occurred as of August 31,
2009. The unaudited pro forma consolidated statement of operations of
the Registrant for the year ended May 31, 2009 and the interim period ended
August 31, 2009 give effect to the Acquisition and certain adjustments that are
directly attributable to the Acquisition.
In the
opinion of the Registrant and the management of SwissINSO, all adjustments
and/or disclosures necessary for a fair presentation of the pro forma data have
been made. These pro forma consolidated financial statements are
presented for illustrative purposes only and are not necessarily indicative of
the operating results or the financial position that would have been achieved
had the Acquisition actually been consummated as of the dates indicated or of
the results that may be obtained in the future.
These pro
forma consolidated financial statements and notes thereto should be read in
conjunction with the Registrant’s financial statements and the notes thereto as
of and for the year ended May 31, 2009 and the three months ended August 31,
2009.
(A) BASIS
OF PRESENTATION
The
unaudited pro forma consolidated financial statements have been prepared to
reflect stock recapitalization of the Registrant and SwissINSO. These
unaudited pro forma consolidated financial statements are based on the
historical financial statements of the Registrant and SwissINSO. The
historical financial statements of the Registrant and SwissINSO have been
prepared in conformity with the accounting principles generally accepted in the
United States of America (U.S. GAAP).
F-25