Solo International, Inc - FORM 10-Q

Attached files

file	filename
EX-31.2 - CERTIFICATION - Solo International, Inc	ex312.htm
EX-31.1 - CERTIFICATION - Solo International, Inc	ex311.htm
EX-32.1 - CERTIFICATION - Solo International, Inc	ex321.htm
EXCEL - IDEA: XBRL DOCUMENT - Solo International, Inc	Financial_Report.xls

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2013

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

For the transition period from ______ to _______

Commission File Number 333-170096

SOLO INTERNATIONAL, INC.

(Name of small business issuer in its charter)

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

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

	(702) 330-3285
	(Registrant’s telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No (Not required)

Yes [X] No [ ]

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

Large Accelerated Filer	o	Accelerated Filer	o

Non-Accelerated Filer	o	Smaller Reporting Company	x

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

Yes [ ] No [X]

As of April 30, 2013, there were 288,200,000 shares of the registrant’s $0.001 par value common stock issued and outstanding.

SOLO INTERNATIONAL, INC. *

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION		Page

ITEM 1.	FINANCIAL STATEMENTS	3
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	4
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	7
ITEM 4.	CONTROLS AND PROCEDURES	7

PART II. OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS	8
ITEM 1A.	RISK FACTORS	8
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	8
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	8
ITEM 4.	MINE SAFETY DISCLOSURES	8
ITEM 5.	OTHER INFORMATION	8
ITEM 6.	EXHIBITS	9

	SIGNATURES	10

Special Note Regarding Forward-Looking Statements

Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Solo International, Inc. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," “SLIO,” “SOLO,” the "Company," refers to Solo International, Inc.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SOLO INTERNATIONAL, INC.

(An Exploration Stage Company)

Consolidated Financial Statements

(Expressed in US dollars)

March 31, 2013

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

Table of Contents

SOLO INTERNATIONAL, INC.

(An Exploration Stage Company)

CONSOLIDATED BALANCE SHEETS

	March 31, 2013 (unaudited)			September 30, 2012 (audited)
ASSETS
Current
Cash	$	12,906		$	44,561
Prepaid expense		4,475			4,593
Total Current Assets		17,381			49,154
Total Assets	$	17,381		$	49,154

LIABILTIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)
Current liabilities
Accounts payable and accrued expenses	$	50,583		$	29,592
Advances from related parties		6,417			6,417
Convertible promissory notes, net (Note 5)		463,495			321,421
Total Current Liabilities		520,495			357,430

STOCKHOLDERS’ EQUITY (DEFICIENCY)
Common stock: 900,000,000 shares authorized, at $0.001 par value 288,200,000 shares issued and outstanding as at March 31, 2013 and September 30, 2012		288,200			288,200
Capital in excess of par value		42,843			8,351
Deficit accumulated during the exploration stage		(834,157	)		(604,827	)
Total Stockholders’ Equity (Deficiency)		(503,114	)		(308,276	)
Total Liabilities and Stockholders’ Equity (Deficiency)	$	17,381		$	49,154

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

Table of Contents

F-1

SOLO INTERNATIONAL, INC.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

For the three month and six month periods ended March 31, 2013 and 2012

and for the period from

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

(Unaudited)

	Three months ended March 31,						Six months ended March 31,						April 30, 2010 (date of inception) to March 31,
	2013			2012			2013			2012			2013

REVENUE	$	-		$	-		$	-		$	-		$	-

EXPENSES
Exploration expense		-			-			13,753			-			31,568
Professional fees		19,259			17,890			33,981			45,440			110,313
Management fees		7,500			7,500			15,000			15,000			45,000
Impairment on mineral claims		-			85,000			-			205,000			225,000
Other general and administrative expenses		22,392			23,042			47,147			37,076			120,054
OPERATING LOSS		(49,151	)		(133,432	)		(109,881	)		(302,516	)		(531,935	)

OTHER INCOME (EXPENSES)
Interest expenses		(50,623	)		(46,300	)		(119,449	)		(57,203	)		(302,222	)

NET LOSS	$	(99,774	)	$	(179,732	)		(229,330	)		(359,719	)		(834,157	)

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

Weighted average number of shares outstanding, basic and diluted		288,200,000			388,000,000			288,200,000			388,000,000

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

Table of Contents

F-2

SOLO INTERNATIONAL, INC,

(An Exploration Stage Company)

STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIENCY

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

									Accumulated
									Deficit
							Capital in		During the
	Common Stock						Excess of		development
	Shares		Amount				Par value		Stage			Total
Balance April 30, 2010		-		$	-		$	-	$	-		$	-
Issuance of common shares for cash		300,000,000			300,000			(297,000		-			3,000
Issuance of common shares for cash		72,000,000			72,000			(57,600		-			14,400
Issuance of common shares for cash		16,000,000			16,000			(11,200		-			4,800
Net loss for the period		-			-			-		(714	)		(714	)
Balance, September 30, 2010		388,000,000			388,000			(365,800		(714	)		21,486
Net loss for the year ended September 30, 2011		-			-			-		(25,360	)		(25,360	)
Balance, September 30, 2011		388,000,000			388,000			(365,800		(26,074	)		(3,874	)
Beneficial conversion features		-			-			197,176		-			197,176
Valuation of warrants		-			-			57,175		-			57,175
Shares returned		(100,000,000			(100,000	)		100,000		-			-
Issuance of common shares for property		200,000			200			19,800		-			20,000
Net loss for the year ended September 30, 2012		-			-			-		(578,753	)		(578,753	)
Balance, September 30, 2012		288,200,000			288,200			8,351		(604,827	)		(308,276	)
Beneficial conversion features		-			-			30,579		-			30,579
Valuation of warrants		-			-			3,913		-			3,913
Net loss for the period ended March 31, 2013		-			-			-		(229,330	)		(229,330	)
Balance, March 31, 2013		288,200,000		$	288,200		$	42,843	$	(834,157	)	$	(503,114	)

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

Table of Contents

F-3

SOLO INTERNATIONAL, INC,

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the six month periods ended March 31, 2013 and 2012

and for the period from

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

(Unaudited)

	Six months ended March 31, 2013			Six months ended March 31, 2012			From inception (April 30, 2010) to March 31, 2013

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(229,330	)	$	(359,719	)	$	(834,157	)
Interest expense-Amortization on discount of convertible promissory notes		96,566			48,866			252,338
Impairment on mineral claims		-			205,000			225,000
Adjustment to reconcile net loss to net cash (used in) operating activities:
(Increase) decrease in prepaid expense		118			(1,667	)		(4,475	)
Accounts payable and accrued liabilities		20,991			24,296			50,583
Net cash provided by (used) in operating activities		(111,655	)		(83,224	)		(310,711	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase mineral claims		-			(205,000	)		(205,000	)
Net cash used in investing activities		-			(205,000	)		(205,000	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from related party		-			1,778			6,417
Proceeds from note payable		80,000			335,000			500,000
Proceeds from issuance of common stock		-			-			22,200
Net cash provided by financing activities		80,000			336,778			528,617

Increase (decrease) in cash during the period		(31,655	)		48,554			12,906
Cash, beginning of period		44,561			32			-
Cash, end of period	$	12,906		$	48,586		$	12,906


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

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

Table of Contents

F-4

SOLO INTERNATIONAL, INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2013

(Unaudited)

1. ORGANIZATION

SOLO INTERNATIONAL, INC. was founded in the State of Nevada on April 30, 2010 as a Poland based corporation intending to provide services in interior architectural design in Poland.

On October 12, 2011, Mr. Michel Plante acquired control of three million (3,000,000) pre-split shares of the Company’s issued and outstanding common stock, representing approximately 77.32% of the Company’s total issued and outstanding common stock, from Mr. Yury Shcharbakou in accordance with a stock purchase agreement by and between Mr. Plante and Mr. Shcharbakou, thus effecting a change in control of the Company.

On October 13, 2011, the Board of Directors of the Company authorized a forward split of its issued and outstanding common shares, whereby every one (1) old share of common stock will be exchanged for one hundred (100) new shares of the Company's common stock.

The effect of the stock split has been recognized retroactively in the stockholders’ deficit accounts as of April 30, 2010, and in all shares and per share data in the financial statements.

With the change in control of the Company, management determined not to pursue its operations in Poland and determined to enter into the mining business in the Province of Quebec and incorporated a wholly-owned Quebec subsidiary, 9252-4768 Quebec Inc. On November 15, 2011, the Company, through its wholly-owned Quebec subsidiary, entered into a Property Option Agreement with 9228-6202 Quebec Inc., a Quebec corporation. Pursuant to the Option Agreement, 9252-4768 Quebec Inc. acquired the exclusive option to acquire an undivided 100% right, title and interest in and to certain mineral claims located in Portland Township, Outaouais, Quebec subject to a royalty reserved to 9228-6202 Quebec Inc.

The Company is an Exploration Stage Company, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification ("ASC") 915, Development Stage Entities. The Company's principal business is the acquisition and exploration of mineral resources. The Company has not presently determined whether its properties contain mineral reserves that are economically recoverable.

Since Inception (April 30, 2010) through March 31, 2013, the Company has not generated any revenue and has an accumulated deficit of $834,157.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Statements

The accompanying interim unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Consolidated operating results for the three and six period ended March 31, 2013 are not necessarily indicative of the results that may be expected for the year ending September 30, 2013. For further information, refer to the consolidated financial statements and footnotes thereto included in our Form 10-K Report for the fiscal year ended September 30 2012 filed with the Securities and Exchange Commission on December 31, 2012.

Table of Contents

F-5

SOLO INTERNATIONAL, INC,

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2013

(Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

Basis of Presentation

The unaudited interim consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim consolidated financial information and pursuant to the rules and regulations of the SEC. Accordingly; they do not include all the information and footnotes required by GAAP for complete consolidated financial statements. However, management believes that the disclosures made are adequate to make the information not misleading. Management has evaluated subsequent events through the date the financial statements were issued.

Going Concern

The consolidated financial statements have been prepared on a going concern basis that assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $834,157 as of March 31, 2013 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and/or private placement of common stock. These financials do not include any adjustments relating to the recoverability and reclassification of recorded asset amounts, or amounts and classifications of liabilities that might result from this uncertainty.

Cash and Cash equivalents

For purposes of Statement of Cash Flows, the Company considers all highly liquid debt instruments purchased with a maturity date of six months or less to be cash equivalents.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

Foreign Currency Translation

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

Fair Value of Financial Instruments

The carrying value of cash and accounts payable and accrued liabilities approximates their fair value because of the short maturity of these instruments. Unless otherwise noted, it is management’s opinion the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

Income Taxes

The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Table of Contents

F-6

SOLO INTERNATIONAL, INC,

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2013

(Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

Basic and Diluted Loss Per Share

The Company computes loss per share in accordance with “ASC-260”, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. Diluted loss per share is the same as basic loss per share, because the effects of the additional securities, a result of the net loss would be anti-dilutive.

Stock-based Compensation

The Company records stock based compensation in accordance with the guidance in ASC Topic 718, which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.

Mineral Property Costs

Mineral exploration and development costs are accounted for using the successful efforts method of accounting.

Property acquisition costs - Mineral property acquisition costs are capitalized as mineral exploration properties. Upon achievement of all conditions necessary for reserves to be classified as proved, the associated acquisition costs are reclassified to prove properties

Exploration costs - Geological and geophysical costs and the costs of carrying and retaining undeveloped properties are expensed as incurred.

Impairment of Mineral Properties

Unproved mineral properties are assessed at each reporting period for impairment of value, and a loss is recognized at the time of the impairment by providing an impairment allowance. An asset would be impaired if the undiscounted cash flows were less than its carrying value. Impairments are measured by the amount by which the carrying value exceeds its fair value. Because the Company uses the successful efforts method, the Company assesses its properties individually for impairment, instead of on an aggregate pool of costs. Impairment of unproved properties is based on the facts and circumstances surrounding each lease and is recognized based on management’s evaluation. Management’s evaluation follows a two-step process where (1) recoverability of the carrying value of the asset is reviewed to determine if there is sufficient value recoverable to support the capitalized value at the report date; and, (2) If assets fail the recoverability test, impairment testing is conducted, including the evaluation of various criteria such as: prior history of successful operations; production currently in place and/or future projected cash flows (if any); reserve reports or evaluations from which management can prepare future cash flow analyses; the Company’s ability to monetize the asset(s) under evaluation; and, Management’s intent regarding future development.

Table of Contents

F-7

SOLO INTERNATIONAL, INC,

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2013

(Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

Beneficial Conversion Feature

From time to time, the Company may issue convertible notes that may have conversion prices that create an embedded beneficial conversion feature pursuant to the Emerging Issues Task Force guidance on beneficial conversion features. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of any attached equity instruments, if any related equity instruments were granted with the debt. In accordance with this guidance, the intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method.

3. MINERAL PROPERTY

On November 15, 2011, the Company through its wholly-owned Quebec subsidiary, 9252-4768 Quebec Inc., entered into a Property Option Agreement with 9228-6202 Quebec Inc., a Quebec corporation (the “Optionor”). Pursuant to the option agreement, the Company received the exclusive option to acquire an undivided 100% right, title and interest in and to certain mineral claims located in Portland Township, Outaouais, Quebec subject to a royalty reserved to the Optionor. To fully exercise the option and acquire an undivided 100% right, title and interest in and to the Property, the Company was required to: 1) pay an aggregate sum of two hundred and five thousand dollars ($205,000) to Optionor; 2) incur an aggregate of at least sixty-five thousand dollars ($65,000) of expenditures on or with respect to the Property; and 3) issue to Optionor an aggregate number of restricted shares of common stock of the Company equal to twenty thousand US dollars ($20,000). On, November 27, 2012, the Company’s wholly owned subsidiary, 9252-4768 Quebec Inc. entered into a second addendum to the original property option agreement with 9228-6202 Quebec Inc. whereby the parties acknowledged that 9252-4768 Quebec Inc. had earned its 100% right, title and interest in and to certain mineral claims, located in Portland Township, Outaouais, Quebec. The cash payments, expenditures and stock issuance were scheduled to be completed as follows:

Cash Payments:

The Company is required to pay the cash payments to Optionor, all of which have been paid as of March 31, 2013, in the following amounts and by the dates described below:

i.	$50,000 within 2 business days of the execution of the Option Agreement
ii.	$70,000 within 30 days following the First Option Payment

iii.	$70,000 within 30 days following the Second Option Payment
iv.	$15,000 within 30 days following the Third Option Payment

Expenditures:

The Company is required to incur not less than $65,000 by way of exploration on or before November 15, 2013.

Stock Issuances:

The Company was required to issue an aggregate number of restricted shares of common stock of the Company equal to twenty thousand US dollars ($20,000) pursuant to the terms and conditions of the Property Option Agreement, The Company was required to issue the shares within 10 days of the completion of the forward split or no later than 90 days of execution of the Property Option Agreement. The Company issued the shares on May 8, 2012 and issued a total of 200,000 shares of common stock at a deemed price of $0.10 per share which was the first trading price of the stock after the completion of the forward split.

Table of Contents

F-8

SOLO INTERNATIONAL, INC,

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2013

(Unaudited)

3. MINERAL PROPERTY – Continued

The Company made cash payments in the amount of $205,000 and issued a total of 200,000 shares of common stock at a deemed price of $0.10 per share to 9228-6202 Quebec Inc. pursuant to the cash payment and stock payment schedule noted above, which amount was capitalized as option costs on the mineral property as of September 30, 2012. At the close of the period ended September 30, 2012, the Company evaluated the recoverability of the amount paid for the option and determined to impair the amount in full, as the Company is currently in the exploration phase, with no proven or probable reserves having yet been determined.

On November 27, 2012, the Option Agreement was further amended to revise the requirement to expend the $65,000 on exploration expenditures to read that the Optionee has earned its 100% right and interest in the Property for the payment of all expenditures to November 27, 2012 and for allowing the Optionor to utilize a portion of the expenditures expended by the Optionee to apply to certain of the Optionor’s claims. The Company is currently undertaking the transfer of the title to the Property to its wholly owned subsidiary, 9252-4768 Quebec Inc.

4. COMMON STOCK

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

As of March 31, 2013, 288,200,000 common stock shares were issued and outstanding.

5. CONVERTIBLE PROMISSORY NOTE, NET

On November 4, 2011, the Company entered into a Securities Purchase Agreement with Craigstone Ltd. pursuant to which the Company received $100,000 as a loan from Craigstone in exchange for one (1) Unit consisting of: a Convertible Promissory Note convertible to common stock in whole or in part, at any time and from time to time before maturity at the option of the holder at seventy-five percent (75%) of the average traded price of the common stock for the thirty (30) trading days immediately preceding the conversion date; and a three (3) year Warrant (the “Warrant”) to purchase two hundred fifty thousand (250,000) shares of the Company’s Common Stock exercisable at the lower of : (i) a price of $0.20 per share or (ii) seventy-five percent (75%) of the average traded price of common stock for the thirty (30) trading days immediately preceding the exercise date. The Note earns simple interest accruing at ten percent (10%) per annum and is due on or before the twelfth month anniversary of the date of execution.

During the fiscal year ended September 30, 2012, the Company entered into further Securities Purchase Agreements with Craigstone Ltd. pursuant to which the Company received $320,000 as loans from Craigstone in exchange for one (1) Unit consisting of: a Convertible Promissory Note convertible to common stock in whole or in part, at any time and from time to time before maturity at the option of the holder at seventy-five percent (75%) of the average traded price of the common stock for the thirty (30) trading days immediately preceding the conversion date; and a three (3) year Warrant (the “Warrant”) to purchase seven hundred twelve thousand five hundred (712,500) shares of the Company’s Common Stock exercisable at the lower of : (i) a price of $0.20 per share or (ii) seventy-five percent (75%) of the average traded price of common stock for the thirty (30) trading days immediately preceding the exercise date. The Notes earn simple interest accruing at ten percent (10%) per annum and are due on or before the twelfth month anniversary of the date of execution.

Table of Contents

F-9

SOLO INTERNATIONAL, INC,

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2013

(Unaudited)

5. CONVERTIBLE PROMISSORY NOTE, NET - Continued

During the current six month period ended March 31, 2013, the Company entered into additional Securities Purchase Agreements with Craigstone Ltd. pursuant to which the Company received a total of $80,000 as loans from Craigstone in exchange for one (1) Unit consisting of a Convertible Promissory Note convertible to common stock in whole or in part, at any time and from time to time before maturity at the option of the holder at seventy-five percent (75%) of the average traded price of the common stock for the thirty (30) trading days immediately preceding the conversion date; and a three (3) year Warrant (the “Warrant”) to purchase two hundred thousand (200,000) shares of the Company’s Common Stock exercisable at the lower of : (i) a price of $0.20 per share or (ii) seventy-five percent (75%) of the average traded price of common stock for the thirty (30) trading days immediately preceding the exercise date. The Note earns simple interest accruing at ten percent (10%) per annum and is due on or before the twelfth month anniversary of the date of execution.

The beneficial conversion feature resulting from the discounted conversion price compared to market price was valued on the date of grant to be $227,755 on the note, and $61,088 on the warrants. This value was recorded as a discount on debt and offset to additional paid in capital. Amortization of the discount was respectively $38,897 (2012 - $39,525) and $96,566 (2012 - $48,866) for the three and six months ended March 31, 2013, which amount has been recorded as interest expense.

		March 31, 2013	September 30, 2012		Issue Date
Convertible Promissory Note – face value, due on November 4, 2012	$	100,000	$	100,000	$	100,000
Convertible Promissory Note – face value, due on January 4, 2013		115,000		115,000		115,000
Convertible Promissory Note – face value, due on February 3, 2013		85,000		85,000		85,000
Convertible Promissory Note – face value, due on March 8, 2013		35,000		35,000		35,000
Convertible Promissory Note – face value, due on May 11, 2013		25,000		25,000		25,000
Convertible Promissory Note – face value, due on June 19, 2013		25,000		25,000		25,000
Convertible Promissory Note – face value, due on September 11, 2013		35,000		35,000		35,000
Convertible Promissory Note – face value, due on October 19, 2013		15,000				15,000
Convertible Promissory Note – face value, due on October 26, 2013		15,000				15,000
Convertible Promissory Note – face value, due on February 13, 2014		50,000				50,000
Total convertible promissory note – face value		500,000		420,000		500,000
Less: beneficial conversion feature		(29,773)		(74,290)		(227,755)
Warrant discount		(6,732)		(24,289)		(61,088)
	$	463,495	$	321,421	$	211,157

Interest expenses:

	For the three month period				For the six month period
	March 31, 2013			March 31, 2012		March 31, 2013	March 31, 2012
Amortization of debt discount	$	38,897	$	39,525	$	96,566	$	48,866
Interest at contractual rate		11,726		6,782		22,883		8,344
Totals	$	50,623	$	46,307	$	119,449	$	57,210

On January 31, 2013, Craigstone, Ltd. agreed to extend the maturity dates of certain notes due and payable on November 4, 2012, January 4, 2012 and February 3, 2013 for a period of one year or greater so that the respective notes are now due and payable on November 4, 2013, November 4, 2014 and February 3, 2014.

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F-10

SOLO INTERNATIONAL, INC,

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2013

(Unaudited)

6. ADVANCE FROM RELATED PARTIES

The Company entered into a management consulting agreement with the Company’s sole director and officer, commencing October 1, 2012. Under the terms of the agreement, payments of $2,500 a month, are payable on the 1st of each month. During the six month period ended March 31, 2013, the Company made cash payments of $15,000 to the consultant.

The Company’s prior Director has loans outstanding with the Company as at March 31, 2013 of $6,417. The amount is due on demand, non-interest bearing and unsecured.

7. WARRANTS

An aggregate of 1,162,500 warrants were issued as at March 31, 2013 as required under the terms of a series of Securities Purchase Agreements discussed above in Note 5. The warrants are exercisable for a period of three years from the date of issue, exercisable at the lower of : (i) a price of $0.20 per share or (ii) seventy-five percent (75%) of the average traded price of the Company’s common stock for the thirty (30) trading days immediately preceding the exercise date.

The fair value of the 1,162,500 warrants totaling $61,088 was recorded as a discount on the convertible notes payable upon issuance. This value was calculated using the Black-Scholes model. The key inputs for the calculation are shown below:

Stock Price on Measurement Date	$	0.011 ~ 0.135
Exercise Price of Warrants	$	0.008 ~ 0.101
Term of Warrants (years)		3.00
Computed Volatility		125.84% ~ 145.86	%
Annual Dividends		0.00	%
Discount Rate		0.33 ~ 0.44	%

A summary of the Company’s warrants as of March 31, 2013 and September 30, 2012 as follows:

	March 31, 2013			September 30, 2012
			Weighted average			Weighted average
	Warrants		exercise price	Warrants		exercise price
Outstanding at the beginning of the period	962,500	$	0.069	-	$	-
Granted	200,000		0.028	962,500	$	0.069
Exercised	-			-		-
Cancelled	-			-	$	-
Outstanding at the end of the period	1,162,500	$	0.062	962,500	$	0.069
Vested and exercisable at the end of period	1,162,500			962,500
Weighted average fair value per share of warrants granted during the period		$	0.062		$	0.069

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F-11

SOLO INTERNATIONAL, INC,

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2013

(Unaudited)

7. WARRANTS - Continued

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

		Warrants Outstanding						Warrants Exercisable
Exercise prices		Number Outstanding		Weighted average remaining contractual life (years)		Weighted average exercise price		Number exercisable	Weighted average remaining contractual life (years)	Weighted average exercise price
$	0.008 to 0.10		1,162,500		2.02	$	0.062	1,162,500	2.02	$	0.062

8. SUBSEQUENT EVENTS

The Company has evaluated subsequent events from the balance sheet date through the date that the financial statements were issued and determined that there were no other events to disclose.

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F-12

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION

FORWARD-LOOKING STATEMENTS

This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

RESULTS OF OPERATIONS

Working Capital

	M
	March 31, 2013 $	September 30, 2012 $
Current Assets	17,381	49,154
Current Liabilities	520,495	357,430
Working Capital (Deficit)	(503,114)	(308,276)

Cash Flows

	March 31, 2013 $	March 31, 2012 $
Cash Flows from (used in) Operating Activities	(111,655)	(83,224)
Cash Flows from (used in) Investing Activities	-	(205,000)
Cash Flows from (used in) Financing Activities	80,000	336,778
Net Increase (decrease) in Cash During Period	(31,655)	48,554

Operating Revenues

Operating revenues for the periods ended March 31, 2013 and 2012 was $0.

Operating Expenses and Net Loss

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

Operating and other expenses for the three month period ended March 31, 2013 totaled $99,774 and are comprised of $19,259 in professional fees, $7,500 in fees paid under a related party management contract, and $22,392 in other general administrative expenses. In addition the Company recorded $50,623 as interest expenses, in which $38,897 relating to convertible promissory notes issued during the period.

As compared to operating expenses for the period ended March 31, 2012 which totaled $179,732 and are comprised of $85,000 for impairment of mineral claims, $17,890 in professional fees, $7,500 in fees paid under a management contract and $23,042 in other general administrative expenses. In addition the Company recorded $46,300 as interest expenses, $39,525 of which was the amortization of the debt discount from the beneficial conversion feature and warrant discount resulting from a convertible promissory note entered into during the period.

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Net loss for the period ended March 31, 2013 was $99,774 as compared to $179,732 for the three month period ended March 31, 2012. The decrease in operating expenses and losses is predominantly due to the impairment of our mineral claims in the period ended March 31, 2012 with no comparable impairment during the period ended March 31, 2013.

Comparison of six month periods ended March 31, 2013 and 2012

Operating and other expenses for the six month period ended March 31, 2013 totaled $229,330 and are comprised of $33,981 in professional fees, $15,000 in fees paid under a related party management contract, $47,147 in other general administrative expenses, and $13,753 in exploration expenses. In addition the Company recorded $119,449 as interest expenses, in which $96,566 relating to convertible promissory notes issued during the period.

Operating expenses for the six month period ended March 31, 2012 totaled $359,719 and were comprised of $205,000 for impairment of mineral claims, $45,440 in professional fees, $15,000 in fees paid under a management contract and $37,076 in other general administrative expenses. In addition the Company recorded $57,208 as interest expenses, $48,866 of which was the amortization of the debt discount from the beneficial conversion feature and warrant discount resulting from a convertible promissory note entered into during the period.

Net loss for the six month period ended March 31, 2013 was $229,330 as compared to $359,719 for the same period ended March 31, 2012. The decrease in operating expenses and losses is predominantly due to the impairment of our mineral claims in the period ended March 31, 2012 with no comparable impairment during the period ended March 31, 2013. There were no exploration expenses for the period ended March 31, 2012 while we had exploration expenses of $13,753 for the period ended March 31,2 013, other general and administrative expenses increased from $37,076 for the period ended March 31, 2012 to $47,147 for the period ended March 31, 2013, the increases in exploration expenses and other general and administration expenses was partially offset by a decrease in professional fees from $45,440 as at March 31, 2013 to $33,981 as at March 31, 2013.

Liquidity and Capital Resources

As at March 31, 2013, the Company had total assets of $17,381 compared to $49,154 as at September 30, 2012. The decrease in total assets is attributable to the payment of operation costs offset by funds raised of $80,000 during the period.

As at March 31, 2013, the Company had total liabilities of $520,495 as compared with total liabilities of $357,430 as at September 30, 2012. The increase in total liabilities was due to an increase in the amount of convertible notes as the Company continues to raise funds under a series of securities purchase agreements to the completion of a financing agreement whereby the Company received proceeds totaling $80,000 as part of a Securities Purchase Agreement which allows the investor to convert the principal balance to shares of the Company’s common stock during the term of the one year loan agreement, and granted a total of 200,000 share purchase warrants for exercise for a three year term bringing the total warrants issued under a series of convertible notes to 1,162,500. The three notes in the amount total of $80,000 are convertible at a discount to market price during the term, resulting in a beneficial conversion feature which was valued at $30,579 on the $80,000 notes, and $3,913 on the warrants. This value was recorded as a discount on debt and offset to capital in excess of par value on the date the transactions were concluded. During the six month period ended March 31, 2013 accounts payable and accrued expenses increased by $20,991 due to increased operations.

As at March 31, 2013, the Company had a working capital deficit of $503,114 compared with a working capital deficit of $308,276 as at September 30, 2012. The increase in working capital deficit is mainly attributable to the increase in current liabilities as a result of the financing activities of the Company by way of convertible loans, and the Company’s expenditures as it continues to increase operations.

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The Company has commenced exploration as required under its mineral property option agreement and has earned its rights to transfer title to the property under the agreement.

In order to meet all of the current commitments and fund operations for the next twelve months the Company estimates it will require a minimum of $500,000. We intend to undertake exploration on our mineral properties of approximately $300,000 and have allocated an additional $200,000 for operations, which may include the acquisition of additional properties as well as general and administrative costs. The Company believes it can raise sufficient funding to meet its ongoing obligations for the next twelve months from its current investor.

We do not have sufficient funds to meet our next twelve month obligations. Our ability to meet our financial liabilities and commitments is primarily dependent upon the continued issuance of equity to new stockholders, the ability to borrow funds, and ultimately upon our ability to achieve and maintain profitable operations. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. We do not currently have sufficient capital to meet our obligations as they come due and our assumption that we can raise the sufficient funding cannot be relied upon.

Cashflow from Operating Activities

During the six month period ended March 31, 2013, the Company used $111,655 of cash for operating activities compared to the use of $83,224 of cash for operating activities during the period ended March 31, 2012. The increase in net cash used in operating activities is attributed to the Company’s acquisition of an option on certain mineral claims, which caused the increase cash used in professional fee, management fee, consulting fee and other operating expenses.

Cashflow from Investing Activities

During the six month period ended March 31, 2013 the Company has expended no cash on investing activities as compared to the expenditure of $205,000 for the six months ended March 31, 2012 where the Company continued to fund the purchase of certain mineral claims.

Cashflow from Financing Activities

During the six month period ended March 31, 2013, the Company received $80,000 cash from financing activities by way of a note payable compared to $336,778 cash from notes payable of $335,000 and $1,778 in related party advances for the six month period ended March 31, 2012.

Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Critical Accounting Policies

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

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We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Recently Issued Accounting Pronouncements

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of March 31, 2013, due to the material weaknesses resulting from the Board of Directors not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Please refer to our Annual Report on Form 10-K as filed with the SEC on January 13, 2013, for a complete discussion relating to the foregoing evaluation of Disclosures and Procedures.

Changes in Internal Control over Financial Reporting

Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.

The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 1A. RISK FACTORS

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

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

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

*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SOLO INTERNATIONAL, INC.

Date: May 7, 2013	By:	/s/ Michel Plante
	Name:	Michel Plante
	Title:	President, Principal Executive Officer & Principal Financial Officer (Principal Accounting Officer)

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