SWISSINSO HOLDING INC. - FORM 10-K

Attached files

file	filename
EX-32.1 - CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. 1350) - SWISSINSO HOLDING INC.	f10k2014ex32i_swissinsohold.htm
EX-31.2 - CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 - SWISSINSO HOLDING INC.	f10k2014ex31ii_swissinsohold.htm
EX-32.2 - CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. 1350) - SWISSINSO HOLDING INC.	f10k2014ex32ii_swissinsohold.htm
EX-31.1 - CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 - SWISSINSO HOLDING INC.	f10k2014ex31i_swissinsohold.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the Fiscal Year Ended December 31, 2014

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

For the transition period from ______ to _______

Commission File Number: 333-151909

SWISSINSO HOLDING INC.

(Exact Name of Registrant as Specified In its Charter)

Delaware		90-0620127
(State or Other Jurisdiction of incorporation or organization)		(I.R.S.Employer Identification Number)

845 Third Avenue

6^th Floor

New York. New York 10022

(Address of principal executive offices)

Registrant’s telephone number, including area Code (646) 290-5000

Securities registered pursuant to Section 12(b) of the Act:

None		None
Title of each class		Name of each exchange on which registered

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.0001 per share		OTC Pink
Title of each class		Name of each exchange on which registered

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

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 o No x

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 o No x

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

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 Act). Yes o No x

The aggregate market value of the issuer’s voting and non-voting common equity held by non-affiliates (67,302,771 shares) was approximately $2,019,083, based on the last sale price of $0.03 for such common equity on June 30, 2015, the end of the issuer’s most recently completed second fiscal quarter.

As of August 20, 2015, there were outstanding 143,625,892 shares of the issuer’s Common Stock, par value $0.0001 per share.

DOCUMENTS INCORPORATED BY REFERENCE

None

FORWARD LOOKING STATEMENTS

This Annual Report on Form 10-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 Annual Report on Form 10-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 Annual Report on Form 10-K or in documents incorporated by reference in this Annual Report on Form 10-K. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events.

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.

SWISSINSO HOLDING INC.

FORM 10-K

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2014

INDEX

			Page
PART I			1
	Item 1.	Business	5
	Item 1A.	Risk Factors	5
	Item 1B.	Unresolved Staff Comments	5
	Item 2.	Properties	5
	Item 3.	Legal Proceedings	5
	Item 4.	Mine Safety Disclosures	5

PART II			6
	Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	6
	Item 6.	Selected Financial Data	6
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	6
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	8
	Item 8.	Financial Statements and Supplementary Data	8
	Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	8
	Item 9A.	Controls and Procedures	8
	Item 9B.	Other Information	9

PART III			10
	Item 10.	Directors, Executive Officers and Corporate Governance	10
	Item 11.	Executive Compensation	12
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	13
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	15
	Item 14.	Principal Accountant Fees and Services	15

PART IV			16
	Item 15.	Exhibits and Financial Statement Schedules.	16

PART I

ITEM 1. BUSINESS

Corporate Background

We were organized as a corporation in the state of Florida on November 13, 2007 under the name “Pashminadepot.com, Inc.” 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, we conducted virtually no business other than organizational matters, filing our registration statement and filing periodic reports with the SEC. We abandoned this business plan and sought an operating company with which to merge or to acquire.

On September 10, 2009, we entered into a Stock Purchase Agreement with SwissINSO SA, a Swiss company (“SwissINSO”), and its shareholders pursuant to which we agreed to purchase all of the shares of SwissINSO. The transaction was consummated on October 19, 2009, and SwissINSO became a wholly-owned subsidiary of the Registrant and the shareholders of SwissINSO received in exchange for their shares an aggregate of 50,000,000 shares of the Registrant’s common stock, or 65.62% of the then 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 SA. Reference is hereby made to the Current Reports on Form 8-K filed with the SEC on September 15, 2009 and October 22, 2009 for further information regarding the acquisition of SwissINSO.

On October 28, 2009, we changed our state of incorporation from Florida to Delaware by the merger of Pashminadepot.com, Inc. 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, our company’s name changed 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 was converted into one share of the common stock of SwissINSO Holding Inc. 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.

Prior to the acquisition of SwissINSO, we were in the development stage and had no revenues or business operations. Following the acquisition of SwissINSO, the Registrant’s business became exclusively the business of SwissINSO described below.

Business of SwissINSO

General

SwissINSO was incorporated in Switzerland on May 30, 2006. In conjunction with the Solar Energy and Building Physics Laboratory (“LESO-PB”) of the Swiss Polytechnic Institute of Lausanne, Switzerland (“EPFL”), SwissINSO targets, develops and commercializes breakthrough renewable energy green technologies exiting the LESO-PB development pipeline.

SwissINSO utilizes its intellectual property assets to provide aesthetic and efficient solar energy solutions and products to the renewable energy market.

SwissINSO’s goal is to become a world leader in the development of leading-edge technologies and products in the renewable energy sector that address the global energy shortage through products that are aesthetic and efficient with a specific focus on solar technology innovations in the areas of solar production of electricity (PV) and thermal energy for heating or cooling.

Since its inception and prior to 2014, SwissINSO has devoted substantially all of its efforts to raising capital, research and development, market research, securing technology rights.

In connection with its joint venture with Emirates Insolaire for the development and application of new solar technologies and products, SwissINSO moved ahead in 2014 to leverage the production facilities of the joint venture to scale up the production of its Kromatix™ colored glass; to validate its supply chain and to commence product certification in several potential markets with a full scale product launch in the last quarter of 2015.

Technology Refocus

Prior to 2012, the Company’s focus was on the development of products in two distinctly separate markets and industries – water purification with its Krystall™ solar powered water purification units and energy control of buildings with its Klymaa™ (now Kromatix™) nanotechnology glass coating process.

In 2012, the Company recognized the challenges and confusion associated with trying to develop and sell two distinctly different products and the drain on resources and took the decision to discontinue actively promoting Kyrstall™ and to exit the water purification business.

This decision freed up management to focus solely on its core business line of Kromatix™.

The development of interferential layers technology is now finished and in the process of commercialization. In addition, the Company continues to work closely with the LESO-PB in the development of several new products which the company expects to exit the development phase in 2016.

Technology and Products

The product which has already exited the development pipeline and is industrialized is a nanotechnology glass coating and other process (Kromatix™) that enables the production of glass in a multiple of spectacular colors for use in the production of solar panels and roof tiles (crystalline or thin film photovoltaic modules and solar thermal collectors).

By replacing the transparent glass used in solar panel and tile production with Kromatix™, an opaque colored glass, the technical parts of the solar devices (cells and electrical connections of PV panels or tubing and corrugation sheets of thermal panels) are masked. The end result are stunning panels and tiles with no discernible efficiency loss. Due to the aesthetic nature of these panels, architects and property developers (commercial and industrial) are now able and willing to install these panels on building facades or the complete area of a roof, as opposed to installing only a limited number of panels on roofs or hiding them in other non-conspicuous areas.

Apart from the aesthetic attributes resulting from the use of Kromatix™, there is also a significant economic benefit. Since these panels can now be used on the entire facades of buildings because their aesthetic appearance means they no longer need to be hidden, the surface area covered by the installation is thus significantly enlarged. This enables a greater amount of the sun’s energy to be captured and transformed into heat, cooling or power generation. This attribute provides a faster return on investment for clients.

In addition, many countries and authorities refuse to grant the installation of existing solar panels and tiles on buildings due to conservation and aesthetics issues. Providing panels that can blend in with the surroundings and environment addresses these barriers.

Electricity and Heating; Air Cooling

The use of Kromatix™ in the production of solar panels and roof tiles will provide an aesthetic and cost effective solution to the air cooling or heating of a building and electricity generation.

Electricity and Heating

Photovoltaic solar panels convert solar energy from the sun into electricity or heat. The sun’s rays excite the atoms in a silicon layer between two protector panels. The electrons travel down wires into the home for electricity. This energy can be sent to the grid decreasing the amount of electricity drawn from the grid, or directly used to provide energy. Electricity from PV panels, or circulating hot water in thermal panels, can also be used to directly heat a house. Electricity generated in the PV panels is used in certain cases to drive geo-thermal pumps, or traditional air conditioning units.

Air Cooling

Water circulation solar collectors are used to generate thermal energy with adsorption coolers to transform the generated hot water into cold air to refresh the building. Naturally, the generated hot water can also be stored for the hot water needs and circulated for heating. 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 feeds the heating system of the building or is converted into cold water in an adsorption chiller which then cools the air flowing around it and then circulates it through the building’s ventilation system. The system is a totally “green” solution as it is self-powered with solar energy, eliminates the need for grid-powered HVAC installations, is capable (subject to the orientation of and other details related to the building) of meeting 100% of a building’s thermal control needs with solar power, is sustainable and does not emit carbon dioxide.

SwissINSO’s target audience for the promotion and use of this solution includes architects, property developers, building contractors, curtain wall manufacturers and Building Integrated Photovoltaic (“BIPV”) companies worldwide.

Intellectual Property

SwissINSO has entered into an exclusive technology transfer and license agreement with EPFL covering the development, industrialization and commercialization of the technology of high-transmission colored solar glass treatment to provide an aesthetic and efficient solution for electricity generation, and air cooling and heating of buildings.

The Company has signed a final agreement with EPFL on exclusivity and royalties and paid substantially all past development cost. Two new agreements were also signed with EPFL, one for developing lightweight, long-life colored high efficiency tiles and one for higher color intensity products

Competition

The renewable energy industry following a boom period has faced some significant challenges over the past years, in particular from low cost Chinese solar panel producers who have dumped product into the US and European markets, forcing a number of key solar panel producers into bankruptcy. Without exception, nearly all such solar panel producers compete with each other primarily on terms of price and efficiency as there is no competitive differentiator with regard to color, with all such panels being either black or blue. Independently of this fierce competition, growth in solar installations has been one of the highest of all sectors.

Kromatix™ provides SwissINSO a unique opportunity to offer a competitive differentiator to the right joint venture partners. This, together with the resumption of an even higher growth rate and the recovery of certain solar industries, explains the number of companies engaging SwissINSO in commercial discussions. The Company is pursuing additional discussions with several leading panel producers.

The ability to combine color and aesthetics into solar-panel production is a significant paradigm shift in an industry dominated by black and blue panels and is providing SwissINSO with a significant competitive advantage in a market flooded with companies that have little or no product differentiation.

Solar installations are growing at a considerable rate, and the renewable energy industry has started gaining noticeable grounds lately and offer and demand are expected to match at the end of 2015. The market sector which is growing faster than any is the BIPV (Building Integrated PhotoVoltaics), and it is particularly to that sector that our products are adapted and bring unprecedented advantages.

Employees

SwissINSO currently has three (3) employees, one in administration and two in research and development. The majority of other services, in particular sales, marketing and industrialization of the product, are provided by related ventures and independent contractors and consultants, the purpose being to keep the research and development unit in Switzerland running with minimum overheads.

Significant Subsidiaries

As of December 31, 2014, our sole subsidiary was SwissINSO.

Available Information

We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any document we file with the SEC at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our SEC filings are also available to the public from the SEC's Website at www.sec.gov.

We make available free of charge our annual, quarterly and current reports, proxy statements and other information upon request. To request such materials, please contact Clive Harbutt, our Chief Financial Officer, at 845 Third Avenue, 6^th Floor, New York, New York 10022, or call (646) 290-5000.

ITEM 1A. RISK FACTORS

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

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2. PROPERTIES

We do not own any real estate or other properties. The Registrant’s executive offices are located at 845 Third Avenue, 6^th Floor, New York, New York 10022, and SwissINSO’s offices are located at PSE - Parc Scientifique de l’EPFL, Building D - 3rd floor, Route J.D. Colladon, 1015 Lausanne, Switzerland. The Registrant’s telephone number is (646) 290-5000, and SwissINSO’s telephone number is (011) 41 21 693 8640. We believe our properties are adequate for our current needs and will be sufficient to serve the needs of our operations for the foreseeable future.

ITEM 3. LEGAL PROCEEDINGS

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our shares of Common Stock are publicly traded on the OTC Market under the symbol “SWHN”. During the fiscal years ended December 31, 2013 and 2014, the high and low bid prices for our Common Stock were:

Period	High Bid Price		Low Bid Price
Quarter Ended March 31, 2013	$	0.06	$	0.04
Quarter Ended June 30, 2013	$	0.06	$	0.04
Quarter Ended September 30, 2013	$	0.07	$	0.04
Quarter Ended December 31, 2013	$	0.42	$	0.05
Quarter Ended March 31, 2014	$	0.40	$	0.17
Quarter Ended June 30, 2014	$	0.31	$	0.14
Quarter Ended September 30, 2014	$	0.25	$	0.07
Quarter Ended December 31, 2014	$	0.10	$	0.03

Record Holders

As of December 31, 2014, there were 143,625,892 shares of Common Stock issued and outstanding held by approximately 65 holders of record as indicated on the records of our transfer agent.

Dividends

We have not declared or paid dividends on our capital stock to date and do not intend to pay dividends on our Common Stock in the foreseeable future. The payment of dividends in the future will be contingent upon our revenues, earnings, capital requirements and general financial condition. The payment of dividends is entirely within the discretion of our Board of Directors, and it is the present intention of the Board of Directors to retain all earnings for future investment and use in our business operations.

ITEM 6. SELECTED FINANCIAL DATA

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

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion highlights the principal factors that have affected our 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 our financial condition and results of operations are based on the audited financial statements as of December 31, 2014 and 2013, 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, 2014 compared to year ended December 31, 2013

We finished the development and industrialization stage for our first Kromatix™ range of products and are actively pursuing a few key projects to showcase the Kromatix™ technology. We expect the first revenues in the 4th quarter of 2015.

For the fiscal years ended December 31, 2014 and 2013, we were still in the development, industrialization and commercial phases of the business and no revenues were generated. During the fiscal year ended December 31, 2014, we incurred $1,434,999 of general and administrative expenses and $-0- of research and development expenses as we continued the development of the business of SwissINSO. In addition, we incurred $108,437 in interest charges related to bridge loans received in September 2009, convertible notes sold in a private placement from December 2009 through December 2010 and short-term loans received from 2011 through 2014. In comparison, during the fiscal year ended December 31, 2013, we incurred $1,476,763 of general and administrative expenses and $-0- of research and development expenses. In addition, we incurred $249,121 in interest charges related to bridge loans received in September 2009, convertible notes sold in a private placement from December 2009 through December 2010 and short-term loans received from 2011 through 2013. Our net loss before foreign currency translation adjustments during the fiscal year ended December 31, 2014 was $1,678,984, as compared to a net loss before foreign currency translation adjustments during the fiscal year ended December 31, 2013 of $1,250,163, including a non-cash stock warrants gain of $480,659.

Liquidity and Capital Resources

As of December 31, 2014, we had a working capital deficit of $4,968,851 as compared with a working capital deficit at December 31, 2013 of $3,611,384. During the past twelve (12) months, we have incurred significant operating expenses, and we expect to continue to incur additional, but less significant, operating expenses for overheads, research and development, sampling and certification, sales channel development, general and administrative expenses and debt payments during the next six (6) months.

In 2014, we received short-term loans aggregating $1,020,295 from our current Chief Executive Officer to meet the working capital needs of SwissINSO. These loans were sufficient to enable the Company to meet the working capital needs of SwissINSO. We were also able to negotiate settlements or extended payment terms with our creditors, and a number of these obligations have now been settled.

We do not have any other available credit, bank financing or other external sources of liquidity except those provided by our Chief Executive Officer and will need to obtain additional capital in order to continue SwissINSO’s business operations. In order to obtain such capital, we will need to sell additional securities or borrow additional funds from lenders. There can be no assurance that we will obtain additional funding which is sufficient until substantial revenue from sales has started. If we are not successful generating sufficient revenues from future sales of Kromatix™ business, this would have a material adverse effect on our business, results of operations, liquidity and financial condition.

Going Concern Consideration

The accompanying financial statements have been prepared assuming that we will continue as a going concern. As discussed in the notes to the financial statements, we have not yet established an ongoing source of revenue sufficient to cover our operating costs and allow us to continue as a going concern. Our ability to continue as a going concern and ultimately to attain profitable operations is dependent on (a) raising capital to meet our past due, current and future obligations to employees, suppliers, vendors, landlords, service providers and lenders and to fund SwissINSO’s business plan and (b) continued development of the Kromatix™ business.

We incurred a net loss before foreign currency translation adjustments during the fiscal year ended December 31, 2014 of $1,678,984 and have an accumulated deficit since inception of $17,665,290, primarily comprised of general and administrative expenses and research and development expenses incurred to create the Company, develop the business and maintain the Company’s existence as a public company in addition to interest charges incurred on the bridge loans, convertible debt and other short-term debt used to finance the Company and the business of SwissINSO. These factors impact our ability to continue as a going concern. As discussed above, management plans include attempting to obtain additional capital from sales of securities and private borrowings, from the commercialization of the Kromatix™ business and future joint ventures. 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.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required by Item 8 is included herein beginning at page F-1.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not Applicable.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the Exchange Act. In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Our management, including our Chief Executive Officer and our Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K. Based on such evaluation, and as discussed in greater detail below, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this Annual Report on Form 10-K, our disclosure controls and procedures were not effective:

●	to give reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and

●	to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, to allow timely decisions regarding required disclosure.

Management's Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) of the Exchange Act. Our internal control system was designed to provide reasonable assurance to our management and the Board of Directors regarding the preparation and fair presentation of published financial statements. Our internal control over financial reporting includes those policies and procedures that:

●	pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets,

●	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorization of management and directors and

●	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2014. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. Based on the assessment using those criteria, our management concluded that the internal control over financial reporting was not effective at December 31, 2014 due to the following material weaknesses:

●	absence of an audit committee resulting in reduced oversight in the establishment and monitoring of required internal controls and procedures

●	absence of proper segregation of duties due to the size of the company.

This Annual Report on Form 10-K does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to the attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.

Changes in Internal Control over Financial Reporting

In September 2014, the Company outsourced its accounting operations to FidexAudit, a professional registered accounting and audit firm based in Lausanne, Switzerland which improved the segregation of duties in the accounting and procurement areas. Our Chief Financial Officer is currently involved in the design and implementation of a comprehensive internal controls system. These internal controls will be implemented in 2015.

ITEM 9B. OTHER INFORMATION.

None

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

The following table sets forth the names, ages, years elected and principal offices and positions of our current directors and executive officers:

Name	Year First Elected As Officer or Director	Age	Office

Rafic Hanbali	2011	64	Chairman of the Board of Directors, President and Chief Executive Officer

Clive D. Harbutt	2009	58	Chief Financial Officer and Director

John Woodbridge	2013	76	Director

Rafic Hanbali is a private investor and independent business entrepreneur who has founded and managed various companies in international trade, food production and distribution, wireless communications, technology and aircraft finance services in Brazil and Europe. Mr. Hanbali’s main strengths are to identify business opportunities, foresee business trends and organize business enterprises to develop and commercialize products. He has had significant experience in both establishing new companies to take advantage of business opportunities and in restructuring and turning around existing companies. Mr. Hanbali’s business and restructuring experience led to the conclusion that he should serve as a director of the Company.

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 Internal Audit, Lean Six Sigma process improvement, internal controls design & reliance testing and preacquisition due diligence and value realisation. 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 an ambassador for the MBA program at the University of Geneva. Mr. Harbutt’s experience with venture capital funds and investors in businesses like SwissINSO and his audit, finance and accounting experience in senior corporate finance positions in a number of global blue-chip companies led to the conclusion that he should serve as a director of the Company.

John Woodbridge is an Electro/Mechanical Engineer and, since 2004, has been the Chief Executive Officer of UMC (Machine Tools) Ltd., an international company involved in the sale of high tech, high value robotic machine tools to companies such as British Aerospace, EADS, MacLaren Racing and Baxter Hughes. Prior thereto, Mr. Woodbridge was Managing Director of Baker & Bell Aerospace Ltd., General Manager of Pipe Products Middle East LLC and Managing Director of Tolbridge Ltd. Mr. Woodbridge’s engineering background and his international business experience led to the conclusion that he should serve as a director of the Company.

Mr. Stéphane Boudon resigned from the Board of SwissINSO on July 24, 2014.

There are no family relationships among any of our directors or executive officers. None of our directors or executive officers is, or has been during the past five years, a director in any other U.S. reporting companies. During the past ten years, none of our directors or executive officers has been involved in any legal proceedings that are material to an evaluation of the ability or integrity of such person.

Each of our directors serves for a term of one year or until his successor is elected at our annual shareholders’ meeting and is qualified, subject to removal by our shareholders. Each officer serves, at the pleasure of the Board of Directors, for a term of one year and until his 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 Exchange Act requires our officers and directors and persons who own more than ten percent of a registered class of our equity securities to file reports of ownership and changes in their ownership with the SEC, and forward copies of such filings to us. We believe based solely on our review of the copies of such forms, that during the fiscal year ended December 31, 2014, all reporting persons complied with all applicable Section 16(a) filing requirements.

Code of Ethics

We have adopted a Code of Conduct and Ethics for Directors, Officers and Employees. A copy of such code was filed as Exhibit 14 to the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2010 filed with the SEC on June 17, 2011.

Committees

At this time, we do not have a separate audit committee, nominating committee or compensation committee, as the functions of such committees are performed by the entire Board of Directors. The Board of Directors has determined that Clive D. Harbutt, our Chief Financial Officer, would qualify as an “audit committee financial expert” as defined by the applicable SEC rules. However, Mr. Harbutt would not be deemed to be independent as independence for audit committee members is defined in Section 10A-3(B) of the Exchange Act. We have not yet established procedures by which our shareholders may recommend nominees to our Board of Directors.

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth all compensation awarded to, paid to or earned by our President and Chief Executive Officer, our Chief Financial Officer and our former Chief Financial Officer for the fiscal years ended December 31, 2014 and 2013.

Name and Principal Position	Year	Salary(1)		All Other Compensation(1)			Total(1)
Rafic Hanbali, President and Chief Executive Officer	2014		-0-	$	300,000	(2)	$	300,000
	2013		-0-	$	312,317	(3)		312,317

Pierre Galster, Chief Financial Officer from October 18,	2014	$	53,440		-0-		$	53,440
2013 through September 9, 2014	2013	$	33,037		-0-		$	33,037

Clive D. Harbutt, Chief Financial Officer from December 20, 2011 through October 13, 2013 and then again since September 9, 2014	2014		-0-	$	4,800		$	4,800
	2013	$	-0-	$	80,206	(4)	$	80,206

(1) Salary and all other compensation were paid in Swiss francs and have been converted at a rate of 0.9936 Swiss franc = 1.000 US dollars for 2014 and 1 Swiss franc = 0.9267 US dollars for 2013.

(2) Represents consulting fees paid to InsOglass Holding SA (“InsOglass”), a business organization controlled by Mr. Hanbali, for services rendered by Mr. Hanbali as the Company’s Chief Executive Officer in 2014, of which $75,000 was paid in cash and the balance has been accrued.

(3) Represents consulting fees paid to InsOglass by the issuance of shares of the Company’s Common Stock for services rendered by Mr. Hanbali as the Company’s Chief Executive Officer in 2013.

(4) Represents consulting fees paid to SICG S.A. (“SICG”), a business organization of which Mr. Harbutt is the principal, for services rendered by Mr. Harbutt as the Company’s Chief Financial Officer in 2013, of which $20,206 was paid in cash and $60,000 was paid by the issuance of 1,714,286 shares on January 31, 2013.

Employment and Consulting Agreements

None

Compensation of Directors

During the fiscal year ended December 31, 2014, no director received any directors’ fees or other compensation for services as a director for such fiscal year.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table lists, as of August 20, 2015, 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 143,625,892 shares of our Common Stock issued and outstanding as of August 20, 2015, except for the percentages for each of Messrs. Hanbali and Harbutt and for all directors and executive officers as a group, which are calculated on a number of shares of our Common Stock including as issued and outstanding the shares issuable to each upon exercise of stock options held by them.

Name and Address of Beneficial Owner	Number of Shares Beneficially Owned			Percent of Class
Rafic Hanbali		57,581,742	(1)		39.54	%
Rua Sampaio Viana 253
cjto 74
Sao Paolo 04004-000
Brazil

Salim Shaikh Ismail		13,858,633			9.65	%
Makeen Tower
12th Floor
Office No. 1201
P.O. Box 47858
Abu Dhabi
United Arab Emirates

Clive D. Harbutt		7,882,746	(2)		5.41	%
16 rue de la Pelisserie
1204 Geneva
Switzerland

Michel Gruering		7,197,145			5.01	%
Avenue de la Riviera 4
CH-1820 Territet
Switzerland

John Woodbridge		1,000,000			0.70	%
33 Kenwood Drive
Walton on Thames
Surrey KT12 5AX
United Kingdom

All directors and executive officers
as a group (3 persons)		66,464,488	(3)		45.02	%

(1) Includes 55,581,742 shares owned by InsOglass, of which Mr. Hanbali is the ultimate beneficial owner, and 2,000,000 shares issuable to Mr. Hanbali upon exercise of stock options held by him.

(2) Includes 5,882,746 shares owned by SICG, of which Mr. Harbutt is the principal shareholder, officer and director, and 2,000,000 shares issuable to SICG upon exercise of stock options.

(3) Includes 55,581,742 shares owned by InsOglass, 2,000,000 shares issuable to Mr. Hanbali upon exercise of stock options held by him, 1,000,000 shares owned by Mr. Woodbridge, 5,882,746 shares owned by SICG and 2,000,000 shares issuable to SICG upon exercise of stock options held.

Securities Authorized for Issuance under Equity Compensation Plans

On December 13, 2010, the SwissINSO Holding Inc. 2009 Stock Incentive Plan (the “Plan”), which provides for the grant of stock options and other rights to purchase an aggregate of 10 Million shares of the Registrant’s Common Stock to the employees, officers, directors and service providers of the Registrant and its subsidiaries and affiliates, became effective. The Plan had been approved by the Registrant’s Board of Directors on December 16, 2009 and by the holders of a majority of the Registrant’s Common Stock on November 4, 2010. For all the terms of the Plan, reference is made to the complete text of the Plan attached as Annex B to the Registrant’s definitive Information Statement on Schedule 14C filed with the SEC on November 22, 2010. All statements made herein concerning the Plan are qualified by reference to said annex.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Transactions with Related Persons

The Company is indebted to InsOglass Holding SA, a business organization controlled by the Company’s Chief Executive Officer, for $1,248,946 of loans made by such entity to the Company during 2013 and 2014 to meet the working capital needs of the Company and its subsidiary. Such loans are interest-free and are secured by certain assets of the Company’s subsidiary and are convertible, at the option of InsOglass, into shares of common stock of the Company at a conversion rate of $0.035 per share.

The Company is indebted to Salim Shaikh Ismail, the holder of 13,858,633 shares, or 9.65%, of our Common Stock, for $491,696 of loans made by him to the Company during 2013 to meet the working capital needs of the Company and its subsidiary.

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 of Directors comprised of a majority of “independent directors”.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

The aggregate audit fees billed for each of the last two fiscal years for professional services rendered by our principal accountants were $32,095 for the fiscal year ended December 31, 2014, all of which was paid to MaloneBailey, LLP, and $24,776 for the fiscal year ended December 31, 2013, of which $18,000 was paid to MaloneBailey, LLP and the balance was paid to EFP Rotenberg, LLP.

The audit fees for the fiscal year ended December 31, 2014 included reviews of our interim financial statements and Quarterly Reports on Form 10-Q filed with the SEC for the periods ended March 31, 2014, June 30, 2014 and September 30, 2014. The audit fees for the fiscal year ended December 31, 2013 included reviews of our interim financial statements and Quarterly Reports on Form 10-Q filed with the SEC for the periods ended March 31, 2013, June 30, 2013 and September 30, 2013.

Audit-Related Fees

None

Tax Fees

The aggregate tax fees billed for the fiscal year ended December 31, 2014 for professional services rendered by our principal accountant Malone Bailey, LLP were $0. The aggregate tax fees billed for the fiscal year ended December 31, 2013 for professional services rendered by our former principal accountant EFP Rotenberg, LLP were $3,200.

The tax fees for the fiscal year ended December 31, 2014 included preparation of our Federal and state income tax returns for the fiscal year ended December 31, 2014. The tax fees for the fiscal year ended December 31, 2013 included preparation of our Federal and state income tax returns for the fiscal year ended December 31, 2013.

Other Fees

None

Pre-Approval Policies and Procedure

Section 10A(i) of the Securities Exchange Act of 1934 prohibits our auditors from performing audit services for us, as well as any services not considered to be “audit services”, unless such services are pre-approved by the audit committee or the Board of Directors (in lieu of the audit committee) or unless the services meet certain de minimis standards. Accordingly, our Board of Directors pre-approves all services, including audit services, provided by our independent accountants.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a)	Financial statements - See Index to Financial Statements located at page F-1.
(b)	Financial statement schedules – None.
(c)	Exhibits – See below.

Exhibit Number		Description

3(i)		Certificate of Incorporation of the Registrant dated October 15, 2009. Filed as Appendix C to the definitive Information Statement on Schedule 14C filed with the SEC on October 7, 2009.
3(i)		Certificate of Amendment of Certificate of Incorporation of the Registrant dated December 16, 2009. Filed as Exhibit 3(i) to the Current Report on Form 8-K filed with the SEC on December 22, 2009.
3(ii)		Bylaws of the Registrant. Filed as Appendix C to the definitive Information Statement on Schedule 14C filed with the SEC on October 7, 2009.
10.1		Stock Purchase Agreement dated September 10, 2009 made among Pashminadepot.com, Inc., Swissinso SA, Michael Gruering, Yves Ducommun, Jean-Bernard Wurm, Muttiah Yogananthan, Manuel de Souza, Antoine Eigenmann, Ergoma SA, SICG S.A. and Albert Krauer. Filed as Exhibit 10.1 to the Annual Report on Form 10-K/A filed with the SEC on June 17, 2011.
10.2		Note Purchase Agreement dated September 10, 2009 between Pashminadepot.com, Inc. and the purchaser thereof. Filed as Exhibit 10.2 to the Annual Report on Form 10K/A filed with the SEC on June 17, 2011.
10.3		9% Promissory Note of Pashminadepot.com, Inc. dated September 10, 2009 issued in the principal amount of $500,000. Filed as Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on September 15, 2009.
10.4		Secured Note dated September 10, 2009 issued by Swissinso SA to Pashminadepot.com, Inc. Filed as Exhibit 10.4 to the Current Report on Form 8-K filed with the SEC on September 15, 2009.
10.5		Security Agreement dated September 10, 2009 between Pashminadepot.com, Inc. and Swissinso SA. Filed as Exhibit 10.5 to the Current Report on Form 8-K filed with the SEC on September 15, 2009.
10.6		9% Promissory Note of Pashminadepot.com, Inc. dated September 21, 2009 issued in the principal amount of $250,000. Filed as Exhibit 10.6 to the Current Report on Form 8-K filed with the SEC on September 24, 2009.
10.7		Secured Note dated September 21, 2009 issued by SwissINSO SA to Pashminadepot.com, Inc. Filed as Exhibit 10.7 to the Current Report on Form 8-K filed with the SEC on September 24, 2009.
10.8		Master Capital Raising Agreement dated July 2009 between Swiss Investment Consulting Group SA and Pashminadepot.com, Inc. Filed as Exhibit 10.8 to the Annual Report on Form 10K/A filed with the SEC on June 17, 2011.
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. Filed as Exhibit 10.9 to the Annual Report on Form 10K/A filed with the SEC on June 17, 2011.
10.10		Technology Transfer and Research Agreement dated December 4, 2008 between Ecole Polytechnique Federale de Lausanne and Swiss-Indo Trade & Invest S.A. Filed as Exhibit 10.10 to the Current Report on Form 8-K filed with the SEC on October 22, 2009.
10.11		Technical Cooperation Agreement dated August 10, 2009 by and between Membran-Filtrations-Technik GmbH and Swiss-Indo Trade and Invest SA. Filed as Exhibit 10.11 to the Current Report on Form 8-K filed with the SEC on October 22, 2009.

10.12		Employment Contract dated December 12, 2008 between Swiss-Indo Trade & Invest SA and Dr. Yves Ducommun. Filed as Exhibit 10.12 to the Current Report on Form 8-K filed with the SEC on October 22, 2009.
10.13		Form of Subscription Agreement between each Subscriber and the Registrant. Filed as Exhibit 10.13 to the Annual Report on Form 10K/A filed with the SEC on June 17, 2011.
10.14		Form of 9% Secured Convertible Note from the Registrant to each Subscriber. Filed as Exhibit 10.14 to the Current Report on Form 8-K filed with the SEC on December 22, 2009.
10.15		Form of Common Stock Purchase Warrant from the Registrant to each Subscriber. Filed as Exhibit 10.15 to the Current Report on Form 8-K filed with the SEC on December 22, 2009.
10.16		Form of Security Agreement between SwissINSO, SA and each Subscriber. Filed as Exhibit 10.16 to the Current Report on Form 8-K filed with the SEC on December 22, 2009.
10.17		Form of Outside Directors’ Agreement between the Registrant and each outside director. Filed as Exhibit 10.17 to the Current Report on Form 8-K filed with the SEC on December 22, 2009.
10.18		Contract for Consultancy Services dated September 30, 2009 between Michel Gruering and SwissINSO SA. Filed as Exhibit 10.18 to the Annual Report on Form 10-K filed with the SEC on April 15, 2010.
10.19		Consulting Agreement dated December 9, 2010 between SwissINSO SA and Michel Gruering. Filed as Exhibit 10.19 to the Current Report on Form 8-K filed with the SEC on December 13, 2010.
10.20		Outside Directors’ Agreement dated December 9, 2010 between the Registrant and Michel Gruering. Filed as Exhibit 10.20 to the Current Report on Form 8-K filed with the SEC on December 13, 2010.
10.21		Employment Contract dated March 29, 2011 between Manuel de Sousa and SwissINSO SA. Filed as Exhibit 10.21 to the Current Report on Form 8-K filed with the SEC on April 15, 2011.
10.22		Employment Contract dated October 10, 2009 between Paul de Belay and SwissINSO SA. Filed as Exhibit 10.22 to the Annual Report on Form 10K/A filed with the SEC on June 17, 2011.
10.23		Voting Agreement and Proxy dated December 17, 2011 by and between Michel Gruering and Rafic Hanbali. Filed as Exhibit 10.23 to the Current Report on Form 8-K filed with the SEC on January 11, 2012.
10.24		Loan Agreement dated as of June 1, 2012 by and between InsOglass Holding S.A. and SwissINSO Holding Inc. Filed as Exhibit 10.24 to the Current Report on Form 8-K filed with the SEC on August 17, 2012.
10.25		Promissory Note dated June 1, 2012 from SwissINSO Holding Inc. to InsOglass Holding S.A. Filed as Exhibit 10.25 to the Current Report on Form 8-K filed with the SEC on August 17, 2012.
10.26		Security Agreement dated June 1, 2012 by and between SwissINSO Holding Inc. and InsOglass Holding S.A. Filed as Exhibit 10.26 to the Current Report on Form 8-K filed with the SEC on August 17, 2012.
10.27		Subscription Agreement dated August 15, 2012 by and between SwissINSO Holding Inc. and Salim Shaikh Ismail. Filed as Exhibit 10.27 to the Current Report on Form 8-K filed with the SEC on August 17, 2012.
10.28		Amendment dated January 31, 2013 to Loan Agreement dated as of June 1, 2012 by and between InsOglass Holding S.A. and SwissINSO Holding Inc. Filed as Exhibit 10.28 to the Current Report on Form 8-K filed with the SEC on January 31, 2013.
14		Code of Conduct and Ethics for Directors, Officers and Employees. Filed as Exhibit 14 to the Annual Report on Form 10K/A filed with the SEC on June 17, 2011.
16.1		Letter dated August 6, 2009 from Moore & Associates to the Securities and Exchange Commission. Filed as Exhibit 16.1 to the Current Report on Form 8-K filed with the SEC on August 7, 2009.
16.1		Letter dated December 22, 2009 from Seale and Beers, CPAs to the Securities and Exchange Commission. Filed as Exhibit 16.1 to the Current Report on Form 8-K filed with the SEC on December 22, 2009.
21		Subsidiaries of the registrant. Filed as Exhibit 21 to the Annual Report on Form 10-K filed with the SEC on April 15, 2010.
31.1 and 31.2		Certifications of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
32.1 and 32.2		Certifications of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith.
99.1		Press Release dated December 10, 2012. Filed as Exhibit 99.1 to the Current Report on Form 8-K filed with the SEC on December 10, 2012.
99.1		Press Release dated September 9, 2014. Filed as Exhibit 99.1 to the Current Report on Form 8-K filed with the SEC on September 15, 2014.
99.1		Press Release dated April 10, 2015. Filed as Exhibit 99.1 to the Current Report on Form 8-K filed with the SEC on April 10, 2015.

SIGNATURES

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

Signature	Title	Date

/s/ Rafic Hanbali	Chief Executive Officer and Director (Principal Executive Officer)	August 20, 2015
Rafic Hanbali

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Rafic Hanbali	Chief Executive Officer and Director (Principal Executive Officer)	August 20, 2015
Rafic Hanbali

/s/ Clive Harbutt	Chief Financial Officer (Principal Financial Officer and Principal	August 20, 2015
Clive Harbutt	Accounting Officer)

/s/ John Woodbridge	Director	August 20, 2015
John Woodbridge

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page No.
Report of Independent Registered Public Accounting Firms	F-2

Consolidated Balance Sheets as of December 31, 2014 and December 31, 2013	F-3

Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2014 and 2013	F-4

Consolidated Statements of Cash Flow for the years ended December 31, 2014 and 2013	F-5

Consolidated Statement of Changes in Stockholders’ Deficit for the years ended December 31, 2014 and 2013	F-6

Notes to Financial Statements	F-7

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of

SwissINSO Holding, Inc.

We have audited the accompanying consolidated balance sheets of SwissINSO Holding, Inc. and subsidiary (collectively, the “Company”) as of December 31, 2014 and 2013 and the related consolidated statements of operations and comprehensive loss, stockholders’ equity (deficit), and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an 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 audits 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 audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of SwissINSO Holding Inc. and subsidiary as of December 31, 2014 and 2013 and the results of their operations and their cash flows for the years then ended, 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 2 to the financial statements, the Company has suffered net losses and has a working capital deficiency. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ MaloneBailey, LLP

www.malonebailey.com

Houston, Texas

August 20, 2015

F-2

SWISSINSO HOLDING INC

CONSOLIDATED BALANCE SHEETS

As of December 31, 2014 and December 31, 2013

	2014			2013
	December 31			December 31
ASSETS

CURRENT ASSETS
Cash	$	2,854		$	6,173
Prepaid assets		20,256			16,819
Other receivables		4,811			-
Total current assets		27,921			22,992

TOTAL ASSETS	$	27,921		$	22,992

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Bank Loan		304,828			392,367
Accounts payable		993,307			1,098,832
Accrued expenses		351,264			172,991
Accrued payroll and benefits		509,319			548,656
Accounts payable due to related parties		225,000			-
Deferred income		150,961			168,501
Convertible loans from related parties		1,740,641			719,697
Loans from third parties		721,452			533,332
Total current liabilities	$	4,996,772		$	3,634,376

TOTAL LIABILITIES	$	4,996,772		$	3,634,376

STOCKHOLDERS' DEFICIT
Stockholders' deficit :
Authorized: 10,000,000 preferred shares, $0.0001 par value
Issued and outstanding shares : 0		-			-
Authorized: 200,000,000 common shares, $0.0001 par value
Issued and outstanding shares : 143,625,892 and 143,525,892		14,364			14,354
Additional paid in capital		12,603,087			12,431,924
Accumulated deficit		(17,665,290	)		(15,986,306	)
Accumulated other comprehensive income		78,988			(71,356	)
Total stockholders' deficit	$	(4,968,851	)	$	(3,611,384	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	27,921		$	22,992

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

F-3

SWISSINSO HOLDING INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

	Year Ended
	December 31,
	2014			2013

OPERATING EXPENSES
General and administrative		1,434,999			1,476,763
Loss on impairment of property & equipment		-			13,931
Total Operating Expenses:		1,434,999			1,490,694
OTHER INCOME
Interest income		1,391			6
Gain realized on expiration of warrant derivative		-			480,659
Exchange profit		5,707			8,987
Total Other Income:		7,098			489,652
OTHER EXPENSES
Interest expense		108,437			249,121
Other expense		19,954			-
Accounts receivable write off		122,692			-

Total Other Expenses:		251,083			249,121

NET INCOME (LOSS)	$	(1,678,984	)	$	(1,250,163	)

Foreign currency adjustment		150,344			(105,796	)

COMPREHENSIVE INCOME (LOSS)		(1,528,640	)		(1,355,959	)

Basic and diluted net income (loss) per share	$	(0.01	)	$	(0.01	)

Weighted average shares outstanding - Basic and diluted		143,596,303			128,186,988

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

F-4

SWISSINSO HOLDING INC.

CONSOLIDATED STATEMENTS OF CASH FLOW

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

	Year Ended
	December 31
	2014			2013

NET INCOME (LOSS)	$	(1,678,984	)	$	(1,250,163	)

OPERATING ACTIVITIES
Impairment of fixed assets		-			13,931
Shares issued for services		-			68,020
Loss on beneficial conversion feature		24,911			-
Change in stock warrants liability		-			(480,659	)

Changes in Operating Assets and Liabilities:
Increase (decrease) in prepaids and other receivables		(8,248	)		106,340
Increase (decrease) in accounts payable and accrueds		194,147			216,095
Increase (decrease) in related party accounts payable		225,000			-
Net cash used in operating activities		(1,243,174	)		(1,326,436	)

INVESTING ACTIVITIES
Proceeds from sale of asset		-			10,377
Net cash provided by (used in) investing activities		-			10,377

FINANCING ACTIVITIES
Proceeds from issuance of shares		48,000			-
Proceeds from bank loan		435,635			392,367
Repayment of bank loan		(466,860	)		-
Repayment of borrowings		(50,000	)		(11,682	)
Repayments to shareholders		-			(150,000	)
Debt due to third parties		220,780			5,402
Convertible debt due to shareholders		1,039,251			1,063,670
Net cash provided by financing activities		1,226,806			1,299,757

Effect of exchange rate on cash		13,049			(105,796	)

INCREASE (DECREASE) IN CASH		(3,319	)		(122,098	)

CASH AT BEGINNING OF PERIOD		6,173			128,271

CASH AT END OF PERIOD	$	2,854		$	6,173

Cash paid for interest and income taxes		-			-

NON CASH INVESTING AND FINANCING:
Shares issued for conversion of notes and accrued interest		-			4,297,480
Contributed capital by shareholders' forgiveness of accrued expenses and debt		98,262			513,484
Accrued salaries converted to debt		50,509			-

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

F-5

SWISSINSO HOLDING INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

					Additional		Other						Total
	Common Stock				Paid-In		Comprehensive			Accumulated			Stockholders'
	Shares		Amount		Capital		Income			Deficit			Deficit


Balance at December 31, 2012		101,469,293	$	10,147	$	7,557,147	$	34,440		$	(14,736,143	)	$	(7,134,409	)
Net loss for the period ended December 31, 2013											(1,250,163	)		(1,250,163	)
Shares issued for services rendered		1,914,286		191		67,829								68,020
Beneficial conversion feature interest expenses		40,142,313		4,016		4,293,464								4,297,480
Contributed capital by shareholders' forgiveness of accrued expenses and debt						513,484								513,484
Foreign currency exchange adjustment								(105,796	)					(105,796	)

Balance at December 31, 2013		143,525,892	$	14,354	$	12,431,924	$	(71,356	)	$	(15,986,306	)	$	(3,611,384	)
Net loss for the period Ended December 31, 2014											(1,678,984	)		(1,678,984	)
Shares issued for cash		100,000		10		47,990								48,000
Beneficial conversion feature interest expenses						24,911								24,911
Contributed capital by shareholders' forgiveness of accrued expenses and debt						98,262								98,262
Foreign currency exchange adjustment								150,344						150,344
Balance at December 31, 2014		143,625,892	$	14,364	$	12,603,087	$	78,988		$	(17,665,290	)	$	(4,968,851	)

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

F-6

SWISSINSO HOLDING INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2014 and 2013

NOTE 1 - Organization and Business

SwissINSO Holding Inc., (the “Company”) was incorporated in the state of Florida on November 13, 2007 under the name “Pashminadepot.com, Inc.” Until May 31, 2009, it focused on the business of developing a website to sell Pashmina and other accessories. Due to the state of the economy, virtually no business was conducted and this business plan was abandoned. Management then sought an operating company with which to merge or to acquire.

On September 10, 2009 the Company entered into a Stock Purchase Agreement with SwissINSO SA, a Swiss company (“SwissINSO”), and its shareholders pursuant to which the Company agreed to purchase all of the shares of SwissINSO to develop new business opportunities. The transaction was consummated on October 19, 2009, and SwissINSO became a wholly-owned subsidiary of the Company and the shareholders of SwissINSO received in exchange for their shares an aggregate of 50,000,000 shares of the Company’s common stock, or 65.62% of the then issued and outstanding share capital of the Company. At the same time, the Company 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.

On October 28, 2009, the state of incorporation was changed from Florida to Delaware by the merger of Pashminadepot.com, Inc. with and into its wholly-owned subsidiary, SwissINSO Holding Inc., a Delaware corporation, which had been formed for such purpose. In connection with such merger, the Company’s name changed 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 was converted into one share of the common stock of SwissINSO Holding Inc.

Prior to the acquisition of SwissINSO, the Company was in the development stage and had no revenues or business operations. Following the acquisition of SwissINSO, the Company’s business became exclusively the business of SwissINSO described below.

SwissINSO was incorporated in Switzerland on May 30, 2006. In conjunction with the Solar Energy and Building Physics Laboratory (LESO-PB) of the Swiss Polytechnic Institute of Lausanne, Switzerland (EPFL), SwissINSO targets, develops and commercializes breakthrough renewable energy green technologies exiting the LESO-PB product development pipeline.

SwissINSO utilizes its intellectual property assets to provide aesthetic and efficient solar energy solutions and products to the renewable energy market.

Since its inception, SwissINSO has devoted substantially all of its efforts to raising capital, research and development, market research, securing technology rights and the validation and scale-up of the Kromatix™ technology, the first SwissINSO product to exit the LESO-PB development pipeline.

SwissINSO has not generated any revenues to date.

NOTE 2 - Going Concern

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on raising additional capital to fund its business plan and ultimately to attain profitable operations through the generation of revenues from the sale of products and technologies. Accordingly, these factors raise substantial doubt as to the Company's ability to continue as a going concern. The Company has funded its initial operations by way of entering into a private placement offering and borrowings from its Chief Executive Officer and other stockholders.

The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

F-7

NOTE 3 - Significant Accounting Policies

Accounting Basis

These consolidated financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America.

Principles of Consolidation

The consolidated financial statements include the historical financial information of SwissINSO SA from inception to December 31, 2014. Intercompany transactions and balances have been eliminated.

Translation of Foreign Currency Financial Statements and Foreign Currency Transactions

The financial statements of the Company’s international subsidiary have been translated into United States dollars by translating balance sheet accounts at year end and period end exchange rates except for non-current assets which are translated at historical exchange rates, and statement of operations accounts at average exchange rates for the periods. Foreign currency translation gains and losses are reflected in the equity section of the Company’s consolidated balance sheet in Accumulated Other Comprehensive Income. The balance of the foreign currency translation adjustment, included in Accumulated Other Comprehensive Income, was $150,344 and $(105,796) for the years ended December 31, 2014 and 2013, respectively.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles of the United States 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 year. The more significant areas requiring the use of estimates include asset impairment, stock-based compensation, and future income tax amounts. Management bases its estimates on historical experience and on other assumptions considered to be reasonable under the circumstances. However, actual results may differ from the estimates.

Cash and Cash Equivalents

Cash and cash equivalents are comprised of current bank balances. The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.

Inventory

Inventories are stated at the lower of cost (first-in, first-out) or market. The Company’s policy is to regularly assesses slow-moving, excess and obsolete inventory and establish appropriate reserves against any amounts determined to have such characteristics.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation of furniture and equipment is provided using the straight-line method based on the estimated useful lives of assets, which range from four to ten years. Computer equipment is amortized using the straight-line method over the useful life of three years. Upon the disposition of property and equipment, the accumulated depreciation is deducted from the original cost and any gain or loss is reflected in current earnings.

F-8

Financial Instruments

The Company's financial instruments consist of notes payable to third parties. It is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from its financial instruments and that their fair values approximate their carrying values.

Derivative Financial Instruments

The Company’s objectives in using derivative financial instruments are to obtain the lowest cash cost-source of funds. Derivative liabilities are recognized in the consolidated balance sheets at fair value based on the criteria specified in FASB ASC topic 815-40 "Derivatives and Hedging – Contracts in Entity’s own Equity". The estimated fair value of the derivative liabilities is calculated using the Black-Scholes-Merton method where applicable. Such estimates are revalued at each balance sheet date, with changes in the value recorded as stock warrant expense in the consolidated statements of operations.

General and Administrative Expenses

General and administrative expenses consist primarily of salary and related employee benefit costs, professional and consultants’ fees, marketing and promotional expenses and various other general corporate expenses.

Employee Benefits

Mandatory contributions are made under Government retirement benefit and unemployment schemes at the minimum statutory rates in force during the period, based on gross salary payments. The costs of these payments are charged to the statement of income in the same period as the related salary costs.

Stock Option Plan

The Company recognizes all employee-based compensation as a cost in the financial statements. Equity-classified awards are measured at the grant date fair value of the award. The Company estimates grant date fair value using the Black-Scholes-Merton option-pricing model.

Excess tax benefits of awards that are recognized in equity related to stock option exercises are reflected as operating cash inflows.

Research and Development

Costs incurred in acquiring technological expertise and corresponding research and development are charged to operating expenses when incurred.

Other Expenses

Other expenses are comprised of fees for negotiating Company financing.

Net Loss Per Share

Basic net loss per share is calculated using the weighted average number of common shares outstanding and the treasury stock method is used to calculate diluted earnings per share. The Company has issued convertible notes with warrants which are potentially dilutive common shares. For the periods presented, this calculation proved to be anti-dilutive. As a result, the basic net loss per share is the same as diluted net loss per share for the years ended December 31, 2014 and 2013.

Income Taxes

The Company and its subsidiary provide for income taxes in accordance with FASB ASC 740-10. FASB ASC 740-10 requires the use of an asset and liability approach in accounting for income taxes. FASB ASC 740-10 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. No provision for income taxes is included in the statement due to its immaterial amount, net of the allowance account, based on the likelihood of the Company and its subsidiary to utilize the loss carry-forward.

F-9

Operating Leases

Rent expense on operating leases arises on a straight line basis and is charged to general and administrative expenses as it occurs.

Development Stage Entity

The Company has limited operations and is considered to be in the development stage. In the year ended December 31, 2014, the Company has elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the Company to remove the inception to date information and all references to development stage.

NOTE 4 - Property and Equipment

Property and equipment at December 31, 2014 and 2013 at cost, consisted of the following:

	2014			2013
Furniture	$	84,618		$	84,618
Computer equipment		102,818			102,818
		187,436			187,436
Less accumulated depreciation		(187,436	)		(187,436	)
	$	-0-		$	-0-

Depreciation expense on property and equipment for the years ended December 31, 2014 and 2013 was $-0- and $-0-.

NOTE 5 - Notes Payable

The Company issued a $250,000 promissory note in January 2010 to an independent third party bearing interest at 9% per annum repayable once the Company raised $6,000,000 through the sale of securities. The note remains outstanding. The Company’s subsidiary also borrowed monies from former executive officers and directors and a shareholder of the Company in prior years. As of December 31, 2013 and 2014, the balance due to such persons was $533,332 and $721,452. $546,276 of such loans bear interest at 9% per annum, and the balance of such loans are non-interest bearing. All of such loans remain outstanding.

During 2013 and 2014, the Company’s subsidiary borrowed monies from current executive officers and directors and another shareholder of the Company to meet the working capital needs of the Company’s subsidiary. The balance due to related parties as at December 31, 2013 and December 31, 2014 was $719,697 and $1,740,641 respectively. These loans are non-interest bearing and remain outstanding.

NOTE 6 - Convertible Notes with Warrants

The Company received subscriptions of $6,035,000 from the sale of 9% Secured Convertible Notes with Warrants issued in a private placement. A total of 12,070,000 Warrants were issued. All of such Notes were converted into shares of common stock at a conversion price of $0.50 per share during 2011, 2012 and 2013. The 12,070,000 Warrants were exercisable for an equivalent number of shares at an exercise price of $1.00 per share within five years of issuance date. The Company will issue common stock from authorized shares to Warrant holders upon the exercise of the Warrants. As of December 31, 2014, 2,900,000 Warrants had expired unexercised, and no Warrants have been exercised. As of the end of the first quarter of 2015, an additional 8,270,000 Warrants expired unexercised. The remaining 900,000 Warrants expire on September 15, 2015 (500,000 Warrants) and December 8, 2010 (400,000 Warrants) and have an exercise price of $1.00, a weighted average exercise price of $1.00 and no intrinsic value.

As of the issuance date of the Notes, the Company concluded that the Warrants were derivatives under ASC 815. As of December 31, 2013, the Company concluded that the Warrants were no longer derivatives and reduced the liability from $480,659 at December 31, 2012 to $-0- at December 31, 2013, resulting in a gain of $480,659 for the year ended December 31, 2013.

F-10

NOTE 7 - Capital Stock

During 2014, the Company sold 100,000 shares of its common stock to an individual at a price of $0.48 per share.

NOTE 8 - Income Taxes

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial statement purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax liabilities and assets as of December 31, 2014 and December 31, 2013 are as follows:

	2014
	SWISSINSO SA			HOLDING			CONSOLIDATED
Accumulated net operating loss	$	(6,132,232	)	$	(10,497,003	)		(16,629,235	)
Effective income tax rate		7.8	%		34	%		41.8	%
Deferred tax asset		(478,314	)		(3,568,981	)		(6,951,020	)
Less valuation allowance		478,314			3,568,981			6,951,020
Net deferred tax asset	$	-0-		$	-0-		$	-0-

	2013
	SWISSINSO SA			HOLDING			CONSOLIDATED
Accumulated net operating loss	$	(6,187,411	)		(8,910,442	)		(15,097,853	)
Effective income tax rate		7.8	%		34	%		41.8	%
Deferred tax asset		(482,618	)		(3,029,550	)		(6,310,903	)
Less valuation allowance		482,618			3,029,550			6,310,903
Net deferred tax asset	$	-0-		$	-0-		$	-0-

Through December 31, 2014, a valuation allowance has been recorded to offset the deferred tax assets, including those related to the net operating losses. At December 31, 2014, the Company had $17,665,290 of net accumulated operating losses. The net operating loss carry forwards, if not utilized, will begin to expire in 2027. Internal Revenue Code Section 382 restricts the ability to use these carryforwards whenever an ownership change occurs. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years.

Reconciliations of the U.S. federal statutory rate to the actual tax rate for the years ended December 31, 2014 and 2013 are as follows:

Federal statutory income tax rate	34.0	%
State tax net of federal benefit	0.0	%
Benefit from lower foreign income tax rate	7.8	%
	41.8	%
Increase in valuation allowance	(41.8	)%
Effective tax rate	0.0	%

NOTE 9 - Related Party Transactions

At December 31, 2014, the Company was indebted to InsOglass Holding SA, a business organization controlled by the Company’s Chief Executive Officer (“InsOglass”) for $1,248,296 of loans made by such entity to the Company during 2013 ($228,001) and 2014 ($1,020,295) to meet the working capital needs of the Company and its subsidiary. Such loans are interest-free and are secured by certain assets of the Company’s subsidiary and are convertible, at the option of InsOglass, into shares of common stock of the Company at a conversion rate of $0.035 per share. The Company has recognized a beneficial conversion feature in APIC in the amount of $24,911 related to these borrowings.

The Company is also indebted to Salim Shaikh Ismail, the holder of 13,858,633 shares, or 9.65%, of our Common Stock, for $491,696 of loans made by him to the Company during 2013 to meet the working capital needs of the Company and its subsidiary. Such loans are unsecured, are due on demand and do not bear interest.

F-11

NOTE 10 - Lease

The Company rents office space in New York pursuant to a monthly agreement with Regus. The rental cost for the period from the commencement of the lease through December 31, 2014 was $3,437. SwissINSO rents office space pursuant to a monthly property rental agreement with Fondation Scientifique EPFL, Lausanne, Switzerland that can be renewed monthly. The rental cost for the period ended December 31, 2014 totaled $12,000, as compared to $63,812 for 2013.

NOTE 11 - Concentrations of Risks

Cash Balances

The Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation (FDIC). Up to December 31, 2014 all non-interest bearing transaction deposit accounts at an FDIC-insured institution, including all personal and business checking deposit accounts that do not earn interest, are fully insured for the entire amount in the deposit account. All other deposit accounts at FDIC-insured institutions are insured up to at least $250,000 per depositor. Insurance coverage for certain retirement accounts, which include all IRA deposit accounts, will remain at $250,000 per depositor. SwissINSO maintains its cash with sound international banking institutions.

NOTE 12 - Commitments and Deferred Income

Under an agreement for the acquisition of industrial technology with EPFL, a Lausanne, Switzerland research university that specializes in physical sciences and engineering, the Company through its subsidiary was committed at December 31, 2014 and December 31, 2013 as follows:

	December 31
	2014		2013
Payments for acquisition of technology over a 4 year period	$	46,820	$	81,780

During the years ended December 31, 2014 and 2013, the Company’s subsidiary made payments to EPFL aggregating CHF 119,620 ($128,600) and CHF 100,000 ($111,000), respectively, as required under the agreement.

The Company entered into a joint venture agreement with Axama Consult AG on January 23, 2013 whereby the Company received $163,501 from Axama Consult AG as a participation fee. The Company subsequently cancelled the joint venture agreement and recorded the proceeds from the participation fee as deferred income pending an agreed settlement. The discussions in respect of such are ongoing.

NOTE 13 – Equity Compensation Plans

In 2009, the Company adopted a stock compensation plan (the “Plan”) pursuant to which the Company’s Board of Directors may grant stock options or nonvested shares to officers and key employees. To date, the Company has only granted stock options settleable in shares. The Plan authorizes grants to purchase up to 10,000,000 shares of authorized but unissued common stock. Stock options can be granted with an exercise price less than, equal to or greater than the stock’s fair value at the date of grant. All awards have terms and vesting schedules as determined on a case-by-case basis by the Board of Directors.

At December 31, 2014, there were 4,200,000 additional shares available for the Company to grant under the Plan. The grant-date fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton option-pricing model.

F-12

Stock option activity during the periods indicated is as follows:

	Number of Shares		Weighted average exercise price		Weighted average remaining contractual term		Average intrinsic value
Balance at December 31, 2012		5,500,000	$	0.10		9.5	$	-
Granted		-	$	-		-	$	-
Forfeited		-		-		-		-
Exercised		-	$	-		-	$	-
Expired		-		-		-		-
Balance at December 31, 2013		5,500,000	$	0.10		8.5	$	-
Granted		-		-		-		-
Forfeited		-		-		-		-
Exercised		-		-		-		-
Expired		-		-		-		-
Balance at December 31, 2014		5,500,000	$	0.10		7.5	$	-
Exercisable at December 31, 2014		5,500,000	$	0.10		7.5	$	-

The weighted average fair value of the options granted at December 31, 2014 and December 31, 2013 was $0.01and $0.01, respectively. During 2014 and 2013, no options were exercised.

The Company currently uses authorized and unissued shares to satisfy share award exercises.

NOTE 14 – Subsequent Events

During the first quarter of 2015, the Company’s subsidiary borrowed approximately $223,409 from InsOglass to meet the working capital needs of the Company and its subsidiary. The loans do not bear interest and are repayable on a to be agreed future date.

During the first quarter of 2015, the Company’s subsidiary made product development payments to EPFL aggregating $25,280 against the past due balance under the agreement between SwissINSO and EPFL for the acquisition of technology.

During 2015, the Company sold $55,000 of convertible promissory notes to five non-affiliated individuals. The notes bear interest at the rate of 5% per annum, mature on October 31, 2016 and are convertible at the option of the holders into shares of the Company’s Common Stock at a conversion price of $0.05 per share.

On June 30, 2015, the Company filed a Certificate of Amendment to its Certificate of Incorporation increasing the number of authorized shares of Common Stock from 200 Million to 300 Million.

F-13

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