10-Q 1 f10q0914_swissinsohold.htm QUARTERLY REPORT

 

 

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 September 30, 2014

 

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 Jurisdictionof
Incorporation or Organization)

 

(I.R.S. Employer
ID Number)

 

PSE – Parc Scientifique de l’EPFL

Route J.D. Colladon

Building D – 3rd Floor

1015 Lausanne, Switzerland

(Address of Principal Executive Offices)

 

(011) 41 21 693 8640

(Registrant’s Telephone Number, Including Area Code)

 

 

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

 

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 ☐ 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 (Section 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 ☒

 

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. (Check one):

 

Large accelerated filer Accelerated filer
Non-accelerated filer Smaller reporting company ☒ 

(Do not check if a smaller reporting company)

  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 

As of February 5, 2015, there were outstanding 143,625,892 shares of Common Stock, par value $0.0001 per share.

 

 

 

 
 

 

TABLE OF CONTENTS

 

    Page
PART I FINANCIAL INFORMATION 3
Item 1. Financial Statements (Unaudited) 3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 8
Item 3. Quantitative and Qualitative Disclosures About Market Risk. 11
Item 4. Controls and Procedures. 11
PART II OTHER INFORMATION 12
Item 1. Legal Proceedings. 12
Item 1A. Risk Factors. 12
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 12
Item 3. Defaults Upon Senior Securities. 12
Item 4. Mine Safety Disclosures. 12
Item 5. Other Information. 12
Item 6. Exhibits. 12

 

2
 

 

PART I

FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

SWISSINSO HOLDING INC.

CONSOLIDATED BALANCE SHEETS

UNAUDITED

 

   September 30   December 31 
   2014   2013 
ASSETS        
         
CURRENT ASSETS        
Cash  $9,900   $6,173 
Prepaid assets   17,422    16,819 
Subscription receivable   48,000    - 
Other receivables   57,609    - 
Debtors   5,354    - 
Total current assets   138,285    22,992 
           
TOTAL ASSETS  $138,285   $22,992 
           
LIABILITIES AND STOCKHOLDERS' DEFICIT          
           
CURRENT LIABILITIES          
Bank loan  $308,140   $392,367 
Accounts payable   1,149,055    1,098,832 
Accrued expenses   169,898    172,991 
Accrued payroll and benefits   566,345    548,656 
Accounts payable due to related parties   225,000    - 
Deferred income   169,121    168,501 
Convertible loans from related parties   1,685,877    719,697 
Loans from third parties   537,823    533,332 
Total current liabilities   4,811,259    3,634,376 
           
TOTAL LIABILITIES   4,811,259    3,634,376 
           
STOCKHOLDERS' DEFICIT          
Stockholders' deficit :          
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   12,504,825    12,431,924 
Deficit accumulated during development stage   (17,076,960)   (15,986,306)
Accumulated other comprehensive income (loss)   (115,203)   (71,356)
Total stockholders' deficit   (4,672,974)   (3,611,384)
           
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT  $138,285   $22,992 

 

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

 

3
 

 

SWISSINSO HOLDING INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

UNAUDITED

 

   For The Three Months Ended   For The Nine Months Ended 
   September 30,   September 30, 
   2014   2013   2014   2013 
                 
REVENUES  $-   $-   $-   $- 
                     
OPERATING EXPENSES                    
General and administrative   349,849    354,303    1,116,155    1,319,442 
Stock warrants expense   -    (3,505)   -    (476,544)
                     
    349,849    350,798    1,116,155    842,898 
OTHER INCOME                    
Interest income   1,297    1    1,298    5 
Gain from abandonment of debts   -   725    65,089    452,233 
Other income   7,545    -    7,545    - 
Participation fee   -    257    -    160,479 
Exchange profit   -    1,180    -    1,180 
                     
    8,842   2,163    73,932    613,897 
                     
OTHER EXPENSES                    
Interest expense   33,429    61,667    43,250    230,034 
Exchange loss (gain)   5,181    (10,848)   5,181    - 
Loss on impairment of property and equipment   -    13,931    -    13,931 
    38,610    64,750    48,431    243,965 
                     
NET INCOME (LOSS)  $(379,617)  $(413,385)  $(1,090,654)  $(472,966)
                     
Foreign currency adjustment   (106,793)   (122,059)   (43,877)   (55,279)
                     
COMPREHENSIVE INCOME (LOSS)   (486,410)   (535,444)   (1,134,531)   (528,245)
                     
Basic and diluted net loss per share  $(0.00)  $(0.00)  $(0.01)  $(0.00)
                     
Weighted average shares outstanding - Basic and diluted   143,625,892    136,262,750    143,586,332    131,342,397 

 

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

 

4
 

 

SWISSINSO HOLDING INC.

CONSOLIDATED STATEMENTS OF CASH FLOW

UNAUDITED

 

   For the Nine Months Ended 
   September 30 
   2014   2013 
         
NET INCOME (LOSS)  $(1,090,654)  $(472,966)
           
OPERATING ACTIVITIES          
Adjustments to reconcile net loss to net cash used in operating activities:          
Depreciation   -    12,124 
Shares issued for services   -    68,020 
Gain from abandonment of debt   (65,089)   - 
Beneficial conversion feature   24,911    31,252 
Loss on impairment of property and equipment   -    13,931 
Change in stock warrants liability   -    (476,544)
Changes in Operating Assets and Liabilities:          
(Increase) / decrease in prepaids and other receivables   (58,212)   12,850 
(Increase) / decrease in debtors   (5,354)   (13,254)
Increase in accounts payable due to related parties   225,000    - 
Increase (decrease) in accounts payable and accrued expenses   130,528    (538,370)
Net cash used in operating activities   (838,870)   (1,362,957)
           
FINANCING ACTIVITIES          
Proceeds from bank loan   -   319,213 
Payments on bank loan   (84,227)   - 
Proceeds from related party convertible debt   966,180    - 
Proceeds from third party debt   4,491    166,000 
Debt due to shareholders   -    811,376 
Net cash provided by financing activities   886,444    1,296,589 
           
Effect of exchange rate on cash   (43,847)   (57,020)
           
INCREASE (DECREASE) IN CASH   3,727    (123,388)
           
CASH AT BEGINNING OF PERIOD   6,173    128,271 
CASH AT END OF PERIOD  $9,900   $4,883 
           
CASH PAID FOR:          
Interest  $-   $- 
Income Taxes  $-   $- 
           
NON-CASH INVESTING AND FINANCING TRANSACTIONS:          
Common stock subscription receivable   48,000    - 
Shares issued on conversion of notes and accrued interest   -    2,413,833 

 

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

 

5
 

 

SWISSINSO HOLDING INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

September 30, 2014

 

NOTE 1 - Basis of Presentation

 

The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted.

 

The company has limited operations and is considered to be in the development stage. In the nine months ended September 30, 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 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.

 

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

 

6
 

 

NOTE 3 – Related Party Transactions

 

The Company borrowed $966,180 during the nine months ended September 30, 2014 from InsOglass Holding SA, a business organization controlled by the Company’s Chief Executive Officer (“InsOglass”). The Company is indebted to InsOglass for $1,194,181 for loans made by such entity to the Company through September 30, 2014 to meet the working capital needs of the Company and its subsidiary. The balance outstanding is unsecured, due on demand and non-interest bearing. Such loans 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. Based on the share price at the time the loan agreement was entered into, the Company has a beneficial conversion feature of $24,911 for this convertible loan, and this was recorded to interest expense during the nine months ended September 30, 2014.

 

The Company is indebted to Salim Shaikh Ismail, the holder of 13,858,633 shares of our Common Stock, or 9.66%, for $491,696 of loans made by him to the Company 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.

 

NOTE 4- Note Payable

 

During the nine months ended September 30, 2014, the Company borrowed $4,491 from former related party lenders. The note is non-interest bearing and due on demand.

 

NOTE 5 - Commitments

 

Under an agreement for the acquisition of industrial technology, the Company through its subsidiary was committed at September 30, 2014 to make payments of $56,780.

 

NOTE 6 – Bank Loan

 

During the nine months ended September 30, 2014, the Company repaid $84,227 of the $392,367 it had borrowed from Banque Cantonale de Fribourg with the personal guarantee of the Company’s Chief Executive Officer. The total outstanding amount due on this facility as of September 30, 2014 was $308,140.

 

NOTE 7 – Forgiveness of Accrued Expenses

 

During the nine months ended September 30, 2014, the Company’s subsidiary settled obligations with certain of its creditors resulting in the forgiveness of $14,596 of accrued expenses and $50,493 for accrued salaries.  The Company recorded a gain on the abandonment of debt of $65,089.

 

NOTE 8 – Correction of Prior Quarter Information

 

During the nine months ended September 30, 2014, the Company identified an error in the accounting and presentation of the abandonment of debt. This resulted in an understatement of current liabilities of $44,137 as of June 30, 2014 and an overstatement of net loss at the three and six months ended June 30, 2014. In accordance with the SEC’s Staff Accounting Bulletin Nos. 99 and 108 (SAB 99 and SAB 108), the Company evaluated this error and, based on an analysis of quantitative and qualitative factors, determined that the error was immaterial to the prior reporting period affected. However, if the adjustments to correct the cumulative effect of the above error had been recorded, the Company believes the impact would have been significant and would impact comparisons to prior periods. Therefore, as permitted by SAB 108, the Company corrected, in the current filing, previously reported results for the June 30, 2014 financial statements.

 

NOTE 9 – Other Receivables

 

Included in Other Receivables is $50,736 due from Emirates Insolaire, a joint venture with SwissINSO SA, for the development and application of new solar technologies and products. As of the date hereof, the joint venture agreement had not yet been finalized.

 

NOTE 10 – Subsequent Event

 

During the fourth quarter of 2014, the Company’s subsidiary borrowed approximately $225,000 from InsOglass under the convertible loan agreement disclosed in Note 3 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.

 

7
 

 

Item 2.          Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

As used in this Form 10-Q, references to the “Company,” “we,” “our” or “us” refer to the Registrant and our subsidiary, SwissINSO SA, unless the context otherwise indicates.

 

Forward-Looking Statements

 

This Quarterly Report on Form 10-Q 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 Quarterly Report on Form 10-Q 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 Quarterly Report on Form 10-Q or in documents incorporated by reference in this Quarterly Report on Form 10-Q. 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.

 

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 unaudited financial statements as of September 30, 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.

 

8
 

 

Results of OperationsThree and nine months ended September 30, 2014 compared to three and nine months ended September 30, 2013

 

During the three month periods ended September 30, 2014 and September 30, 2013, the Company generated no revenues. During the quarter ended September 30, 2014, we incurred $349,849 of general and administrative expenses as we continued the development of the business of SwissINSO. In addition, we had interest expense of $33,429, of which $24,911 was related to beneficial conversion feature and the balance was interest charges related to a bridge loan received in September 2009 and short-term loans received during 2011, 2012, 2013 and the first nine months of 2014. In comparison, during the quarter ended September 30, 2013, we incurred $354,303 of general and administrative expenses as we continued the development of the business of SwissINSO. In addition, we incurred $61,667 in interest charges related to bridge loans received in September 2009, convertible notes and warrants sold in a private placement from December 2009 through December 2010 and short-term loans received during 2011, 2012 and the first nine months of 2013.

 

Our net loss before foreign currency translation adjustments during the quarter ended September 30, 2014 was $379,617, as compared to a net loss before foreign currency translation adjustments during the quarter ended September 30, 2013 of $413,385.

 

During the nine month periods ended September 30, 2014 and September 30, 2013, the Company generated no revenues. During the nine months ended September 30, 2014, we incurred $1,116,155 of general and administrative expenses as we continued the development of the business of SwissINSO. In addition, we had interest expense of $43,250, of which $24,911 was related to beneficial conversion feature and the balance was interest charges related to a bridge loan received in September 2009 and short-term loans received during 2011, 2012, 2013 and the first nine months of 2014. In comparison, during the nine months ended September 30, 2013, we incurred $1,319,442 of general and administrative expenses as we continued the development of the business of SwissINSO and $230,034 in interest charges related to bridge loans received in September 2009, convertible notes and warrants sold in a private placement from December 2009 through December 2010 and short-term loans received during 2011, 2012 and the first nine months of 2013.

 

Our net loss before foreign currency translation adjustments during the nine months ended September 30, 2014 was $1,090,654, as compared to a net loss before foreign currency translation adjustments during the nine months ended September 30, 2013 of $472,966, including accrued salaries of $452,233 abandoned during the period and an offsetting gain on such abandonment and a non-cash stock warrants gain of $476,544. In 2014, management determined that warrants granted in prior years should not have been accounted for as derivatives and that the liability at September 30, 2014 (as well as at December 31, 2013) should be $-0-. Had this accounting treatment been in place during the nine months ended September 30, 2013, our results for that quarter would have been a net loss before foreign currency translation adjustments of $949,510.

 

9
 

 

Liquidity and Capital Resources

 

As of September 30, 2014, we had a working capital deficit of $4,672,974 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 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 twelve (12) months.

 

During the nine months ended September 30, 2014, we received short-term loans aggregating approximately $966,180 from our 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 large part of these obligations were settled in the nine months ended September 30, 2014.

 

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 and/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. We will also need to commercialize our Kromatix™ business. If we are not successful in raising sufficient capital, either from sales of securities, additional borrowings, revenues generated by the Kromatix™ business or from the entry into a joint venture with a partner for all or parts of the SwissINSO 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 revenues 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) developing the Kromatix™ business. We incurred a net loss before foreign currency translation adjustments during the nine months ended September 30, 2014 of $1,090,654. These factors continue to raise substantial doubt about 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 from entry into a joint venture with a partner for all or part of SwissINSO’s business. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

10
 

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements.

 

Item 3.          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 4.          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 Quarterly Report on Form 10-Q. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, 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.

 

Changes in Internal Control over Financial Reporting

 

There has been no change in our internal control over financial reporting during the quarter ended September 30, 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

11
 

 

PART II

OTHER INFORMATION

 

Item 1.          Legal Proceedings.

 

None.

 

Item 1A.       Risk Factors

 

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 2.          Unregistered Sales of Equity Securities and Use of Proceeds.

 

None.

 

Item 3.          Defaults Upon Senior Securities.

 

None.

 

Item 4.          Mine Safety Disclosures.

 

Not applicable.

 

Item 5.          Other Information.

 

During the quarter ended September 30, 2014, the Company’s subsidiary borrowed approximately $319,302 from InsOglass Holding SA, a business organization controlled by the Company’s Chief Executive Officer, to meet the working capital needs of the Company’s subsidiary. The loans do not bear interest and are repayable on a to be agreed future date.

 

Item 6.          Exhibits

 

Exhibit Number   Description
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.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  SWISSINSO HOLDING INC.
     
Dated: February 5, 2015 By: /s/ Rafic Hanbali
  Name: Rafic Hanbali
  Title: Chief Executive Officer
    (Principal Executive Officer)
     
Dated: February 5, 2015 By: /s/ Clive D. Harbutt
  Name: Clive D. Harbutt
  Title: Chief Financial Officer
    (Principal Financial Officer and
    Principal Accounting Officer

 

 

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