UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2015

☐ TRANSITION REPORT PURSUANT TO 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 No.)

845 Third Avenue

6th Floor

New York, New York 10022

(Address of Principal Executive Offices)

(646) 290-5000

(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 January 29, 2016, there were outstanding 195,059,576 shares of Common Stock, par value $0.0001 per share.

TABLE OF CONTENTS

		Page
PART I FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited).	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	7
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	8
Item 4.	Controls and Procedures.	9
PART II OTHER INFORMATION
Item 1.	Legal Proceedings.	10
Item 1A.	Risk Factors.	10
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	10
Item 3.	Defaults Upon Senior Securities.	10
Item 4.	Mine Safety Disclosures.	10
Item 5.	Other Information.	10
Item 6.	Exhibits.	10

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements.

SWISSINSO HOLDING INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	March 31, 2015			December 31, 2014
ASSETS

CURRENT ASSETS
Cash	$	6,051		$	2,854
Prepaid expenses		37,032			20,256
Other receivables		245,059			4,811
Total current assets		288,142			27,921

TOTAL ASSETS	$	288,142		$	27,921

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Bank loan		309,875			304,828
Accounts payable		1,094,905			993,307
Accrued expenses		277,728			351,264
Accrued payroll and benefits		511,275			509,319
Accounts payable due to related parties		-			225,000
Deferred income		153,428			150,961
Convertible loans from related parties		1,898,289			1,740,641
Loans from third parties		699,380			721,452
Total current liabilities		4,944,880			4,996,772

TOTAL LIABILITIES	$	4,944,880		$	4,996,772

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 143,625,892		14,364			14,364
Additional paid in capital		12,603,087			12,603,087
Deficit accumulated		(17,314,102	)		(17,665,290	)
Accumulated other comprehensive income		39,913			78,988
Total stockholders' deficit		(4,656,738	)		(4,968,851	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	288,142		$	27,921

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

SWISSINSO HOLDING INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	Three Months Ended
	March 31,
	2015		2014
REVENUES	$	5,143	$	-

OPERATING EXPENSES
General and administrative	$	254,807	$	324,292
Total operating expense		254,807		324,292

OTHER INCOME
Interest income		-		1
Gain realized from expiry of warrant derivative		-		27,526
Exchange profit		14,923		-
Other income		2,087		-
Reimbursement of prior year expenses		606,070		-
Total other income		623,080		27,527

OTHER EXPENSES
Interest expense		22,227		5,230
Exchange loss (gain)		-		73
Total other expense		22,227		5,303

NET INCOME (LOSS)	$	351,189	$	(302,068	)

Foreign currency (gain) loss		39,075		5,232

COMPREHENSIVE INCOME (LOSS)		312,114		(307,300	)

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

Weighted average shares outstanding – Basic and diluted		143,625,892		143,525,892

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

SWISSINSO HOLDING INC.

CONSOLIDATED STATEMENTS OF CASH FLOW

(UNAUDITED)

	Three Months Ended
	March 31
	2015			2014

NET INCOME (LOSS)		351,189			(302,068	)

Change in operating activities		(351,152	)		(113,963	)
Net cash used in operating activities		37			(416,031	)

FINANCING ACTIVITIES
Proceeds from bank loan		5,047			-
Proceeds from related party loans		3,069			450,402
Repayment of borrowings		-			(34,242	)
Net cash provided by financing activities		8,116			416,160

Effect of exchange rate on cash		(4,956	)		(5,232	)

INCREASE (DECREASE) IN CASH		3,197			(5,103	)

CASH AT BEGINNING OF PERIOD		2,854			6,173

CASH AT END OF PERIOD	$	6,051		$	1,070

CASH PAID FOR INTEREST AND INCOME TAXES	$	-		$	-

NON-CASH INVESTING AND FINANCING:
Related party payment of expenses	$	48,524		$	-
Reclassification of consulting fees		225,000			-

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

SWISSINSO HOLDING INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

March 31, 2015

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.

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.

NOTE 3 – Related Party Transactions

The Company borrowed approximately $415,868 during the quarter ended March 31, 2015 from InsOglass Holding SA, a business organization controlled by the Company’s Chief Executive Officer (“InsOglass”). Of this amount, $412,799 represents payment of current period expenses, and $3,069 represents cash received by the Company. Offsetting this amount is $492,345 in reimbursements that were paid directly to InsOglass. The Company is indebted to InsOglass for $1,406,593 of loans made by such entity to the Company through March 31, 2015 to meet the working capital needs of the Company and its subsidiary. The balance outstanding is 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. A reclassification of consulting fees amounting to $225,000 has been done in the first quarter 2015. This amount represents indebtedness of the Company to InsOglass and is also convertible into shares of common stock of the Company.

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 – Bank Loan

During the first quarter of 2015, the Company borrowed an additional $5,047 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 March 31, 2015 was $309,875.

NOTE 5 - Subsequent Events

During the second and third quarters of 2015, the Company’s subsidiary borrowed approximately $38,789 and $123,401, respectively, from InsOglass to meet the working capital needs of the Company and its subsidiary. These loans are non-interest bearing, and there is no specific repayment date applicable to them. In addition, during the second quarter of 2015, the Company borrowed $55,000 from five new investors. The loans bear interest at 5% and have a maturity date of 18 months from issue date.

During the third quarter of 2015, InsOglass converted loans aggregating $1,352,445 into 38,641,285 shares of the Company’s common stock, and Salim Shaikh Ismail converted loans aggregating $491,696 into 12,292,400 shares of the Company’s common stock.

During the fourth quarter of 2015, the Company issued 250,000 shares of its common stock to each of two investors for a purchase price of $25,000 each.

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 March 31, 2015 and 2014, 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 – Three months ended March 31, 2015 compared to three months ended March 31, 2014

During the three month period ended March 31, 2015, the Company generated its first revenues totaling $5,143 relating to the sale of Kromatix™ glass. During the quarter ended March 31, 2015, we incurred $254,807 of general and administrative expenses as we continued the development of the business of SwissINSO and $22,227 in interest charges related to a bridge loan received in September 2009 and short-term loans received during 2011, 2012, 2013, 2014 and the first quarter of 2015. However, as a result of receiving reimbursement of expenses relating to 2014 and totaling $606,070 from Emirates Insolaire, we had total other income of $623,080. In comparison, during the quarter ended March 31, 2014, we incurred $324,292 of general and administrative expenses as we continued the development of the business of SwissINSO and $5,230 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, 2013 and the first quarter of 2014 and had total other income of $27,527.

During the quarter ended March 31, 2015, we had net income before foreign currency translation adjustments of $351,189, as compared to a net loss before foreign currency translation adjustments during the quarter ended March 31, 2014 of $302,068.

Liquidity and Capital Resources

As of March 31, 2015, we had a working capital deficit of $4,656,738 as compared with a working capital deficit at December 31, 2014 of $4,968,851. 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 three months ended March 31, 2015, the Company borrowed approximately $415,868 from InsOglass. Of this amount, $412,799 represents payment of current period expenses, and $3,069 represents cash received by the Company. Offsetting this amount is $492,345 in reimbursements that were paid directly to InsOglass. These loans were sufficient to enable the Company to meet the working capital needs of SwissINSO.

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 realized net income before foreign currency translation adjustments during the three months ended March 31, 2015 of $351,189. Despite this positive result, which was primarily due to the reimbursement of prior year expenses, there are significant financial challenges that continue to raise concern as to the ability of the Company to continue as a going concern. As discussed above, management plans include attempting to obtain additional capital from sales of securities and private borrowings and from the commercialization of the Kromatix™ business. 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 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 March 31, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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 March 31, 2015, the Company’s subsidiary borrowed approximately $415,868 from InsOglass to meet the working capital needs of the Company’s subsidiary. Of this amount, $412,799 represents payment of current period expenses, and $3,069 represents cash received by the Company. Offsetting this amount is $492,345 in reimbursements that were paid directly to InsOglass. 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.

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

Date: January 29, 2016	By:	/s/ Rafic Hanbali
	Name:	Rafic Hanbali
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: January 29, 2016	By:	/s/ Clive D. Harbutt
	Name:	Clive D. Harbutt
	Title:	Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)

SWISSINSO HOLDING INC. 10-Q