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, ~~2012~~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)

~~PSE~~845 –Third ~~Parc Scientifique de l’EPFL~~Avenue

~~Route~~6th ~~J.D. Colladon~~Floor

~~Building~~New DYork. –New ~~3rd Floor~~York 10022

1015 Lausanne, Switzerland

(Address of principal executive offices)

Registrant’s telephone number, including area Code (~~011~~646) ~~41 21 693 8640~~290-5000

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

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

Securities registered pursuant ~~Under~~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
Common Stock, par value $0.0001 per share		OTCBB

___________________

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 x No o~~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 (6167,~~715~~302,~~533~~771 shares) was approximately $32,~~085~~019,~~777~~083, based on the last sale price of $0.0503 for such common equity on June 30, ~~2012~~2015, the end of the issuer’s most recently completed second fiscal quarter.

As of ~~April~~August 1520, ~~2013~~2015, there were outstanding ~~134~~ 143,~~265~~625,~~321~~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, ~~2012~~2014

INDEX

			Page
PART I			1
	Item 1.	Business	15
	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			910
	Item 10.	Directors, Executive Officers and Corporate Governance	910
	Item 11.	Executive Compensation	1112
	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 ~~air~~production ~~cooling~~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 ~~and validating and scaling-up of the Kromatix™ technology, the first SwissINSO product to exit the LESO-PB development pipeline~~. ~~SwissINSO has not generated any revenues since its inception.~~

1In 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~~1

~~Prior~~Technology 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.Refocus

InPrior to 2012, the Company’s ~~recognized~~focus was on the ~~challenges~~development ~~and~~of ~~confusion~~products ~~associated~~in ~~with~~two ~~trying~~distinctly toseparate ~~develop~~markets and ~~sell~~industries ~~two~~– ~~distinctly~~water ~~different~~purification ~~products~~with ~~and~~its ~~the~~Krystall™ solar ~~drain~~powered onwater ~~resources~~purification units and ~~took~~energy ~~the~~control ~~decision~~of tobuildings ~~discontinue~~with ~~actively~~its ~~promoting Kyrstall~~Klymaa™ ~~and~~(now toKromatix™) ~~exit~~nanotechnology glass ~~the~~coating ~~water purification business~~process.

~~This~~In ~~decision~~2012, ~~freed~~the upCompany ~~management~~recognized the challenges and confusion associated with trying to ~~focus~~develop ~~solely~~and sell two distinctly different products and the drain on ~~its~~resources ~~core~~and ~~business~~took the ~~line~~decision ofto ~~Kromatix~~discontinue actively promoting Kyrstall™ and to exit the water purification business.

~~The~~This ~~Company~~decision isfreed ~~now solely focused on the final technology scale~~ up, ~~launch~~management ~~and promotion of Kromatix™ and will continue~~ to ~~work~~focus solely ~~with LESO-PB~~ on ~~new~~its ~~products~~core ~~exiting~~business ~~the~~line ~~LESO-PB~~of ~~product development pipeline~~Kromatix™.

~~Technology~~The development of interferential layers technology is now finished and ~~Products~~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.

~~The~~Technology first product to exit this development pipeline is a nanotechnology glass coating 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).~~Products

ByThe ~~replacing~~product ~~the~~which ~~transparent~~has ~~glass~~already ~~used~~exited inthe ~~solar~~development pipeline ~~panel~~ and ~~tile~~is ~~production~~industrialized ~~with~~is ~~Kromatix™, an~~a ~~opaque~~nanotechnology ~~colored~~ glass, ~~the~~coating ~~technical~~and ~~parts~~other ofprocess ~~the solar devices~~ (~~cells~~Kromatix™) ~~and~~that ~~electrical~~enables the ~~connections~~production of PVglass ~~panels~~in ora ~~tubing~~multiple ~~and corrugation sheets~~ of ~~thermal~~spectacular ~~panels)~~colors ~~are~~for ~~masked. The~~use ~~end~~in ~~result are stunning panels and tiles with no discernible efficiency loss. Due to~~ the ~~aesthetic~~production ~~nature~~ of ~~these~~solar panels, ~~architects~~ and ~~property~~roof ~~developers~~tiles (~~commercial~~crystalline or ~~and~~thin ~~industrial)~~film ~~are~~photovoltaic ~~now~~modules ~~able~~ and ~~willing~~solar tothermal ~~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~~collectors).

~~Apart~~By ~~from~~replacing the ~~aesthetic~~transparent ~~attributes~~glass ~~resulting~~used ~~from~~in solar ~~the~~panel ~~use~~and oftile production with Kromatix™, an ~~there~~opaque iscolored ~~also~~glass, athe ~~significant~~technical ~~economic~~parts ~~benefit.~~of ~~Since~~the ~~these~~solar devices ~~panels~~(cells ~~can~~and ~~now~~electrical beconnections ~~used~~of onPV ~~the~~panels ~~entire~~or ~~facades~~tubing and corrugation sheets of ~~buildings~~thermal ~~because~~panels) ~~their~~are ~~aesthetic~~masked. The end ~~appearance~~result ~~means~~are ~~they~~stunning panels and tiles with no ~~longer~~discernible ~~need~~efficiency loss. Due to bethe ~~hidden,~~aesthetic ~~the~~nature ~~surface~~of ~~area~~these panels, ~~covered~~architects byand ~~the~~property ~~installation~~developers is(commercial ~~thus~~and ~~significantly~~industrial) ~~enlarged. This~~are ~~enables~~now aable ~~greater~~and ~~amount~~willing ofto ~~the~~install ~~sun’s~~these ~~energy~~panels toon bebuilding facades ~~captured~~or ~~and~~the ~~transformed~~complete ~~into~~area ~~heat,~~of ~~cooling~~a orroof, ~~power~~as ~~generation. This~~opposed ~~attribute~~to ~~provides~~installing only a ~~faster~~limited ~~return~~number of panels on ~~investment~~roofs ~~for~~or ~~clients~~hiding them in other non-conspicuous areas.

InApart ~~addition,~~from ~~many~~the ~~countries~~aesthetic ~~and~~attributes ~~authorities~~resulting from ~~refuse~~the touse ~~grant~~of ~~the~~Kromatix™, ~~installation~~there ofis ~~existing~~also ~~solar~~a significant economic benefit. Since these panels ~~and~~can ~~tiles~~now be used on the entire facades of buildings ~~due~~because their aesthetic appearance means they no longer need to ~~conservation~~be ~~and~~hidden, ~~aesthetics~~the ~~issues~~surface area covered by the installation is thus significantly enlarged. ~~Providing~~This ~~panels~~enables ~~that~~a ~~can~~greater ~~blend~~amount inof ~~with~~ the ~~surroundings~~sun’s energy to be captured and ~~environment~~transformed ~~addresses~~into ~~these~~heat, ~~barriers~~cooling or power generation. This attribute provides a faster return on investment for clients.

2In 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.

~~Air Cooling and Heating~~2

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

~~Air~~The ~~Cooling~~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.

~~Water~~Electricity 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. Heating

~~Heating~~Photovoltaic ~~and~~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.

~~Photovoltaic~~Air 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 atoms split up, and the electrons travel down wires into the home for electricity. This energy can be used to heat homes or offices or provide electricity.Cooling

InWater ~~many~~circulation ~~countries~~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 ~~electric~~hot ~~companies~~water ~~provide~~needs anand ~~incentive~~circulated for ~~customers~~heating. The system uses solar technology colored glazed cladding panels to ~~generate~~capture ~~more~~solar ~~energy~~radiation ~~than~~and ~~they~~convert ~~need~~it byto ~~offering~~heat. The panels, which are opaque to the human eye but transparent to sunlight, form a ~~Feed~~full inor ~~Tariff~~partial solar envelope around a building to maximize the heat capturing capability of the facades. ~~Surplus~~Water ~~energy~~circulating ~~generated~~within ~~from~~the ~~solar~~panels ~~installations~~is heated and then feeds the heating system of the building or is converted into cold water in an adsorption chiller which then ~~fed~~cools ~~back~~the toair 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, ~~monitored~~is ~~and~~capable a(subject ~~credit~~to ~~given~~the ~~back~~orientation of and other details related to the ~~consumer~~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, ofindustrialization aand ~~new~~commercialization ~~technology~~of the technology of high-transmission colored solar glass ~~coating~~treatment ~~from EPFL~~ to provide an aesthetic and efficient solution for ~~the~~electricity generation, and air cooling, ~~heating~~ and ~~power~~heating of buildings.

~~Pursuant~~The toCompany ~~the~~has ~~Technology~~signed ~~Transfer~~a ~~and~~final ~~Research~~agreement ~~Agreement~~ with EPFL ~~signed~~ on ~~December~~exclusivity ~~12,~~and ~~2008,~~royalties ~~EPFL~~and ~~provides~~paid ~~SwissINSO~~substantially ~~with~~all ~~scientific~~past ~~and~~development ~~technical~~cost. ~~knowledge~~Two ~~with~~new ~~respect~~agreements towere ~~the~~also ~~technology~~signed ofwith ~~color~~EPFL, one ~~glazing~~for bydeveloping ~~magnetron~~lightweight, ~~sputtering~~long-life ~~for~~colored ~~solar~~high ~~thermal~~efficiency ~~collectors~~tiles inand ~~order~~one for ~~SwissINSO~~higher tocolor ~~further~~intensity ~~develop and commercially exploit this technology.~~ products

The EPFL agreement also provides for EPFL to perform certain research work with regard to this technology for the benefit of SwissINSO. Pursuant to the EPFL agreement, SwissINSO agreed to make payments to EPFL aggregating CHF 920,000 (approximately $771,328) during the four year term of the agreement. An initial payment of CHF 322,800 (approximately $310,727) was made to EPFL on September 14, 2009, a subsequent payment of CHF 300,000 (approximately $276,120) was made to EPFL on April 29, 2010 and payments of CHF 160,000 (approximately $170,630) were made to EPFL in 2012.Competition

The ~~Company~~renewable ~~and~~energy ~~EPFL~~industry ~~are~~following ~~currently~~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 ~~process~~US and European markets, forcing a number of ~~negotiating~~key ansolar ~~extension~~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 ~~agreement~~fierce competition, growth in solar installations has been one of the highest of all sectors.

~~For~~Kromatix™ ~~all~~provides ~~the~~SwissINSO ~~terms~~a ofunique opportunity ~~the~~to ~~EPFL~~offer ~~agreement,~~a ~~reference~~competitive isdifferentiator ~~hereby~~to ~~made~~the toright ~~such~~joint ~~agreement~~venture ~~annexed~~partners. This, totogether with the ~~Current~~resumption of ~~Report~~an oneven ~~Form~~higher ~~8-K~~growth ~~filed~~rate ~~with~~and the ~~SEC~~recovery onof ~~October~~certain 22solar industries, ~~2009~~explains asthe ~~Exhibit~~number ~~10.10. All~~of ~~statements~~companies ~~made~~engaging ~~herein~~SwissINSO in ~~concerning~~commercial ~~such~~discussions. The ~~agreement~~Company ~~are~~is ~~qualified~~pursuing byadditional ~~reference~~discussions towith ~~said~~several ~~exhibit~~leading panel producers.

~~Competition~~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.

ASolar ~~significant~~installations ~~and~~are ~~increasing~~growing ~~number~~at ofa ~~companies~~considerable rate, ~~have~~and ~~entered~~ the renewable energy ~~market~~industry inhas started gaining noticeable grounds lately and offer and demand are expected to match at the ~~recent~~end ~~past~~of 2015. ~~Solar~~ ~~energy~~The ~~supply,~~market assector awhich ~~replacement~~is ~~for~~growing ~~unsustainable~~faster ~~fossil~~than ~~fuel~~any ~~resources~~is the BIPV (Building Integrated PhotoVoltaics), ~~forms~~and ~~one~~it is ~~aspect~~particularly ofto ~~this~~that ~~global~~sector ~~enterprise~~that our products are adapted and bring unprecedented advantages.

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 efficiency as there is no competitive differentiator with regard to color, with all such panels being either black or blue. Kromatix™ provides SwissINSO a unique opportunity to offer a competitive differentiator to the right joint venture partner, and the Company is pursuing discussions with several leading panel producers in this direction.4

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 will provide SwissINSO with a significant competitive advantage in a market flooded with companies that have little or no product differentiation.Employees

~~Business~~SwissINSO ~~Development~~currently -has ~~Acomet~~three ~~Joint~~(3) ~~Venture~~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.

InSignificant February 2013, the Company entered into a joint venture agreement with Acomet Solar S.A. (“Acomet”). Under the terms of the agreement, Acomet will install a range of solar photovoltaic products using SwissINSO’s breakthrough nanotechnology process. Acomet is a company active in the installation of BIPV facades and will spearhead a strong expansion into the field of BIPV projects with Acomet leveraging its network of existing clients to accelerate market penetration and sales growth for Kromatix™.Subsidiaries

~~Acomet~~As ~~has~~of ~~significant~~December ~~experience~~31, ~~in BIPV on roofs and facades~~2014, ~~and its ability to produce tailor-made frameless photovoltaic panels and install them with a patented invisible fixture will enable the Company to rapidly introduce~~ our ~~colored~~sole ~~panels~~subsidiary was ~~to the market with a view to them becoming the standard, in opposition to the existing black or dark panels where no real differentiator appears~~SwissINSO. ~~The first installation of light blue photovoltaic panels has been achieved by the joint venture, and several other projects have been contracted in Switzerland and the United Kingdom.~~

InAvailable parallel with the signing of the agreement with Acomet, whose goal is the installation of tailor-made panels, SwissINSO has installed the Kromatix™ photovoltaic panels on the Acomet headquarters building in Switzerland.Information

~~SwissINSO~~ We isfile ~~also~~annual, inquarterly ~~negotiations~~and ~~with~~current reports, proxy statements and other ~~major~~information ~~photovoltaic~~with the SEC. You may read and copy ~~thermal~~any ~~panel~~document ~~producers~~we ~~for~~file with the ~~mass~~SEC ~~production~~at ofthe ~~their~~SEC’s ~~panels~~public ~~with~~reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the ~~Kromatix™~~SEC ~~technology~~at ~~and~~1-800-SEC-0330 ~~has~~for ~~several~~further ~~other~~information ~~high~~on ~~profile~~the ~~installations~~public inreference rooms. Our SEC filings are also available to the ~~pipeline~~public from the SEC's Website at www.sec.gov.

4We 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, 6th Floor, New York, New York 10022, or call (646) 290-5000.

~~Employees~~ITEM 1A. RISK FACTORS

~~SwissINSO~~We ~~currently~~are ~~has~~a ~~two~~smaller ~~(2)~~reporting ~~employees,~~company ~~one~~as indefined by ~~administration~~Rule ~~and~~12b-2 ~~one~~of inthe ~~research~~Securities ~~and~~Exchange ~~development. The~~Act ~~majority~~ of ~~other services~~1934, inas ~~particular~~amended ~~sales,~~(the ~~marketing~~“Exchange ~~and financial~~Act”), and are ~~provided~~not byrequired ~~independent~~to ~~contractors~~provide the ~~and~~information ~~consultants~~under this item.

~~Significant~~ITEM ~~Subsidiaries~~1B. UNRESOLVED STAFF COMMENTS

AsNot ~~of December 31, 2012, our sole subsidiary was SwissINSO~~applicable.

~~Available~~ITEM ~~Information~~2. PROPERTIES

We ~~file~~do ~~annual,~~not ~~quarterly~~own ~~and~~any ~~current~~real ~~reports,~~estate ~~proxy~~or ~~statements and~~ other ~~information~~properties. The Registrant’s ~~with~~executive ~~the~~offices ~~SEC. You~~are ~~may~~located ~~read~~at ~~and~~845 ~~copy~~Third ~~any~~Avenue, ~~document~~6th weFloor, ~~file~~New ~~with~~York, ~~the~~New ~~SEC~~York at10022, ~~the~~and ~~SEC~~SwissINSO’s offices ~~public~~are ~~reference~~located ~~room~~ at ~~100~~PSE F- ~~Street~~Parc Scientifique de l’EPFL, NBuilding D - 3rd floor, Route J.ED. Colladon, ~~Washington~~1015 Lausanne, DSwitzerland.C. The ~~20549. Please~~Registrant’s ~~call~~telephone ~~the~~number ~~SEC~~is at(646) 1290-~~800-SEC-0330~~5000, ~~for~~and ~~further~~SwissINSO’s ~~information~~telephone onnumber ~~the~~is ~~public~~(011) ~~reference~~41 ~~rooms~~21 693 8640. ~~Our~~We believe ~~SEC~~our ~~filings~~properties are ~~also~~adequate ~~available~~for our current needs and will be sufficient to serve the ~~public~~needs ~~from~~of ~~the~~our ~~SEC's~~operations ~~Website~~for atthe foreseeable ~~www~~future.~~sec.gov.~~

WeITEM ~~make available free of charge our annual, quarterly and current reports, proxy statements and other information upon request~~3. ToLEGAL request such materials, please contact Clive Harbutt, our interim Chief Financial Officer, at PSE - Parc Scientifique de l’EPFL, Route J.D. Colladon, Building D – 3rd Floor, 1015 Lausanne, Switzerland, or call (011) 41 21 693 8640.PROCEEDINGS

~~ITEM 1A~~None. ~~RISK FACTORS~~

WeITEM ~~are~~4. aMINE ~~smaller~~SAFETY ~~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.~~DISCLOSURES

~~ITEM~~Not 1Bapplicable. ~~UNRESOLVED STAFF COMMENTS~~

~~Not applicable.~~5

~~ITEM~~PART ~~2. PROPERTIES~~II

~~ITEM~~Market ~~3. LEGAL PROCEEDINGS~~Information

~~None~~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:

ITEM 4. MINE SAFETY DISCLOSURES

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

~~Not~~Record ~~applicable.~~Holders

5As 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.

~~PART II~~Dividends

~~ITEM~~We 5have 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. ~~MARKET~~ ~~FOR~~The ~~REGISTRANT'S~~payment ~~COMMON~~of ~~EQUITY~~dividends in the future will be contingent upon our revenues, ~~RELATED~~earnings, ~~STOCKHOLDER~~capital ~~MATTERS~~requirements ~~AND~~and ~~ISSUER~~general ~~PURCHASES~~financial OFcondition. The payment ~~EQUITY~~of ~~SECURITIES~~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.

~~Market~~ITEM ~~Information~~6. SELECTED FINANCIAL DATA

~~Our~~We ~~shares of Common Stock~~ are ~~publicly~~a ~~traded~~smaller onreporting ~~the~~company ~~OTC~~as ~~Bulletin~~defined by ~~Board~~Rule ~~under~~12b-2 ~~the~~of ~~symbol “SWHN.OB”. During~~ the ~~fiscal~~Exchange ~~years~~Act ~~ended~~and ~~December~~are ~~31,~~not ~~2011~~required ~~and~~to ~~2012,~~provide the ~~high~~information ~~and~~under ~~low~~this ~~bid prices for our Common Stock were:~~item.

Period	High Bid Price		Low Bid Price
Quarter Ended March 31, 2011	$	0.52	$	0.15
Quarter Ended June 30, 2011	$	0.30	$	0.03
Quarter Ended September 30, 2011	$	0.13	$	0.05
Quarter Ended December 31, 2011	$	0.09	$	0.01
Quarter Ended March 31, 2012	$	0.09	$	0.02
Quarter Ended June 30, 2012	$	0.06	$	0.03
Quarter Ended September 30, 2012	$	0.06	$	0.02
Quarter Ended December 31, 2012	$	0.04	$	0.03

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

~~Record~~The ~~Holders~~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.

AsThe following discussion and analysis of ~~April~~our financial ~~15,~~condition ~~2013,~~and ~~there~~results ~~were~~of ~~134,265,321~~operations ~~shares~~are based on the audited financial statements as of ~~Common~~December ~~Stock~~31, ~~issued~~2014 and ~~outstanding~~2013, all ~~held~~of bywhich ~~approximately~~were 51prepared ~~holders~~in ofaccordance ~~record~~with asU.S. ~~indicated~~generally onaccepted accounting principles (“GAAP”). You should read the ~~records~~discussion ofand ~~our~~analysis ~~transfer~~together ~~agent~~with such financial statements and the related notes thereto.

~~Dividends~~6

WeResults ~~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~~Operations in- ~~the~~Year ~~future~~ended ~~will~~December ~~be contingent upon our revenues~~31, ~~earnings,~~2014 ~~capital~~compared to ~~requirements~~year ~~and~~ended ~~general~~December ~~financial condition. The payment of dividends is entirely within the discretion of our Board of Directors~~31, ~~and it is the present intention of the Board of Directors to retain all earnings for future investment and use in our business operations.~~2013

~~ITEM~~We 6finished 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. ~~SELECTED~~ We ~~FINANCIAL~~expect ~~DATA~~the first revenues in the 4th quarter of 2015.

WeFor ~~are~~the afiscal ~~smaller~~years ~~reporting~~ended ~~company~~December as31, ~~defined~~2014 and by2013, we ~~Rule~~were ~~12b~~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 $-20- of research and development expenses as we continued the ~~Exchange~~development ~~Act~~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 ~~are~~short-term ~~not~~loans ~~required~~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 ~~provide~~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 ~~information~~fiscal ~~under~~year ended ~~this~~December ~~item~~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.

~~ITEM~~Liquidity ~~7. MANAGEMENT’S~~and ~~DISCUSSION~~Capital ~~AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~Resources

~~The~~As ~~following~~of ~~discussion~~December ~~highlights~~31, ~~the~~2014, ~~principal~~we ~~factors~~had ~~that~~a ~~have~~working capital ~~affected~~deficit ~~our~~of ~~financial~~$4,968,851 ~~condition~~as ~~and~~compared ~~results~~with a working capital deficit at December 31, 2013 of ~~operations~~$3,611,384. During the aspast ~~well~~twelve as(12) ~~our~~months, ~~liquidity~~we have incurred significant operating expenses, and ~~capital~~we ~~resources~~expect ~~for~~to ~~the~~continue ~~periods~~to ~~described. This~~incur ~~discussion~~additional, ~~contains~~but less ~~forward-looking~~significant, ~~statements~~operating expenses for overheads, asresearch ~~discussed~~and ~~above. Please~~development, ~~see~~sampling ~~the~~and ~~section~~certification, ~~entitled~~sales ~~“Forward-Looking~~channel ~~Statements”~~development, general ~~for~~and aadministrative ~~discussion~~expenses ofand ~~the~~debt ~~assumptions~~payments ~~associated~~during ~~with~~the ~~these~~next ~~forward-looking~~six ~~statements~~(6) months.

~~The~~In ~~following~~2014, ~~discussion~~we ~~and~~received ~~analysis~~short-term ofloans ~~our~~aggregating $1,020,295 ~~financial~~from ~~condition~~our ~~and~~current ~~results~~Chief ofExecutive ~~operations~~Officer ~~are~~to ~~based~~meet on the ~~audited~~working ~~financial~~capital ~~statements~~needs as of ~~December~~SwissINSO. These ~~31,~~loans ~~2012~~were ~~and~~sufficient to ~~2011,~~enable ~~all~~the ofCompany ~~which~~to ~~were~~meet ~~prepared~~the inworking ~~accordance~~capital ~~with~~needs Uof SwissINSO.S. We ~~generally~~were ~~accepted~~also ~~accounting~~able ~~principles~~to ~~(“GAAP”). You~~negotiate ~~should~~settlements ~~read~~or ~~the~~extended payment ~~discussion~~terms ~~and~~with ~~analysis~~our ~~together~~creditors, ~~with~~and ~~such~~a ~~financial~~number ~~statements~~of ~~and~~these ~~the~~obligations ~~related~~have ~~notes~~now ~~thereto~~been settled.

6We 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.

~~Results of Operations - Year ended December 31, 2012 compared to year ended December 31, 2011~~7

WeGoing ~~are~~Concern in the development stage and did not generate any revenues for the fiscal year ended December 31, 2012 or 2011. During the fiscal year ended December 31, 2012, we incurred $2,289,061 of general and administrative expenses and $170,630 of research and development expenses as we continued the development of the business of SwissINSO and $134,713 of debt issuance expense. In addition, we incurred $441,715 in interest charges related to $250,000 of bridge loans received in September 2009, $4,850,000 of convertible notes sold in a private placement from December 2009 through December 2010 and $1,028,421 of short-term loans received during 2011 and 2012. In comparison, during the fiscal year ended December 31, 2011, we incurred $2,623,134 of general and administrative expenses and $180,465 of research and development expenses as we continued the development of the business of SwissINSO and $846,039 of debt issuance expense. In addition, we incurred $462,178 in interest charges related to $750,000 of bridge loans received in September 2009, $6,035,000 of convertible notes sold in a private placement from December 2009 through December 2010 and $411,600 of short-term loans received during 2011. Our net loss before foreign currency translation adjustments during the fiscal year ended December 31, 2012 was $3,326,763, including a non-cash charge of $265,017, representing the change from December 31, 2011 to December 31, 2012 in fair value for accounting purposes of the outstanding warrants issued in connection with the sale of our convertible notes and warrants in a private placement, as compared to a net loss before foreign currency translation adjustments during the fiscal year ended December 31, 2011 of $699,111, including a non-cash gain of $3,412,358, representing the change from December 31, 2010 to December 31, 2011 in fair value for accounting purposes of the outstanding warrants issued in connection with the sale of our convertible notes and warrants in the private placement.Consideration

~~Liquidity~~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 ~~Capital~~allow ~~Resources~~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.

AsWe ofincurred a net loss before foreign currency translation adjustments during the fiscal year ended December 31, ~~2012,~~2014 weof ~~had~~$1,678,984 aand ~~working~~have ~~capital~~an accumulated deficit since inception of $417,~~166~~665,~~652~~290, asprimarily ~~compared~~comprised ~~with~~of ageneral ~~working~~and ~~capital~~administrative ~~deficit~~expenses atand ~~December~~research ~~31,~~and ~~2011~~development ofexpenses $3incurred to create the Company,~~098,571. During~~ develop the ~~past~~business ~~twelve~~and ~~(12)~~maintain ~~months,~~the weCompany’s ~~have~~existence as a public company in addition to interest charges incurred ~~significant~~on ~~operating~~the ~~expenses~~bridge loans, convertible debt and weother ~~expect~~short-term debt used to ~~continue~~finance the Company and the business of SwissINSO. These factors impact our ability to ~~incur~~continue ~~additional~~as ~~significant~~a ~~operating~~going ~~expenses~~concern. As ~~for~~discussed ~~manufacturing~~above, ~~research~~management ~~and~~plans ~~development,~~include ~~marketing,~~attempting to obtain additional capital from sales ~~channel~~of ~~development~~securities and private borrowings, ~~general~~from ~~and~~the ~~administrative~~commercialization ~~expenses~~of the Kromatix™ business and ~~debt~~future ~~payments~~joint ~~during~~ventures. The ~~the~~accompanying ~~next~~financial ~~twelve~~statements ~~(12)~~do ~~months,~~not ~~contingent~~include ~~upon~~any ~~raising~~adjustments ~~capital~~that might result from the outcome of this uncertainty.

During the year ended December 31, 2012, we did not sell any additional convertible notes and warrants in our ongoing private placement after having sold $6,035,000 of such convertible notes and warrants in 2009 and 2010. We did, however, receive shortOff-~~term~~Balance ~~loans~~Sheet aggregating $1,652,260 during 2012 from our current Chief Executive Officer and one of our shareholders, but these loans have been insufficient to enable the Company to meet the working capital needs of SwissINSO. We have not received any other cash infusions, are unable to meet our current obligations to employees, suppliers, vendors, landlords, service providers and lenders and are negotiating extended payment terms with some of our creditors. In addition, we have substantially reduced our personnel and sharply curtailed most of our business operations. Arrangements

We ~~do not~~ have any other available credit, bank financing or other external sources of liquidity and will need to obtain substantial additional capital in order to continue SwissINSO’s business operations. In order to obtain such capital, we will need to sell additional notes and warrants in the private placement, sell other securities to purchasers and/or borrow additional funds from lenders. There can be no ~~assurance~~off-balance ~~that~~sheet ~~we will be successful in obtaining such additional funding~~arrangements. We will also need to commercialize our Kromatix business. If we are not successful in raising sufficient capital, either from the sale of additional notes and warrants in the private placement, from the sale of other securities, from additional borrowings, from revenues generated by the Kromatix business, from the sale of all or parts of the SwissINSO 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, and we would be forced to liquidate the business of SwissINSO.

7ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~Going~~We ~~Concern~~are ~~Consideration~~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.

~~The~~ITEM ~~accompanying financial statements have been prepared assuming that we will continue as a going concern~~8. As ~~discussed~~FINANCIAL inSTATEMENTS ~~the~~AND ~~notes~~SUPPLEMENTARY 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) developing the Kromatix™ business. We incurred a net loss before foreign currency translation adjustments during the fiscal year ended December 31, 2012 of $3,326,763, including a non-cash charge of $265,017, representing the change from December 31, 2011 to December 31, 2012 in fair value for accounting purposes of the outstanding warrants issued in connection with the sale of our convertible notes and warrants in a private placement, and have an accumulated deficit since inception of $14,736,143, primarily comprised of $11,203,567 in general and administrative expenses and research and development expenses incurred to create the Company, develop the business of SwissINSO and maintain the Company’s existence as a public company and $1,330,035 in 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 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 the sale of securities, from bank and private borrowings, from the commercialization of the Kromatix™ business and from attempting to find a buyer or 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.DATA

~~Off-Balance~~The ~~Sheet~~information ~~Arrangements~~required by Item 8 is included herein beginning at page F-1.

WeITEM ~~have~~9. noCHANGES ~~off-balance~~IN ~~sheet~~AND ~~arrangements.~~DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

~~ITEM~~Not 7AApplicable. ~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~

WeITEM ~~are~~9A. aCONTROLS ~~smaller~~AND ~~reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.~~PROCEDURES

~~ITEM~~Evaluation ~~8. FINANCIAL~~of ~~STATEMENTS~~Disclosure ~~AND~~Controls ~~SUPPLEMENTARY~~and ~~DATA~~Procedures

~~The~~We ~~information~~maintain ~~required~~“disclosure bycontrols ~~Item~~and procedures” 8as such term is ~~included~~defined ~~herein~~in ~~beginning~~Rule at13a-15(e) ~~page~~under Fthe 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-1benefit 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.

~~ITEM~~Our 9management, 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. ~~CHANGES~~ Based INon ~~AND~~such ~~DISAGREEMENTS~~evaluation, ~~WITH~~and ~~ACCOUNTANTS~~as ONdiscussed ~~ACCOUNTING~~in ~~AND~~greater detail ~~FINANCIAL~~below, ~~DISCLOSURE~~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:

~~Not~~● ~~Applicable.~~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

~~ITEM~~● ~~9A. CONTROLS~~to ~~AND~~ensure ~~PROCEDURES~~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.

~~Evaluation of Disclosure Controls and Procedures~~8

WeManagement's ~~maintain~~Report ~~“disclosure~~on ~~controls~~Internal ~~and~~Control ~~procedures”~~Over asFinancial 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.Reporting

Our management, ~~including~~is ~~our~~responsible ~~Chief~~for ~~Executive Officer~~ establishing and ~~our~~maintaining ~~Chief~~adequate ~~Financial~~internal ~~Officer,~~control ~~have~~over ~~evaluated~~financial ~~the~~reporting ~~effectiveness~~as ofdefined ~~our~~in ~~disclosure~~Rule ~~controls~~13a-15(f) ~~and procedures as~~ of the ~~end~~Exchange ~~of the period covered by this Annual Report on Form 10-K~~Act. ~~Based~~Our internal oncontrol ~~such~~system ~~evaluation,~~was ~~and~~designed asto ~~discussed~~provide inreasonable ~~greater~~assurance ~~detail~~to ~~below,~~ our ~~Chief~~management ~~Executive Officer~~ and ~~Chief~~the ~~Financial~~Board ~~Officer~~of ~~have~~Directors ~~concluded~~regarding ~~that,~~the preparation asand offair ~~the~~presentation ~~end~~ of ~~the~~published ~~period~~financial ~~covered~~statements. Our byinternal ~~this~~control ~~Annual~~over ~~Report~~financial onreporting includes ~~Form~~those ~~10-K,~~policies ~~our disclosure controls~~ and procedures ~~were effective~~that:

● pertain to ~~give~~the ~~reasonable~~maintenance ~~assurance~~of records that in reasonable detail accurately and fairly reflect the ~~information~~transactions ~~required~~and todispositions beof ~~disclosed~~our byassets, us● inprovide ~~reports~~reasonable assurance that wetransactions ~~file~~are ~~under~~recorded ~~the~~as ~~Exchange~~necessary ~~Act~~to ispermit ~~recorded,~~preparation ~~processed,~~of ~~summarized~~financial statements in accordance with generally accepted accounting principles, and ~~reported~~that ~~within~~our ~~the~~receipts ~~time~~and ~~periods~~expenditures ~~specified~~are being made only in ~~the~~accordance ~~SEC's~~with ~~rules~~authorization of management and ~~forms~~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.

8Because 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 tomanagement ~~ensure~~assessed ~~that~~the ~~information~~effectiveness of ~~required~~our tointernal becontrol ~~disclosed~~over infinancial reporting as of December 31, 2014. In making this assessment, management used the ~~reports~~criteria ~~that~~set weforth ~~file~~by orthe ~~submit~~Committee ~~under~~of Sponsoring Organizations of the ~~Exchange~~Treadway ~~Act~~Commission is(“COSO”) ~~accumulated~~in ~~and~~Internal Control-Integrated ~~communicated~~Framework. Based toon the assessment using those criteria, our management, ~~including~~concluded ~~our~~that ~~Chief~~the ~~Executive~~internal control ~~Officer~~over ~~and~~financial ~~our~~reporting ~~Chief~~was ~~Financial~~not ~~Officer~~effective at December 31, to2014 ~~allow~~due ~~timely~~to ~~decisions~~the ~~regarding~~following ~~required~~material ~~disclosure.~~weaknesses:

~~Management's~~● ~~Report~~absence onof ~~Internal~~an ~~Control~~audit ~~Over~~committee ~~Financial~~resulting ~~Reporting~~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.

~~Our~~This ~~management~~Annual isReport ~~responsible~~on ~~for~~Form ~~establishing~~10-K ~~and~~does ~~maintaining~~not ~~adequate~~include an ~~internal~~attestation ~~control~~report ~~over~~of ~~financial~~the ~~reporting~~Company’s asregistered ~~defined~~public inaccounting ~~Rule~~firm ~~13a-15(f)~~regarding ofinternal ~~the~~control ~~Exchange~~over ~~Act~~financial reporting. ~~Our~~Management’s report ~~internal control system~~ was ~~designed~~not tosubject ~~provide reasonable assurance~~ to ~~our~~the ~~management~~attestation ~~and~~by the ~~Board~~Company’s ofregistered ~~Directors~~public ~~regarding~~accounting ~~the~~firm ~~preparation~~pursuant ~~and~~to ~~fair~~temporary ~~presentation~~ rules of ~~published~~the ~~financial~~SEC ~~statements. Our~~that ~~internal~~permit ~~control~~the ~~over~~Company ~~financial~~to ~~reporting~~provide ~~includes~~only ~~those~~management’s ~~policies~~report ~~and~~in ~~procedures~~this ~~that:~~annual report.

●Changes ~~pertain to the maintenance of records that~~ in ~~reasonable~~Internal ~~detail~~Control ~~accurately~~over ~~and~~Financial 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.Reporting

~~Because~~In ofSeptember 2014, the Company outsourced its ~~inherent~~accounting ~~limitations,~~operations ~~internal~~to ~~control~~FidexAudit, ~~over~~a ~~financial~~professional ~~reporting~~registered ~~may~~accounting ~~not~~and ~~prevent~~audit orfirm ~~detect~~based ~~misstatements. Also~~in Lausanne, ~~projections~~Switzerland ofwhich improved ~~any~~the ~~evaluation~~segregation of ~~effectiveness~~duties toin ~~future~~the ~~periods~~accounting ~~are~~and ~~subject~~procurement toareas. ~~the~~Our ~~risk~~Chief ~~that~~Financial ~~controls~~Officer ~~may~~is ~~become~~currently ~~inadequate~~involved in ~~because~~the ofdesign ~~changes~~and inimplementation ~~conditions,~~of ora ~~the~~comprehensive ~~degree~~internal ofcontrols ~~compliance~~system. ~~with~~These ~~the~~internal ~~policies~~controls orwill ~~procedures~~be ~~may~~implemented ~~deteriorate~~in 2015.

~~Our~~ITEM ~~management assessed the effectiveness of our internal control over financial reporting as of December 31, 2012~~9B. In ~~making~~OTHER ~~this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework~~INFORMATION. ~~Based on the assessment using those criteria, our management concluded that the internal control over financial reporting was effective at December 31, 2012.~~

~~Changes in Internal Control over Financial Reporting~~None

There has been no change in our internal control over financial reporting during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.9

~~ITEM~~PART ~~9B. OTHER INFORMATION.~~III

~~None~~ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

~~PART~~Directors ~~III~~and Executive Officers

~~ITEM~~The ~~10. DIRECTORS~~following table sets forth the names, ages, ~~EXECUTIVE~~years ~~OFFICERS~~elected ~~AND~~and ~~CORPORATE~~principal ~~GOVERNANCE~~offices and positions of our current directors and executive officers:

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

9Rafic 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.

~~The~~Clive ~~following~~D. ~~table~~Harbutt ~~sets~~is ~~forth~~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 ~~names~~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., ~~ages~~which focuses on Internal Audit, ~~years~~Lean ~~elected~~Six Sigma process improvement, internal controls design & reliance testing and ~~principal~~preacquisition ~~offices~~due diligence and value realisation. Mr. Harbutt has extensive audit, finance and accounting experience, having held senior corporate finance positions in a number of ~~our~~global ~~current~~blue-chip ~~directors~~companies such as Pfizer, Howmedica, Serono and ~~executive~~Firmenich. Born ~~officers:~~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.

Name	Year First Elected As Officer or Director	Age	Office
Rafic Hanbali	2011	62	Chairman of the Board of Directors, President and Chief Executive Officer
Clive D. Harbutt	2009	56	Chief Financial Officer and Director
John Woodbridge	2013	74	Director
Stephane Boudon	2013	50	Director

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.

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~~Stéphane ~~main~~Boudon ~~strengths~~resigned ~~are~~from tothe Board 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~~SwissINSO ~~opportunities~~on ~~and~~July in24, ~~restructuring and turning around existing companies~~2014. ~~Mr. Hanbali’s business and restructuring experience led to the conclusion that he should serve as a director of the Company.~~

~~Clive~~There D.are ~~Harbutt~~no isfamily ~~the~~relationships ~~founder~~among ~~and managing partner~~ any of ~~Swiss~~our ~~Investment~~directors ~~Consulting~~or ~~Group~~executive ~~SA (“SICG”), based in Geneva, Switzerland~~officers. ~~SICG~~None ~~works~~of ~~closely~~our ~~with~~directors ~~venture~~or ~~capital~~executive ~~funds~~officers ~~and investors in technology~~is, ~~cleantech~~or ~~and~~has ~~life~~been ~~sciences,~~during ~~providing support on~~ the ~~various~~past five ~~non-scientific~~years, ~~and~~a ~~technical~~director ~~challenges~~in ~~facing~~any ~~investors~~other ~~and companies as they grow~~U. ~~Mr. Harbutt is also co-founder of Strategic Impact Consulting Group~~ S.~~A.,~~ ~~which~~reporting focuses on Lean Six Sigma process improvement, internal controls, audit and pre-acquisition due diligence. Mr. Harbutt has extensive audit, finance and accounting experience, having held senior corporate finance positions in a number of global blue-chip companies ~~such as Pfizer, Howmedica, Serono and Firmenich~~. ~~Born~~During ~~and raised in London, England, Mr. Harbutt has worked in Latin America,~~ the ~~United~~past ~~States~~ten ~~and Europe. He is a qualified accountant and a Lean Six Sigma Black Belt~~years, anone ~~member~~ of ~~the~~our ~~American~~directors ~~International~~or ~~Club~~executive officers ofhas ~~Geneva~~been ~~and~~involved ~~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~~any ~~like~~legal ~~SwissINSO~~proceedings ~~and~~that ~~his~~are ~~audit,~~material ~~finance~~to ~~and~~an ~~accounting~~evaluation ~~experience in senior corporate finance positions in a number~~ of ~~global blue-chip companies led to~~ the ~~conclusion~~ability ~~that~~or heintegrity ~~should serve as a director~~ of ~~the~~such ~~Company~~person.

John Woodbridge is an Electro/Mechanical Engineer and, since 2004, has been the Chief Executive Officer of UMC (Machine Tools) Ltd., an international merchanting company involved in the sale of high tech, hign 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.10

~~Stephane~~Each ~~Boudon is the founder and Chief Executive Officer~~ of ~~Akuo~~our ~~Investment~~directors ~~Management~~serves ~~SA,~~for a ~~Luxembourg-based~~term ~~provider~~ of one ~~fund~~year ~~management,~~or ~~asset~~until ~~management~~his ~~and~~successor ~~specialized~~is ~~investment~~elected ~~advisory~~at ~~services. Prior~~our toannual ~~creating AIM, Mr. Boudon was the President of CDC Innovation at France~~shareholders’s ~~largest~~meeting ~~financial~~and ~~institution,~~is ~~Caisse des Depots et Consignations~~qualified, ~~where~~subject heto ~~played~~removal aby ~~major role in creating several independent private equity funds~~our shareholders. ~~Prior~~Each ~~thereto~~officer serves, ~~Mr.~~at ~~Boudon served as~~ the ~~Chief~~pleasure ~~Executive Officer~~ of ~~several technology companies before entering~~ the ~~investment~~Board ~~world. Mr.~~of ~~Boudon~~Directors, ~~holds~~for a ~~Ph.D~~term ~~in Computational and Physical Sciences from the University~~ of ~~Strasbourg~~one ~~and~~year ~~attended the Ecole Normale Superieure in Paris~~ and ~~the~~until ~~Agrege~~his successor ~~de Sciences Physiques. Mr. Boudon~~ is ~~fluent~~elected inat ~~French,~~the ~~English,~~annual ~~German~~meeting ~~and~~of ~~Portugese. His~~the ~~experience~~Board ~~with~~of ~~technology~~Directors ~~companies~~ and ~~financial~~is ~~and investment services companies led to the conclusion that he should serve as a director of the Company~~qualified.

~~There~~Section ~~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,~~ 16(a) ~~director~~Beneficial inOwnership ~~any~~Reporting 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.Compliance

10Section 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.

~~Each~~Code 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.Ethics

~~Section~~ We ~~16(~~have adopted a) ~~Beneficial~~Code ~~Ownership~~of ~~Reporting~~Conduct ~~Compliance~~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.

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, 2012, all reporting persons complied with all applicable Section 16(a) filing requirements.Committees

~~Code~~At this time, we do not have a separate audit committee, nominating committee or compensation committee, as the functions of ~~Ethics~~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.

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, 2011.11

~~Committees~~ITEM 11. EXECUTIVE COMPENSATION

At Summary ~~this~~Compensation 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.Table

~~ITEM~~The ~~11. EXECUTIVE~~following ~~COMPENSATION~~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.

Summary Compensation Table

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

~~The~~(1) Salary ~~following~~and ~~table sets forth~~ all other compensation were ~~awarded to,~~ paid toin orSwiss ~~earned~~francs ~~by our President~~ and ~~Chief~~have ~~Executive~~been ~~Officer,~~converted ~~our~~at ~~Chief~~a ~~Financial~~rate ~~Officer~~of ~~and~~0.9936 ~~our~~Swiss ~~former~~franc ~~Vice~~= ~~President~~1.000 ~~Sales~~US &dollars ~~Marketing of SwissINSO~~ for ~~the~~2014 ~~fiscal~~and ~~years~~1 ~~ended~~Swiss ~~December~~franc = ~~31,~~0.9267 ~~2012~~US ~~and~~dollars ~~2011~~for 2013.

11(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.

Name and Principal Position	Year		Salary(1)		All Other Compensation(1)			Total(1)
Rafic Hanbali, President and Chief Executive Officer from December 20, 2011		2012			$	182,492	(2)	$	182,492
		2011		-0-		-0-			-0-
Clive D. Harbutt, Chief Financial Officer until April 12, 2011 and from December 20, 2011		2012			$	111,112	(3)	$	111,112
		2011	$	-0-	$	28,198	(4)	$	28,198
Paul de Belay, Vice President Sales & Marketing of SwissINSO until March 31, 2013		2012	$	119,860	$	59,390	(5)	$	179,250
		2011	$	171,287	$	23,685	(6)	$	194,972

(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.

(14) ~~Salary~~ Represents ~~and~~consulting ~~all~~fees ~~other compensation were~~ paid into ~~Swiss~~SICG ~~francs~~S.A. ~~and~~(“SICG”), ~~have been converted at~~ a ~~rate~~business organization of 1which ~~Swiss franc = 0~~Mr.~~926~~ USHarbutt ~~dollars~~is the principal, for ~~2012~~services ~~and~~rendered 1by ~~Swiss~~Mr. ~~franc~~Harbutt =as ~~0.8866~~the USCompany’s ~~dollars~~Chief ~~for~~Financial ~~2011. Other~~Officer ~~than $58~~in 2013,~~275~~ of ~~salary~~which ~~paid to Mr. de Belay in 2011 and~~ $320,~~106~~206 ofwas ~~car~~paid ~~leasing payments made~~ in ~~2011~~cash ~~for Mr. de Belay, all salary~~ and ~~other compensation in 2011~~ $60,000 was ~~accrued but not~~ paid toby ~~or for~~ the ~~benefit~~issuance of ~~the~~1,714,286 ~~listed~~shares ~~persons~~on January 31, 2013.

~~(2) Represents~~Employment ~~consulting fees paid to InsOglass Holding SA, a business organization controlled by Mr. Hanbali, by the issuance on August 14, 2012 of 2,500,000 shares of the Company’s Common Stock~~ and onConsulting ~~January 31, 2013 of 3,785,485 shares of the Company’s Common Stock for services rendered by Mr. Hanbali as the Company’s Chief Executive Officer in 2012.~~Agreements

~~(3) Represents consulting fees paid to SICG S.A., a business organization of which Mr. Harbutt is the principal.~~None

~~(4) Represents~~Compensation ~~consulting~~of ~~fees accrued during 2011.~~Directors

~~(5) Represents~~During ~~consulting~~the fiscal year ended December 31, 2014, no director received any directors’ fees ~~paid~~or toother ~~Mr.~~compensation defor ~~Belay~~services as a director for such fiscal year.

~~(6) Represents total employer’s benefits contribution accrued during 2011 and $3,106 of car leasing payments made during 2011.~~12

OnITEM ~~June 1, 2012, the Company granted immediately exercisable stock options under its 2009 Stock Incentive Plan at an exercise price of $0~~12.10 ~~per~~SECURITY ~~share~~OWNERSHIP toOF ~~Rafic~~CERTAIN ~~Hanbali,~~BENEFICIAL ~~its~~OWNERS ~~Chief~~AND ~~Executive~~MANAGEMENT ~~Officer~~AND ~~(2,000,000~~RELATED ~~shares),~~STOCKHOLDER ~~Clive D. Harbutt, its Chief Financial Officer (2,000,000) and Paul de Belay, the Vice President Sales & Marketing of SwissINSO (1,500,000 shares).~~MATTERS

~~Employment~~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 ~~Consulting~~director of ~~Agreements~~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.

~~None~~ 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.

1213

Compensation of Directors

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	%

~~During~~(1) Includes ~~the~~55,581,742 ~~fiscal~~shares owned ~~year~~by ~~ended~~InsOglass, ~~December~~of ~~31,~~which ~~2012,~~Mr. noHanbali ~~director~~is ~~received~~the ~~any~~ultimate ~~directors’~~beneficial ~~fees~~owner, orand ~~other~~2,000,000 ~~compensation~~shares ~~for~~issuable ~~services~~to asMr. aHanbali ~~director~~upon ~~for~~exercise of ~~such~~stock ~~fiscal~~options ~~year~~held by him.

~~ITEM~~(2) Includes 125,882,746 shares owned by SICG, of which Mr. ~~SECURITY~~ ~~OWNERSHIP~~Harbutt OFis ~~CERTAIN~~the ~~BENEFICIAL~~principal ~~OWNERS~~shareholder, ~~AND~~officer ~~MANAGEMENT~~and ~~AND~~director, ~~RELATED~~and ~~STOCKHOLDER~~2,000,000 ~~MATTERS~~shares issuable to SICG upon exercise of stock options.

~~The~~(3) Includes ~~following table lists~~55, ~~as of April 15~~581,742 ~~2013, the number of~~ shares ~~of Common Stock of our Company that are beneficially~~ owned by ~~(i)~~InsOglass, ~~each~~2,000,000 ~~person~~shares orissuable ~~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~~Mr. ~~Information~~ ~~relating~~Hanbali toupon ~~beneficial~~exercise ~~ownership~~ of ~~Common~~stock ~~Stock~~options byheld ~~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~~him, ~~a person is deemed to be a beneficial owner of a security if that person has or shares voting power~~1, ~~which includes the power to vote or direct the voting of the security~~000,000 orshares ~~investment~~owned by ~~power, which includes the power to vote or direct the voting of the security~~Mr. ~~The~~ ~~person~~Woodbridge, ~~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~~5,882,746 ~~more~~shares ~~than~~owned ~~one~~by ~~person~~SICG ~~may~~and ~~be deemed to be a beneficial owner of the same securities~~2,000,000 ~~and~~shares aissuable ~~person may be deemed~~ to beSICG aupon ~~beneficial~~exercise ~~owner~~ of ~~securities~~stock asoptions ~~to which he or she may not have any pecuniary beneficial interest~~held. ~~Except as noted below, each person has sole voting and investment power.~~

~~The~~Securities ~~percentages~~Authorized ~~below are calculated based on 134,265,321 shares of our Common Stock issued and outstanding as of April 15, 2013, except~~ for ~~the~~Issuance ~~percentages~~under ~~for~~Equity 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.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.

Name and Address of Beneficial Owner	Number of Shares Beneficially Owned			Percent of Class
Rafic Hanbali		57,581,742	(1)		42.26	%
Rua Sampaio Viana 253
cjto 74
Sao Paolo 04004-000
Brazil
Salim Shaikh Ismail		10,085,300			7.51	%
Makeen Tower
12th Floor
Office No. 1201
P.O. Box 47858
Abu Dhabi
United Arab Emirates
Clive D. Harbutt		7,882,746	(2)		5.78	%
16 rue de la Pelisserie
1204 Geneva
Switzerland
Michel Gruering		7,197,145			5.36	%
Avenue de la Riviera 4
CH-1820 Territet
Switzerland
John Woodbridge		1,000,000			0.74	%
33 Kenwood Drive
Walton on Thames
Surrey KT12 5AX
United Kingdom
Stephane Boudon		-0-			-	%
9A. Rue Aldringern
Luxembourg City L-1118
Luxembourg
All directors and executive officers
as a group (4 persons)		66,464,488	(3)		48.07	%

~~(1)~~ITEM 13. ~~Includes~~CERTAIN ~~55,581,742~~RELATIONSHIPS ~~shares~~AND ~~owned~~RELATED ~~by InsOglass Holding SA~~TRANSACTIONS, ofAND ~~which~~DIRECTOR ~~Mr. Hanbali is the ultimate beneficial owner, and 2,000,000 shares issuable to Mr. Hanbali upon exercise of stock options held by him.~~INDEPENDENCE

~~(2) Includes~~Transactions with ~~5,882,746~~Related ~~shares owned by SICG S.A., of which Mr. Harbutt is the principal shareholder, officer and director, and 2,000,000 shares issuable to Mr. Harbutt upon exercise of stock options held by him.~~Persons

~~(3) Includes~~The Company ~~55,581,742~~is ~~shares~~indebted ~~owned~~to by InsOglass Holding SA, 2a business organization controlled by the Company’s Chief Executive Officer,~~000~~ for $1,~~000~~248,946 ~~shares~~of ~~issuable~~loans made by such entity to ~~Mr.~~the ~~Hanbali~~Company ~~upon~~during ~~exercise~~2013 ofand ~~stock~~2014 ~~options~~to ~~held~~meet bythe ~~him,~~working ~~1,000,000~~capital ~~shares~~needs ~~owned~~of bythe MrCompany and its subsidiary. ~~Woodbridge,~~Such ~~5,882,746~~loans ~~shares~~are ~~owned~~interest-free and are secured by ~~SICG~~certain ~~S.A.~~assets of the Company’s subsidiary and 2are convertible,~~000~~ at the option of InsOglass,~~000~~ into shares ~~issuable~~of tocommon ~~Mr.~~stock ~~Harbutt~~of ~~upon~~the ~~exercise~~Company ofat ~~stock~~a ~~options~~conversion ~~held~~rate byof ~~him~~$0.035 per share.

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

14We 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 13 14. ~~CERTAIN~~ PRINCIPAL ~~RELATIONSHIPS~~ACCOUNTANT ~~AND~~FEES ~~RELATED TRANSACTIONS,~~ AND ~~DIRECTOR INDEPENDENCE~~SERVICES

~~Transactions with Related Persons~~Audit Fees

The aggregate ~~Company~~audit isfees ~~indebted~~billed tofor ~~InsOglass~~each ~~Holding~~of ~~SA,~~the alast ~~business~~two ~~organization~~fiscal ~~controlled~~years byfor professional ~~the~~services ~~Company’s~~rendered ~~Chief~~by ~~Executive~~our ~~Officer~~principal ~~(“InsOglass”)~~accountants were ~~for~~ $~~752~~32,~~260~~095 offor ~~loans~~the ~~made~~fiscal byyear ~~such~~ended ~~entity~~December to31, ~~the~~2014, ~~Company~~all ~~during~~of ~~2011~~which ~~and~~was ~~2012~~paid to ~~meet~~MaloneBailey, LLP, and $24,776 for the ~~working~~fiscal year ~~capital~~ended ~~needs~~December 31, 2013, of ~~the~~which ~~Company~~$18,000 was paid to MaloneBailey, LLP and ~~its~~the ~~subsidiary~~balance was paid to EFP Rotenberg, LLP.

OnThe audit ~~June~~fees 1,for ~~2012,~~ the ~~Company~~fiscal ~~entered~~year ~~into~~ended aDecember ~~Loan~~31, ~~Agreement~~2014 ~~with~~included ~~InsOglass,~~reviews ~~pursuant~~of toour ~~which~~interim ~~such~~financial ~~entity~~statements ~~agreed~~and toQuarterly ~~make~~Reports on ~~loans~~Form of10-Q upfiled towith ~~$1,000,000~~the toSEC for the ~~Company~~periods ended March 31, ~~including~~2014, ~~the~~June ~~loans~~30, ~~made~~2014 ~~through~~and ~~December~~September 3130, ~~2012~~2014. ~~Such~~The ~~loans~~audit fees ~~are~~for ~~interest-free,~~the ~~matured~~fiscal onyear ~~April~~ended 1December 31, 2013, ~~are~~included ~~secured~~reviews ~~by certain assets~~ of ~~the~~our ~~Company’s~~interim ~~subsidiary~~financial statements and ~~are~~Quarterly ~~convertible,~~Reports aton Form ~~the~~10-Q ~~option~~filed ofwith ~~InsOglass,~~the ~~into~~SEC ~~shares~~for ofthe ~~common~~periods ~~stock~~ended ofMarch ~~the~~31, ~~Company~~2013, atJune a30, ~~conversion~~2013 ~~rate~~and ofSeptember ~~$0.10~~30, ~~per share~~2013.

On August 14, 2012, the Company issued 2,500,000 shares of common stock valued at $50,000 to InsOglass in consideration of services rendered by the Company’s Chief Executive Officer to the Company and its subsidiary.Audit-Related Fees

On June 1, 2012, the Company issued 2,500,000 shares of common stock valued at $100,000 to SICG S.A., a business organization of which the Company’s Chief Financial Officer is the principal, in consideration of services rendered by SICG S.A. to the Company and its subsidiary. On August 15, 2012 the Company issued an additional 168,460 shares of common stock valued at $25,269 to SICG S.A. in consideration of the cancellation of certain debt of the Company’s subsidiary to SICG S.A. None

The Company is indebted to Salim Shaikh Ismail, the holder of 10,085,300 shares of our Common Stock, or 7.51%, for $400,000 of loans made by him to the Company during 2012 to meet the working capital needs of the Company and its subsidiary. An additional $1,000,000 of loans made by such individual during 2011 and 2012, together with a $1,000,000 convertible note held by such individual (and accrued interest thereon), were converted in August 2012 into the 10,085,300 shares of our Common Stock currently held by such individual.Tax Fees

~~Director~~ The ~~Independence~~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.

WeThe tax ~~are~~fees ~~not~~for ~~subject~~the tofiscal ~~listing~~year ~~requirements~~ended December 31, 2014 included preparation of ~~any~~our ~~national~~Federal ~~securities~~and ~~exchange~~state orincome ~~national~~tax ~~securities~~returns ~~association~~for ~~and,~~the fiscal asyear aended ~~result~~December 31, ~~are~~2014. The ~~not~~tax atfees ~~this~~for ~~time~~the ~~required~~fiscal toyear ~~have~~ended ~~our~~December ~~Board~~31, 2013 included preparation of ~~Directors~~our ~~comprised~~Federal ofand astate ~~majority~~income oftax ~~“independent~~returns ~~directors”~~for the fiscal year ended December 31, 2013.

~~ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES~~Other Fees

~~Audit Fees~~None

The aggregate audit fees billed for each of the last two fiscal years for professional services rendered by our principal accountant were $26,500 for the fiscal year ended December 31, 2012 and $41,710 for the fiscal year ended December 31, 2011. The audit fees for the fiscal year ended December 31, 2012 included reviews of our interim financial statements and Quarterly Reports on Form 10Pre-QApproval Policies ~~filed with the SEC for the periods ended March 31, 2012, June 30, 2012~~ and September 30, 2012. The audit fees for the fiscal year ended December 31, 2011 included reviews of our interim financial statements and Quarterly Reports on Form 10-Q filed with the SEC for the periods ended March 31, 2011, June 30, 2011 and September 30, 2011. Procedure

~~Audit~~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-~~Related~~approved ~~Fees~~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.

~~None~~15

~~Tax Fees~~PART IV

The aggregate tax fees billed for each of the last two fiscal years for professional services rendered by our principal accountant were $4,100 for the fiscal year ended December 31, 2012 and $5,500 for the fiscal year ended December 31, 2011ITEM 15. ~~The~~EXHIBITS ~~tax~~AND ~~fees~~FINANCIAL ~~for~~STATEMENT ~~the fiscal year ended December 31, 2012 included preparation of our Federal and state income tax returns for the fiscal year ended December 31, 2012~~SCHEDULES. ~~The tax fees for the fiscal year ended December 31, 2011 included preparation of our Federal and state income tax returns for the fiscal year ended December 31, 2011.~~

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

None

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.

~~Pre-Approval Policies and Procedure~~16

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.

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.

1517

~~PART IV~~SIGNATURES

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

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

Signature	Title	Date

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

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.

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

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.

17INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

SIGNATURES

	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

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.F-1

Signature	Title	Date
/s/ Rafic Hanbali	Chief Executive Officer and Director (Principal Executive Officer)	April 16, 2013
Rafic Hanbali

Report of Independent Registered Public Accounting Firm

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

Signature	Title	Date
/s/ Rafic Hanbali	Chief Executive Officer and Director (Principal Executive Officer)	April 16, 2013
Rafic Hanbali
/s/ Clive D. Harbutt	Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer)	April 16, 2013
Clive D. Harbutt
/s/ John Woodbridge	Director	April 16, 2013
John Woodbridge
	Director
Stephane Boudon

SwissINSO Holding, Inc.

18We 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.

~~INDEX~~We conducted TOour ~~CONSOLIDATED~~audit ~~FINANCIAL~~in ~~STATEMENTS~~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.

	Page No.
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets as of December 31, 2012 and December 31, 2011	F-3
Consolidated Statements of Operations and Comprehensive Loss	F-4
for the years ended December 31, 2012 and 2011 and for the period
since inception, June 1, 2006 to December 31, 2012
Consolidated Statements of Cash Flow for the years ended December 31, 2012	F-5
and 2011 and for the period since inception, June 1, 2006 to December 31, 2012
Consolidated Statement of Changes in Stockholders’ Deficit for the period	F-6
since inception, June 1, 2006 to December 31, 2012
Notes to Financial Statements	F-7

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.

~~REPORT~~The accompanying OFfinancial ~~INDEPENDENT~~statements ~~REGISTERED~~have ~~PUBLIC~~been ~~ACCOUNTING~~prepared ~~FIRM~~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.

To/s/ MaloneBailey, ~~the Board of Directors and~~LLP

~~Stockholders of SwissInso Holding Inc~~www.malonebailey.com

~~We have audited the accompanying consolidated balance sheets of SwissInso Holding Inc. as of December 31~~Houston, 2012 and 2011, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2012 and for the period since inception (June 1, 2006) through December 31, 2012. SwissInso Holding Inc.’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. Texas

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to haveAugust 20, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.2015

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of SwissInso Holding Inc. as of December 31, 2012 and 2011, and the results of its operations and its cash flows for each of the years in the twoF-year period ended December 31, 2012 and for the period since inception (June 1, 2006) through December 31, 2012 in conformity with accounting principles generally accepted in the United States of America.2

~~The~~SWISSINSO ~~accompanying~~HOLDING ~~consolidated~~INC ~~financial~~CONSOLIDATED ~~statements~~BALANCE ~~have~~SHEETS ~~been prepared assuming that the Company will continue as a going concern.~~ As ~~discussed~~of inDecember ~~Note 2 to the consolidated financial statements~~31, ~~These~~ ~~conditions~~2014 raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments relating to the recoverability and ~~classification~~December of31, ~~asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.~~2013

/s/ EFP Rotenberg, LLP

	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

~~EFP~~The accompanying ~~Rotenberg,~~notes ~~LLP~~are an integral part of these consolidated financial statements.

~~Rochester, New York~~F-3

~~April~~SWISSINSO 16HOLDING INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

F-2

	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

SWISSINSO HOLDING INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
As of December 31, 2012 and December 31, 2011
	2012			2011
	December 31			December 31
ASSETS
CURRENT ASSETS
Cash	$	128,271		$	8,163
Prepaid assets		47,090
Other receivables		76,069			53,818
Inventory		-			544,436
Total current assets		251,430			606,417
NON-CURRENT ASSETS
Property and equipment, net		24,308			109,784
Deferred debt issuance cost, net		-			134,713
Total non-current assets		24,308			244,497
TOTAL ASSETS	$	275,738		$	850,914
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable	$	1,408,276		$	1,344,757
Accrued expenses		325,335			293,809
Accrued payroll and benefits		1,006,050			904,822
Promissory notes		650,000			750,000
Loans		1,028,421			411,600
Total current liabilities		4,418,082			3,704,988
NON-CURRENT LIABILITIES
Accrued interest on notes payable		511,406			801,796
Convertible notes payable		2,000,000			4,850,000
Stock warrants liability		480,659			215,642
Total non-current liabilities		2,992,065			5,867,438
TOTAL LIABILITIES		7,410,147			9,572,426
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 : 101,469,293 and 78,599,287		10,147			7,860
Additional paid in capital		7,557,147			2,571,221
Deficit accumulated during development stage		(14,736,143	)		(11,409,380	)
Accumulated other comprehensive income		34,440			108,787
Total stockholders' deficit		(7,134,409	)		(8,721,512	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	275,738		$	850,914

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

~~The accompanying notes are an integral part of these consolidated financial statements.~~F-4

~~F-3~~SWISSINSO HOLDING INC. CONSOLIDATED STATEMENTS OF CASH FLOW FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

SWISSINSO HOLDING INC.
	Year Ended
(A Development Stage Company)
	December 31
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
	2014			2013
FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011
NET INCOME (LOSS)	$	(1,678,984	)	$	(1,250,163	)
AND FOR THE PERIOD SINCE INCEPTION, JUNE 1, 2006 TO DECEMBER 31, 2012
OPERATING ACTIVITIES
	Year Ended						Inception
Impairment of fixed assets		-			13,931
	December 31,						6/1/2006
Shares issued for services		-			68,020
	2012			2011			to 12/31/2012
Loss on beneficial conversion feature		24,911			-
REVENUES	$	-		$	-		$	-
Change in stock warrants liability		-			(480,659	)
OPERATING EXPENSES
Changes in Operating Assets and Liabilities:
General and administrative		2,289,061			2,623,134			9,914,985
Increase (decrease) in prepaids and other receivables		(8,248	)		106,340
Stock warrants expense		265,017			(3,412,358	)		480,659
Increase (decrease) in accounts payable and accrueds		194,147			216,095
Debt issuance expense		134,713			846,039			1,695,362
Increase (decrease) in related party accounts payable		225,000			-
Research and development		170,630			180,465			1,288,582
Net cash used in operating activities		(1,243,174	)		(1,326,436	)
		2,859,421			237,280			13,379,588
INVESTING ACTIVITIES
OTHER INCOME
Proceeds from sale of asset		-			10,377
Interest income		4			20			278
Net cash provided by (used in) investing activities		-			10,377
Exchange profit		517			-			517
FINANCING ACTIVITIES
Gain on vehicle		-			-			6,816
Proceeds from issuance of shares		48,000			-
		521			20			7,611
Proceeds from bank loan		435,635			392,367
OTHER EXPENSES
Repayment of bank loan		(466,860	)		-
Interest on debt		441,715			462,178			1,330,035
Repayment of borrowings		(50,000	)		(11,682	)
Loss on disposal		26,089			-			26,089
Repayments to shareholders		-			(150,000	)
Taxes		59			(327	)		(268	)
Debt due to third parties		220,780			5,402
Commission on debt		-			-			8,310
Convertible debt due to shareholders		1,039,251			1,063,670
		467,863			461,851			1,364,166
Net cash provided by financing activities		1,226,806			1,299,757
NET INCOME (LOSS)	$	(3,326,763	)	$	(699,111	)	$	(14,736,143	)
Effect of exchange rate on cash		13,049			(105,796	)
Foreign currency adjustment		(74,328	)		137,294			34,459
INCREASE (DECREASE) IN CASH		(3,319	)		(122,098	)
COMPREHENSIVE INCOME (LOSS)		(3,401,091	)		(561,817	)		(14,701,684	)
CASH AT BEGINNING OF PERIOD		6,173			128,271
Basic and diluted net income (loss) per share	$	(0.04	)	$	(0.01	)	$	(0.22	)
CASH AT END OF PERIOD	$	2,854		$	6,173
Weighted average shares outstanding - Basic and diluted		87,613,782			78,599,287			66,477,170
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-45

SWISSINSO HOLDING INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE YEAR ENDED DECEMBER 31, 2012 AND 2011
AND FOR THE PERIOD SINCE INCEPTION, JUNE 1, 2006 TO DECEMBER 31, 2012
							From
	Year Ended						Inception
	December 31						6/1/2006
	2012			2011			to 12/31/2012
NET INCOME (LOSS)	$	(3,326,763	)	$	(699,111	)	$	(14,736,143	)
OPERATING ACTIVITIES
Depreciation		54,959			59,420			137,095
Amortization of defered debt issuance cost		134,713			846,039			1,213,062
Interest contributed by shareholder		-			-			2,809
Gain on sale of asset		-			-			(6,816	)
Interest accrued on converted notes		-			-			16,071
Loss on inventory write down		544,436			-			544,436
Loss on disposal		26,089			-			26,089
Shares issued for services		262,180			-			262,180
Stock option expense		220,000			-			220,000
Capital contributions of interest expense		50,801			-			50,801
Change in stock warrants liability		265,017			(3,412,358	)		480,659
Changes in Operating Assets and Liabilities:
(Increase) / decrease in prepaids and other receivables		(69,342	)		35,546			(123,160	)
(Increase) inventory "Krystall"		-			(694	)		(544,436	)
Increase (decrease) in accounts payable and accrueds		511,115			2,294,227			3,813,332
Net cash used in operating activities		(1,326,795	)		(876,931	)		(8,644,021	)
INVESTING ACTIVITIES
Property and equipment acquisition		-			(3,367	)		(219,928	)
Cash received in acquisition of shell		-			-			670,357
Proceeds from sale of asset		-			-			34,080
Net cash provided by (used in) investing activities		-			(3,367	)		484,509
FINANCING ACTIVITIES
Proceeds from convertible notes		-			-			6,035,000
Proceeds from issuance of shares		-			-			85,698
Repayment of borrowings		-			-			(521,500	)
Loan		900,000			-			1,400,000
Debt due to shareholders		616,821			411,600			1,248,713
Net cash provided by financing activities		1,516,821			411,600			8,247,911
Effect of exchange rate on cash		(69,918	)		137,294			39,872
INCREASE (DECREASE) IN CASH		120,108			(331,404	)		128,271
CASH AT BEGINNING OF PERIOD		8,163			339,567			-
CASH AT END OF PERIOD	$	128,271		$	8,163		$	128,271

SWISSINSO HOLDING INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

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

					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	)

~~F-5~~The accompanying notes are an integral part of these consolidated financial statements.

SWISSINSO HOLDING INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR THE PERIOD SINCE INCEPTION, JUNE 1, 2006 TO DECEMBER 31, 2012
														Deficit
														Accumulated
					Additional						Other			During the			Total
	Common Stock				Paid-In			Subscription			comprehensive			Development			Stockholders'
	Shares		Amount		Capital			receivable			income			Stage			Deficit
Balance - June 1, 2006			$	-	$	-		$	-		$	-		$	-		$	-
Common Stock issued in recapitalization									-			-						-
of Swissinso SA into Swissinso Holding Inc.
(par value $0.0001) (1)		50,000,000		5,000		75,644			(40,322	)								40,322
Net loss from inception to December 31, 2006															(50,833	)		(50,833	)
Interest contributed by shareholder						26												26
Foreign currency exchange adjustment												(171	)					(171	)
Balance at December 31, 2006		50,000,000		5,000		75,670			(40,322	)		(171	)		(50,833	)		(10,656	)
Net loss for the year ended December 31, 2007															(28,003	)		(28,003	)
Interest contributed by shareholder						234												234
Foreign currency exchange adjustment												(2,569	)					(2,569	)
Balance at December 31, 2007		50,000,000		5,000		75,904			(40,322	)		(2,740	)		(78,836	)		(40,994	)
Net loss for the year ended December 31, 2008															(118,788	)		(118,788	)
Interest contributed by shareholder						1,033												1,033
Foreign currency exchange adjustment												(4,929	)					(4,929	)
Balance at December 31, 2008		50,000,000		5,000		76,937			(40,322	)		(7,669	)		(197,624	)		(163,678	)
Common Stock issued to acquire the shell
company at $0.001 per share
(par value $0.0001) (1)		25,100,000		2,510		(141,307	)											(138,797	)
Subscription on share capital of Swissinso SA									40,322									40,322
Common Stock issued pursuant to conversion
of shareholder loan to Swissinso SA		1,097,145		110		220,182												220,292
Net loss for the year ended December 31, 2009															(4,532,266	)		(4,532,266	)
Interest contributed by shareholder						1,516												1,516
Foreign currency exchange adjustment												(25,190	)					(25,190	)
Balance at December 31, 2009		76,197,145	$	7,620	$	157,328		$	-		$	(32,859	)	$	(4,729,890	)	$	(4,597,801	)
Deferred debt issuance						1,213,062												1,213,062
Shares issued on conversion of notes		2,402,142		240		1,200,831												1,201,071
Net loss for the period ended December 31, 2010															(5,980,379	)		(5,980,379	)
Foreign currency exchange adjustment												4,352						4,352
Balance at December 31, 2010		78,599,287	$	7,860	$	2,571,221		$	-		$	(28,507	)	$	(10,710,269	)	$	(8,159,695	)
Net loss for the period ended December 31, 2011															(699,111	)		(699,111	)
Foreign currency exchange adjustment												137,294						137,294
Balance at December 31, 2011		78,599,287	$	7,860	$	2,571,221		$	-		$	108,787		$	(11,409,380	)	$	(8,721,512	)
Net loss for the period ended December 31, 2012															(3,326,763	)		(3,326,763	)
New Stock option expenses						220,000												220,000
Shares issued for Services Rendered		8,299,832		830		261,350												262,180
Shares issued on conversion of notes + accrued interest		14,570,174		1,457		4,453,775												4,455,232
Capital contribution of interest						50,801												50,801
Foreign currency exchange adjustment												(74,347	)					(74,347	)
Balance at December 31, 2012		101,469,293	$	10,147	$	7,557,147		$	-		$	34,440		$	(14,736,143	)	$	(7,134,409	)

F-6

~~(1)~~SWISSINSO ~~The~~HOLDING ~~Stockholders equity of Swissinso SA has been recapitalized to give effect to the shares received by the existing holders of Swissinso SA from the share exchange agreement with Pashminadepot~~INC.~~com Inc.~~

~~The~~NOTES ~~accompanying~~TO ~~notes~~FINANCIAL ~~are an integral part of these consolidated financial statements.~~STATEMENTS

~~F-6~~December 31, 2014 and 2013

~~SWISSINSO~~ NOTE ~~HOLDING~~1 ~~INC.(A~~- ~~Development~~Organization ~~Stage~~and ~~Company)~~Business

~~NOTES~~SwissINSO TOHolding ~~FINANCIAL~~Inc., ~~STATEMENTS~~(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.

~~December~~On 31September 10, ~~2012~~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.

~~NOTE~~On 1October 28, 2009, the state of incorporation was changed from Florida to Delaware by the merger of Pashminadepot.com, Inc. with and into its wholly- ~~Organization~~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 ~~Business~~after the effective time of such merger was converted into one share of the common stock of SwissINSO Holding Inc.

~~SwissINSO~~Prior ~~Holding~~to ~~Inc., (~~the ~~“Company”)~~acquisition ~~was incorporated in the state~~ of ~~Florida on November 13~~SwissINSO, ~~2007 under~~ the Company ~~name~~was ~~“Pashminadepot.com,~~in ~~Inc.”~~the ~~Until~~development ~~May~~stage ~~31,~~and ~~2009,~~had itno ~~focused~~revenues onor ~~the~~ business ~~of developing a website to sell Pashmina and other accessories~~operations. ~~Due~~Following to the ~~state~~acquisition of ~~the economy~~SwissINSO, ~~virtually~~the no Company’s business ~~was~~became ~~conducted~~exclusively ~~and~~the ~~this~~ business ~~plan~~of ~~was~~SwissINSO ~~abandoned. Management~~described ~~then sought an operating company with which to merge or to acquire~~below.

OnSwissINSO ~~September~~was ~~10,~~incorporated ~~2009~~in ~~the~~Switzerland on ~~Company~~May ~~entered~~30, ~~into~~2006. aIn ~~Stock~~conjunction ~~Purchase Agreement~~ with ~~SwissINSO SA, a Swiss company (“SwissINSO”), and its shareholders pursuant to which~~ the ~~Company~~Solar ~~agreed~~Energy ~~to purchase all of the shares of SwissINSO to develop new business opportunities. The transaction was consummated on October 19, 2009,~~ and ~~SwissINSO~~Building ~~became~~Physics aLaboratory ~~wholly~~(LESO-~~owned~~PB) ~~subsidiary~~ of the ~~Company~~Swiss ~~and~~Polytechnic ~~the shareholders~~ Institute of ~~SwissINSO~~Lausanne, ~~received~~Switzerland ~~in exchange for their shares an aggregate of 50~~(EPFL),~~000,000~~ ~~shares~~SwissINSO ~~of the Company’s common stock~~targets, ordevelops ~~65.62% of the then issued~~ and ~~outstanding~~commercializes ~~share~~breakthrough ~~capital~~renewable ofenergy ~~the~~green ~~Company.~~technologies exiting At the ~~same~~LESO-PB ~~time,~~product ~~the~~development ~~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~~pipeline.

OnSwissINSO ~~October~~utilizes ~~28,~~its ~~2009,~~intellectual ~~the~~property assets ~~state of incorporation was changed from Florida~~ to ~~Delaware~~provide byaesthetic ~~the~~and ~~merger~~efficient ofsolar ~~Pashminadepot.com,~~energy ~~Inc.~~solutions ~~with~~ and ~~into~~products 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~~renewable ~~stock~~energy ~~of Pashminadepot~~market.~~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~~SwissINSO’s goal is to become a world leader in the ~~acquisition~~development of ~~SwissINSO,~~leading-edge ~~the~~technologies ~~Company~~and ~~was~~products in the ~~development~~renewable ~~stage~~energy ~~and~~sector ~~had~~that noaddress ~~revenues~~the orglobal ~~business~~energy shortage ~~operations.~~through ~~Following~~products ~~the~~that ~~acquisition~~are ofaesthetic ~~SwissINSO,~~and ~~the~~efficient ~~Company’s~~with ~~business~~a ~~became~~specific ~~exclusively~~focus ~~the~~on ~~business~~solar technology innovations in the areas of ~~SwissINSO~~solar ~~described~~air ~~below~~cooling and heating.

~~SwissINSO~~Since ~~was~~its ~~incorporated~~inception, inSwissINSO ~~Switzerland~~has ondevoted substantially ~~May~~all ~~30,~~of ~~2006. In~~its ~~conjunction~~efforts ~~with~~to ~~the~~raising ~~Solar~~capital, ~~Energy~~research and ~~Building~~development, ~~Physics~~market ~~Laboratory~~research, ~~(LESO-PB)~~securing oftechnology rights and the ~~Swiss~~validation ~~Polytechnic~~and ~~Institute~~scale-up of ~~Lausanne,~~the ~~Switzerland~~Kromatix™ ~~(EPFL)~~technology, ~~SwissINSO~~the ~~targets,~~first ~~develops~~SwissINSO ~~and~~product ~~commercializes~~to ~~breakthrough~~exit ~~renewable energy green technologies exiting~~ the LESO-PB ~~product~~ development pipeline.

SwissINSO ~~utilizes~~has ~~its~~not ~~intellectual~~generated ~~property~~any ~~assets~~revenues to ~~provide aesthetic and efficient solar energy solutions and products to the renewable energy market~~ date.

~~SwissINSO’s~~NOTE ~~goal~~2 ~~is to become a world leader in the development of leading~~-~~edge~~ ~~technologies~~Going 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 air cooling and heating. Concern

~~Since~~The ~~its~~Company’s ~~inception,~~financial ~~SwissINSO~~statements ~~has~~are prepared ~~devoted~~using ~~substantially~~generally ~~all~~accepted accounting principles in the United States of ~~its~~America ~~efforts~~applicable to ~~raising~~a ~~capital,~~going ~~research~~concern which contemplates the realization of assets and ~~development,~~liquidation ~~market~~of ~~research,~~liabilities ~~securing~~in ~~technology~~the ~~rights~~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 ~~validation~~Company to continue as a going concern is dependent on raising additional capital to fund its business plan and ~~scale-up~~ultimately to attain profitable operations through the generation of revenues from the ~~Kromatix™~~sale ~~technology~~of products and technologies. Accordingly, ~~the~~these factors ~~first~~raise ~~SwissINSO~~substantial ~~product~~doubt as to ~~exit~~ the ~~LESO-PB~~Company's ~~development~~ability ~~pipeline~~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.

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

F-7

NOTE 23 - ~~Going~~ ~~Concern~~Significant Accounting Policies

~~The~~Accounting 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. From inception through December 31, 2012, subscriptions of $6,035,000 had been received under the terms of the private placement documents.Basis

~~The~~These ~~accompanying~~consolidated financial statements doare prepared ~~not~~on ~~include~~the ~~any~~accrual ~~adjustments~~basis ~~that~~of ~~might~~accounting bein ~~necessary~~conformity ifwith ~~the~~accounting ~~Company~~principles isgenerally ~~unable~~accepted toin ~~continue~~the asUnited aStates ~~going concern~~of America.

~~NOTE~~Principles 3of ~~- Significant Accounting Policies~~Consolidation

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

~~These~~Translation ~~consolidated financial statements are prepared on the accrual basis~~ of ~~accounting~~Foreign inCurrency ~~conformity~~Financial ~~with~~Statements ~~accounting~~and ~~principles~~Foreign Currency ~~generally accepted in the United States of America.~~Transactions

~~Principles~~The financial statements of ~~Consolidation~~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.

~~The~~Use ~~consolidated financial statements include the historical financial information~~ of ~~SwissINSO SA from inception to December 31, 2012. Intercompany transactions and balances have been eliminated.~~Estimates

~~Translation~~The preparation of ~~Foreign~~financial ~~Currency~~statements ~~Financial~~in conformity ~~Statements~~with generally accepted accounting principles of the United States requires management to make estimates and ~~Foreign~~assumptions that ~~Currency~~affect ~~Transactions~~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.

~~The~~Cash ~~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~~Cash 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 transaction 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 a gain of $34,440 and $108,787 for the years ended December 31, 2012 and 2011, respectively.Equivalents

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

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.Inventory

FInventories are stated at the lower of cost (first-8in, 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.

~~Cash~~Property and ~~Cash Equivalents~~Equipment

~~Cash~~Property and ~~cash~~equipment ~~equivalents~~ are ~~comprised~~stated ofat ~~current~~cost less ~~bank~~accumulated ~~balances~~depreciation. ~~The~~Depreciation ~~Company~~of ~~considers~~furniture ~~all~~and ~~highly~~equipment ~~liquid~~is ~~instruments~~provided ~~purchased~~using ~~with~~the anstraight-line ~~original~~method ~~maturity~~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 ~~months~~years. Upon the disposition of property and equipment, the accumulated depreciation is deducted from the original cost and any gain or ~~less~~loss tois bereflected ~~cash~~in ~~equivalents~~current earnings.

~~Inventory~~F-8

~~The~~Financial ~~Company values its inventory at the lower of cost and market. At December 31, 2012 the Company had no saleable inventory or work-in-process.~~Instruments

~~Property~~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 ~~Equipment~~that their fair values approximate their carrying values.

~~Property~~Derivative ~~and~~Financial 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.Instruments

~~Financial~~The ~~Instruments~~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.

~~The~~General ~~Company's financial instruments consist of notes payable to third parties~~ and ~~subscriptions~~Administrative to convertible debt at $0.50 per share issued under the terms of a private placement offering. 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 except where separately disclosed.Expenses

~~Derivative~~General ~~Financial~~and ~~Instruments~~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.

~~The~~Employee 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.Benefits

~~General~~Mandatory contributions are made under Government retirement benefit and ~~Administrative~~unemployment ~~Expenses~~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.

~~General~~Stock ~~and~~Option 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.Plan

~~Employee~~The ~~Benefits~~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.

~~Mandatory~~Excess ~~contributions~~tax ~~are~~benefits ~~made~~of ~~under~~awards ~~Government~~that ~~retirement~~are ~~benefit and unemployment schemes at the minimum statutory rates~~ recognized in ~~force~~equity ~~during~~related ~~the~~to ~~period,~~stock ~~based~~option onexercises ~~gross salary payments. The costs of these payments~~ are ~~charged~~reflected ~~to the statement of income in the same period~~ as ~~the~~operating ~~related~~cash ~~salary costs~~inflows.

~~Stock~~Research ~~Option~~and ~~Plan~~Development

~~The~~Costs ~~Company~~incurred ~~recognizes~~in ~~all~~acquiring ~~employee-based~~technological expertise ~~compensation~~and ascorresponding aresearch ~~cost~~and indevelopment ~~the financial statements. Equity-classified awards~~ are ~~measured~~charged atto ~~the~~operating ~~grant~~expenses ~~date~~when ~~fair value of the award~~incurred. ~~The Company estimates grant date fair value using the Black-Scholes-Merton option-pricing model.~~

~~Excess~~Other tax benefits of awards that are recognized in equity related to stock option exercises are reflected as operating cash inflows. Stock-based compensation cost that has been included in income from continuing operations amounted to $220,000 and $-0- for the periods ended December 31, 2012 and December 31, 2011, respectively.Expenses

~~Research~~Other ~~and~~expenses ~~Development~~are comprised of fees for negotiating Company financing.

~~Costs~~Net ~~incurred~~Loss inPer ~~acquiring technological expertise and corresponding research and development are charged to operating expenses when incurred.~~Share

~~Other~~Basic ~~Expenses~~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.

~~Other~~Income ~~expenses are comprised of fees for negotiating Company financing.~~Taxes

FThe Company and its subsidiary provide for income taxes in accordance with FASB ASC 740-910. 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.

~~Net Loss Per Share~~F-9

~~Basic~~Operating 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 year ended December 31, 2012.Leases

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

~~The~~Development ~~Company~~Stage 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.Entity

~~Operating~~The ~~Leases~~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.

~~Rent~~NOTE ~~expense~~4 on- ~~operating~~Property ~~leases arises on a straight line basis~~ and ~~is charged to general and administrative expenses as it occurs.~~Equipment

~~Debt~~Property ~~Issuance~~and ~~Costs~~equipment at December 31, 2014 and 2013 at cost, consisted of the following:

Debt issuance costs (i.e. placement agent costs) are capitalized when the expense is incurred and are amortized equally over a 24 month period. Debt issuance costs were fully amortized during 2012.

	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-

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

~~Certain~~NOTE ~~accounts~~5 ~~in the prior~~-~~year~~ ~~financial~~Notes ~~statements have been reclassified for comparative purposes to conform to the presentation of the current-year financial statements.~~Payable

~~NOTE~~The 4 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. ~~Inventory~~All of such loans remain outstanding.

~~Inventories~~During ~~are~~2013 ~~stated~~and at2014, the ~~lower~~Company’s subsidiary borrowed monies from current executive officers and directors and another shareholder of ~~cost~~the ~~(first-in,~~Company ~~first-out)~~to ormeet ~~market.~~the working ~~The~~capital needs of the Company’s ~~policy~~subsidiary. isThe balance due to ~~regularly~~related ~~assesses~~parties ~~slow-moving~~as at December 31, ~~excess~~2013 and ~~obsolete~~December 31, ~~inventory~~2014 ~~and~~was ~~establish~~$719,697 ~~appropriate~~and ~~reserves~~$1,740,641 ~~against~~respectively. ~~any~~These ~~amounts~~loans ~~determined~~are tonon-interest ~~have~~bearing ~~such~~and ~~characteristics~~remain outstanding.

~~The~~NOTE ~~Company~~6 ~~produced~~- ~~its~~Convertible ~~first~~Notes ~~solar~~with ~~powered~~Warrants ~~Water Purification unit (Krystall™) in March, 2010. This unit was deployed in Switzerland for the product launch which took place on April 22, 2010.~~

~~Subsequent~~The toCompany received ~~this~~subscriptions ~~date~~of $6,035,000 from the ~~Company~~sale ~~expended~~of 9% Secured Convertible Notes with Warrants issued in a ~~significant~~private ~~amount~~placement. A total of ~~time~~12,070,000 ~~and~~Warrants were ~~resource~~issued. ~~attempting~~All toof ~~launch~~such ~~the~~Notes ~~Krystall™~~were ~~product~~converted ~~line~~into ~~and~~shares ~~generate~~of common stock at a ~~first~~conversion ~~sale~~price of $0. ~~Unfortunately~~50 per share during 2011, 2012 ~~with~~and a2013. The 12,070,000 Warrants were exercisable for an equivalent number of ~~more~~shares ~~competitive~~at ~~products~~an onexercise ~~the~~price ~~market,~~of it$1.00 ~~became~~per ~~evident~~share within ~~that,~~five ~~while~~years ~~Krystall™~~of ~~was~~issuance adate. ~~technology~~The ~~leader~~Company inwill issue common stock from authorized shares to Warrant holders upon the exercise ~~market,~~of the ~~associated~~Warrants. ~~cost~~As of ~~the~~December ~~units~~31, ~~offered~~2014, ~~for~~2,900,000 ~~sale~~Warrants ~~did~~had ~~not~~expired ~~fit~~unexercised, and no Warrants have been exercised. As of the ~~investment~~end ~~expectations~~of the first quarter of ~~potential~~2015, ~~customers~~an additional 8,270,000 Warrants expired unexercised. The ~~ultimate~~remaining ~~assessment~~900,000 ~~reached~~Warrants expire byon ~~SwissINSO~~September ~~was~~15, ~~that~~2015 ~~the~~(500,000 ~~unit~~Warrants) ~~was~~and ~~over-engineered~~December ~~for~~8, ~~the~~2010 ~~current~~(400,000 ~~cost~~Warrants) ~~conscious~~and ~~market~~have an exercise price of $1.00, a weighted average exercise price of $1.00 and no intrinsic value.

InAs ~~addition,~~of ~~since~~ the ~~financial~~issuance ~~crisis~~date inof ~~2009~~the Notes, the Company ~~potential~~concluded ~~client~~that ~~base~~the ~~for~~Warrants ~~Krystall™~~were -derivatives ~~governments~~under ~~and~~ASC ~~NGOs~~815. -As ~~has~~of ~~been~~December ~~impacted~~31, by2013, ~~significant~~the ~~cut-backs~~Company inconcluded ~~spending. Despite~~that ~~attempts~~the toWarrants were ~~discount~~no ~~the~~longer ~~product~~derivatives and ~~re-engineer~~reduced ~~certain~~the ~~components~~liability from $480,659 ~~the~~at ~~Company~~December ~~was~~31, ~~unable~~2012 to ~~sell~~$-0- ~~the~~at ~~inventoried~~December ~~unit~~31, or2013, ~~obtain~~resulting in ~~orders~~a ~~for~~gain ~~any~~of ~~other~~$480,659 ~~products~~for in the ~~Krystall™~~year ~~line~~ended December 31, 2013.

~~In addition to the above, the Krystall™ unit in stock was at the highest end of the product line in terms of cost and the most uncommon configuration in terms of technology.~~F-10

~~The~~NOTE ~~Krystall™~~7 ~~unit~~- inCapital inventory was subsequently dismantled in late 2011 and has not been used since. As a result, the condition of the unit is now such that it would need a complete refurbishment and be required to be transported back to the manufacturer in Germany. The Company determined that such an investment in a unit which the Company are unlikely to be able to sell would not make economic sense. Correspondingly, the Company took the decision during 2012 to write down the cost of this unit to zero and exit the Water Purification business.Stock

~~The~~During ~~following~~2014, ~~table~~the ~~presents~~Company ~~the~~sold ~~classification~~100,000 shares of ~~inventory~~its ~~on-hand~~common asstock ofto ~~December~~an ~~31,~~individual ~~2012~~at ~~and~~a ~~2011:~~price of $0.48 per share.

	2012		2011
Raw Materials	$	-	$	-
Work-in-process		-		-
Finished Goods		-		544,436
Total Inventory	$	-	$	544,436

NOTE 8 - Income Taxes

~~F-10~~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:

NOTE 5 - Property and Equipment

	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-

Property and equipment at December 31, 2012 and 2011 at cost, consisted of the following:

	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-

	2012		2011
Furniture	$	84,618	$	106,062
Computer equipment		102,818		78,530
		187,436		184,592
Less accumulated depreciation		(163,128)		(74,808)
	$	24,308	$	109,784

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.

~~Depreciation~~Reconciliations ~~expense~~of onthe ~~property~~U.S. ~~and~~federal ~~equipment~~statutory rate to the actual tax rate for the years ended December 31, ~~2012~~2014 and ~~2011~~2013 ~~was~~are ~~$54,959 and~~as ~~$59,420.~~follows:

NOTE 6 - Notes Payable

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	%

~~The~~NOTE ~~Company issued promissory notes or loan acknowledgements to independent third parties as follows: (a) $250,000 bearing interest at~~ 9% ~~per~~- ~~annum~~Related ~~repayable~~Party once the Company raised $6,000,000 through the sale of securities; (b) $500,000 without interest repayable on or before May 11, 2011; and (c) $900,000 without interest repayable on a to be agreed date. The loan acknowledgement referred to in (b) above and $500,000 of the loan acknowledgements referred to in (c) above were converted into 7,659,710 shares of common stock during 2012. The note referred to in (a) above and $400,000 of the loan acknowledgements referred to in (c) above remain outstanding.Transactions

~~During~~At ~~2011~~December ~~and~~31, ~~2012~~2014, the Company was indebted to InsOglass Holding SA, a business organization controlled by the Company’s ~~subsidiary~~Chief ~~borrowed~~Executive anOfficer (“InsOglass”) ~~aggregate~~for of $1,~~028~~248,~~421~~296 ~~from~~of ~~current~~loans ~~and~~made ~~former~~by ~~executive~~such ~~officers~~entity ~~and~~to ~~directors~~the ~~and~~Company ~~shareholders~~during of2013 ~~the~~($228,001) ~~Company~~and 2014 ($1,020,295) to meet the working capital needs of the Company’s and its subsidiary. ~~Loans~~ ~~aggregating~~Such ~~$295,633~~loans ~~bear~~are interest-free atand are secured 9%by ~~per~~certain ~~annum,~~assets ~~and~~of the ~~other~~Company’s ~~loans~~subsidiary and are ~~non-interest~~convertible, ~~bearing. These~~at ~~amounts~~the ~~remain~~option ~~outstanding. Imputed~~of ~~interest~~InsOglass, into shares of common stock of the Company at a conversion rate of $~~50,801~~0.035 per share. The Company has ~~been~~recognized ~~contributed~~a asbeneficial conversion ~~capital~~feature ~~during~~in ~~the~~APIC ~~year~~in ~~ended~~the ~~December~~amount 31of $24,911 ~~2012~~related to these borrowings.

~~NOTE~~The 7Company ~~- Convertible~~is ~~Notes~~also ~~with~~indebted ~~Warrants~~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.

The Company has received subscriptions of $6,035,000 from the sale of 9% Secured Convertible Notes with Warrants issued in a private placement. The notes are secured by all of the assets of SwissINSO and are convertible into shares of common stock at a conversion price of $0.50 per share. Conversion may be exercised by the holder at any time prior to the maturity date which is 24 months from the date of issue. The warrants are exercisable for an equivalent number of shares at an exercise price of $1.00 per share within five years of issuance date.F-11

~~Notes~~NOTE ~~totaling~~10 ~~$2,850,000~~- ~~plus accrued interest were converted into 6,910,464 shares of common stock during the year ended December 31, 2012. No notes were converted during 2011.~~Lease

The ~~fair~~Company ~~value~~rents ofoffice ~~each~~space ~~warrant~~in isNew ~~estimated~~York pursuant onto a monthly agreement with Regus. The rental cost for the ~~date~~period from the commencement of ~~grant~~the ~~using~~lease ~~Black-Scholes-Merton~~through ~~option-pricing~~December 31, ~~model~~2014 was $3,437. SwissINSO rents office space pursuant to a monthly property rental agreement with Fondation Scientifique EPFL, Lausanne, Switzerland that ~~uses~~can ~~the~~be ~~assumptions~~renewed ~~noted~~monthly. inThe rental cost for the ~~following~~period ~~table~~ended December 31, 2014 totaled $12,000, as compared to $63,812 for 2013.

Number of Warrants	% of Warrants Issued	Initial Vesting Date
2,000,000	100%	December 16, 2009
	Dividend Yield	0.00%
	Expected Volatility	626.13%
	Risk-Free Interest Rate	0.16%
	Contractual term	5 years
	Estimated Remaining term	0.96 years
	Stock Price at Date of Grant	$1.89
	Exercise Price	$1.00

NOTE 11 - Concentrations of Risks

900,000	100%	December 22, 2009
	Dividend Yield	0.00%
	Expected Volatility	626.13%
	Risk-Free Interest Rate	0.16%
	Contractual term	5 years
	Estimated Remaining term	0.98 years
	Stock Price at Date of Grant	$1.80
	Exercise Price	$1.00

Cash Balances

FThe Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation (FDIC). Up to December 31, 2014 all non-11interest 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.

8,270,000	100%	February 24, 2010
	Dividend Yield	0.00%
	Expected Volatility	626.13%
	Risk-Free Interest Rate	0.17%
	Contractual term	5 years
	Estimated Remaining term	1.15 years
	Stock Price at Date of Grant	$1.25
	Exercise Price	$1.00

NOTE 12 - Commitments and Deferred Income

500,000	100%	September 15, 2010
	Dividend Yield	0.00%
	Expected Volatility	626.13%
	Risk-Free Interest Rate	0.20%
	Contractual term	5 years
	Estimated Remaining term	1.79 years
	Stock Price at Date of Grant	$1.18
	Exercise Price	$1.00

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:

400,000	100%	December 8, 2010
		December 31
	Dividend Yield	0.00%
		2014		2013
	Expected Volatility	626.13%
Payments for acquisition of technology over a 4 year period		$	46,820	$	81,780
	Risk-Free Interest Rate	0.25%
	Contractual term	5 years
	Estimated Remaining term	2.94 years
	Stock Price at Date of Grant	$0.59
	Exercise Price	$1.00

~~The~~During ~~total derivative charge for~~ the ~~year~~years ended December 31, ~~2012~~2014 ~~was $265~~and 2013,~~017,~~ ~~representing~~ the ~~change~~Company’s insubsidiary ~~fair~~made ~~value~~payments ~~between~~to ~~the~~EPFL ~~outstanding~~aggregating ~~warrants~~CHF as119,620 ~~of December 31~~($128,600) ~~2012~~ and ~~2011,~~CHF ~~which equated to $480~~100,~~659~~000 ~~and~~ ($~~215~~111,~~642~~000), respectively~~. The~~, as ~~Company~~required ~~originally~~under ~~computed~~ the ~~value of the warrants based on an expected exercise of the warrants two years following their issuance~~agreement. ~~The foregoing table estimates the exercise of the warrants four years following their issuance.~~

The Company ~~will~~entered ~~issue~~into ~~common~~a ~~stock~~joint ~~from~~venture ~~authorized~~agreement with ~~shares~~Axama toConsult ~~those~~AG ~~subscribers~~on January ~~who~~23, ~~exercise~~2013 whereby the Company ~~warrants~~received ~~upon~~$163,501 ~~the~~from ~~exercise~~Axama ofConsult ~~the~~AG ~~warrants~~as a participation fee. The Company subsequently cancelled the joint venture agreement and Asrecorded ofthe proceeds ~~December~~from ~~31,~~the ~~2012,~~participation fee noas ~~warrants~~deferred ~~have~~income ~~been~~pending ~~exercised~~an agreed settlement. The discussions in respect of such are ongoing.

AsNOTE of13 ~~December~~– ~~31,~~Equity ~~2012, $1,500,000~~Compensation of convertible notes have come due. The Company is in discussions with the holders of such notes to extend the maturity date of their notes for an additional two years. The Company has not received any indication that any holder is looking to satisfy the amount due through collection of assets securing the Company’s obligations under the notes. The remaining $500,000 of notes are due in 2014.Plans

~~NOTE~~In 82009, 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- ~~Debt~~by-case ~~Issuance~~basis ~~Costs~~by the Board of Directors.

~~Debt~~At ~~issuance~~December ~~costs~~31, ~~(i.e.~~2014, ~~placement~~there ~~agent~~were ~~costs)~~4,200,000 additional ~~are~~shares ~~capitalized~~available ~~when~~for the ~~expense~~Company isto ~~incurred~~grant ~~and~~under ~~are~~the ~~amortized equally over a 24 month period~~Plan. InThe ~~connection~~grant-date ~~with~~fair ~~the~~value ~~issuance~~ of ~~convertible~~each ~~debt~~option onaward ~~February~~is ~~24,~~estimated on ~~2010,~~ the ~~Company~~date ~~paid~~of ~~its~~grant ~~placement~~using ~~agent fees through~~ the ~~issuance~~Black-Scholes-Merton ofoption-pricing ~~1,117,000 stock warrants and cash of $403,500~~model.

F-12

OnStock ~~February~~option ~~24,~~activity ~~2010,~~during the ~~Company~~periods ~~determined~~indicated ~~the~~is ~~fair~~as ~~value of these warrants to be $1,213,062. The fair value was determined by using the Black-Scholes-Merton option-pricing model based on the following assumptions~~follows:

Number of Warrants	% of Warrants Issued	Initial Vesting Date
		Number of Shares		Weighted average exercise price		Weighted average remaining contractual term		Average intrinsic value
1,117,000	100%	February 24, 2010
Balance at December 31, 2012			5,500,000	$	0.10		9.5	$	-
	Dividend Yield	0.00%
Granted			-	$	-		-	$	-
	Expected Volatility	270.21%
Forfeited			-		-		-		-
	Risk-Free Interest Rate	2.69%
Exercised			-	$	-		-	$	-
	Contractual term	5 years
Expired			-		-		-		-
	Estimated term	1.875 years
Balance at December 31, 2013			5,500,000	$	0.10		8.5	$	-
	Stock Price at Date of Grant	$1.25
Granted			-		-		-		-
	Exercise Price	$1.00
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	$	-

~~Debt~~The ~~issuance~~weighted ~~costs~~average asfair value of the options granted at December 31, ~~2012~~2014 and ~~2011~~December ~~were~~31, as2013 ~~follows:~~was $0.01and $0.01, respectively. During 2014 and 2013, no options were exercised.

	2012			2011
Debt Issuance Cost	$	134,713		$	1,695,362
Accumulated amortization		(134,713	)		(1,560,649	)
Debt Issuance, end of period		-			134,713

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

~~Debt~~NOTE ~~issuance~~14 ~~expense~~– ~~for~~Subsequent ~~the years ended December 31, 2012 and 2011 was $134,713 and $846,039 respectively. These debt issuance costs have now been fully amortized.~~Events

~~NOTE~~During 9the ~~- Capital~~first ~~Stock~~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.

~~Preferred~~During ~~Stock~~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.

~~The~~During ~~Company~~2015, ~~has~~the ~~authorized~~Company 10sold $55,000~~,000~~ ~~shares~~ of ~~preferred~~convertible promissory ~~stock,~~notes ~~par~~to ~~value~~five $0non-affiliated individuals.~~0001~~ The notes bear interest at the rate of 5% per ~~share~~annum, ~~none~~mature ofon ~~which~~October 31, 2016 and are ~~issued~~convertible ~~and~~at ~~outstanding~~the asoption of ~~December~~the ~~31,~~holders ~~2012~~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.

~~The Company has authorized 200,000,000 shares of common stock, par value $0.0001 per share, of which 101,469,293 shares were issued and outstanding as of December 31, 2012.~~F-13

NOTE 10 – 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, 2012 are as follows:

	2012
	SWISSINSO SA			HOLDING			CONSOLIDATED
Accumulated net operating loss	$	5,054,144			(8,380,907	)		(3,326,763	)
Effective income tax rate		7.8	%		34	%		74	%
		394,223			(2,849,508	)		(2,467,460	)
Less valuation allowance		(394,223	)		2,849,508			2,467,460
Net deferred tax asset	$	-		$	-		$	-

Through December 31, 2012, a valuation allowance has been recorded to offset the deferred tax assets, including those related to the net operating losses. At December 31, 2012, the Company had approximately $14.7 million of net accumulated operating losses. The net operating loss carry forwards, if not utilized, will begin to expire in 2026.

F-13

Reconciliations of the U.S. federal statutory rate to the actual tax rate for the years ended December 31, 2012 and 2011 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	40.0	%
	74.0	%
Increase in valuation allowance	(74.0)	%
Effective tax rate	0.0	%

NOTE 11 - Related Party Transactions

The Company is indebted to InsOglass Holding SA, a business organization controlled by the Company’s Chief Executive Officer (“InsOglass”) for $752,260 of loans made by such entity to the Company during 2011 and 2012 to meet the working capital needs of the Company and its subsidiary.

On June 1, 2012, the Company entered into a Loan Agreement with InsOglass, pursuant to which such entity agreed to make loans of up to $1,000,000 to the Company, including the loans made through December 31, 2012. Such loans are interest-free, matured on April 1, 2013, 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 $0.10 per share.

The Company is indebted to Salim Shaikh Ismail, the holder of 10,085,300 shares of the Company’s Common Stock, or 7.14%, for $400,000 of loans made by him to the Company during 2012 to meet the working capital needs of the Company and its subsidiary. An additional $1,000,000 of loans made by such individual during 2011 and 2012, together with a $1,000,000 convertible note held by such individual (and accrued interest thereon), were converted in August 2012 into the 10,085,300 shares of the Company’s Common Stock currently held by such individual.

NOTE 12 – Lease

SwissINSO rents office space pursuant to a monthly property rental agreement with Fondation Scientifique EPFL Lausanne, Switzerland that can be renewed monthly. The monthly office rental payment to EPFL (excluding TVA) is $2,413. The rental cost for the period ended December 31, 2012 totaled $28,956.

NOTE 13 - Concentrations of Risks

Cash Balances

The Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation (FDIC). Up to December 31, 2012 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.

F-14

NOTE 14 - Commitments

Under an agreement for the acquisition of industrial technology, the Company through its subsidiary was committed at December 31, 2012 as follows:

- Payments for acquisition of technology over a 4 year period $ 150,034

During the year ended December 31, 2012, the Company’s subsidiary made payments aggregating CHF 160,000 ($170,630) as required under the agreement.

NOTE 15 – Recent Accounting Pronouncements

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

NOTE 16 – 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.

On June 1, 2012, the Company granted non-qualified options to purchase an aggregate of 5,800,000 shares of its common stock to its Chief Executive Officer, its Chief Financial Officer, one employee and one outside consultant at an exercise price of $0.10 per share.

At September 30, 2012, 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. The weighted average assumptions for the grants issued to December 31, 2012 are provided in the following table.

The Company uses company specific historical data to estimate the expected term of the option, such as employee option exercise and employee post-vesting departure behavior. Separate groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. Since the Company’s shares are not publicly traded and its shares are rarely traded privately, expected volatility is estimated based on the average historical volatility of similar entities with publicly traded shares. The risk-free rate for the expected term of the option is based on the U.S. Treasury yield curve at the date of grant.

Valuation Assumptions		December 31, 2012
Expected Dividend Yield		0.00%
Expected Volatility		369.51%
Expected Term (Years)		10
Risk-free Interest Rate		1.47%

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, 2011	$	-	$	-	$	-	$	-
Granted		5,800,000	$	0.10		10
Forfeited		-		-		-		-
Exercised		300,000	$	0.10		-		-
Expired		-		-		-		-
Balance at December 31, 2012		5,500,000	$	0.10		10	$	-
Exercisable at December 31, 2012		5,500,000	$	0.10		10	$	-

The weighted average fair value of the options granted at December 31, 2012 and December 31, 2011 was $0.04 and $-0-, respectively. As of December 31, 2012, 300,000 options have been exercised.

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

NOTE 17 – Subsequent Events

During the first quarter of 2013, the Company and InsOglass amended the Loan Agreement to increase the maximum amount of loans to be made thereunder from $1,000,000 to $1,500,000 and decreased the conversion rate of such loans into common stock of the Company from $0.10 per share to $0.035 per share.

During the first quarter of 2013, the Company’s subsidiary borrowed approximately $335,601 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 2013, InsOglass converted loans aggregating $1,087,861 made under the Loan Agreement into 31,081,742 shares of the Company’s common stock, and the Company issued to SICG S.A. 1,714,286 shares of its common stock valued at $60,000 in consideration for services rendered by its principal, Clive D. Harbutt, to the Company and its subsidiary as Chief Financial Officer.

During the first quarter of 2013, the Company’s subsidiary made payments aggregating CHF 46,296 ($49,777) to EPFL against the past due balance under the agreement between SwissINSO and EPFL for the acquisition of technology.

F-15

Filing Compare · SWISSINSO HOLDING INC.