UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

[Missing Graphic Reference]

FORM 10-Q

~~[Missing~~ QUARTERLY ~~Graphic~~REPORT ~~Reference]~~UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~x QUARTERLY~~For ~~REPORT~~the ~~UNDER~~quarterly ~~SECTION~~period 13ended December OR31, ~~15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~2013

~~For~~ TRANSITION ~~the~~REPORT ~~quarterly~~UNDER ~~period~~SECTION ~~ended June~~13 ~~30,~~OR ~~2013~~15(d) OF THE EXCHANGE ACT OF 1934

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

For the transition period from ______ to _______

Commission File Number ~~333~~000-~~170096~~55137

SOLO INTERNATIONAL, INC.
(Name of small business issuer in its charter)
Nevada		68-0680819
(State of incorporation)		(I.R.S. Employer Identification No.)
871 Coronado Center Drive Suite 200, Henderson, NV 89052
(Address of principal executive offices)
(702) 330-3285
(Registrant’s telephone number)

SOLO INTERNATIONAL, INC.

(Name of small business issuer in its charter)

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

871 Coronado Center Drive Suite 200, Henderson, NV 89052

(Address of principal executive offices)

(702) 330-3285

(Registrant’s telephone number)

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

Yes [X]

No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [X]

No [ ]

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

Large Accelerated Filer [ ] Accelerated Filer [ ] Non-Accelerated Filer [ ] Smaller Reporting Company [ X ]

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

Yes [ ] No [ X ]

As of ~~August~~February 1413, ~~2013~~2014, there were 288,200,000 shares of the registrant’s $0.001 par value common stock issued and outstanding.

SOLO INTERNATIONAL, INC. *

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION		Page
PART I. FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS	3
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	45
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	7
ITEM 4.	CONTROLS AND PROCEDURES	7
PART II. OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	8
ITEM 1A.	RISK FACTORS	8
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	8
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	8
ITEM 4.	MINE SAFETY DISCLOSURES	8
ITEM 5.	OTHER INFORMATION	98
ITEM 6.	EXHIBITS	9
	SIGNATURE	10
	SIGNATURES	10

Special Note Regarding Forward-Looking Statements

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

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

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SOLO INTERNATIONAL, INC.

(An Exploration Stage Company)

Consolidated Financial Statements

(Expressed in US dollars)

~~June~~December 3031, 2013

Financial Statement Index

Financial Statement Index		Page

Consolidated Balance Sheets (unaudited)		F-1

Consolidated Statements of Operations (unaudited)		F-2

Consolidated Statements of Changes in Stockholder's Deficiency (unaudited)		F-3

Consolidated Statements of Cash Flows (unaudited)		F-4

Notes to the Consolidated Financial Statements (unaudited)		F-5 to F-12

	Pages
Consolidated Balance Sheets (unaudited)	F-1
Consolidated Statements of Operations (unaudited)	F-2
Consolidated Statements of Changes in Stockholders' Deficiency	F-3
Consolidated Statements of Cash Flows (unaudited)	F-4
Notes to the Consolidated Financial Statements (unaudited)	F-5 to F-13

SOLO INTERNATIONAL, INC.

(An Exploration Stage Company)

CONSOLIDATED BALANCE SHEETS

	June 30, 2013 (unaudited)			September 30, 2012 (audited)
	December 31, 2013 (unaudited)			September 30, 2013 (audited)
ASSETS
Current
Cash	$	~~3,323~~586		$	~~44,561~~-
Prepaid expense		21,~~021~~094			41,~~593~~097
Total Current Assets		51,~~344~~680			491,~~154~~097
Total Assets	$	51,~~344~~680		$	491,~~154~~097
LIABILTIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)
Current liabilities
Accounts payable and accrued liabilities	$	63130,~~921~~806		$	29113,~~592~~006
Accounts payable and accrued liabilities, related party		500			2,500
Advances from related parties		6,417			6,417
Convertible promissory notes, net (Note 5)		~~486~~522,~~206~~924			~~321~~503,~~421~~670
Total Current Liabilities		556,544			357,430
Derivative liabilities		35,500			-
Total Current Liabilities		696,147			625,593
STOCKHOLDERS’ EQUITY (DEFICIENCY)
Common stock: 900,000,000 shares authorized, at $0.001 par value 288,200,000 shares issued and outstanding as at June 30, 2013 and September 30, 2012		288,200			288,200
Common stock: 900,000,000 shares authorized, at $0.001 par value 288,200,000 shares issued and outstanding as at December 31, 2013 and September 30, 2013		288,200			288,200
Capital in excess of par value		48,157			848,~~351~~157
Deficit accumulated during the exploration stage		(~~887~~1,~~557~~030,824	)		(~~604~~960,~~827~~853	)
Total Stockholders’ Equity (Deficiency)		(~~551~~694,~~200~~467	)		(~~308~~624,~~276~~496	)
Total Liabilities and Stockholders’ Equity (Deficiency)	$	51,~~344~~680		$	491,~~154~~097

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

F-1

SOLO INTERNATIONAL, INC.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

For the three month ~~and nine month~~ periods ended ~~June~~December 3031, 2013 and 2012

and for the period from

April 30, 2010 (date of inception) to ~~June~~December 3031, 2013

(Unaudited)

	Three months ended June 30,						Nine months ended June 30,						April 30, 2010 (date of inception) to June 30,
	Three months ended December 31,						April 30, 2010 (date of inception) to December 31,
	2013			2012			2013			~~2012~~			~~2013~~
REVENUE	$	-		$	-		$	-		$	-		$	-
EXPENSES
Exploration expense		3,877			-			17,630			-			35,445
Exploration expenses		-			13,753			35,445
Professional fees		619,~~109~~222			814,~~796~~722			40160,~~090~~870			~~54,236~~			~~116,422~~
Management fees		711,~~500~~000			7,500			2273,500			~~22,500~~			~~52,500~~
Impairment on mineral claims		-			~~20,000~~-			-225,000			~~225,000~~			~~225,000~~
Other general and administrative expenses		108,~~423~~939			1424,~~138~~755			57146,~~570~~914			~~51,207~~			~~130,477~~
OPERATING LOSS		(2739,~~909~~161	)		(5060,~~434~~730	)		(~~137~~641,~~790~~729	)		~~(352,943~~	)		~~(559,844~~	)
OTHER INCOME (EXPENSES)
Interest expenses		(2530,~~489~~810	)		(5868,~~997~~826	)		(~~144~~389,~~940~~095	)		~~(116,207~~	)		~~(327,713~~	)
NET LOSS	$	(5369,~~398~~971	)	$	(~~109~~129,~~431~~556	)		(~~282~~1,~~730~~030,824	)		~~(469,150~~	)		~~(887,557~~	)
Basic and diluted loss per share	$	(0.00	)*	$	(0.00	)*	$	~~(0.00~~	)*	$	~~(0.00~~	)*
Weighted average number of shares outstanding, basic and diluted		288,200,000			~~290~~288,~~314~~200,~~286~~000			~~288,200,000~~			~~355,556,934~~

*	Less than $0.01 per share

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

F-2

SOLO INTERNATIONAL, INC,

(An Exploration Stage Company)

STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIENCY

For the Period from April 30, 2010 (date of inception) to ~~June~~December 3031, 2013

										Accumulated
										Deficit
							Capital in			During the
	Common Stock						Excess of			development
	Shares			Amount			Par value			Stage			Total
Balance April 30, 2010		-		$	-		$	-		$	-		$	-
Issuance of common shares for cash		300,000,000			300,000			(297,000	)		-			3,000
Issuance of common shares for cash		72,000,000			72,000			(57,600	)		-			14,400
Issuance of common shares for cash		16,000,000			16,000			(11,200	)		-			4,800
Net loss for the period		-			-			-			(714	)		(714	)
Balance, September 30, 2010		388,000,000			388,000			(365,800	)		(714	)		21,486
Net loss for the year ended September 30, 2011		-			-			-			(25,360	)		(25,360	)
Balance, September 30, 2011		388,000,000			388,000			(365,800	)		(26,074	)		(3,874	)
Beneficial conversion features		-			-			197,176			-			197,176
Valuation of warrants		-			-			57,175			-			57,175
Shares returned		(100,000,000	)		(100,000	)		100,000			-			-
Issuance of common shares for property		200,000			200			19,800			-			20,000
Net loss for the year ended September 30, 2012		-			-			-			(578,753	)		(578,753	)
Balance, September 30, 2012		288,200,000			288,200			8,351			(604,827	)		(308,276	)
Beneficial conversion features		-			-			35,736			-			35,736
Valuation of warrants		-			-			4,070			-			4,070
Net loss for the period ended June 30, 2013		-			-			-			(282,730	)		(282,730	)
Net loss for the year ended September 30, 2013		-			-			-			(356,026	)		(356,026	)
Balance, June 30, 2013		288,200,000		$	288,200		$	48,157			(887,557	)		(551,200	)
Balance, September 30, 2013		288,200,000			288,200			48,157			(960,853)	)		(624,496)	)
Net loss for the period ended December 31, 2013		-			-			-			(69,971)			(69,971)
Balance, December 31, 2013		288,200,000		$	288,200		$	48,157		$	(1,030,824	)	$	(694,467	)

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

F-3

SOLO INTERNATIONAL, INC,

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the ~~nine~~three month periods ended ~~June~~December 3031, 2013 and 2012

and for the period from

April 30, 2010 (date of inception) to ~~June~~December 3031, 2013

(Unaudited)

	Ninemonths ended June 30, 2013			Ninemonths ended June 30, 2012			From inception (April30, 2010) to June 30, 2013
	Three months ended December 31, 2013			Three months ended December 31, 2012			From inception (April 30, 2010) to December 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(~~282~~69,~~730~~971	)	$	(~~469~~129,~~150~~556	)	$	(~~887~~1,~~557~~030,824	)
Interest expense-Amortization on discount of convertible promissory notes		109,590			99,094			265,362
Impairment on mineral claims		-			225,000			225,000
Adjustment to reconcile net loss to net cash (used in) operating activities:
(Increase) decrease in prepaid expense		2,572			(9,251	)		(2,021	)
Interest expense-Amortization on discount of convertible promissory notes		17,254			57,669			300,081
Increase (decrease) in accounts payable and accrued liabilities		34,330			19,174			63,922
Impairment on mineral claims		-			-			225,000
Net cash provided by (used) in operating activities		(136,238	)		(135,133	)		(335,294	)
Changes in operating assets and liabilities:
(Increase) decrease in prepaid expense		3			(2,927	)		(1,094	)
Increase (decrease) in accounts payable and accrued liabilities		15,800			23,365			131,306
Net cash provided by (used) in operating activities		(36,914	)		(51,449	)		(375,531	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase mineral claims		-			~~(205,000~~-	)		(205,000	)
Net cash used in investing activities		-			~~(205,000~~-	)		(205,000	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from related party		-			~~1,778~~-			6,417
Proceeds from convertible notes payable		9537,~~000~~500			~~385~~30,000			~~515~~552,~~000~~500
Proceeds from issuance of common stock		-			-			22,200
Net cash provided by financing activities		9537,~~000~~500			~~386~~30,~~778~~000			~~543~~581,~~617~~117
Increase (decrease) in cash during the period		~~(41,238~~586	)		46(21,~~645~~449	)		~~3,323~~586
Cash, beginning of period		~~44,561~~-			3244,561			-
Cash, end of period	$	~~3,323~~586		$	4623,~~677~~112		$	~~3,323~~586
Supplement cash flow information:
Cash paid for:
Interest	$	-		$	-		$	-
Taxes	$	-		$	-		$	-
Non-cash transactions:
Shares issued for acquisition of mineral property	$	-		$	~~20,000~~-		$	20,000

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

F-4

SOLO INTERNATIONAL, INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~December 3031, 2013

(Unaudited)

1. ORGANIZATION

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

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

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

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

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

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

Since Inception (April 30, 2010) through ~~June~~December 3031, 2013, the Company has not generated any revenue and has an accumulated deficit of $~~887~~1,~~557~~030,824.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Statements

The accompanying interim unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Consolidated operating results for the three ~~and~~month ~~nineperiod~~period ended ~~June~~December 3031, 2013 are not necessarily indicative of the results that may be expected for the year ending September 30, ~~2013~~2014. For further information, refer to the consolidated financial statements and footnotes thereto included in our Form 10-K Report for the fiscal year ended September 30, ~~2012~~2013 filed with the Securities and Exchange Commission on December 3130, ~~2012~~2013.

F-5

SOLO INTERNATIONAL, INC,.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~December 3031, 2013

(Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ~~- Continued~~(continued)

Basis of Presentation

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

Going Concern

The consolidated financial statements have been prepared on a going concern basis that assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $~~887~~1,~~557~~030,824 as of ~~June~~December 3031, 2013 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and/or private placement of common stock. These financials do not include any adjustments relating to the recoverability and reclassification of recorded asset amounts, or amounts and classifications of liabilities that might result from this uncertainty.

Cash and Cash equivalents

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

Use of Estimates and Assumptions

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

Foreign Currency Translation

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

Fair Value of Financial Instruments

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

Income Taxes

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

F-6

SOLO INTERNATIONAL, INC,.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~December 3031, 2013

(Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ~~- Continued~~(continued)

Income Taxes

Basic and Diluted Loss Per Share

~~The~~Basic ~~Company computes~~ loss per share inincludes ~~accordance~~no ~~with~~dilution ~~“ASC-260”, “Earnings per Share” which requires presentation of both basic~~ and ~~diluted earnings per share on the face of the statement of operations. Basic loss per share~~ is computed by dividing ~~net~~ loss available to common ~~shareholders~~stockholders by the weighted average number of ~~outstanding~~ common shares ~~during~~outstanding for the period. Diluted earnings (loss) per share ~~gives~~is ~~effect~~computed toby ~~all~~dividing ~~dilutive~~net ~~potential~~income ~~common~~(loss) ~~shares~~by ~~outstanding during~~ the ~~period.~~weighted ~~Dilutive~~average ~~loss~~number ~~per~~of ~~share~~shares ~~excludes~~of ~~all~~common ~~potential~~stock, common ~~shares~~stock ifequivalents ~~their~~and ~~effect~~potentially ~~is anti-~~dilutive. ~~Diluted loss per share is the same as basic loss per share, because the effects of the additional~~ securities, aoutstanding ~~result~~during of the ~~net loss would be anti-dilutive~~period.

The Company had the following potential common stock equivalents at December 31, 2013:

Warrants

12,000,000

Since the Company reflected a net loss in fiscal years 2013 and 2012, respectively, the effect of considering any common stock equivalents, if outstanding, would have been anti-dilutive. A separate computation of diluted earnings (loss) per share is not presented.

Stock-based Compensation

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

Mineral Property Costs

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

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

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

Impairment of Mineral Properties

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

F-7

SOLO INTERNATIONAL, INC,.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~December 3031, 2013

(Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ~~- Continued~~(continued)

Impairment of Mineral Properties

Beneficial Conversion Feature

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

Fair value of financial instruments

The Financial Accounting Standards Board issued ASC (Accounting Standards Codification) 820-10 (SFAS No. 157), “Fair Value Measurements and Disclosures" for financial assets and liabilities. ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:

·	Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

·	Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

F-8

SOLO INTERNATIONAL, INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

(Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Fair value of financial instruments (continued)

The following are the major categories of liabilities measured at fair value on a recurring basis as of December 31, 2013 and September 30, 2013, using quoted prices in active markets for identical liabilities (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3):

			December 31, 2013				September 30, 2013
Derivative liabilities	Level 3		$	35,500			$	-

Derivative Liabilities

Fair value accounting requires bifurcation of embedded derivative instruments, such as ratchet provisions or conversion features in convertible debt or equity instruments, and measurement of their fair value. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments.

Once derivative liabilities are determined, they are adjusted to reflect fair value at the end of each reporting period. Any increase or decrease in the fair value is recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black-Scholes option-pricing model.

3. MINERAL PROPERTY

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

Cash Payments:

The Company iswas required to pay the cash payments to Optionor, all of which have been paid as of ~~June~~December 3031, 2013, in the following amounts and by the dates described below:

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

i.	$50,000 within 2 business days of the execution of the Option Agreement
ii.	$70,000 within 30 days following the First Option Payment
iii.	$70,000 within 30 days following the Second Option Payment
iv.	$15,000 within 30 days following the Third Option Payment

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

F-9

~~Expenditures:~~SOLO INTERNATIONAL, INC.

During the nine month period ended June 30, 2013, the Company expended a total of $17,630 for exploration expenses.

Stock Issuances:

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

F-8

SOLO INTERNATIONAL, INC,

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 30, 2013

(Unaudited)

3. MINERAL PROPERTY – (continued)

Expenditures:

During the three months ended December 31, 2013 and December 31, 2012, the Company expended $0 and $13,753 on exploration respectively.

Stock Issuances:

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

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

4. COMMON STOCK

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

As of ~~June~~December 3031, 2013, 288,200,000 common stock shares were issued and outstanding.

5. CONVERTIBLE PROMISSORY NOTE, NET and DERIVATIVE LIABILITIES

(i)	Craigstone Ltd. (“Craigstone”)

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

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

~~F-9~~SOLO INTERNATIONAL, INC.

SOLO INTERNATIONAL, INC,

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~December 3031, 2013

(Unaudited)

5. CONVERTIBLE PROMISSORY NOTE, NET -and DERIVATIVE LIABILITIES (continued)

During the current nine month period ended June 30, 2013, the Company entered into three additional Securities Purchase Agreements with Craigstone. pursuant to which the Company received a total of $45,000 as loans in exchange for which each agreement receivedone (1i) ~~Unit~~Craigstone ~~consisting~~Ltd. ~~of a Convertible Promissory Note convertible to common stock in whole or in part, at any time and from time to time before maturity at the option of the holder at seventy-five percent~~ (~~75%) of the average traded price of the common stock for the thirty (30) trading days immediately preceding the conversion date; and collectively received a three (3) year Warrant (the~~ “~~Warrant~~Craigstone”) ~~to purchase one hundredtwelve thousand five hundred~~ (~~112,500~~continued) shares of the Company’s Common Stock exercisable at the lower of : (i) a price of $0.20 per share or (ii) seventy-five percent (75%) of the average traded price of common stock for the thirty (30) trading days immediately preceding the exercise date.The Notes earn simple interest accruing at ten percent (10%) per annum and is due on or before the twelfth month anniversary of the date of execution.

~~The~~During ~~beneficial~~the ~~conversion~~fiscal ~~feature~~year ~~resulting~~ended ~~from~~September 30, 2012, the ~~discounted~~Company ~~conversion~~entered ~~price~~into ~~compared~~additional toSecurities ~~market~~Purchase ~~price~~Agreements ~~was~~with ~~valued~~Craigstone onpursuant to which the ~~date~~Company received collectively $320,000 as loans whereby each funding received one (1) Unit consisting of: ~~grant~~a Convertible Promissory Note convertible to becommon ~~$215,439~~stock onin ~~the~~whole ~~notes~~or in part, at any time and ~~$60,439~~from ontime to time before maturity at the ~~warrants.~~option ~~This~~of ~~value~~the ~~was~~holder ~~recorded~~at asseventy-five apercent ~~discount~~(75%) onof ~~debt~~the average traded price of the common stock for the thirty (30) trading days immediately preceding the conversion date; and ~~offset~~a tothree ~~additional~~(3) ~~paid~~year inWarrant ~~capital~~(the “Warrant”). Collectively ~~Amortization~~under of the ~~discount~~Securities Purchase Agreements, Craigstone was ~~respectively~~granted ~~$8,467~~the ~~(2012~~rights -to ~~$50~~purchase seven hundred twelve thousand five hundred (712,~~227~~500) ~~and~~shares of the Company’s Common Stock exercisable at the lower of : (i) a price of $~~102,729~~0.20 per share or (~~2012~~ii) seventy-five ~~$99,094~~percent (75%) of the average traded price of common stock for the ~~three~~thirty (30) trading days immediately preceding the exercise date. The Notes earn simple interest accruing at ten percent (10%) per annum and ~~nine~~were ~~months~~due ~~ended~~on ~~June~~or ~~30,~~before ~~2013,~~the ~~which~~twelfth ~~amount~~month ~~has~~anniversary ~~been~~of ~~recorded~~the date of execution. The due dates were extended as ~~interest~~described ~~expense~~further herein.

		June 30, 2013	September 30, 2012		Issue Date
Convertible Promissory Note – face value, due on November 4, 2012	$	100,000	$	100,000	$	100,000
Convertible Promissory Note – face value, due on January 4, 2013		115,000		115,000		115,000
Convertible Promissory Note – face value, due on February 3, 2013		85,000		85,000		85,000
Convertible Promissory Note – face value, due on March 8, 2013		35,000		35,000		35,000
Convertible Promissory Note – face value, due on May 11, 2013		25,000		25,000		25,000
Convertible Promissory Note – face value, due on June 19, 2013		25,000		25,000		25,000
Convertible Promissory Note – face value, due on September 11, 2013		35,000		35,000		35,000
Convertible Promissory Note – face value, due on October 19, 2013		15,000				15,000
Convertible Promissory Note – face value, due on October 26, 2013		15,000				15,000
Convertible Promissory Note – face value, due on May 30, 2014		15,000				15,000
Total convertible promissory note – face value		465,000		420,000		465,000
Less: beneficial conversion feature		(13,711)		(74,290)		(215,439)
Warrant discount		(3,665)		(24,289)		(60,439)
	$	447,624	$	321,421	$	189,122

During the fiscal year ended September 30, 2013, the Company entered into three additional Securities Purchase Agreements with Craigstone pursuant to which the Company received a total of $45,000 as loans in exchange for which each funding received one (1) Unit consisting of a Convertible Promissory Note convertible to common stock in whole or in part, at any time and from time to time before maturity at the option of the holder at seventy-five percent (75%) of the average traded price of the common stock for the thirty (30) trading days immediately preceding the conversion date; and collectively received a three (3) year Warrant (the “Warrant”) to purchase one hundred twelve thousand five hundred (112,500) shares of the Company’s Common Stock exercisable at the lower of: (i) a price of $0.20 per share or (ii) seventy-five percent (75%) of the average traded price of common stock for the thirty (30) trading days immediately preceding the exercise date. The Notes earn simple interest accruing at ten percent (10%) per annum and is due on or before the twelfth month anniversary of the date of execution.

~~Interest~~The ~~expenses:~~beneficial conversion feature resulting from the discounted conversion price compared to market price was valued on the dates of grant to be $215,439 on the notes, and $60,439 on the warrants. This value was recorded as a discount on debt and offset to additional paid in capital. Amortization of the discount was $2,335 for the three months ended December 31, 2013 (December 31, 2012 - $57,669), which amount has been recorded as interest expense.

	For the three month period								For the nine month period
		December 31, 2013				September 30, 2013				Issue Date
	June 30, 2013				June 30, 2012				June 30, 2013				June 30, 2012
Convertible Promissory Note – face value, due on March 31, 2015		$	100,000			$	100,000			$	100,000
Amortization of debt discount		$	8,467			$	50,227			$	102,729			$	99,094
Convertible Promissory Note – face value, due on November 4, 2014			115,000				115,000				115,000
Interest at contractual rate			11,219				8,770				33,473				17,113
Convertible Promissory Note – face value, due on March 31, 2015			85,000				85,000				85,000
Totals		$	19,686			$	58,997			$	136,202			$	116,207
Convertible Promissory Note – face value, due on March 31, 2015			35,000				35,000				35,000
Convertible Promissory Note – face value, due on May 11, 2014			25,000				25,000				25,000
Convertible Promissory Note – face value, due on June 19, 2014			25,000				25,000				25,000
Convertible Promissory Note – face value, due on March 31, 2015			35,000				35,000				35,000
Convertible Promissory Note – face value, due on March 31, 2015			15,000				15,000				15,000
Convertible Promissory Note – face value, due on March 31, 2015			15,000				15,000				15,000
Convertible Promissory Note – face value, due on May 30, 2014			15,000				15,000				15,000
Total convertible promissory note – face value			465,000				465,000				465,000
Less: beneficial conversion feature			(2,119	)			(4,225	)			(215,439	)
Warrant discount			(65	)			(294	)			(60,439	)
		$	462,816			$	460,480			$	189,122

F-1011

SOLO INTERNATIONAL, INC,.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~December 3031, 2013

(Unaudited)

5. CONVERTIBLE PROMISSORY NOTE, NET -and DERIVATIVE LIABILITIES (continued)

Interest expenses:

	For the three month period
	December 31, 2013		December 31, 2012
Amortization of debt discount	$	2,335		$	57,669
Interest at contractual rate		11,720			11,157
Totals	$	14,055		$	68,826

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

On May 31, 2013, ~~Craigstoneagreed~~Craigstone agreed to extend the maturity dates of certain notes due and payable on March 8, 2013, May 11, 2013 and June 19, 2013 to March 8, 2014, May 11, 2014 and June 19, 2014. On February 6, 2014 the Craigstone agreed to extend the maturity dates of certain notes due and payable on September 11, 2013, October 19, 2013, October 26, 2013, November 4, 2013, February 3, 2014 and March 8, 2014 to March 31, 2015.

(ii)	Adams Ale Inc.

~~EffectiveFebruary~~Effective February 15, 2013, the Company entered into a Securities Purchase Agreement with Adams Ale Inc. (“Adams”) pursuant to which Adams agreed to undertake a private placement in the amount of $100,000. On May 1, 2013, Adams had not fully funded the private placement, having funded an amount of $50,000 and agreed to convert to a Convertible Promissory Note on the same commercial terms as the Craigstone notes discussed above. The Company agreed to enter into a Securities Purchase Agreement with Adams for the funded amount of $50,000 in exchange for one (1) Unit consisting of: a Convertible Promissory Note convertible to common stock in whole or in part, at any time and from time to time before maturity at the option of the holder at seventy-five percent (75%) of the average traded price of the common stock for the thirty (30) trading days immediately preceding the conversion date; and a three (3) year Warrant (the “Warrant”) to purchase one hundred twenty-five thousand (125,000) shares of the Company’s Common Stock exercisable at the lower of : (i) a price of $0.20 per share or (ii) seventy-five percent (75%) of the average traded price of common stock for the thirty (30) trading days immediately preceding the exercise date. The Note earns simple interest accruing at ten percent (10%) per annum and is due on or before the twelfth month anniversary of the date of execution.

The beneficial conversion feature resulting from the discounted conversion price compared to market price was valued on the date of grant to be $17,473 on the note, and $806 on the warrants. This value was recorded as a discount on debt and offset to additional paid in capital. Amortization of the discount ~~was~~for ~~respectively~~the ~~$4,557~~three ~~(2012~~months -ended ~~$nil)~~December ~~and~~31, 2013 was$64,~~862~~608 (December 31, 2012 - $nil) ~~for the three and nine months ended June 30~~, ~~2013,~~ which amount has been recorded as interest expense.

	June 30, 2013			Issue Date
	December 31, 2013			September 30, 2013			Issue Date
Convertible Promissory Note – face value, due on February 15, 2014	$	50,000		$	50,000		$	50,000
Total convertible promissory note – face value		50,000			50,000			50,000
Less: beneficial conversion feature		(102,~~914~~106	)		(176,~~473~~511	)		(17,473	)
Warrant discount		(~~503~~97	)		(~~806~~300	)		(806	)
	$	38,582		$	31,721
		47,797			43,189			31,721

F-12

SOLO INTERNATIONAL, INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

(Unaudited)

5. CONVERTIBLE PROMISSORY NOTE, NET and DERIVATIVE LIABILITIES (continued)

Interest expenses:

For the three month period

~~For the nine month period~~

June 30, 2013

June 30, 2012

June 30, 2013

June 30, 2012

December 31, 2013

December 31, 2012

Amortization of debt discount

4,~~557~~608

~~6,862~~

Interest at contractual rate

1,~~247~~260

~~1,877~~

Totals

5,~~804~~868

~~8,739~~

~~F-11~~(iii) Asher Enterprises, Inc.

~~SOLO~~On ~~INTERNATIONAL~~October 22, ~~INC~~2013, we raised $37,500, through a private offering of a convertible promissory note. Under the terms of the Note, interest shall accrue at 8% per annum until June 20, 2014 (the “Maturity Date”), at which time, unless converted, all principal and accrued interest shall be due and payable. Any amount of principal or interest on the Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”). Interest shall commence accruing on the date that the Note is fully paid and shall be computed on the basis of a 365-day year and the actual number of days elapsed. The holder shall have the right from time to time, and at any time during the period beginning on the date which is 180 days following the date of the note (dated September 18, 2013) to convert the Note, in whole or in part, into full paid and non-assessable shares of Common Stock. The conversion price (the “Conversion Price”) shall equal the Variable Conversion Price which shall mean shall mean 55% multiplied by the Market Price (as defined herein) (representing a discount rate of 45%) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). “Market Price” means the average of the lowest three (3) Trading Prices (as defined below) for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the closing bid price on the Over-the-Counter Bulletin Board, or applicable trading market.

In our evaluation of the financing arrangement, we concluded that the conversion features were not afforded the exemption as a conventional convertible instrument and it did not otherwise meet the conditions set forth in current accounting standards for equity classification. Accordingly, they do not meet the conditions necessary to obtain equity classification and are required to be carried as derivative liabilities.

Since equity classification is not available for the conversion feature, we were required to bifurcate the embedded conversion feature and carry it as a derivative liability, at fair value. Derivative financial instruments are carried initially and subsequently at their fair values.

We estimated the fair value of the compound derivative on the inception dates, and subsequently, using the Black-Scholes Merton valuation technique, adjusted for the effect of dilution, because that technique embodies all of the assumptions (including, volatility, expected terms, and risk free rates) that are necessary to fair value complex compound derivate instruments.

As a result of the application of ASC No. 815 in period ended December 31, 2013and issued date of October 22, 2013; the fair value of the conversion feature is summarized as follows:

F-13

SOLO INTERNATIONAL, INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~December 3031, 2013

(Unaudited)

65. CONVERTIBLE ~~ADVANCE~~PROMISSORY ~~FROM~~NOTE, ~~RELATED~~NET ~~PARTIES~~and DERIVATIVE LIABILITIES (continued)

~~The~~(iii) ~~Company~~Asher ~~entered into a management consulting agreement with the Company’s sole director and officer~~Enterprises, ~~commencing October 1, 2012~~Inc. Under the terms of the agreement, payments of $2,500 a month, are payable on the 1st of each month. During the nine month period ended June 30, 2013, the Company made cash payments of $22,500under the management consulting agreement.(continued)

The Company’s prior Director has loans outstanding with the Company as at June 30, 2013 of $6,417. The amount is due on demand, non-interest bearing and unsecured.

Derivative liabilities, October 22, 2013	$	35,500
Fair value mark to market adjustment		-
Derivative liabilities, December 31, 2013	$	35,500

The Company recorded the debt discount in the amount of $35,500.

The fair value at the commitment and re-measurement dates for the Company’s derivative liabilities were based upon the following management assumptions as of December 31, 2013 and commitment date (October 22, 2013):

	Commitment Date			Re-measurement December 31, 2013
Expected dividends		0	%		0	%
Expected volatility		259.49	%		284.20	%
Expect term	0.66 years			0.47 years
Risk free interest rate		0.04	%		0.10	%

Amortization of the $35,500 discount over the three month period ended December 31, 2013 was $10,311 (December 31, 2012- $nil), which amount has been recorded as interest expense and is reflected on the Company's balance sheet as Convertible Note Liabilities, Net. The unamortized discount of $25,189 will be expensed in future periods.

	December 31, 2013			Issue Date
Convertible Promissory Note – face value, due on June 20, 2014	$	37,500		$	37,500
Total convertible promissory note – face value		37,500			37,500
Less: Debt discount		(25,189	)		(35,500	)
		12,311			2,000

Interest expenses:

	For the three month period
	December 31, 2013			December 31, 2012
Amortization of debt discount		$	10,311		$	-
Interest at contractual rate			576			-
Totals		$	10,887		$	-

F-14

SOLO INTERNATIONAL, INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

(Unaudited)

6. RELATED PARTY TRANSACTIONS

On September 13, 2013, Mr. Michael Jacob Cooper Smith was appointed to the Board of Directors and as an officer of the Company.

On September 30, 2013, the Company entered into a three-year employment agreement with Mr. Michael Jacob Cooper Smith. Under the terms of the agreement, the Company shall pay Mr. Smith a base salary of $30,000 per annum, paid monthly. The amount of base salary may be increased from time to time by the Board of Directors of the Company. Mr. Smith shall be eligible for periodic bonus in amounts to be determined by the Board of Directors.

During the three month period ended December 31, 2013, Mr. Michael Jacob Cooper Smith invoiced the Company for his services in the amount of $7,500. In addition, he received bonus in the amount of $3,500 during the three month period ended December 31, 2013. The Company paid $13,000 in cash, leaving $500 on the balance sheets as accounts payable and accrued liability – related party (September 30, 2013 - $2,500) at December 31, 2013.

7. WARRANTS

An aggregate of 1,200,000 warrants were issued and outstanding as at ~~June~~December 31, 2013 and September 30, 2013 as required under the terms of a series of Securities Purchase Agreements discussed above in Note 5. The warrants are exercisable for a period of three years from the date of issue, exercisable at the lower of : (i) a price of $0.20 per share or (ii) seventy-five percent (75%) of the average traded price of the Company’s common stock for the thirty (30) trading days immediately preceding the exercise date.

The fair value of the 1,200,000 warrants totaling $61,245 was recorded as a discount on the convertible notes payable upon issuance. This value was calculated using the Black-Scholes model. The key inputs for the calculation are shown below:

Stock Price on Measurement Date	$	0.0068 ~ 0.135
Exercise Price of Warrants	$	0.0051 ~ 0.101
Term of Warrants (years)		3.00
Computed Volatility		125.84% ~ 147.91%	%
Annual Dividends		0.00	%
Discount Rate		0.33 ~ 0.49	%

A summary of the Company’s warrants as of ~~June~~December 3031, 2013 and September 30, ~~2012~~2013 as follows:

June 30, 2013 September 30, 2012

	December 31, 2013				September 30, 2013
	Warrants		Weighted average exercise price		Warrants		Weighted average exercise price
Outstanding at the beginning of the period		1,200,000	$	0.060		962,500		$	0.069
Granted		-				237,500			0.024
Exercised		-				-			-
Cancelled		-				-			-
Outstanding at the end of the period		1,200,000	$	0.060		1,200,000		$	0.060
Vested and exercisable at the end of period		1,200,000				1,200,000
Weighted average fair value per share of warrants			$	-				$	0.060

	Warrants		Weighted average exercise price		Warrants		Weighted average exercise price
Outstanding at the beginning of the period		962,500	$	0.069		-		$	-
Granted		237,500		0.024		962,500		$	0.069
Exercised		-				-			-
Cancelled		-				-		$	-
Outstanding at the end of the period		1,200,000	$	0.060		962,500		$	0.069
Vested and exercisable at the end of period		1,200,000				962,500
Weighted average fair value per share of warrants granted during the period			$	0.060				$	0.069

F-15

~~F-12~~SOLO INTERNATIONAL, INC.

SOLO INTERNATIONAL, INC,

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~December 3031, 2013

(Unaudited)

7. WARRANTS (continued)

The following table summarizes information regarding stock purchase warrants outstanding at ~~June~~December 3031, 2013:

		Warrants Outstanding						Warrants Exercisable
Exercise prices		Number Outstanding		Weighted average remaining contractual life (years)		Weighted average exercise price		Number exercisable	Weighted average remaining contractual life (years)	Weighted average exercise price
$	0.00563 to -0.10		1,200,000		1.8030	$	0.060	1,200,000	1.8030	$	0.060

8.As ~~RECLASSIFICATIONS~~ at December 31, 2013, the Company had the following warrants outstanding:

Certain amounts in the prior period’s financial statements have been reclassified to conform to the current year presentation and to break out Adams Ale Funding that had previously been combined with Craigstone Funding (refer to Note 5 above).

Exercise Price		Expiry Date	Weighted Average Remaining Contractual Life (Years)		Outstanding at September 30, 2013		Issued		Exercised		Expired		Outstanding at December 31, 2013
$	0.075	November 4, 2014		0.84		250,000		-		-		-		250,000
$	0.075	November 4, 2014		0.84		250,000		-		-		-		250,000
$	0.101	February 3, 2015		1.09		177,083		-		-		-		177,083
$	0.041	March 8, 2015		1.19		72,917		-		-		-		72,917
$	0.052	May 11, 2015		1.36		62,500		-		-		-		62,500
$	0.03	June 19, 2015		1.72		62,500		-		-		-		62,500
$	0.03	September 11, 2015		1.47		87,500		-		-		-		87,500
$	0.064	October 19, 2015		1.80		37,500		-		-		-		37,500
$	0.056	October 26, 2015		1.82		37,500		-		-		-		37,500
$	.008	February 15, 2016		2.12		125,000		-		-		-		125,000
$	0.005	May 30,2016		2.41		37,500		-		-		-		37,500
				1.30		1,200,000		-		-		-		1,200,000

8. INCOME TAXES

The Company has losses carried forward for income tax purposes at December 31, 2013. There are no current or deferred tax expenses for the current period ended December 31, 2013 due to the Company’s loss position. The Company has fully reserved for any benefits of these losses. The deferred tax consequences of temporary differences in reporting items for financial statement and income tax purposes are recognized, as appropriate. Realization of the future tax benefits related to the deferred tax assets is dependent on many factors, including the Company’s ability to generate taxable income within the net operating loss carryforward period.

F-16

SOLO INTERNATIONAL, INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

(Unaudited)

8. INCOME TAXES (continued)

Management has considered these factors in reaching its conclusion as to the valuation allowance for financial reporting purposes.

	December 31, 2013			September 30, 2013
Net operating loss carry forward		1,030,824			960,853
Effective Tax Rate		35	%		35	%
Deferred Tax Assets		360,788			336,200
Less: Valuation Allowance		(360,788	)		(336,200	)
Net deferred tax asset	$	0		$	0

The valuation allowance for deferred tax assets as of December 31, 2013 and September 30, 2013 was $360,788 and $336,200 respectively. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of December 31, 2013 and September 30, 2013, and recorded a full valuation allowance.

Reconciliation between the statutory rate and the effective tax rate is as follows at December 31, 2013 and September 30, 2013:

	December 31, 2013			September 30, 2013
Federal statutory tax rate		(35.0	)%		(35.0	)%
Permanent difference and other		35.0	%		35.0	%
Effective tax rate		-	%		-	%

The net federal operating loss carry forward will expire between 2030 and 2033. This carry forward may be limited upon the consummation of a business combination under IRC Section 381.

9. SUBSEQUENT EVENTS

Subsequent to December 31, 2013 the Company received $22,500, through a private offering of a convertible promissory note (the “Note”). Under the terms of the note, interest shall accrue at 8% per annum until September 20, 2014 (the “Maturity Date”), at which time, unless converted, all principal and accrued interest shall be due and payable. Any amount of principal or interest on the Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”). Interest shall commence accruing on the date that the Note is fully paid and shall be computed on the basis of a 365-day year and the actual number of days elapsed. The holder shall have the right from time to time, and at any time during the period beginning on the date which is 180 days following the date of the note (dated December 18, 2013) to convert the Note, in whole or in part, into full paid and non-assessable shares of Common Stock. The conversion price (the “Conversion Price”) shall equal the Variable Conversion Price which shall mean shall mean 55% multiplied by the

F-17

SOLO INTERNATIONAL, INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

(Unaudited)

9. SUBSEQUENT EVENTS (continued)

Market Price (as defined herein) (representing a discount rate of 45%) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). “Market Price” means the average of the lowest three (3) Trading Prices (as defined below) for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the closing bid price on the Over-the-Counter Bulletin Board, or applicable trading market.

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

F-1318

ITEM 2.

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

FORWARD-LOOKING STATEMENTS

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

RESULTS OF OPERATIONS

Working Capital

	June 30, 2013 $			September 30, 2012 $
	December 31, 2013 $			September 30, 2013 $
Current Assets		51,~~344~~680			491,~~154~~097
Current Liabilities		~~556~~696,~~544~~147			~~357~~625,~~430~~593
Working Capital (Deficit)		(~~551~~694,~~200~~467	)		(~~308~~624,~~276~~496	)

Cash Flows

	June 30, 2013 $			June 30, 2012 $
	December 31, 2013 $			December 31, 2012 $
Cash Flows from (used in) Operating Activities		(~~136~~36,~~238~~914	)		(~~135~~51,~~133~~449	)
Cash Flows from (used in) Investing Activities		-0			~~(205,000~~0	)
Cash Flows from (used in) Financing Activities		9537,~~000~~500			~~386~~30,~~778~~000
Net Increase (decrease) in Cash During Period		~~(41,238~~586	)		46(21,~~645~~449	)

Operating Revenues

Operating revenues for the periods ended ~~June~~December 3031, 2013 and 2012 were $0.

Operating Expenses and Net Loss

Comparison of three month periods ended June 30, 2013 and 2012

Operating and other expenses for the three month period ended June 30, 2013 totaled $27,909 and are comprised of $6,109 in professional fees, $7,500 in fees paid under a related party management contract, $10,423 in other general administrative expenses, and $3,877 in exploration expenses. In addition the Company recorded $25,489 as interest expenses, $13,024of which was the amortization of the debt discount from the beneficial conversion feature and warrant discount resulting from convertible promissory notes.

As compared to operating expenses for the period ended June 30, 2012 which totaled $50,434 and are comprised of $20,000 for impairment of mineral claims, $8,796 in professional fees, $7,500 in fees paid under a management contract and $14,138 in other general administrative expenses. In addition the Company recorded $58,997 as interest expenses, $39,525 of which was the amortization of the debt discount from the beneficial conversion feature and warrant discount resulting from convertible promissory notes.

~~Net~~Operating ~~loss~~Expenses ~~for the period ended June 30, 2013 was $53,398 as compared to $109,431 for the three month period ended June 30, 2012. The decrease in operating expenses~~ and ~~losses~~Net is predominantly due to the impairment of our mineral claims in the period ended June 30, 2012 with no comparable impairment during the period ended June 30, 2013 and the fact that interest expenses decreased from $58,997 (2012) to $25,489 (2013).Loss

Comparison of ~~nine~~three month periods ended ~~June~~December 3031, 2013 and 2012

Operating and other expenses for the ~~nine~~three month period ended ~~June~~December 3031, 2013 totaled $~~137~~39,~~790~~161 and are comprised of $4019,~~090~~222 in professional fees, $2211,~~500~~000 in fees paid under a related party management contract, $578,~~570~~939 in other general and administrative expenses~~, and $17,630 in exploration expenses~~. In addition the Company recorded $~~144~~30,~~940~~810 as interest expenses, $~~109~~6,~~590of~~943 of which was the amortization of the debt discount from the beneficial conversion feature and warrant discount resulting from convertible promissory notes and $10,311 from the amortization of debt discount from convertible notes.

~~Operating~~As compared to operating and other expenses for the ~~nine~~three month period ended ~~June~~December 3031, ~~2012totaled~~2012 which totaled $~~352~~60,~~943~~730 and ~~were~~are comprised of $~~225~~14,~~000~~722 ~~for impairment of mineral claims, $54,236~~ in professional fees, $227,500 in fees paid under a related party management contract, ~~and~~ $5124,~~207~~755 in other general and administrative expenses and $13,753 in exploration expenses. In addition the Company recorded $~~116~~68,~~207~~826 as interest expenses, $9957,~~094~~669 of which was the amortization of the debt discount from the beneficial conversion feature and warrant discount ~~resulting~~relating ~~from~~to convertible promissory notes issued during the period.

Net loss for the ~~nine month~~ period ended ~~June~~December 3031, 2013 was $~~282~~69,~~730as~~971 as compared to $~~469~~129,~~150for~~556 for the ~~same~~three month period ended ~~June~~December 3031, 2012. The decrease in operating expenses and losses is predominantly due to the ~~impairment~~exploration ofexpense ~~our mineral claims~~ in the period ended ~~June~~December 3031, 2012 with no comparable ~~impairment during the period ended June 30, 2013. There were no~~ exploration expenses ~~for~~during the period ended ~~June~~December 3031, ~~2012 while we had exploration expenses of $17~~2013,~~630~~ ~~for~~and the ~~period~~decrease ~~ended~~in ~~June 30,2013,~~ other general and administrative expenses ~~increased~~ from $5124,~~207~~755 ~~for~~(December ~~the period ended June 30~~31, 2012) to $578,~~570~~939 ~~for~~(December ~~the period ended June 30~~31, 2013), ~~the~~offset by ~~increases~~the inincreased ~~exploration~~ expenses ~~and~~in ~~other~~professional ~~general~~fees ~~and~~from ~~administration~~$14,722 ~~expenses~~to ~~was~~$19,222 ~~partially~~and ~~offset by a decrease~~ in ~~professional~~management fees from $547,~~236~~500 asto at$11,000 and ~~June~~the ~~30,~~fact ~~2012~~that tointerest expenses decreased from $4068,~~090~~826 as(2012) atto ~~June~~ $30,810 (2013).

Liquidity and Capital Resources

As at ~~June~~December 3031, 2013, the Company had total assets of $51,~~344~~680 compared to $491,~~154~~097 as at September 30, ~~2012~~2013. The ~~decrease~~increase in total assets is attributable to the payment of ~~operation~~operational costs offset by funds raised of $9537,~~000~~500 during the period.

As at ~~June~~December 3031, 2013, the Company had total liabilities of $~~556~~696,~~544~~147 as compared with total liabilities of $~~357~~625,~~430~~593 as at September 30, ~~2012~~2013. The increase in total liabilities was mainly due toderivative anliabilities increase in the amount of convertible notes as the Company continues to raise funds under a series of securities purchase agreements to the completion of a financing agreement whereby the Company received proceeds totaling $95,000 as part of a Securities Purchase Agreement which allows the investor to convert the principal balance to shares of the Company’s common stock during the ~~term~~three ofmonths ~~the~~ended ~~one~~December ~~year loan agreement~~31, ~~and~~2013 ~~granted~~with ano ~~total~~comparable ofliability ~~237,500~~as ~~share~~at ~~purchase~~September ~~warrants for exercise for a three year term bringing the total warrants issued under a series of convertible notes to 1~~30,~~200,000~~ 2013. ~~The~~Accounts ~~four~~payable ~~notes~~and inaccrued ~~the~~liabilities ~~amount~~increased ~~total~~from of $95113,~~000~~ ~~are~~006 ~~convertible~~as at aSeptember ~~discount to market price during the term~~30, ~~resulting~~2013 into ~~a beneficial conversion feature which was valued at~~ $35130,~~736~~806 onat ~~the~~December ~~$95~~31,~~000~~ ~~notes,~~2013 ~~and~~as ~~$4,069 on~~ the ~~warrants.~~Company ~~This value~~ was ~~recorded~~unable asto araise ~~discount~~sufficient onfunds ~~debt and offset~~ to ~~capital~~meet inits ~~excess~~obligations ofas ~~par~~they ~~value~~became ~~on the date the transactions were concluded. During the nine month period ended June 30, 2013 accounts payable and accrued expenses increased by $34,330~~ due ~~to increased operations~~..

As at ~~June~~December 3031, 2013, the Company had a working capital deficit of $~~551~~694,~~200~~467 compared with a working capital deficit of $~~308~~624,~~276~~496 as at September 30, ~~2012~~2013. The increase in working capital deficit is mainly attributable to the increase in current liabilities as a result of the financing activities of the Company by way of convertible loans, and the Company’s expenditures asfor ~~it continues to increase~~ operations.

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

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

We do not have sufficient funds to meet our next twelve month obligations. Our ability to meet our financial liabilities and commitments is primarily dependent upon the continued issuance of equity to new stockholders, the ability to borrow funds, and ultimately upon our ability to achieve and maintain profitable operations. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. We do not currently have sufficient capital to meet our obligations as they come due and ~~our~~while ~~assumption~~we have been able to raise funding to ensure that we ~~can~~meet ~~raise~~our ~~the~~filing obligations, we have been unable to raise sufficient funding ~~cannot~~to undertake any exploration on our property. Should we be ~~relied~~unable ~~upon~~to continue to raise funding for our filing obligations we may have to cease operations. If the Company cannot raise exploration funds the properties which the Company currently holds could be lost.

Cashflow from Operating Activities

During the ~~ninemonth~~three month period ended ~~June~~December 3031, 2013, the Company used $~~136~~36,~~238of~~914 ~~cash~~ for operating activities compared to the use of $~~135~~51,~~133of~~449 ~~cash~~ for operating activities during the period ended ~~June~~December 3031, 2012. The ~~increase~~decrease in net cash used in operating activities is attributed to the Company’s ~~acquisition~~inability ofto anraise ~~option~~sufficient onfunds ~~certain~~to ~~mineral~~allow ~~claims,~~it ~~which~~to ~~caused~~maintain ~~the~~and ~~increase~~grow its operations. Non-cash ~~used~~items including a substantial reduction to the amortization of the debt discount recorded in ~~professional~~the ~~fee~~current period of $17,254 ~~management~~as ~~fee~~compared to $57,669 in ~~consulting~~the ~~fee~~three ~~and~~months ~~other~~ended December 31, 2012 account for the most substantial changes in cashflows from operating ~~expenses~~activities.

Cashflow from Investing Activities

During the ~~nine~~three month period ended ~~June~~December 3031, ~~2013~~2013and December 31, 2012 the Company has expended no cash on investing activities ~~as compared to the expenditure of $205,000 for the nine months ended June 30, 2012 where the Company continued to fund the purchase of certain mineral claims~~.

Cashflow from Financing Activities

During the ~~nine~~three month period ended ~~June~~December 3031, 2013, the Company received $9537,~~000~~500 cash from financing activities by way of a note payable compared to $~~386~~30,~~778~~000 cash from notes payable ~~of $385,000 and $1,778 in related party advances~~ for the ~~nine~~three month period ended ~~June~~December 3031, 2012.

Going Concern

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

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

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

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

Recently Issued Accounting Pronouncements

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of ~~June~~December 3031, 2013, due to the material weaknesses resulting from the Board of Directors not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Please refer to our Annual Report on Form 10-K as filed with the SEC on ~~January~~December 1330, 2013, for a complete discussion relating to the foregoing evaluation of Disclosures and Procedures.

Changes in Internal Control over Financial Reporting

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

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

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

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

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

~~During~~There ~~the~~were ~~period~~no ~~the~~issuances ~~Company entered into two Securities Purchase Agreements in the amount~~ of ~~$15,000~~unregistered ~~and~~securities ~~$50,000 respectively pursuant~~ to report which ~~the~~were ~~Company~~sold ~~received a total of $65,000 as loans in exchange for two (2) Units consisting of: Convertible Promissory Notes convertible tocommon stock in whole~~ or inissued ~~part,~~by atthe ~~any~~Company ~~time~~without ~~and from time to time before maturity at~~ the ~~option~~registration of ~~the~~these ~~holder~~securities atunder ~~seventy-five percent (75%) of~~ the ~~average~~Securities ~~traded~~Act ~~price~~ of ~~the~~1933 ~~common~~in ~~stock~~reliance ~~for~~on ~~the~~exemptions ~~thirty~~from ~~(30)~~such ~~trading~~registration ~~days~~requirements, ~~immediately~~within ~~preceding~~ the ~~conversion~~period ~~date;~~covered ~~and~~by ~~three~~this ~~(3)~~report, ~~year~~which ~~Warrants~~have ~~(the~~not ~~“Warrant”)~~been topreviously ~~purchase~~included ~~one~~in ~~hundred~~ and ~~five~~ ~~thousand~~Annual ~~(125,000)~~Report ~~and~~on ~~thirty-seven~~Form ~~thousand five hundred (37~~10-K,~~500)~~ ~~shares of the Company’s Common Stock respectively exercisable at the lower of : (i)~~ a ~~price~~Quarterly ofReport ~~$0.20~~on ~~per~~Form ~~share~~10-Q or ~~(ii)~~a ~~seventy-five~~Current ~~percent~~Report (75%) of the average traded price of common stock for the thirty (30) trading days immediately preceding the exercise date. The Notes earn simple interest accruing at ten percent (10%) per annum and are due on orForm ~~before the twelfth month anniversary of the date of execution~~8-K.

The shares of Common Stock referenced herein were issued in reliance upon the exemption from securities registration afforded by the provisions of Section 4(2) of the Securities Act of 1933, as amended, (“Securities Act”), and/or Regulation D, as promulgated by the U.S. Securities and Exchange Commission under the Securities Act, based upon the following: (a) each of the persons to whom the shares of Common Stock were issued (each such person, an “Investor”) confirmed to the Company that it or he is an “accredited investor,” as defined in Rule 501 of Regulation D promulgated under the Securities Act and has such background, education and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the securities, (b) there was no public offering or general solicitation with respect to the offering of such shares, (c) each Investor was provided with certain disclosure materials and all other information requested with respect to the Company, (d) each Investor acknowledged that all securities being purchased were being purchased for investment intent and were “restricted securities” for purposes of the Securities Act, and agreed to transfer such securities only in a transaction registered under the Securities Act or exempt from registration under the Securities Act and (e) a legend has been, or will be, placed on the certificates representing each such security stating that it was restricted and could only be transferred if subsequently registered under the Securities Act or transferred in a transaction exempt from registration under the Securities Act.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

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

Exhibits:

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

Exhibit Number	Description of Exhibit	Filing
3.01	Articles of Incorporation	Filed with the SEC on October 22, 2010 as part of our Registration Statement on Form S-1.
3.01(a)	Certificate of Change	Filed with the SEC on November 7, 2012 as part of our Current Report on Form 8-K.
3.02	Bylaws	Filed with the SEC on October 22, 2010 as part of our Registration Statement on Form S-1.
10.01	Service Agreement between Solo International, Inc. and “TIRCARS” Sp. J dated August 30, 2010	Filed with the SEC on October 22, 2010 as part of our Registration Statement on Form S-1.
10.02	Securities Purchase Agreement between Solo International, Inc. and Craigstone Ltd., dated November 4, 2012	Filed with the SEC on November 15, 2012 as part of our Current Report on Form 8-K.
10.03	Option Agreement by and between between Solo International, Inc. and 9228-6202 Quebec Inc., dated November 15, 2012	Filed with the SEC on November 23, 2012 as part of our Current Report on Form 8-K
10.04	Amended Option Agreement by and between 9252-4768 Quebec Inc. and 9228-6202 Quebec Inc. dated December 20, 2012	Filed with the SEC on January 3, 2013 as part of our Amended Current Report on Form 8-K/A.
10.05	Securities Purchase Agreement between Solo International, Inc. and Craigstone Ltd., dated January 10, 2013	Filed with the SEC on January 12, 2013 as part of our Current Report on Form 8-K.
10.06	Employment agreement between the Company and Michael Jacob Cooper Smith dated September 30, 2013	Filed with the SEC on December 30, 2013 as part of our Annual Report on Form 10-K.
10.07	Securities Purchase Agreement with Asher Enterprises Inc. dated September 18, 2013	Filed with the SEC on December 30, 2013 as part of our Annual Report on Form 10-K.
10.08	Securities Purchase Agreement with Asher Enterprises Inc. dated December 18, 2013	Filed with the SEC on December 30, 2013 as part of our Annual Report on Form 10-K.
10.9	Securities Purchase Agreement with Asher Enterprises Inc. dated January 30, 2014	Filed herewith.
31.01	Certification of Principal Executive Officer Pursuant to Rule 13a-14	Filed herewith.
31.02	Certification of Principal Financial Officer Pursuant to Rule 13a-14	Filed herewith.
32.01	CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act	Filed herewith.
101.INS	XBRL Instance Document	Filed herewith.
101.SCH	XBRL Taxonomy Extension Schema Document	Filed herewith.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	Filed herewith.
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document	Filed herewith.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	Filed herewith.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	Filed herewith.

SIGNATURES

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

SOLO INTERNATIONAL, INC.

	SOLO INTERNATIONAL, INC.

Date: February 14, 2014	By:	/s/ Michael Cooper Smith
	Name:	Michael Cooper Smith
	Title:	President, Principal Executive Officer & Principal Financial Officer (Principal Accounting Officer)

Dated: August 19, 2013	By:	/s/ Michel Plante
	Name:	Michel Plante
	Title:	President, Principal Executive Officer & Principal Financial Officer (Principal Accounting Officer)

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