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EXCEL - IDEA: XBRL DOCUMENT - Vacation Home Swap, Inc.Financial_Report.xls
EX-31 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER - Vacation Home Swap, Inc.exhibit31.htm
EX-32 - SECTION 1350 CERTIFICATION OF CHIEF EXECUTIVE OFFICER - Vacation Home Swap, Inc.exhibit32.htm
EX-23 - CONSENT OF PLS CPA - Vacation Home Swap, Inc.vhs_consentletterapril2012.htm



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:  

April 30, 2012

 

 

 

 

 

 

 

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

 

For the transition period from

___________

to

____________

 

 

 

 

 

 

 

 

Commission file number:

333-160311

 

 

 

 

 

 

 

 

 

Vacation Home Swap, Inc.

 

 

(Exact name of registrant as specified in its charter)

 

 

Nevada

 

 

26-4682636

 

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

 

 

 

 

 

 

 

112 North Curry Street - Carson City - Nevada   89703

 

 

(Address of principal executive offices)   (Zip Code)

 

 

 

 

 

 

 

Registrant’s telephone number, including area code

(775) 321-8201

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act.

 

Yes |_| 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 |_|

Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the 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.  

 

|_|

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer  [  ]

 Accelerated filer [   ]

Non-accelerated filer [   ]  (Do not check if a smaller reporting company)     

    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 |X| No |_|

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and ask price of such common equity:  As of April 30,2012, the aggregate value of voting and non-voting common equity held by non-affiliates was $16,500.















TABLE OF CONTENTS

                                                                          

    


 

Page Number

PART I


Item 1.

Business

3

Item 1A.

Risk Factors

4

Item 1B

Unresolved Staff Comments

4

Item 2

Properties

4

Item 3

Legal Proceedings

4

Item 4

Submission of Matters to a Vote of Security Holders

5

 

PART II


Item 5

Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

5

Item 6

Selected Financial Data

5

Item 7

Management’s Discussion and Analysis of Financial Condition and Results of Operation

5

Item 7A

Quantitative and Qualitative Disclosure about Market Risk

6

Item 8

Financial Statements and Supplementary Data

7

Item 9

Changes an Disagreements With Accountants on Accounting and Financial Disclosure

18

Item 9A

Controls and Procedures

18

Item 9B

Other Information

20


PART III


Item 10

Directors, Executive Officers and Corporate Governance

21

Item 11

Executive Compensation

22

Item 12

Security Ownership of Certain Beneficial Owners and Management

22

Item 13

Certain Relationships and Related Transactions and Director Independence

22

Item 14

Principal Accounting Fees and Services

23


PART IV


Item 15

Exhibits and Financial Statement Schedules

23











2





PART I


Item 1: Business


Overview


Vacation Home Swap, Inc. was incorporated in the State of Nevada on March 31, 2009 and has a fiscal year end of April 30. We are a development-stage Company organized to enter into an Internet-based vacation home swapping company. The company plans to have a website where people can exchange homes for their holidays and travels.


The Company has not been involved in any bankruptcy, receivership or similar proceedings since its incorporation nor has it been involved in any reclassification, merger or consolidation.  We have no plans to change our business activities.  


Our president and director has invested $10,000 in the Company. If Vacation Home Swap is unsuccessful in raising the additional proceeds through a private placement offering it will then have to seek additional funds through debt financing, which would be highly difficult for a new development stage company to secure. Therefore, the company is highly dependent upon the success of the anticipated private placement offering and failure thereof would result in Vacation Home Swap having to seek capital from other sources such as debt financing, which may not even be available to the company. However, if such financing were available, because Vacation Home Swap is a development stage company with no operations to date, it would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing and determine whether the business could sustain operations and growth and manage the debt load.


If we are unable to complete any phase of our business plan or marketing efforts because we don’t have enough money, we will cease our development and/or marketing activities until we raise money. Attempting to raise capital after failing in any phase of our business plan would be difficult. As such, if we cannot secure additional funds we will have to cease operations and investors will lose their entire investment.



Plan of Operation


Over the 12 month period starting upon completion of the offering under this registration statement, Vacation Home Swap must raise capital and start its sales. The first stage of our operations over this period is to establish our office and acquire the computer and office equipment we need to begin operations during the initial 60 days after raising enough money to start our business. We believe that it will cost $8,000 to buy and secure the necessary computer equipment. We do not intend to hire employees. Our sole officer and director will handle our administrative duties.


The second stage is to hire consultants to develop the key part of the business: create the website. Our Company`s website will include links to maps, weather information, country habits, local services and stores, community information, information about neighbourhood and special events. Concurrently we intend to purchase a software system to comply with our needs, which the client can add home pictures, videos from his home, indicate through a link the local services and stores nearby, and create an internal inbox for messages received/sent. We believe that it will cost $15,000 initially to have our website operational. The initial operation of the website is anticipated to be ready in 120 days after raising enough money to start our business.



3





The last stage is our Marketing and Sales campaign. We intend to include advertisements in travel and home design magazine and various Internet search engines; and promote and sell ads into our website along famous coffee shops, outlets, restaurants and bars, technology companies and airline companies. We believe that marketing and sales campaign will cost up to $45,000. We expect to be fully operational within 180 days after raising enough money to start our business.


The Company will incur additional expenses by becoming a reporting issuer; the Company’s net proceeds would first be allocated to keep the company current in its Security and Exchange commission obligations. The Company may to amend its use of proceeds if it does not raise at least 75% of the funds anticipated in this offering.  The company feels that a minimum of $12,000 would be required over a 12-month period to meet its reporting obligations. The company’s president has stated that he would lend the company money to maintain its reporting status if required but there is no written contract between the company and the president and there can be no assurance that the president will lend the company funds if required.


Marketing is anticipated to be an ongoing matter that will continue during the life of our operations.


If we are unable to complete any aspect of our development or marketing efforts because we don’t have enough money, we will cease our development and/or marketing operations until we raise money. Attempting to raise capital after failing in any phase of our business plan would be difficult. As such, if we cannot secure additional proceeds we will have to cease operations and investors would lose their entire investment.


Management does not plan to hire additional employees at this time. Our President will be responsible for the initial product sourcing. We intend to hire sales representatives initially on a commission only basis to keep administrative overhead to a minimum.  We will use third party web designers to build and maintain our website.


We do not expect to be purchasing or selling plant during the next twelve months.


Item 1A. Risk Factors

 

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


Item 1B. Unresolved Staff Comments


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


Item 2. Properties


We do not own any real estate or other properties. The Company’s office is located at 112 North Curry Street, Carson City, Nevada, 89703.


Item 3. Legal Proceedings


The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.




4




No director, officer, or affiliate of the issuer and no owner of record or beneficiary of more than 5% of the securities of the issuer, or any security holder is a party adverse to the small business issuer or has a material interest adverse to the small business issuer.


Item 4. (Remove and Reserved)





PART II


Item 5.  Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities


As of April 30, 2012 the Company had thirty two (32) active shareholders.  The company has not paid cash dividends and has no outstanding options.


Item 6. Selected Financial Data


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


Item 7. Management Discussion and Analysis of Financial Condition and Results of Operations


The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this report.


This interim report contains forward looking statements relating to our Company's future economic  performance,  plans and objectives of management for future operations, projections of revenue  mix  and  other financial items that are  based on the beliefs of, as well as assumptions made  by  and  information currently  known  to,  our  management.  The words "expects”, “intends”, “believes”, “anticipates”, “may”, “could”, “should" and similar expressions and variations thereof are intended to identify forward-looking statements.  The cautionary statements set forth in this section are intended to emphasize that actual results may differ materially from those contained in any forward looking statement.


Our auditor’s report on our April 30, 2012 financial statements expresses an opinion that substantial doubt exists as to whether we can continue as an ongoing business. Since our officer and director may be unwilling or unable to loan or advance us additional capital, we believe that if we do not raise additional capital over the next 12 months, we may be required to suspend or cease the implementation of our business plans. See “April 30, 2012 Audited Financial Statements - Auditors Report.”


As of April 30, 2012, Vacation Home Swap had no cash. Management believes that additional proceeds should be raised. We plan to satisfy our future cash requirements - primarily the working capital required for the development of our course guides and marketing campaign and to offset legal and accounting fees - by additional equity financing.


Management believes that if subsequent private placements are successful, we will be able to generate sales revenue within the following twelve months thereof. However, additional equity financing may not be available to us on acceptable terms or at all, and thus we could fail to satisfy our future cash requirements.



5





If Vacation Home Swap is unsuccessful in raising the additional proceeds through a private placement offering it will then have to seek additional funds through debt financing, which would be highly difficult for a new development stage company to secure. Therefore, the company is highly dependent upon the success of the anticipated private placement offering and failure thereof would result in Vacation Home Swap having to seek capital from other sources such as debt financing, which may not even be available to the company. However, if such financing were available, because Vacation Home Swap is a development stage company with no operations to date, it would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing and determine whether the business could sustain operations and growth and manage the debt load. If Vacation Home Swap cannot raise additional proceeds via a private placement of its common stock or secure debt financing it would be required to cease business operations. As a result, investors in Vacation Home Swap common stock would lose all of their investment.


The development and marketing of our services will star over the next 12 months. Vacation Home Swap does not anticipate obtaining any further products or services.


We did not generate any revenue during the fiscal year ended April 30, 2012.  As of the fiscal year ended April 30, 2012 we had no cash at the bank. We incurred operating expenses in the amount of $42,187 in the fiscal year ended April 30, 2012 as compared to $20,042 at April 30, 2011. These operating expenses were comprised of professional fees and office and general expenses.   Since inception we have incurred operating expenses of $86,581.


Vacation Home Swap has no current plans, preliminary or otherwise, to merge with any other entity.


Off Balance Sheet Arrangements.


As of the date of this Annual Report, the current funds available to the Company will not be sufficient to continue operations. The cost to establish the Company and begin operations is estimated to be approximately $80,000 over the next twelve months and the cost of maintaining our reporting status is estimated to be $10,000 over this same period. The officer and director, Donald MacDow has undertaken to provide the Company with operating capital to sustain our business over the next twelve month period as the expenses are incurred in the form of a non-secured loan. However, there is no contract in place or written agreement securing this agreement.  Management believes that if the Company cannot raise sufficient revenues or maintain its reporting status with the SEC it will have to cease all efforts directed towards the Company.  As such, any investment previously made would be lost in its entirety.    


Other than the above described situation the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.


Item 7A. Quantitative and Qualitative Disclosures about Market Risk


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


Item 8. Financial Statements and Supplementary Data





6






 

 

 

 

 

 

 

VACATION HOME SWAP, INC.

(A Development Stage Company)

 

FINANCIAL STATEMENTS

 

April 30, 2012

 

Audited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 BALANCE SHEETS

 

 STATEMENTS OF OPERATIONS

 

 STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

 

 STATEMENTS OF CASH FLOW

 

NOTES TO FINANCIAL STATEMENTS




7




 

 

 

 

PLS CPA, A PROPESSIONAL CORP.

 

t4725 Mercury Street #210 tSAN DIEGO tCALIFORNIA 92111t

tTELEPHONE (858)722-5953 tFAX (858) 433-2979  tFAX (858) 764-5480

tE-MAIL changgpark@gmail.comt

 

 

 

 

 

 

 

 

 

 


 

 Report of Independent Registered Public Accounting Firm

 

 

To the Board of Directors and Stockholders

Vacation Home Swap, Inc.

 

 

We have audited the accompanyingbalance sheets of Vacation Home Swap, Inc. (A Development Stage “Company”) as of April 30, 2012 and 2011 and the related statements of operations, changes in shareholders’ equity and cash flows for the years then ended April 30, 2012 and 2011, and for the period from March 31, 2009 (inception) to April 30, 2012. 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 audits.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion. 

 

In our opinion, thefinancial statements referred to above present fairly, in all material respects, the financial position of Vacation Home Swap, Inc. as of April 30, 2012 and 2011, and the result of its operationsand its cash flows for the yearsthen ended andfor the period from March 31, 2009 (inception) to April 30, 2012in conformity with U.S. generally accepted accounting principles.

 

The financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 3 to thefinancial statements, the Company’s losses from operations raise substantial doubt about its ability to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

 

/s/PLS CPA                                                                                                        

____________________

PLS CPA, A Professional Corp.

 

July 11, 2012

San Diego, CA. 92111

 

 

 

8





 

VACATION HOME SWAP, INC.

(A Development Stage Company)

 

 

 

 

 

 

 

 

 

 

 BALANCE SHEETS

Audited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

April 30, 2012

 

April 30, 2011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

Cash

 

 

 

 

$

-    

$

401

Prepaid Expenses

 

 

 

 

-    

 

750

TOTAL ASSETS

 

 

 

$

-    

$

1,151

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT  LIABILITIES

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

34,346

$

16,425

Loans from Related Parties

 

 

 

35,725

 

12,610

TOTAL CURRENT LIABILITIES

 

 

$

70,071

$

29,035

 

 

 

 

 

 

 

 

 

 

STOCKHOLDER'S  EQUITY ( DEFICIT )

 

 

 

 

 

Capital stock (Note 5)

 

 

 

 

 

 

 

Authorized

 

 

 

 

 

 

 

       75,000,000 shares of common stock, $0.001 par value,

 

 

 

 

Issued and outstanding

 

 

 

 

 

 

       10,325,000 shares of common stock

 

$

10,325

$

10,325

        Additional Paid in Capital

 

 

 

6,175

 

6,175

Deficit accumulated during the development stage

 

 

 

 

 

 

(86,571)

 

(44,384)

TOTAL STOCKHOLDER'S EQUITY/(DEFICIT)

 

 

 

 

 

$

(70,071)

$

(27,884)

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY/(DEFICIT)

 

 

 

 

 

$

-    

$

1,151

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements

VACATION HOME SWAP, INC.

(A Development Stage Company)

 

 

 

 

 

 

 

 STATEMENTS OF OPERATIONS

Audited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative results

 

 

Year

 

Year

 

from inception

 

 

ended

 

ended

 

(March 31, 2009) to

 

 

April 30, 2012

 

April 30, 2011

 

April 30, 2012

REVENUE

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

$

-    

$

-    

$

-    

Total Revenues

$

-    

$

-    

$

-    

 

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

Office and general

$

19,826

$

3,155

$

28,373

Professional Fees

 

22,361

 

16,888

 

58,209

Total Expenses

$

42,187

$

20,042

$

86,581

Net Operating Loss

$

(42,187)

$

(20,042)

$

(86,581)

 

 

 

 

 

 

 

Exchange Gain/(Loss)

$

-    

$

11

$

11

 

 

 

 

 

 

 

NET LOSS

$

(42,187)

$

(20,031)

$

(86,571)

 

 

 

 

 

 

 

BASIC AND DILUTED LOSS PER COMMON SHARE

 

 

 

 

 

 

$

-    

$

-    

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING

 

 

 

 

 

 

$

10,325,000

$

10,325,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these  financial statements

VACATION HOME SWAP, INC.

(A Development Stage Company)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

From inception (March 31, 2009) to April 30, 2012

 

Audited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deficit

 

 

 

 

Common Stock

 

 

 

 

 

accumulated

 

 

 

 

 

 

Additional

 

Share

 

during the

 

 

 

 

Number of

 

 

 

Paid-in

 

Subscription

 

development

 

 

 

 

shares

 

Amount

 

Capital

 

Receivable

 

stage

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for cash at $0.001

 

 

 

 

 

 

 

 

 

 

per share on April 30, 2009

10,000,000

$

10,000

$

-    

$

(10,000)

$

-    

$

-    

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the period ended

 

 

 

 

 

 

 

 

 

 

 

April 30, 2009

 

 

 

 

 

 

 

 

 

(1,200)

 

(1,200)

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, April 30, 2009

10,000,000

$

10,000

$

-    

$

(10,000)

$

(1,200)

$

(1,200)

Subscription Receivable on

 

 

 

 

 

 

 

 

 

 

 

October 8, 2009

 

 

 

 

 

 

 

10,000

 

 

 

10,000

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year ended

 

 

 

 

 

 

 

 

 

 

 

April 30, 2010

 

-    

 

-    

 

-    

 

-    

 

(23,152)

 

(23,152)

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, April 30, 2010

10,000,000

$

10,000

$

-    

$

-    

$

(24,352)

$

(14,352)

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for cash at $0.02

 

 

 

 

 

 

 

 

 

 

per share on June & July, 2010

325,000

 

325

 

6,175

 

 

 

 

 

6,500

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year ended

 

 

 

 

 

 

 

 

 

 

 

April 30, 2011

 

-    

 

-    

 

-    

 

-    

 

(20,032)

 

(20,032)

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, April 30, 2011

10,325,000

$

10,325

$

6,175

$

-    

$

(44,384)

$

(27,884)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the period ended

 

 

 

 

 

 

 

 

 

 

 

April 30, 2012

 

-    

 

-    

 

-    

 

-    

 

(42,187)

 

(42,187)

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance,  April 30, 2012

10,325,000

$

10,325

$

6,175

$

-    

$

(86,571)

$

(70,071)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements

VACATION HOME SWAP, INC.

(A Development Stage Company)

 

 STATEMENTS OF CASH FLOW

Audited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year

 

Year

 

March 31, 2009

 

 

 

 

 

 

ended

 

ended

 

(inception date) to

 

 

 

 

 

 

April 30, 2012

 

April 30, 2011

 

April 30, 2012

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

Net loss

 

 

 

$

(42,187)

$

(20,031)

$

(86,571)

 

Adjustment to reconcile net loss to net cash

 

 

 

 

 

 

 

used in operating activities

 

 

 

 

 

 

 

 

Decrease (increase) in prepaid expenses

 

750

 

(750)

 

-    

 

Increase (decrease) in accrued expenses

$

17,921

$

3,208

$

34,346

 

 

 

 

 

 

 

 

 

 

 

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

 

 

 

 

 

 

$

(23,516)

$

(17,574)

$

(52,225)

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

Proceeds from sale of common stock

 

-    

 

6,500

 

16,500

 

Loan from related party

 

 

23,115

 

11,410

 

35,725

NET CASH PROVIDED BY FINANCING ACTIVITIES

 

 

 

 

 

 

$

23,115

$

17,910

$

52,225

 

 

 

 

 

 

 

 

 

 

 

NET INCREASE ( DECREASE) IN CASH

$

(401)

$

336

$

(0)

 

 

 

 

 

 

 

 

 

 

 

CASH, BEGINNING OF YEAR

 

$

401

$

66

$

-    

 

 

 

 

 

 

 

 

 

 

 

CASH, END OF YEAR

 

 

$

(0)

$

401

$

(0)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental cash flow information and noncash financing activities:

 

 

 

 

Cash paid for:

 

 

 

 

 

 

 

 

 

 

Interest

 

 

 

$

-    

$

-    

$

-    

 

 

 

 

 

 

 

 

 

 

 

 

Income taxes

 

 

$

-    

$

-    

$

-    

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements





12





VACATION HOME SWAP, INC.

(A Development Stage Company)

NOTES TO THE AUDITED FINANCIAL STATEMENTS


April 30, 2012


NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION


Vacation Home Swap, Inc. (“Vacation Home Swap, “we”, “the Company”) was incorporated in the State of Nevada as a for-profit Company on March 31, 2009 and established a fiscal year end of April 30. We are a development-stage Company organized to enter into an Internet based vacation home swapping company. The company will have a website where people can exchange homes for their holidays and travels.


Vacation Home Swap will compete with other Internet based exchanging companies.



NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Basis of Presentation

The financial statements present the balance sheet, statements of operations, stockholders' equity (deficit) and cash flows of the Company. These financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States.


Advertising

Advertising costs are expensed as incurred.  As of April 30, 2012, no advertising costs have been incurred.


Property

The Company does not own or rent any property.  The office space is provided by the president (or a director or whoever) at no charge.


Use of Estimates and Assumptions

Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures.  Accordingly, actual results could differ from those estimates.


Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.


Income Taxes

The provision of income taxes is the total of the current taxes payable and the net of the change in the deferred income taxes. Provision is made for the deferred income taxes where the differences exist between the period in which transactions affect current taxable income and the period in which they enter into the determination of net income in the financial statements.







13





VACATION HOME SWAP, INC.

(A Development Stage Company)

NOTES TO THE AUDITED FINANCIAL STATEMENTS


April 30, 2012


NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)


Net Loss per Share

The basic earnings (loss) per share is calculated by dividing the Company’s net income available to common shareholders by the weighted average number of common shares during the year. The diluted earnings (loss) per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company.


Stock-based Compensation

The Company follows ASC 718-10, "Stock Compensation", which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. The Company has not adopted a stock option plan and has not granted any stock options.


Development Stage Company

The Company is a development stage company, as defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915.  The Company’s planned principal operations have not fully commenced.  


Management plans to seek funding from its shareholders and other qualified investors to pursue its business plan.


NOTE 3 – GOING CONCERN


The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern.  This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company has a working capital deficit of $70,071, an accumulated deficit of $86,571 and net loss from operations since inception of $86,571. The Company does not have a source of revenue sufficient to cover its operation costs giving substantial doubt for it to continue as a going concern. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company.  There can be no assurance that the Company will be successful in either situation in order to continue as a going concern.  The Company is funding its initial operations by way of issuing Founder’s shares.


As of April 30, 2012, the Company had issued 10,000,000 Founder’s shares at $0.001 per share for net funds to the Company of $10,000.




14





VACATION HOME SWAP, INC.

(A Development Stage Company)

NOTES TO THE AUDITED FINANCIAL STATEMENTS


April 30, 2012


NOTE 3 – GOING CONCERN (continued)


These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.



NOTE 4 - FAIR VALUE OF FINANCIAL INSTRUMENTS


The Company has determined the estimated fair value of financial instruments using available market information and appropriate valuation methodologies.  The fair value of financial instruments classified as current assets or liabilities approximate their carrying value due to the short-term maturity of the instruments.



NOTE 5 – CAPITAL STOCK


The Company’s capitalization is 75,000,000 common shares with a par value of $0.001 per share, 10,325,000 issued and outstanding as of April 30, 2012.  No preferred shares have been authorized or issued.

As of April 30, 2012, the Company has not granted any stock options and has not recorded any stock-based compensation.

On December 10, 2009, a director of the Company issued 10,000,000 shares of the common stock in cash at $0.001 per share for $10,000.



NOTE 6 – LOAN PAYABLE – RELATED PARTIES LOANS


As of April 30, 2012, the Company has received $35,725 as a loan from related parties. The loan is payable on demand and without interest.



NOTE 7 – INCOME TAXES


Income taxes are provided in accordance with ASC 740, Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards.  Deferred tax expense (benefit) results  from  the net  change  during  the  year of  deferred  tax  assets  and liabilities.


Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.





15





VACATION HOME SWAP, INC.

(A Development Stage Company)

NOTES TO THE AUDITED FINANCIAL STATEMENTS


April 30, 2012


NOTE 7 – INCOME TAXES (continued)



Net operating loss carry forward

86,571

Effective Tax rate

35%

Deferred Tax Assets

30,300

Less: Valuation Allowance

(30,300)

Net deferred tax asset

$        0



The net federal operating loss carry forward will expire between 2027 and 2028.  This carry forward may be limited upon the consummation of a business combination under IRC Section 381.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.


No provision was made for Federal income tax.


The Company did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception.  The Company provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carryforwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carryforward period.



NOTE 8 - THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS


FASB ASC 105-10, Generally Accepted Accounting Principles (Prior authoritative literature: FASB SFAS No. 165, Subsequent Events (“SFAS 165”), issued May 28, 2009), which establishes general standards of accounting for, and disclosure of, events that occur after the balance sheet date but before financial statements are issued or are available to be issued.  FASB ASC 105-10 (SFAS 165) is effective for interim or annual financial periods ending after June 15, 2009.  The adoption of FASB ASC 105-10 (SFAS 165) did not have a material effect on the company’s financial position or results of operations.  The Company evaluates subsequent events through the date the accompanying financial statements were issued, which was March 22, 2010.


FASB ASC 105-10-65, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles (Prior authoritative literature: FASB SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles (“SFAS 168”), issued June 2009), establishes the FASB Accounting Standards Codification (the “Codification”) as the single source of authoritative nongovernmental U.S. GAAP. The Codification is






16





VACATION HOME SWAP, INC.

(A Development Stage Company)

NOTES TO THE AUDITED FINANCIAL STATEMENTS


April 30, 2012



NOTE 8 - THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS (continued)


effective for interim and annual periods ending after September 15, 2009. The adoption of FASB ASC 105-10-65 (SFAS 168) did not have a material impact on the Company’s financial statements.


In February 2010, the FASB issued Accounting Standards Update (“ASU”) No. 2010-09, “Amendments to Certain Recognition and Disclosure Requirements” (“ASU 2010-09”), which is included in the FASB Accounting Standards Codification (the “ASC”) Topic 855 (Subsequent Events).  ASU 2010-09 clarifies that an SEC filer is required to evaluate subsequent events through the date that the financial statements are issued.  ASU 2010-09 is effective upon the issuance of the final update and did not have a significant impact on the Company’s financial statements.





17





Item 9. Changes and Disagreements with Accounts on Accounting and Financial Disclosure


Our auditors are PLS CPA, A Professional Corp., 4725 Mercury Street #210, San Diego, California, 92111, operating from their offices in San Diego, California.  There have not been any changes in or disagreements with our accountants on accounting, financial disclosure or any other matter.



Item 9A. Controls and Procedures


In accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934 as amended (the “Exchange Act”), as of the end of the period covered by this Annual Report on Form 10-K, the Company’s management evaluated, with the participation of the Company’s principal executive and financial officer, the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act). Disclosure controls and procedures are defined as those controls and other procedures of an issuer that are designed to ensure that the information required to be disclosed by the issuer in the reports it files or submits under the Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that Evaluation he concluded that the Registrant’s disclosure controls and procedures are ineffective in gathering, analyzing and disclosing information needed to satisfy the registrant’s disclosure obligations under the Exchange Act. Based upon an evaluation of the effectiveness of disclosure controls and procedures, our Company’s  principal executive and principal financial officer has concluded that as of the end of the period covered by this Annual Report on Form 10K our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) are not effective because of the material weaknesses in our disclosure controls and procedures which is identified below.  It should be noted that the design of any system of controls is 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, regardless of how remote.”


The material weaknesses in our disclosure control procedures are as follows:


1.           Lack of formal policies and procedures necessary to adequately review significant accounting transactions. The Company utilizes a third party independent contractor for the preparation of its financial statements. Although the financial statements and footnotes are reviewed by our management, we do not have a formal policy to review significant accounting transactions and the accounting treatment of such transactions. The third party independent contractor is not involved in the day to day operations of the Company and may not be provided information from management on a timely basis to allow for adequate reporting/consideration of certain transactions.


2.            Audit Committee and Financial Expert. The Company does not have a formal audit committee with a financial expert, and thus the Company lacks the board oversight role within the financial reporting process.


We intend to initiate measures to remediate the identified material weaknesses including, but not necessarily limited to, the following:




18





 

 Establishing a formal review process of significant accounting transactions that includes participation of the Chief Executive Officer, the Chief Financial Officer and the Company’s corporate legal counsel.


 

 Form an Audit Committee that will establish policies and procedures that will provide the Board of Directors a formal review process that will among other things, assure that management controls and procedures are in place and being maintained consistently.



Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).  Internal control over financial reporting is to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes maintain records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition , use or disposition of company assets that could have a material effect on our financial statements would be prevented or detected.


As of April 30, 2012, management assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in SEC guidance on conducting such assessments.  Based on this evaluation under the COSO Framework, our management concluded that our internal control over financial reporting are not effective as of April 30, 2012.  In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework.  Based on that evaluation, they concluded that, as of April 30, 2012, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.


The matters involving internal controls and procedures that the Company’s management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by the Company's Chief Financial Officer in connection with the review of our financial statements as of April 30, 2012 and communicated to our management.


Management believes that the material weaknesses set forth in items (2), (3) and (4) above did not have an effect on the Company's financial results. However, management believes that the lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures can result in the Company's determination to its financial statements for the future years.



19




 

We are committed to improving our financial organization. As part of this commitment, we will create a position to  segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to the Company: i) Appointing one or more outside directors to our board of directors who shall be appointed to the audit committee of the Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; and ii) Preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.

 

Management believes that the appointment of more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on the Company's Board. In addition, management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes. Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support the Company if personnel turn over issues within the department occur. This coupled with the appointment of additional outside directors will greatly decrease any control and procedure issues the company may encounter in the future.


We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.


There have been no changes in our internal controls over financial reporting that occurred during the quarter ended April 30, 2012 that have materially affected or are reasonably likely to materially affect, our internal controls over financial reporting.


This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide management report in the Annual Report.


                                       

Item 9B. Other Information


None











20




PART III


Item 10. Directors, Executive Officers and Corporate Governance


Our directors serve until their respective successors are elected and qualified. Donald MacDow has been elected by the Board of Directors to a term of one (1) year and serves until her successor is duly elected and qualified, or until he is removed from office. The Board of Directors has no nominating or compensation committees. The Company’s current Audit Committee consists solely of Donald MacDow, the Company’ sole officer and director.


The names, addresses, ages and positions of our present sole officer and our directors are set forth below:

 

Name

Age

 

Position(s)

 

Donald MacDow

 

54

 

 

President, Secretary/ Treasurer, Chief Financial Officer and Chairman of the Board of Directors.


 

 

 

 

 

Donald MacDow has held his office/position since inception of our company.

 


Background of Officer and Director

 

Donald MacDow is an entrepreneur who had been working in a retail market, for over 20 years. He has experience in business management, taking over as a regional Director for 140 stores at BiWay. In 2001, he opened Secure Product Management Inc., a close-out operation supplying the Canadian retailers with opportunity purchases from China factories.

Mr. MacDow intends to devote approximately 30% (10 hours per week) of his business time to our affairs.



Significant Employees


The Company does not, at present, have any employees other than the current officer and director. We have not entered into any employment agreements, as we currently do not have any employees other than the current officer and director.


Family Relations


There are no family relationships among the Directors and Officers of Vacation Home Swap, Inc.


Involvement in Legal Proceedings


No executive Officer or Director of the Company has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding that is currently pending.


No executive Officer or Director of the Company is the subject of any pending legal proceedings.




21




No Executive Officer or Director of the Company is involved in any bankruptcy petition by or against any business in which they are a general partner or executive officer at this time or within two years of any involvement as a general partner, executive officer, or Director of any business.


Item 11.   Executive Compensation.


Our current executive officer and director has not and does not receive any compensation and has not received any restricted shares awards, options or any other payouts. As such, we have not included a Summary Compensation Table.


There are no current employment agreements between the Company and its executive officer. Our executive officer and director has agreed to work without remuneration until such time as we receive revenues that are sufficiently necessary to provide proper salaries to the officer and compensate the director for participation. Our executive officer and director has the responsibility of determining the timing of remuneration programs for key personnel based upon such factors as positive cash flow, shares sales, product sales, estimated cash expenditures, accounts receivable, accounts payable, notes payable, and a cash balances.  At this time, management cannot accurately estimate when sufficient revenues will occur to implement this compensation, or the exact amount of compensation.


There are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees of the corporation in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by Company.




Item 12. Security Ownership of Certain Beneficial Owners and Management and related Stockholder Matters


Title of Class

Name and Address of Beneficial Owner [1]

Amount and Nature of Beneficial Owner

Percent of Class

Common Stock

Donald MacDow,

16847 Heart Lake Rd., Caledon, Ontario L7C 2L4,Canada

10,000,000

71.4%

 

All Beneficial Owners as a Group (1 person)

10,000,000

71.4%



Item 13. Certain Relationships and Related Transactions, and Director Independence



Currently, there are no contemplated transactions that the Company may enter into with our officers, directors or affiliates. If any such transactions are contemplated we will file such disclosure in a timely manner with the Commission on the proper form making such transaction available for the public to view.  


The Company has no formal written employment agreement or other contracts with our current officer and director and there is no assurance that the services to be provided by him will be available



22




for any specific length of time in the future.  Mr. MacDow anticipates devoting at a minimum of ten to fifteen percent of his available time to the Company’s affairs.  The amounts of compensation and other terms of any full time employment arrangements would be determined, if and when, such arrangements become necessary.



Item 14.   Principal Accountant Fees and Services.


For the fiscal year ended April 30, 2012 and 2011 we incurred approximately $10,000 and $10,000 in fees to our principal independent accountants for professional services rendered in connection with the audit of financial statements.


During the fiscal year ended April 30, 2012 and 2011, we did not incur any other fees for professional services rendered by our principal independent accountants for all other non-audit services which may include, but not limited to, tax related services, actuarial services or valuation services.



PART IV


Item 15. Exhibits


23.1

Consent of PLS CPA, 4725 Mercury Street #210, San Diego, California, 92111


31.1

Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer


31.2

Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer *


32.1

Section 1350 Certification of Chief Executive Officer


32.2

Section 1350 Certification of Chief Financial Officer **


101.INS***

XBRL Instance Document


101.SCH***

XBRL Taxonomy Extension Schema


101.CAL***

XBRL Taxonomy Extension Calculation Linkbase


101.DEF***

XBRL Taxonomy Extension Definition Linkbase


101.LAB***

XBRL Taxonomy Extension Label Linkbase


101.PRE***

XBRL Taxonomy Extension Presentation Linkbase


*     Included in Exhibit 31.1

**    Included in Exhibit 32.1

***

Includes the following materials contained in this Annual Report on Form 10-K for the fiscal year ended April 30, 2012 formatted in XBRL (eXtensible Business Reporting Language): (i) the Balance Sheets, (ii) the Statements of Operations, (iii) the Statements of Changes in Equity, (iv) the Statements of Cash Flows, and (v) Notes to Financial Statements.


                                   




23




SIGNATURES


In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



Vacation Home Swap, Inc.



BY:      /s/ Donald MacDow

 ----------------------------------

Donald MacDow

President, Secretary Treasurer, Principal Executive Officer,

Principal Financial Officer and Director


Dated:  July 12, 2012



24