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EX-32.01 - EXHIBIT 32.01 SECTION 906 CERTIFICATION - SEVILLE VENTURES CORPf10q043013_ex32z01.htm
EX-31.02 - EXHIBIT 31.02 SECTION 302 CERTIFICATION - SEVILLE VENTURES CORPf10q043013_ex31z02.htm
EX-31.01 - EXHIBIT 31.01 SECTION 302 CERTIFICATION - SEVILLE VENTURES CORPf10q043013_ex31z01.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 


FORM 10-Q


  X . QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended April 30, 2013


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


For the transition period from ______ to _______


Commission File Number 333-176048


Seville Ventures Corp.

(Exact name of registrant as specified in its charter)


Nevada

 

45-898808

(State of incorporation)

  

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


5480 North River Road

Byron IL 61010

(Address of principal executive offices)


Phone:  (847) 599-6000

(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

      . (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      .


As of June 11, 2013, there were 5,642,870 shares of the registrant’s $.001 par value Common Stock issued and outstanding.





SEVILLE VENTURES CORP


TABLE OF CONTENTS 



 

 

Page

 

 

 

PART I.

FINANCIAL INFORMATION

 

 

 

 

ITEM 1.

FINANCIAL STATEMENTS

3

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

10

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

14

ITEM 4.

CONTROLS AND PROCEDURES

14

 

 

 

PART II.

OTHER INFORMATION

 

 

 

 

ITEM 1.

LEGAL PROCEEDINGS

15

ITEM 1A.

RISK FACTORS

15

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

15

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

15

ITEM 4.

MINE SAFETY DISCLOSURES

15

ITEM 5.

OTHER INFORMATION

15

ITEM 6.

EXHIBITS

15





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 Bahamas Concierge, 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, or" the "Company," refers to Seville Ventures corp..




2




PART I - FINANCIAL INFORMATION


ITEM 1.

FINANCIAL STATEMENTS






SEVILLE VENTURES CORP.

(A Development Stage Company)


Condensed Financial Statements


For the period ended April 30, 2013 (unaudited) and October 31, 2012








Condensed Balance Sheets (unaudited)

4

 

 

Condensed Statements of Operations (unaudited)

5

 

 

Condensed Statements of Cash Flows (unaudited)

6

 

 

Notes to the Condensed Financial Statements (unaudited)

7





3




SEVILLE VENTURES CORP.

(A Development Stage Company)

Condensed Balance Sheets

(unaudited)



 

April 30,

2013

$

October 31,

2012

$

 

 

 

ASSETS

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash

 28,696

 44,046

 

 

 

Total Assets

 28,696

 44,046

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts payable and accrued liabilities

 65,652

 59,417

Notes payable

 20,000

 20,000

Due to related parties

 1,500

 1,500

 

 

 

Total Liabilities

 87,152

 80,917

 

 

 

 

 

 

Stockholders’ Deficit

 

 

 

 

 

Preferred stock, 10,000,000 shares authorized, $0.001 par value;

nil shares issued and outstanding

 –

 –

 

 

 

Common stock, 250,000,000 shares authorized, $0.001 par value;

5,642,870 shares issued and outstanding

 5,643

 5,643

 

 

 

Additional paid-in capital

 39,357

 39,357

 

 

 

Deficit accumulated during the development stage

 (103,456)

 (81,871)

 

 

 

Total Stockholders’ Deficit

 (58,456)

 (36,871)

 

 

 

Total Liabilities and Stockholders’ Deficit

 28,696

 44,046


(The accompanying notes are an integral part of these condensed financial statements)




4




SEVILLE VENTURES CORP.

(A Development Stage Company)

Condensed Statements of Operations

(unaudited)



 

For the three

months ended

April 30,

2013

$

For the three

months ended

April 30,

2012

$

For the six

months ended

April 30,

2013

$

For the six

months ended

April 30,

2012

$

For the Period

from February

14, 2011 (date

of inception) to

January 31, 2013

$

 






Revenues

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

General and administrative

520

2,090

1,893

2,115

15,837

Professional fees

9,100

7,600

18,700

25,900

84,800

 

 

 

 

 

 

   Total Operating Expenses

9,620

9,690

20,593

28,015

100,637

 

 

 

 

 

 

Loss from operations

(9,620)

(9,690)

(20,593)

(28,015)

(100,637)

 

 

 

 

 

 

Other Expenses

 

 

 

 

 

 

 

 

 

 

 

    Interest expense

(488)

(246)

(992)

(498)

(2,819)

 

 

 

 

 

 

Total other expenses

(488)

(246)

(992)

(498)

(2,819)

 

 

 

 

 

 

Net Loss

(10,108)

(9,936)

(21,585)

(28,513)

(103,456)


Net Loss per Share – Basic and Diluted

(0.00)

(0.00)

(0.00)

(0.01)

 


Weighted Average Shares Outstanding –

Basic and Diluted

5,642,870

5,000,000

5,642,870

5,000,000

 

 

 

 

 

 

 


(The accompanying notes are an integral part of these condensed financial statements)




5




SEVILLE VENTURES CORP.

(A Development Stage Company)

Condensed Statements of Cash Flows



 

For the six

months ended

April 30,

2013

$

For the six

months ended

April 30,

2012

$

For the period

from February 14,

2011 (date of

inception) to

April 30,

2013

$

 

 

 

 

Operating Activities

 

 

 

 

 

 

 

Net loss for the period

 (21,585)

 (28,513)

 (103,456)

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

Accounts payable and accrued liabilities

 6,235

 23,838

 65,652

Due to related parties

 –

 –

 1,500

 

 

 

 

Net cash used in operating activities

 (15,350)

 (4,675)

 (36,304)


 

 

 

Financing Activities

 

 

 

 

 

 

 

Proceeds from note payable

 –

 –

 20,000

Proceeds from issuance of common shares

 –

 –

 45,000

 

 

 

 

Net cash provided by financing activities

 –

 –

 65,000

 

 

 

 

Change in cash

 (15,350)

 (4,675)

 28,696

 

 

 

 

Cash, beginning of period

 44,046

 4,946

 –

 

 

 

 

Cash, end of period

 28,696

 271

 28,696

 

 

 

 

Non-cash investing and financing activities:

 

 

 

 

 

 

 

Issuance of founders’ shares

 –

 –

 5,000

 

 

 

 

Supplemental disclosures:

 

 

 

 

 

 

 

Interest paid

 –

 –

 –

Income taxes paid

 –

 –

 –

 

 

 

 


(The accompanying notes are an integral part of these condensed financial statements)




6




SEVILLE VENTURES CORP.

(A Development Stage Company)

Notes to the Condensed Financial Statements


1.

Nature of Operations and Continuance of Business


Seville Ventures Corp. (the “Company”) was incorporated in the State of Nevada on February 14, 2011. The Company is a Development Stage Company, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, Development Stage Entities.


These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated significant revenues since inception and is unlikely to generate significant revenue or earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at April 30, 2013, the Company has not generated revenues and has accumulated losses totaling $103,456 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.


The Company currently has no significant revenues and must rely on the debt and/or equity financing to fund operations. The Company will require significant additional financings in order to pursue exploration of any properties acquired. There is no assurance that the Company will be able to obtain the necessary financings to complete its objectives.


2.

Summary of Significant Accounting Policies


a)

Basis of Presentation


These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Company’s fiscal year end is October 31.  


The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at April 30, 2013, and for all periods presented herein, have been made.


Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s October 31, 2012 audited financial statements.


b)

Use of Estimates


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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.




7




SEVILLE VENTURES CORP.

(A Development Stage Company)

Notes to the Condensed Financial Statements


2.

Summary of Significant Accounting Policies (continued)


c)

Cash and Cash Equivalents


The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.  As at April 30, 2013, there were no cash equivalents.  


d)

Financial Instruments


Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:


Level 1


Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.


Level 2


Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.


Level 3


Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.


The Company’s financial instruments consist principally of cash, accounts payable, and accrued liabilities.  Pursuant to ASC 820, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.


e)

Loss per Share


The Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. There were no potentially dilutive common stock equivalents as of April 30, 2013.


f)

Comprehensive Income


ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at April 30, 2013 and October 31, 2012, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.



8




SEVILLE VENTURES CORP.

(A Development Stage Company)

Notes to the Condensed Financial Statements


2.

Summary of Significant Accounting Policies (continued)


g)

Foreign Currency Translation


Transactions in foreign currencies are translated into the currency of measurement at the exchange rates in effect on the transaction date. Monetary balance sheet items expressed in foreign currencies are translated into United States dollars at the exchange rates in effect at the balance sheet date. The resulting exchange gains and losses are recognized in income.


h)

Stock-based Compensation


The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.


i)

Recent Accounting Pronouncements


The Company has implemented all new accounting pronouncements that are in effect.  These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.


3.

Note Payable


On June 15, 2011, the Company issued a note payable to a non-related party for $10,000. On May 23, 2012, the Company issued another note payable to a non-related party for $10,000.  The amount owing is unsecured, due interest at 10% per annum and due on demand.  As at April 30, 2013, the Company recorded accrued interest of $2,819 (October 31, 2012 - $1,827), which is recorded in accounts payable and accrued liabilities.


4.

Related Party Transactions


At January 31, 2013, the Company owed $1,500 (October 31, 2012 - $1,500) to the President and Director of the Company for funding of general operations.  The amounts owing are unsecured, non-interest bearing, and are due on demand.  


5.

Subsequent Events


In accordance with ASC 855, we have evaluated subsequent events through the date of issuance of the financial statements, and did not have any material recognizable subsequent events.




9




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.


Company Overview


The Company was incorporated in the State of Nevada on February 14, 2011 and is currently headquartered in Byron, Illinois. Initially, we intend to provide specialized luxury vacation packages for those discriminating consumers looking for a unique experience. Our initial target market will be the country of Spain. However, as our company grows, we plan to offer luxury vacation packages throughout Europe. Through our first website currently accessible at www.MySpanishGetaway.com, travelers will be able to research, plan, and book seven different luxury vacations in different cities and/or regions throughout Spain, and each vacation will include round-trip first class airfare, 5-star accommodations, Michelin-starred restaurants, luxurious sightseeing tours or entertainment and other unique features. Initially, the features of the luxury vacations will be pre-selected by the Company, but our vacation packages will also be customizable, upon request, to meet the needs of the most discriminating traveler. The long-term goal of the Company is to establish itself as an internationally recognized provider of top-of-the-line luxury travel.


Within the growing travel industry, the Company will focus on the niche market of luxury travel, foremost in Spain and as the Company begins to expand, throughout Europe.  Our intended clients will be individuals, couples and groups of moderate to high net worth, who travel for leisure at least once per year.  We will initially target American travelers, but as we expand, we will target a broader range of travelers outside of the United States.  Seeking the ultimate luxury travel experience, our target clients will demand the finest quality travel and lodging accommodations, entertainment and other luxury features accompanied by a superior level of service. The Company seeks to distinguish itself in the luxury travel market and to be recognized for its exceptional service, professionalism, comprehensiveness, and client satisfaction.


The Company will strive to gain a competitive advantage in the luxury vacation market by offering hand-selected, elite vacation packages to potential clients and by interacting one-on-one with these clients to assist them with various aspects of their vacations from the beginning planning stage through the completion of their trips.  Further, the Company plans to cultivate this competitive edge by developing close relationships with airlines, hotels, restaurants, tour companies and other businesses whose products and services we intend to include in our vacation packages, in order to develop mutually beneficial relationships whereby the Company will feature these businesses in our luxury vacation packages in exchange for certain benefits, such as exclusive offers or deals that the Company can then offer to our potential clients.  Above all, we will strive to ensure that clients are worry-free and fully satisfied before, during and after their trip.  As of the date of this filing, we are in the development stage and are working to implement our business plan; accordingly, we have not acquired a client base.


Our sole officer and director has only recently become interested in creating a travel service company and does not have any professional training or technical credentials in the development of such a company or the development of an interactive website that offers such services.  Nevertheless, Mr. Hall has prior experience in website design and management, and is committed to devote approximately 15 to 20 hours per week to the Company.  He will be in charge of supervising development projects that we carry out including supervision of any consultants, marketing agents, employees or website developers that we may engage to assist in carrying out the Company’s plan of operations.


We intend to retain qualified personnel on a contract basis to help us fine-tune the details of the luxury vacation packages that we intend to sell, to identify additional features to include in our packages, to help expand and maintain our current and future websites, to provide customer support to our future clients, to market our future products and services, and much more.  To date, we do not have any verbal or written agreements regarding the retention of any qualified personnel to assist us with our business development activities.



10




Business Activities


 Since inception, our business activities have consisted of the incorporation of our company in the State of Nevada, the organization of our business, and the development of our proposed business plan.  We are a development stage company and have spent the majority of our time refining our business plan.  We have identified and contacted several hotels, restaurants, airlines, tour companies and more that we intend to feature in our luxury vacation packages to discuss our proposed business plan and the costs associated with including their products and services in our proposed vacation packages.  As of the date of this filing, we have not entered into any negotiations or contracts with these companies. During this early development stage, we have secured the domain name for our first website located at www.MySpanishGetaway.com, which we hope will eventually become a reputable name and a valuable resource to our future clients.  As part of our growth strategy to offer luxury vacation packages throughout Europe, we have also secured multiple domain names for future websites that we intend to launch, including: www.MyEuropeanGetaway.com; www.MyItalianGetaway.com; www.MyBritishGetaway.com; and www.MyGreekGetaway.com. Eventually, we intend to have www.MyEuropeanGetaway.com be our main domain under which all other domains will be linked.


Plan of Operations


We will develop our business so that when the Offering is complete, we will be ready to proceed with our plan of operations.  After the completion of this Offering, if the maximum amount of funds is generated, after deducting offering expenses, we believe that we will have enough proceeds to fund our plan of operations for up to twelve months.  If 75%, 50%, 35% or 20% of the offered shares are sold under this Offering, after deducting offering expenses, we believe that we will have enough proceeds to fund our plan of operations for up to nine, six, four and three months, respectively. Our business operations will be divided into the following core functions to address the needs of our intended clients.


Product Launch and Website Development.  The first step in realizing our business plan is to make our proposed vacations available for purchase through our website, www.MySpanishGetaway.com.  Currently, our website is accessible online, however, our proposed vacations are not yet available for purchase online.  We intend to contract a website developer to enhance our existing website to allow a potential client to choose a travel package, select different travel options or package features, compare options, interact with the Company and design a customized vacation.  Additionally, the website developer will integrate an e-commerce platform into our website so that the Company is able to securely accept credit card payments, bank transfers, PayPal, and other online payments.  The e-commerce platform will incorporate encryption and authentication technology to provide the security and authentication necessary to securely transmit confidential information over the Internet.  Further, the website developer will build a highly structured back-end to our website to allow us to store details about clients and businesses that we intend to work with, analyze and organize information and data, optimize the performance of our website and more.  The website developer that we intend to hire will not be retained to diagnose or correct any technical problems, delays or disruptions we may encounter with our current or future websites.  Accordingly, we would need to consult outside technicians to correct any problems we may experience, which would cause the Company to incur additional costs.  To date, the Company has not yet retained a website developer.


Sales Representative.  Initially, our sole officer and director will be responsible for arranging the details involved in each vacation package, including booking airfare, reserving the luxury hotel suites and dinner reservations, arranging the tours and other entertainment, and preparing detailed itineraries.  However, as the Company expands, the Company intends to hire a sales representative to perform these duties.  The sales representative will also be responsible for actively establishing relationships with the airlines, hotels, restaurants, and other businesses whose products or services will be included in our vacation packages.  Based on the feedback that we will receive from past clients who purchased our vacation packages, if we determine that the features of our vacation packages are not of the highest quality or to the full satisfaction of the clients, the sales representative will search for alternative products or services to include in our vacation packages.  As of the date of this filing, we have not yet retained a sales representative.  We intend to hire a sales representative who is bilingual in both English and Spanish to facilitate making travel arrangements in Spain, assist clients with any language barriers they may encounter in their travels and, if and when we expand our business, to better market our products and services to more diverse clients.


Marketing. We believe that we can build a trusted and recognizable brand through our luxury vacation packages and high quality services.  After we begin to offer our vacation packages for sale online through our first website, we plan to hire a professional marketing firm to initiate and manage each objective of our marketing strategy as set forth herein and to advertise our brand throughout the United States and eventually overseas. Once we have initiated our marketing plan through a marketing firm, we believe that a substantial portion of our clients will be acquired through word-of-mouth. Raising awareness of our brand will be an ongoing process as we try to establish our company, expand our services and products, increase our clients and grow to new markets.  As of the date of this filing, we have not yet retained a marketing firm to initiate our marketing strategy.



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Customer Service Representative.  Following the initiation of our marketing strategy, we intend to hire a customer service representative to assist clients with their travel needs before, during and after their vacation getaways.  The customer service representative will provide services such as assisting clients with obtaining passports, travelers insurance policies from an established insurance company or other travel needs; mailing guidebooks and itineraries to clients before they depart; and providing detailed information regarding the places, hotels and restaurants that they will be visiting and more.  Further, the customer service representative will be available to our clients during their vacations via a toll-free telephone number or via e-mail to assist clients with any problems that they may encounter, to make alternative arrangements if necessary, and generally assist the clients with what they may need or desire.  The customer service representative will also contact the clients after they have returned from their trips to obtain feedback about their experiences in Spain and satisfaction with the Company’s services.  Further, the representative will be responsible for collecting and organizing the feedback and comments sent to the Company through its website(s).  We intend to hire a customer service representative who is bilingual in both English and Spanish to better serve the needs of our proposed clientele traveling to Spain.


Ongoing Website Development and Maintenance.  We plan to devote a significant portion of our resources, if any, to the continued development and maintenance of our current and future websites to ensure high levels of performance and advanced security.  We further intend to devote a large portion of our resources to the development of advanced, interactive features on our current and future websites to improve the experience we offer to potential clients.  We intend to employ an information technology team that will focus on the design and development of new features, maintenance of our website(s) and enhancement of our internal operational system.  


Our goal is to allow our future clients to be able to search our website(s) for flights, hotels, restaurants and more based on their preferences, ratings, amenities, location, etc. and to easily customize their vacation packages through a user-friendly interface.  We believe that as we make improvements in and advancements to our website(s), we will reduce our reliance on sales representatives to provide similar services.  Additionally, we intend to further develop our website(s) to increase the interactivity between clients and the Company through live chat customer service and the creation of an online blog where potential and past clients can asks questions to the Company or other visitors to our websites, learn more about the Company, submit testimonials on their experiences with the Company, post reviews of the hotels, restaurants and tours that are included in our packages and more. Further, we intend to create a mobile website and a downloadable application for smartphones and tablets, to allow potential clients to view and purchase our products and services from their wireless mobile devices.


Expand Our Service and Product Portfolio.  We believe that expanding our product and service offerings will be an important means of acquiring clients, as the diversity of our products and services will attract more clients to our current and future websites.  We intend to expand our products and services as we begin to acquire a steady flow of clients by providing more options to clients regarding the hotels, restaurants, and activities that are available to them as part of their vacation packages.  In anticipation of the launch of our future websites, we will seek new package features throughout Europe to include in our future vacation packages.  We also plan to offer a variety of “themed” packages in Spain and throughout Europe including honeymoon, adventure, family, romantic and other themed packages.  Further, we intend to add more features to include in our packages (for additional fees) such as rental cars, golf lessons, and spa treatments.  We believe that giving clients more options will add that personal touch to each vacation package. At the same time, we will only expand our product and service offerings to include those businesses whose products and/or services we believe are of the highest quality.  


Expand Our Targeted Clientele. Initially, our target clientele will be American individuals, couples and groups of moderate to high net worth, who travel for leisure at least once per year, and who are seeking the ultimate luxury vacation.  As the Company grows, we will focus on expanding our targeted clientele to include travelers worldwide, while still maintaining our focus on people of moderate to high net worth seeking a luxury vacation package.  If and when our clientele begins to expand, we will need to increase the number of sales and customer services representatives that we hire to assist additional clients with their travel arrangements.  


Expand into New Geographic Markets.  We will expand our business to new geographic markets outside of Spain, including Italy, Great Britain, Greece and throughout Europe, if the Company is able to generate profits from our current website located at www.MySpanishGetaway.com  and the Company decides, in its sole discretion, that its current operations can support such expansion. To that end, we have secured the domain names for our anticipated future websites located at www.MyItalianGetaway.com, www.MyBritishGetaway.com, www.MyGreekGetaway.com, and www.MyEuropeanGetaway.com. We intend to have www.MyEuropeanGetaway.com be our main domain under which all other domains will be linked.  The current structure that we have developed for www.MySpanishGetaway.com would be replicated for the other future websites.  Expansion into new geographic markets will require the Company to hire additional sales and customer service representatives to handle an increased volume of clients.  



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Pursue Selective Strategic Partnerships and Acquisitions. In addition to growing our business organically, we may also pursue strategic acquisitions or partnerships in the United States or abroad with companies similar to us or with airlines, hotels, restaurants, or other businesses whose products and services we include or intend to include in our vacation packages.  We believe that the benefit of entering into these relationships would be to complement our product and service offerings, establish and/or strengthen our presence in our targeted overseas markets, provide us with localized management abroad and give us access to clients, hotels, restaurants and other businesses that we may not otherwise reach.  If we are able to further enhance our website and technological capabilities, we believe we will be able to successfully and cost-effectively integrate partners or new companies into our business.


RESULTS OF OPERATIONS:


Results of Operations


For the three months ended April 30, 2013, the Company incurred operating expenses of $9,620 compared with $9,690 for the three months ended April 30, 2012.  The decrease in operating expenses were attributed to a decrease in general and administrative expense of $1,570 for lower overhead costs and transfer agent fees offset by an increase in professional fees of $1,500 relating to additional services incurred for accounting and audit services.  


For the six months ended April 30, 2013, the Company incurred operating expenses of $20,593 compared with $28,015 for the six months ended April 30, 2012.  The decrease in operating expenses were attributed to a decrease of $7,200 in professional fees as the Company incurred costs relating to the SEC registration process in the prior year.  


During the six month period ended April 30, 2013, the Company incurred a net loss of $21,585 compared with $28,513 for the six month period ended April 30, 2012.   In addition to operating expenses, the Company incurred $992 in interest expense for the six month period ended April 30, 2013 compared to $498 for the six month period ended April 30, 2012 relating to the $20,000 note payable which is unsecured, due interest at 10% per annum, and due on demand.  


Liquidity and Capital Resources


As at April 30, 2013, the Company had cash and assets of $28,696 compared with $44,046 as at April 30, 2012.  The decrease in cash and total assets were attributed to the Company’s use of cash proceeds during the period as the Company did not raise any new proceeds from financing during the period ended April 30, 2013.  


As at April 30, 2013, the Company had total liabilities of $87,152 compared with $80,917 as at April 30, 2012. The increase in total liabilities was attributed to an increase of accounts payable and accrued liabilities of $6,235 due to lack of sufficient cash flow to repay outstanding general and administrative costs and professional fees.  


Cashflow from Operating Activities


During the six months ended April 30, 2013, the Company used $15,350 of cash for operating activities compared with $4,675 for the period ended April 30, 2012.  The increase in the cash use for operating activities was due to expenditures incurred paying professional fees incurred by the Company, as the Company had sufficient financing raised from previous periods to remit costs as they became due.    


Cash from Investing Activities


From February 14, 2011 (date of inception) to April 30, 2013, the Company did not have any investing activities.  


Cash from Financing Activities


During the six months ended April 30, 2013 and 2012, the Company did not have any financing activities.    


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.



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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 audited 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


The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of 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 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 January 31, 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.

 

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.




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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


1.

Quarterly Issuances:


During the quarter, we did not issue any unregistered securities other than as previously disclosed.


2.

Subsequent Issuances:


Subsequent to the quarter, we did not issue any unregistered securities other than as previously disclosed.


ITEM 3.

DEFAULTS UPON SENIOR SECURITIES


None.


ITEM 4.  

MINE SAFETY DISCLOSURES


Not Applicable.


ITEM 5.

OTHER INFORMATION


None.


ITEM 6.

EXHIBITS


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.


*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.




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SIGNATURES


In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



SEVILLE VENTURES CORP.


Dated:  June 13, 2013


/s/ Kevin Hall

By: Kevin Hall

Its:  President and CEO



In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.



Dated:  June 13, 2013


/s/ Kevin Hall

By:  Kevin Hall

Its:  Director




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