SUNVESTA, INC. - FORM 10-Q

Attached files

file	filename
EX-32 - SUNVESTA CERT - SUNVESTA, INC.	exhibit32.htm
EX-31 - SUNVESTA CERT - SUNVESTA, INC.	exhibit31.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF

1934 for the quarterly period ended March 31, 2016.

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF

1934 for the transition period from

Commission file number: 000-28731

SUNVESTA, INC.

(Exact name of registrant as specified in its charter)

Florida

98-0211356

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

Seestrasse 97, Oberrieden, Switzerland CH-8942

(Address of principal executive offices) (Zip Code)

011 41 43 388 40 60

(Registrant’s telephone number, including area code)

n/a

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or

15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that

the registrant was required to file such reports), and (2) has been subject to such filing requirements for the

past 90 days. Yes þ No o

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 þNo o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated

filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and

“smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company þ

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

Act). Yes o No þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest

practicable date. The number of shares outstanding of the issuer’s common stock, $0.01 par value (the only

class of voting stock), at June 15, 2016, was 95,941,603.

TABLE OF CONTENTS

PART 1- FINANCIAL INFORMATION

Item1.

Financial Statements:

Consolidated Balance Sheets as of March 31, 2016 (unaudited) and December 31,

2015

Unaudited Consolidated Statements of Comprehensive Loss (unaudited) for the

three months ended March 31, 2016 and March 31, 2015

Unaudited Consolidated Statements of Stockholders’ Equity (Deficit) for the three

months ended March 31, 2016

Unaudited Consolidated Statements of Cash Flows (unaudited) for the three months

ended March 31, 2016 and March 31, 2015 and cumulative amounts

Notes to Unaudited Consolidated Financial Statements

Item 2.

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

Operations

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Item 4.

Controls and Procedures

PART II-OTHER INFORMATION

Item 1.

Legal Proceedings

Item 1A.

Risk Factors

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.

Defaults Upon Senior Securities

Item 4.

Mine Safety Disclosures

Other Information

Exhibits

PART I – FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

As used herein, the terms “Company,” “we,” “our,” and “us” refer to SunVesta, Inc., a Florida

corporation, and its predecessors and subsidiaries, unless otherwise indicated. In the opinion of

management, the accompanying unaudited, consolidated financial statements included in this Form 10-Q

reflect all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of

the results of operations for the periods presented. The results of operations for the periods presented are

not necessarily indicative of the results to be expected for the full year.

SUNVESTA, INC.

CONSOLIDATED BALANCE SHEETS

March 31, 2016

December 31, 2015

(Unaudited)

Assets

Current assets

Cash and cash equivalents

206,678

111,830

Receivable from related parties

17,951

19,945

Other assets

442,062

158,574

Total current assets

666,691

290,349

Non-current assets

Property and equipment - net

62,504,899

61,271,424

Deposits related to construction work

642,397

798,874

Notes receivable

280,242

Down payment for property and equipment

2,981,439

2,972,083

Restricted cash

1,688,434

1,684,467

Total non-current assets

68,097,411

67,007,090

Total assets

68,764,102

67,297,439

Liabilities and stockholders' deficit

Current liabilities

Bank liabilities

179,313

Accounts payable

7,855,443

8,048,608

Accrued expenses

11,608,001

7,831,247

Note payable

2,736,293

2,736,912

Notes payable to related parties

777,377

1,130,978

EUR-Bond

8,783,680

8,347,717

Total current liabilities

31,760,794

28,274,775

Non-current liabilities

Convertible CHF-Bond

29,122,971

25,866,148

Liability related to conversion feature

7,370,936

6,976,322

Notes payable to related parties

50,928,320

47,198,362

Other long term debts

27,105

36,140

Pension liabilities

217,202

210,680

Total non-current liabilities

87,666,534

80,287,652

Total liabilities

119,427,328

108,562,427

Stockholders' deficit

Preferred stock, $0.01 par value; 50,000,000 shares

authorized, no shares issued and outstanding

Common stock, $0.01 par value; 200,000,000 shares

authorized; 95,941,603 shares issued and outstanding

959,416

Additional paid-in capital

23,531,273

23,403,438

Accumulated other comprehensive income / (loss)

(166,602)

1,778,961

Accumulated deficit

(74,987,313)

(67,406,803)

Total stockholders' deficit

(50,663,226)

(41,264,988)

Total liabilities and stockholders' deficit

68,764,102

67,297,439

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

SUNVESTA, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

Three months ended March 31,

2016

2015

(Unaudited)

Revenues

Revenues, net

Cost of revenues

Gross profit

Operating expenses

General and administrative expenses

(6,072,970)

(1,856,467)

Total operating expenses

(6,072,970)

(1,856,467)

Loss from operations

(6,072,970)

(1,856,467)

Other income / - expenses

Interest income

12,123

6,784

Interest expense

(1,372,638)

(1,775,115)

Amortization of debt issuance costs and

commissions

(349,159)

(446,204)

Change in Fair Value of Conversion

408,697

Feature

Exchange differences

(169,951)

463,442

Other income / - expenses

(36,612)

(25,641)

Total other income / - expenses

(1,507,540)

(1,330,530)

Loss before income taxes

(7,580,510)

(3,186,997)

Income Taxes

(1,151)

Net loss

(7,580,510)

(3,188,148)

Comprehensive income /(loss)

Foreign currency translation

(1,945,563)

(1,050,205)

Comprehensive income / (loss)

(9,526,073)

(4,238,353)

Loss per common share

Basic and diluted

(0.08)

(0.03)

Weighted average common shares

Basic and diluted

98,506,438

92,607,159

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

SUNVESTA, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

Common

Additional

Accumulated

Treasury

Total

Stock

Paid in

Other

deficit

Stock

Stockholders’

Capital

Comprehensive

Equity

Income (Loss)

(Deficit)

December 31, 2015

959,416 $

23,403,438 $

1,778,961 $

(67,406,803) $

- $

(41,264,988)

Net loss

(7,580,510)

Translation

(1,945,563)

adjustments

Stock based

127,835

compensation expense

March 31, 2016

959,416 $

23,531,273 $

(166,602) $

(74,987,313) $

- $

(50,663,226)

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

SUNVESTA, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

January 1 to

March 31, 2016

March 31, 2015

Unaudited

Cash flows from operating activities

Net loss

(7,580,510)

(3,188,148)

Adjustments to reconcile net loss to net cash

Depreciation and amortization

16,513

16,802

Amortization of debt issuance cost and commissions

349,159

446,204

Unrealized exchange differences

108,344

(551,593)

Stock compensation expense

127,835

243,904

Change in Fair Value of Conversion Feature, net

173,143

- Increase / decrease in:

Other current assets

601,426

11,590

Accounts payable

(328,072)

(771,197)

Accrued expenses

5,603,355

1,322,708

Net cash used in operating activities

(928,807)

(2,469,730)

Cash flows from investing activities

Receivables from related parties

1,994

Purchase of property and equipment

(1,247,923)

(765,999)

Deposits related to construction

(641,818)

3,311

Down payments for property and equipment

(101,945)

Restricted cash

Net cash used in investing activities

(1,887,727)

(862,623)

Cash flows from financing activities

Decrease in bank liabilities

(179,313)

(153,375)

Proceeds from notes payable related parties

2,192,216

1,294,163

Repayment of notes payable related parties

(1,230,691)

Proceeds from bond issuance, net of commissions and debt issuance

costs

2,156,758

2,404,088

Changes in other debt

(33,838)

(119,601)

Net cash provided by financing activities

2,905,132

3,425,275

Effect of exchange rate changes

6,250

(824)

Net increase / - decrease in cash

(94,848)

(92,098)

Cash and cash equivalents, beginning of period

111,830

14,347

Cash and cash equivalents, end of period

206,678

106,445

Additional information

Capitalized interest and debt issuance costs for construction (non-cash)

883,000

765,000

Repayment of Specogna Holding AG loan by Aires

707,428

Interest paid

160,000

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

SUNVESTA, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2016

CORPORATE INFORMATION

On August 27, 2007, SunVesta Inc. (“SunVesta”) acquired SunVesta Holding AG (“SunVesta

AG”) (collectively “the Company”). SunVesta AG holds five wholly-owned subsidiaries:

SunVesta Projects and Management AG, a Swiss company; Rich Land Investments Limitada,

a Costa Rican company (“Rich Land”); SunVesta Costa Rica Limitada, a Costa Rican

company (“SVCR”), Altos del Risco SA, a Costa Rican company (“AdR”) and SunVesta

Holding España SL (“España”), a Spanish company.

In January 2005, the Company changed its business focus to the development of holiday

resorts and investments in the hospitality and related industry. The Company has one major

project in Costa Rica. Planning for this project has been fully completed, all consents have

been granted, and excavation work began in March 2013. The Company is still in process of

securing financing for the project and has not realized revenue to date. Since the financing of

the project is not complete, the Company’s activities are subject to significant risks and

uncertainties.

These consolidated financial statements are prepared in US Dollars on the basis of generally

accepted accounting principles in the United States of America (“US GAAP”).

The accompanying unaudited interim consolidated financial statements have been prepared by

management in accordance with the instructions in Form 10-Q and, therefore, do not include

all information and footnotes required by generally accepted accounting principles and

should, therefore, be read in conjunction with the Company’s Form 10-K, for the year ended

December 31, 2015, filed with the Securities and Exchange Commission. These statements do

include all normal recurring adjustments which the Company believes necessary for a fair

presentation of the statements. The interim results of operations are not necessarily indicative

of the results to be expected for the full year ended December 31, 2016.

Except as indicated in the notes below, there have been no other material changes in the

information disclosed in the notes to the financial statements included in the Company’s Form

10-K for the year ended December 31, 2015, filed with the Securities and Exchange

Commission.

SUNVESTA, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2016

SIGNIFICANT ACCOUNTING POLICIES

New accounting standard updates – not adopted yet

In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting

Standards Update 2016-02, Leases (Topic 842). The standard requires the recognition of lease

assets and lease liabilities by lessees for those leases classified as operating leases. Leases will

be classified as either finance or operating, with classification affecting the pattern of expense

recognition. The standard requires lessors to classify leases as either sales-type, finance or

operating. A sales-type lease occurs if the lessor transfers all of the risks and rewards, as well

as control of the underlying asset, to the lessee. If risks and rewards are conveyed without the

transfer of control, the lease is treated as a financing lease. If the lessor does not convey risks

and rewards or control, an operating lease results. The standard will become effective for the

Company beginning January 1, 2019. The Company is currently assessing the impact

adoption of this standard will have on its consolidated results of operations, financial

condition, cash flows, and financial statement disclosures.

In August 2014, the Financial Accounting Standards Board (FASB) issued Accounting

Standards Updates (ASU) 2014-15 requiring an entity’s management to evaluate whether

there are conditions or events, considered in aggregate, that raise substantial doubt about

entity’s ability to continue as a going concern within one year after the date that the financial

statements are issued (or within one year after the date that the financial statements are

available to be issued when applicable). The amendments to (ASU) 2014-15 are effective for

the annual period ending after December 15, 2016, and for annual periods and interim periods

thereafter. Early application is permitted. The Company is in the process of evaluating the

prospective impact that (ASU) 2014-15 will have on its balance sheet.

New accounting standard updates - adopted

In April 2015, the Financial Accounting Standards Board (FASB) issued Accounting

Standards Updates (ASU) 2015-03 which requires that debt issuance costs be reported in the

balance sheet as a direct deduction from the face amount of the related liability, consistent

with the presentation of debt discounts. Prior to the amendments, debt issuance costs were

presented as a deferred charge (i.e., an asset) on the balance sheet. The ASU provides

examples illustrating the balance sheet presentation of notes net of their related discounts and

debt issuance costs. Further, the amendments require the amortization of debt issuance costs

to be reported as interest expense. Similarly, debt issuance costs and any discount or premium

is considered in the aggregate when determining the effective interest rate on the debt. The

amendments are effective for public business entities for fiscal years beginning after

December 15, 2015, and interim periods within those fiscal years. The application of this

ASU resulted in the reclassification of debt issuance cost and the relating amortization.

The Company had unamortized debt issuance costs of $2,916,207 and $2,995,209 as of

March 31, 2016 and December 31, 2015 respectively. The Company reclassified

amortizisation of debt issuance cost and commissions in the amount of $349,159 and

$446,204 to interest expense for the periods ended March 31, 2016 and 2015, respectively.

This ASU was applied retrospectively for all periods presented.

SUNVESTA, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2016

GOING CONCERN

The Company is currently working on building a hotel in the Papagayo Gulf Tourism Project

area of Guanacaste, Costa Rica. The project is expected to open in the fourth quarter of 2018.

Until the completion of the project, the following expenditures are estimated to be incurred:

a. Gross project cost

217,000,000

b. Less: Proceeds from sale of villas

(25,000,000)

c. Net project cost

192,000,000

d. Overhead expenses

20,000,000

e. Total, excluding other potential projects

212,000,000

Sixty percent (60%) of the Net project cost is intended to be financed through the issuance of

secured bonds, for which negotiations have been initiated. The remaining forty percent (40%)

of the net project cost, as well as non-recuperated overhead expenses are intended to be

financed by the main shareholders or lenders of the project, i.e. Zypam Ltd., shareholder and

related entity to Mr. Josef Mettler, Mr. Hans Rigendinger, shareholder, Company Director

and Chief Operating Officer, Dr. Max Rӧssler, controlling shareholder of Aires International

Investment, Inc. and Company Director, Mr. Josef Mettler, shareholder, Company Director,

Chief Executive Officer and Chief Financial Officer.

On July 16, 2012, certain principal shareholders of the Company or principal lenders to the

project entered into a Guaranty Agreement in favor of the Company. The purpose of the

guaranty is to ensure that until financing is secured for the entire project that they will act as

guarantors to creditors to the extent of the project’s ongoing capital requirements. On

September 22, 2015, the signatories to the guaranty formally agreed to maintain the guaranty,

as necessary, until December 31, 2018, after which date the guaranty will expire.

The Guaranty Agreement requires that within 30 days of receiving a demand notice,

requested funds are made available by the guarantors to the Company. Based on this

guaranty, management believes that available funds are sufficient to finance cash flows for

the twelve months subsequent to March 31, 2016 and the filing date, though future anticipated

cash outflows for investing activities continue to depend on the availability of financing.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents are available to the Company without any restriction or limitation

on withdrawal and/or use of these funds. The Company’s cash equivalents are placed with

financial institutions that maintain high credit ratings. The carrying amounts of these assets

approximate their fair value.

Cash & cash

USD ($)

EURO

CHF

AUD

CRC

Total

equivalents

March 31, 2016

December 31, 2015

original currency

4,537

10,678 183,132

-300

9,445

in $

4,537

12,126 190,227

-230

206,678

111,830

USD ($) =

US Dollar

EURO =

Euro

CHF

Swiss Francs

AUD

Australian Dollar

CRC

Costa Rican Colón

SUNVESTA, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2016

RESTRICTED CASH

As of March 31, 2016, the Company has the following restricted cash positions:

March 31,

December 31,

Restricted Cash

2016

2015

Credit Suisse in favor of

BVK Personalvorsorge des Cantons Zurich

132,773

128,805

HSBC in favor of

Costa Rican Tourism Board

370,000

Banco Nacional de Costa Rica in favor of the

Costa Rican Environmental Agency – SETENA

622,311

622,312

Banco National de Costa Rica in favor of the Costa

Rican Tourism Board

563,350

Gross

1,688,434

1,684,467

Restricted cash positions in favor of Costa Rican Tourism Board and Costa Rican

Environmental Agency – SETANA are related to the hotel project in Costa Rica and therefore

their release is not expected before finalization of the corresponding project. Due to this fact

these restricted cash positions have been classified as long term.

The restricted cash position in favor of BVK Personalvorsorge des Cantons Zurich is a rental

deposit related to a long term lease contract for office space. Due to this fact this restricted

cash position is also classified as long term.

NOTE RECEIVABLE

On June 15, 2015, the Company granted REP Caribbean Development Corporation, a third

party, a short term advance in the amount of $250,000. The repayment was due on November

30, 2015, with a fixed interest payment of $5,000. The advance is secured by a non-related

Swiss individual. On December 10, 2015, the advance was increased by $25,000. Including

accrued fixed interest, the overdue amount at March 31, 2016, was approximately $280,000.

Dated April 27, 2016, a related party, QuadEquity Holdings AG signed a commitment to

purchase against cash this note receivable not later than June 30, 2016.

SUNVESTA, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2016

PROPERTY & EQUIPMENT

March 31, 2016

December 31, 2015

Land

19,700,000

IT Equipment

185,846

Other equipment and furniture

278,000

Leasehold improvements

66,617

Vehicles

139,000

Construction in-process

42,660,274

41,412,351

Foreign currency adjustments

14,514

Gross

63,044,251

61,781,814

Less accumulated depreciation

(526,903)

(510,390)

Foreign currency adjustments

(12,449)

Net

62,504,899

61,271,424

Depreciation expenses for the period ended

March 31, 2016 and 2015

16,513

16,802

Property and equipment is comprised primarily of land held in Costa Rica that is currently

being developed for hotels and capitalized project costs in connection with the Papagayo Gulf

Tourism project. The land amounts to $19.7 million comprised of $7 million related to the

concession held by Rich Land (~84,000 m2) and $12.7 million held by AdR (~120,000 m2).

The Rich Land concession is a right to use the property for a specific period of time of

initially 20 years from the date of grant, which thereafter can be renewed at no further cost, if

the landholder is up to date with its obligations and if there is no significant change in

government policies. The current concession initially expired in June 2022.

The AdR concession is also a right to use the property for a specific period of time of initially

30 years from the date of grant, which thereafter can be renewed at no further cost, if the

landholder is up to date with its obligations and if there is no significant change in

government policies. The current concession initially expired in November 2036.

On July 14, 2015 the Consejo del Polo de DesarrolloTuristico Papagayo at ICT (Council of

Papagayo Tourism Development Project), unanimously has approved the extension of both

concessions until 2052.

The construction in process through December 31, 2015 and March 31, 2016, is represented

primarily by architectural work related to the hotel and apartments as well as construction

work.

Deposit related to construction work

For the quarter ended March 31, 2016, the Company made deposits with several contractors

to initiate earth moving groundwork. These deposits will be offset against invoices for such

groundwork as completed. As of March 31, 2016 and December 31, 2015, the Company has

deposits of $642,397 and $798,874 respectively, which have not yet been set off.

SUNVESTA, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2016

DOWN PAYMENTS FOR PROPERTY & EQUIPMENT

March 31, 2016

December 31, 2015

La Punta (neighboring piece of land)

2,669,816

Hotels Engadina

311,624

302,267

Gross

2,981,439

2,972,083

Total (net)

2,981,439

2,972,083

Agreement to purchase neighboring pieces of land

On April 20, 2012, the Company entered into an agreement to purchase two additional

concession properties located at Polo Papagayo, Guanacaste, with a total surface of

approximately 230,000 square meters for $22,895,806, whereof fifty percent was to be paid in

cash and the other fifty percent through a combination of a 10 percent equity share in La

Punta (the concession properties in Polo Papagayo) and five percent in equity of Paradisus

Papagayo Bay Resort & Luxury Villas (currently under development). Both of these

properties are located in Costa Rica. The payment schedule was as follows:

$0.5 million is required as a cash payment by May 16, 2012

$5.0 million is required as a cash payment by August 31, 2012

$5.698 million is required as a cash payment by January 31, 2013

Equity is required to be transferred upon final payment

On November 13, 2012, the above agreement was amended to decrease the total purchase

price to $17.2 million with no equity payments. The terms and conditions of the cash payment

were to be defined. Furthermore, all payments by the Company to date and in the future

became refundable. During the second quarter of 2013, the Company entered into a new,

revised agreement for the purchase of two additional concession properties at Polo Papagayo,

Guanacaste. The original contract as described above was cancelled and replaced by a new

contract, which included the following clauses:

The total purchase price is $17,500,000 of which $1,369,816 has been paid as of date of the new revised

agreement and therefore $16,130,184 is outstanding as per date of the new, revised agreement.

Since the original seller of these two additional concession properties at Polo Papagayo, Guanacaste owes a

third party $8,000,000 the Company has to pay $8,000,000 of the purchase price directly to this third party

instead of the original seller. The remaining $8,130,184 will be paid directly to the original seller of the

concession properties.

The payment schedule for these two additional concession properties at Polo Papagayo Guanacaste is as

hereinafter:

Third Party

$300,000 on May 4, 2013 which was paid on May 3, 2013 and is non-refundable

$1,000,000 on June 30, 2013, which is refundable and $700,000 of this $1,000,000 was paid on October 29,

2013. The remaining $300,000 was paid in 2015.

$1,000,000 on July 31, 2013, which is refundable and has not been paid as of the date of this report.

$1,000,000 on August 31, 2013 which is refundable and has not been paid as of the date of this report.

$1,500,000 on September 30, 2013, which is refundable and has not been paid as of the date of this report.

$1,500,000 on October 31, 2013, which is refundable and has not been paid as of the date of this report.

$1,700,000 on November 30, 2013, which is refundable and has not been paid as of the date of this report.

$8,000,000 in total to Third Party

SUNVESTA, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2016

DOWN PAYMENTS FOR PROPERTY & EQUIPMENT - Continued

Original Seller

$1,000,000 on January 31, 2014 which has not been paid as of the date of this report and is non-refundable.

$1,000,000 on February 28, 2014 which has not been paid as of the date of this report and is non-

refundable.

$1,000,000 on March 31, 2014 which has not been paid as of the date of this report and is non-refundable.

$1,000,000 on April 30, 2014 which has not been paid as of the date of this report and is non-refundable.

$1,000,000 on May 31, 2014 which has not been paid as of the date of this report and is non-refundable.

$1,000,000 on June 30, 2014 which has not been paid as of the date of this report and is non-refundable.

$1,000,000 on July 31, 2014 which has not been paid as of the date of this report and is non-refundable.

$1,130,184 on August 31, 2014 which has not been paid as of the date of this report and is non-refundable.

$8,130,184 in total to Original Seller

The Company had paid down payments on the purchase of these properties of $2,669,816 as

of March 31, 2015, of which $300,000 was paid in refundable payments during the period

ended December 31, 2015 as part of the new, revised agreement noted above totaling

$16,100,000. The Company is in discussions with the Original Seller regarding an extension

of this agreement.

Additionally, a failure to pay will lead to liquidated damages of 5% of any installments paid

toward the purchase price. Should the Company not be successful in obtaining a time

extension for the payment of the purchase price or amendment to the purchase agreement, it

will have to write-off $300,000 of that purchase price paid in 2013 for the new, revised

agreement and 5% of additional damages on the additional $1,000,000 paid for a total of

$50,000, which is not refundable as per contract terms.

The original $1,369,816 was made pursuant to a previous agreement and is not subject to the

5% liquidated damages clause.

Down payment for Purchase Four Hotels in the Canton of Graubünden, Switzerland

On September 19, 2015, the Company signed an option agreement to acquire four existing

hotels in the Canton of Graubünden, Switzerland with an urelated third party. The properties

optioned comprise an aggregate of 141 rooms. The consideration for the option is CHF

300,000, which amount was paid on October 25, 2015.

Dated May 10, 2016, the Company, QuadEquity Holdings AG and the potential Seller of the

four hotels concluded an agreement, whereby QuadEquity Holdings AG assumed all of the

Company’s rights and obligations from the original contract. In return, QuadEquity Holdings

AG will pay the Company the amount of USD $302,000 (CHF 300,000) before May 30,

2016. This payment was received by the Company on June 1, 2016.

SUNVESTA, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2016

FAIR VALUE MEASUREMENT

The guidance on fair value measurements defines fair value as the exchange price that would

be received for an asset or paid to transfer a liability (an exit price) in the principal or most

advantageous market for the asset or liability in an orderly transaction between market

participants. This guidance also specifies a fair value hierarchy based upon the observability

of inputs used in valuation techniques. Observable inputs (highest level) reflect market data

obtained from independent sources, while unobservable inputs (lowest level) reflect internally

developed market assumptions. In accordance with this guidance, fair value measurements are

classified under the following hierarchy:

Level 1

Quoted prices for identical instruments in active markets.

Level 2

Quoted process for similar instruments in active markets, quoted prices for identical or similar

instruments in markets that are not active; and model-derived valuations in which significant

inputs or significant value drivers are observable in active markets.

Level 3

Model derived valuations in which one or more significant inputs or significant value-drivers are

unobservable.

When available, the Company uses quoted market prices to determine fair value, and

classifies such measurements within Level 1. In some cases, where market prices are not

available, the Company makes use of observable market based inputs to calculate fair value,

in which case the measurements are classified within Level 2. If quoted or observable market

prices are not available, fair value is based upon internally developed models that use, where

possible, current market-based parameters such as interest rates, yield curves and currency

rates. These measurements are classified within Level 3.

Fair value measurements are classified according to the lowest level input or value-driver that

is significant to the valuation. A measurement may therefore be classified within Level 3 even

though there may be significant inputs that are readily observable.

Fair value measurement includes the consideration of nonperformance risk. Nonperformance

risk refers to the risk that an obligation (either by counterparty or the Company) will not be

fulfilled. For financial assets traded in an active market (Level 1), the nonperformance risk is

included in the market price. For certain other financial assets and liabilities (Level 2 and 3),

the Company’s fair value calculations have been adjusted accordingly.

As of March 31, 2016 and December 31, 2015, respectively, there are no financial assets or

liabilities measured on a recurring basis at fair value with the exception of the liability related

to the conversion feature.

In addition to the methods and assumptions to record the fair value of financial instruments as

discussed above, the Company used the following methods and assumptions to estimate the

fair value of our financial instruments:

SUNVESTA, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2016

FAIR VALUE MEASUREMENT - Continued

—

Cash and cash equivalents – carrying amount approximated fair value.

—

Restricted cash – carrying amount approximated fair value.

—

Receivables from related parties (current) – carrying amount approximated fair value due to the short term nature

of the receivables.

—

Accounts Payable – carrying amount approximated fair value.

—

Note payable – carrying amount approximated fair value due to the short term nature of the note payable.

—

Bank liabilities - carrying amount approximated fair value due to the short term nature of bank liabilities.

—

Notes receivable - carrying amount approximated fair value.

—

Notes payable to related parties - Dr. M. Rӧssler (current) –The fair value was calculated based on the underlying

publically traded shares. However, the Company records the loan at nominal value. The Company does not have

sufficient cash to repurchase the shares as of balance sheet date and hence repay the loans in shares.

—

Notes payable to related parties – (current) – carrying amount approximated fair value due to the short term nature

of the notes payable.

—

EUR– bond (old) – carrying amount approximated fair value due to its short term nature

—

EUR- bonds – The fair values of the bonds payable are classified as level 3 fair values. The fair values of the bonds

have been determined by discounting cash flow projections discounted at the respective interest rates of 7.25% for

EUR bonds, which represents the current market rate based on the creditworthiness of the Company. Hence, the

carrying values approximate fair value.

—

CHF-bonds – The fair values of the bonds payable are classified as level 3 fair values. The fair values of the bonds

have been determined by discounting cash flow projections discounted at the respective interest rates of 7.25% for

CHF bonds, which represents the current market rate based on the creditworthiness of the Company. Hence, the

carrying values approximate fair value.

—

Notes payable to related parties – Aires (non-current) – The fair values of the notes payable to Aires International

Investments Inc. are classified as level 3. The fair values of the notes were determined by discounting cash flow

projections discounted at the respective interest rates of 7.25%, which represents the current market rate based on

the creditworthiness of the Company. Hence, the carrying value approximates fair value.

—

Convertible CHF-bonds – The fair values of the convertible bonds payable are classified as level 3 fair values. The

fair values of the convertible bonds have been determined by discounting cash flow projections discounted at the

respective interest rates of 6.00% for convertible CHF bonds, which represents the current market rate based on the

creditworthiness of the Company. Hence, the carrying values approximate fair value.

—

Liability related to conversion feature - The fair value of the liability related to conversion feature is classified as

level 3 in the fair value hierarchy. The fair value of the liability is determined using a Black Scholes model to

calculate the option value at each reporting date and multiplied by the number of potentially convertible shares.

Hence the carrying value of the obligation approximates the fair value.

SUNVESTA, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2016

FAIR VALUE MEASUREMENT - Continued

The fair value of our financial instruments is presented in the table below:

March 31, 2016

December 31, 2015

Carrying

Fair Value Carrying

Fair Value

Amount

Reference

Levels

Cash and cash equivalents

206,678

111,830

Note 4

Restricted cash

1,688,434

1,684,467

Note 5

Receivables from related

parties – other (current)

17,951

19,945

Note 10

Accounts Payable

7,855,443

8,048,608

Bank liabilities

179,313

Note11

Note payable

2,736,293

2,736,912

Note 17

Notes payable to related

parties – Rigendinger

2,033

1,973

Note 10

(current)

Notes payable to related

parties – other (current)

775,344

1,129,005

Note 10

Notes receivable

280,242

EUR-bonds

8,783,680

8,488,631

Note 12

Convertible CHF-bonds

29,122,971

28,720,443

Note 12

Notes payable to related

parties – Aires (non-

50,928,320

50,928,320 47,198,362

47,198,362

Note 10

current)

Liability related to

conversion feature

7,370,936

6,976,322

Note 12

The Company's financial liabilities measured at fair value on a recurring basis consisted of the

liability relates to conversion feature as of the following date:

Balance at December 31, 2015

$6,976,322

Q1 Additions

$581,840

Change in Fair Value of Conversion Feature

($408,697)

FX Revaluation

$221,471

Balance at March 31, 2016

$7,370,936

The Company used a Black-Scholes model to value the liability related to conversion feature

as of March 31, 2016 and December 31, 2015.

The assumptions as of December 31, 2015 are as follows:

Stock Price: CHF 5.08

Annualized Risk Free Rate: 0.72%

Exercise Price: CHF 8

Annualized Volatility: 80%

Time to Maturity: 2.75 years

The assumptions as of March 31, 2016 are as follows:

Stock Price: CHF 5.08

Annualized Risk Free Rate: 0.87%

Exercise Price: CHF 8

Annualized Volatility: 80%

Time to Maturity: 2.5 years

SUNVESTA, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2016

10.

RELATED PARTY TRANSACTIONS

The advances from (to) related parties are composed as follows:

Receivables

Payables

March 31,

December 31,

March 31,

December 31,

2016

2015

2016

2015

Hans Rigendinger

2,033

1,973

Aires International

50,928,320

47,198,362

Akyinyi Interior and

Exterior Decoration

290,000

Global Care AG

252,124

240,210

Geoffrey Long

17,951

19,945

Sportiva participations ag

233,220

528,660

Josef Mettler

70,135

QuadEquity Holdings

4f capital ag

Total excluding interest

17,951

19,945

51,705,697

48,329,340

Accrued interest

4,489,666

6,370,579

Total

17,951

19,945

56,195,363

54,699,919

of which non-current

50,928,320

47,198,362

Related party

Capacity

Interest Repayment

Rate

Terms

Security

1 Hans Rigendinger Shareholder, COO and Company board member

none

2 Aires International

*** see hereinafter ***

Akyinyi Interior

3 and Exterior

Company owned by the wife of Josef Mettler

none

Decoration

4 Global Care AG

Company owned by Dr. Max Rössler

none

5 Geoffrey Long

Head of Accounting “The Americas”

none

6 Sportiva

participations ag

Company owned by Josef Mettler

none

7 Josef Mettler

Shareholder, CEO, CFO and Company board member

none

8 QuadEquity

Holdings

Company owned by Josef Mettler (see above)

none

9 4f capital ag

Company owned by Josef Mettler (see above)

none

SUNVESTA, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2016

10.

RELATED PARTY TRANSACTIONS - Continued

Loan agreement Aires International Investment Inc.

As of March 31, 2016 the Company owes Aires International Inc. the following:

Borrower

Debt instrument

Amount in CHF

Amount in

Annual

Repayment date

denominated in

USD

interest

CHF

rate

SunVesta Inc.

Promissory note

10,044,370

10,433,541

7.25 %

Dec 31, 2017

SunVesta Inc.

Promissory note

10,000,000

10,387,452

7.25 %

Dec 31, 2017

SunVesta Inc.

Promissory note

10,000,000

10,387,452

7.25 %

Dec 31, 2017

SunVesta Inc.

Promissory note

3,415,340

2,575,289

7.25 %

Dec 31, 2017

SunVesta Holding

Loan agreement

16,505,093

17,144,586

7.25 %

Dec 31, 2017

Total

50,928,320

The notes may be repaid in whole or in part.

Loans Dr. Max Rӧssler

In 2012, Dr. Max Rössler, a related party, provided loans totaling $0.8 million that were

initially repayable in December 2012, but were extended through December 2015. These

loans were to be repaid in cash or with the delivery of certain shares of equity in two public

companies. The Company had the right of settlement and carried the loans at their fair values,

which was the amount of cash paid in without considerations for the change in value of the

underlying securities. In December 2015, Dr. Rössler and the Company settled these loans

through a transfer to a separate debtor - Aires - of $1,551,669 (CHF 1,535,900). The

Company assessed this debt modification to be an extinguishment under the guidance

prescribed in ASC 470-50 and correspondingly recognized a Loss on Extinguishment in its

statements of comprehensive loss for $748,466 for the year ended December 31, 2015.

Loan Global Care AG

During 2014, Global Care AG loaned the Company $190,270 (CHF 185,000), which amount

was repayable on October 31, 2014. The loan includes a fixed interest payment of $20,570

(CHF 20,000). As of the date of this report, both amounts are overdue. According to the

agreement, there are no penalties for late payment.

Payable to Josef Mettler

As of March 31, 2016, the payable to Mr. Mettler in the amount of $70,135 has been repaid.

Current account sportiva participations ag

During the three-month period ended March 31, 2016, the Company borrowed approximately

$0.9 million and repaid $1.1 million resulting in a payable as of March 31, 2016 of $233,000

(CHF 224,309). The current account Sportiva participations ag carries an interest rate of 3%.

10: RELATED PARTY TRANSACTIONS - Continued

SUNVESTA, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2016

Commissions paid or payable to related parties

During the periods ended March 31, 2016, and March 31, 2015, the Company paid

commissions to 4f Capital AG in the amount of $0 and $29,181, respectively, for services

related to financing the Company. These costs are capitalized as debt issuance costs and

presented net with the corresponding debt obligation. 4f Capital AG is a company owned and

directed by Mr. Mettler (Board Member and CEO of the Company) that receives a

commission of 1.5% for new funds that the Company receives based on consulting services

rendered by 4f Capital AG.

Hans Rigendinger

In 2013, the Company borrowed $600,000 at 3% interest from Hans Rigendinger. The amount

due to Mr. Rigendinger for this loan at March 31, 2016 was $2,033.

Mr. Rigendinger also held bonds denominated in Euros and Swiss Francs valued at

approximately $467,000 as of March 31, 2016 and $492,000 as of December 31, 2015.

Service fees paid or payable to Akyinyi Interior and Exterior Decoration

During the periods ended March 31, 2016, and March 31, 2015, the Company paid or accrued

fees to Akyinyi Interior and Exterior Decoration, which is a company owned by the wife of a

member of the Board of Directors, related to interior design of the Papagayo Gulf Tourism

project in the amount of $0 and $30,000 respectively. These costs have been capitalized to

property and equipment.

Consulting Fees paid or payable to Cambridge Limited Corp.

During the three months’ periods ended March 31, 2016, and March 31, 2015, the Company

paid fees to Cambridge Limited Corporation, which is a company owned by the the father-in-

law of a member of the Board of Directors. These fees related to accounting and consulting

services rendered in Costa Rica for the Company in the amount of approximately $44,300 and

$43,500, respectively.

11.

BANK LIABLITIES

There is no bank liability at March 31, 2016. The bank liability at December 31, 2015,

represented a temporary, secured overdraft facility, bearing an interest rate of 8.9%.

SUNVESTA, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2016

12.

BONDS

Description

EUR (€) bond new I

CHF bond II (parallel)

Issuer:

SunVesta Holding AG

Type of securities:

Bond in accordance with Swiss law

Approval by SunVesta AG BOD:

October 31, 2013

May 19, 2014

Volume:

Up to EUR15,000,000

CHF 15,000,000

Units:

EUR10,000

CHF 10,000

Offering period:

11/07/2013 – 03/31/2014

05/01/2014 – 06/30/2014

Due date:

December 2, 2016

August 31, 2015

Issuance price:

100%

100 %

Issuance day:

December 2, 2013

September 01, 2013 (retroactive)

Interest rate:

7.25% p.a.

7.25 % p.a.

Interest due dates:

December 2, 2013

August 31

Applicable law:

Swiss

Description

EUR (€) bond new II (parallel)

Issuer:

SunVesta Holding AG

Type of securities:

Bond in accordance with Swiss law

Approval by SunVesta AG BOD:

May 19, 2014

Volume:

Up to EUR 15,000,000

Units:

EUR 10,000

Offering period:

05/01/14 – 06/30/14

Due date:

December 02, 2016

Issuance price:

100 %

Issuance day:

December 02, 2013 (retroactive)

Interest rate:

7.25 % p.a.

Interest due dates:

December 02

Applicable law:

Swiss

SUNVESTA, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2016

12.

BONDS - Continued

On September 30, 2015, the Company approved the issuance of two new CHF-bonds. The

major terms and conditions are the following:

Description

Convertible CHF Bond I

Convertible CHF Bond II

Issuer:

SunVesta Holding AG

Type of securities:

Senior convertible bonds,

convertible into shares of the issuer, in convertible into shares of the issuer, in

accordance with Swiss law

Approval by SunVesta AG BOD:

September 30, 2015

Volume:

Up to CHF 45,000,000

Up to CHF 15,000,000

Denomination:

CHF 5,000

Offering period:

October 01, 2015

Maturity date:

September 30, 2018

Issue price:

100 %

Redemption price:

100 %

Issuance date:

October 01, 2015

Coupon:

6.00 % p.a.

Interest due dates:

September 30 of each year, the first time September 30 of each year, the first time

September 30, 2016

Reference price:

CHF 6.50

Initial conversion price:

CHF 8.00

Applicable law:

Swiss

In October 2015, Sunvesta Holding AG, a wholly owned subsidiary of the Company settled

approximately $27,300,000 worth of old CHF-Bonds which had matured on August 31, 2015

and were extended through September 30, 2015 (i.e. unpaid). These were rolled

forward/exchanged into two substantially different convertible bonds of Sunvesta Holding

AG. One is a $45,000,000 Convertible Bond and the other a $15,000,000 Convertible Bond as

is discussed in tables above. These new Convertible bonds are substantially different than the

previous CHF bonds that matured in the third quarter of 2015 and this is subsequently

accounted for as an extinguishment. The Company has recorded a loss on extinguishment

equal to the fair value of the conversion feature. Third party issuance costs totaling

$3,100,000 have been capitalized and amortized over the life of the bonds under the effective

interest rate method. Finally, the change of the fair value of the liability related to conversion

feature was expensed in the period.

The nominal amounts have changed as follows:

CHF Bond

CHF BOND I

2016

2015

Balances January 1

10,999,192

Cash inflows

Cash outflows

(5,913,796)

Foreign currency adjustments

159,884

Reclassifications to CHF Bond II

Reclassifications to Convertible CHF Bond I

(2,005,548)

Reclassifications to Convertible CHF Bond II

(3,239,732)

Sub-total

Discounts (commissions paid to bondholders)

(670,764)

Accumulated amortization of discounts

670,764

Unamortized discounts

Balances March 31 and December 31(Carrying value)

SUNVESTA, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2016

12.

BONDS - Continued

From the CHF Bond I issue in this rollforward, $2,005,548 was reclassified to the Convertible

CHF Bond I in the fourth quarter of 2015. Additionally, $3,239,732 was reclassified to the

Company's CHF Convertible Bond II.

EUR-Bond

(new)

2016

2015

Balances January 1

6,871,630

7,355,572

Cash inflows

281,754

Cash outflows

Foreign currency adjustments

282,374

(765,696)

Sub-total

7,154,004

6,871,630

Discounts (commissions paid to bondholders) and debt

(588,613)

issuance costs

Accumulated Amortization of discounts and debt

486,828

431,894

issuance costs

Foreign currency adjustments

856

234

Total Accumulated Unamortized discounts and debt

(100,929)

(156,485)

issuance costs

Balances March 31 and December 31 (Carrying value)

7,053,075

6,715,145

As per date of this report the Company has realized a cumulative amount of EUR 6.89 million

($7.82 million) related to the EURO Bond I.

CHF Bond

CHF Bond II

CHF BOND II

2016

2015

Balances January 1

15,304,228

Cash inflows

10,819,209

Cash outflows

(3,923,675)

Foreign currency adjustments

(51,779)

Reclassifications from CHF Bond I

Reclassifications to Convertible CHF Bond I

(185,127)

Reclassifications to Convertible CHF Bond II

(21,962,856)

Sub-total

Discounts (commissions paid to bondholders)

(1,578,825)

Accumulated amortization of discounts

1,578,825

Unamortized discounts

Balances March 31 and December 31(Carrying value)

From the CHF Bond II issue in this rollforward, $185,127 was reclassified to the Convertible

CHF Bond I in Q4 2015. Additionally, $21,962,856 was reclassified to the Company's CHF

Convertible Bond II.

SUNVESTA, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2016

12.

BONDS - Continued

EUR-Bond

EURO BOND NEW II

new II

2016

2015

Balances January 1

1,658,300

1,761,258

Cash inflows

Cash outflows

Foreign currency adjustments

97,060

(102,958)

Sub-total

1,755,360

1,658,300

Discounts (commissions paid to bondholders) and debt

(174,660)

issuance costs

Accumulated Amortization of discounts and debt

162,351

148,932

issuance costs

Foreign currency adjustments

(12,446)

Total Accumulated Unamortized discounts and debt

(24,755)

(25,728)

issuance costs

Balances March 31 and December 31(Carrying value)

1,730,605

1,632,572

As per date of this report the Company has realized a cumulative amount of EUR 1.65 million

($1.87 million) related to the EURO Bond new II.

Convertible

CHF Bond I

Convertible CHF BOND I

2016

2015

Balances January 1

2,250,048

Cash inflows

976,445

100,990

Cash outflows

Foreign currency adjustments

80,564

(41,617)

Reclassifications to Bonds

(634,186)

2,190,675

Sub-total

2,672,871

2,250,048

Discounts (commissions paid to bondholders) and debt

(136,722)

(136,219)

issuance costs

Accumulated Amortization of discounts and debt

57,896

issuance costs

Foreign currency adjustments

(2,441)

Total Accumulated Unamortized discounts and debt

(81,267)

(78,323)

issuance costs

Balances March 31 and December 31(Carrying value)

2,591,604

2,171,725

In the fourth quarter of 2015, the Company issued this Convertible CHF Bond I with funds

received from new bondholders totaling $100,990. Additionally, $2,005,548 was reclassified

from CHF Bond I and $185,127 was reclassified from CHF Bond II. In the first quarter of

2016, the Company reclassified $634,186 to Convertible CHF Bond II.

As per date of this report, the Company has realized a cumulative amount of CHF 2.57 million ($2.67

million) related to the Convertible Bond I.

SUNVESTA, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2016

12.

BONDS - Continued

Convertible

CHF Bond

CHF Bond II

Convertible CHF BOND II

2016

2015

Balances January 1

26,470,395

Cash inflows

1,569,155

1,747,122

Cash outflows

Foreign currency adjustments

869,579

(479,315)

Reclassifications from Bonds

634,186

25,202,588

Sub-total

29,543,315

26,470,395

Discounts (commissions paid to bondholders) and debt

(3,365,404)

(2,977,065)

issuance costs

Accumulated Amortization of discounts and debt

481,862

201,329

issuance costs

Foreign currency adjustments

(128,406)

(236)

Total Accumulated Unamortized discounts and debt

(3,011,948)

(2,775,972)

issuance costs

Balances March 31 and December 31(Carrying value)

26,531,367

23,694,423

In fourth quarter of 2015, the Company issued this Convertible CHF Bond II with funds

received from new bondholders totaling $1,747,122. Additionally, $3,239,732 was

reclassified from CHF Bond I and $21,962,856 was reclassified from CHF Bond II. In the

first quarter of 2016, the Company reclassified $634,186 from Convertible CHF Bond I.

As per date of this report the Company has realized a cumulative amount of CHF 28.44

million ($29.54 million) related to the Convertible Bond II.

SUNVESTA, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2016

13.

PENSION PLAN

The Company maintains a pension plan covering all employees in Switzerland. The plan is

considered a defined benefit plan and accounted for in accordance with ASC 715

Compensation - Retirement Benefits. This model allocates pension costs over the service

period of employees in the plan. The underlying principle is that employees render services

ratably over this period, and therefore, the income statement effects of pensions should follow

a similar pattern. ASC 715 requires recognition of the funded status, or difference between

the fair value of plan assets and the projected benefit obligations of the pension plan on the

balance sheet, with a corresponding adjustment recorded in the net loss. If the projected

benefit obligation exceeds the fair value of plan assets, then that difference or unfunded status

represents the pension liability.

The Company records a net periodic pension cost in the statement of comprehensive loss. The

liabilities and annual income or expense of the pension plan is determined using

methodologies that involve several actuarial assumptions, the most significant of which are

the discount rate and the long-term rate of asset return (based on the market-related value of

assets). The fair values of plan assets are determined based on prevailing market prices.

Actuarial valuation

Net periodic pension cost has been included in the Company’s results as follows:

Three months

Pension expense

ended

March 31, 2016

March 31, 2015

Current service cost

15,607

14,648

Net actuarial (gain) loss recognized

649

Interest cost

961

1,348

Expected return on assets

(1,948)

(1,659)

Employee contributions

(5,973)

(5,963)

Net periodic pension cost

9,297

8,374

During the three months’ periods ended March 31, 2016 and March 31, 2015 the Company

made cash contributions of $5,973 and $5,914, respectively, to its defined benefit pension

plan.

All of the assets are held under the collective contract by the plan’s re-insurer Company and

are invested in a mix of Swiss and international bond and equity securities within the limits

prescribed by the Swiss Pension Law.

The expected future cash flows to be paid by the Company in respect of employer

contributions to the pension plan for the year ended December 31, 2016 are $17,919.

SUNVESTA, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2016

14.

STOCK COMPENSATION

The Company has included share based compensation under the SunVesta Inc. Stock Option

Plan 2013 (“the Plan”) as part of the total remuneration in certain employment and Board of

Director’s contracts. The Company is authorized to grant up to 50,000,000 shares under the

Plan.

The purpose of the Plan is to advance the interests of the Company by encouraging its

employees to remain associated with the Company and assist the Company in building value.

Such share based remuneration includes either shares or options to acquire shares of the

Company’s common stock.

For all employees, fair value is estimated at the grant date. Compensation costs for unvested

shares are expensed over the requisite service period on a straight-line basis.

Share Grants – Mr. Hans Rigendinger

On January 1, 2013, the Company granted to Hans Rigendinger 3,500,000 common shares,

valued at $0.08 an amount equal to the share price and fair value of the shares on the grant

date. These shares were granted as a signing bonus with the Company. Additionally, the

Company granted 2,500,000 common shares as a retention award due on each anniversary of

his signing with the Company. The employment contract was initially for three years with an

additional bilateral option for an additional two years. Therefore, the Company could be

required to issue up to 12,500,000 common shares through January 1, 2018.

Share Grants – Dr. Max Rössler

On July 3, 2013, the Company granted to Dr. Max Rössler 3,000,000 common shares, valued

at $0.07 an amount equal to the share price and fair value of the shares on the grant date.

These were issued in connection with his appointment to the Board of Directors. These shares

were officially issued on October 15, 2013.

Share Grants – Mr. Josef Mettler

On July 4, 2013, the Company granted 5,000,000 common shares to Josef Mettler, valued at

$0.07, an amount equal to the share price and fair value of the shares on the grant date, in

connection with his employment agreement. These shares were officially issued on October

15, 2013. Additionally, the Company granted 3,000,000 common shares as a retention award

for each completed year of employment (e.g. first time as per July 4, 2014). The employment

contract is for an initial term of three years with an additional bilateral option for another two,

two-year periods, but a maximum of December 31, 2020. Therefore, in total the Company

could be requested to issue up to 21,000,000 common shares through December 31, 2020

related to the retention bonus.

Share Grants – Mr. José María Figueres

On March 10, 2014, the Company authorized the issuance of 500,000 common shares, valued

at $0.10, an amount equal to the share price and therefore the fair value on grant date, and a

retention award of 200,000 common shares for each fully completed year of service to José

María Figueres in connection with his appointment to the Board of Directors.

SUNVESTA, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2016

14.

STOCK COMPENSATION - Continued

Share Grants – Mr. Howard M. Glicken

On March 10, 2014, the Company authorized the issuance of 500,000 common shares, valued

at $0.10, an amount equal to the share price and therefore the fair value on grant date, and a

retention award of 200,000 common shares for each fully completed year of service to

Howard Glicken in connection with his appointment to the Board of Directors.

Based on these contracts the Company has included the following stock-based compensation

in the Company’s results:

Stock-based compensation

Three months

(shares)

ended March 31, 2016

ended March 31, 2015

Shares granted

46,800,000 shares

46,400,000 shares

Fair Value respectively

market price on grant date

$0.0744

Total maximal expenses

(2013-2020)

$3,450,000

Shares vested

26,800,000 shares

20,900,000 shares

Unvested shares

20,000,000 shares

25,900,000 shares

As of December 31, 2016, the Company expects to record compensation expense in the future

up to $1,242,500 as follows:

Year ending December 31,

Stock-based

Through

compensation

December 31,

(shares)

2016

2017

2018

2019

2020

Unrecognized

compensation

307,500

410,000

210,000

105,000

expense

SUNVESTA, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2016

14.

STOCK COMPENSATION - Continued

Stock Options – Mr. Hans Rigendinger

The Company granted to Hans Rigendinger, in connection with his employment contract,

10,000,000 stock options on January 1, 2013. Each option entitles Mr. Rigendinger to buy one

Company share at a strike price of $0.05. These options will be vested in two identical

installments (installment A and B) of 5,000,000 options.

Installment A is contingent on obtaining a financing arrangement with a specific counterparty.

As of the grant date, the fair value was $300,000. As of July 4, 2013, the Company assessed

that this financing arrangement with the specific counterparty will not be completed.

Therefore, the Company assessed the probability of completion to be zero and recognized no

expense. On July 4, 2013, the Company authorized a revised stock option agreement. This

removed the requirement for financing with a specific counterparty and updated for any

counterparty. As of date of the revised stock option agreement, the fair value was $246,000.

Installment A was modified on July 4, 2013, since the initial performance condition was

improbable to be met. Since the modification changed the expectation that the options will

ultimately vest and no expense had been recognized for the original award, the fair value of

the modified award has been expensed on a straight line basis over the expected vesting

period.

For installment B, it is required that Meliá Hotels International (“Melía”) assumes

management responsibilities for Paradisus Papagayo Bay Resort & Luxury Villas. As of grant

date, the fair value was $340,000 and the Company estimated that Meliá assumes

responsibility as of July 1, 2015. As of March 6, 2014 the Company still assesses the

probability that this performance condition will be met at 100%, but the date the performance

condition will be achieved was postponed to the fourth quarter 2015, as the opening date was

postponed. As of the date of this report, the estimated opening date was postponed to the

fourth quarter 2018. The Company still assessed the probability that this performance

condition will be met at 100%. Hence, the remaining fair value of the award will be expensed

on a straight-line basis over the recalculated expected remaining vesting period.

Stock Options – Dr. Max Rӧssler

The Company granted to Dr. Max Rӧssler, in connection with his appointment to the Board of

Directors, 10,000,000 stock options on July 3, 2013. Each option entitles Dr. Rӧssler to buy

one Company share at a strike price of $0.05. These options will be vested in two identical

installments (installment A and B) of 5,000,000 options.

For installment A (5,000,000 options), it is required to complete a financing arrangement for

the Project. As of grant date, the fair value was $249,835. The Company expensed the total

fair value on a straight-line basis over the expected vesting period.

SUNVESTA, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2016

14.

STOCK COMPENSATION - Continued

Stock Options – Dr. Max Rӧssler - continued

For installment B (5,000,000 options), it is required that Meliá assumes management

responsibilities for Paradisus Papagayo Bay Resort & Luxury Villas. As of grant date the fair

value was $258,210 and the Company estimated that Meliá would assume responsibility as of

July 1, 2015. As of March 6, 2014 the Company assessed the probability that this

performance condition will be met at 100%, but the date the performance condition will be

achieved was postponed to the fourth quarter 2015, as the opening date was postponed. As of

the date of this report, the estimated opening date was postponed to the fourth quarter 2018.

The Company still assessed the probability that this performance condition will be met at

100%. Hence, the remaining fair value of the award will be expensed on a straight-line basis

over the recalculated expected remaining vesting-period.

Stock Options – Mr. Josef Mettler

The Company granted to Josef Mettler, in connection with his employment contract,

12,000,000 stock options on July 4, 2013. Each option entitles Mr. Mettler to buy one share at

a strike price of $0.05. These options have three different performance conditions.

For installment A (3,000,000 options), it is required to complete a bridge financing

arrangement. As of grant date the fair value was $149,000. The Company expensed the total

fair value on a straight-line basis over the expected vesting period.

For installment B (4,000,000 options), it is required to complete a financing arrangement

(main financing arrangement for Paradisus Papagayo Bay Resort & Luxury Villas). As of

grant date the fair value was $200,000. The Company has expensed the total fair value on a

straight-line basis over the expected vesting period.

For installment C (5,000,000 options), it is required that Meliá assumes management

responsibilities for Paradisus Papagayo Bay Resort & Luxury Villas. As of grant date, the fair

value was $258,000 and the Company estimated that Meliá assumes responsibility as of July

1, 2015. As of March 6, 2014 the Company still assesses the probability that this performance

condition will be met at 100%, but the date the performance condition will be achieved was

postponed to the fourth quarter 2015, as the opening date was postponed. As of the date of

this report, the estimated opening date was postponed to the fourth quarter 2018. The

Company still assessed the probability that this performance condition will be met at 100%.

Hence, the remaining fair value of the award will be expensed on a straight-line basis over the

recalculated expected remaining vesting-period.

Stock Options – Summary

A summary of stock options outstanding as per March 31, 2016 is as follows:

Options outstanding

Number of

Weighted average

Options

exercise price

remaining

contractual life

Outstanding January 1, 2016

32,000,000

$ 0.05

7.42 years

Granted

Exercised

Forfeited or expired

Outstanding March 31, 2016

32,000,000

$ 0.05

7.17 years

Exercisable March 31, 2016

SUNVESTA, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2016

14.

STOCK COMPENSATION - Continued

Stock Options – Summary - Continued

The following table depicts the Company’s non-vested options as of March 31, 2016 and

changes during the period:

Non-vested options

Shares under Options

Weighted average grant date

fair value

Non-vested at December 31, 2015

32,000,000

$ 0.053

Non-vested-granted

Vested

Non-vested, forfeited or cancelled

Non-vested at March 31, 2016

32,000,000

$ 0.053

Under the provisions of ASC 718 Compensation – Stock Compensation, the Company is

required to measure and recognize compensation expense related to any outstanding and

unvested stock options previously granted, and thereafter recognize, in its consolidated

financial statements, compensation expense related to any new stock options granted after

implementation using a calculated fair value based option-pricing model. The Company uses

the Black-Scholes option-pricing model to calculate the fair value of all of its stock options

and its assumptions are based on historical and available market information. No stock

options were granted for the periods ended March 31, 2016 and March 31, 2015.

Assumption

March 31, 2016

March 31, 2015

Dividend yield

Risk-free interest rate used (average)

Expected market price volatility

Average expected life of stock options

n.a.

The computation of the expected volatility assumption used in the Black-Scholes calculation

for new grants is based on historical volatilities of a peer group of similar companies in the

same industry. The expected life assumptions are based on underlying contracts.

As of March 31, 2016, the Company had unrecognized compensation expenses related to

stock options currently outstanding, to be recognized in future quarters respectively years as

follows:

Through to

Year ending

Stock-based compensation (options)

December 31,

2016

2017

2018

Unrecognized compensation expense

46,005

61,340

46,005

SUNVESTA, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2016

15.

SUMMARY OF SHARE AND OPTION COMPENSATION EXPENSE

The Company recorded the following amounts related to stock based compensation expense

during the periods ended March 31, 2016 respectively March 31, 2015:

Three

Summary of share and option

months

based compensation expense

March 31,

2016

2015

Share grants

112,500

210,166

Option grants

15,335

33,738

Total

(recorded under general &

127,835

243,904

administrative expense)

16.

FUTURE LEASE COMMITTMENTS

On December 1, 2012, the Company entered into a lease agreement for the premises for its

Swiss office with an unrelated entity. The annual rental expense amounts to approximately

$130,000 on a fixed term expiring on December 31, 2017.

December

Future lease commitments

31, 2016

31,2015

2016

97,500

130,000

2017

130,000

SUNVESTA, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2016

17.

NOTE PAYABLE

March 31, 2016

December 31, 2015

Promissory note

2,000,000

Specogna Holding AG

624,494

605,743

R. Weimar (private investor)

111,799

131,169

Total

2,736,293

2,736,912

Promissory Note

As part of the completion of the purchase of Altos del Risco on March 9, 2013, the parties

agreed that $2,000,000 of consideration is converted into a non-interest bearing and

uncollateralized loan payable which was originally due for payment on March 8, 2014, then

extended to March 8, 2015. On March 16, 2015, the Company agreed with the counterparty to

extend the due date through March 16, 2016.

On April 21, 2016, the Company signed a new agreement, which stipulated new payment

terms. The total amount of $2,000,000 is now repayable in four quarterly instalments of

$500,000 each, starting on 21 August, 2016.

Loans Specogna Holding AG

On December 31, 2015, the Company entered into a short term loan agreement for

approximately $607,000 with Specogna repayable on February 29, 2016, with an interest

payment of 8 % per annum. The loan is secured personally and jointly by Dr. Rössler, Mr.

Mettler and Mr. Rigendinger.

Loan R. Weimar (private investor)

On May 23, 2014, the Company entered into a short term loan agreement for approximately

$376,800 with Roland Weimar. The loan was repayable in five installments, (four payments

of $84,700, one payment of $38,000), with the initial payment due on June 2, 2014 and the

latest one due on June 1, 2015. The interest rate is 2 % per annum. The Company has repaid

$24,685 during first quarter 2016 and an additional $33,083 as of the filing date of this report,

whereas the entire loan amount should have been repaid. The agreement does not stipulate

any repercussions for late payments.

SUNVESTA, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2016

18.

OPENING DATE “PARADISUS PAPAGAYO BAY RESORT & LUXURY VILLAS”

On June 2, 2014, the Company amended its agreement with Meliá (“Sixth addendum to the

management agreement of March 8, 2011”) to postpone the opening date as follows:

- The construction of the “Paradisus” will be completed by November 15, 2015

- Should the “Paradisus” not be completed by November 15, 2015, (subject to force

majeure) and should an extension date not be agreed, subsequent to November 15,

2015, the Company will be obligated to pay Meliá a daily amount of $2,000 as

liquidated damages.

- Should the Company be unable to complete the construction of the “Paradisus” by

February 15, 2016, Meliá, can terminate the management agreement obligating the

Company to compensate Meliá in the amount of $5,000,000 unless the respective

parties agree to extend such date.

Dated April 27, 2016, a seventh addendum has been signed between the Company and Meliá

with the following major conditions:

New completion date: September 15, 2018 (subject to force majeure)

Should the completion not occur by September 15, 2018, and should the parties not

have agreed in writing an extension to such date, after September 15, 2018, the Company

shall pay Meliá a daily amount of USD $2,000 as liquidated damages.

Should the completion not occur by November 15, 2018, the Meliá will be entitled to

terminate the agreement unless the parties agree in writing to extend such date. The Company

shall be obliged to pay Meliá an amount of USD $5,000,000 as liquidated damages solely to

compensate Meliá.

As the seventh addendum was not in place at March 31, 2016, the provisions of the sixth

addendum had to be taken into consideration. Consequently, an accrual in the amount of $5

million was charged against general and administrative expenses. In light of the signed

seventh addendum, this accrual will be reversed in the second quarter of 2016.

SUNVESTA, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2016

19.

EARNINGS PER SHARE

Basic earnings per share are the result of dividing the Company’s net income (or net loss) by

the weighted average number of shares outstanding for the contemplated period. Diluted

earnings per share are calculated applying the treasury stock method. When there is a net

income dilutive effect all stock-based compensation awards or participating financial

instruments are considered. When the Company posts a loss, basic loss per share equals

diluted loss per share. The following table depicts how the denominator for the calculation of

basic and diluted earnings per share was determined under the treasury stock method.

Three-month

Earnings per share

period ended

March 31, 2016 March 31, 2015

Company posted

Net loss

Basic weighted average shares

outstanding

98,506,438

92,607,159

Dilutive effect of common stock

equivalents

None

Dilutive weighted average shares

outstanding

98,506,438

92,607,159

A total of 2,900,000 common shares vested were not issued as per balance sheet date and

included in the basic weighted average shares outstanding.

The following table shows the number of stock equivalents that were excluded from the

computation of diluted earnings per share for the respective period because the effect would

have been anti-dilutive.

Three-month

Earnings per share

period ended

March 31, 2016 March 31, 2015

Options to Hans Rigendinger

10,000,000

Options to Dr. M. Rössler

10,000,000

Options to Josef Mettler

12,000,000

Total Options

32,000,000

Shares to Hans Rigendinger

5,000,000

7,500,000

(retention bonus – non vested)

Shares to Josef Mettler (retention

15,000,000

18,000,000

award)

Shares to Howard Glicken and

400,000

José Maria Figueres (retention

award)

Shares associated with

3,877,625

Convertible CHF Bonds

Total Shares

24,277,625

25,900,000

Total Options and Shares

56,277,625

57,900,000

Options related to Convertible CHF bonds: Each bond in the principal amount of CHF 5,000 can be

converted on any business day during the conversion period into 625 common shares of SunVesta

Holding AG at a conversion price equal to CHF 8.

SUNVESTA, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2016

20.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses according consolidated statement of comprehensive loss

include:

Three-month

period ended

Three-month

General and administrative expenses

March 31,

period ended

2016

March 31, 2015

Rental & related expenses

(54,616)

(51,682)

Audit

12,777

(49,809)

Consulting

(211,319)

(275,338)

Marketing, Investor & public relations

(28,777)

(14,641)

Travel expenses

(103,746)

(174,932)

Personnel costs including social security’s

costs and share based remuneration

(463,701)

(1,201,168)

Expense for penalty on management

agreement

(5,000,000)

Various other operating expenditures

(223,588)

(88,897)

Total according statements of

comprehensive loss

(6,072,970)

(1,856,467)

21.

SUBSEQUENT EVENTS

Management has evaluated subsequent events after the balance sheet date, through the

issuance of the financial statements, for appropriate accounting and disclosure. The Company

has determined that there were no such events that warrant disclosure or recognition in the

financial statements, except for the below:

On May 9, 2016, the Company signed an agreement with “Median Trust SA”, by which this

service provider is mandated to set-up a special purpose vehicle (“SPV”), as so called

“Compartment” in accordance with Luxembourg law. The objective of the SPV is to obtain

an investment grade rating and to make a bond offering of not less than $100 million. The

SPVwill be the issuer, however, the responsibility to place the bonds remains with the

Company.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations and

other parts of this quarterly report contain forward-looking statements that involve risks and

uncertainties. Forward-looking statements can be identified by words such as “anticipates,” “expects,”

“believes,” “plans,” “predicts,” and similar terms. Forward-looking statements are not guarantees of

future performance and our actual results may differ significantly from the results discussed in the

forward-looking statements. Factors that might cause such differences include but are not limited to

those discussed in the subsection entitled Forward-Looking Statements and Factors That May Affect

Future Results and Financial Condition below. The following discussion should be read in

conjunction with our financial statements and notes hereto included in this report. All information

presented herein is based on our three month periods ended March 31, 2016 and March 31, 2015. Our

fiscal year end is December 31.

Discussion and Analysis

Business Overview

We are in the process of developing high-end luxury hotels and resorts worldwide. Our initial focus is

concentrated on offering luxury hotel products located in attractive, top-class coastal vacation

destinations in countries that are fast emerging as popular tourist destinations. Each prospective

development takes into consideration country specific conditions and general considerations that

include the stability of local political conditions, geologically useful cultivability, and the types of

destinations that attract a five-star clientele. Once identified as eligible, prospective developments are

compared against a validation checklist and then, if warranted, subjected to a substantial due diligence

process. Since location is the key to the success of any tourist based luxury real estate project, each

development will be carefully considered during the eligibility process.

Initial Development

Our initial real estate development on 20.5 hectares of prime land located in Guanacaste Province,

Costa Rica, is the Paradisus Papagayo Bay Resort & Luxury Villas project includes two concepts; i.e.

the Vista Mar (Family Concierge) and the Vista Bahia (Royal Service), a five-star luxury hotel. All

permitting for the project is in place, including permission to incorporate the beachfront adjacent to

the two concessions into the development and all significant site work completed. Vertical

construction is expected to commence in the first quarter of 2017, while the opening of.the Paradisus

Papagayo Bay Resort & Luxury Villas is scheduled for the fourth quarter 2018, subject to the

procurement of the requisite financing.

Specifications

Paradisus Papagayo Bay Resort & Luxury Villas’ initial specifications are to be as follows:

— eco-luxury all-inclusive resort

— 382-keys

— direct beach access

— five restaurants and five bars

— Yhi Spa and Health Club

— Paradisus’ adults-only “Royal Service” level of accommodations

— Paradisus’ “Family Concierge” program

— 19,000 square feet of meeting facilities with the business traveler in mind

Vista Mar

Family Concierge

The Family Concierge will be a family orientated part of the Paradisus Papagayo Bay Resort &

Luxury Villas. The accommodations will be designed to satisfy the needs of the modern family.

The Family Concierge area will include:

— 166 Junior Suites Deluxe

(47* square meters)

— 34 Suites Deluxe

(87* square meters)

— 33 Suites Premium

(93* square meters)

— 6 Handicapped Junior Suites Deluxe

(47* square meters)

— 1 Bridal Suites

(93* square meters)

— 2 Deluxe Suites Presidential

(88* square meters)

— 1 Presidential Suite

(194* square meters)

Room size does not include balconies and terraces.

All ground floor suites will have direct access to swim-up pools. Each of the suites and villas will

have a full view of the sea. Family Concierge guests will furthermore have access to restaurants, bars,

and lounges. The planned Onyx Night Club and the Gabi Club will be located near the beach.

Vista Bahia

Royal Service

Our Royal Service will include an extensive range of services such as a butler service, private pools

for each Garden Villa and/or a Jacuzzi in every suite.

The Royal Service area will include:

— 108 Junior Suites Grand Deluxe

(43-60* square meters)

— 2 Junior Suites Grand Deluxe for Handicapped Guests

(53* square meters)

— 6 Grand Master Suites

(87* square meters)

— 2 Deluxe Suites Presidential

(60 square meters)

— 1 Grand Presidential Suite (4 bedrooms)

(145* square meters)

— 20 one or two-bedroom Garden Villas

(91–212* square meters)

— Room size does not include balconies and terraces.

* Room size does not include balconies and terraces.

All ground floor suites will have direct access to swim-up pools. Each of the suites and villas will

have a full view of the sea. Royal Service guests will furthermore have access to restaurants, bars,

lounges, fitness equipment, spas and outside massage areas.

The Paradisus Papagayo Bay Resort & Luxury Villa’s will feature other highlights including:

— more than 65 private, swim up and resort pools including the world’s second largest Infinity Pool

all within idyllic landscaped grounds

— a wedding chapel with a stunning ocean view

— rain forest walkways that permit guests to experience the flora and fauna of the rain forest

— a multipurpose convention hall with over 2,000 square meters of space that can be utilized as a

whole or divided to create smaller meeting rooms

— a full service spa committed to providing for the wellbeing of our guests. The spa will be located

with a 180-degree sea view within approximately 1,000 square meters that will include 12 large

treatment rooms, a hairdresser, relaxation areas, pools, saunas and steam rooms

— the 20 private villas will be located within the Royal Service area of the resort. The present

intention being that these villas will be sold to individuals who will then lease them back to the

resort when not occupied by the owners.

Management

Overall project development is led by Josef Mettler, our Chief Executive Officer, Charles Fessel,

Project Director Paradisus Papagayo Bay Resort & Luxury Villas, Hans Rigendinger, Chairman of the

Board and Chief Operating Officer of SunVesta AG and Ernst Rosenberger, the Company’s

Corporate Controller. The lead architect is Ossenbach, Pendones & Bonilla, one of Costa Rica’s

largest architectural offices with over 45 architects and designers. Civil engineering services are

provided by DEHC Engineers and structural engineering services by IEAC. Landscape architects are

TPA and interior designers are led by Laboratiro Quattro.

Resort management is to be provided by Melía Hotels International (“Melía”). “Paradisus” is Meliá’s

five-star all-inclusive luxury hotel brand that is well recognized in the hospitality industry around the

world. Melía was founded in 1956 in Palma de Mallorca, Spain and is today one of the world’s largest

resort hotel chains, as well as Spain’s leading hotel chain for business or leisure. The company

currently offers more than 300 hotels in 26 countries over four continents under its Gran Sol Melía,

Sol Melía, ME by Sol Melía, Innside by Sol Melía, Tryp, Sol Melía, Sol Melía Vacation Club, and

Paradisus brands. The Paradisus brand represents all-inclusive luxury resorts with hotels in Mexico

and the Dominican Republic.

Since the completion date for the Paradisus Papagayo Bay Resort & Luxury Villas development is

now anticipated for the fourth quarter of 2018, the Company reached an an agreement dated April 28,

2016, to further amend the management agreement with Meliá dated March 8, 2011. The amended

agreement presently stipulates that if the Papagayo Bay Resort & Luxury Villa’s is not completed by

November 15, 2018, and if an extension date is not agreed, then Meliá could terminate the

management agreement and cause the Company to pay a penalty of $5 million. As the seventh

addendum was not in place at March 31, 2016, the provisions of the sixth addendum had to be taken

into consideration. Consequently, an accrual in the amount of $5 million was charged against

operating expenses. In light of the seventh addendum to the management agreement, this accrual will

be reversed in the second quarter of 2016.

Additional Concession Properties

On April 20, 2012, the Company entered into an agreement with Meridian IBG (“Meridian”), as

amended on November 13, 2012, and replaced on May 7, 2013, to purchase two additional concession

properties in Polo Papagayo, Guanacaste, comprised of approximately 230,000 square meters for

$17,500,000. One of the concessions lies adjacent to the existing concessions (La Punta) and the other

is in close proximity to the Paradisus Papagayo Bay Resort & Luxury Villas development.

The Company had paid down-payments on the purchase of these properties of $2,669,816 as of March

31, 2016, and is in discussions with Meridian regarding an amendment to the agreement. Should the

Company not be successful in obtaining an amendment to the agreement, it would have to write-off

$300,000 of that purchase price already paid in addition to a 5% penalty.

Swiss Hospitality Project

On September 19, 2015, the Company signed an option agreement to acquire four existing hotels in

the Canton of Graubünden, Switzerland with an urelated third party. The properties optioned comprise

an aggregate of 141 rooms. The consideration for the option is CHF 300,000, which amount was paid

on October 25, 2015.

Dated May 10, 2016, the Company, QuadEquity Holdings AG and the potential Seller of the four

hotels concluded an agreement, whereby QuadEquity Holdings AG assumed all of the Company’s

rights and obligations from the original contract. In return, QuadEquity Holdings AG will pay the

Company the amount of USD $302,000 (CHF 300,000) before May 30, 2016. This payment was

received on June 1, 2016.

Finance

The anticipated completion of the Paradisus Papagayo Bay Resort & Luxury Villas in the fourth

quarter of 2018 will require a net investment of approximately $212 million (including non-

recuperated overhead expenses), of which approximately $60 million has been expended as of March

31, 2016. We expect to realize a minimum of $140 million in new funding over the next twelve

months. New funding over the next twelve months is expected to be raised from debt financing

through bonds, shareholder loans and, if necessary, the guaranty agreement borne by certain principal

shareholders and participants in management. Detailed below is a brief description of material debt

obligations as of period end.

Bonds

The Company has four bond issues outstanding, denominated in EUR (€) or Swiss Francs (CHF).

EUR (€) Bonds

The Company initiated an unsecured EUR bonds offering on December 2, 2013, of up to €15,000,000

in units of €10,000 that bear interest at 7.25% per annum payable each December 1 over a three-year

term that matures on December 2, 2016. We had realized $6,715,145as of the year ended December

31, 2015, and $7,053,075 as of March 31, 2016 (variance due to valuation), for a cumulative amount

of $7.82 million as of the date of this report.

The Company initiated a parallel offering of unsecured EUR bonds on December 2, 2013, of up to

€15,000,000 in units of €10,000 that bear interest at 7.25% per annum payable each December 2 over

a three-year term that matures on December 2, 2016. We had realized $1,632,572 as of the year ended

December 31, 2015 and $1,730,605 as of March 31, 2016 (variance due to valuation), for a

cumulative amount of $1.87 million as of the date of this report.

Swiss Francs (CHF) Bonds

The Company initiated a new offering of senior unsecured CHF bonds on October 1, 2015, of up to

CHF 45,000,000 units of CHF 5,000 that bear interest at 6.00% per annum payable each September

30, over a three-year term that matures on September 30, 2018 which are convertible into shares of

SunVesta Holding AG at CHF 8.00. We had realized $2,171,725 as of the year ended December 31,

2015 and $2,591,604 as of March 31, 2016, for a cumulative amount of $2.67 million as of the date of

this report.

The Company initiated a new parallel offering of senior unsecured CHF bonds on October 1, 2015, of

up to CHF 15,000,000 units of CHF 5,000 that bear interest at 6.00% per annum payable each

September 30, over a three-year term that matures on September 30, 2018 which are convertible into

shares of SunVesta Holding AG at CHF 8.00. We had realized $23,694,423 as of the year ended

December 31, 2015 and $26,531,367 as of March 31, 2016, for a cumulative amount of $29.54

million as of the date of this report.

Aires International Investment, Inc.

On July 27, 2011, SunVesta AG entered into a line of credit agreement with Aires International

Investments Inc. (“Aires”), a company owned by Dr. Rӧssler (a director of the Company). The loan

agreement was amended on May 11, 2012 and on June 21, 2012 and then replaced by a new loan

agreement on October 31, 2013, that included the following conditions:

— All existing loan agreements or credit facilities, including amendments, between SunVesta AG

and Aires were cancelled and superseded by the new loan agreement.

— The loans are due after December 31, 2017 and before December 31, 2020.

— Despite the scheduled repayment dates, each party has the option to cancel the loan agreement

with a prior notice period of 90 days, requiring repayment of the loans in full.

— Loan amounts outstanding including any additional amounts and additions are subordinated.

— Interest on the loan amounts is 7.25% per annum, which charge is accrued to the loan account.

The Company had borrowed $50,928,320 from Aires as of March 31, 2016 and $47,198,362 as of

December 31, 2015.

Global Care AG

On September 23, 2014, the Company entered into a short term loan agreement of approximately

$190,270 (CHF 185,000) with Global Care AG (“Global Care”), a company owned by Dr. Rӧssler (a

director of the Company), repayable on October 31, 2014, with a fixed interest payment of $20,570

(CHF 20,000). The amounts due to Global Care had not been paid as of the filing date of this report.

According to the agreement, there are no penalties for late payments.

The Company owed Global Care $252,124 as of March 31, 2016, and $240,210 as of December 31,

2015.

DIA S.A.

On March 8, 2013, the Company entered into an interest free loan agreement with DIA S.A. in the

amount of $2,000,000 payable on March 8, 2014, in connection with the purchase of land concession

being part of the Paradisus Papagayo Bay Resort & Luxury Villas project from Altos held in the name

of Altos del Risco S.A. The terms of the loan agreement were amended on March 16, 2015, to extend

the due date for said payable until March of 2016.

On April 21, 2016, the Company signed a new agreement, which stipulated new payment terms. The

total amount of $2,000,000 is now repayable in four quarterly instalments of $500,000 each, starting

on August 21, 2016.

Timeline

Our expected timeline for developing the Paradisus Papagayo Bay Resort & Luxury Villas is as

follows:

— commence onsite vertical construction in the first quarter of 2017

— complete construction in the fourth quarter of 2018

— handover to Melía in the fourth quarter of 2018

Results of Operations

During the three-month period ended March 31, 2016, our operations were focused on (i) completing

earth work excavations on the Paradisus Papagayo Bay Resort & Luxury Villas property; (ii)

furthering discussions with prospective project development partners; (iii) pursuing additional debt

financing to fund the construction of the project.

The Company has been funded since inception from debt or equity placements and by shareholders or

partners in the form of loans. Capital raised to date has been allocated primarily to the development of

the Costa Rican property, including the purchase of the land and general and administrative costs.

Comprehensive Losses

The variance in losses over the comparative three month periods is reconciled below:

Previous year 3 months

(4,238,353)

Variances during the 3 months

Decrease in general and administrative expenses

783,497 Decrease in bonus payments

Increase in accrual for penalty on management

(5,000,000) Extraordinary expense to be reversed

agreement

during the next quarter

Increase in interest income

5,339 Increase in deposits

Decrease in interest expense

53,318 New accounting principle

Increase in fair values change of conversion features

408,697 New provision for increase in fair values

Increase in exchange differences

(633,393) Currency fluctuations

Increase in other expenses

(10,971) Decrease in miscellaneous expenses.

Income taxes

1,151 Foreign tax liability

Increase in foreign currency translation losses

(895,358) Currency fluctuations

Total variances

(5,287,720)

Current year 3 months

(9,526,073)

We did not generate revenue during this period and we expect to continue to incur losses through the

year ended December 31, 2016.

Income Tax Expense (Benefit)

The Company has a prospective income tax benefit resulting from a net operating loss carry-forward

and startup costs that will offset future operating profits.

Capital Expenditures

The Company expended a significant amount on capital expenditures for the period from inception to

March 31, 2016, in connection with the purchase of land concessions in Costa Rica, as well as the

planning and construction of the project and expects to incur future cash outflows on capital

expenditure as discussed in the "Liquidity and Capital Resources" and the "Going Concern"

paragraphs below.

Liquidity and Capital Resources

Since inception the Company has experienced significant changes in liquidity, capital resources, and

stockholders’ equity.

As of March 31, 2016 and December 31, 2015, the following were working capital items:

March 31,

December

2016

31, 2015

Current assets

Cash and cash equivalents

206,678

111,830

Receivable from related parties

17,951

19,945

Other assets

442,062

158,574

Total current assets

666,691

290,349

Current liabilities

Bank liabilities

179,313

Accounts payable

7,855,443

8,048,608

Accrued expenses

11,608,001

7,831,247

Notes payable

2,736,293

2,736,912

Notes payable to related parties

777,377

1,130,978

Bonds

8,783,680

8,347,717

Total current liability

31,760,794

28,274,775

Net working capital

(31,094,103) (27,984,426)

As of March 31, 2016 and December 31, 2014, the following were the items making up the total

stockholders’ deficit:

March 31,

December

2016

31, 2015

Assets

Current assets

666,691

290,349

Non-current assets

68,097,411

67,007,090

Total assets

68,764,102

67,297,439

Liabilities

Current liabilities

31,760,794

28,274,775

Non-current liabilities

87,666,534

80,287,652

Total liabilities

119,427,328 108,562,427

Total stockholders’ deficit

(50,663,226) (41,264,988)

The Company’s negative net working capital of $31,094,103 is of concern; however, based on the

guaranty signed by certain principals, the Company is convinced that it can address liquiditiy

problems.

Net cash flow used in operating activities for the three months ended March 31, 2016, was $928,807,

as compared to $2,469,730 for the three-month period ended March 31, 2015. The Company expects

to continue to use net cash flow in operating activities until we complete the Paradisus Papagayo Bay

Resort & Luxury Villas project, which completion is projected for the fourth quarter of 2018.

Net cash used in investing activities for the three months ended March 31, 2016, was $1,887,727 as

compared to $862,623 for the three-month period ended March 31, 2015. Net cash used in investing

activities in the current three-month period is comprised of the purchase of property and equipment,

and deposits related to construction, offset by receivables from related parties and restricted cash. Net

cash used in investing activities in the prior comparable three-month period was comprised of the

purchase of property and equipment, downpayments for property and equipment offset by receivables

from related parties, deposits related to construction and restricted cash. We expect negative net cash

flow in investing activities to continue while in the process of developing the Paradisus Papagayo Bay

Resort & Luxury Villas.

Net cash provided by financing activities for the three-month period ended March 31, 2016, was

$2,905,132 as compared to $3,425,275 for the three-month period ended March 31, 2015. Net cash

provided by financing activities in the current three-month period is comprised of proceeds from notes

payable to related parties, and proceeds from bond issuances net of commissions, offset by a decrease

in bank liabilities, the payment of debt issuance costs, and changes in other debt. Net cash provided

by financing activities in the prior comparable three-month period was comprised of proceeds from

notes payable related parties, and proceeds from bond issuances net of commissions, offset by the

decrease in bank liabilities, the payment of debt issuance costs, and changes in other debt. We expect

net cash flow provided by financing activities to continue due to the financing necessary to complete

the development of the Paradisus Papagayo Bay Resort & Luxury Villas.

Management believes that cash on hand, related party loans and the assurance of the Guaranty

Agreement as described in the going concern paragraph below are sufficient for us to conduct

operations over the next twelve months.

We had no lines of credit or other bank financing arrangements as of March 31, 2016.

We have commitments for executed purchase orders and agreements in the amount of $57 million as

of March 31, 2016, in connection with the development of the Paradisus Papagayo Bay Resort &

Luxury Villas, which commitments are included in the required estimated net financing of $192

million (excluding overhead expenses) to complete the project. Most material commitments are not

contractually agreed as of the end of the period. We have cancellable commitments to Meridian that

are not included in the required financing for the development of the Paradisus Papagayo Bay Resort

& Luxury Villas of approximately $15,000,000 as of March 31, 2016, for the purchase of two

additional concession properties in Polo Papagayo, Guanacaste, Costa Rica.

We maintain a defined benefit plan that covers all of our Swiss employees and have employment

agreements with our Chief Executive Officer and Chief Operating Officer as of March 31, 2016.

We have no current plans for significant purchases or sales of plant or equipment, except in

connection with the planned construction of the Paradisus Papagayo Bay Resort & Luxury Villas.

We have no current plans to make any changes in the number of our employees as of March 31, 2016.

Future Financings

A letter of engagement was executed with ISM Capital LLP (“ISM”), a London based investment

firm, on March 10, 2015, for the purpose of conducting a $100 million asset backed bond issuance.

On October 4, 2015 the bilateral agreement with ISM was extended into a multilateral agreement, by

incorporating Stifel Ncolaus Europe Ltd, to enlarge the territories in which the offering could be

effectively presented to include North America.In June 2016, the respective parties agreed to

terminate the cooperation, which did not provide the anticipated results. A formal termination letter is

presently being preparded.

On May 9, 2016, the Company signed an agreement with “Median Trust SA”, by which this service

provider is mandated to set-up a special purpose vehicle (“SPV”), as a “Compartment” in accordance

with Luxembourg law. The objective of the SPV is to obtain an investment grade rating and to make a

bond offering of not less than $100 million. The SPVwill therefore be the issuer, however, the

responsibility to place the bonds remains with the Company.

Off-Balance Sheet Arrangements

As of March 31, 2016, we had no significant off-balance sheet arrangements that have or are

reasonably likely to have a current or future effect on our financial condition, changes in financial

condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital

resources that are material to stockholders.

Going Concern

The Company intends to build a hotel in the Papagayo Gulf Tourism Project area of Guanacaste,

Costa Rica. The total net investment is estimated to be approximately $212 million.

The project is expected to open in the fourth quarter of 2017. Until the completion of the project, the

following expenditures are estimated to be incurred:

a. Gross project cost

217,000,000

b. Less: Proceeds from sale of villas

(25,000,000)

c. Net project cost

192,000,000

d. Overhead expenses

20,000,000

e. Total, excluding other potential projects

212,000,000

Sixty percent (60%) of the “Net project cost” is intended to be financed through the issuance of

secured bonds, for which negotiations have been initiated. The remaining forty percent (40% of the

“Net project cost”, as well as “non-recuperated overhead expenses” and the cost of potential “other

projects” are intended to be financed by the main shareholders or lenders of the project in the absence

of alternative financing committements, i.e. Zypam Ltd., shareholder and related entity to Mr. Josef

Mettler, Mr. Hans Rigendinger, shareholder, Chief Operating Officer and Company Board Member,

Dr. Max Rössler, Company Board Member and controlling shareholder of Aires, Mr Josef Mettler,

shareholder, Director and Chief Executive Officer.

On July 16, 2012, certain principal shareholders of the Company or principal lenders to the project

entered into a guaranty agreement in favor of SunVesta AG. The purpose of the guaranty is to ensure

that until such time as financing is secured for the entire project that they will act as a guarantor to

creditors to the extent of the project’s ongoing capital requirements.

On September 22, 2015, the signatories to the guaranty formally agreed to maintain the guaranty, as

necessary, until December 31, 2018, after which date the guaranty will expire. The guaranty

agreement requires that within 30 days of receiving a demand notice, the requested funds are made

available by the guarantors to the Company.

Based on this Guaranty Agreement, management believes that available funds are sufficient to finance

cash flows for the twelve months subsequent to March 31, 2016, and the filing date, though future

anticipated cash outflows for investing activities will continue to depend on the availability of

financing.

Forward-Looking Statements and Factors That May Affect Future Results and Financial

Condition

The statements contained in the section titled Management’s Discussion and Analysis of Financial

Condition and Results of Operations and elsewhere in this current report, with the exception of

historical facts, are forward-looking statements. Forward-looking statements reflect our current

expectations and beliefs regarding our future results of operations, performance, and achievements.

These statements are subject to risks and uncertainties and are based upon assumptions and beliefs

that may or may not materialize. These statements include, but are not limited to, statements

concerning:

— our anticipated financial performance and business plan

— the sufficiency of existing capital resources

— our ability to raise additional capital to fund cash requirements for future operations

— uncertainties related to our future business prospects

— our ability to generate revenues to fund future operations

— the volatility of the stock market

— general economic conditions

We wish to caution readers that our operating results are subject to various risks and uncertainties that

could cause our actual results to differ materially from those discussed or anticipated elsewhere in this

report. We also wish to advise readers not to place any undue reliance on the forward-looking

statements contained in this report, which reflect our beliefs and expectations only as of the date of

this report. We assume no obligation to update or revise these forward-looking statements to reflect

new events or circumstances or any changes in our beliefs or expectations, other than as required by

law.

Recent Accounting Pronouncements

Please see Note 2 to the accompanying consolidated financial statements for recent accounting

pronouncements.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET

RISK

Not applicable.

ITEM 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this annual report, an evaluation was carried out by the

Company’s management, with the participation of its chief executive officer and chief financial

officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules

13a-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)). Disclosure controls and

procedures are designed to ensure that information required to be disclosed in reports filed or

submitted under the Exchange Act is recorded, processed, summarized, and reported within the time

periods specified in the Commission’s rules and forms, and that such information is accumulated and

communicated to management, including the chief executive officer and chief financial officer, to

allow timely decisions regarding required disclosures.

Based on that evaluation, the Company’s management concluded, as of the end of the period covered

by this report, that the Company’s disclosure controls and procedures were not effective in recording,

processing, summarizing, and reporting information required to be disclosed, within the time periods

specified in the Commission’s rules and forms, and that such information was not accumulated and

communicated to management, including the chief executive officer and the chief financial officer, to

allow timely decisions regarding required disclosures.

Changes in Internal Control over Financial Reporting

During the quarter ended March 31, 2016, there has been no change in internal control over financial

reporting that has materially affected, or is reasonably likely to materially affect our internal control

over financial reporting.

PART II – OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

None.

ITEM 1A.

RISK FACTORS

Not required of smaller reporting companies.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF

PROCEEDS

None.

ITEM 3.

DEFAULTS ON SENIOR SECURITIES

None

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.

OTHER INFORMATION

None

ITEM 6.

EXHIBITS

Exhibits required to be attached by Item 601 of Regulation S-K are listed in the Index to Exhibits on

page 50 of this Form 10-Q, and are incorporated herein by this reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused

this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SunVesta, Inc.

Date

_/s/ Josef Mettler____________

June 15, 2016

Josef Mettler

Chief Executive Officer, Chief Financial Officer,

Principal Accounting Officer and Director

_/s/ Hans Rigendinger________

June 15, 2016

Hans Rigendinger

Chief Operating Officer and Director

INDEX TO EXHIBITS

Exhibit

Description

3.1.1*

Articles of Incorporation (incorporated by reference from the Form 10-SB filed with the Commission on

December 31, 1999).

3.1.2*

Amended Articles of Incorporation (incorporated by reference from the Form 10-KSB filed with the

Commission on April 9, 2003)

3.1.3*

Amended Articles of Incorporation (incorporated by reference from the Form 10-QSB filed with the

Commission on November 17, 2003).

3.1.4*

Amended Articles of Incorporation (incorporated by reference from the Form 8-K filed with the

Commission on September 27, 2007).

3.2.1*

Bylaws (incorporated by reference from the Form 10-SB filed with the Commission on December 31,

1999).

3.2.2*

Amended Bylaws (incorporated by reference from the Form 10-QSB filed with the Commission on

November 17, 2003).

10.1*

Securities Exchange Agreement and Plan of Exchange dated June 18, 2007 between the Company and

SunVesta AG (formerly ZAG Holdings AG) (incorporated by reference from the Form 8-K filed with

the Commission on June 21, 2007).

10.2*

Purchase and Sale Agreement between ZAG Holding AG and Trust Rich Land Investments, Mauricio

Rivera Lang dated May 1, 2006, for the acquisition of Rich Land Investments Limitada.

10.3*

Debt Settlement Agreement dated March 1, 2010, between the Company and Zypam, Ltd. (incorporated

by reference from the Form 8-K filed with the Commission on March 10, 2010).

10.4*

Debt Settlement Agreement dated March 1, 2010, between the Company and Hans Rigendinger

(incorporated by reference from the Form 8-K filed with the Commission on March 10, 2010).

10.5*

Guaranty Agreement dated July 16, 2012, between SunVesta AG, Josef Mettler, Hans Rigendinger and

Max Rӧssler.

10.6*

Employment Agreement dated January 1, 2013 between the Company and Hans Rigendinger

(incorporated by reference to the Form 8-K filed with the Commission on February 4, 2013.

10.7*

Employment Agreement dated July 4, 2013 between the Company and Josef Mettler (incorporated by

reference to the Form 10-Q filed with the Commission on October 10, 2013).

10.8*

Assignment of Debt Agreement dated December 31, 2012, between the Company, SunVesta AG and

Aires International Investments, Inc. (incorporated by reference to the Form 10-Q filed with the

Commission on December 13, 2013).

10.9*

Debt Settlement Agreement dated December 31, 2012, between the Company and Hans Rigendinger

(incorporated by reference to the Form 10-Q filed with the Commission on December 13, 2013).

10.10*

Loan Agreement dated October 31, 2013, between SunVesta AG and Aires International Investments,

Inc. (incorporated by reference to the Form 10-Q filed with the Commission on December 13, 2013).

10.11*

Assignment of Debt Agreement dated December 31, 2013, between the Company, SunVesta AG and

Aires International Investments, Inc.(incorporated by reference to the Form 10-Q filed with the

Commission on May 20, 2014).

10.12*

Assignment of Debt Agreement dated December 31, 2014, between the Company, SunVesta AG and

Aires International Investments, Inc. (incorporated by reference to the Form 10-Q filed with the

Commission on August 19, 2015).

10.13*

Addendum to Employment Agreement dated March 6, 2015, between the Company and Josef Mettler

(incorporated by reference to the Form 10-Q filed with the Commission on May 5, 2015).

14*

Code of Business Conduct and Ethics adopted on July 16, 2015 (incorporated by reference to the Form

10-Q filed with the Commission on August 19, 2015).

21*

Subsidiaries of the Company (incorporated by reference from the Form 10-K filed with the Commission

on April 15, 2015).

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14 of the

Securities and Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-

Oxley Act of 2002.

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section

1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99*

SunVesta, Inc. 2013 Stock Option Plan (incorporated by reference to the Form 10-Q filed with the

Commission on October 10, 2013).

101. INS

XBRL Instance Document^†

101. PRE

XBRL Taxonomy Extension Presentation Linkbase^†

101. LAB

XBRL Taxonomy Extension Label Linkbase^†

101. DEF

XBRL Taxonomy Extension Label Linkbase^†

101. CAL

XBRL Taxonomy Extension Label Linkbase^†

101. SCH

XBRL Taxonomy Extension Schema^†

Incorporated by reference to previous filings of the Company.

^†

Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed “furnished” and not

“filed” or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities

Act of 1933, or deemed “furnished” and not “filed” for purposes of Section 18 of the Securities and

Exchange Act of 1934, and otherwise is not subject to liability under these sections.

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