[13]
VACATION HOME SWAP, INC.
(A Development Stage Company)
NOTES TO THE AUDITED FINANCIAL STATEMENTS
April 30, 2013
NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION
Vacation Home Swap, Inc. (“Vacation Home Swap, “we”, “the Company”) was incorporated in the State of Nevada as a for-profit Company on March 31, 2009 and established a fiscal year end of April 30. We are a development-stage Company organized to enter into an Internet based vacation home swapping company. The company will have a website where people can exchange homes for their holidays and travels.
Vacation Home Swap will compete with other Internet based exchanging companies.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The financial statements present the balance sheet, statements of operations, stockholders' equity (deficit) and cash flows of the Company. These financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States.
Advertising
Advertising costs are expensed as incurred. As of April 30, 2013, no advertising costs have been incurred.
Property
The Company does not own or rent any property. The office space is provided by the president (or a director or whoever) at no charge.
Use of Estimates and Assumptions
Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.
Income Taxes
The provision of income taxes is the total of the current taxes payable and the net of the change in the deferred income taxes. Provision is made for the deferred income taxes where the differences exist between the period in which transactions affect current taxable income and the period in which they enter into the determination of net income in the financial statements
14
VACATION HOME SWAP, INC.
(A Development Stage Company)
NOTES TO THE AUDITED FINANCIAL STATEMENTS
April 30, 2013
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Net Loss per Share
The basic earnings (loss) per share is calculated by dividing the Company’s net income available to common shareholders by the weighted average number of common shares during the year. The diluted earnings (loss) per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company.
Stock-based Compensation
The Company follows ASC 718-10, "Stock Compensation", which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. The Company has not adopted a stock option plan and has not granted any stock options.
Development Stage Company
The Company is a development stage company, as defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915. The Company’s planned principal operations have not fully commenced.
Management plans to seek funding from its shareholders and other qualified investors to pursue its business plan.
NOTE 3 – GOING CONCERN
The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company has a working capital deficit of $93,480, an accumulated deficit of $109,970 and net loss from operations since inception of $109,970. The Company does not have a source of revenue sufficient to cover its operation costs giving substantial doubt for it to continue as a going concern. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. The Company is funding its initial operations by way of issuing Founder’s shares.
15
VACATION HOME SWAP, INC.
(A Development Stage Company)
NOTES TO THE AUDITED FINANCIAL STATEMENTS
April 30, 2013
NOTE 3 – GOING CONCERN (continued)
As of April 30, 2013, the Company had issued 10,000,000 Founder’s shares at $0.001 per share for net funds to the Company of $10,000.
These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.
NOTE 4 - FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company has determined the estimated fair value of financial instruments using available market information and appropriate valuation methodologies. The fair value of financial instruments classified as current assets or liabilities approximate their carrying value due to the short-term maturity of the instruments.
NOTE 5 – CAPITAL STOCK
On November 1, 2012, the Company affected a 92:1 forward split of its issued and outstanding common stock and changed the number of shares of common stock authorized to 200,000,000 shares. Par value of $0.001 remains unchanged. All share numbers have been retroactively adjusted for all periods presented give effect to the 92 for 1 forward stock split.
The Company’s capitalization is 200,000,000 common shares with a par value of $0.001 per share. No preferred shares have been authorized or issued.
On April 20, 2009, a director of the Company purchased 920,000,000 shares of the common stock in the Company at $0.00001 per share for $10,000.
In June and July 2010 the company issued 29,900,000 common shares @ $0.0022 for subscriptions receivable of $6,500.
On November 1, 2012, the Company increased its authorized capital from 75,000,000 common shares to 200,000,000 shares and affected a 92:1 forward split of its issued and outstanding common stock. Par value of $0.001 remains unchanged. In the meantime, the issued and outstanding shares were 949,900,000, which is over the limit of authorized shares 200,000,000 shares.
On November 3, 2012 the company effected a redemption of 879,980,000 shares at $10 and the Company retired such 879,980,000 shares into its authorized common stock thereby reducing the total issued and outstanding shares to 69,920,000.
16
VACATION HOME SWAP, INC.
(A Development Stage Company)
NOTES TO THE AUDITED FINANCIAL STATEMENTS
April 30, 2013
NOTE 5 – CAPITAL STOCK (continued)
As of April 30, 2013, the Company has not granted any stock options and has not recorded any stock-based compensation.
The Company has a total of 69,920,000 shares issued and outstanding as of April 30, 2013.
NOTE 6 – LOAN PAYABLE – RELATED PARTY LOANS
As at April 30, 2013The Company has received $35,735 as a loan from related parties. The loan is payable on demand and without interest.
NOTE 7 – INCOME TAXES
Income taxes are provided in accordance with ASC 740, Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
|
No provision was made for Federal Income tax
|
|
|
Net operating loss carry forward
|
109,970
|
|
Effective tax rate
|
35%
|
|
Deferred tax assets
|
38,490
|
|
Less: Valuation allowance
|
(38,490)
|
|
Net deferred tax asset
|
$ 0
|
The net federal operating loss carry forward will expire between 2027 and 2028. This carry forward may be limited upon the consummation of a business combination under IRC Section 381.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
No provision was made for Federal income tax.
17
VACATION HOME SWAP, INC.
(A Development Stage Company)
NOTES TO THE AUDITED FINANCIAL STATEMENTS
April 30, 2013
NOTE 7 – INCOME TAXES (continued)
The Company did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. The Company provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carryforwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carryforward period.
NOTE 8 - THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS
FASB ASC 105-10, Generally Accepted Accounting Principles (Prior authoritative literature: FASB SFAS No. 165, Subsequent Events (“SFAS 165”), issued May 28, 2009), which establishes general standards of accounting for, and disclosure of, events that occur after the balance sheet date but before financial statements are issued or are available to be issued. FASB ASC 105-10 (SFAS 165) is effective for interim or annual financial periods ending after June 15, 2009. The adoption of FASB ASC 105-10 (SFAS 165) did not have a material effect on the company’s financial position or results of operations. The Company evaluates subsequent events through the date the accompanying financial statements were issued, which was March 22, 2010.
FASB ASC 105-10-65, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles (Prior authoritative literature: FASB SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles (“SFAS 168”), issued June 2009), establishes the FASB Accounting Standards Codification (the “Codification”) as the single source of authoritative nongovernmental U.S. GAAP. The Codification is effective for interim and annual periods ending after September 15, 2009. The adoption of FASB ASC 105-10-65 (SFAS 168) did not have a material impact on the Company’s financial statements.
In February 2010, the FASB issued Accounting Standards Update (“ASU”) No. 2010-09, “Amendments to Certain Recognition and Disclosure Requirements” (“ASU 2010-09”), which is included in the FASB Accounting Standards Codification (the “ASC”) Topic 855 (Subsequent Events). ASU 2010-09 clarifies that an SEC filer is required to evaluate subsequent events through the date that the financial statements are issued. ASU 2010-09 is effective upon the issuance of the final update and did not have a significant impact on the Company’s financial statements.
NOTE 9 – SUBSEQUENT EVENTS
On June 30, 2013, the Share Exchange Agreement (the “Exchange Agreement”) between Vacation Home Swap, Inc., a Nevada corporation (the “Company”), Boost My Ads, Inc., a company organized under the laws of the British Virgin Islands (“Boost”) and the shareholders of Boost (the “Boost Shareholders”) was terminated pursuant to Section 6.01 (c) of the Exchange Agreement, which stated that the Exchange Agreement shall be terminated without penalty if the voluntary share exchange was not consummated on or before June 30, 2013. There were no material relationships between the Company or its affiliates and Boost or the Boost Shareholders, other than in respect of the Exchange Agreement.
18
VACATION HOME SWAP, INC.
(A Development Stage Company)
NOTES TO THE AUDITED FINANCIAL STATEMENTS
April 30, 2013
NOTE 9 – SUBSEQUENT EVENTS (continued)
On April 24, 2013, the Company mailed an Information Statement on Schedule 14F-1 to holders of record of shares of the Company’s common stock as of April 19, 2013, in which information regarding the proposed voluntary share exchange and proposed change in management pursuant to the Exchange Agreement was disclosed. As of June 30, 2013, the Exchange Agreement has been terminated and the Information Statement is no longer applicable.
19
Item 9.
Changes and Disagreements with Accounts on Accounting and Financial Disclosure
Our auditors are PLS CPA, A Professional Corp., 4725 Mercury Street #210, San Diego, California, 92111, operating from their offices in San Diego, California. There have not been any changes in or disagreements with our accountants on accounting, financial disclosure or any other matter.
Item 9A.
Controls and Procedures
In accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934 as amended (the “Exchange Act”), as of the end of the period covered by this
Annual Report on Form 10-K,
the Company’s management evaluated, with the participation of the Company’s principal executive and financial officer, the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act). Disclosure controls and procedures are defined as those controls and other procedures of an issuer that are designed to ensure that the information required to be disclosed by the issuer in the reports it files or submits under the Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that Evaluation he concluded that the Registrant’s disclosure controls and procedures are ineffective in gathering, analyzing and disclosing information needed to satisfy the registrant’s disclosure obligations under the Exchange Act. Based upon an evaluation of the effectiveness of disclosure controls and procedures, our Company’s principal executive and principal financial officer have concluded that as of the end of the period covered by this Annual Report on Form 10K our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) are not effective because of the material weaknesses in our disclosure controls and procedures which is identified below. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.”
The material weaknesses in our disclosure control procedures are as follows:
1
.
Lack of formal policies and procedures necessary to adequately review significant accounting transactions.
The Company utilizes a third party independent contractor for the preparation of its financial statements. Although the financial statements and footnotes are reviewed by our management, we do not have a formal policy to review significant accounting transactions and the accounting treatment of such transactions. The third party independent contractor is not involved in the day to day operations of the Company and may not be provided information from management on a timely basis to allow for adequate reporting/consideration of certain transactions.
2
.
Audit Committee and Financial Expert
. The Company does not have a formal audit committee with a financial expert, and thus the Company lacks the board oversight role within the financial reporting process.
We intend to initiate measures to remediate the identified material weaknesses including, but not necessarily limited to, the following:
20
|
|
•
|
Establishing a formal review process of significant accounting transactions that includes participation of the Chief Executive Officer, the Chief Financial Officer and the Company’s corporate legal counsel.
|
|
|
•
|
Form an Audit Committee that will establish policies and procedures that will provide the Board of Directors a formal review process that will among other things, assure that management controls and procedures are in place and being maintained consistently.
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Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes maintain records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition , use or disposition of company assets that could have a material effect on our financial statements would be prevented or detected.
As of April 30, 2013, management assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in SEC guidance on conducting such assessments. Based on this evaluation under the COSO Framework, our management concluded that our internal control over financial reporting are not effective as of April 30, 2013. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. Based on that evaluation, they concluded that, as of April 30, 2013, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.
The matters involving internal controls and procedures that the Company’s management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by the Company's Chief Financial Officer in connection with the review of our financial statements as of April 30, 2013 and communicated to our management.
Management believes that the material weaknesses set forth in items (2), (3) and (4) above did not have an effect on the Company's financial results. However, management believes that the lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures can result in the Company's determination to its financial statements for the future years.
21
We are committed to improving our financial organization. As part of this commitment, we will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to the Company: i) Appointing one or more outside directors to our board of directors who shall be appointed to the audit committee of the Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; and ii) Preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.
Management believes that the appointment of more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on the Company's Board. In addition, management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes. Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support the Company if personnel turn over issues within the department occur. This coupled with the appointment of additional outside directors will greatly decrease any control and procedure issues the company may encounter in the future.
We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.
There have been no changes in our internal controls over financial reporting that occurred during the quarter ended April 30, 2013 that have materially affected or are reasonably likely to materially affect, our internal controls over financial reporting.
This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide management report in the Annual Report.
Item 9B.
Other Information
None
22
PART III
Item 10.
Directors, Executive Officers and Corporate Governance
As a condition to the closing of the Exchange, Mr. Donald MacDow will resign as the Company's sole director and as President, Secretary, Treasurer, Chief Financial Officer and Chairman of the Board of Directors. Effective as of the closing date, it is currently anticipated that Mr. William Henderson will be appointed as the sole director of the Company. It is further anticipated that Mr. Williams Henderson will be appointed as the Company's Chief Executive Officer and Chairman of the Board of Directors, and Ms. Minna Myotanen will be appointed Chief Financial Officer, Vice President of Finance, and Secretary.
The Board of Directors currently consists of one (1) director. The director will serve for a term of one year and until his successor is elected at the Company's annual shareholders' meeting and is qualified, subject to removal by the Company's shareholders. Each executive officer serves, at the pleasure of the Board of Directors, for a term of one year and until his or her successor is elected at a meeting of the Board of Directors and is qualified.
The following table sets forth certain information for the proposed incoming director and incoming officers after the forthcoming change in officers and directors.
|
Name
|
Age
|
|
Position(s)
|
|
William Henderson
|
47
|
|
Director, Chief Executive Officer, Chairman of the Board of Directors
|
|
Minna Myotanen
|
27
|
|
Chief Financial Officer, Vice President of Finance, Secretary
|
Background of Officer and Director
William Henderson
Mr. Henderson is a financial veteran with experience in many industries. He has structured the funding of, and partnerships for several international projects. Mr. Henderson has been the Chief Executive Officer and Chairman of BMA since December 7, 2012. Since October 2011, Mr. Henderson has been a director of Barun Gold Investments Limited, a Hong Kong company. Prior to his term with BMA, he was the Co-Founder and Chief Operating Officer of Kelston Capital Ltd. With His Royal Highness Sheikh Khalifa Fahad Mohammed Al-Thani Of Doha Qatar, an investment company that focuses on mergers and acquisitions of in the construction industry. With Kelston, Mr. Henderson was responsible for the company's overall day-to-day operations and development in the Chinese market.
From 1999 to 2010, prior to working with Kelston, Mr. Henderson worked in private banking.
The Board believes that Mr. Henderson's entity management skills and business experience will help the Company to achieve its goals.
23
Minna Myotanen
Minna Myotanen has many years of financial administration experience. She joined BMA on January 15, 2013. Prior to joining BMA, she worked as a financial management consultant from May 2012 to January 2013. Ms. Myotanen began her career in the banking and insurance sector working for Danske Capital, a subsidiary to Danske Bank Plc., from April 2008 to December 2008 and for Mandatum Life, a subsidiary to Sampo Group Plc., from September 2007 to March 2008. During her time at Danske Capital, she worked with domestic and foreign equity, bonds, derivatives, futures and currency transactions and made value calculations. Danske Bank shares are listed on NASDAQ OMX Copenhagen and are included in a number of Danish and international share indices. From October 2009 to January 2012, Ms. Myotanen worked as a business controller for a startup company called Nobultec Ltd. After Nobultec was acquired by QPR Software Plc., she moved to work for the parent company. Ms. Myotanen received her Master of Economic Sciences from the Helsinki School of Economics.
The Board believes that Ms. Myotanen's strong mergers and acquisition experience, business development skills, and comprehensive experience in analyzing companies will provide useful insight and guidance into the Company's financial performance, development and business.
Significant Employees
The Company does not, at present, have any employees other than the current officers and directors. We have not entered into any employment agreements, as we currently do not have any employees other than the current officers and directors.
Family Relations
There are no family relationships among the Directors and Officers of Vacation Home Swap, Inc.
Involvement in Legal Proceedings
Our current directors and executive officers and our incoming director and officers have not been involved in any of the following events during the past ten years:
1. A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
2. Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
3. Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:
i. Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person,
24
director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
ii. Engaging in any type of business practice; or
iii. Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;
4. Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;
5. Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
6. Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
7. Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
i. Any Federal or State securities or commodities law or regulation; or
ii. Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or
iii. Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
8. Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
Item 11.
Executive Compensation.
No director, officer or employee of BMA received compensation during BMA's last fiscal year.
None of our executive officers or directors received, nor do we have any arrangements to pay out, any bonus, stock awards, option awards, non-equity incentive plan compensation, or non-qualified deferred compensation.
25
Item 12.
Security Ownership of Certain Beneficial Owners and Management and related Stockholder Matters
|
|
Name and Address of Beneficial Owner [1]
|
Shares Beneficially Owner
|
Percentage Beneficially Owned
|
|
Directors and Executive Officers
|
Donald MacDow
President, Secretary, Treasurer, Director
16847 Heart Lake Rd, Caledon ON L7C 2L4
|
40,020,000
|
58.237%
|
|
|
All Officers and Directors as a Group
|
40,020,000
|
58.237%
|
|
5% Shareholders
|
Cede & Co (Fast)
P.O. Box 222 Bowling Green Station
New York NY 10274
|
9,660,000
|
13.816%
|
(1) Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Pursuant to the rules of the SEC, shares of common stock which an individual or group has a right to acquire within 60 days pursuant to the exercise of options or warrants are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be beneficially owned and outstanding for the purpose of computing the percentage ownership of any other person shown in the table.
Item 13.
Certain Relationships and Related Transactions, and Director Independence
There are no family relationships between any of our current directors or executive officers and the proposed Incoming Director and Incoming Officers. During our fiscal year ended April 30, 2013 and the previous fiscal year, there were no transactions with related parties other than as noted below. To our knowledge, and except as set forth below, the proposed Incoming Directors and Incoming Officers are not currently directors of the Company, do not hold any position with the Company, and have not been involved in any material proceeding adverse to the Company or its subsidiary or have a material interest adverse to the Company or its subsidiary, or any transactions with the Company or any of its directors, executive officers, affiliates, or associates that are required to be disclosed pursuant to the rules and regulations of the SEC.
In accordance with the proposed Exchange, the BMA Shareholders shall own approximately 66% of the issued and outstanding Common Stock of the Company. Mr. William Henderson, our Chairman, is the director of Barun Gold Investments Limited, one of the Selling Shareholders of Boost. Mr. Henderson exercises voting and dispositive control over the shares held by Barun Gold Investments Limited, which received 34,222,500 shares of Common Stock. In addition, at the Closing of the
26
Exchange Transaction, Ms. Minna Myotanen, our Chief Financial Officer, was issued 877,500 shares of Common Stock.
REVIEW, APPROVAL OR RATIFICATION OF TRANSACTIONS WITH RELATED PERSONS
As we have not adopted a Code of Ethics, we rely on our Board of Directors to review related party transactions on an ongoing basis to prevent conflicts of interest. Our Board of Directors reviews a transaction in light of the affiliations of the director, officer or employee and the affiliations of such
person's immediate family. Transactions are presented to our Board of Directors for approval before they are entered into or, if this is not possible, for ratification after the transaction has occurred. If our Board of Directors finds that a conflict of interest exists, then it will determine the appropriate remedial action, if any. Our Board of Directors approves or ratifies a transaction if it determines that the transaction is consistent with the best interests of the Company.
DIRECTOR INDEPENDENCE
During the year ended April 30, 2012, we did not have any independent directors on our Board of Directors. We evaluate independence by the standards for director independence established by applicable laws, rules, and listing standards including, without limitation, the standards for independent directors established by The New York Stock Exchange, Inc., the NASDAQ National Market, and the Securities and Exchange Commission.
Subject to some exceptions, these standards generally provide that a director will not be independent if (a) the director is, or in the past three years has been, an employee of ours; (b) a member of the director's immediate family is, or in the past three years has been, an executive officer of ours; (c) the director or a member of the director's immediate family has received more than $120,000 per year in direct compensation from us other than for service as a director (or for a family member, as a non-executive employee); (d) the director or a member of the director's immediate family is, or in the past three years has been, employed in a professional capacity by our independent public accountants, or has worked for such firm in any capacity on our audit; (e) the director or a member of the director's immediate family is, or in the past three years has been, employed as an executive officer of a company where one of our executive officers serves on the compensation committee; or (f) the director or a member of the director's immediate family is an executive officer of a company that makes payments to, or receives payments from, us in an amount which, in any twelve-month period during the past three years, exceeds the greater of $1,000,000 or two percent of that other company's consolidated gross revenues.
Item 14.
Principal Accountant Fees and Services.
For the fiscal year ended April 30, 2013 we incurred approximately $10,000 in fees to our principal independent accountants for professional services rendered in connection with the audit of financial statements.
During the fiscal year ended April 30, 2013, we did not incur any other fees for professional services rendered by our principal independent accountants for all other non-audit services which may include, but not limited to, tax related services, actuarial services or valuation services.
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PART IV
Item 15
. Exhibits
23.1 Consent of PLS CPA, 4725 Mercury Street #210, San Diego, California, 92111
31.1 Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer
31.2 Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer *
32.1 Section 1350 Certification of Chief Executive Officer
32.2 Section 1350 Certification of Chief Financial Officer **
101.INS*** XBRL Instance Document
101.SCH*** XBRL Taxonomy Extension Schema
101.CAL*** XBRL Taxonomy Extension Calculation Linkbase
101.DEF*** XBRL Taxonomy Extension Definition Linkbase
101.LAB*** XBRL Taxonomy Extension Label Linkbase
101.PRE*** XBRL Taxonomy Extension Presentation Linkbase
* Included in Exhibit 31.1
** Included in Exhibit 32.1
*** Includes the following materials contained in this Annual Report on Form 10-K for the fiscal year ended April 30, 2013 formatted in XBRL (eXtensible Business Reporting Language): (i) the Balance Sheets, (ii) the Statements of Operations, (iii) the Statements of Changes in Equity, (iv) the Statements of Cash Flows, and (v) Notes to Financial Statements.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Vacation Home Swap, Inc.
/s/ William Henderson
-------------------------------
William Henderson
Chief Executive Officer and Chairman of the Board of Directors
/s/ Minna Myotanen
-------------------------------
Minna Myotanen
Chief Financial Officer, Vice President of Finance and Secretary
Dated: August 06, 2013
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