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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
April 19, 2013
Date of Report (Date of earliest event reported)
VACATION HOME SWAP, INC.
(Exact Name of Registrant as Specified in Charter)
Nevada 333-160311 26-4682636
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
112 North Curry Street, Carson City, NV 89703
(Address of Principal Executive Offices)
(775) 321-8201
(Registrant's telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
SHARE EXCHANGE AGREEMENT
On April 19, 2013, Vacation Home Swap, Inc., a Nevada corporation (the
"Company") entered into a Share Exchange Agreement (the "Exchange Agreement")
with Boost My Ads, Inc., a company organized under the laws of the British
Virgin Islands ("Boost") and the shareholders of Boost (the "Boost
Shareholders"). Pursuant to the terms and conditions of the Exchange Agreement,
the Boost Shareholders will voluntarily exchange all of the capital stock of
Boost (collectively, the "Boost Shares") for Fifty Eight Million Six Hundred
Thousand (58,600,000) shares of common stock of the Company (the "Exchange"). At
the closing, it is anticipated that the Boost Shareholders will own
approximately 66% of the issued and outstanding shares of the Company.
Boost's goal is to provide a global marketplace for advertisers and buyers.
Boost offers products and services that enable businesses to access advertising
applications, which allow them to market all of their products internationally.
The platform that Boost has developed uses the latest technology which provides
compatibility with mobile devices.
The Exchange Agreement has been approved by the boards of directors of each
of the Company and Boost. Subject to any requisite approvals, the appointment of
new directors and management as described below, and other customary closing
conditions, the Exchange is expected to be completed no later than three (3)
business days after the closing conditions set forth in the Exchange Agreement
have either been satisfied or waived by the appropriate party.
The Exchange Agreement includes customary representations, warranties and
covenants of the Company, Boost and the Boost Shareholders made to each other as
of specific dates. The assertions embodied in those representations and
warranties were made solely for purposes of the Exchange Agreement and are not
intended to provide factual, business, or financial information about the
Company, Boost and the Boost Shareholders. Moreover, some of those
representations and warranties (i) may not be accurate or complete as of any
specified date, (ii) may be subject to a contractual standard of materiality
different from those generally applicable to shareholders or different from what
a shareholder might view as material, (iii) may have been used for purposes of
allocating risk among the Company, Boost and the Boost Shareholders, rather than
establishing matters as facts, or (iv) may have been qualified by certain
disclosures not reflected in the Exchange Agreement that were made to the other
party in connection with the negotiation of the Exchange Agreement and generally
were solely for the benefit of the parties to that agreement. The Exchange
Agreement should not be read alone, but should instead be read in conjunction
with the other information regarding the Company that has been, is or will be
contained in, or incorporated by reference into, the Forms 10-K, Forms 10-Q,
Forms 8-K, proxy statements and other documents that the Company files with the
SEC.
The Exchange Agreement also includes certain termination provisions for
both the Company and Boost. Among the termination rights, the Company and Boost
have the right to terminate the Exchange Agreement if the closing date of the
Exchange has not occurred on or before June 30, 2013.
CHANGE IN MANAGEMENT AND BOARD OF DIRECTORS
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 foregoing description of the terms and conditions of the Exchange
Agreement and the transactions contemplated thereunder that are material to the
Company does not purport to be complete and is qualified in its entirety by
reference to the full text of the Exchange Agreement, a copy of which is
attached hereto as Exhibit 2.1 and is incorporated by reference into this Item
1.01.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
Exhibit
Number Description
------ -----------
2.1 Share Exchange Agreement, dated April 19, 2013, by and among the
Company, Boost and the shareholders of Boost listed in the
signature pages thereto.
3
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 hereunto duly authorized.
VACATION HOME SWAP, INC.
a Nevada corporation
Dated: April 22, 2013 By: /s/ Donald MacDow
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Donald MacDow
President
