UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended:

~~July~~October 31, 2012

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

For the transition period from

___________

____________

Commission file number:

333-160311

VACATION HOME SWAP, INC.

(Exact name of registrant as specified in its charter)

Nevada

26-4682636

(State or other jurisdiction of incorporation or organization)

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

112 North Curry Street, Carson City, NV 89703

(Address of principal executive offices) (Zip Code)

Phone (775) 321-8201

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes |X| No |_|

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

Large accelerated filer [ ]

Accelerated filer [ ]

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

Smaller reporting company [X]

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

Yes |X| No |_|

The number of shares outstanding of the Registrant's Common Stock as September 14, 2012 was 10,325,000 shares of common stock, $0.001 par value, issued and outstanding.

The number of shares outstanding of the Registrant's Common Stock as December 4, 2012 was 69,920,000 shares of common stock, $0.001 par value, issued and outstanding.

VACATION HOME SWAP, INC.

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS



		Page
		Number
	PART I – FINANCIAL INFORMATION

Item 1	Condensed Financial Statements (Unaudited)	3

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10

Item 3	Quantitative and Qualitative Disclosures About Market Risk	12

Item 4	Controls and Procedures	12


	PART II – OTHER INFORMATION

Item 1	Legal Proceedings	13

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	14

Item 3	Defaults Upon Senior Securities	14

Item 4	(Removed and Reserved)	14

Item 5	Other Information	14

Item 6	Exhibits	14

VACATION HOME SWAP, INC. (A Development Stage Company) CONDENSED FINANCIAL STATEMENTS ~~July~~October 31, 2012 Unaudited CONDENSED BALANCE SHEETS CONDENSED STATEMENTS OF OPERATIONS CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) CONDENSED STATEMENTS OF CASH FLOW NOTES TO CONDENSED FINANCIAL STATEMENTS

VACATION HOME SWAP, INC.
(A Development Stage Company)
CONDENSED BALANCE SHEETS
		July 31, 2012		April 30, 2012
		October 31, 2012		April 30, 2012
				Audited
		Unaudited		Audited
ASSETS
CURRENT ASSETS
Cash	$	-	$	-
Prepaid Expenses		-		-
TOTAL ASSETS	$	-	$	-
LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	3842,~~496~~446	$	34,346
Loans from Related Party		35,725		35,725
TOTAL CURRENT LIABILITIES	$	7478,~~221~~171	$	70,071
STOCKHOLDER'S EQUITY (DEFICIT)
Capital stock (Note 3)
Capital stock (Note3)
Authorized
75,000,000 shares of common stock, $0.001 par value,
200,000,000 shares of common stock, $0.001 par value,
Issued and outstanding
10,325,000 shares of common stock	$	10,325	$	10,325
949,900,000 shares of common stock	$	949,900	$	949,900
Additional Paid in Capital		6(933,~~175~~400)		6(933,~~175~~400)
Deficit accumulated during the development stage		(9094,~~721~~671)		(86,571)
TOTAL STOCKHOLDER'S EQUITY/(DEFICIT)	$	(7478,~~221~~171)	$	(70,071)
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY/(DEFICIT)	$	-	$	-
The accompanying notes are an integral part of these condensed financial statements

VACATION HOME SWAP, INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF OPERATIONS
Unaudited
						~~Cumulative results~~											Cumulative results
		Three months		Three months		from inception
			Three months ended					Three months ended			Six months ended				Six months ended		from inception (March 31, 2009) to
		ended		ended		(March 31, 2009) to
			October 31, 2012					October 31, 2011			October 31, 2012				October 31, 2011		October 31, 2012
		July 31, 2012		July 31, 2011		July 31, 2012
REVENUE
REVENUE
Revenues	$		-			$		-		$	-		$		-	$	-
Revenues	$	-	$	-	$	-
Total Revenues	$		-			$		-		$	-		$		-	$	-
Total Revenues	$	-	$	-	$	-
EXPENSES
EXPENSES
Office and general	$		450			$		4,320		$	1,100		$		7,870	$	65,209
Office and general	$	650	$	3,550	$	29,023
Professional Fees			3,500					3,643			7,000				7,305		29,473
Professional Fees		3,500		3,661		61,709
Total Expenses	$		3,950			$		7,963		$	8,100		$		15,175	$	94,682
Total Expenses	$	4,150	$	7,211	$	90,732
Net Operating Loss	$		(3,950)			$		(7,963)		$	(8,100)		$		(15,175)	$	(94,682)
Net Operating Loss	$	(4,150)	$	(7,211)	$	(90,732)
Exchange Gain/(Loss)	$		-			$		-		$	-		$		-	$	11
Exchange Gain/(Loss)	$	-	$	-	$	11
NET LOSS	$		(3,950)			$		(7,963)		$	(8,100)		$		(15,175)	$	(94,671)
NET LOSS	$	(4,150)	$	(7,211)	$	(90,721)
BASIC AND DILUTED LOSS PER COMMON SHARE
BASIC AND DILUTED LOSS PER COMMON SHARE
	$		-			$		-		$	-		$		-
	$	-	$	-
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
		$		949,900,000	$		949,900,000		$			949,900,000		$	949,900,000
	$	10,325,000	$	10,325,000
The accompanying notes are an integral part of these condensed financial statements
The accompanying notes are an integral part of these condensed financial statements

VACATION HOME SWAP, INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
From inception (March 31, 2009) to July 31, 2012
From inception (March 31, 2009) to October 31, 2012
Unaudited
																~~Deficit~~	Deficit
	Common Stock	~~Common Stock~~														~~accumulated~~	accumulated
								Additional	~~Additional~~		Share		~~Share~~			~~during the~~	during the
	Number of	~~Number of~~						Paid-in	~~Paid-in~~		Subscription	~~Subscription~~			~~development~~		development
	shares	~~shares~~		Amount	~~Amount~~			Capital	~~Capital~~		Receivable	~~Receivable~~				~~stage~~	stage	~~Total~~		Total
Common stock issued for
Common stock issued for cash at
cash at $0.001 per share on April 30, 2009		10,000,000	$		10,000		$		-	$		(10,000)		$		-	$	-
$0.001 per share on April 20, 2009	920,000,000		$	920,000		$		(910,000)	$		(10,000)			$			-		$	-
Net loss for the period ended
April 30, 2009																~~(1,200)~~	(1,200)	~~(1,200)~~		(1,200)
Balance, April 30, 2009	920,000,000	~~10,000,000~~	$	920,000	~~10,000~~	$	$	(910,000)	-$	$	(10,000)	~~(10,000)~~		$		~~(1,200)~~	$(1,200)	~~(1,200)~~	$	(1,200)
Subscription Receivable on
June 3, 2009												10,000						10,000
October 8, 2009											10,000									10,000
Net loss for the year ended
April 30, 2010	-	-		-	-			-	-		-	-				~~(23,152)~~	(23,152)	~~(23,152)~~		(23,152)
Balance, April 30, 2010	920,000,000	~~10,000,000~~	$	920,000	~~10,000~~	$	$	(910,000)	-$	$	-	-		$		~~(24,352)~~	$(24,352)	~~(14,352)~~	$	(14,352)
Common stock issued for
Common stock issued for cash at
cash at $0.02 per share on June/July, 2010		325,000			325				6,175									6,500
$0.02 per share on June/July, 2010	29,900,000			29,900				(23,400)												6,500
Net loss for the year ended
April 30, 2011	-	-		-	-			-	-		-	-				~~(20,032)~~	(20,032)	~~(20,032)~~		(20,032)
Balance, April 30, 2011	949,900,000	~~10,325,000~~	$	949,900	~~10,325~~	$	$	(933,400)	~~6,175~~$	$	-	-		$		~~(44,384)~~	$(44,384)	~~(27,884)~~	$	(27,884)
Net loss for the year ended
April 30, 2012		-			-				-			-				(42,187)		(42,187)
April 30, 2010	-			-				-			-						(42,187)			(42,187)
Balance, April 30, 2012	949,900,000	~~10,325,000~~	$	949,900	~~10,325~~	$	$	(933,400)	~~6,175~~$	$	-	-		$		~~(86,571)~~	$(86,571)	~~(70,071)~~	$	(70,071)
Net loss for the period ended
July 31, 2012		-			-				-			-				(4,150)		(4,150)
October 31, 2012	-			-				-			-						(8,100)			(8,100)
Balance, July 31, 2012		10,325,000	$		10,325		$		6,175	$		-		$		(90,721)	$	(74,221)
Balance, October 31, 2012	949,900,000		$	949,900		$		(933,400)	$		-			$			(94,671)		$	(78,171)
The accompanying notes are an integral part of these condensed financial statements
Note: On November 1, 2012 the Company affected a 92 for 1 forward split of its capital structure such that every one share of common stock issued and outstanding prior to the split was exchanged for ninty-two post-split shares of common stock The accompanying notes are an integral part of these condensed financial statements

VACATION HOME SWAP, INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF CASH FLOW
Unaudited
			Three months		Three months		March 31, 2009
			Six months		Six months		March 31, 2009
			ended		ended		(inception date) to
			July 31, 2012		July 31, 2011		July 31, 2012
			October 31, 2012		October 31, 2011		October 31, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
	Net loss	$	(48,~~150~~100)	$	(715,~~211~~175)	$	(9094,~~721~~671)
	Adjustment to reconcile net loss to net cash
	used in operating activities
	Decrease (increase) in prepaid expenses		-		~~162~~(3,175)		-
	Increase (decrease) in accrued expenses	$	48,~~150~~100	$	(19,~~825)~~475	$	3842,~~496~~446
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
		$	-	$	(8,~~874~~875)	$	(52,225)
CASH FLOWS FROM FINANCING ACTIVITIES
	Proceeds from sale of common stock		-		-		16,500
	Loan from related party		-		8,~~614~~615		35,725
NET CASH PROVIDED BY FINANCING ACTIVITIES
		$	-	$	8,~~614~~615	$	52,225
NET INCREASE ( DECREASE) IN CASH		$	-	$	(260)	$	-
NET INCREASE (DECREASE) IN CASH		$	-	$	(260)	$	-
CASH, BEGINNING OF PERIOD		$	-	$	401	$	-
CASH, END OF PERIOD		$	-	$	141	$	-
Supplemental cash flow information and noncash financing activities:
Cash paid for:
	Interest	$	-	$	-	$	-
	Income taxes	$	-	$	-	$	-
The accompanying notes are an integral part of these condensed financial statements

VACATION HOME SWAP, INC. (A Development Stage Company) NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS ~~July~~October 31, 2012 NOTE 1 – CONDENSED FINANCIAL STATEMENTS The accompanying condensed financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at ~~July~~October 31, 2012, and for all periods presented herein, have been made. Certain information and footnote disclosures normally included in the condensed financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s April 30, 2012 audited financial statements. The results of operations for the periods ended ~~July~~October 31, 2012 and the same period last year are not necessarily indicative of the operating results for the full years. NOTE 2 – GOING CONCERN The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. NOTE 3 - 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 75200,000,000 common shares with a par value of $0.001 per share. No preferred shares have been authorized or issued. 8 On April 20, 2009, a director of the Company purchased 10920,000,000 shares of the common stock in the Company at $0.~~001~~00001 per share for $10,000.

8In 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 is 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. The Company has a total of 949,900,000 shares issued and outstanding as of October 31, 2012. NOTE 4 - LOANS FROM RELATED PARTIES The Company has received $35,725 as a loan from related parties as of October 31, 2012. The loan is repayable on demand and without interest. NOTE 5 – SUBSEQUENT EVENTS On November 1, 2012, the Company increased its authorized capital from 75,000,000 common shares to 200,000,000 shares and effected a 92:1 forward split of its issued and outstanding common stock. Par value of $0.001 remains unchanged. On November 3, 2012, Vacation Home Swap's majority stockholder, redeemed 879,980,000 shares of 920,000,000 shares of common stock held by him, and Vacation Home Swap retired such 879,980,000 shares into its authorized common stock thereby reducing the total issued and outstanding shares of Vacation Home Swap to 69,920,000 shares. Vacation Home Swap is not holding such shares in treasury.

VACATION HOME SWAP, INC. (A Development Stage Company) NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS July 31, 2012 NOTE 3 - CAPITAL STOCK (CONTINUDED) In June and July 2010 the company issued 325,000 common shares @ $0.02 for subscriptions receivable of $6,500. The Company has a total of 10,325,000 shares issued and outstanding at July 31, 2012. NOTE 4 - LOANS FROM RELATED PARTIES The Company has received $35,725 as a loan from related parties as of July 31, 2012. The loan is repayable on demand and without interest.

Item 2. Management`s Discussion and Analysis of Financial Condition and Results of Operations

This section of this report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

Overview

Vacation Home Swap, Inc. ("Vacation Home Swap", "the Company", “our” or "we") was incorporated in the State of Nevada as a for-profit company on March 31, 2009. The Company is a development stage company organized to enter into an Internet-based vacation home swapping company. The company plans to have a website where people can exchange homes for their holidays and travels.

As of the fiscal quarter ended ~~July~~October 31, 2012 we had no cash in the bank. We incurred operating expenses in the amount of $43,~~150~~950 in the three month period ended ~~July~~October 31, 2012 as compared to $7,~~211~~963 at three month period ended ~~July~~October 31, 2011. Since inception we have incurred operating expenses of $9094,~~732~~682.

The net decrease in cash provided by operating activities during the quarter ended ~~July~~October 31, 2012 was none compared to a net decrease in cash and cash equivalents for the quarter ended ~~July~~October 31, 2011 of $8,~~874~~875.

The cash provided by financing activities during the quarter ended ~~July~~October 31, 2012 was none compared to $ 8,~~614~~615 for the quarter ended ~~July~~October 31, 2011.

Plan of Operation

The Company has not yet generated any revenue from its operations. As of the fiscal quarter ended ~~July~~October 31, 2012 we had no cash. We incurred operating expenses in the amount of $43,~~150~~950 in the quarter ended ~~July~~October 31, 2012. These operating expenses were comprised of professional fees and office and general expenses.

Our current cash holdings will not satisfy our liquidity requirements and we will require additional financing to pursue our planned business activities. We have registered 4,000,000 of or our common stock for sale to the public. Our registration statement became effective on April 8, 2010 and we are in the process of seeking equity financing to fund our operations over the next 12 months.

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

If Vacation Home Swap is unsuccessful in raising the additional proceeds through a private placement offering it will then have to seek additional funds through debt financing, which would be

~~very~~Our ~~difficult~~current ~~for~~cash aholdings ~~new~~will ~~development~~not ~~stage~~satisfy ~~company~~our toliquidity ~~secure.~~requirements ~~Therefore, the company is highly dependent upon the success of the anticipated private placement offering described herein~~ and ~~failure~~we ~~thereof~~will ~~would~~require ~~result~~additional infinancing ~~Vacation Home Swap having~~ to ~~seek~~pursue ~~capital~~our ~~from~~planned ~~other~~business ~~resources such as debt financing, which may not even be available to the company~~activities. We ~~However,~~have ifregistered ~~such financing were available~~368, ~~because Vacation Home Swap is a development stage company with no operations to date~~000,000 itof ~~would~~or ~~likely~~our ~~have~~common tostock ~~pay~~for ~~additional~~sale ~~costs associated with high risk loans and be subject~~ to anthe ~~above market interest rate~~public. Our Atregistration ~~such~~statement ~~time~~became ~~these~~effective ~~funds~~on ~~are~~April ~~required~~8, ~~management~~2010 ~~would evaluate the terms of such debt financing~~ and ~~determine~~we ~~whether~~are ~~the~~in ~~business could sustain operations and growth and manage~~ the ~~debt~~process ~~load. If Vacation Home Swap cannot raise additional proceeds via a private placement~~ of ~~its~~seeking ~~common~~equity ~~stock or secure debt~~ financing ~~it would be required~~ to ~~cease~~fund ~~business~~our operations. Asover athe ~~result,~~next ~~investors~~12 ~~in Vacation Home Swap common stock would lose all of their investment~~months.

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

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

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

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

We do not currently have any employees and management does not plan to hire employees at this time. We do not expect the purchase or sale of any significant equipment and has no current material commitments.

Limited Operating History; Need for Additional Capital

There is no historical financial information about us upon which to base an evaluation of our performance. We are a development stage corporation and have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources.

Capital Resources

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

Off Balance Sheet Arrangement

The company is dependent upon the sale of its common shares to obtain the funding necessary to carry its business plan. Our President, Donald MacDow has undertaken to provide the Company with operating capital to sustain its business over the next twelve month period, as the expenses are incurred, in the form of a non-secured loan. However, there is no contract in place or written agreement securing these agreements. Investors should be aware that Mr. MacDow expression is neither a contract nor agreement between him and the company.

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

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not required.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Based upon an evaluation of the effectiveness of disclosure controls and procedures, our principal executive and financial officer has concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) were not effective. As reported in our Annual Report on Form 10-K for the year ended April 30, 2011, the Company’s principal executive and financial officer has determined that there are material weaknesses in our disclosure controls and procedures.

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:


	•	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.

Changes in Internal Controls over Financial Reporting

As reported in our Annual Report on Form 10-K for the year ended April 30, ~~2011~~2012, management is aware that there a significant deficiency and a material weakness in our internal control over financial reporting and therefore has concluded that the Company’s internal controls over financial reporting were not effective as of April 30, ~~2011~~2012. The significant deficiency relates to a lack of segregation of duties due to the small number of employees involvement with general administrative and financial matters. The material weakness relates to a lack of formal policies and procedures necessary to adequately review significant accounting transactions.

There have not been any changes in the Company's internal control over financial reporting during the quarter ended ~~July~~October 31, 2012 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.”

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

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

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

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None

Item 4. (Removed and Reserved)

Item 5. Other Information

None

Item 6. Exhibits


Exhibit No.		Document Description
3.1		Articles of Incorporation [1]

3.2		By-Laws [1]

10.1INS		XBRL Instance Document***

10.1SCH		XBRL Taxonomy Extension Schema***

10.1CAL		XBRL Taxonomy Extension Calculation Linkbase***

10.1DEF		XBRL Taxonomy Extension Definition Linkbase***

10,1LAB		XBRL Taxonomy Extension Label Linkbase***

10.1PRE		XBRL Taxonomy Extension Presentation Linkbase***

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 **

[1] Incorporated by reference from the Company’s filing with the Commission on June 29, 2009.

Included in Exhibit 31.1

Included in Exhibit 32.1

***

Includes the following materials contained in this Quarterly Report on Form 10-Q for the quarter ended ~~July~~October 31, 2012 formatted in XBRL (eXtensible Business Reporting Language): (i) the Balance Sheets, (ii) the Statements of Operations, (iii) the Statements of Changes in Equity, (iv) the Statements of Cash Flows, and (v) Notes.

SIGNATURES

Pursuant to the requirements of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Vacation Home Swap, Inc.

BY: /s/ Donald MacDow

----------------------

Donald MacDow

President, Secretary Treasurer, Principal Executive Officer,

Principal Financial Officer

Dated: ~~September~~December 1417, 2012

Filing Compare · Vacation Home Swap, Inc.