[LETTERHEAD OF GREENBERG TRAURIG, LLP]
Mark C Lee
Tel 916.442.1111
Fax 916.448.1709
leema@gtlaw.com
June 17, 2013
Via EDGAR and United Parcel Service
Alexandra M. Ledbetter
Attorney-Advisor
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: Vacation Home Swap, Inc.
Schedule 14F-1
Filed April 24, 2013
File No. 005,87420
Dear Ms. Ledbetter:
On behalf of Vacation Home Swap, Inc. (the "Company"), we are responding to
the comments in the letter from the Staff dated May 2, 2013 relating to the
Company's Schedule 14F-1 filed on April 24, 2013. In connection with our
responses herein, we take this opportunity to inform you that we believe the
share exchange agreement and proposed voluntary share exchange transaction
contemplated thereunder by and among the Company, Boost My Ads, Ltd. ("BMA") and
the shareholders of BMA (the "Exchange Transaction") will terminate in
accordance with the terms thereunder on June 30, 2013. Accordingly, after June
30, 2013, we will be filing a Current Report on Form 8-K disclosing the
termination of the Exchange Transaction and that there will be no change in the
officers and directors of the Company as disclosed under the Schedule 14F-1, in
accordance with SEC requirements.
The responses below have been numbered to correspond with the comments in
your May 2, 2013 letter.
Directors and Executive Officers, page 3
1. WITH RESPECT TO MR. HENDERSON AND MS. MYOTANEN, PLEASE REVISE THE
DISCLOSURE TO DESCRIBE MORE SPECIFICALLY EACH PERSON'S PRINCIPAL
OCCUPATIONS AND EMPLOYMENT DURING THE PAST FIVE YEARS. SEE ITEM
401(E)(1) OF REGULATION S-K. FOR EXAMPLE, WHERE YOU STATE THAT MR.
HENDERSON "WORKED IN PRIVATE BANKING," IDENTIFY HIS EMPLOYER AND
INDICATE HIS POSITION(S). WHERE YOU STATE THAT MS. MYOTANEN "WORKED AS
A FINANCIAL MANAGEMENT CONSULTANT," IDENTIFY HER EMPLOYER AND STATE
HER POSITION. WHERE YOU STATE THAT MS. MYOTANEN "WORKED WITH DOMESTIC
AND FOREIGN EQUITY, BONDS, DERIVATIVES, FUTURES AND CURRENCY
TRANSACTIONS AND MADE VALUE CALCULATIONS," INDICATE HER POSITION.
Securities and Exchange Commission
Division of Corporate Finance
June 17, 2013
Page 2
Company Response to Comment 1:
The Company respectfully informs the Staff that due to the contemplated
termination of the Exchange Transaction, neither Mr. Henderson nor Ms. Myotanen
will become a director or officer of the Company.
Security Ownership of Principal Shareholders, Directors, and Officers, page 8
2. PLEASE TELL US, WITH A VIEW TOWARD REVISED DISCLOSURE, WHAT
CONSIDERATION YOU HAVE GIVEN TO PROVIDING BENEFICIAL OWNERSHIP
INFORMATION GIVING EFFECT TO THE PROPOSED SHARE EXCHANGE TRANSACTION.
Company Response to Comment 2:
The Company respectfully informs the Staff that there will be no change to the
beneficial ownership of the Company due to the contemplated termination of the
Exchange Transaction.
We hope that the foregoing addresses all of the Staff's comments contained in
its letter dated May 2, 2013. Further, in accordance with the Staff's letter, we
are attaching the Company's acknowledgment.
Please fax a copy of any subsequent correspondence to my attention at (916)
448-1709 so that I may promptly coordinate any future responses with the
Company's management. If you have any questions regarding this response, please
do not hesitate to contact me directly at (916) 442-1111.
Best regards,
/s/ Mark C. Lee
----------------------------
Mark C. Lee
Shareholder
Securities and Exchange Commission
Division of Corporate Finance
June 17, 2013
Page 2
ACKNOWLEDGEMENT
In connection with Vacation Home Swap Inc.'s (the "Company") letter dated June
17, 2013 addressed to the Securities Exchange Commission, we acknowledge the
following:
* the Company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff comments
do not foreclose the Commission from taking any action with respect to
the filing; and
* the Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
VACATION HOME SWAP, INC.
/s/ Donald MacDow
--------------------------------
Donald MacDow, President