Converted by EDGARwiz

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2012.

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

___ to

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)

Registrant’s telephone number, including area code: 011 41 43 388 40 60

Securities registered under Section 12(b) of the Act: none.

Securities registered under Section 12(g) of the Act: common stock (title of class), $0.01 par value.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes o No þ

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 o No þ

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 o No þ

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not

contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements

incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

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. Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ

The aggregate market value of the registrant’s common stock, $0.01 par value (the only class of voting stock), held by non-affiliates

(50,890,669 shares) was approximately $4,325,707 based on the based on the average closing bid and ask prices ($0.085 ) for the

common stock on June 28, 2013.

At June 28, 2013 the number of shares outstanding of the registrant’s common stock, $0.01 par value (the only class of voting

stock), was 75,541,603.

TABLE OF CONTENTS

PART I

Item1.

Business

Item 1A.

Risk Factors

Item 1B.

Unresolved Staff Comments

Item 2.

Properties

Item 3.

Legal Proceedings

Item 4. Mine Safety Disclosures 14

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of

Equity Securities

Item 6.

Selected Financial Data

Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

Item 8.

Financial Statements and Supplementary Data

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9A.

Controls and Procedures

Item 9B.

Other Information

PART III

Item 10.

Directors, Executive Officers, and Corporate Governance

Item 11.

Executive Compensation

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder

Matters

Item 13.

Certain Relationships and Related Transactions, and Director Independence

Item 14.

Principal Accountant Fees and Services

PART IV

Item 15.

Exhibits, Financial Statement Schedules

Signatures

PART I

ITEM 1.

BUSINESS

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

and its subsidiaries, unless context indicates otherwise.

Corporate History

The Company was incorporated under the laws of the State of Florida on September 12, 1989 as “Thor

Ventures Corp.” On November 26, 2002 the Company’s name was changed to “Jure Holdings, Inc.” as part

of a process to restructure the corporation. On April 25, 2003 we acquired OPENLiMiT Holding AG, a

Swiss developer of digital signature software and subsequently changed our name to “OPENLiMiT, Inc.”

We spun-off OPENLiMiT Holding AG to our stockholders on September 1, 2005. On August 24, 2007 we

changed the Company’s name to “SunVesta, Inc.” and on August 27, 2007 acquired SunVesta Holding AG

(“SunVesta AG”) as a wholly-owned subsidiary.

SunVesta AG was incorporated under the laws of Switzerland on December 18, 2001 and is domiciled in

the Canton of Zurich, Switzerland. SunVesta AG operates through its subsidiaries:

— SunVesta Projects & Management AG (Switzerland) (100% owned)

— SunVesta Costa Rica Limitada (Costa Rica) (100% owned)

— Rich Land Investments Limitada (Costa Rica) (100% owned)

The Company’s principal place of business is located at Seestrasse 97, Oberrieden, Switzerland CH-8942.

Our telephone number is 011 41 43 388 40 60. Our registered agent is Hubco Registered Agents Services,

Inc., located at 155 Office Plaza Drive, 1^st Floor, Tallahassee, Florida, 32301 and their telephone number is

(800) 443-8177.

SunVesta

Business Overview

We are in the process of developing high-end luxury hotels and resorts in emerging tourist destinations. We

are initially concentrating on offering luxury hotel products located in attractive, top-class coastal vacation

destinations in countries such as Costa Rica, Vietnam, and Turkey that are fast emerging as popular tourist

destinations. Country specific conditions are taken into account when properties are considered for

development. General considerations as to where to develop properties include the stability of local

political conditions, geologically useful cultivability, and the types of destinations that attract a five-star

clientele. Each potential investment is first 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, to be constructed on 20.5 hectares of prime land located in Guanacaste

Province, Costa Rica, is the Paradisus Papagayo Bay Resort & Luxury Villas, a five star luxury hotel

scheduled to open in November 2014 subject to requisite financing.

Specifications

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

— eco-luxury all-inclusive resort

— 381-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

Royal Service

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

Garden Villa and/or a Jacuzzi in every suite.

The Royal Service area will include:

— 112 Junior Suites Grand Deluxe

(53-60* square meters)

— 3 Junior Suites Grand Deluxe for Handicapped Guests

(53* square meters)

— 6 Grand Master Suites

(82* square meters)

— 1 Grand Presidential Suite (4 bedrooms)

(145* square meters)

— 20 one or two bedroom Garden Villas

(91 – 117* 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. Royal Service guests will furthermore have access to restaurants, bars, lounges, fitness

equipment, spas and outside massage areas.

Family Concierge

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

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

— 166 Junior Suites Deluxe

(47* square meters)

— 34 Suites Deluxe

(87* square meters)

— 34 Suites Premium

(93* square meters)

— 6 Handicapped Junior Suites Deluxe

(47* square meters)

— 1 Presidential Suite

(189* 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 will have a full view of

the sea. Family Concierge guests will furthermore have access to restaurants, bars, and lounges. The

intended Onyx Night Club and the Gabi Club will be located near the beach.

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

— over 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 let them back to the resort

when not occupied by the owners.

Management

Overall project development is lead by Josef Mettler, our chief executive officer, Charles Fessel, project

director Paradisus Papagayo Bay Resort & Luxury Villas, Hans Rigendinger, chairman of the board

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 lead by Concreta Srl.

Resort management is to be provided by Meliá Hotel International, S.A. (“Sol Meliá”). “Paradisus” is

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

the world. Sol Meliá 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 Meliá, Sol

Meliá, ME by Sol Meliá, Innside by Sol Meliá, Tryp, Sol Meliá, Sol Meliá Vacation Club, and Paradisus

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

Dominican Republic, including:

Paradisus Palma Real (Dominican Republic):

— 496 oversized suites

— numerous pools and whirlpools, five tennis courts, casino, beach, golf, meeting space, five

restaurants, two buffets, nine bars, etc.

The Reserve at Palma Real (Dominican Republic):

— 184 rooms “Residential Concierge Suites”

— private beach, swimming pools, 7800 sq ft “Kids Zone”, 24,000 sq. ft. Yhi Spa, three

restaurants, two buffets, two bars, etc.

Paradisus Punta Cana (Dominican Republic):

— 884 oversized suites (500 - 1000+ sq ft)

— seven pools, four tennis courts, casino, beach, “Kids Zone”, Yhi Spa and fitness, meeting

rooms, 12 restaurants, eight bars, etc.

The Reserve at Punta Cana (Dominican Republic):

— 132 residential suites

— pools (with partially underwater pool beds, water features, etc), private beach, spa, cabanas,

etc.

La Esmeralda at Playa del Carmen

— 512 suites including 56 swim-up suites

— spas, meeting spaces, 11 restaurants, 10 bars, etc. (partially shared with La Perla at Playa del

Carmen).

La Perla at Playa del Carmen

— 394 suites including 60 swim-up suites

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

— spas, meeting spaces, 11 restaurants, 10 bars, etc. (partially shared with La Esmeralda at

Playa del Carmen)

Our Paradisus Papagayo Bay Resort & Luxury Villas development is intended to replace Paradisus Resorts’

former Paradisus Playa Conchal in Guanacaste, Costa Rica which property was operated by Sol Meliá until

April 30, 2011. Our project is part of Sol Meliá’s master expansion plan, which includes the opening of two

resorts in Playa del Carmen, Mexico in November of 2011. Sol Meliá aims to solidify Paradisus Resorts as

a leader in the luxury all-inclusive market segment with the new properties in Playa del Carman and our

own Paradisus Papagayo Bay Resort & Luxury Villas project.

Additional Concession Properties

On April 20, 2012, SunVesta AG entered into an agreement with Meridian IBG (“Meridian”) to purchase

two additional concession properties in Polo Papagayo, Gunacaste. The additional concession properties

have a total surface of approximately 230,000 square metres, purchased for a total of $22,895,806, on terms

whereby fifty percent was to be paid in cash and the other fifty percent with the transfer of a ten percent

equity interest in La Punta (the concession properties in Polo Papagayo on which the project will be

located) and a five percent equity interest in Paradisus Papagayo Bay Resort & Luxury Villas. 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 agreement with Meridian was amended to decrease the total purchase price to

$17.2 million with no equity payment. The terms and conditions of the cash payment were to be defined.

Furthermore, all payments by the Company to date and in the future are refundable. Since signing the

agreement, the Company had paid down-payments on the purchase of the additional concession properties

of approximately $1,400,000 as of December 31, 2012.

Subsequent to period end, on May 7, 2013, SunVesta AG entered into a new agreement with Meridian that

replaced the original contract, with a new total purchase price of $17,500,000 and a remaining amount due

of $15,830,299. The new agreement includes a payment plan for the remainder due divided amongst

Meridian and a third party as follows:

Third Party

— $300,000 on May 4, 2013 which was paid on May 7, 2013 and is non-refundable

— $1,000,000 on June 30, 2013, which is refundable

— $1,000,000 on July 31, 2013, which is refundable

— $1,000,000 on August 31, 2013, which is refundable

— $1,500,000 on September 30, 2013, which is refundable

— $1,500,000 on October 31, 2013, which is refundable

— $1,700,000 on November 30, 2013, which is refundable

$8,000,000 in total to Third Party

Original Seller

— $1,000,000 on January 31, 2014

— $1,000,000 on February 28, 2014

— $1,000,000 on March 31, 2014

— $1,000,000 on April 30, 2014

— $1,000,000 on May 31, 2014

— $1,000,000 on June 30, 2014

— $1,000,000 on July 31, 2014

— $1,130,000 on August 31, 2014

$8,130,000 in total to Original Seller

Should SunVesta AG be able to meet the payments due to the third party in advance of the required

payment dates, the new agreement provides for certain discounts against that amount to be paid to Meridian

based on a sliding scale determined as of the full satisfaction date.

Hotel and Entertainment Complex (Atlanta, Georgia, U.S.A)

On September 19, 2012, SunVesta AG entered into an agreement with Fundus America (Atlanta) Limited

Partnership (“Fundus”) to purchase a hotel and entertainment complex in Atlanta, Georgia, U.S.A. for $26

million. An additional $18 million for renovations would be required to remediate the hotel and

entertainment complex. The Company entered into a series of negotiations with various parties to finalize a

financing package for this project but was unable to procure such financing. Subsequent to period end,

February 6, 2013, the $250,000 escrow deposit was released to Fundus. A second amendment and

reinstatement agreement was entered into on March 12, 2013, pursuant to which SunVesta AG remitted an

additional non-refundable closing extension fee in the amount of $250,000 to extend the closing date for the

transaction to April 1, 2013. A third amendment and reinstatement agreement was entered into on May 17,

2013, pursuant to which SunVesta AG remitted an additional non-refundable closing extension fee in the

amount of $250,000 to extend the closing date for the transaction to July 10, 2013. Should SunVesta AG

close the transaction with Fundus on or before July 10, 2013, those amounts paid on deposit and as

extension fees are to be credited against the purchase price for the hotel and entertainment complex.

Otherwise, said amounts are to be considered earned by Fundus and non-refundable to SunVesta AG.

Finance

The anticipated completion of the Paradisus Papagayo Bay Resort & Luxury Villas in November of 2014

will require a total investment of approximately $180 million of which approximately $25 million has been

expended as of December 31, 2012. We expect to realize a minimum of $80 million in new funding over the

next twelve months, though our actual financing requirements may be adjusted to suit that amount realized,

and an additional $75 million in funding by the time the development is completed. New funding over the

next twelve months is expected to be raised from debt financing through bonds, shareholder loans and the

guaranty agreement in place as described herein.

SunVesta AG, our wholly owned subsidiary, is in the process of issuing fixed-income Euro denominated

bonds up to an aggregate amount of € 25,000,000 and fixed income CHF denominated bonds up to an

aggregate amount of CHF 15,000,000 to fund the initial development of the Paradisus Papagayo Bay Resort

& Luxury Villas project.

The Euro bonds are unsecured, have a three year term, bear interest at 8.25% per annum payable each

November 30 over the term due November 30, 2013. SunVesta AG raised $4,618,170 for the year ended

December 31, 2012 and $9,598,537 for the year ended December 31, 2011, for a total of $14,216,707 as of

December 31, 2012, in connection with the Euro bond offering.

The CHF bonds are unsecured, have a three year term, bear interest at 7.25% per annum payable each

August 31 over the term due August 31, 2015. SunVesta AG raised $1,870,466 for the year ended

December 31, 2012 and $3,818,898 for the year ended December 31, 2011, for a total of $5,689,364 as of

December 31, 2012, in connection with the CHF bond offering.

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

Inc. (“Aires”), a company owned by a board member of SunVesta AG, which was subsequently amended

on May 11, 2012 and June 21, 2012 to include the following provisions:

— the lender grants the Company a terminable, interest bearing and non-secured loan in the

maximum amount of CHF 10,000,000

— the conversion right granted in the original contract to convert the balance of the line of

credit into 10% ownership interest in Rich Land was cancelled.

— once the entire amount of CHF 10,000,000 has been drawn down, Aires has the right to

convert its entire loan of CHF 10,000,000 into a 20% holding of the capital of the Company

(instead of Rich Land).

— the repayment of the line of credit is due on September 30, 2015, until such time Aires can

exercise its conversion option.

— CHF 10,000,000 of this line of credit is subordinated in favour of other creditors.

— the interest rate is 7.25% and interest is due on September 30 of each year.

SunVesta AG loaned $7,214,916 against the line of credit for the year ended December 31, 2012 and

$3,192,848 against the line of credit for the year ended December 31, 2011, for a total of $10,407,764 as of

December 31, 2012. SunVesta AG had loaned approximately $24,150,000 against the Aires line of credit as

of the filing date of this report.

Despite surpassing the maximum amount permitted under the line of credit, SunVesta AG and Aires are in

discussions in connection with a revised conversion option for that amount due. A conversion option to

replace the one vested according to prior agreement contemplates the conversion of that amount due to

Aires into preferred Company shares with a fixed interest payment with the option to convert into common

Company shares at a discount to market within a limited time frame. No agreement has yet been reached.

During the second half of 2012, SunVesta AG entered into a series of interest free short term loans with Dr.

Max Roessler, a board member of SunVesta AG and a principal of Aires. The loans were to be repaid in full

by December 17, 2012, either in cash or in a fixed number of shares in certain publicly traded entities as

follows:

Date

Amount

Public Entity

June 7, 2012

$1,810,000

10,000

Intershop Holding AG

July 24, 2012

$470,000

10,000

Schindler Holding AG

August 8, 2012

$400,000

700

Zug Estates Holding AG

The short terms loan were not repaid as December 31, 2012.

Subsequent to the period, on February 5, 2013, SunVesta AG reached an agreement with Dr. Roessler

pursuant to which agreement said short term loans were to be repaid on or before May 30, 2013. The short

term loans were not repaid as of the extended due date and have been since extended by verbal agreement

on undetermined terms. Subsequent to period end, SunVesta AG entered into an additional short term loan

with Dr. Roessler in the amount of $50,000 due on or before July 31, 2013.

Subsequent to period end, on March 8, 2013, SunVesta AG entered into an interest free loan agreement with

DIA S.A. in the amount of $2,000,000 payable on March 8, 2014. The loan was made payable in connection

with the closing of SunVesta AG’s purchase of land adjacent to the Paradisus Papagayo Bay Resort &

Luxury Villas from Altos held in the name of Altos del Risco S.A.

The Company expects that the remaining amounts required to complete the Paradisus Papagayo Bay Resort

& Luxury Villas will be realized from SunVesta AG’s bond offerings, equity placements, related party

loans and, as necessary, the guaranty agreement.

Timeline

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

— complete revisions of architectural plans to incorporate Sol Meliá’s requirements in the 2^nd

quarter of 2013

— procure traditional construction loan in the 3^rd

quarter of 2013

— receive final building permits in 2^nd quarter of 2013

— begin construction in the 2^nd quarter 2013 (earth work is in process, foundation work is

planned for the 3^rd quarter

— complete construction work in the 4^th quarter of 2014

Competition

Three key factors have been taken into consideration when defining our hotel competitors in relation to the

Paradisus Papagayo Bay Resort & Luxury Villas:

— the proximity of competitors to our location in Guanacaste Province, Costa Rica

— the consumption habits of prospective clientele

— the ability to compete based on product similarity in relation to service standards, facilities,

the availability of equipment and the number or variety of services offered.

Based on our criteria we have determined that our prospective competitors are those characterized as 5 star

holiday resorts in geographic proximity to our planned location.

Luxury Hotel Resorts

Our primary competition in Guanacaste Province consists of nine 5-star establishments which include the

Four Seasons Peninsula Papagayo, The Chocolate Hotel & Five Star Hostel, Sol Papagayo Resort Culebra,

Hilton Papagayo Costa Rica Resort & Spa, Casa Conde del Mar Hotel Culebra, Hilton Garden Inn Liberia

Airport, the Westin Hotel, and the J.W. Marriott Guanacaste Resort & Spa. The closest direct competition

for our Guanacaste property will be the Four Seasons Hotel. All of our primary competitive establishments

have common characteristics with a standard vacation resort format with much more equipment and many

more facilities to offer than hotels based in a city such as:

— several modules/ lodging buildings around central services

— ample water areas with outdoor swimming pools, areas for hammocks and sun bathing

— children and entertainment activity areas

— restaurant pool areas with bars and service throughout the day

— large lounges for breakfast, lunch and dinner services

— alternative gastronomic or theme restaurants

— sports areas (basketball court, tennis courts, golf course, soccer field)

— Fitness Center, Wellness Centre and Spa Areas

Our competitors are managed by leading international chains or experienced domestic companies.

Despite what might be construed as obvious obstacles to entry, due to robust competition in the hospitality

sector in Guanacaste Province, we believe that our development of the Paradisus Papagayo Bay Resort &

Luxury Villas will be successful based principally on the following factors:

— the beach front location of the development

— environmental integrity in project development and operation

— the reputation of the Paradisus brand in the region and internationally

Further, we believe that we have certain distinctive competitive advantages over all or many of our

competitors including:

— location in one of the most appealing areas worldwide

— environmental integrity in project development and operation

— superior project development and management agreements that maximize resources and

broaden market penetration

We believe that all of the factors detailed above, in combination with the dedication of our personnel and

partners, will enable us to be competitive in developing the Paradisus Papagayo Bay Resort & Luxury

Villas.

Marketability

Costa Rican Tourism

Costa Rica has a long track record of political stability along with a well-established outward-looking

growth model. The government has adopted a proactive policy of fostering higher-end beach resort tourism,

mainly through fiscal incentives for investors. As such, Costa Rica is benefiting from a burgeoning hotel

development pipeline emerging as a regional hotel investment hot-spot, boasting a burgeoning upscale and

luxury hotel development pipeline which still provides much fertile ground for real estate investors and

developers to expand their search for profitable growth. Foreign tourism investment is projected to continue

this upward trend over the next several years as demand outpaces the existing lodging and tourism services

supply.

Costa Rica stands as the most visited nation in the Central American region. The Costa Rican Tourism

Institute (“TI”) is responsible for collecting information on the number and economic impact of tourists that

visit Costa Rica. TI also collects information related to hotel rooms and the country of origin for tourists

arriving in Costa Rica. Records produced by TI detail that the number of tourists visiting Costa Rica

surpassed 2 million in 2008, and that tourist-related income reached US$2.1 billion that year. Due to the

global economic crisis, TI recorded that international arrivals began to fall beginning in August 2008, as the

number of U.S. citizens visiting the country shrank, which market segment represented 54% of all foreign

tourists visiting Costa Rica. The combined effect of the economic crisis and the 2009 flu pandemic resulted

in reduction of tourist arrivals in 2009 to 1.9 million visitors, an 8 percent reduction as compared to 2008.

However, in 2012 TI determined that the number of visitors rose to a historical record of 2.34 million,

which number represented a 6.9% increase over 2011. The continuing increase in visitors to Costa Rica

over the period indicates a mature demand market attractor with very positive worldwide destination

positioning.

The 2013 Travel and Tourism Competitiveness Index (TTCI), indicates that Costa Rica reached the 47th

place in the world ranking, classified as the second most competitive among Latin American countries after

Mexico, and ranking sixth in the Americas. Just considering the sub index measuring human, cultural, and

natural resources, Costa Rica ranks in the 38th place at a worldwide level, and 7th when considering just the

natural resources criteria. The TTCI report also notes Costa Rica's main weaknesses, limited number of

cultural sites (109th), time required to start a business (130th), poor condition of ground transport

infrastructure (100th), and poor quality of port infrastructure (136th).

TI has determined that the most relevant origin markets in terms of demand are the United States, Canada

and Mexico which generated approximately 48% of all tourists followed by Central American countries

including Guatemala, El Salvador, Panama and Nicaragua, which generated approximately 31% of the

tourists arriving in Costa Rica in 2011. Tourists from European countries represented approximately 14%

all tourists in 2011 led by Spain, Germany, France, Holland and the United Kingdom. Most visitors to Costa

Rica arrive through the airport in San Jose, Costa Rica during three peak seasons from December to

January, March to April and June through August.

Hotel records in Guanacaste, as detailed by TI statistics, evidence that the number of hotels in the 4 to 5 star

category has not increased since 2008 while the number of 4 or 5 star category rooms has increased from

2,728 rooms in 2008 to 3,415 rooms in 2011. The fact that the number of rooms on Guanacaste has

increased even though the number of hotels in our category has remained the same over the past three years

indicates a building demand for new facilities that fall within the 4 to 5 star category and the attendant

additional rooms that new resort construction will bring to the area.

Geography

Costa Rica’s Guanacaste Province is bound in the east by a group of vegetated volcanoes and the west by

beaches on the Pacific Ocean. The province contains heavily forested areas and seven national parks, and

includes the Area de Conservación Guanacaste World Heritage Site. Guanacaste is the northern-most

province of Costa Rica, with the Papagayo Bay a 40-minute flight and one-hour car transfer from the

capital’s airport. Tourism has emerged as the most lucrative revenue source in the province. Tourists to the

Guanacaste Province of Costa Rica are most often motivated by a desire for favorable weather and beach

conditions. Active tourism – those activities including canopying, trekking, visiting volcanoes and flora or

fauna watching – are secondary considerations.

We believe that the Paradisus Papagayo Bay Resort & Luxury Villas will be well positioned to fill that

demand for additional hospitality properties with a project that should be highly marketable.

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements and Labor Contracts

The Company currently operates under and holds no patents, trademarks, licenses, franchises, or

concessions other than having registered its “SunVesta” trademark in various countries.

The Company is not subject to any labor contracts.

Governmental and Environmental Regulation

Our operations are subject to a variety of national, federal, provincial and local laws, rules and regulations

relating to, among other things, worker safety and the use, storage, discharge and disposal of

environmentally sensitive materials. We believe that we are in compliance in all material respects with all

laws, rules, regulations and requirements that affect our business. Further, we believe that compliance with

such laws, rules, regulations and requirements do not impose a material impediment on our ability to

conduct business.

Costa Rican National Environmental Office

The Costa Rican National Environmental Office (SETENA) created by the Organic Environmental Law is

tasked with administering the process of reviewing and evaluating environmental impact considerations.

Local municipal governments often require a ruling from SETENA before issuing building permits. Any

larger project in Costa Rica must apply for an Environmental Impact Statement from SETENA before

development is permitted. Delays associated with this process would have a negative impact on the

Company’s project in Guanacaste Province.

Costa Rican Sustainable Development

Costa Rica is considered as being in the forefront of implementing environmental policies. The country’s

national strategies for sustainable development are a broad matrix of policies requiring eco-friendly

practices, such as Agenda 21. The Agenda 21 process as developed by the 1992 and 2002 Earth Summits is

defined as a participative planning tool in which sectors in the government and civil society concertedly

determine the course to be taken by their communities, regions, or countries in pursuit of sustainable

development. This process and other Costa Rican sustainable development policies could delay or increase

the cost of the development of the property.

Climate Change Legislation and Greenhouse Gas Regulation

Many studies over the past couple decades have indicated that emissions of certain gases contribute to

warming of the Earth’s atmosphere. In response to these studies, many nations agreed to limit emissions of

“greenhouse gases” or “GHGs” pursuant to the United Nations Framework Convention on Climate Change,

and the “Kyoto Protocol” to which Costa Rica is a signatory. Greenhouse gas legislation in Costa Rica

could have a material adverse effect on our business, financial condition, and results of operations.

Employees

The Company is a development stage company and currently has four employees. Our management uses

consultants, attorneys, and accountants to assist in the conduct of our business.

ITEM 1A.

RISK FACTORS

Not required of smaller reporting companies.

ITEM 1B.

UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2.

PROPERTIES

Costa Rican Properties

The Company owns approximately 20 hectares of undeveloped prime land in Guanacaste Province, Costa

Rica, approximately 12 hectares of which was purchased subsequent to period end. The property is

contiguous and is the site that the Company intends to utilize to build the Paradisus Papagayo Bay Resort &

Luxury Villas. The purchase of the additional 12 hectares was based on an agreement dated March 22, 2010

with DIA S.A. (“DIA”) of San Jose, Costa Rica. The purchase price of $12,700,000 was paid on terms, of

which $8,700,000 had been paid against the purchase price of the property as of December 31, 2012.

Subsequent to period end, on March 8, 2013, the Company concluded the purchase of the 12 hectares from

DIA for a total amount paid of $10,700,000 and an interest free loan in the amount of $2,000,000 due on

March 8, 2014.

DIA is currently in the process of transferring the concession and land, both held by a company called

"Altos del Risco S.A." to SunVesta AG.

On April 20, 2012, SunVesta AG entered into an agreement with Meridian to purchase two additional

concession properties. The additional concession properties have a total surface of approximately 230,000

square meters purchased for a total of $22,895,806, on terms whereby fifty percent was to be paid in cash

and the other fifty percent with the transfer of a ten percent equity interest in La Punta (the concession

properties in Polo Papagayo on which the second project will be located) and a five percent equity interest

in Paradisus Papagayo Bay Resort & Luxury Villas. The Company intends to develop a second hotel on

these grounds once development of the Paradisus Papagayo Bay Resort & Luxury Villas is complete.

The agreement with Meridian was amended on November 13, 2012, to decrease the total cash purchase

price to $17.2 million and to delete the equity component for both La Punta and the Paradisus Papagayo

Bay Resort & Luxury Villas without detailing new terms and conditions for the payment of the reduced

purchase price. SunVesta AG had paid down-payments on the purchase of the additional concession properties of approximately $1,400,000 as of December 31, 2012.

Subsequent to period end, on May 7, 2013, 2013, SunVesta AG entered into a new agreement with

Meridian that replaced the original contract, with a new total purchase price of $17,500,000 and a

remaining due of $15,830,299. The new agreement includes a payment plan for the remainder due divided

amongst Meridian and a third party. Should SunVesta AG be able to meet the payments due to the third

party in advance of the required payment dates, the new agreement provides for certain discounts against

that amount to be paid to the Meridian based on a sliding scale determined as of the full satisfaction date.

Subsequent to the period of this report, the Company obtained all necessary permits for the development of

the Paradisus Papagayo Bay Resort & Luxury Villas.

Executive Offices

We maintain our offices at Seestrasse 97, Oberrieden Switzerland CH-8942. Prior to December 1, 2012, we

leased these premises on a month to month lease from Sportiva AG, an entity for which Josef Mettler, our

chief executive officer, is a shareholder, an officer and a director, for $9,000 per month. On December 1,

2012 we entered into a new lease agreement with an unrelated entity for the same premises for annual rental

expenses of $130,000 per annum through December 31, 2017.

The Company recognized lease expenses of $125,000 and $83,000 for the years ended December 31, 2012

and 2011, respectively, for the use of these executive offices and owed unpaid lease payments of

approximately $10,500 and zero as of December 31, 2012 and 2011, respectively. We believe that we have

sufficient office space for the foreseeable future in order to pursue the completion of the project described

herein.

ITEM 3.

LEGAL PROCEEDINGS

None.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5.

MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS,

AND ISSUER PURCHASES OF EQUITY SECURITIES

The Company’s common stock is quoted on the Over the Counter Pink Sheets, a service maintained by

OTC Link under the symbol “SVSA.” Trading in the common stock over-the-counter market has been

limited and sporadic and the quotations set forth below are not necessarily indicative of actual market

conditions. These prices reflect inter-dealer prices without retail mark-up, mark-down, or commission, and

may not necessarily reflect actual transactions. The high and low bid prices for the common stock for each

quarter of the years ended December 31, 2012 and 2011 are as follows:

Year

Quarter Ended

High

Low

2012

December 31

$0.15

$0.01

September 30

$0.20

$0.03

June 30

$0.30

$0.09

March 31

$0.30

$0.03

2011

December 31

$0.31

$0.06

September 30

$0.31

$0.08

June 30

$0.09

$0.08

March 31

$0.20

$0.02

Capital Stock

The following is a summary of the material terms of the Company’s capital stock. This summary is subject

to and qualified by our articles of incorporation and bylaws.

Common Stock

As of December 31, 2012, there were 83 shareholders of record holding a total of 54,092,186 shares of fully

paid and non-assessable common stock of the 200,000,000 shares of common stock, par value $0.01,

authorized. The board of directors believes that the number of beneficial owners is greater than the number

of record holders because a portion of our outstanding common stock is held in broker “street names” for

the benefit of individual investors. The holders of the common stock are entitled to one vote for each share

held of record on all matters submitted to a vote of stockholders. Holders of the common stock have no

preemptive rights and no right to convert their common stock into any other securities. There are no

redemption or sinking fund provisions applicable to the common stock.

Preferred Stock

As of December 31, 2012, there were no shares issued and outstanding of the 50,000,000 shares of

preferred stock authorized. The par value of the preferred stock is $0.01 per share. Our preferred stock may

have such rights, preferences and designations and may be issued in such series as determined by the board

of directors.

Stock Options

As of December 31, 2012, we had no outstanding stock options to purchase shares of our common stock.

Dividends

We have not declared any cash dividends since inception and do not anticipate paying any dividends in the

near future. The payment of dividends is within the discretion of the board of directors and will depend on

our earnings, capital requirements, financial condition, and other relevant factors. There are no restrictions

that currently limit our ability to pay dividends on its common stock other than those generally imposed by

applicable state law.

Transfer Agent and Registrar

Our transfer agent and registrar is Standard Register & Company, Inc., located at 12528 South 1840 East,

Draper, Utah 84020 and their phone number is (801) 571-8844.

Purchases of Equity Securities made by the Issuer and Affiliated Purchasers

None.

Recent Sales of Unregistered Securities

On January 1, 2013, the Company authorized the issuance of 3,500,000 shares of restricted common shares,

valued at $0.04 a share, and granted 10,000,000 stock options from the SunVesta, Inc. 2013 Stock Option

Plan, that vest in two parts on the satisfaction of certain criteria tied to the development of the Paradisus

Papagayo Bay Resort & Luxury Villas, to Hans Rigendinger in connection his employment agreement of

even date in reliance upon the exemptions from registration provided by Section 4(2) and Regulation S of

the Securities Act of 1933, as amended (“Securities Act).

The Company complied with the exemption requirements of Section 4(2) of the Securities Act based on the

following factors: (1) the issuance was an isolated private transaction by the Company which did not

involve a public offering; (2) the offeree had access to the kind of information which registration would

disclose; and (3) the offeree was financially sophisticated.

The Company complied with the exemption requirements of Regulation S by having directed no offering

efforts in the United States, by offering common shares only to an offeree who was outside the United

States at the time of the offering, and ensuring that the offeree to whom the securities were offered and

authorized was a non-U.S. offeree with an address in a foreign country.

On December 31, 2012, the Company authorized the issuance of 17,949,417 shares of restricted common

shares to Hans Rigendinger in exchange for the settlement of debt of $717,976.71 or $0.04 a share in

reliance upon the exemptions from registration provided by Section 4(2) and Regulation S of the Securities

Act.