SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549


FORM 8-K


CURRENT REPORT


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


February 1, 2011
Date of Report

TimeShare Holdings, Inc.
 (Exact Name of Registrant as Specified in Its Charter)


Nevada
333-148697
88-0476779
(State or Other Jurisdiction
(Commission
( I.R.S. Employer
of Incorporation)
File Number)
Identification No.)

2137B NW HWY 101 Lincoln City, OR
97367
(Address of Principal Executive Offices)
(Zip Code)


Registrant's telephone number, including area code:  541-994-1192

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 o communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 
 Soliciting o material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

 
 Pre-commencement o communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

 
 Pre-commencement o communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
 
   
 


SECTION 1.  Registrant’s Business and Operations
 
TimeShare Holdings, Inc., (OTC.QB: TMSH), has signed a purchase agreement to acquire the Grand Hotel Dimyat , located on the northern Bulgarian coast of the Black Sea in Varna, Bulgaria.  The Company will be providing a down payment of 10 million shares of TMSH common stock. Pursuant to the purchase agreement, the Seller has agreed to accept the current value of the shares at $1 USD per share. The $10M value will be applied to the total purchase price of the $28M.

Exhibit 99.1

Press Release 2-01-2011

#1 Bulgaria Hotel Dimyt_Valuation_eng.pdf

Page 1 - Dimyat Hotel Purchase Agreement.pdf

Signature Pg - Dimyat Hotel Purchase Agreement.pdf



SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.
 
       
   
TIMESHARE HOLDINGS, INC
       
Date: February 1, 2011
 
By:
/s/ Kent A. Strickler
     
Kent A. Strickler
     
President
 
     
/s/ Douglas R. Johnson
     
Douglas R. Johnson
     
Chief Operating Officer &
Chief Financial Officer





 

Legal Notice Regarding Forward-Looking Statements

No statement herein should be considered as an offer or a solicitation of an offer for the purchase or sale of any securities. This release contains forward-looking statements that are based upon current expectations or beliefs, as well as a number of assumptions about future events. Although TimeShare Holdinggs, Inc. (the “Company” or “TMSH”) believes that the expectations reflected in the forward-looking statements and the assumptions upon which they are based are reasonable, it can give no assurance that such expectations and assumptions will prove to have been correct. Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “could,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. The reader is cautioned not to put undue reliance on these forward-looking statements, as these statements are subject to numerous factors and uncertainties, including but not limited to adverse economic conditions, intense competition, lack of meaningful research results, entry of new competitors and products, adverse federal, state and local government regulation, inadequate capital, unexpected costs and operating deficits, increases in general and administrative costs, termination of contracts or agreements, technological obsolescence of the Company's acquisitions, technical problems with the Company's research and development products, price increases for supplies and components, litigation and administrative proceedings involving the Company, the possible acquisition of new businesses or technologies that result in operating losses or that do not perform as anticipated, unanticipated losses, the possible fluctuation and volatility of the Company's operating results, financial condition and stock price, losses incurred in litigating and settling cases, dilution in the Company's ownership of its business, adverse publicity and news coverage, inability to carry out research, development and commercialization plans, loss or retirement of key executives and research scientists, changes in interest rates, inflationary factors, and other specific risks. There can be no assurance that further research and development will validate and support the results of our preliminary research and studies. Further, there can be no assurance that the necessary regulatory approvals will be obtained or that TimeShare Holdings, Inc. will be able to finalize all projects or acquisitions due to unknown variables. In addition, other factors that could cause actual results to differ materially are discussed in the Company's most recent Form 10-Q and Form 10-K filings with the Securities and Exchange Commission. These reports and filings may be inspected and copied at the Public Reference Room maintained by the U.S. Securities & Exchange Commission at 100 F Street, N.E., Washington, D.C. 20549. You can obtain information about operation of the Public Reference Room by calling the U.S. Securities & Exchange Commission at 1-800-SEC-0330. The U.S. Securities & Exchange Commission also maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the U.S.  Securities & Exchange Commission at http://www.sec.gov . The Company undertakes no obligation to publicly release the results of any revisions to these forward looking statements that may be made to reflect the events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
 



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