DIAMOND RESORTS CORPORATION (Exact Name of Registrant As Specified in Its Charter) ______

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________________________ FORM 10-K ______________________________________ (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 333-172772 ______________________________________ DIAMOND RESORTS CORPORATION (Exact name of registrant as specified in its charter) ______________________________________ Maryland 95-4582157 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 10600 West Charleston Boulevard Las Vegas, Nevada 89135 (Address of principal executive offices) (Zip code) (702) 684-8000 (Registrant's telephone number including area code) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: None 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 x 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 x NO o 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 o 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 x NO o 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. x 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). (Check one): Large accelerated filer o Accelerated filer o Non-accelerated filer x Smaller Reporting Company o (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o YES x NO The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, 2012: Not applicable. There is no public trading market for the common stock of Diamond Resorts Corporation. As of March 31, 2013, there were 100 outstanding shares of the common stock, par value $0.01 per share, of Diamond Resorts Corporation. TABLE OF CONTENTS PART I ITEM 1. BUSINESS 5 ITEM 1A. RISK FACTORS 38 ITEM 1B. UNRESOLVED STAFF COMMENTS 53 ITEM 2. PROPERTIES 53 ITEM 3. LEGAL PROCEEDINGS 53 ITEM 4. MINE SAFETY DISCLOSURES 55 PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 55 ITEM 6. SELECTED FINANCIAL DATA 56 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 57 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 87 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 88 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 88 ITEM 9A. CONTROLS AND PROCEDURES 88 ITEM 9B. OTHER INFORMATION 89 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 89 ITEM 11. EXECUTIVE COMPENSATION 92 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 93 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 96 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 101 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 103 SIGNATURES 2 Table of Contents PART I CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This report contains forward-looking statements. These statements can be identified by the fact that they do not relate strictly to historical or current facts. We have tried to identify forward-looking statements in this report by using words such as “anticipates,” “estimates,” “expects,” “intends,” “plans” and “believes,” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may” and “could.” These forward-looking statements include, among others, statements relating to our future financial performance, our business prospects and strategy, anticipated financial position, liquidity and capital needs and other similar matters. These forward-looking statements are based on management's current expectations and assumptions about future events, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Although we believe that our expectations are based on reasonable assumptions, our actual results may differ materially from those expressed in, or implied by, the forward-looking statements included in this report as a result of various factors, including, among others: • adverse trends or disruptions in economic conditions generally or in the vacation ownership, vacation rental and travel industries; • adverse changes to, or interruptions in, relationships with our affiliates and other third parties may occur, including the expiration, termination or renegotiation of our hospitality management contracts or the failure of the managers of our affiliated resorts to ensure that those properties meet our customers' expectations, which could adversely affect our business and results of operations; • our ability to maintain an optimal inventory of VOIs for sale; • our ability to sell, securitize or borrow against our consumer loans; • decreased demand from prospective purchasers of VOIs; • adverse events or trends in vacation destinations and regions where the resorts in our network are located; • changes in our senior management; • our ability to comply with regulations applicable to the vacation ownership industry; • the effects of our indebtedness and our compliance with the terms thereof; • our ability to successfully implement our growth strategy; • our ability to compete effectively; and • other risks and uncertainties discussed in Item 1A, “Risk Factors” and elsewhere in this report. Accordingly, you should read this report completely and with the understanding that our actual future results may be materially different from what we expect. Forward-looking statements speak only as of the date of this report. Except as expressly required under federal securities laws and the rules and regulations of the Securities and Exchange Commission (the "SEC"), we do not have any obligation, and do not undertake, to update any forward-looking statements to reflect events or circumstances arising after the date of this report, whether as a result of new information or future events or otherwise. You should not place undue reliance on the forward-looking statements included in this report or that may be made elsewhere from time to time by us, or on our behalf. All forward-looking statements attributable to us are expressly qualified by these cautionary statements. INDUSTRY AND MARKET DATA Certain market, industry and similar data included in this report have been obtained from third-party sources that we believe to be reliable, including the ARDA International Foundation, (the "AIF"). Our market estimates are calculated by using independent industry publications and other publicly available information in conjunction with our assumptions about our markets. We have not independently verified any market, industry or similar data presented in this report. Such data involves risks and uncertainties and are subject to change based on various factors, including those discussed under the headings 3 Table of Contents “Cautionary Statement Regarding Forward-Looking Statements” and Item 1A, “Risk Factors” in this report. TRADEMARKS Diamond Resorts International ®, Diamond Resorts®, THE Club®, The Meaning of Yes® and our other registered or common law trademarks, service marks or trade names appearing in this report are property of the Company. This report also refers to brand names, trademarks or service marks of other companies. All brand trademarks, service marks or trade names cited in this report are the property of their respective holders. WHERE YOU CAN FIND MORE INFORMATION We maintain our principal executive offices at 10600 West Charleston Boulevard, Las Vegas, Nevada 89135, and our telephone number is (702) 684- 8000. We are required to file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other information with the SEC. You can obtain copies of these materials by visiting the SEC's Public Reference Room at 100 F Street, NE, Washington, D.C. 20549, by calling the SEC at 1-800-SEC-0330, or by accessing the SEC's website

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