UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2008
OR
/ / TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
FOR THE TRANSITION FROM _______ TO ________.
COMMISSION FILE NUMBER 000-52435
VANITY EVENTS HOLDING, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 43-2114545 | |||
(State or other jurisdiction of | (I.R.S. Employer | |||
incorporation or organization) | Identification No.) | |||
43 West 33 rd Street, Suite 600, New York, NY | 100001 | |||
(Address of principal executive offices) | (Zip code) |
Issuer's telephone number: (212) 695-7850
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. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o | Accelerated filer o |
Non-accelerated filer o | Smaller reporting company T |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes / / No / /
1
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of October 31, 2008, there were 27,369,807 outstanding shares of the Registrant's Common Stock, $.0001 par value.
2
PART I
ITEM 1. FINANCIAL STATEMENTS
Page | |
Financial Statements | |
Balance Sheets as of September 30, 2008 (Unaudited) and December 31, 2007 | F-2 |
Statements of Operations for the nine months ended September 30, 2008 | |
and 2007, and August 25, 2004 (inception) to September 30, 2008 | |
(unaudited) | F-3 |
Statements of Operations for the three months ended September 30, 2008 | |
and 2007 (unaudited) | F-4 |
Statement of Stockholders’ Equity for the period August 25, 2004 | |
(inception) to September 30, 2008 (unaudited) | F-5 |
Statements of Cash Flows for the nine months ended September 30, 2008 | |
and 2007, and August 25, 2004 (inception) to September 30, 2008 | |
(unaudited) | F-6 |
Notes to Financial Statements | F-7 - F-12 |
F-1
VANITY EVENTS HOLDING, INC.
(A Development Stage Company)
BALANCE SHEETS
Unaudited
September 30, | December 31, | |||||||
2008 | 2007 | |||||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and cash equivalents | $ | 5,777 | $ | 4,825 | ||||
Accounts receivable | 23,514 | 0 | ||||||
Inventory | 2,150 | 0 | ||||||
Total current assets | 31,441 | 4,825 | ||||||
OTHER ASSETS | ||||||||
Trade mark | 4,996 | 4,800 | ||||||
Photographs | 44,422 | 44,422 | ||||||
Total other assets | 49,418 | 49,222 | ||||||
TOTAL ASSETS | $ | 80,859 | $ | 54,047 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
CURRENT LIABILITIES | ||||||||
Accounts payable and accrued expenses | $ | 32,854 | $ | 0 | ||||
Total current liabilities | 32,854 | 0 | ||||||
LONG-TERM LIABILITIES | ||||||||
Loans payable-shareholders | 245,939 | 53,428 | ||||||
Total long-term liabilities | 245,939 | 53,428 | ||||||
STOCKHOLDERS’ EQUITY (DEFIENCY) | ||||||||
Preferred stock authorized 5,000,000 shares, $.0001 par value | ||||||||
each. At September 30, 2008 and December 31, 2007 there are no | ||||||||
shares outstanding | 0 | 0 | ||||||
Common stock authorized 100,000,000 shares, $.0001 par value | ||||||||
each. At September 30, 2008 and December 31, 2007 there are | ||||||||
27,369,807 and 26,746,207 shares outstanding, respectively | 2,736 | 2,674 | ||||||
Additional paid in capital | 755,764 | 745,826 | ||||||
Deficit accumulated during the development stage | (956,434 | ) | (747,881 | ) | ||||
Total stockholders’ equity (defiency) | (197,934 | ) | ___619 | |||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 80,859 | $ | 54,047 |
The accompanying notes are an integral part of these statements.
F-2
VANITY EVENTS HOLDING, INC.
( A Development Stage Company)
STATEMENTS OF OPERATIONS
Unaudite
For the nine months ended | August 25, 2004, (inception) to | |||||||||||
September 30, | September 30, | |||||||||||
2008 | 2007 | 2008 | ||||||||||
Revenue | $ | 53,015 | $ | 9,833 | $ | 183,771 | ||||||
Cost of Sales | ||||||||||||
Model and make-up cost | 390 | 0 | 64,545 | |||||||||
Gross profit | 52,625 | 9,833 | 119,226 | |||||||||
Operating Expenses | ||||||||||||
Salaries | 42,140 | 20,315 | 107,601 | |||||||||
Selling, general and administrative | 219,038 | 16,480 | 969,653 | |||||||||
Total operating expenses | 261,178 | 36,795 | 1,077,254 | |||||||||
Net loss from operations | (208,553 | ) | (26,962 | ) | (958,028 | ) | ||||||
Other income-interest | 0 | 0 | 1,594 | |||||||||
Net loss | $ | (208,553 | ) | $ | (26,962 | ) | $ | (956,434 | ) | |||
Basic and diluted loss per common share | $ | (.01 | ) | $ | (.00 | ) | $ | (.05 | ) | |||
Weighted average shares outstanding | 26,815,496 | 26,523,934 | 21,244,559 | |||||||||
The accompanying notes are an integral part of these statements
F-3
VANITY EVENTS HOLDING, INC.
( A Development Stage Company)
STATEMENTS OF OPERATIONS
Unaudited
For the three months ended | ||||||||
September 30, | ||||||||
2008 | 2007 | |||||||
Revenue | $ | 23,639 | $ | 0 | ||||
Operating Expenses | ||||||||
Salaries | 40,733 | 0 | ||||||
Selling, general and administrative | 125,364 | 2,991 | ||||||
Total operating expenses | 166,097 | 2,991 | ||||||
Net loss from operations | (142,458 | ) | (2,991 | ) | ||||
Other income (expenses)-interest | 0 | 0 | ||||||
Net loss | $ | (142,458 | ) | $ | (2,991 | ) | ||
Basic and diluted loss per common share | $ | (.01 | ) | $ | (.00 | ) | ||
Weighted average shares outstanding | 26,954,075 | 26,746,207 | ||||||
The accompanying notes are an integral part of these statements
F-4
VANITY EVENTS HOLDING, INC.
( A Development Stage Company)
STATEMENT OF STOCKHOLDERS’ EQUITY
Unaudited
Deficit Accumulated | ||||||||||||||||||||
Common stock | Additional | During Development | ||||||||||||||||||
Shares | Amount | Paid in Capital | Stage | Total | ||||||||||||||||
Issuance of common stock for cash | 1,250,284 | $ | 125 | $ | (25 | ) | $ | 0 | 100 | |||||||||||
Net income- inception to December 31, 2004 | 6,803 | 6,803 | ||||||||||||||||||
Balance at December 31, 2004 | 1,250,284 | 125 | (25 | ) | 6,803 | 6,903 | ||||||||||||||
Issuance of common stock for cash | 20,877,373 | 2,087 | 229,313 | 231,400 | ||||||||||||||||
Net loss for the year ended December 31, 2005 | (95,868 | ) | (95,868 | ) | ||||||||||||||||
Balance at December 31, 2005 | 22,127,657 | 2,212 | 229,288 | (89,065 | ) | 142,435 | ||||||||||||||
Issuance of common stock for cash | 4,368,493 | 437 | 476,563 | 477,000 | ||||||||||||||||
Net loss for the year ended December 31, 2006 | (601,329 | ) | (601,329 | ) | ||||||||||||||||
Balance at December 31,2006 | 26,496,150 | 2,649 | 705,851 | (690,394 | ) | 18,106 | ||||||||||||||
Issuance of common stock for cash | 250,057 | 25 | 39,975 | 40,000 | ||||||||||||||||
Net loss for the year ended | ||||||||||||||||||||
December 31, 2007 | (57,487 | ) | (57,487 | ) | ||||||||||||||||
Balance at December 31, 2007 | 26,746,207 | 2,674 | 745,826 | (747,881 | ) | 619 | ||||||||||||||
Issuance of common stock for legal fees | 623,605 | 62 | 9,938 | 10,000 | ||||||||||||||||
Net loss for the nine months ended | ||||||||||||||||||||
September 30, 2008 | (208,553 | ) | (208,553 | ) | ||||||||||||||||
Balance at September 30, 2008 (Unaudited) | 27,369,807 | $ | 2,736 | $ | 755,764 | $ | (956,434 | ) | $ | (197,934 | ) |
The accompanying notes are an integral part of this statement.
F-5
VANITY EVENTS HOLDING, INC.
( A Development Stage Company)
STATEMENTS OF CASH FLOWS
Unaudited
August 25, | ||||||||||||
For the nine months ended September 30, | 2004, (inception) to September 30, | |||||||||||
2008 | 2007 | 2008 | ||||||||||
OPERATING ACTIVITIES | ||||||||||||
Net loss | $ | (208,553 | ) | $ | (26,962 | ) | $ | (956,434 | ) | |||
Issuance of common shares for legal services | 10,000 | 10,000 | ||||||||||
Changes in operating assets and liabilities: | ||||||||||||
Accounts receivable | (23,514 | ) | 0 | (23,514 | ) | |||||||
Inventory | (2,150 | ) | 0 | (2,150 | ) | |||||||
Prepaid rent | 0 | 0 | 0 | |||||||||
Loan receivable | 0 | 0 | 0 | |||||||||
Accounts payable and accrued expenses | 32,854 | 0 | 32,854 | |||||||||
Cash used by operating activities | (191,363 | ) | (26,962 | ) | (939,244 | ) | ||||||
INVESTING ACTIVITIES | ||||||||||||
Other assets | 196 | ) | 0 | (49,418 | ) | |||||||
Cash used by investing activities | (196 | ) | 0 | (49,418 | ) | |||||||
FINANCIAL ACTIVITIES | ||||||||||||
Proceeds from notes payable-shareholders,net | 192,511 | 22,547 | 245,939 | |||||||||
Issuance of common stock for cash | 0 | 0 | 748,500 | |||||||||
Cash provided by financing activities | 192,511 | 22,547 | 994,439 | |||||||||
NET INCREASE (DECREASE) IN CASH | 952 | (4,415 | ) | 5,777 | ||||||||
CASH BALANCE BEGINNING OF PERIOD | 4,825 | 4,503 | 0 | |||||||||
CASH BALANCE END OF PERIOD | $ | 5,777 | $ | 88 | $ | 5,777 | ||||||
Supplemental Disclosures of Cash Flow Information: | ||||||||||||
Interest | $ | 0 | $ | 0 | $ | 0 |
The accompanying notes are an integral part of these statements
F-6
VANITY EVENTS HOLDING, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 2008
NOTE A – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
1. | Nature of Operations/ Basis of Presentation |
Nature of Operations
VANITY EVENTS HOLDING, INC. (the “Company”), was organized as a Delaware Corporation on August 25, 2004, and is in the business of licensing and promotions through its group of touring swimsuit models. The Company is a development stage entity that provides entertainment and attracts attention at events, including swimsuit competitions, calendar signings, and auto shows.
Basis of Presentation and Accounting Estimates
The accompanying interim unaudited financial statements have been prepared in accordance with Form 10-Q instructions and in the opinion of management contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position as of September 30, 2008, and the results of operations for the nine months ended September 30, 2008 and 2007, and August 25, 2004 (inception) to September 30, 2008 and cash flows for the nine months ended September 30, 2008 and 2007 and August 25, 2004 (inception) to September 30, 2008. These results have been determined on the basis of generally accepted accounting principles and practices in the United States and applied consistently as those used in the preparation of the Company's 2007 Annual Report on Form 10-K.
The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
3. | Cash Equivalents |
Investments having an original maturity of 90 days or less that are readily convertible into cash are considered to be cash equivalents. During the period from August 25, 2004 (date of inception) thru September 30, 2008, the Company had no cash equivalents.
F-7
VANITY EVENTS HOLDING, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 2008
NOTE A – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
4. | Other Assets |
Trade marks and photographs are stated at cost and are to be amortized over their estimated useful lives.
The estimated service lives of trade marks and photographs are principally as follows:
Trade marks | 10-15 years | ||
Photographs | 5- 7 years |
As of September 30, 2008, the other assets have not been placed in use so there has not been any amortization expensed.
5. | Advertising Cost |
Advertising cost are expensed as incurred. Advertising expense totaled $ 1,000 and $ 0 for the nine months ended September 30, 2008 and 2007 and $ 14,662 from August 25, 2004 (date of inception) to September 30, 2008.
F-8
VANITY EVENTS HOLDING, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 2008
NOTE A – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
6. | Recently Enacted Accounting Standards |
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material affect on the accompanying financial statements.
7. | Use of Estimates |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ materially from these estimates.
On an ongoing basis, the Company evaluates its estimates, including those related to revenue recognition, accounts receivable allowance, fair value of investments, fair value of acquired intangible assets and goodwill, useful lives of intangible assets and property and equipment, deemed value of common stock for the purpose of determining stock-based compensation, and income taxes, among others. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.
The Company’s board of directors determines the fair market value of the Company’s common stock in the absence of a public market for these shares.
F-9
VANITY EVENTS HOLDING, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 2008
8. | Fair Value of Financial Instruments |
The carrying amounts of the Company’s financial instruments, including cash and cash equivalents, short-term investments, accounts receivable, accounts payable and accrued liabilities, approximate fair value because of their short maturities.
NOTE B—GOING CONCERN/DEVELOPMEMT STAGE ENTITY
The Company is a development stage Company and has not commenced planned principal operations. The Company had no significant revenues and has incurred losses of $946,434 for the period August 25, 2004 (inception) to September 30, 2008. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
There can be no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available from external sources such as debt or equity financings or other potential sources. The lack of additional capital resulting from the inability to generate cash flow from operations or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore, have a material adverse effect on its business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Company’s existing stockholders.
The accompanying financial statements do not include any adjustments related to the recoverability of classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.
NOTE C--LOSS PER SHARE
The computation of loss per share is based on the weighted average number of common shares outstanding during the period presented. Diluted loss per common share is the same as basic loss per common share as there are no potentially dilutive securities outstanding (options and warrants).
F-10
VANITY EVENTS HOLDING, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 2008
NOTE D - INCOME TAXES
The Company accounts for income taxes using the asset and liability method described in SFAS No. 109, “Accounting For Income Taxes”, the objective of which is to establish deferred tax assets and liabilities for the temporary differences between the financial reporting and the tax basis of the Company’s assets and liabilities at the enacted tax rates expected to be in effect when such amounts are realized or settled. A valuation allowance related to deferred tax assets is recorded when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company recorded a deferred income tax asset for the effect of net operating loss carryforwards. In recognition of the uncertainty regarding the ultimate amount of income tax benefits to be derived, the Company has recorded a full valuation allowance at December 31, 2007 and September 30, 2008.
NOTE E – RELATED PARTY TRANSACTIONS
The Company has loans payable of $ 246,439 to RM Enterprises at September 30, 2008. The loans are non-interest bearing and are payable on demand.
The Company has no employment contracts in force as of September 30, 2008.
NOTE F – COMMON STOCK ISSUANCES
The following issued shares received a stock split as of September 26, 2008. See Note-G.
As of December 31, 2004, the Company sold an aggregate of 1,000,000 for an aggregate cash consideration of $100 or for an average price of $.0001 per share.
As of December 31, 2005, the Company sold an aggregate of 16,698,103 shares of common stock for an aggregate of $231,400 or for an average cost $.014 per share.
As of December 31, 2006, the Company sold an aggregate of 3,494,000 for an aggregate cash consideration of $477,000 or for an average price of $.14 per share.
As of December 31, 2007, the Company sold an aggregate of 200,000 for an aggregate cash consideration of $40,000 or for an average price of $.02 per share.
As of September 30, 2008, the Company issued 500,000 shares of common stock for legal services of $10,000 or for an average price of $ .02 per share.
F-11
VANITY EVENTS HOLDING, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 2008
NOTE G- STOCK SPLIT
In September 2008, the Company declared and issued a stock split whereby each stockholder of record would receive 1.71178 shares of common stock for every one share of common stock held as of September 26, 2008.
NOTE H - COMMITMENTS AND CONTINGENCIES
Lease agreements:
The Company currently operates out of leased property located at 43 West 33rd Street, Suite 600, New York, New York. The terms of the lease are month to month by a related party at a monthly lease cost of $1,000.
F-12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This quarterly report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as "anticipate," "expect," "intend," "plan," "will," "we believe," "our company believes," "management believes" and similar language. These forward-looking statements are based on our current expectations and are subject to certain risks, uncertainties and assumptions, including those set forth in the following discussion and under the heading "- Risk Factors" in our Form 10-KSB for the fiscal year ended December 31, 2007. Our actual results may differ materially from results anticipated in these forward-looking statements. We base our forward-looking statements on information currently available to us, and we assume no obligation to update them. In addition, our historical financial performance is not necessarily indicative of the results that may be expected in the future and we believe that such comparisons cannot be relied upon as indicators of future performance.
To the extent that statements in the quarterly report are not strictly historical, including statements as to revenue projections, business strategy, outlook, objectives, future milestones, plans, intentions, goals, future financial conditions, future collaboration agreements, the success of the Company's development, events conditioned on stockholder or other approval, or otherwise as to future events, such statements are forward-looking, All forward-looking statements, whether written or oral, and whether made by or on behalf of the company, are expressly qualified by the cautionary statements and any other cautionary statements which may accompany the forward-looking statements, and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward-looking statements contained in this annual report are subject to certain risks and uncertainties that could cause actual results to differ materially from the statements made. Other important factors that could cause actual results to differ materially include the following: business conditions and the amount of growth in the Company's industry and general economy; competitive factors; ability to attract and retain personnel; the price of the Company's stock; and the risk factors set forth from time to time in the Company's SEC reports, including but not limited to its annual report on Form 10-KSB; its quarterly reports on Forms 10-QSB; and any reports on Form 8-K. In addition, the company disclaims any obligation to update or correct any forward-looking statements in all the Company's annual reports and SEC filings to reflect events or circumstances after the date hereof.
· | Our ability to attract and retain management, and to integrate and maintain technical information and management information systems; |
· | Our ability to raise capital when needed and on acceptable terms and conditions; |
· | The intensity of competition; and |
· | General economic conditions. |
All written and oral forward-looking statements made in connection with this Form 10-Q that are attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Given the uncertainties that surround such statements, you are cautioned not to place undue reliance on such forward-looking statements for licensing, logos and content images for the mobile phone, computers, apparel, cosmetic industries and other related products of Vanity Events Holding, Inc.
VANITY RESULTS OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 2008 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2007
This discussion should be read in conjunction with our financial statements included elsewhere in this report. Vanity began active operation on August 25, 2004, and has a fiscal operating year of January 1 to December 31.
Revenues for the nine months ended September 30, 2008 were $53,015, compared to $9,833 for the nine months ended September 30, 2007. The increase in revenues was primarily a result of increased licensing activity. Vanity had $ 261,178 in operating expenses for the nine months ended September 30, 2008 as compared to $ 36,795 in operating expenses for the nine months ended September 30, 2007. The increase in operating expenses was primarily a result of increased consulting and professional fees.
Selling, General and Administrative ("SG&A") expenses consisted primarily of expenses for consulting and professional fees. For the nine months ended September 30, 2008, SG & A was $ 219,038 compared to $ 16,480 for the nine months ended September 30, 2007.
Cost of Sales were $390 for the nine months ended September 30, 2008 as compared to $0 for the nine months ended September 30, 2007.
3
Net Loss was $208,553 for the period ended September 30, 2008, as compared to $ 26,962 for the period ended September 30, 2007. The decrease in net loss is principally attributable to increased selling, general and administrative costs.
Liquidity and Capital Resources :
Cash Flows from Operating Activities. For purposes of reporting cash flows, cash includes demand deposits, time deposits, and short-term cash equivalents with original maturities of nine months or less. At September 30, 2008, Vanity had cash and cash equivalents of $5,777, as compared to cash and cash equivalents of $4,825 as of September 30, 2007. The difference in cash and cash equivalents is primarily attributed to shareholder notes payable in the current period ending September 30, 2008 versus $22,547 in proceeds in notes payable-shareholders-net in the prior year.
Liabilities .. As of September 30, 2008, Vanity had total current liabilities of $32,854, as compared to $ 0 for the period ended September 30, 2007. The difference in total current liability is primarily attributed to accounts payable of $32,854 versus $0 in the prior year.
Off Balance Sheet Arrangements :
None.
CRITICAL ACCOUNTING ESTIMATES
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Effect of Recently Issued Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.
Income Taxes
None.
You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes appearing in this Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Report, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. You should review the “Risk Factors” section of this Report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
As a result of the reverse merger described in our current report on Form 8-K (“Form 8-K) filed with the SEC on April 7, 2008, the Company ceased to be a shell company and became involved in the business of licensing and promotions though its group of touring swimsuit models. Currently we are more specifically committed to marketing and licensing such products as described in our Form 8-K, but will seek to promote, develop and sell other related products.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
N/A.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e)) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
4
Pursuant to Rule 13a-15(b) under the Exchange Act the Company carried out an evaluation with the participation of the Company’s management, including Steve Moskowitz, the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the nine months ended September 30, 2008. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
Changes in internal controls
Our management, with the participation our Chief Executive Officer and Chief Financial Officer, performed an evaluation as to whether any change in our internal controls over financial reporting occurred during the 2008 Quarter ended September 30, 2008. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that no change occurred in the Company's internal controls over financial reporting during the 2008 Quarter ended September 30, 2008 that has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting.
.
.
5
PART II
OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
We are not a party to any pending legal proceeding, nor is our property the subject of a pending legal proceeding, that is not in the ordinary course of business or otherwise material to the financial condition of our business. None of our directors, officers or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business.
ITEM 1A. RISK FACTORS
There have been no material changes from the Risk Factors described in our Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007.
ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4 - SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
None.
ITEM 5 - OTHER INFORMATION
None.
There were no material changes to the procedures by which security holders may recommend nominees to the registrant’s board of directors.
ITEM 6 - EXHIBITS
Exhibit Number | Description | ||
31.1 | Certification by Chief Executive Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act. | ||
31.2 | Certification by Chief Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act. | ||
32.1 | Certification by Chief Executive Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code. | ||
32.2 | Certification by Chief Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
VANITY EVENTS HOLDING, INC. | |||
By: | /s/ Steven Y. Moskowitz | ||
Steve Y. Moskowitz | |||
President and Chief Executive Officer (principal executive officer) | |||
By: | /s/ Steven Y. Moskowitz | ||
Steven Y. Moskowitz | |||
Principal financial and accounting officer | |||
7