U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-K/A
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended: December 31, 2008
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _______________ to _______________
Commission File No.000-52524
VANITY EVENTS HOLDING, INC.
(Name of small business issuer as in its charter)
| DELAWARE | 43-2114545 |
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
| | |
43 West 33 rd Street, Suite 600
New York, NY 10001
(Address of principal executive offices)
(212) 695-7850
(Issuer's telephone number)
Copies to:
Richard Friedman, Esq.
Jonathan R. Shechter, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32 nd Floor
New York, NY 10006
(212) 930-9700
(Former name and former address, if changed since last report)
Securities Registered under Section 12(b) of the Exchange Act: None
Securities Registered under Section 12(g) of the Exchange Act: Common Stock
Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. [ ]
Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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. _X_ Yes ___ No
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will 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 shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
State Issuer's revenues for its most recent fiscal year: $62,356
As of December 31, 2008, the issuer had 27,369,807 outstanding shares of Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE: NONE
Transitional Small Business Disclosure Format YES [ ] NO [X]
VANITY EVENTS HOLDING, INC.
2008 ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
| | | |
| | | Page |
| | PART I | |
| Item 1 | Business | 4 |
| Item 1A | Risk Factors | 5 |
| Item 1B | Unresolved Staff Comments | |
| Item 2 | Properties | 7 |
| Item 3 | Legal Proceedings | 7 |
| Item 4 | Submission of Matters to a Vote of Security Holders | 7 |
| | PART II | |
| Item 5 | Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities | 8 |
| Item 6 | Selected Financial Data | 8 |
| Item 7 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 8 |
| Item 7A | Quantitative and Qualitative Disclosures About Market Risk | 10 |
| Item 8 | Financial Statements and Supplementary Data | 10 |
| Item 9 | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 11 |
| Item 9A | Controls and Procedures | 11 |
| Item 9B | Other Information | 11 |
| | PART III | |
| Item 10 | Directors, Executive Officers, and Corporate Governance | 12 |
| Item 11 | Executive Compensation | 12 |
| Item 12 | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 13 |
| Item 13 | Certain Relationships and Related Transactions | 14 |
| Item 14 | Principal Accountant Fees and Services | 14 |
| | PART IV | |
| Item 15 | Exhibits and Financial Statement Schedules | 15 |
| | Signatures | 16 |
Forward Looking Statements
This report on Form 10-K and other reports we file from time to time with the Securities and Exchange Commission (collectively the "Filings") contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, our management as well as estimates and assumptions made by our management. When used in the Filings the words "anticipate", "believe", "estimate", "expect", "future", "intend", "plan" or the negative of these terms and similar expressions as they relate to us or our management identify forward looking statements. Such statements reflect our current view with respect to future events and are subject to risks, uncertainties, assumptions and other factors (including the risks contained in the section of this report entitled "Risk Factors") relating to our industry and our operations and results of operations. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.
Although we believe that the expectations reflected in the forward looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this report.
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
Corporate History
Vanity Events Holding, Inc. (“Vanity”) was incorporated as Map V Acquisition, Inc. on November 22, 2006, in the State of Delaware. Our principal executive offices are currently located at 350 Fifth Avenue, Suite 2204 New York, New York 10118. Our telephone number is (212) 695-7850. We are qualified to do business in the State of New York. Our fiscal year-end is December 31. As described below in “Description of Map V,” Map V was incorporated with the objective to acquire, or merge with an operating business. Going forward, Vanity will be engaged in the business as described below in the section titled “Description of Vanity.”
Description of Vanity
Vanity was organized as a Delaware Corporation on August 25, 2004, and is in the business of licensing and promotions though its group of touring swimsuit models. Vanity’s international and domestic experience makes it an excellent promotional tool for its clients’ events. Vanity is available to travel throughout the world and its models draw attention to companies, merchandise, and brand names. Vanity Events began operating as Circuit Girls on the swimsuit circuit in Southern Florida. After establishing a reputation for excellence in the Southeast, it has expanded its circuit to include the greater U.S. domestic market as well as internationally. Vanity provides entertainment and attracts attention at events, including swimsuit competitions, calendar signings, and auto shows.
Services
Vanity is in the business of licensing and promotions though its group of touring swimsuit models, and intends to develop its business primarily through the expansion of its licensing agreements. Vanity possesses an experienced management team, as is further described in the Management section.
Currently, Vanity maintains existing trademarks and copyrights on numerous pictures and logos. Vanity has already signed licensing agreements for swim suit model images with companies in Argentina, Chile, China, Colombia, Dominican Republic, Ecuador, Germany, Korea, Mexico, Panama, Puerto Rico, Taiwan, Tokyo, United Kingdom, United States and Venezuela.
Vanity’s target markets will use Vanity’s images, logos, prints and electronic content and labels in order to promote their business. Currently, Vanity’s target markets are:
| · | the apparel and apparel accessories industries, which are to include logos and images for the teen market, sports market, and women/men’s market; |
| · | the cosmetics industry and the creation of products branding the Vanity name; |
| · | mobile phones; |
| · | personal and notebook computers (i.e. screen savers), videos for computers, wallpaper, etc.; |
| · | company and web site promotions for Vanity Events and/or other related products and businesses; |
| · | private Labels created for existing products to expand their sales; and |
| · | attractive media options, such as Pay-Per-View shows and distributed DVD’s. |
Employees
As of December 31, 2008, Vanity had 5 employees. The Company has 3 independent contractors who provide sales and shipping services, support, and public relations.
Competition
We compete with various other productions, promotions, and media groups, including magazines, newspapers, television, radio and Internet web sites that offer customers information and services similar to what we provide. Competition could result in price reductions, reduced margins or loss of market share, any of which could have a material adverse effect on our business, financial condition or results of operations.
We face competition on both country and regional levels. In addition, each of our businesses competes with companies that deliver content through the same platforms and with companies that operate in different media businesses. We cannot assure you that we can remain competitive with companies that have greater resources.
ITEM 1A: RISK FACTORS
Risks Related to Our Business and Industry
We will need significant additional capital, which we may be unable to obtain.
Our capital requirements in connection with our promotional activities and transition to commercial operations have been and will continue to be significant. We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us in an amount sufficient to enable us to continue our operations, and there can be no assurance that financing will be available in amounts or on terms acceptable to us, if at all.
Our operating results may fluctuate, which makes our results difficult to predict and could cause our results to fall short of expectations.
Our operating results may fluctuate as a result of a number of factors, many outside of our control. As a result, comparing our operating results on a period-to-period basis may not be meaningful, and you should not rely on our past results as an indication of our future performance. Our quarterly, year-to-date and annual expenses as a percentage of our revenues may differ significantly from our historical or projected rates. Our operating results in future quarters may fall below expectations. Any of these events could cause our stock price to fall.
We rely on highly skilled personnel and, if we are unable to retain or motivate key personnel or hire qualified personnel, we may not be able to grow effectively.
Our performance largely depends on the talents and efforts of highly skilled individuals. Our future success depends on our continuing ability to identify, hire, develop, motivate and retain highly skilled personnel for all areas of our organization. Our continued ability to compete effectively depends on our ability to attract new technology developers and to retain and motivate our existing contractors.
Government regulations could adversely affect our business, financial condition or results of operations.
Our businesses are regulated by governmental authorities in the countries in which we operate. Because of our international operations, we must comply with diverse and evolving regulations. Regulation relates to, among other things, licensing, promotions, commercial advertising, content, including standards of decency. Changes in the regulation of our operations or changes in interpretations of existing regulations by courts or regulators or our inability to comply with current or future regulations could adversely affect us by reducing our revenues, increasing our operating expenses and exposing us to significant liabilities.
We may not be able to successfully compete with direct competitors or with other forms of promotional tools.
We derive a significant portion of our revenue from our national and international promotional touring business, licensing, and advertising, for which we compete with various other promotional and media groups that provide services similar to what we provide. Competition could result in price reductions, reduced margins or loss of market share, any of which could have a material adverse effect on our business, financial condition or results of operations. We face competition on both country and regional levels. We cannot assure you that we can remain competitive with companies that have greater resources or that offer alternative promotional and media options.
We may not be able to protect our intellectual property rights.
We believe that our trademarks, particularly the Vanity Events and Holly Vanity designs, and other proprietary rights are critical to our success, potential growth and competitive position. Accordingly, we devote substantial resources to the establishment and protection of our trademarks and proprietary rights. Our actions to establish and protect our trademarks and other proprietary rights, however, may not prevent imitation of our products by others or prevent others from claiming violations of their trademarks and proprietary rights by us. Any infringement or related claims, even if not meritorious, may be costly and time consuming to litigate, may distract management from other tasks of operating the business and may result in the loss of significant financial and managerial resources, which could harm our business, financial condition or operating results.
If we engage in future acquisitions, we will incur a variety of costs and may never realize the anticipated benefits of the acquisition.
If appropriate opportunities become available, we may attempt to acquire businesses, products or technologies that we believe are a strategic fit with our business. If we do undertake any transaction of this sort, the process of integrating an acquired business, product or technology may result in unforeseen operating difficulties and expenditures and may absorb significant management attention that would otherwise be available for ongoing development of our business. Moreover, we may fail to realize the anticipated benefits of any acquisition. Future acquisitions could dilute existing stockholders' ownership interest in us and could cause us to incur debt, exposing us to future liabilities.
Risks Relating to Our Common Stock
There is currently no trading market for our common stock, and liquidity of shares of our common stock is limited.
Our shares of common stock are not registered under the securities laws of any state or other jurisdiction, and accordingly there is no public trading market for our common stock. Further, no public trading market is expected to develop in the foreseeable future unless and until the Company completes a business combination with an operating business and the Company thereafter files a registration statement under the Securities Act. Therefore, outstanding shares of our common stock cannot be offered, sold, pledged or otherwise transferred unless subsequently registered pursuant to, or exempt from registration under, the Securities Act and any other applicable federal or state securities laws or regulations. Shares of our common stock cannot be sold under the exemptions from registration provided by Rule 144 under or Section 4(1) of the Securities Act, in accordance with the letter from Richard K. Wulff, Chief of the Office of Small Business Policy of the Securities and Exchange Commission’s Division of Corporation Finance, to Ken Worm of NASD Regulation, dated January 21, 2000. This letter provides that certain private transfers of the shares of common stock also may be prohibited without registration under federal securities laws. Compliance with the criteria for securing exemptions under federal securities laws and the securities laws of the various states is extremely complex, especially in respect of those exemptions affording flexibility and the elimination of trading restrictions in respect of securities received in exempt transactions and subsequently disposed of without registration under the Securities Act or state securities laws.
The Company may be subject to certain tax consequences in our business, which may increase our costs of doing business.
We may not be able to structure our acquisition to result in tax-free treatment for the companies or their stockholders, which could deter third parties from entering into certain business combinations with us or result in being taxed on consideration received in a transaction. Currently, a transaction may be structured so as to result in tax-free treatment to both companies, as prescribed by various federal and state tax provisions. We intend to structure any business combination so as to minimize the federal and state tax consequences to both us and the target entity; however, we cannot guarantee that the business combination will meet the statutory requirements of a tax-free reorganization or that the parties will obtain the intended tax-free treatment upon a transfer of stock or assets. A non-qualifying reorganization could result in the imposition of both federal and state taxes that may have an adverse effect on both parties to the transaction.
There is no public market for our common stock, nor have we ever paid dividends on our common stock.
There is no public trading market for our common stock and none is expected to develop in the foreseeable future unless and until the Company completes a business combination with an operating business and such business files a registration statement under the Securities Act of 1933, as amended. Additionally, we have never paid dividends on our Common Stock and do not presently intend to pay any dividends in the foreseeable future. We anticipate that any funds available for payment of dividends will be re-invested into the Company to further its business strategy.
Authorization of preferred stock.
Our Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares of preferred stock with designations, rights and preferences determined from time to time by its Board of Directors. Accordingly, our Board of Directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting, or other rights which could adversely affect the voting power or other rights of the holders of the common stock. In the event of issuance, the preferred stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of the Company. Although we have no present intention to issue any shares of its authorized preferred stock, there can be no assurance that the Company will not do so in the future.
Our businesses are regulated by governmental authorities in the countries in which we operate. Because of our local and international operations, we must comply with diverse and evolving regulations. Regulation relates to, among other things, licensing, commercial advertising, and content, including standards of decency for each participating country. Changes in the regulation of our operations or changes in interpretations of existing regulations by courts or regulators or our inability to comply with current or future regulations could adversely affect us by reducing our revenues, increasing our operating expenses and exposing us to liabilities.
ITEM 3. LEGAL PROCEEDINGS.
From time to time, Vanity may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm its business. Vanity is currently not aware of any such legal proceedings or claims that they believe will have, individually or in the aggregate, a material adverse affect on its business, financial condition or operating results.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASE OF EQUITY SECURITIES.
OTC Bulletin Board Considerations
The Company’s common stock is not currently traded on the Over the Counter Bulletin Board (“OTCBB”). To be quoted on the OTCBB, a market maker must file an application on our behalf in order to make a market for our common stock. We have engaged an FINRA Market Maker to file our application on Form 211 with the FINRA, and as of the date of this prospectus, such filing has been made. The Company is currently in the process of securing FINRA approval, though no assurances can be made that FINRA will approve the Company’s application.
Holders
As of December 31, 2008, the approximate number of stockholders of record of the Common Stock of the Company was 40.
Dividend Policy
Effective September 26, 2008, the Board of Directors of the Vanity declared a stock dividend of 1.71178 shares of common stock for every 1 share of common stock held by shareholders of record at the close of business on September 26, 2008.
The Company has never declared or paid any cash dividends on its common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.
ITEM 6: SELECTED FINANCIAL DATA
Not applicable.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION AND FORWARD LOOKING INFORMATION.
Forward Looking Statements
Some of the statements contained in this annual report that are not historical facts are “forward-looking statements” which can be identified by the use of terminology such as “estimates,” “projects,” “plans,” “believes,” “expects,” “anticipates,” “intends,” or the negative or other variations, or by discussions of strategy that involve risks and uncertainties. We urge you to be cautious of the forward-looking statements, that such statements, which are contained in this annual report, reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties and other factors affecting our operations, market growth, services, products and licenses. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of the risks we face, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events. Factors that may cause actual results, our performance or achievements, or industry results, to differ materially from those contemplated by such forward-looking statements include without limitation:
· 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 annual report 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.
Overview
Vanity began operations on August 25, 2004. We are engaged in the business of licensing and promotions though our group of touring swimsuit models. We plan to focus our efforts on licensing and branding our trademarks. Vanity currently has 7 master licensing contracts. We have not generated any income since inception, and as of the fiscal year ended December 31, 2007 have incurred a net loss of $747,881.
We are currently focusing on licensing and branding our trademarks.
Results of Operations for the Fiscal Year ended December 31, 2008 Compared to Fiscal Year Ended December 31, 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 Vanity’s revenues for the year ended December 31, 2008 were $62,356, compares to $11,259 for the year ended December 31, 2007. The decrease in revenues was primarily a result of less activity of the Company. Vanity had $376,051 in operating expenses for the year ended December 31, 2008 as compared to $68,746 in operating expenses for the year ended December 31, 2007. The increase in operating expenses was primarily a result of less activity of the Company.
Selling, General and Administrative ("SG&A") expenses consisted primarily of expenses for consulting and professional fees. For the year ended December 31, 2008, SG&A was $376,051 compared to $68,746 for year ended December 31, 2007. The difference in SG&A is attributable to $307,305 .. Additional expenses included payroll of $92,652, Rent of $3,000, insurance of $31,781, office expenses of $41,967, trade and show expenses of $29,563 and legal and professional fees of $177,088.
Cost of Sales were $390 for the year ended December 31, 2008 as compared to $-0- for the year ended December 31, 2007. The difference in Cost of Sales is attributable to cost of supplies related to the sales..
Net Loss was $314,085 for the year ended December 31, 2008, as compared to $57,487 for the year ended December 31, 2007. The increase in net loss is principally attributable to increased selling, general and administrative costs.
Liquidity and Capital Resources
Cash Flows from Operating Activities. At December 31, 2008, Vanity had cash and cash equivalents of $801, as compared to cash and cash equivalents of $4,825 as of December 31, 2007.
Liabilities .. As of December 31, 2008, Vanity had total current liabilities of $41,736, as compared to $-0- for the period ended December 31, 2007. The difference in total current liability is primarily attributed to a bank overdraft of $7,186 and accounts payable and accrued expenses of $34,550.
Off Balance Sheet Arrangements. None.
Results of Operations for the Fiscal Year ended December 31, 2007 Compared to Fiscal Year Ended December 31, 2006
Revenues We did not generate any revenues for the years ended December 31, 2007 or December 31, 2006. Map V had $9,800 in operating expenses for the year ended December 31, 2007 as compared to $2,500 in operating expenses for the year ended December 31, 2006. The increase in operating expenses was primarily a result of professional fees.
Selling, General and Administrative ("SG&A") expenses consisted primarily of expenses for consulting and professional fees. For the year ended December 31, 2007, Selling, general and administrative expenses were $68,746 compared to $613,553 for year ended December 31, 2006. The difference in SG&A is attributable to 544,807.
Cost of Sales were $-0- for the year ended December 31, 2007as compared to $35,301 for the year ended December 31, 2006. The difference in Cost of Sales is attributable to $35,301 relating to the costs of model's time aggregating $33,626 and $1,675 in makeup expenses for the year ended December 31, 2006.
Net Loss was $57,487 for the year ended December 31, 2007, as compared to $601,329 for the year ended December 31, 2006. The decrease in net loss is principally attributable to decreased selling, general and administrative costs.
Liquidity and Capital Resources
At December 31, 2007, Map V did not have cash or cash equivalents, nor did maintain any liabilities.
Liabilities .. As of December 31, 2007, Vanity had total current liabilities of $-0-, as compared to $-0- for the period ended December 31, 2006.
Working capital None.
Current Liabilities None.
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 affect on the accompanying financial statements.
Income Taxes
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS
| | Page |
| | |
| Financial Statements | |
| | |
| REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | F-1 |
| | |
| Balance Sheets as of December 31, 2008 and 2007 Statements of Operations for the years ended December 31, 2008 and 2007, and August 25, 2004 (inception) to December 31, 2008 | F-2 |
| | |
| Statement of Stockholders’ Equity for the period August 25, 2004 (inception) to December 31, 2008 | F-4 |
| | |
| Statements of Cash Flows for the years ended December 31, 2008 and 2007, and August 25, 2004 (inception) to December 31, 2008 | F-5 |
| | |
| Notes to Financial Statements | F-6-F-12 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
VANITY EVENTS HOLDING, INC.
We have audited the balance sheet of VANITY EVENTS HOLDING, INC. (a development stage company) as of December 31,2008, and the related statements of operations, changes in stockholders’ equity, and cash flows for the years ended December 31, 2008 and 2007. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Also, an audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of VANITY HOLDING GROUP, INC.,as of December 31, 2008 and the results of its operations and its cash flows for the two years then ended, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note B to the financial statements, the Company has incurred operating losses for the period August 25, 2004 (inception) to December 31, 2008, has no significant revenues and has not commenced planned principal operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding those matters are also described in Note B. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Drakeford & Drakeford, LLC
Drakeford & Drakeford, LLC
New York, New York
March 30, 2009
VANITY EVENTS HOLDING, INC.
( A Development Stage Company)
BALANCE SHEETS
| | | December 31, | | | December 31, | |
| ASSETS | | 2008 | | | 2007 | |
| CURRENT ASSETS | | | | | | |
| Cash and cash equivalents | | $ | 801 | | | $ | 4,825 | |
| Inventory | | | 2,150 | | | | 0 | |
| | | | | | | | | |
| Total current assets | | 2,951 | | | | 4,825 | |
| | | | | | | | | |
| OTHER ASSETS | | | | | | | | |
| Trade mark | | | 4,996 | | | | 4,800 | |
| Photographs | | | 44,422 | | | | 44,422 | |
| | | | | | | | | |
| Total other assets | | | 49,418 | | | | 49,222 | |
| | | | | | | | | |
| TOTAL ASSETS | | $ | 52,369 | | | $ | 54,047 | |
| | | | | | | | | |
| | | | | | | | | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| CURRENT LIABILITIES | | | | | | | | |
| Bank overdraft | | $ | 7,186 | | | | | |
| Accounts payable and accrued expenses | | | 34,550 | | | $ | 0 | |
| | | | | | | | | |
| Total current liabilities | | | 41,736 | | | | 0 | |
| | | | | | | | | |
| LONG-TERM LIABILITIES | | | | | | | | |
| Loans payable-shareholders | | | 314,099 | | | | 53,428 | |
| | | | | | | | | |
| Total long-term liabilities | | | 314,099 | | | | 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 December 31, 2008 and 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 | | | (1,061,966 | ) | | | (747,881 | ) |
| | | | | | | | | |
| Total stockholders’ equity (defiency) | | | (303,466 | ) | | | 619 | |
| | | | | | | | | |
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | | $ | 52,369 | | | $ | 54,047 | |
| | | | | | | | | |
The accompanying notes are an integral part of these statements.
VANITY EVENTS HOLDING, INC.
( A Development Stage Company)
STATEMENTS OF OPERATIONS
| | | | | | August 25, | |
| | | For the year ended December 31, | | | 2004, (inception) to December 31, | |
| | | 2008 | | | 2007 | | | 2008 | |
| | | | | | | | | | |
| Revenue | | $ | 62,356 | | | $ | 11,259 | | | $ | 193,112 | |
| | | | | | | | | | | | | |
| Cost of Sales | | | | | | | | | | | | |
| Model and make-up cost | | | 390 | | | | 0 | | | | 64,545 | |
| | | | | | | | | | | | | |
| Gross profit | | | 61,966 | | | | 11,259 | | | | 128,567 | |
| | | | | | | | | | | | | |
| Operating Expenses | | | | | | | | | | | | |
| Salaries | | | 92,652 | | | | 7,786 | | | | 158,113 | |
| Selling, general and administrative | | | 283,399 | | | 60,960 | | | | 1,034,014 | |
| | | | | | | | | | | | | |
| Total operating expenses | | | 376,051 | | | | 68,746 | | | | 1,192,127 | |
| | | | | | | | | | | | | |
| Net loss from operations | | | (314,085 | ) | | | (57,487 | ) | | | (1,063,560 | ) |
| | | | | | | | | | | | | |
| Other income-interest | | | 0 | | | | 0 | | | | 1,594 | |
| | | | | | | | | | | | | |
| Net loss | | $ | (314,085 | ) | | $ | (57,487 | ) | | $ | (1,061,966 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Basic and diluted loss per common share | | $ | (.01 | ) | | $ | (.00 | ) | | | | |
| | | | | | | | | | | | | |
| Weighted average shares outstanding | | | 26,815,496 | | | | 26,523,934 | | | | | |
| | | | | | | | | | | | | |
The accompanying notes are an integral part of these statements
VANITY EVENTS HOLDING, INC.
( A Development Stage Company)
STATEMENT OF STOCKHOLDERS’ EQUITY
| | | | | | | | | | | | Deficit Accumulated | | | | | |
| | | | | | | | | | | | During | | | | | |
| | | | Common stock | | | | Additional | | | | 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 | | | 623,600 | | | | 62 | | | | 9,938 | | | | | | | | 10,000 | |
| Net loss for the year ended | | | | | | | | | | | | | | | | | | | | |
| December 31, 2008 | | | | | | | | | | | | | | | (314,085 | ) | | | (314,085 | ) |
| Balance at December 31, 2008 | | | 27,369,807 | | | $ | 2,736 | | | $ | 755,764 | | | $ | (1,061,966 | ) | | $ | (303,466 | ) |
The accompanying notes are an integral part of this statement.
VANITY EVENTS HOLDING, INC.
( A Development Stage Company)
STATEMENTS OF CASH FLOWS
| | | | | | | | | August 25, | |
| | | For the year ended | | | 2004, (inception) | |
| | | December 31, | | | to December 31, | |
| | | 2008 | | | 2007 | | | 2008 | |
| OPERATING ACTIVITIES | | | | | | | | | |
| Net loss | | $ | (314,085 | ) | | $ | (57,487 | ) | | $ | (1,061,966 | ) |
| Issuance of common shares for legal services | | | 10,000 | | | | | | | | 10,000 | |
| Changes in operating assets and liabilities: | | | | | | | | | | | | |
| Inventory | | | (2,150 | ) | | | 0 | | | | (2,150 | ) |
| Prepaid rent | | | 0 | | | | 0 | | | | 0 | |
| Loan receivable | | | 0 | | | | 0 | | | | 0 | |
| Accounts payable and accrued expenses | | | 41,736 | | | | 0 | | | | 41,736 | |
| | | | | | | | | | | | | |
| Cash used by operating activities | | | (264,499 | ) | | | (57,487 | ) | | | (1,012,380 | ) |
| | | | | | | | | | | | | |
| INVESTING ACTIVITIES | | | | | | | | | | | | |
| Security deposit | | | 0 | | | | 4,950 | | | | 0 | |
| Other assets | | | (196 | ) | | | (4,072 | ) | | | (49,418 | ) |
| | | | | | | | | | | | | |
| Cash used by investing activities | | | (196 | ) | | | 878 | | | | (49,418 | ) |
| | | | | | | | | | | | | |
| FINANCIAL ACTIVITIES | | | | | | | | | | | | |
| Proceeds from notes payable-shareholders,net | | | 260,671 | | | | 16,931 | | | | 314,099 | |
| Issuance of common stock for cash | | | 0 | | | | 40,000 | | | | 748,500 | |
| | | | | | | | | | | | | |
| Cash provided by financing activities | | | 260,671 | | | | 56,931 | | | | 1,062,599 | |
| | | | | | | | | | | | | |
| NET INCREASE (DECREASE) IN CASH | | | (4,024 | ) | | | 322 | | | | 801 | |
| | | | | | | | | | | | | |
| CASH BALANCE BEGINNING OF PERIOD | | | 4,825 | | | | 4,503 | | | | 0 | |
| | | | | | | | | | | | | |
| CASH BALANCE END OF PERIOD | | $ | 801 | | | $ | 4,825 | | | $ | 801 | |
| | | | | | | | | | | | | |
| Supplemental Disclosures of Cash Flow Information: | | | | | | | | | | | | |
| Interest | | $ | 0 | | | $ | 0 | | | $ | 0 | |
The accompanying notes are an integral part of these statements
VANITY EVENTS HOLDING, INC.
( A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 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 financial statements have been prepared in accordance with Form 10-K 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 December 31, 2008, and the results of operations for the years ended December 31, 2008 and 2007, and August 25, 2004 (inception) to December 31, 2008 and cash flows for the years ended December 31, 2008 and 2007 and August 25, 2004 (inception) to December 31, 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 2008 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.
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 December 31, 2008, the Company had no cash equivalents.
VANITY EVENTS HOLDING, INC.
( A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2008
NOTE A – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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 December 31, 2008, the other assets have not been placed in use so there has not been any amortization expensed.
Advertising cost are expensed as incurred. Advertising expense totaled $ 1,000 and $ 0 for the years ended December 31, 2008 and 2007 and $ 14,662 from August 25, 2004 (date of inception) to December 31, 2008.
VANITY EVENTS HOLDING, INC.
( A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (continued)
December 31, 2008
NOTE A – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
| 6. | Recently Enacted Accounting Standards |
In July 2006, the FASB issued FIN 48, entitled Accounting for Uncertainty in Income Taxes. FIN 48 interprets the guidance in SFAS No. 109, entitled Accounting for Income Taxes. Through the interpretive guidance, the FASB clarifies the accounting for uncertainty in income taxes, provides recognition and measurement guidance related to accounting for income taxes, and provides guidance related to classification and disclosure of income tax-related financial statement components. The Company does not believe that the adoption of FIN 48 has had a material impact, if any, on its consolidated financial statements.
In September 2006, the FASB issued SFAS No. 157, Defining Fair Value Measurement. The purpose of SFAS No. 157 is to eliminate the diversity in practice that exists due to the different definitions of fair value and the limited guidance for applying those definitions in GAAP that are dispersed among the many accounting pronouncements that require fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company does not believe that adoption of SFAS No. 157 will have a material impact on its consolidated financial statements.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities - including an amendment of FASB Statement No. 115 (SFAS No. 159). SFAS No. 159 expands opportunities to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. Upon adoption of SFAS No. 159, an entity may elect the fair value option for eligible items that exist at the adoption date. Subsequent to the initial adoption, the election of the fair value option should only be made at initial recognition of the asset or liability or upon a re-measurement event that gives rise to new-basis accounting. SFAS No. 159 does not affect any existing accounting literature that requires certain assets and liabilities to be carried at fair value nor does it eliminate disclosure requirements included in other accounting standards. This Statement is effective as of the beginning of an entity's first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provisions of FASB Statement No. 157, Fair Value
VANITY EVENTS HOLDING, INC.
( A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (continued)
December 31, 2008
Measurements. The Company does not believe that the adoption of SFAS No. 159 will have a material impact on its consolidated financial statements.
In December 2007, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 141(R), "Business Combinations" (hereafter "SFAS No. 141(R)"). This statement is to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial reports about a business combination and its effects. It is effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company does not believe that adoption of SFAS No. 141(R) will have a material impact on its consolidated financial statements.
In December 2007, the FASB issued FASB Statement No. 160 "Non-controlling Interests in Consolidated Financial Statements - an amendment of ARB No. 51" ("SFAS No. 160"), which causes non-controlling interests in subsidiaries to be included in the equity section of the balance sheet. SFAS No. 160 applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008, except for the presentation and disclosure requirements, which shall be applied retrospectively for all periods presented. The Company does not believe that adoption of SFAS No. 160 will have a material impact on its consolidated financial statements.
In December 2007, the FASB issued FASB Statement No. 161 "Disclosures about Derivative Instruments and Hedging Activities-an amendment of FASB Statement No. 133" ("SFAS No. 161"), changes the disclosure requirements for derivative instruments and hedging activities. Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity's financial position, financial performance, and cash flows. SFAS No. 160 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. This Statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption. The Company does not believe that adoption of SFAS No. 161 will have a material impact on its consolidated financial statements.
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.
VANITY EVENTS HOLDING, INC.
( A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (continued)
December 31, 2008
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.
| 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 revenues aggregating $193,112 and has incurred losses of $1,061,966 for the period August 25, 2004 (inception) to December 31, 2008 and negative working capital aggregating $38,785. 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.
VANITY EVENTS HOLDING, INC.
( A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (continued)
December 31, 2008
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).
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, 2008 and 2007.
NOTE E – RELATED PARTY TRANSACTIONS
The Company has shareholder loans payable of $ 314,099 at December 31, 2008. The loans are non-interest bearing and are payable on demand.
The Company has no employment contracts in force as of December 31, 2008.
NOTE F – COMMON STOCK ISSUANCES
The following issued shares received a stock split as of December 31, 2008. See Note-G.
VANITY EVENTS HOLDING, INC.
( A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (continued)
December 31, 2008
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 623,600 shares of common stock for legal services of $10,000 or for an average price of $ .02 per share.
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.
As previously reported, on April 7, 2008, Map V Acquisition, Inc. ("Map V" or the "Company") entered into a Share Exchange Agreement (the "Agreement") with Vanity Holding Group, Inc., a private company formed under the laws of Delaware, and the shareholders of Vanity Holding Group, Inc. (the "Vanity Shareholders") pursuant to which the Company has agreed to acquire (the "Acquisition"), subject to the satisfaction of the conditions to closing as outlined in the Agreement, all of the outstanding shares of common stock of Vanity from the Vanity Shareholders.
In connection with the Acquisition, the board of directors of the Company dismissed UHY LLP ("UHY") as the Company's independent registered public accounting firm.
During the two year period ended December 31, 2006, the Company has not had any disagreements with UHY on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to UHY's satisfaction, would have caused them to make reference thereto in their reports on the Company's financial statements for such years.
During the two year period ended December 31, 2006, UHY did not advise the Company that any of the events listed in Item 304 (a)(1)(Iv)(B) had occurred or should occur.
The Company has provided UHY with a copy of the above disclosures. The Company has requested UHY to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not UHY agrees with the statements made herein above and, if not, stating in which respects UHY does not agree.
On March 14, 2008, the Company engaged Drakeford & Drakeford, LLC ("Drakeford") as its independent registered public accounting firm for the Company's fiscal year ended December 31, 2007.
During the two year period ended December 31, 2007, and through the date of this disclosure, the Company did not consult with Drakeford regarding either (i) the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on the Registrant's financial statements or (ii) any matter that was either the subject of a disagreement or event identified in response to (a)(1)(iv) of Item 304.
ITEM 9A. CONTROLS AND PROCEDURES.
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company's Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to the Company's management to allow timely decisions regarding required disclosure based closely on the definition of "disclosure controls and procedures" in Rule 13a-15(e) and 15d-15(e). The Company’s disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives. The Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures are effective at that reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There were no changes in the Company’s internal control over financial reporting during the fourth quarter of fiscal 2008, which were identified in connection with management’s evaluation required by paragraph (d) of rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting .
Management’s Annual Report on Internal Control Over Financial Reporting .
The Company’s internal control over financial reporting includes those policies and procedures that:
| | (i) | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; |
| | (ii) | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that the Company’s receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and |
| | (iii) | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements. |
The Company carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures as of the end of the period covered in this report. Based on the foregoing, our principal executive officer and principal financial officer concluded that the Company's disclosure controls and procedures were effective.
The Company does not expect that the Company’s internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Vanity’s management is responsible for establishing and maintaining adequate control over financial reporting for Vanity, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Under the supervision and with the participation of Vanity’s management, including our principal executive and principal financial officers, Vanity conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO Framework”). Based on this evaluation under the COSO Framework management concluded that its internal control over financial reporting was effective as of December 31, 2008.
This annual report does not include an attestation report of Vanity’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this annual report.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSON AND CORPORATE GOVERNANCES; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
Our directors and executive officers are:
| Name | | Age | | Position |
| Steven Moskowitz | | 43 | | President, Chief Executive Officer, Principal Executive Officer, and Director |
| | | | | |
| Michael Cohn | | 41 | | Director |
| | | | | |
| Frank Lazauskas | | 47 | | Director |
| | | | | |
| Ronald Cosman | | 58 | | Director |
Executive Officers and Directors
Steven Moskowitz President, Chief Executive Officer, Principal Executive Officer and Director
Steven Moskowitz has been working for Vanity Holding Group, Inc. as President, CEO, and Director since May 2007. Mr. Moskowitz currently serves as the COO and Chief Financial Officer of Spongetech delivery Systems, Inc. Since January 2008, Mr. Moskowitz has been serving as President, CEO and Director of Map IV Acquisition, Inc. and Map VI Acquisition, Inc. He has served as a director of RM Enterprises International, Inc. since April 2001 and as its Secretary since March 2, 2004. He has been a director of Western Power and equipment Corp. (OTCBB) since February 11, 2003. Mr. Moskowitz was a director and CEO of Azurel, Ltd (OTCBB and subsequently Pink Sheet) from October 31, 2002 to October 10, 2003.He rejoined Azurel fromMay1, 2004 through July 26, 2004 as CEO and President. On July 25, 2005, he was elected as CEO and President of Azurel. He has been director of Tiburon Capital group, a privately held holding corporation, and since May 2000, he has served as Vice President of ERC Corp., a privately held marketing consultant. He served as vice President, Marketing and Business Development for H.W. Carter & Sons, a distributor of children’s clothing, from 1987 to 2002. He was President of the H.W. Carter & Sons division of Evolutions, Inc. from 1996 to1997. Mr. Moskowitz served in various capacities at Smart Style Industries, a manufacturer and distributor of children’s apparel, from 1986 to 1987 from sales assistant to Vice president Sales and Marketing. He received his B.S. in Management from Touro Collage in 1986.
Michael Cohn CFO, Vice President, Director
Michael Cohn has been a director since April 2007. Michael Cohen has been involved with startup companies for the last decade; mentoring and developing these start ups from ideas to IPOs. He began his career as a NYS EMS Paramedic, later joining Americorp Securities as a vice president in their mergers and acquisitions department. Mr. Cohen was recruited by Dafna Construction to serve as CFO and played a pivotal role in the company’s national growth and subsequent purchase. He was also vice president of Citigroup’s Corporate Finance division, managed a department in the risk management sector of Salomon Smith Barney, and served on the Board of Directors for Better on Line Solutions, Inc, Newmedia1.com, as well as several real estate holding companies.
Frank Lazauskas President, Director, Founder
Frank Lazauskas has been a director since May 2007. He is also on the board of Spongetech Delivery systems as a director. Mr. Lazauskas is the founder and President of FJL Enterprises, Inc. and TNJ Enterprises, Inc., formed in 1999 and 1997, respectively, which own and operate eight Dominos Pizza Stores. He was elected a director of RM Enterprises International, Inc. Mr. Lazauskas was a director of Azurel, Ltd,. He received his B.A. in Mathematics from Central Connecticut State University in 1983.
Ronald Cosman CPA, Director, Senior VP Marketing & Sales
Ronald Cosman has been a director since May 2007. Mr. Cosman is currently a senior VP in marketing and sales at a major defense industry company in Switzerland they are the worldwide leaders of observation and location devices. Born in Switzerland, Mr. Cosman went to the University of Zurich and has his masters in business administration. Mr. Cosman also worked with Ernst & Young as a CPA for 5 years also worked with IBM and Hewlett Packard for 12 years and a general manager for Data General in Switzerland.
DIRECTOR INDEPENDENCE
The following information concerning director independence is based on the director independence standards of The NASDAQ Stock Market Corporate Governance Rules.
Michael Cohn, Frank Lazauskas and Ronald Cosman are independent directors within The NASDAQ Stock Market's director independence standards. Steven Moskowitz is not an independent director. In determining independence, the Board reviews and seeks to determine whether directors have any material relationship with the Company, direct or indirect, which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Board reviews business, professional, charitable and familial relationships of the directors in determining independence. The Board has not designated a separate compensation or nominating committee.
Audit Committee
Presently, our Board of Directors is performing the duties that would normally be performed by an audit committee. We intend to form a separate audit committee, and plan to seek potential independent directors. In connection with our search, we plan to appoint an individual qualified as an audit committee financial expert.
Code of Ethics
The Board has not adopted a Code of Ethics .
ITEM 11. EXECUTIVE COMPENSATION.
Our executive officers have not received any compensation since the date of our incorporation, and we did not accrue any compensation.
Compensation of Directors
We do not compensate our directors for their time spent on our behalf.
Executive Employment Contracts
We do not have any written or oral employment agreements with any of our officers or directors.
Equity Compensation Plan Information as of December 31, 2008
Equity Compensation, Pension or Retirement Plans
No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company for the benefit of its employees.
Equity Compensation Plan Information
None.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth certain information, as of March 15, 2009, with respect to any person (including any “group”, as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) who is known to us to be the beneficial owner of more than five percent (5%) of any class of our voting securities, and as to those shares of our equity securities beneficially owned by each of our directors and executive officers and all of our directors and executive officers as a group. Unless otherwise specified in the table below, such information, other than information with respect to our directors and executive officers, is based on a review of statements filed with the Securities and Exchange commission (the “Commission”) pursuant to Sections 13 (d), 13 (f), and 13 (g) of the Exchange Act with respect to our common stock. As of March 15, 2009 there were 27,369,807 shares of our common stock outstanding.
The number of shares of common stock beneficially owned by each person is determined under the rules of the Commission and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which such person has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within sixty (60) days after the date hereof, through the exercise of any stock option, warrant or other right. Unless otherwise indicated, each person has sole investment and voting power (or shares such power with his or her spouse) with respect to the shares set forth in the following table. The inclusion herein of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of those shares.
The table also shows the number of shares beneficially owned as of March 15, 2009 by each of our individual directors and executive officers, by our nominee directors and executive officers and by all our current directors and executive officers as a group.
| | Common Stock Beneficially Owned | | | Percentage of Common Stock | |
| Michael Cohen | | | 146,047 | | | | * | |
| Ronald Cosman | | | 146,047 | | | | * | |
| Frank Lauzaskas | | | 847,072 | | | | 3.0 | % |
| Steven Moskowitz (2) | | | 1,212,773 | | | | 4.43 | % |
| Highland Global Partners, Inc. | | | 2,500,000 | | | | 9.13 | % |
| | | | | | | | | |
| All executive officers and directors as a group (consisting of 4 individuals) | | | 2,351,939 | | | | 31.62 | % |
* Represents less than 1%. | | | | | | | | |
(1) Beneficial Ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock subject to options, warrants, or convertible debt currently exercisable or convertible, or exercisable or convertible within 60 days of March15, 2009are deemed outstanding for computing the percentage of the person holding such option or warrant but are not deemed outstanding for computing the percentage of any other person. Percentages are based on a total of 27,369,807 shares of common stock outstanding on March15, 2009, and the shares issuable upon the exercise of options, warrants exercisable, and debt convertible on or within 60 days of March15, 2009. | |
| (2) Includes 1,051,537 shares beneficially owned by Mr. Moskowitz through the Mindy & Steven Moskowitz Trust. | |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.
We have not entered into any transactions in which any of our directors, executive officers, or affiliates, including any member of an immediate family, had or are to have a direct or indirect material interest.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Drakeford & Drakeford, LLC has served as our independent auditors for the years ended December 31, 2008 and December 31, 2007. For the year ended December 31, 2008, the fees for audit services totaled approximately $16,000 which included costs associated with the annual audit and reviews of the Company’s quarterly reports on Form 10-Q and the Company’s statutory and regulatory filings. For the year ended December 31, 2007, the fees for audit services totaled approximately $11,500.
ITEM 15. EXHIBITS
| | | | | |
| EXHIBIT NO. | | DESCRIPTION | | |
| | | | | |
| 3.1 | | Articles of Incorporation (1) | | |
| | | | | |
| 3.2 | | Bylaws (1) | | |
| | | | | |
| 10.1 | | Stock Purchase Agreement (2) | | |
| | | | | |
| 10.2 | | Share Exchange Agreement dated April 3, 2008 by and among Map V Acquisition, Inc., Vanity Holding Group, Inc. and each of the shareholders of Vanity Holding Group, Inc. | | |
| | | | | |
| 23.1 | | Consent of Auditors regarding Map V. | | |
| | | | | |
| 23.2 | | Consent of Auditors regarding Vanity Holding Group, Inc. | | |
| | | | | |
| 31.1 | | Certificate of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act. | | |
| | | | | |
| 32.1 | | Certificate of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act. | | |
| (1) | Incorporated by reference to the Company’s report on Form 10-SB, as filed with on March 26, 2007. |
| (2) | Incorporated by reference to the Company's current report on Form 8-K, as filed on January 3, 2008. |
| Incorporated by reference to the Company's current report on Form 8-K, as filed on April 3, 2008. |
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | VANITY EVENTS HOLDING, INC. | |
| | | | |
| May 8, 2009 | By: | /s/ Steven Y. Moskowitz | |
| | | Steven Y. Moskowitz | |
| | | President, Principal Executive Officer | |
| | | | |
In accordance with the Exchange Act, this report has been signed below by the following persons on April 11, 2008, on behalf of the registrant and in the capacities Indicated.
| Signature | | Title | | Date |
| | | | | |
| / s/ Steven Y. Moskowitz | | Director, President, Chief Executive Officer and Principal Accounting and Financial Officer | | May 8, 2009 |
| Steven Moskowitz | | | | |
| | | | | |
| /s/ Michael Cohen | | Director | | May 8, 2009 |
| Michael Cohen | | | | |
| | | | | |
| /s/ Frank Lazauskas | | Director | | May 8, 2009 |
| Frank Lazauskas | | | | |
| | | | | |
| /s/ Ronald Cosman | | Director | | May 8, 2009 |
| Ronald Cosman | | | | |
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