Thinspace Technology (THNS) 10-Q 2009 Q2 Quarterly report

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 JUNE 30, 2009

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	10001
(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 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]

1

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 / /

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 August 15, 2009, there were 27,369,807 outstanding shares of the Registrant's Common Stock, $.001 par value.

2

PART I. FINANCIAL STATEMENTS

VANITY EVENTS HOLDING, INC.

JUNE 30, 2009 QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

	Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements	F-1
Item 2. Management’s Discussion and Analysis or Plan of Operation	4
Item 3. Controls and Procedures	5
PART II - OTHER INFORMATION
Item 1. Legal Proceedings	7
Item 1A. Risk Factors	7
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	7
Item 3. Defaults Upon Senior Securities	7
Item 4. Submission of Matters to a Vote of Security Holders	7
Item 5. Other Information	7
Item 6. Exhibits	7
SIGNATURES	8

3

PART I

FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

INDEX TO FINANCIAL STATEMENTS

	Page
Financial Statements
Balance Sheets as of  June 30, 2009 (Unaudited) and December 31, 2008	F-2
Statements of Operations for the six months ended June 30, 2009 and  2008,  and August 25, 2004 (inception) to June 30, 2009  (unaudited)	F-3
Statements of Operations for the three months ended June 30, 2009 and  2008 (unaudited)	F-4
Statement of Stockholders’ Equity  for the period August 25, 2004  (inception) to June 30, 2009 (unaudited)	F-5
Statements of Cash Flows for the six months ended June 30, 2009 and 2008, and August 25, 2004 (inception) to June 30, 2009  (unaudited)	F-6
Notes to Financial Statements	F-7 - F-12

 

F-1

VANITY EVENTS HOLDING, INC.

 ( A Development Stage Company)

BALANCE SHEETS

Unaudited

	June 30, 2009			December 31, 2008
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	1,092		$	801
Inventory		2,150			2,150
Prepaid expenses		41,269			0
Total current assets		44,511		2,951
OTHER ASSETS
Trade mark		4,996			4,996
Photographs	44,422				44,422
Total other assets		49,418			49,418
TOTAL ASSETS	$	93,929		$	52,369
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Bank overdraft	$	0		$	7,186
Accounts payable and accrued expenses		36,514			34,550
Total current liabilities		36,514			41,736
LONG-TERM LIABILITIES
Loans payable-shareholders		686,685			314,099
Total long-term liabilities		686,685			314,099
STOCKHOLDERS’ EQUITY
Preferred stock authorized 5,000,000 shares, $.0001 par value
each. At  June 30, 2009 and December  31, 2008 there are no
shares outstanding		0			0
Common stock authorized 100,000,000 shares, $.0001 par value
each. At June 30, 2009 and December  31, 2008  there are
and 27,369,807 shares outstanding, respectively		2,736			2,736
Additional paid in capital		755,764			755,764
Deficit accumulated during the development stage		(1,387,770	)		(1,061,966	)
Total stockholders’ equity (defiency)		(629,270	)		(303,466	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	93,929		$	52,369

The accompanying notes are an integral part of these statements.

F-2

VANITY EVENTS HOLDING, INC.

( A Development Stage Company)

 STATEMENTS OF OPERATIONS

Unaudited

							August 25,
	For the six months ended						2004, (inception)
	June 30, 2009			June 30, 2008			to June 30, 2009
Revenue	$	1,592		$	29,376			194,704
Cost of Sales
Model and make-up cost		0			390			64,545
Gross profit		1,592			28,986			130,159
Operating Expenses
Salaries		181,012			1,407			339,125
Selling, general and administrative		146,384			93,674			1,180,398
Total operating expenses		327,396		__95,081				1,519,523
Net loss from operations		(325,804	)		(66,095	)		(1,389,364	)
Other income-interest		0			0			1,594
Net loss	$	(325,804	)	$	(66,095	)	$	(1,387,770	)
Basic and diluted loss  per common share	$	(.01	)	$	(.00	)
Weighted average shares outstanding		27,369,807			21,392,103

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
	June 30, 2009			June 30, 2008
Revenue	$	92		$	5,588
Cost of Sales
Model and make-up cost		0			45
Gross profit		92			5,543
Operating Expenses
Salaries		113,057			1,407
Selling, general and administrative		73,819			68,751
Total operating expenses		186,876			70,158
Net loss	$	(186,784	)	$	(64,615	)
Basic and diluted loss  per common share	$	(.01	)	$	(.00	)
Weighted average shares outstanding		27,369,807			21,392,103

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

Common Stock		Additional	Deficit Accumulated 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	623,600		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	)
Net loss for the six months ended
June 30, 2009								(325,804	)		(325,804	)
Balance at June 30, 2009 (Unaudited)	27,369,807	$	2,736	$	755,764		$	(1,387,770	)	$	(629,270	)

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

		For the six months ended						August 25, 2004, (inception)
		June 30, 2009			June 30, 2008			to June 30, 2009
OPERATING ACTIVITIES
Net loss	$	(325,804	)	$	(66,095	)	$	(1,387,770	)
Issuance of common stock for legal services		0			0			10,000
Changes in operating assets and liabilities:
Accounts receivable		(23,514	)		(23,514	)		(23,514	)
Inventory		0			(2,150	)		(2,150	)
Prepaid expenses		(41,269	)		0			(41,269	)
Bank overdraft		(7,186	)		0			0
Accounts payable and accrued expenses		1,964			485			36,514
Cash used by operating activities		(395,809	)	(91,274		)		(1,408,189	)
INVESTING ACTIVITIES
Other assets		0			(196	)		(49,418	)
Cash used by investing activities		0			(196	)		(49,418	)
FINANCING ACTIVITIES
Proceeds from loans payable-shareholders, net		396,100			91,000			710,199
Issuance of common stock for cash		0			0			748,500
Cash provided by financing activities		396,100			91,000			1,458,699
NET  INCREASE  (DECREASE) IN CASH		291			(470	)		1,092
CASH BALANCE BEGINNING OF PERIOD		801			4,825			0
CASH BALANCE END OF PERIOD	$	1,092		$	4,355		$	1,092
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

June 30, 2009

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 June 30, 2009, and the  results of operations for the six months ended June 30, 2009 and 2008, and August 25, 2004 (inception) to June 30, 2009 and cash flows for the six months ended June 30, 2009 and 2008 and August 25, 2004 (inception) to June 30, 2009.  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.

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 June 30, 2009, the Company had no cash equivalents.

F-7

VANITY EVENTS HOLDING, INC.

   ( A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2009

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 June 30, 2009, 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 $ 4,000 and $ 1,500   for the six months ended June 30, 2009 and 2008 and $ 18,662 from August 25, 2004 (date of inception) to June 30, 2009.

F-8

VANITY EVENTS HOLDING, INC.

   ( A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2009

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

June 30, 2009

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 $1,387,770 for the period August 25, 2004 (inception) to June 30, 2009. 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

June 30, 2009

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 June 30, 2009.

NOTE E – RELATED PARTY TRANSACTIONS

The Company has loans payable of $ 710,199 to shareholders at June 30, 2009. The loans are non-interest bearing and are payable on demand.

The Company has no employment contracts in force as of June 30, 2009.

NOTE F – COMMON STOCK ISSUANCES

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.

F-11

VANITY EVENTS HOLDING, INC.

   ( A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2009

NOTE G - 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

SIX MONTHS ENDED JUNE 30, 2009 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2008

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 three months ended June 30, 2009 were $1,592, compared to $29,376 for the six months ended June 30, 2008. The decrease in revenues was primarily a result of little activity.  Vanity had $327,396 in operating expenses for the six months ended June 30, 2009 as compared to $95,081 in operating expenses for the six months ended June 30, 2008. 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 six months ended June 30, 2009, SG&A was $146,384 compared to $93,674 for the six months ended June 30, 2008.

Cost of Sales   were $0 for the six months ended June 30, 2009 as compared to $390 for the six months ended June 30, 2008.  

 Net Loss was $325,804 for the six months ended June 30, 2009, as compared to $66,095 for the six months ended June 30, 2008.  The decrease in net loss is principally attributable to salaries and selling, general and administrative cost.

Liquidity and Capital Resources:

4

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 three months or less. At June 30, 2009, Vanity had cash and cash equivalents of $1,092, as compared to cash and cash equivalents of $801 as of December 31, 2008. The difference in cash and cash equivalents is primarily attributed to lack of business activity.

Liabilities. As of June 30, 2009, Vanity had total current liabilities of $36,514, as compared to $485 for the period ended June 30, 2008.  The difference in total current liability is primarily attributed to monies due vendors.

Working Capital.  Working capital at June 30, 2009 is $7,997 as compared to a negative working capital at December 31, 2008 of $(38,785).

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.

Overview

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 numerous expanding lines of business. The Company intends to establish a cleaning service division offering a full range of daily or weekly residential and commercial cleaning services for homes and businesses and to franchise the cleaning company at a national level. The Company also controls, develops, and promotes various consumer and commercial products which it intends to bring to market. In addition, the Company licenses images and promotes merchandise and events worldwide. The Company’s target markets for its licensing business include apparel and apparel accessories, cosmetics, mobile phones, computers, and the Internet.

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.

5

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 three months ended June 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 June 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 June 30, 2008 that has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting.

6

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-K for the fiscal year ended December 31, 2008.

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.

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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.

DATE: August 14, 2009

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

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