UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
Form 10-Q/A
| R | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 |
| | |
| For the quarterly period ended March 31, 2009 |
Commission file number 001-15751
| VANITY EVENTS HOLDING, INC. |
| (Exact name of registrant as specified in its charter) |
| Delaware | | 43-2114545 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
43 West 33rd Street, Suite 600
New York, NY 10001
(Address of principal executive offices)
(212) 695-9619
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.0001 Par Value Per Share
Indicate by check mark whether the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes £ NoR
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes £ NoR
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. YesR No£
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes £ NoR
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer £ Accelerated filer £ Non-accelerated filer £ Smaller Reporting Company R
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act) Yes £ NoR
Number of shares of common stock outstanding as of April 28, 2009 was 27,369,807.
EXPLANATORY NOTE
In this Amendment No. 1 to Quarterly Report on Form 10-Q (this “Form 10-Q/A”), we refer to Vanity Events Holding, Inc. a Delaware corporation, as “we,” “us,” “our” “the Company” or “our company.”
We are filing this Amendment No. 1 to Quarterly Report on Form 10-Q to amend certain disclosures in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, as originally filed with the Securities and Exchange Commission (the “SEC”) on May 20, 2009 (our “Report”). The principal changes to our Report in this amendment are as follows:
We have identified certain accounting errors related to the incorrect inclusion of certain expenses, assets and liabilities of an affiliated company / related party company in our March 31, 2009 quarterly financial statements included in the prior Form 10Q filed with the SEC. Consequently, there were numerous adjustments that were made to the financial statements, for the period ended March 31, 2009. The net effect of the correction of these errors resulted in a decrease in the Company’s reported total assets, liabilities and stockholders’ deficit as of March 31, 2009 by $24,022, $163,588 and $139,566, respectively. In addition, the net effect of the correction of these errors resulted in a decrease in the Company’s reported net loss for the three months ended March 31, 2009 by $129,661 , a decrease in net cash used in operating activities for the three months ended March 31, 2009 by $135,528, a decrease in net cash provided by financing activities for the three months ended March 31, 2009 by $138,755 and a decrease in cash and cash equivalents end of period by $508 for the three months ended March 31, 2009.
We have added Note 7 to our financial statements to disclose the effect and further information regarding the above changes.
In addition, for clarification purposes, we also modified, added and expanded our disclosures of the following Notes to the Financial Statements:
| · | Note 1 – Nature of Operations, Basis of Presentation and Liquidity and Management’s Plans |
| · | Note 2 – Summary of Significant Accounting Policies |
| · | Note 4 – Related Party Transactions |
| · | Note 5 – Commitments and Contingencies |
| · | Note 6 – Stockholders’ Equity |
The Company has also revised its Management’s Discussion and Analysis and Results of Operations included in this Form 10Q/A for the quarter ended March 31, 2009 accordingly to reflect all changes. Additionally, the Company expanded its analysis of the changes in our balance sheet, statement of operations and statement of cash flows and for all periods presented.
We have also revised and updated, Part I Item 4. Controls and Procedures to this Form 10-Q/A.
This Amendment No. 1 to Quarterly Report on Form 10-Q does not contain our auditor’s review report as it is not required pursuant to SEC RegS-X.T.Rule10-01(d).
Other than the correction of typographical and the errors described above, all other information in our original Form 10-Q remains unchanged. For the convenience of the reader, this amendment includes, in their entirety, those items in our original filing not being amended and restated. Except to the extent relating to the restatement of our consolidated financial statements and other financial information described above, this amendment continues to describe conditions as of our original filing, and does not update disclosures contained herein to reflect events that occurred at a later date. Accordingly, this Form 10-Q/A should be read in conjunction with our other filings made with the SEC subsequent to the filing of our Report.
VANITY EVENTS HOLDING, INC.
2009 QUARTERLY REPORT ON FORM 10-Q/A
TABLE OF CONTENTS
| | | Page |
| | PART I | |
| | | |
| Item 1 | Financial Statements | F-1 | |
| Item 2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 4 | |
| Item 3 | Quantitative and Qualitative Disclosures About Market Risk | 5 | |
| Item 4 | Controls and Procedures | 6 | |
| | PART II | | |
| | | | |
| 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 | Submissions of Matters to Vote of Security Holders | 7 | |
| Item 5 | Other Information | 7 | |
| Item 6 | Exhibits | 8 | |
| | Signatures | 9 | |
| | | |
PART I
ITEM 1. FINANCIAL STATEMENTS
| VANITY EVENTS HOLDING, INC. |
| (A Development Stage Company) |
| CONDENSED BALANCE SHEETS |
| | | | | | | |
| | | March 31, 2009 (Unaudited) (As Restated) | | | December 31, 2008 | |
| ASSETS | | | | | | |
| CURRENT ASSETS | | | | | | |
| Cash and cash equivalents | | $ | 293 | | | $ | 801 | |
| Inventory | | | 2,150 | | | | 2,150 | |
| TOTAL CURRENT ASSETS | | | 2,443 | | | | 2,951 | |
| | | | | | | | | |
| | | | | | | | | |
| PROPERTY AND EQUIPMENT, net | | | 49,418 | | | | 49,418 | |
| TOTAL ASSETS | | | 51,861 | | | | 52,369 | |
| | | | | | | | | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | |
| | | | | | | | | |
| CURRENT LIABILITIES | | | | | | | | |
| Bank overdraft | | $ | - | | | $ | 7,186 | |
| Accounts payable and accrued expenses | | | 35,024 | | | | 34,550 | |
| TOTAL CURRENT LIABILITIES | | | 35,024 | | | | 41,736 | |
| | | | | | | | | |
| LONG-TERM LIABILITIES | | | | | | | | |
| Loans payable-shareholders | | | 319,757 | | | | 314,099 | |
| TOTAL LONG-TERM LIABILITIES | | | 319,757 | | | | 314,099 | |
| | | | | | | | | |
| TOTAL LIABILITIES | | | 354,781 | | | | 355,835 | |
| | | | | | | | | |
| STOCKHOLDERS’ DEFICIT | | | | | | | | |
| Preferred stock authorized 50,000,000 shares, $.0001 par value; None issued and outstanding. | | | - | | | | - | |
| Common stock authorized 350,000,000 shares, $.0001 par value; 27,369,807 shares issued and outstanding as of March 31, 2009, and December 31, 2008. | | | 2,737 | | | | 2,737 | |
| Additional paid in capital | | | 755,763 | | | | 755,763 | |
| Accumulated deficit | | | (1,061,420 | ) | | | (1,061,966 | ) |
| | | | | | | | | |
| TOTAL STOCKHOLDERS' (DEFICIT) | | | (302,920 | ) | | | (303,466 | ) |
| | | | | | | | | |
| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | | $ | 51,861 | | | $ | 52,369 | |
| | | | | | | | | |
The accompanying notes are an intgral part of these unaudited condensed financial statements.
VANITY EVENTS HOLDING, INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF OPERATIONS
| | | | | | | | | August 25 2004, | |
| | | For the three months ended | | | (inception) to | |
| | | March 31,2009 (As Restated) | | | March 31, 2008 | | | March 31, 2009 (As Restated) | |
| REVENUE | | $ | 1,500 | | | $ | 23,788 | | | $ | 194,612 | |
| | | | | | | | | | | | | |
| TOTAL COST OF GOODS | | | - | | | | 345 | | | | 64,545 | |
| | | | | | | | | | | | | |
| GROSS PROFIT | | | 1,500 | | | | 23,443 | | | | 130,067 | |
| | | | | | | | | | | | | |
| OPERATING EXPENSES | | | | | | | | | | | | |
| Salaries | | | - | | | | - | | | | 158,113 | |
| Selling, general and administrative | | | 10,859 | | | | 24,923 | | | | 1,034,968 | |
| TOTAL OPERATING EXPENSES | | | 10,859 | | | | 24,923 | | | | 1,193,081 | |
| | | | | | | | | | | | | |
| LOSS FROM OPERATIONS | | | (9,359 | ) | | | (1,480 | ) | | | (1,063,014 | ) |
| | | | | | | | | | | | | |
| OTHER INCOME - INTEREST | | | - | | | | - | | | | 1,594 | |
| | | | | | | | | | | | | |
| LOSS BEFORE PROVISION FOR INCOME TAXES | | | (9,359 | ) | | | (1,480 | ) | | | (1,061,420 | ) |
| | | | | | | | | | | | | |
| PROVISION FOR INCOME TAXES | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | |
| NET LOSS | | $ | (9,359 | ) | | $ | (1,480 | ) | | $ | (1,061,420 | ) |
| | | | | | | | | | | | | |
| BASIC & DILUTED LOSS PER SHARE | | $ | (0.00 | ) | | $ | (0.00 | ) | | | | |
| | | | | | | | | | | | | |
| WEIGHTED AVERAGE SHARES OUTSTANDING | | | 27,369,809 | | | | 26,746,207 | | | | | |
| | | | | | | | | | | | | |
The accompanying notes are an integral part of these unaudited condensed financial statements.
VANITY EVENTS HOLDING, INC
(A Development Stage Company)
CONDENSED STATEMENTS OF CASH FLOWS
| | | | | | | | | August 25 2004, (inception) | |
| | | For the three months ended | | | to March | |
| | | March 31,2009 (As Restated) | | | March 31, 2008 | | | 31, 2009 (As Restated) | |
| CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | | | | |
| Net Loss | | $ | (9,359 | ) | | $ | (1,480 | ) | | $ | (1,061,420 | ) |
| Issuance of common shares for legal services | | | - | | | | - | | | | 10,000 | |
| Inventory | | | - | | | | - | | | | (2,150 | ) |
| Accounts receivable | | | - | | | | (22,999 | ) | | | - | |
| Accounts payable and accrued expenses | | | 474 | | | | 21,144 | | | | 35,024 | |
| NET CASH USED IN OPERATING ACTIVITIES | | | (8,885 | ) | | | (3,335 | ) | | | (1,018,546 | ) |
| | | | | | | | | | | | | |
| CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | | | | | | | |
| Purchase of fixed assets, software, and licenses | | | - | | | | - | | | | (49,418 | ) |
| NET CASH USED IN INVESTING ACTIVITIES | | | - | | | | - | | | | (49,418 | ) |
| | | | | | | | | | | | | |
| CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | | | | | |
| (Repayment) Proceeds from loans payable-shareholders, net | | | 5,658 | | | | - | | | | 319,757 | |
| Proceeds from issuance of common stock | | | - | | | | - | | | | 748,500 | |
| NET CASH PROVIDED BY FINANCING ACTIVITIES | | | 5,658 | | | | - | | | | 1,068,257 | |
| | | | | | | | | | | | | |
| NET INCREASE (DECREASE) IN CASH | | | (3,227 | ) | | | (3,335 | ) | | | 293 | |
| | | | | | | | | | | | | |
| CASH AND CASH EQUIVALENTS BEGINNING OF PERIOD | | | 3,520 | | | | 4,825 | | | | - | |
| | | | | | | | | | | | | |
| CASH AND CASH EQUIVALENTS END OF PERIOD | | $ | 293 | | | $ | 1,490 | | | $ | 293 | |
| | | | | | | | | | | | | |
| SUPPLEMENTAL DISCLOSURE OF CASH INFORMATION | | | | | | | | | | | | |
| Cash paid during the period for income tax: | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | | |
| Cash paid during the period for interest | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | | |
The accompanying notes are an integral part of these unaudited condensed financial statements
VANITY EVENTS HOLDING, INC.
(A Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS
March 31, 2009
(Unaudited and Restated)
NOTE 1 – NATURE OF OPERATIONS, BASIS OF PRESENTATION AND LIQUIDITY AND MANAGEMENT’S PLANS
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.
Reverse Merger
On April 2, 2008, the Company, formerly known as Map V Acquisition, Inc., a Delaware corporation entered into a Share Exchange Agreement with Vanity Holding Group, Inc. (“Vanity Group”) and Vanity Group’s then shareholders whereby we agreed to acquire all of the issued and outstanding shares of the common stock of Vanity Group. As consideration for the acquisition of the shares of Vanity Group, the Company has agreed to issue an aggregate of 21,392,109 shares (with the 1.7118 to 1 share of stock split effect) of its common stock, $0.0001 par value (the “Common Stock”) to the Vanity Group Shareholders. Upon consummation of the acquisition, Vanity Group became a wholly-owned subsidiary of the Company. Subsequent to the completion of the reverse merger acquisition, we filed a Certificate of Amendment with the Delaware Secretary of State changing its name from Map V Acquisition, Inc. to Vanity Events Holding, Inc. (“Vanity” or the “Company”) in 2008.
The acquisition is accounted for as a “reverse merger”, since the stockholders of Vanity Group owned majority of the Company’s common stock immediately following the transaction and their management has assumed operational, management and governance control. The reverse merger transaction is recorded as a recapitalization of Vanity Group pursuant to which Vanity Group is treated as the surviving and continuing entity although Vanity or the Company is the legal acquirer rather than a business combination. The Company did not recognize goodwill or any intangible assets in connection with this transaction. Accordingly, the Company’s historical financial statements are those of Vanity Group.
Effective with the reverse merger, all previously outstanding common stock owned by Vanity Group’s shareholders were exchanged for the Company’s common stock. The value of the Company’s common stock that was issued to Vanity Group’s shareholders was the historical cost of the Company’s net tangible assets, which did not differ materially from its fair value.
All references to common stock, share and per share amounts have been retroactively restated to reflect the reverse merger as if the transaction had taken place as of the beginning of the earliest period presented.
Liquidity and Management’s Plans
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company had slowed down its operations in the beginning of 2009. As shown in the accompanying financial statements, the Company incurred a loss from operations of $9,359 and $1,480 for the first quarters ended March 31, 2009 and 2008, respectively. Additionally, the Company had negative cash flows from operations since date of inception and has an accumulated deficit of $ 1,061,420 at March 31, 2009. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
VANITY EVENTS HOLDING, INC.
(A Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS (continued)
March 31, 2009
(Unaudited and Restated)
The Company’s continued existence is dependent upon management’s ability to develop profitable operations and resolve its liquidity problems. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.
There can be no assurance that any additional financings will be available to the Company on satisfactory terms and conditions, if at all. In the event that the Company is unable to continue as a going concern, it may elect or be required to seek protection from its creditors by filing a voluntary petition in bankruptcy or may be subject to an involuntary petition in bankruptcy. To date, management has not considered this alternative, nor does management view it as a likely occurrence.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
General
The unaudited condensed financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the audited financial statements and footnotes included in the Company's Annual Report on Form 10-K. The results for the thr ee months ended March 31, 2009, are not necessarily indicative of the results to be expected for the full year ending December 31, 2009.
The condensed balance sheet as of December 31, 2008 has been derived from the audited financial statements at that date but do not include all disclosures required by the accounting principles generally accepted in the United States of America.
Use of Estimates
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.
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.
VANITY EVENTS HOLDING, INC.
(A Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS (continued)
March 31, 2009
(Unaudited and Restated)
Revenue Recognition
The Company recognizes revenue from product or service sales in accordance with ASC 605 “Revenue Recognition”. Four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists (through written sales documentation); (2) delivery has occurred (through delivery into customer’s tanks and acceptance); (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded, although we have not experienced any such ite ms to date and do not expect any significant provisions in the future. We have no discount, rebate or warranty programs. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product or service has been delivered / rendered or no refund will be required. Payments received in advance are deferred until revenue recognition is appropriate. We have no post-delivery obligations or bill and hold related to our products / services.
Accounts Receivable
Trade receivables are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis; thus trade receivables do not bear interest. Trade accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition. There were no accounts receivable at March 31, 2009 and December 31, 2008. Allowance for doubtful accounts of accounts receivable was $0 as of March 31, 2009.
Cost of goods sold
Cost of sales includes cost of products or outsourced services, direct wages, other direct costs and shipping costs.
Impairment of Long-Lived Assets
The Company follows ASC 360, "Property, Plant and Equipment", formerly known as SFAS No. 144, which requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted discounted cash flows. Should impairment in value be indicated, the carrying value of the long-lived assets and certain identifiable intangibles will be adjusted, based on estimates of future discounted cash flow s resulting from the use and ultimate disposition of the asset. ASC 360, "Property, Plant and Equipment", formerly known as SFAS No. 144, also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less disposal costs.
Cash and Cash Equivalents
The Company considers cash and cash equivalents to consist of cash on hand and investments having an original maturity of 90 days or less that are readily convertible into cash are considered to be cash equivalents. As of March 31, 2009, the Company had $293 in cash and cash equivalents.
VANITY EVENTS HOLDING, INC.
(A Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS (continued)
March 31, 2009
(Unaudited and Restated)
Other Assets
Trademarks are stated at cost and are to be amortized over their estimated useful lives. The estimated service lives of trademarks and photographs are principally as follows:
Trademarks Photographs | 10-15 years 5-7 years |
Fair Value of Financial Instruments
The carrying amounts of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, approximate fair value because of their short maturities.
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).
Income Taxes
The Company accounts for income taxes using the asset and liability method described in Accounting Standard Codification 740 (“ASC 740” or formerly known as SFAS No. 109) 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.
Recent Accounting Pronouncements
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
VANITY EVENTS HOLDING, INC.
(A Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS (continued)
March 31, 2009
(Unaudited and Restated)
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 6. Rece ntly Enacted Accounting Standards 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.
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
VANITY EVENTS HOLDING, INC.
(A Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS (continued)
March 31, 2009
(Unaudited and Restated)
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. 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 3 – INVENTORY
Inventories are stated at the lower of cost or market determined by the first-in, first-out (FIFO) method. Components of inventories as of March 31, 2009 and December 31, 2008 consist of the following.
| | | March 31, 2009 | | | December 31, 2008 | |
| | $ | 2,150 | | | $ | 2,150 | |
NOTE 4 – RELATED PARTY TRANSACTIONS
The Company has shareholder loans payable of $342,526 at March 31, 2009 and $314,099 as of December 31, 2008. The loans are non-interest bearing.
NOTE 5 – 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.
NOTE 6 – STOCKHOLDERS’ EQUITY
Preferred Stock
The Company is authorized to issue 50,000,000 shares of preferred stock, with par value of $0.0001 per share, of which there were none issued and outstanding at March 31, 2009.
Common Stock
The Company is authorized to issue 350,000,000 shares of common stock, with par value of $0.0001 per share. As of both March 31, 2009 and December 31, 2008, there were 27,369,807 shares of common stock issued and outstanding.
On September 26, 2008, the Company affected a 1.7118 for 1 stock split of its issued and outstanding share of common stock with par value of $.0001 per share. All references in the financial statements and the notes to financial statements, number of shares, and share amounts have been retroactively restated to reflect the stock split.
VANITY EVENTS HOLDING, INC.
(A Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS (continued)
March 31, 2009
(Unaudited and Restated)
The Company issued 21,392,109 shares of its common stock to Vanity Group’s shareholders in acquiring Vanity Group. Accordingly, as a recapitalization, there were 26,869,807 shares issued and outstanding of which 5,477,698 shares issued and outstanding were retained for shareholders prior to reverse merger.
The Company issued 500,000 shares of its common stock for legal services of $10,000 or for an average price of $0.02 per share .
NOTE 7 – RESTATEMENT OF FINANCIAL STATEMENTS
The Company has restated its financial statements of the period ended March 31, 2009 and the period from August 25, 2004 (inception) to March 31, 2009, to correct the following errors in the financial statements previously filed:
There were numerous corrections / adjustments that were made to the financial statements, for the period ended March 31, 2009 and the period from August 25, 2004 (inception) to March 31, 2009. These corrections are related to the incorrect inclusion of certain assets, liabilities and expenses of an affiliated company / related party company in our March 31, 2009 quarterly financial statements included in the prior form 10-Q filed with the SEC, and were removed as a result of the new management's detailed review of the Company's books and records. The net effect of the correction of the errors are presented below:
| BALANCE SHEET | |
| March 31, 2009 | |
| | | | | | | | | | |
| | | | | | | | | | |
| ASSETS | | As Reported | | | Net Change / Adjustments | | | As Restated | |
| CURRENT ASSETS | | | | | | | | | |
| Cash and cash equivalents | | $ | 801 | | | $ | (508 | ) | | $ | 293 | |
| Accounts receivable | | | 23,514 | | | | (23,514 | ) | | | - | |
| Inventory | | | 2,150 | | | | - | | | | 2,150 | |
| TOTAL CURRENT ASSETS | | | 26,465 | | | | (24,022 | ) | | | 2,443 | |
| | | | | | | | | | | | | |
| | | | 4,996 | | | | | | | | | |
| PROPERTY AND EQUIPMENT, net | | | 44,422 | | | | - | | | | 49,418 | |
| TOTAL ASSETS | | $ | 75,883 | | | $ | (24,022 | ) | | $ | 51,861 | |
| | | | | | | | | | | | | |
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| CURRENT LIABILITIES | | | | | | | | | | | | |
| Bank overdraft | | $ | 24,247 | | | $ | (24,247 | ) | | | - | |
| Accounts payable and accrued expenses | | | 35,610 | | | | (586 | ) | | | 35,024 | |
| TOTAL CURRENT LIABILITIES | | | 59,857 | | | | (24,833 | ) | | | 35,024 | |
| | | | | | | | | | | | | |
| LONG-TERM LIABILITIES | | | | | | | | | | | | |
| Loans payable-shareholders | | | 458,512 | | | | (138,755 | ) | | | 319,757 | |
| TOTAL LONG-TERM LIABILITIES | | | 458,512 | | | | (138,755 | ) | | | 319,757 | |
| | | | | | | | | | | | | |
| TOTAL LIABILITIES | | | 518,369 | | | | (163,588 | ) | | | 354,781 | |
| | | | | | | | | | | | | |
| STOCKHOLDERS’ DEFICIT | | | | | | | | | | | | |
| Preferred stock authorized 50,000,000 shares, $.0001 par value; None issued and outstanding. | | | - | | | | - | | | | - | |
| Common stock authorized 350,000,000 shares, $.0001 par value; 27,369,807 shares issued and outstanding as of March 31, 2009. | | | 2,736 | | | | 1 | | | | 2,737 | |
| Additional paid in capital | | | 755,764 | | | | (1 | ) | | | 755,763 | |
| Accumulated deficit | | | (1,200,986 | ) | | | 139,566 | | | | (1,061,420 | ) |
| | | | | | | | - | | | | | |
| TOTAL STOCKHOLDERS' DEFICIT | | | (442,486 | ) | | | 139,566 | | | | (302,920 | ) |
| | | | | | | | | | | | | |
| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | | $ | 75,883 | | | $ | (24,022 | ) | | $ | 51,861 | |
| STATEMENTS OF OPERATIONS | |
| For the Three Months Ended March 31, 2009 | |
| | | | | | | | | | |
| | | As Reported | | | Net Change / Adjustments | | | As Restated | |
| REVENUE | | $ | 1,500 | | | | - | | | $ | 1,500 | |
| | | | | | | | | | | | | |
| TOTAL COST OF GOODS | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | |
| GROSS PROFIT | | | 1,500 | | | | - | | | | 1,500 | |
| | | | | | | | | | | | | |
| OPERATING EXPENSES | | | | | | | | | | | | |
| Salaries | | | 67,955 | | | | (67,955 | ) | | | - | |
| Selling, general and administrative | | | 72,565 | | | | (61,706 | ) | | | 10,859 | |
| TOTAL OPERATING EXPENSES | | | 140,520 | | | | (129,661 | ) | | | 10,859 | |
| | | | | | | | | | | | | |
| LOSS FROM OPERATIONS | | | (139,020 | ) | | | 129,661 | | | | (9,359 | ) |
| | | | | | | | | | | | | |
| OTHER INCOME - INTEREST | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | |
| LOSS BEFORE PROVISION FOR INCOME TAXES | | | - | | | | (9,359 | ) | | | (9,359 | ) |
| | | | | | | | | | | | | |
| PROVISION FOR INCOME TAXES | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | |
| NET LOSS | | $ | (139,020 | ) | | $ | 129,661 | | | $ | (9,359 | ) |
| | | | | | | | | | | | | |
| BASIC & DILUTED LOSS PER SHARE | | $ | - | | | $ | (0.00 | ) | | $ | (0.00 | ) |
| | | | | | | | | | | | | |
| WEIGHTED AVERAGE SHARES OUTSTANDING | | | 27,369,807 | | | | - | | | | 27,369,807 | |
For the Three Months Ended March 31, 2009
| | | As Reported | | | Net Change / Adjustments | | As Restated |
| NET CASH USED IN OPERATING ACTIVITIES | | $ | (144,413 | ) | | $ | 135,528 | | $ | (8,885 | ) | |
| NET CASH USED IN INVESTING ACTIVITIES | | | - | | | | - | | | - | |
| NET CASH PROVIDED BY FINANCING ACTIVITIES | | | 144,413 | | | | (138,755 | ) | | 5,658 | |
| | | | | | | | | | | | | |
| NET INCREASE (DECREASE) IN CASH | | | - | | | | (3,227 | ) | | (3,227 | ) |
| | | | | | | | | | | | | |
| CASH AND CASH EQUIVALENTS BEGINNING OF PERIOD | | | 801 | | | | 2,719 | | | 3,520 | |
| | | | | | | | | | | | | |
| CASH AND CASH EQUIVALENTS END OF PERIOD | | $ | 801 | | | $ | (508 | ) | $ | 293 | |
The Company has restated its financial statements of the period from August 25, 2004 (inception) to March 31, 2009, to correct the following errors in the financial statements previously filed:
There were numerous adjustments that were made to the financial statements, for the period from August 25, 2004 (inception) to March 31, 2009. These changes are listed below in the restated and reclassified financial statement.
| STATEMENTS OF OPERATIONS | |
| For the Period from August 25, 2004 (Inception) to March 31, 2009 | |
| | | | |
| |
| | | As Reported | | | Net Change / Adjustments | | | As Restated | |
| REVENUE | | $ | 194,612 | | | $ | - | | | $ | 194,612 | |
| | | | | | | | | | | | | |
| TOTAL COST OF GOODS | | | 64,545 | | | | - | | | | 64,545 | |
| | | | | | | | | | | | | |
| GROSS PROFIT | | | 130,067 | | | | - | | | | 130,067 | |
| | | | | | | | | | | | | |
| OPERATING EXPENSES | | | | | | | | | | | | |
| Salaries | | | 226,068 | | | | (67,955 | ) | | | 158,113 | |
| Selling, general and administrative | | | 1,106,579 | | | | (71,611 | ) | | | 1,034,968 | |
| TOTAL OPERATING EXPENSES | | | 1,332,647 | | | | (139,566 | ) | | | 1,193,081 | |
| | | | | | | | | | | | | |
| LOSS FROM OPERATIONS | | | (1,202,580 | ) | | | 139,566 | | | | (1,063,014 | ) |
| | | | | | | | | | | | | |
| OTHER INCOME - INTEREST | | | 1,594 | | | | - | | | | 1,594 | |
| | | | | | | | | | | | | |
| LOSS BEFORE PROVISION FOR INCOME TAXES | | | (1,200,986 | ) | | | 139,566 | | | | (1,061,420 | ) |
| | | | | | | | | | | | | |
| PROVISION FOR INCOME TAXES | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | |
| NET LOSS | | $ | (1,200,986 | ) | | $ | 139,566 | | | $ | (1,061,420 | ) |
| | | | | | | | | | | | | |
| BASIC & DILUTED LOSS PER SHARE | | $ | (0.04 | ) | | $ | 0.01 | | | $ | (0.04 | ) |
| | | | | | | | | | | | | |
| WEIGHTED AVERAGE SHARES OUTSTANDING | | | 27,369,807 | | | | - | | | | 27,369,807 | |
| STATEMENTS OF CASH FLOWS | |
| For the Period from August 25, 2004 (Inception) to March 31, 2009 | |
| | | | |
| |
| | | As Reported | | | Net Change / Adjustments | | | As Restated | |
| NET CASH USED IN OPERATING ACTIVITIES | | $ | (1,156,793 | ) | | $ | 135,528 | | | $ | (1,018,546 | ) |
| NET CASH USED IN INVESTING ACTIVITIES | | | (49,418 | ) | | | - | | | | (49,418 | ) |
| NET CASH PROVIDED BY FINANCING ACTIVITIES | | | 1,207,012 | | | | (138,755 | ) | | | 1,068,257 | |
| | | | | | | | | | | | | |
| NET INCREASE (DECREASE) IN CASH | | | 801 | | | | (508 | ) | | | 293 | |
| | | | | | | | | | | | | |
| CASH AND CASH EQUIVALENTS BEGINNING OF PERIOD | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | |
| CASH AND CASH EQUIVALENTS END OF PERIOD | | $ | 801 | | | $ | (508 | ) | | $ | 293 | |
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
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, 2008. Our actual results may differ materially from results anticipat ed 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 t his 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
Overview
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.
THREE MONTHS ENDED MARCH 31, 2009 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 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 Vanity had for the three months ended March 31, 2009 were $1,500, compared to $23,788 for the three months ended March 31, 2008. The decrease in revenues was primarily a result of little activity.
Operating Expenses Vanity had $10,859 in operating expenses for the three months ended March 31, 2009 as compared to $24,923 in operating expenses for the three months ended March 31, 2008. The decrease in operating expenses was primarily a result of decreased consulting and as part of selling, general, and administrative expense.
Cost of Sales were $0 for the three months ended March 31, 2009 as compared to $345 for the three months ended March 31, 2008.
Net Loss was $9,359 for the period ended March 31, 2009, as compared to $1,480 for the period ended March 31, 2008. The increase in net loss is principally attributable to increase in selling, general and administrative costs.
Liquidity and Capital Resources:
As of March 31, 2009, we had $293 of cash and cash equivalents as compared to $801 as of December 31, 2008. The decrease of $508 was due primarily to payment of certain SG&A costs.
Operating Activities For the quarter ended March 31, 2009, net cash used in operating activities was $8,885, primarily attributable to consulting and professional fees. Net cash used in operating activities for the quarter ended March 31, 2008 was $3,335.
Investing Activities For the quarters ended March 31, 2009 and 2008, net cash used in investing activities was $0.
Financing Activities Net cash provided by financing activities for the quarter ended March 31, 2009 was $5,658, a net cash provided by financing activities for the quarter ended March 31, 2008 was $0 and the increase was comprised primarily of proceeds from loans payable due to shareholders, net.
Off Balance Sheet Arrangements :
None.
CRITICAL ACCOUNTING ESTIMATES
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Effect of Recently Issued Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.
Income Taxes
None.
You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes appearing in this Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Report, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. You should review the “Risk Factors” section of this Report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
As a result of the reverse merger described in our current report on Form 8-K (“Form 8-K) filed with the SEC on April 7, 2008, the Company ceased to be a shell company and became involved in the business of licensing and promotions through its group of touring swimsuit models. Currently we are more specifically committed to marketing and licensing such products as described in our Form 8-K, but will seek to promote, develop and sell other related products.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that material information required to be disclosed in our periodic reports filed under the Securities Exchange Act of 1934, as amended, or 1934 Act, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and to ensure that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer (principal financial officer) as appropriate, to allow timely decisions regarding required disclosure. During the quarter ended March 31, 2009 we carried out an evaluation, under the supervision and with the participation of our management, including the principal executive officer and the principal financial officer (principal financial office r), of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13(a)-15(e) under the 1934 Act. Based on this evaluation, because of the Company’s limited resources and limited number of employees, management concluded that our disclosure controls and procedures were ineffective as of March 31, 2009.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of the financial statements of the Company in accordance with U.S. generally accepted accounting principles, or GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.
With the participation of our Chief Executive Officer and Chief Financial Officer (principal financial officer), our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of March 31, 2009 based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on our evaluation and the material weaknesses described below, management concluded that the Company did not maintain effective internal control over financial reporting as of March 31, 2009 based on the COSO framework criteria. Management has identified control deficiencies regarding the lack of segregation of duties and the need for a stronger internal control environment. Management of the Company believes that these material weaknesses are due to the small size of the Company’s accounting staff. The small size of the Company’s accounting staff may prevent adequate controls in the future, such as segregation of duties, due to the cost/benefit of such remediation.
To mitigate the current limited resources and limited employees, we rely heavily on direct management oversight of transactions, along with the use of legal and accounting professionals. As we grow, we expect to increase our number of employees, which will enable us to implement adequate segregation of duties within the internal control framework.
These control deficiencies could result in a misstatement of account balances that would result in a reasonable possibility that a material misstatement to our consolidated financial statements may not be prevented or detected on a timely basis. Accordingly, we have determined that these control deficiencies as described above together constitute a material weakness.
In light of this material weakness, we performed additional analyses and procedures in order to conclude that our consolidated financial statements for the quarter ended March 31, 2009 included in this Quarterly Report on Form 10-Q/A were fairly stated in accordance with US GAAP. Accordingly, management believes that despite our material weaknesses, our consolidated financial statements for the three months ended March 31, 2009 are fairly stated, in all material respects, in accordance with US GAAP.
Limitations on Effectiveness of Controls and Procedures
Our management, including our Chief Executive Officer and Chief Financial Officer (principal financial officer), does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived 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 controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include, but are not limited to, t he realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Changes in Internal Controls
During the fiscal quarter ended March 31, 2009, there have been no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.
PART II
ITEM 1. 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 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 1B. UNRESOLVED STAFF COMMENTS
None
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None
ITEM 4. SUBMISSIONS OF MATTERS TO VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION.
None
ITEM 6. EXHIBITS
| EXHIBIT NO. | | DESCRIPTION |
| | | |
| | Certificate of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act. (filed herewith) |
| | | |
| | Certificate of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act. (filed herewith) |
| | | |
| | Certificate of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act. (filed herewith) |
| | | |
| | Certificate of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act. (filed herewith) |
SIGNATURES
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. | |
| | | | |
| Date: June 24, 2010 | By: | /s/ Samuel Wolf | |
| | | Name: Samuel Wolf | |
| | | Title: Principal Executive Officer | |
| | | | |
| | | | |
| | By: | /s/ Eliezer Goldish | |
| | | Name: Eliezer Goldish | |
| | | Title: Principal Financial Officer | |
| | | | |
| | | | |
In accordance with the Exchange Act, this report has been signed below by the following persons on June 24, 2010, on behalf of the registrant and in the capacities Indicated.
| Signature | | Title | | Date |
| | | | | |
| /s/ Samuel Wolf | | Director, Chief Executive Officer and President (Principal Executive Officer) | | June 24, 2010 |
| Samuel Wolf |
| | | | | |
| /s/ Eliezer Goldish | | Director, Chief Financial Officer and Principal Financial Officer | | June 24, 2010 |
| Eliezer Goldish |
9
