Attached files
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EX-31.1 - CERTIFICATION BY CHIEF EXECUTIVE OFFICER - Thinspace Technology, Inc. | f10q0909ex31i_vanity.htm |
EX-32.1 - CERTIFICATION BY CHIEF EXECUTIVE OFFICER - Thinspace Technology, Inc. | f10q0909ex32i_vanity.htm |
EX-31.2 - CERTIFICATION BY CHIEF FINANCIAL OFFICER - Thinspace Technology, Inc. | f10q0909ex31ii_vanity.htm |
EX-32.2 - CERTIFICATION BY CHIEF FINANCIAL OFFICER - Thinspace Technology, Inc. | f10q0909ex32ii_vanity.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM
10-Q
(Mark
One)
/X/
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT
OF 1934
FOR
THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 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) 695-9619
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes x No o
Indicate
by check mark whether the registrant 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 o No x
APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING
THE PRECEDING FIVE YEARS
Indicate
by check mark whether the registrant filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court. Yes o No o
1
APPLICABLE
ONLY TO CORPORATE ISSUERS
State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date: As of October 31, 2009, there were
35,999,807 outstanding shares of the Registrant's Common Stock, $.0001 par
value.
2
VANITY
EVENTS HOLDING, INC.
(A
Development Stage Company)
September
30, 2009
PART
I. FINANCIAL STATEMENTS
VANITY
EVENTS HOLDING, INC.
SEPTEMBER
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
|
6
|
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
VANITY
EVENTS HOLDING, INC.
(A
Development Stage Company)
September
30, 2009
PART
I
ITEM
1. FINANCIAL STATEMENTS
INDEX
TO FINANCIAL STATEMENTS
|
Page
|
|
Financial
Statements
|
||
Balance
Sheets as of September 30, 2009 (Unaudited) and December 31,
2008
|
F-2
|
|
Statements
of Operations for the nine months ended September 30, 2009
and 2008, and August 25, 2004 (inception) to June
30, 2009 (unaudited)
|
F-3
|
|
Statements
of Operations for the three months ended September 30, 2009
and 2008 (unaudited)
|
F-4
|
|
Statement
of Stockholders’ Equity for the period August 25, 2004
(inception) to September 30, 2009 (unaudited)
|
F-5
|
|
Statements
of Cash Flows for the nine months ended September 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
September
30th, 2009
|
December
31st, 2008
|
|||||||
CURRENT
ASSETS
|
||||||||
Cash
and cash equivalents
|
$ | 2,223,466 | $ | 801 | ||||
Accounts
Receivable
|
1,419 | 0 | ||||||
Inventory
|
48,754 | 2,150 | ||||||
Prepaid
expenses
|
42,247 | 0 | ||||||
TOTAL
CURRENT ASSETS
|
$ | 2,315,886 | $ | 2,951 | ||||
OTHER
CURRENT ASSETS
|
$ | 49,418 | $ | 49,418 | ||||
FIXED
ASSETS
|
117,622 | 0 | ||||||
TOTAL
ASSETS
|
$ | 2,482,926 | $ | 52,369 | ||||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
||||||||
CURRENT
LIABILITIES
|
||||||||
Bank
overdraft
|
0 | 7,186 | ||||||
Accounts
payable and accrued expenses
|
42,075 | 34,550 | ||||||
TOTAL
CURRENT LIABILITIES
|
$ | 42,075 | $ | 41,736 | ||||
LONG-TERM
LIABILITIES
|
||||||||
Loans
payable-shareholders
|
310,716 | 314,099 | ||||||
TOTAL
LONG-TERM LIABILITIES
|
$ | 310,716 | $ | 314,099 | ||||
TOTAL
LIABILITIES
|
$ | 352,791 | $ | 355,835 | ||||
STOCKHOLDERS’
EQUITY
|
||||||||
Preferred
stock authorized 5,000,000 shares, $.0001 par value
|
||||||||
each.
At September 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 September 30, 2009 and December 31, 2008 there
are 35,999,807
|
||||||||
and
27,369,807 shares outstanding, respectively
|
3,599 | 2,736 | ||||||
Additional
paid in capital
|
2,912,401 | 755,764 | ||||||
Deposit
for capital stock
|
900,000 | 0 | ||||||
Deficit
accumulated during the development stage
|
(1,685,865 | ) | (1,061,966 | ) | ||||
TOTAL
STOCKHOLDERS' EQUITY
|
$ | 2,130,135 | $ | (303,466 | ) | |||
TOTAL
LIABILITIES & STOCKHOLDERS' EQUITY
|
$ | 2,482,926 | $ | 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
For
the nine months ended September 30, 2009
|
For
the nine months ended September 30, 2008
|
August
25th, 2004 (inception) to September 30, 2009
|
||||||||||
REVENUE
|
5,540 | 53,015 | $ | 198,652 | ||||||||
TOTAL
COST OF GOODS
|
2,386 | 390 | 66,931 | |||||||||
GROSS
PROFIT
|
3,154 | 52,625 | 131,721 | |||||||||
OPERATING
EXPENSES
|
||||||||||||
Salaries
|
244,446 | 42,140 | 538,528 | |||||||||
Selling,
general and administrative
|
403,356 | 219,038 | 1,437,370 | |||||||||
TOTAL
OPERATING EXPENSES
|
647,802 | 261,178 | 1,975,898 | |||||||||
NET
LOSS FROM OPERATIONS
|
(644,648 | ) | (208,553 | ) | (1,844,177 | ) | ||||||
OTHER
INCOME - INTEREST
|
553 | 0 | 2,147 | |||||||||
Adjustment
to cash balance
|
20,196 | 20,196 | ||||||||||
Salary
Reimbursement
|
135,969 | |||||||||||
NET
LOSS
|
(623,899 | ) | (208,553 | ) | (1,685,865 | ) | ||||||
BASIC
& DILUTED LOSS PER SHARE
|
(0.02 | ) | (0.01 | ) | ||||||||
WEIGHTED
AVERAGE SHARES OUTSTANDING
|
35,999,807 | 26,815,496 |
The accompanying notes are an
integral part of these statements
F-3
VANITY EVENTS HOLDING, INC.
(A
Development Stage Company)
STATEMENT
OF STOCKHOLDERS’ EQUITY
Unaudited
Deficit
Accumulated
|
||||||||||||||||||||
During
|
|
|||||||||||||||||||
Common
Stock
|
Additional
Paid-In Capital
|
Development | ||||||||||||||||||
Shares
|
Amount
|
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 | ) | |||||||||||||
|
||||||||||||||||||||
Issuance
of common stock for cash
|
8,630,000 | 863 | 2,156,637 | 2,157,500 | ||||||||||||||||
Deposit
for Capital Stock
|
900,000 | 900,000 | ||||||||||||||||||
Net
loss for the nine months ended September 30, 2009
|
(623,899 | ) | (623,899 | ) | ||||||||||||||||
Balance
at September 30, 2009 (Unaudited)
|
35,999,807 | 3,599 | 2,912,401 | (1,685,865 | ) | 2,130,135 |
The accompanying notes are an integral part of this statement.
F-4
VANITY
EVENTS HOLDING, INC.
( A
Development Stage Company)
STATEMENTS
OF CASH FLOWS
Unaudited
For
the nine months ended September 30, 2009
|
For
the nine months ended September 30, 2008
|
August
25th, 2004 (inception) to September 30, 2009
|
||||||||||
OPERATING
ACTIVITIES
|
||||||||||||
Net
loss
|
(623,899 | ) | (208,553 | ) | (1,685,865 | ) | ||||||
Issuance
of common stock for legal services
|
0 | 10,000 | 10,000 | |||||||||
Changes
in operating assets and liabilities:
|
||||||||||||
Accounts
receivable
|
(1,419 | ) | (23,514 | ) | (1,419 | ) | ||||||
Inventory
|
(46,604 | ) | (2,150 | ) | (48,754 | ) | ||||||
Prepaid
expenses
|
(42,247 | ) | 0 | (42,247 | ) | |||||||
Bank
overdraft
|
(7,186 | ) | 0 | 0 | ||||||||
Accounts
payable and accrued expenses
|
7,525 | 32,854 | 41,760 | |||||||||
Miscellaneous
adjustment
|
(600 | ) | (195 | ) | ||||||||
CASH
USED BY OPERATING ACTIVITIES
|
(714,430 | ) | (191,363 | ) | (1,726,720 | ) | ||||||
INVESTING
ACTIVITIES
|
||||||||||||
Fixed
assets, software, and licenses
|
(67,622 | ) | (196 | ) | (117,040 | ) | ||||||
Other
Investments
|
(50,000 | ) | 0 | (50,000 | ) | |||||||
CASH
USED BY INVESTING ACTIVITIES
|
(117,622 | ) | (196 | ) | (167,040 | ) | ||||||
FINANCING
ACTIVITIES
|
||||||||||||
Proceeds
from loans payable-shareholders, net
|
(3,293 | ) | 192,511 | 310,716 | ||||||||
Issuance
of common stock for cash
|
3,057,500 | 0 | 3,806,000 | |||||||||
CASH
PROVIDED BY FINANCING ACTIVITIES
|
3,054,207 | 192,511 | 4,116,716 | |||||||||
NET INCREASE (DECREASE)
IN CASH
|
2,222,155 | 952 | 2,222,956 | |||||||||
CASH
BALANCE BEGINNING OF PERIOD
|
801 | 4,825 | 0 | |||||||||
CASH
BALANCE END OF PERIOD
|
2,222,956 | 5,777 | 2,222,956 | |||||||||
Supplemental
Disclosures of Cash Flow Information:
|
||||||||||||
Interest
|
0 | 0 | 0 |
The
accompanying notes are an integral part of these statements
F-5
VANITY
EVENTS HOLDING, INC.
(A
Development Stage Company)
NOTES
TO FINANCIAL STATEMENTS
September
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, as a company focusing on licensing and
promotions. In July 2009, the Company shifted its focus and established a
cleaning company offering a full range of residential and commercial cleaning
services. This company will be expanding its reach through national franchising.
In addition, the Company is creating an online marketplace for upscale consumer
products and services ranging from jewelry to party planners. The company also
seeks out, licenses, develops, promotes, and brings to market various innovative
consumer and commercial products.
Basis
of Presentation and Accounting Estimates
The
accompanying interim unaudited financial statements have been
prepared in accordance with Form 10-Q instructions and in the opinion of
management contain all adjustments (consisting of only normal recurring
adjustments) necessary to present fairly the financial position as of September
30, 2009, and the results of operations for the nine months ended
September 30, 2009 and 2008, and August 25, 2004 (inception) to September 30,
2009 and cash flows for the nine months ended September 30, 2009 and 2008 and
August 25, 2004 (inception) to September 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 September 30, 2009, the Company had no cash
equivalents.
F-6
F-6
VANITY
EVENTS HOLDING, INC.
(A
Development Stage Company)
NOTES
TO FINANCIAL STATEMENTS
September
30, 2009
NOTE
A – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)
4.
|
Other
Assets
|
Trademarks
and photographs are included 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
|
10
– 15 years
|
||
Photographs
|
5 –
7 years
|
As of September 30, 2009, the other
assets have not been placed in use so there has not been any amortization
expensed.
5.
|
Advertising
Cost
|
Advertising
costs are expensed as incurred. Advertising expense totaled $ 54,068 and $
1,000 for the nine months ended September 30, 2009 and 2008 and $ 68,730
from August 25, 2004 (date of inception) to September 30, 2009.
F-7
VANITY
EVENTS HOLDING, INC.
(A
Development Stage Company)
NOTES
TO FINANCIAL STATEMENTS
September
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 effect 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-8
VANITY
EVENTS HOLDING, INC.
(A
Development Stage Company)
NOTES
TO FINANCIAL STATEMENTS
September
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
$1,685,865 for the period August 25, 2004 (inception) to September 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-9
VANITY
EVENTS HOLDING, INC.
(A
Development Stage Company)
NOTES
TO FINANCIAL STATEMENTS
September
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 September 30, 2009.
NOTE
E – RELATED PARTY TRANSACTIONS
The
Company has loans payable of $ 310,716 to shareholders at September 30, 2009.
The loans are non-interest bearing and are payable on demand.
The
Company has no employment contracts in force as of September 30,
2009.
NOTE
F – COMMON STOCK ISSUANCES
As of
December 31, 2004, the Company sold an aggregate of 1,000,000 shares of common
stock 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 shares of common
stock 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 shares of common
stock 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.
As of
September 30, 2009, the Company sold an aggregate of 8,630,000 shares of common
stock for an aggregate cash consideration of $2,157,500 or for an average price
of $.25 per share.
F-10
VANITY
EVENTS HOLDING, INC.
(A
Development Stage Company)
NOTES
TO FINANCIAL STATEMENTS
September
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 $5,750.
F-11
VANITY
EVENTS HOLDING, INC.
(A
Development Stage Company)
September
30, 2009
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, 2008. 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 in regards to any products and
services of Vanity Events Holding, Inc.
4
VANITY
EVENTS HOLDING, INC.
(A
Development Stage Company)
September
30, 2009
In July
2009, the Company seized an opportunity to utilize the America’s Cleaning
Company™ trademark and, after careful research regarding the cleaning services
industry, began developing a cleaning services division. In September 2009, this
division of the Company began servicing both residential and commercial clients,
and has seen business increase on a week-over-week basis. The cleaning services
division has also developed what it believes will be a recognizable brand that
will be used both for its services and for products which it intends and
developing and/or licensing. The Company has also determined that the overall
down market has created an environment that allows the Company to seek out
inventors and product developers in order to license and bring to market various
innovative products under the Company’s umbrella. The Company also intends on
having the cleaning services division utilize all applicable household products
within their division to create broader brand awareness. In addition, the
company is establishing an online mall intending to offer upscale products and
services such as jewelry and party planning from various vendors through this
website. The Company intends on placing the cleaning services division
prominently on this site as well. As of September 30, 2009, the Company has 22
employees.
VANITY
RESULTS OF OPERATIONS
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.
NINE
MONTHS ENDED SEPTEMBER 30, 2009 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30,
2008
Revenues
for the nine months ended September 30, 2009 were $ 5,540 compared to $53,015for
the nine months ended September 30, 2008. The decrease in revenues was primarily
a result of decreased licensing activity. Vanity had $647,802 in
operating expenses for the nine months ended September 30, 2009 as compared to $
261,178 in operating expenses for the nine months ended September 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 insurance, advertising, and consulting and professional fees. For
the nine months ended September 30, 2009, SG&A was $ 403,356 compared to $
219,038 for the nine months ended September 30, 2008.
Cost of
Sales were $2,386 for the nine months ended September 30, 2009 as
compared to $390 for the nine months ended September 30, 2008.
Net
Loss was $623,899 for the
period ended September 30, 2009, as compared to $ 208,553 for the period ended
September 30, 2008. The increase in net loss is principally attributable to
increased selling, general and administrative costs.
THREE
MONTHS ENDED SEPTEMBER 30, 2009 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30,
2008
Revenues
for the three months ended September 30, 2009 were $3,948 compared to $23,639
for the three months ended September 30, 2008. The decrease in revenues was
primarily a result of decreased licensing activity. Vanity had
$320,406 in operating expenses for the three months ended September 30, 2009 as
compared to $166,097 in operating expenses for the three months ended September
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 insurance, advertising, and consulting and professional fees. For
the three months ended September 30, 2009, SG&A was $256,972 compared to
$125,364 for the three months ended September 30, 2008.
Cost of
Sales were $2,386 for the three months ended September 30, 2009 as
compared to $0 for the three months ended September 30, 2008.
Net
Loss was $557,804 for the
period ended September 30, 2009, as compared to $142,458 for the period ended
September 30, 2008. The increase in net loss is principally attributable to
increased selling, general and administrative costs.
5
VANITY
EVENTS HOLDING, INC.
(A
Development Stage Company)
September
30, 2009
Liquidity and Capital
Resources :
Cash Flows from
Operating Activities. For purposes of reporting cash flows, cash
includes demand deposits, time deposits, and short-term cash equivalents with
original maturities of nine months or less. At September 30, 2009, Vanity had
cash and cash equivalents of $2,222,956, as compared to cash and cash
equivalents of $5,777 as of September 30, 2008. The difference in cash and cash
equivalents is primarily attributed to proceeds from sale of stock.
Liabilities
. As of September 30, 2009, Vanity had total current liabilities of $42,075, as
compared to $41,736 for the period ended September 30, 2008.
Off Balance Sheet
Arrangements:
None.
6
VANITY
EVENTS HOLDING, INC.
(A
Development Stage Company)
September
30, 2009
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.
7
VANITY
EVENTS HOLDING, INC.
(A
Development Stage Company)
September
30, 2009
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.
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 Ezzie Goldish, the Company’s
Chief Financial Officer (“CFO”), of the effectiveness of the Company’s
disclosure controls and procedures (as defined under Rule 13a-15(e) under the
Exchange Act) as of the nine months ended September 30, 2009. 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.
8
VANITY
EVENTS HOLDING, INC.
(A
Development Stage Company)
September
30, 2009
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 2009 Quarter ended September 30, 2009. 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 2009 Quarter ended September 30, 2009 that has
materially affected, or is reasonably likely to materially affect, the Company's
internal controls over financial reporting.
PART
II
OTHER
INFORMATION
ITEM
1 - LEGAL PROCEEDINGS
We are
not a party to any pending legal proceeding, nor is our property the subject of
a pending legal proceeding, that is not in the ordinary course of business or
otherwise material to the financial condition of our business. None of our
directors, officers or affiliates is involved in a proceeding adverse to our
business or has a material interest adverse to our business.
ITEM
1A. RISK FACTORS
There
have been no material changes from the Risk Factors described in our Annual
Report on Form 10-KSB for the fiscal year ended December 31, 2008.
ITEM
2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On
September 1, 2009, the Company closed a private placement of 4,000,000 shares of
common stock (the “Securities”) to 11 accredited investors (the “Investors”) for
aggregate gross proceeds of $1,000,000 pursuant to a Securities Purchase
Agreement.
On
September 17, 2009, the Company completed an initial closing of a
private placement of 4,630,000 shares of common stock (the “Securities”) to 19
accredited investors (the “Investors”) for aggregate gross proceeds of
$1,157,500 pursuant to a Securities Purchase Agreement.
The
Company claims an exemption from the registration requirements of the Securities
Act of 1933, as amended, for the private placements of the
above-referenced Securities pursuant to Section 4(2) of the Act and/or
Regulation D promulgated thereunder since, among other things, the transaction
did not involve a public offering, the investors were accredited investors, the
investors had access to information about us and their investment, the investors
took the securities for investment and not resale, and we took appropriate
measures to restrict the transfer of the securities.
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.
9
VANITY
EVENTS HOLDING, INC.
(A
Development Stage Company)
September
30, 2009
ITEM
6 - EXHIBITS
Exhibit
Number
|
Description
|
||
31.1
|
Certification
by Chief Executive Officer, required by Rule 13a-14(a) or Rule 15d-14(a)
of the Exchange Act.
|
||
31.2
|
Certification
by Chief Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a)
of the Exchange Act.
|
||
32.1
|
Certification
by Chief Executive Officer, required by Rule 13a-14(b) or Rule 15d-14(b)
of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the
United States Code.
|
||
32.2
|
Certification
by Chief Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b)
of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the
United States Code.
|
||
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
VANITY
EVENTS HOLDING, INC.
|
|||
By:
|
/s/
Steven Y.
Moskowitz
|
||
Steve
Y. Moskowitz
|
|||
President
and Chief Executive Officer (principal executive officer)
|
|||
By:
|
/s/
Ezzie
Goldish
|
||
Ezzie
Goldish
|
|||
Principal
financial and accounting officer
|
|||
10