UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM
10-K



ANNUAL REPORT PURSUANT TO SECTIONS 13 OR
15 (d) OF THE

SECURITIES AND EXCHANGE ACT OF 1934



For the year ended June 30, 2009



Commission file number:333-154422



VELVET ROPE SPECIAL EVENTS, INC.

(Exact Name of Registrant as Specified in
Its Charter)



|                               |  |                    
|------------------------------ |  | -------------------
|Delaware                       |  | 80-0217073         
|State or Other Jurisdiction of |  | (I.R.S. Employer   
|Incorporation or Organization  |  | Identification
No.)



264 S. La Cienega Blvd, Ste. 700,
Beverly Hills, CA 90211

(Address of Principal Executive Offices)



Registrant's telephone number, including
area code: (310) 926-4001



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

(Title of class)



Indicate by check mark if the registrant is
a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. Yes
|_| No |X|



Indicate by check mark if the registrant is
not required to file reports pursuant to Section 13 or Section 15(d) of the
Exchange Act. Yes |_| No |X|



Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes |X|
No |_|



Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K. |X|



Indicate by check mark whether the
registrant is a 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 |X|



Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X|



The number of shares outstanding of the registrant's
common stock, $.0001 par value, as of August 31, 2009 was 4,140,000
shares.



DOCUMENTS INCORPORATED BY REFERENCE:
 None.



- 1 -

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VELVET ROPE SPECIAL EVENTS, INC.



Annual Report on Form 10-K



TABLE
OF CONTENTS



|           |                                                                                                |     
|---------- | ---------------------------------------------------------------------------------------------- | ----
|           |                                                                                                | Page
|PART I     |                                                                                                | 4   
|Item 1.    | Business                                                                                       | 4   
|Item 1A.   | Risk Factors                                                                                   | 8   
|Item 1B.   | Unresolved Staff Comments                                                                      | 12  
|Item 2.    | Properties                                                                                     | 12  
|Item 3.    | Legal Proceedings                                                                              | 12  
|Item 4.    | Submission of Matters to a Vote of Security
Holders                                            | 12  
|           |                                                                                                |     
|PART II    |                                                                                                | 13  
|Item 5.    | Market for our Common Equity, Related Stockholder
Matters and Purchases of Equity Securities   | 13  
|Item 6.    | Selected Consolidated Financial Data                                                           | 13  
|Item 7.    | Management's Discussion and Analysis of Financial
Condition and Results of Operations          | 14  
|Item 7A.   | Quantitative and Qualitative Disclosures About
Market Risk                                     | 17  
|Item 8.    | Financial Statements                                                                           | 18  
|Item 9.    | Changes In and Disagreements with Accountants on
Accounting and Financial Disclosures          | 30  
|Item 9A.   | Controls and Procedures                                                                        | 30  
|Item 9B.   | Other Information                                                                              | 30  
|           |                                                                                                |     
|PART III   |                                                                                                | 31  
|Item 10.   | Directors, Executive Officers and Corporate
Governance                                         | 31  
|Item 11.   | Executive Compensation                                                                         | 31  
|Item 12.   | Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters | 32  
|Item 13.   | Certain Relationships and Related
Transactions                                                 | 32  
|Item 14.   | Principal Accounting Fees and Services                                                         | 32  
|           |                                                                                                |     
|PART IV    |                                                                                                |     
|Item 15.   | Exhibits and Financial Statement Schedules                                                     | 33  
|           |                                                                                                |     
|SIGNATURES |                                                                                                | 34  



- 2 -

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FORWARD
LOOKING STATEMENT INFORMATION



Certain statements made in this Annual
Report on Form 10-K are "forward-looking statements "within the meaning of the
Private Securities Litigation Reform Act of 1995, regarding the plans and
objectives of management for future operations. Such statements involve known
and unknown risks, uncertainties and other factors that may cause our actual
results, performance or achievements to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. The forward-looking statements included herein are
based on current expectations that involve numerous risks and uncertainties. Our
plans and objectives are based, in part, on assumptions involving judgments with
respect to, among other things, future economic, competitive and market
conditions and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond our control.
Although we believe that our assumptions underlying the forward-looking
statements are reasonable, any of the assumptions could prove inaccurate and,
therefore, there can be no assurance that the forward-looking statements
included in this report will prove to be accurate. In light of the significant
uncertainties inherent in the forward-looking statements included herein
particularly in view of the current state of our operations, the inclusion of
such information should not be regarded as a statement by us or any other person
that our objectives and plans will be achieved. Factors that could cause actual
results to differ materially from those expressed or implied by such
forward-looking statements include, but are not limited to, the factors set
forth herein under the headings "Business," "Risk Factors" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations." We
undertake no obligation to revise or update publicly any forward-looking
statements for any reason.



- 3 -

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PART I



Item 1. BUSINESS



OUR BUSINESS



Velvet Rope Special Events, Inc. (Velvet
Rope Special Events, we, us or the Company) was initially formed as a
California Corporation in August 2005 and became a Delaware corporation in June
2008.



We are a full-service corporate and social
event planning company, providing organizations and individuals the industry
expertise needed to deliver the message or impression the client wants to
communicate to their guests and attendees.  From weddings to corporate and
social events, Velvet Rope helps define and execute the vision of its clients
from the initial planning stages to event follow-up and success metrics.



With operations based in Los Angeles,
California, the Company is headquartered in one of the most densely populated
places in the world. A majority of our revenue is generated from regional
markets, primarily Southern California.



Due to the recent credit crunch and
economic downturn in the United States, the need for professional expertise in
planning and executing successful events while streamlining costs is
critical.  The Company, with a proven track record and list of vendor and
industry contacts, is well positioned to capitalize on this opportunity within
its current target market.



Velvet Rope Special Events has been in
operations since August 22, 2005.  Since our inception, the appropriate
people, repeatable business processes, and technology have been put in place
with a goal to ensure financial stability and earnings growth.  Our mission
is to provide professional event planning and related services to individuals
and business within the Los Angeles metropolitan area.



From the very beginning, we have sought to
work exclusively with professional, creative and hard-working vendors when
hiring outside resources.  This has been coupled with comprehensive
training programs to yield superior results and an ability to deliver on a
clients vision.



Client engagements always begin with an
in-depth understanding of the organizations or individuals expectations and
budgetary requirements, complete with a detailed survey analysis and several
interviews before structuring an event.  This ensures that we have a true
understanding of the client expectations and vision, with the goal of producing
happy clients that will promote the Companys brand.



Historical financial results indicate that
income generated from social event planning and execution has represented
approximately 40 percent of revenues with the remaining 60 percent of revenues
coming from corporate events.  Management is currently looking to grow
revenues by focusing client development on the corporate market.



Operating Overview



OPERATING PHILOSOPHY



We have a background in planning,
organizing and overseeing events. Our success with events has stemmed from our
commitment to our clientele. We are supported by vendors and professional
support resources.

Our commitment is to enhance customer
corporate event experience with staff, quality service and fair prices.



Our Services Are Perfect For:



* Grand Openings

* Business Outings

* Business Meetings &
Seminars

* Trade Shows & Conventions

* Fund-Raising Events

* Promotional Events

* Class Reunions

* Corporate Parties

* Weddings



- 4 -

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We are members of:
 "International Special Events Society (ISES)



Membership to ISES,
gives us instant access to certain special events resources. Members enjoy
discounts, business opportunities and promotion, and tailored educational
information.



●Superior educational programming

●  Extensive resources

●  Peer interaction



The Company will need to identify emerging
trends and integrate them into business operations, provide quality event
consulting services, and continue to invest time and money in new services,
marketing and advertising.



The Companys intention is to add value to
our target market, to improve our sales, gross margin, gross profit, and market
share.



The Companys operating philosophy is to
position itself as a strategic ally with their clients, who are clients more
than customers. By building a business based on long-standing relationships with
satisfied clients, we will simultaneously build defenses against competition.
The longer the relationship exists, the more the clients understand what they
are offered and why they need it.



SERVICES AND PRODUCTS



The Company believes in a client-centered
approach; their focus is to assure that every event is a success for the Company
and  for the people who hire them.



To start a project, they learn about their
client's strategic goals and/or their personal vision as well as define the
event's audience, which may include family and friends for a social event, or
employees, clients and/or media if its a corporate client. From that knowledge,
they execute an event that is carried out to the smallest detail.



The Companys option-based proposals give
clients the opportunity to evaluate a wide range of services at various levels
to fit their budget. The proposals are prepared to adjust budget selections when
the budget is flexible to provide options and alternatives when requested.



This client-centered approach allows Velvet
Rope to team up with their clients to help them execute an event.



For corporate clients, whether the venue is
a vacant office space or a tent in a parking lot, Velvet Rope has the expertise
to manage the logistics of working on-site events and the knowledge of current
fire codes, internal resources and external services. Whether a clients goal is
to save money, increase productivity, build strong attendance or change the
dynamics of their workplace, Velvet Rope can transform the venue into something
special.



Working with a team of professionals,
Velvet Rope can obtain the best selection of services and maximize the clients
budget to deliver a polished event that reflects the clients vision.



Velvet Rope Special Events manages all
components of an event with a variety of options which make each event memorable
and unique:



Strategic Planning & Theme Development

●  Strategic planning session to
understand clients vision

●  Budget analysis and
projection

●  Theme mapping to event
design, venue selection, food and services, etc.

Event Design

●  Décor and theme props

●  Event layouts, renderings,
CAD design

●  Communications, details and
event marketing

Event Selections

●  Venue

●  Catering

●  Entertainment

●  Promotional design and gift
items



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Event Logistics

●  Tents and rentals

●  Staffing

●  Security

●  Valet

●  Production

●  Transportation

●  Printing, signage

●  Registration



Technical Production Services

●  PowerPoint or other
presentations

●  Lighting

●  Audio

●  Video tape for distribution,
webcast or archive

●  Video playback



The Industry



Velvet Rope Special Events continues to
conduct industry analysis to stay current on the nature and dynamics of the
industry. This process helps management develop insight and devise sustainable
business and marketing strategies.



Individual and social events such as
weddings represent approximately 40% of the Companys revenues.  To capture
industry trends and benchmarks in the special event planning market, data
related to weddings in the United States was analyzed.  Weddings represent
a majority of money spent in the special events market, making them a good
indicator of overall trends and future opportunities in this market.



According to the 2008 Wedding Industry
Trends Report, (available free of charge on The Wedding Report website
located at www.theweddingreport.com) the actual number of weddings held in the
U.S is projected to grow from approximately 2,206,600 in 2007 to 2,244,811 in
2013.  The average cost per wedding is projected to grow from $28.7K to
$33.6K from CY 2007 to CY 2013.  In addition, over 80% of weddings in the
United States are under $28.7K



Private organizations make up approximately
60% of the Companys revenues, and are also one of the growth areas Management
is looking to focus on. Private organizations such as businesses, corporations,
and political parties host the most events on the largest scales; these events
typically generate larger revenues per event. The majority of larger scale
holiday functions will fall under this segment.



In addition to private business, Government
agencies host many events every year.  These events are moderate in scale
with middle to low revenues generated. Emphasis is placed on the visibility of
the event for public viewing. The majority of organizational family functions
will fall under this segment.



According to theFutureWatch 2008(available free of charge on the Meeting Professionals International website
located at www.mpiweb.org) corporate event planning report which surveys over
1,600 meeting professionals, respondents provided a portrait of an industry that
is strong, thriving and moving quickly to meet a variety of internal and
external challenges.  In addition, findings pointed to less than one-fifth
of meetings business is predicted to be outsourced in 2008, but the total will
still represent a 13% increase in volume and a 13% increase in spending over
2007.  Buyers are three times as likely to outsource logistics and meeting
services, as opposed to broader meetings strategy development.  This is all
good news for 3rd party corporate event planners.



Not only are companies looking to outsource
more of their corporate events coupled with an increase in their budgets, but
they are also looking to centralize their plans globally. According to the
FutureWatch 2008 report, the meetings and events industry is globalizing
rapidly. Although the majority of FutureWatch 2008 respondents
work for organizations with operations in only one country, 20% expect their
global reach to expand over the next year. And companies with the widest spheres
of operations are most likely to expand - 57% of respondents in organizations
with offices in six or more countries expect expansion in 2008.



In summary, individuals, business
organizations, and government institutions are looking to event planners to help
them stretch their event budgets, and take over additional activities and
services traditionally kept in-house.  Individuals are looking for
innovation and creativity in event planners, helping to make social events and
weddings a unique and stress-free experience.



- 6 -

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Corporations
need to motivate their customers, employees, and partners with more and exciting
events that drive costs and personnel efficiencies.  Technology will
continue to play a great role in standardizing processes on a global scale.
Corporate clients are learning that to be successful they must focus on their
core competencies, and outsource the rest. These demands will widen the gap
between the growing event planning firms and those that will ultimately lose
market share.



Customers



Three (3) customers accounted for 62.2% and
80.5% of total sales for the fiscal years ended June 30, 2009 and 2008,
respectively.  A reduction in sales from or loss of such customers would
have a material adverse effect on the Companys results of operations and
financial condition.



Competition



The market for event planning and services
is generally highly fragmented.  Our primary competition comes from
prospective clients choosing to self plan their event without using professional
consulting or assistance.  In order to compete with self planned events the
company must provide a unique event which in turn is cost effective.
 Competition on corporate events can also come from in-house staff that
coordinates such events.   We also have competition from a number of
private companies involved in the business of event planning. We are also aware
that other companies offer services with some or many features similar to those
that we offer.  Through unique ideas and a core group of professional
vendors and independent contractors we feel that our company can maintain a
competitive edge within our target market.



MARKETING STRATEGY



Velvet Rope Special Events developed its
sales and marketing strategy by analyzing its own internal strengths and then
analyzing current market conditions.



The overall marketing plan for the
Companys service is based on the following fundamentals:



●       The segment of the market(s)
planned to reach.

●       Share of the market expected
to capture over a fixed period of time.



In addition to standard advertisement
practices, Velvet Rope Special Events has gained recognition through these
additional promotional mediums:



●

Internet Marketing
Campaigns All sales associates database contacts generated which allows
the company to maintain periodic contact with prospective clients via e-mail.
 In addition, the company has advertised its services on industry specific
websites.



●

Sales Brochure
The Company frequently mails its brochure to prospective customers from a
database of contacts paid for from the Los Angeles Chamber of Commerce.



●

Local Media
The Company places adds within local trade publications to create awareness to
the services the company provides.



●

Sales Force
The principal shareholder, Ms. Noory is the primary sales generator for the
company.  In addition to Ms. Noory, the company has one (1) independent
contractor sales representatives who works on a commission only basis.  The
company also cross markets its services with key vendors.



The above efforts have helped drive our
increased revenue to date. The above marketing strategies are implemented on an
ongoing basis.



RESEARCH AND DEVELOPMENT



None.



Employees



As of August 31, 2009, we had 1 part-time
employee. The employee is not represented by a labor union and we believe that
our relationship with our employee is good.



- 7 -

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OUR
OFFICES



Velvet Rope Special Events currently leases
corporate office space in Beverly Hills, CA to conduct basic business
operations.  Space requirements for the Company has been kept to a minimum:
for social event clients, most meetings are conducted at restaurants, coffee
houses, the client's home, facilities wishing to be used for the event, or over
the phone.  For corporate clients, interactions often take place over the
phone, via web-conference, or at the clients place of business.



Available Information



Our website address is www.vrspecialevents.com. We are not
including the information contained on our website as part of, or incorporating
it by reference into, this annual report on Form 10-K. We make available free of
charge with written request  our annual report on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K, Forms 3, 4 and 5, and all
amendments to those reports as soon as reasonably practicable after such
material is electronically filed with or furnished to the Securities and
Exchange Commission (SEC).



The public may read and copy any materials
we file with the SEC at the SEC's Public Reference Room at 100 F Street, N.E.,
Washington, D.C. 20549. The public may obtain information on the operation of
the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC
maintains an Internet site that contains reports, proxy and information
statements, and other information regarding issuers such as us that file
electronically with the SEC. The website address is www.sec.gov.



Item 1A. RISK FACTORS



In addition to the other information
provided in this report, you should carefully consider the following factors in
evaluating our business, operations and financial condition. Additional risks
and uncertainties not presently known to us that we currently deem immaterial or
that are similar to those faced by other companies in our industry or business
in general, such as competitive conditions, may also impair our business
operations.



The occurrence of any of the following
risks could have a material adverse effect on our business, financial condition
and results of operations.



RISKS RELATED TO OUR BUSINESS



We may not be able to
continue as a going concern and if we do not our stock may become
worthless. As reflected in the accompanying financial statements, the
Company had an accumulated deficit of $51,557 at June 30, 2009, net loss from
operations and net cash used in operations of $18,339 and $24,880 for the fiscal
year then ended.  While the Company is attempting to produce sufficient
revenues, the Companys cash position may not be enough to support the Companys
daily operations.  Management will continue to make efforts to increase
revenues by operating at higher levels.  The ability of the Company to
continue as a going concern is dependent upon the Companys ability to further
implement its business plan and generate sufficient revenues.  The
financial statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern.



If we do not receive
additional funding to expand operations the value of our stock could be
adversely affected.  As of June 30, 2009, we had cash of approximately
$6,452.  We estimate that such cash reserves are not sufficient to fund our
daily operations. To fund our daily operations we must raise additional
capital.  No assurance can be given that we will receive additional funds
required to fund our daily operations.  In addition, in the absence of the
receipt of additional funding we may be required to scale back current
operations.



Our officer has no
experience in managing a public company.Our sole officer has no
previous experience in managing a public company and we do not have a sufficient
number of employees to segregate responsibilities and may be unable to afford
increasing our staff or engaging outside consultants or professionals to
overcome our lack of employees. During the course of our testing, we may
identify other deficiencies that we may not be able to remediate in time to meet
the deadline imposed by the Sarbanes-Oxley Act for compliance with the
requirements of Section 404. In addition, if we fail to achieve and maintain the
adequacy of our internal controls, as such standards are modified, supplemented
or amended from time to time, we may not be able to ensure that we can conclude
on an ongoing basis that we have effective internal controls over financial
reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Moreover,
effective internal controls, particularly those related to revenue recognition,
are necessary for us to produce reliable financial reports and are important to
help prevent financial fraud. If we cannot provide reliable financial reports or
prevent fraud, our business and operating results could be harmed, investors
could lose confidence in our reported financial information, and the trading
price of our common stock, if a market ever develops, could drop
significantly.



- 8 -

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We do not presently have a Chief Financial Officer. 
Our CEO does not have any experience as a chief financial officer (CFO). 
While we are seeking to hire a CFO, we may not be successful in these
efforts.  In the absence of a CFO we will be unable to fully implement
internal controls and procedures required of a public corporation.  As a
result we may become subject to regulatory inquiries and reviews which may
hamper our ability to move forward with our business.



We do not have any
independent directors.  Our sole officer, Ms. Noory, is our sole
director and there is no director who is independent of management.  We are
continuing our efforts to attract independent directors, but until we do so
conflicts between the interests of Ms. Noory and our other shareholders will be
resolved solely by Ms. Noory and this may prove detrimental to the interests of
our other shareholders.



Our officer does not
have an employment agreement with us and could cease working for us at any time
causing us to cease our operations.Our sole officer does not have an
employment agreement with us.  In the absence of an employment agreement
with a restrictive covenant on the part of the employee, our officer could leave
us at any time or commence working for a competitive company.  Furthermore,
California law, under which we operate, may cast substantial doubt on the
enforceability of any restrictive covenant that we may obtain from our sole
officer in the future.  Accordingly, the continued services of our sole
officer cannot be assured. If Ms. Noory were to cease working for us, we would
have to cease operations.



There is the risk of
personal injuries and accidents in connection with our planned events, which
could subject us to personal injury or other claims and increase our expenses.There are inherent risks involved with producing events. As a result,
personal injuries and accidents have, and may, occur from time to time, which
could subject us to claims and liabilities for personal injuries. Incidents in
connection with our events at any venues that we rent could also result in
claims, reducing operating income.  While we maintain insurance polices
that provide coverage within limits that are sufficient, in managements
judgment, to protect us from material financial loss for personal injuries
sustained by persons at our venues or accidents in the ordinary course of
business, there can be no assurance that such insurance will be adequate at all
times and in all circumstances.



Our revenues depend
in part on the success of our marketing campaigns, and there can be no assurance
that such advertising, promotional and other marketing campaigns will be
successful or will generate revenue or profits.Similar to many
companies, we spend amounts on advertising, promotional and other marketing
campaigns for securing events and other business activities. Such marketing
activities include, among others, internet marketing campaigns, sales brochure,
direct mail and local media. During Fiscal Year 2009, we spent approximately
3.0% of our revenue on marketing, including advertising, and there can be no
assurance that such advertising, promotional and other marketing campaigns will
be successful or will generate revenue or profits.



Dependence on Key
Customers.Three (3) customers accounted for 62.2% and 80.5% of total
sales for the fiscal years ended June 30, 2009 and 2008, respectively.  A
reduction in sales from or loss of such customers would have a material adverse
effect on the Companys results of operations and financial condition.



Our business is
subject to general economic and business factors that are largely out of our
control, any of which could have a material adverse effect on our operating
results.We are also affected by recessionary economic cycles as
clients are less likely to engage a professional event planner and substitute
such services by self planning events.  Economic conditions may adversely
affect our clients and their ability to pay for our services or to host events.
If fewer and smaller events become a trend, this may negatively impact our
operations.



Our success depends
to a large extent upon the continued services of key managerial employees
and our ability to attract and retain qualified personnel.
 Specifically, we are highly dependent on the ability and experience of our
key employee, Maneeja Noory. The loss of Ms. Noory, the principal owner of the
Company, would present a significant setback for us and could impede the
implementation of our business plan. Our success depends upon the continued
contributions of our key staff and skilled employees, many of whom would be
extremely difficult to replace. Competition for skilled employees in the
industry is intense. If we are unable to retain our existing key staff or
skilled employees, or hire and integrate new key staff or skilled employees, our
operating results would likely be harmed. There is no assurance that we will be
successful in acquiring and retaining qualified personnel to execute our current
plan of operations.



- 9 -

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The ability of our president to control our business will limit
minority shareholders' ability to influence corporate affairs.  Our
president, Maneeja Noory, owns 3,920,000 or 95% of our 4,140,000 issued and
outstanding shares. Even if she were to sell all of her shares that are covered
by this prospectus, she would still own 3,590,000 shares or 87% of our issued
and outstanding shares. Because of her stock ownership, our president will be in
a position to continue to elect our board of directors, decide all matters
requiring stockholder approval and determine our policies. The interests of our
president may differ from the interests of other shareholders with respect to
the issuance of shares, business transactions with or sales to other companies,
selection of officers and directors and other business decisions. The minority
shareholders would have no way of overriding decisions made by our president.
This level of control may also have an adverse impact on the market value of our
shares because she may institute or undertake transactions, policies or programs
that result in losses may not take any steps to increase our visibility in the
financial community and/ or may sell sufficient numbers of shares to
significantly decrease our price per share.



Our industry is
fragmented and competitive.The corporate and social event
planning industry is highly competitive and fragmented. The Company expects
competition to intensify in the future. We compete with numerous regional
and local event planning companies, many of which have substantially greater
financial, managerial and other resources than those presently available to us.
Numerous well-established companies are focusing significant resources on
providing event marketing, design and planning services that will compete with
our services. No assurance can be given that we will be able to effectively
compete with these other companies or that competitive pressures, including
possible downward pressure on the prices we can charge for our products and
services, will not impact our results. In the event that we cannot effectively
compete on a continuing basis or competitive pressures arise, such inability to
compete or competitive pressures will have a material adverse effect on our
business, results of operations and financial condition and the price of our
shares in any market that might develop.



Risks Related to Our Common
Stock



Currently, there is
no public market for our securities, and there can be no assurances that any
public market will ever develop or that our common stock will be quoted for
trading and, even if quoted, it is likely to be subject to significant price
fluctuations.  Prior to the date of this prospectus, there has not been
any established trading market for our common stock, and there is currently no
public market whatsoever for our securities.  Spartan Securities Group
Ltd.  filed an application with FINRA on our behalf so as to be able to
quote the shares of our common stock on the OTC Bulletin Board ("OTCBB")
maintained by FINRA commencing upon the effectiveness of our registration
statement of which this prospectus is a part.  We have obtained the symbol
VELV, but no active trading market has developed.  Active trading markets
generally result in lower price volatility and more efficient execution of buy
and sell orders for investors. In addition, our common stock has not been and is
unlikely to be followed by any market analysts, and there may be few
institutions acting as market makers for the common stock. Either of these
factors could adversely affect the liquidity and trading price of our common
stock. Until our common stock is fully distributed and an orderly market
develops in our common stock, if ever, the price at which it trades is likely to
fluctuate significantly. Prices for our common stock will be determined in the
marketplace and may be influenced by many factors, including the depth and
liquidity of the market for shares of our common stock, developments affecting
our business, including the impact of the factors referred to elsewhere in these
Risk Factors, investor perception, and general economic and market conditions.
No assurances can be given that an orderly or liquid market will ever develop
for the shares of our common stock.  Because of the anticipated low price
of the securities, many brokerage firms may not be willing to effect
transactions in these securities. See "Plan of Distribution" subsection entitled
"Selling Shareholders and any purchasers of our securities should be aware that
any market that develops in our stock will be subject to the penny stock
restrictions."



Our Board of
Directors is authorized to issue shares of preferred stock, which may have
rights and preferences detrimental to the rights of the holders of our common
shares. We are authorized to issue up to 5,000,000 shares of preferred
stock, $0.0001 par value. As of the date of this prospectus, we have not issued
any shares of preferred stock. Our preferred stock may bear such rights and
preferences, including dividend and liquidation preferences, as the Board of
Directors may fix and determine from time to time. Any such preferences may
operate to the detriment of the rights of the holders of the common stock being
offered hereby.



Our articles of
incorporation provide for indemnification of officers and directors at our
expense and limit their liability which may result in a major cost to us and
hurt the interests of our shareholders because corporate resources may be
expended for the benefit of officers and/or directors. Our articles of
incorporation and applicable Delaware law provide for the indemnification of our
directors, officers, employees, and agents, under certain circumstances, against
attorney's fees and other expenses incurred by them in any litigation to which
they become a party arising from their association with or activities on our
behalf. We will also bear the expenses of such litigation for any of our
directors, officers, employees, or agents, upon such person's promise to repay
us, therefore if it is ultimately determined that any such person shall not have
been entitled to indemnification. This indemnification policy could result in
substantial expenditures by us, which we will be unable to recoup.



- 10 -

---

We have been advised that, in the opinion of the SEC,
indemnification for liabilities arising under federal securities laws is against
public policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against these types
of liabilities, other than the payment by us of expenses incurred or paid by a
director, officer or controlling person in the successful defense of any action,
suit or proceeding, is asserted by a director, officer or controlling person in
connection with the securities being registered, we will (unless in the opinion
of our counsel, the matter has been settled by controlling precedent) submit to
a court of appropriate jurisdiction, the question whether indemnification by us
is against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue. The legal process relating to this
matter if it were to occur is likely to be very costly and may result in us
receiving negative publicity, either of which factors are likely to materially
reduce the market and price for our shares, if such a market ever develops.



Any market that
develops in shares of our common stock will be subject to the penny stock
restrictions which will create a lack of liquidity and make trading difficult or
impossible. SEC Rule 15g-9 (as most recently amended and effective on
September 12, 2005) establishes the definition of a "penny stock," for purposes
relevant to us, as any equity security that has a market price of less than
$5.00 per share or with an exercise price of less than $5.00 per share, subject
to a limited number of exceptions. It is likely that our shares will be
considered to be penny stocks for the immediately foreseeable future. This
classification severely and adversely affects the market liquidity for our
common stock. For any transaction involving a penny stock, unless exempt, the
penny stock rules require that a broker-dealer approve a person's account for
transactions in penny stocks and the broker-dealer receive from the investor a
written agreement to the transaction setting forth the identity and quantity of
the penny stock to be purchased.



In order to approve a
person's account for transactions in penny stocks, the broker-dealer must obtain
financial information and investment experience and objectives of the person and
make a reasonable determination that the transactions in penny stocks are
suitable for that person and that person has sufficient knowledge and experience
in financial matters to be capable of evaluating the risks of transactions in
penny stocks.



The broker-dealer must
also deliver, prior to any transaction in a penny stock, a disclosure schedule
prepared by the SEC relating to the penny stock market, which, in highlight
form, sets forth:



| |   |                                                                                                        
| | - | -------------------------------------------------------------------------------------------------------
| | ● | the basis on which the broker-dealer
made the suitability determination, and                           
| | ● | that the broker-dealer received a
signed, written agreement from the investor prior to the
transaction.



Disclosure also has to
be made about the risks of investing in penny stock in both public offerings and
in secondary trading and commissions payable to both the broker-dealer and the
registered representative, current quotations for the securities and the rights
and remedies available to an investor in cases of fraud in penny stock
transactions. Finally, monthly statements have to be sent disclosing recent
price information for the penny stock held in the account and information on the
limited market in penny stocks.



Because of these
regulations, broker-dealers may not wish to engage in the above-referenced
necessary paperwork and disclosures and/or may encounter difficulties in their
attempt to sell shares of our common stock, which may affect the ability of
selling shareholders or other holders to sell their shares in the secondary
market and have the effect of reducing the level of trading activity in the
secondary market. These additional sales practice and disclosure requirements
could impede the sale of our securities, if and when our securities become
publicly traded. In addition, the liquidity for our securities may decrease,
with a corresponding decrease in the price of our securities. Our shares in all
probability will be subject to such penny stock rules for the foreseeable future
and our shareholders will, in all likelihood, find it difficult to sell their
securities.



We do not intend to
pay dividends on our common stock.  We have not paid any dividends on
our common stock to date and there are no plans for paying dividends on the
common stock in the foreseeable future.



We intend to retain
earnings, if any, to provide funds for the implementation of our business plan.
We do not intend to declare or pay any dividends in the foreseeable future.
Therefore, there can be no assurance that holders of our common stock will
receive any additional cash, stock or other dividends on their shares of our
common stock until we have funds which the Board of Directors determines can be
allocated to dividends.

- 11 -

---

If a market develops for our shares, sales of our shares
relying upon rule 144 may depress prices in that market by a material
amount.  All of the outstanding shares of our common stock are
"restricted securities" within the meaning of Rule 144 under the Securities Act
of 1933, as amended. As restricted shares, these shares may be resold only
pursuant to an effective registration statement or under the requirements of
Rule 144 or other applicable exemptions from registration under the Act and as
required under applicable state securities laws. Rule 144 provides in essence
that a person who has held restricted securities for a prescribed period may,
under certain conditions, sell every three months, in brokerage transactions, a
number of shares that does not exceed 1.0% of a company's outstanding common
stock. The alternative average weekly trading volume during the four calendar
weeks prior to the sale is not available to our shareholders being that the
OTCBB (if and when listed thereon) is not an "automated quotation system" and,
accordingly, market based volume limitations are not available for securities
quoted only over the OTCBB. As a result of revisions to Rule 144 which became
effective on or about February 15, 2008, there is no limit on the amount of
restricted securities that may be sold by a non-affiliate (i.e., a stockholder
who has not been an officer, director or control person for at least 90
consecutive days) after the restricted securities have been held by the owner
for a period of one year. A sale under Rule 144 or under any other exemption
from the Act, if available, or pursuant to registration of shares of common
stock of present stockholders, may have a depressive effect upon the price of
the common stock in any market that may develop.



Any trading market
that may develop may be restricted by virtue of state securities "Blue Sky" laws
which prohibit trading absent compliance with individual state laws. These restrictions may make it difficult or impossible to sell shares
in those states. There is no public market for our common stock, and there can
be no assurance that any public market will develop in the foreseeable future.
Transfer of our common stock may also be restricted under the securities or
securities regulations laws promulgated by various states and foreign
jurisdictions, commonly referred to as "Blue Sky" laws. Absent compliance with
such individual state laws, our common stock may not be traded in such
jurisdictions. Because the securities registered hereunder have not been
registered for resale under the Blue Sky laws of any state, the holders of
such shares and persons who desire to purchase them in any trading market that
might develop in the future, should be aware that there may be significant state
Blue Sky law restrictions upon the ability of investors to sell the securities
and of purchasers to purchase the securities. These restrictions prohibit the
secondary trading of our common stock. We currently do not intend and may not be
able to qualify securities for resale in approximately 17 states which do not
offer manual exemptions and require shares to be qualified before they can be
resold by our shareholders. Accordingly, investors should consider the secondary
market for our securities to be a limited one.



Item 1B. UNRESOLVED STAFF COMMENTS



None.



Item 2. PROPERTIES



None.



Item 3. LEGAL PROCEEDINGS



We are not a party to any material legal proceedings.



Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS



No matters were submitted to a vote of
security holders during the last three months of the period covered by this
report.



- 12 -

---

PART II



Item 5. MARKET FOR OUR COMMON EQUITY,
RELATED STOCKHOLDER MATTERS AND PURCHASES OF EQUITY SECURITIES



Our common stock was included in the Nasdaq
Over-the-Counter Bulletin Board ("OTCBB") under the symbol "VELV" commencing on
April 22, 2009.



We do not believe there has been any
trading in our stock, nor that any market makers are currently submitting
quotations. . Our common stock has yet to trade on the OTCBB. As of August 31,
2009 we had approximately 37 record and beneficial stockholders.



Dividend policy



We have never declared or paid a cash
dividend on our common stock. It has been the policy of our board of directors
to retain all available funds to finance the development and growth of our
business. The payment of cash dividends in the future will be dependent upon our
earnings and financial requirements and other factors deemed relevant by our
board of directors.



Item 6. SELECTED CONSOLIDATED FINANCIAL
DATA



The following is a summary of our selected
financial data for the years ended June 30, 2009, 2008 and 2007. The financial
data has been derived from our audited financial statements and accompanying
notes.



The selected financial data set forth below
should be read together with, and are qualified by reference to, the
"Management's Discussion and Analysis of Financial condition and Results of
Operations" section of this report and our audited financial statements and
accompanying notes included elsewhere in this report.



|                                      |  |                            |  |            |  |          
|------------------------------------- |  | -------------------------- |  | ---------- |  | ---------
|                                      |  | Fiscal Year ended June 30,
|Statement of Operations Data:         |  | 2009                       |  | 2008       |  | 2007     
|                                      |  |                            |  |            |  |          
|Gross revenues                        |  | $ 89,384                   |  | $ 47,155   |  | $ 8,100  
|Cost of services                      |  | 32,810                     |  | 26,345     |  | 5,553    
|                                      |  |                            |  |            |  |          
|Gross profit                          |  | 56,574                     |  | 20,810     |  | 2,547    
|                                      |  |                            |  |            |  |          
|Operating expenses                    |  | 74,913                     |  | 51,655     |  | 4,198    
|                                      |  |                            |  |            |  |          
|Net loss                              |  | ($ 18,339)                 |  | ($ 30,845) |  | ($ 1,651)
|                                      |  |                            |  |            |  |          
|Net loss per share, Basic and diluted |  |                            |  |            |  |          
|Continuing operations                 |  | ($ 0.00)                   |  | ($0.01)    |  | ($0.00)  







|                                      |  |                |  |         
|------------------------------------- |  | -------------- |  | --------
|                                      |  | As at June 30,
|Balance Sheet Data:                   |  | 2009           |  | 2008    
|                                      |  |                |  |         
|Cash                                  |  | $ 6,452        |  | $ 2,852 
|Prepaid rent                          |  | -              |  | -       
|Property, equipment and software, net |  | 3,760          |  | -       
|Security deposit                      |  | 1,453          |  | -       
|Total assets                          |  | 11,665         |  | 2,852   
|Total liabilities                     |  | 7,500          |  | 17,187  
|Accumulated deficit                   |  | (51,557)       |  | (33,218)
|Stockholders' equity (deficit)        |  | 4,165          |  | (12,496)



- 13 -

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| |  |  |  | 
| |  |  |  | 

Item 7. MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Cautionary statement identifying important
factors that could cause our actual results to differ from those projected in
forward looking statements.



Readers of this report are advised that
this document contains both statements of historical facts and forward looking
statements. Forward looking statements are subject to certain risks and
uncertainties, which could cause actual results to differ materially from those
indicated by the forward looking statements. Examples of forward looking
statements include, but are not limited to (i) projections of revenues, income
or loss, earnings per share, capital expenditures, dividends, capital structure
and other financial items, (ii) statements of our plans and objectives with
respect to business transactions and enhancement of shareholder value, (iii)
statements of future economic performance, and (iv) statements of assumptions
underlying other statements and statements about our business prospects.



This report also identifies important
factors, which could cause actual results to differ materially from those
indicated by the forward looking statements. These risks and uncertainties
include the factors discussed under the heading "Risk Factors" beginning at page
9 of this report.



The following Management's Discussion and
Analysis of Financial Condition and Results of Operations should be read in
conjunction with our financial statements and the notes thereto appearing
elsewhere in this report.



Plan of Operation



Our plan of operation for 2009 is to
continue being a full-service corporate and social event planning company,
providing organizations and individuals the industry expertise needed to deliver
the message or impression the client wants to communicate to their guests and
attendees.



Results of Operations



Comparison of 2009 vs 2008



The following table represents certain statement of
operation data as a percentage of net revenues:



|                   |  |         |  |        
|------------------ |  | ------- |  | -------
|                   |  | 2009    |  | 2008   
|                   |  |         |  |        
|Gross revenues     |  | 100.0%  |  | 100.0% 
|Cost of services   |  | 36.7    |  | 55.9   
|                   |  |         |  |        
|Gross profit       |  | 63.3    |  | 44.1   
|                   |  |         |  |        
|Operating expenses |  | 83.8    |  | 109.5  
|                   |  |         |  |        
|Net loss           |  | (20.5%) |  | (65.4%)



Revenues



Total revenue for the fiscal year ended
June 30, 2009 was $89,384 compared to $47,155 for the fiscal year ended June 30,
2008. This represents an increase of $42,229 from that of the fiscal year ended
June 30, 2008, or 89.6%. This increase reflects an increase in the number of
corporate and social event services provided due to increased marketing
initiatives and organic revenue growth from client referrals.  Social
events accounted for 40% of total 2009 revenues and grew by 70% over 2008.
Corporate events accounted for 60% of total 2009 revenue. It is unknown at this
time if this trend will continue.



- 14 -

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Cost of
services



Total cost of services for fiscal year
ended June 30, 2009 was $32,810 compared to $26,345 for the fiscal year ended
June 30, 2008. This represents an increase of $6,465 from that of the fiscal
year ended June 30, 2008, or 24.5%. This increase reflects an increase in the
number of corporate and social event services provided. Expenses within cost of
services included independent contractors, vendors, party rentals and party
supplies.  As a percentage of revenue, cost of services improved to 36.7%
for the fiscal year ended June 30, 2009 from 55.9% for the fiscal year ended
June 30, 2008.  This improvement is due to better pricing of events and
improved selection and pricing from vendors.



Operating expenses



Operating Expenses increased period over
period due to increasing costs to fulfill the increased level of event services
provided.  In addition, the company incurred additional costs related to
its S-1 filing. Operating Expenses due to increased activity grew from $16,655
for the fiscal year ended June 30, 2008 to $47,267 for the fiscal year ended
June 30, 2009.



Comparison of 2008 vs. 2007



The following table represents certain statement of
operation data as a percentage of net revenues:



|                   |  |         |  |        
|------------------ |  | ------- |  | -------
|                   |  | 2008    |  | 2007   
|                   |  |         |  |        
|Gross revenues     |  | 100.0%  |  | 100.0% 
|Cost of services   |  | 36.7    |  | 55.9   
|                   |  |         |  |        
|Gross profit       |  | 63.3    |  | 44.1   
|                   |  |         |  |        
|Operating expenses |  | 83.8    |  | 109.5  
|                   |  |         |  |        
|Net loss           |  | (20.5%) |  | (65.4%)



Revenues



Total revenue for the fiscal year ended
June 30, 2008 was $47,155 compared to $8,100 for the fiscal year ended June 30,
2007. This represents an increase of $39,055 from that of the fiscal year ended
June 30, 2007, or 482%. This increase reflects an increase in the number of
corporate and social event services provided due to increased marketing
initiatives and organic revenue growth from client referrals. There were no
corporate events in 2007. Social events accounted for 40% of total 2008 revenues
and grew by 150% over 2007. Corporate events accounted for 60% of total 2008
revenue. It is unknown at this time if this trend will continue.



Cost of services



Total cost of services for fiscal year
ended June 30, 2008 was $26,345 compared to $5,553 for the fiscal year ended
June 30, 2007. This represents an increase of $20,792 from that of the fiscal
year ended June 30, 2007, or 374%. This increase reflects an increase in the
number of corporate and social event services provided. Expenses within cost of
services included independent contractors, vendors, party rentals and party
supplies.  As a percentage of revenue, cost of services improved to 55.9%
for the fiscal year ended June 30, 2008 from 68.5% for the fiscal year ended
June 30, 2007.  This improvement is due to better pricing of events and
improved selection and pricing from vendors.



Operating expenses



Operating Expenses increased period over
period due to increasing costs to fulfill the increased level of event services
provided.  In addition, the company incurred additional costs related to
its S-1 filing. Operating Expenses due to increased activity grew from $4,198
for the fiscal year ended June 30, 2007 to $16,655 for the fiscal year ended
June 30, 2008. We incurred $35,000 in costs related to our S-1 filing in
2008.

- 15 -

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Trends and
uncertainties



The market for event planning and services
is generally highly fragmented.  Our primary competition comes from
prospective clients choosing to self plan their event without using professional
consulting or assistance.  In order to compete with self planned events the
company must provide a unique event which in turn is cost effective.
 Competition on corporate events can also come from in-house staff that
coordinates such events.   We also have competition from a number of
private companies involved in the business of event planning. We are also aware
that other companies offer services with some or many features similar to those
that we offer.  Through unique ideas and a core group of professional
vendors and independent contractors we feel that our company can maintain a
competitive edge within our target market.



For the fiscal year ended June 30, 2009, we
increased gross revenues from $47,155 to $89,384 and had net loss of $18,339 as
compared with $30,845 in the prior year. As of June 30, 2009, we had an
accumulated deficit of $51,557 compared to $33,218 at June 30, 2008. Factors
that could adversely affect our operating results include:



● the success of Velvet
Rope in expanding its business operations; and



● changes in general
economic conditions.



Depending on our ability to generate
revenues, we may require additional funds to expand our business operations and
for working capital and general corporate purposes. Any additional equity
financing may be dilutive to stockholders, and debt financings may involve
restrictive covenants that further limit our ability to make decisions that we
believe will be in our best interests. In the event we cannot obtain additional
financing on terms acceptable to us when required, our ability to expand our
operations may be materially adversely affected.



Liquidity and capital resources



During the past two (2) years, our sources
for cash have been cash flow generated from operations and available borrowings
from the majority stockholder.



At June 30, 2009, we had liquid assets of
approximately $6,452. Available cash is used to reduce borrowings on our line of
credit.

Inflation and changing prices had no
material impact on our revenues or the results of operations for the fiscal year
ended June 30, 2009.



Critical Accounting Policies



Preparation of our financial statements
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. Note 2 of the Notes to the
Financial Statements includes a summary of the significant accounting policies
and methods used in the preparation of our financial statements. The most
significant areas involving our estimates and assumptions are described below.
Actual results could differ materially from our estimates under different
assumptions or conditions.



Revenue Recognition



The Company follows the guidance of the
Securities and Exchange Commissions Staff Accounting Bulletin (SAB) 101
Revenue Recognition (SAB No. 101), as amended by SAB No. 104 (SAB
No. 104) for revenue recognition.  The Company recognizes revenue when it
is realized or realizable and earned less estimated future doubtful accounts.
 The Company considers revenue realized or realizable and earned when all
of the following criteria are met: (i) persuasive evidence of an arrangement
exists, (ii) the product has been shipped or the services have been rendered to
the customer, (iii) the sales price is fixed or determinable, and (iv)
collectability is reasonably assured.



Recently Issued Accounting
Standards



On June 5, 2003, the United States
Securities and Exchange Commission (SEC) adopted final rules under Section 404
of the Sarbanes-Oxley Act of 2002 (Section 404), as amended by SEC Release No.
33-8889 on February 1, 2008. Commencing with its annual report for the fiscal
year ending June 30, 2010, the Company will be required to include a report of
management on its internal control over financial reporting. The internal
control report must include a statement

- 16 -

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|  |                                                                                                                              
|- | -----------------------------------------------------------------------------------------------------------------------------
| | Of Managements responsibility for
establishing and maintaining adequate internal control over its financial
reporting;      
| | Of Managements assessment of the
effectiveness of its internal control over financial reporting as of year
end; and         
| | Of the framework used by Management
to evaluate the effectiveness of the Companys internal control over
financial reporting.



Furthermore, in the following fiscal year,
it is required to file the auditors attestation report separately on the
Companys internal control over financial reporting on whether it believes that
the Company has maintained, in all material respects, effective internal control
over financial reporting.



In March 2008, the FASB issued FASB
Statement No. 161Disclosures about Derivative Instruments and Hedging
Activities an amendment of FASB Statement No. 133 (SFAS No. 161), which
changes the disclosure requirements for derivative instruments and hedging
activities.  Pursuant to SFAS No.161, 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. 161 is
effective for financial statements issued for fiscal years and interim periods
beginning after November 15, 2008 with early application encouraged. SFAS No.
161 encourages but does not require disclosures for earlier periods presented
for comparative purposes at initial adoption.  In years after initial
adoption, this Statement requires comparative disclosures only for periods
subsequent to initial adoption.  The Company does not expect the adoption
of SFAS No. 161 to have a material impact on the financial results of the
Company.



In May 2009, FASB issued FASB Statement No.
165 Subsequent events (SFAS No. 165) to be effective for the interim or
annual financial periods ending after June15, 2009.  SFAS No. 165 The
objective of this Statement is to establish general standards of accounting for
and disclosure of events that occur after the balance sheet date but before
financial statements are issued or are available to be issued.  In
particular, this Statement sets forth: 1. The period after the balance sheet
date during which management of a reporting entity should evaluate events or
transactions that may occur for potential recognition or disclosure in the
financial statements. 2.  The circumstances under which an entity should
recognize events or transactions occurring after the balance sheet date in its
financial statements. 3. The disclosures that an entity should make about events
or transactions that occurred after the balance sheet date.  The effect of
adoption of SFAS No. 165 on the Companys financial position and results of
operations is not expected to be material.



Management does not believe that any other
recently issued, but not yet effective accounting pronouncements, if adopted,
would have a material effect on the accompanying financial statements.



Off-balance Sheet Arrangements



We do not have any off-balance sheet arrangements.



Contractual Obligations



We do not have any contractual obligations.



Item 7A. QUANTITIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK



None.



- 17 -

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Item 8. FINANCIAL
STATEMENTS



Velvet
Rope Special Events, Inc.



June 30,
2009 and 2008



Index to
Financial Statements





|                                                                                                                                                                                                                                                 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Contents
Page(s)
Report
of Independent Registered Public Accounting Firm
19

Balance
Sheets
20

Statements
of Operations
21

Statement
of Stockholders Equity (Deficit)
22

Statements
of Cash Flows
23

Notes
to the Financial Statements
24-29



- 18 -

---

REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and Stockholders of

Velvet Rope Special Events, Inc.

Beverly Hills, California



We have audited the
accompanying balance sheets of Velvet Rope Special Events, Inc. (VRSE or the
Company) as of June 30, 2009 and 2008, and the related statements of
operations, stockholders equity (deficit) and cash flows for the fiscal years
then ended.  These financial statements are the responsibility of the
Companys management.  Our responsibility is to express an opinion on these
financial statements based on our audit.



We conducted our audits
in accordance with the standards of the Public Company Accounting Oversight
Board (United States).  Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement.  The Company is not required to have,
nor were we engaged to perform, an audit of its internal control over financial
reporting.  Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purposes of expressing an
opinion on the effectiveness of the Companys internal control over financial
reporting.  Accordingly, we express no such opinion.  An audit
includes examining on a test basis, evidence supporting the amount and
disclosures in the financial statements.  An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our opinion.



In our opinion, the
financial statements referred to above present fairly, in all material respects,
the financial position of the Company as of June 30, 2009 and 2008, and the
related statements of operations, stockholders equity (deficit) and cash flows
for the fiscal years then ended in conformity with accounting principles
generally accepted in the United States of America.



The accompanying
financial statements have been prepared assuming that the Company will continue
as a going concern.  As discussed in Note 3 to the financial statements,
the Company had an accumulated deficit and a net loss for the fiscal year ended
June 30, 2009.  These factors raise substantial doubt about the Companys
ability to continue as a going concern. Managements plans in regards to these
matters are also described in Note 3.  The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.





/s/Li & Company, PC

Li & Company, PC





Skillman, New Jersey

August 11, 2009

- 19 -

---



|                                                    |                                                                    |                                                                            |                                                      |       |          |               |        |  |  |   |               |          |       | 
|--------------------------------------------------- | ------------------------------------------------------------------ | -------------------------------------------------------------------------- | ---------------------------------------------------- | ----- | -------- | ------------- | ------ |  |  | - | ------------- | -------- | ----- | 
|VELVET ROPE SPECIAL EVENTS, INC.                   
|BALANCE SHEETS                                     
|                                                    |                                                                    |                                                                            |                                                      |       |          |               |        |  |  |   |               |          |       | 
|                                                    |                                                                    |                                                                            |                                                      |       |          | June 30, 2009 |        |  |  |   | June 30, 2008 |         
|                                                    |                                                                    |                                                                            |                                                      |       |          |               |        |  |  |   |               |         
|ASSETS                                              |                                                                    |                                                                            |                                                      |       |          |               |        |  |  |   |               |         
|CURRENT ASSETS:                                     |                                                                    |                                                                            |                                                      |       |          |               |        |  |  |   |              
|                                                    | Cash                                                               |                                                                            |                                                      |       | $        | 6,452         |        |  |  |   | $             | 2,852    |      
|                                                    | Prepaid rent                                                       |                                                                            |                                                      |       | -        |               |        |  |  |   | 1,839         |         
|                                                    |                                                                    |                                                                            |                                                      |       |          |               |        |  |  |   |               |          |       | 
|                                                    |                                                                    | Total Current Assets                                                       |                                                      |       |          | 6,452         |        |  |  |   |               | 4,691    |      
|                                                    |                                                                    |                                                                            |                                                      |       |          |               |        |  |  |   |               |          |       | 
|PROPERTY AND EQUIPMENT                              |                                                                    |                                                                            |                                                      |       |          |               |        |  |  |   |              
|                                                    | Property and equipment - original cost                             |                                                                            |                                                      |       | 2,788    |               |        |  |  |   | -             |         
|                                                    | Accumulated depreciation                                           |                                                                            |                                                      |       | (414)    |               |        |  |  |   | -             |         
|                                                    |                                                                    |                                                                            |                                                      |       |          |               |        |  |  |   |               |          |       | 
|                                                    |                                                                    | PROPERTY AND EQUIPMENT, net                                                |                                                      |       |          | 2,374         |        |  |  |   |               | -        |      
|                                                    |                                                                    |                                                                            |                                                      |       |          |               |        |  |  |   |               |          |       | 
|SOFTWARE                                            |                                                                    |                                                                            |                                                      |       |          |               |        |  |  |   |              
|                                                    | Software - original cost                                           |                                                                            |                                                      |       | 1,845    |               |        |  |  |   | -             |         
|                                                    | Accumulated amortization                                           |                                                                            |                                                      |       | (459)    |               |        |  |  |   | -             |         
|                                                    |                                                                    |                                                                            |                                                      |       |          |               |        |  |  |   |               |          |       | 
|                                                    |                                                                    | SOFTWARE, net                                                              |                                                      |       |          | 1,386         |        |  |  |   |               | -        |      
|                                                    |                                                                    |                                                                            |                                                      |       |          |               |        |  |  |   |               |          |       | 
|SECURITY DEPOSIT                                    |                                                                    |                                                                            |                                                      | 1,453 |          |               |        |  |  | - |              
|                                                    |                                                                    |                                                                            |                                                      |       |          |               |        |  |  |   |               |          |       | 
|                                                    |                                                                    |                                                                            | Total Assets                                         |       |          | $             | 11,665 |  |  |   |               | $        | 4,691 | 
|                                                    |                                                                    |                                                                            |                                                      |       |          |               |        |  |  |   |               |          |       | 
|LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT)      |                                                                    |                                                                            |                                                      |       |          |               |        |  |  |   |              
|CURRENT LIABILITIES:                                |                                                                    |                                                                            |                                                      |       |          |               |        |  |  |   |              
|                                                    | Accounts payable                                                   |                                                                            |                                                      | $     | -        |               |        |  |  | $ | 300           |         
|                                                    | Advances from stockholder                                          |                                                                            |                                                      |       | -        |               |        |  |  |   | 1,887         |         
|                                                    | Accrued professional fees                                          |                                                                            |                                                      |       | 7,500    |               |        |  |  |   | 15,000        |         
|                                                    |                                                                    |                                                                            |                                                      |       |          |               |        |  |  |   |               |          |       | 
|                                                    |                                                                    | Total Current Liabilities                                                  |                                                      |       |          | 7,500         |        |  |  |   |               | 17,187   |      
|                                                    |                                                                    |                                                                            |                                                      |       |          |               |        |  |  |   |               |          |       | 
|STOCKHOLDERS' EQUITY (DEFICIT):                     |                                                                    |                                                                            |                                                      |       |          |               |        |  |  |   |              
|                                                    | Preferred stock at $0.0001 par value:
5,000,000 shares authorized; |                                                                            |                                                      |       |          |               |        |  |  |   |               |         
|                                                    |                                                                    | none issued or outstanding                                                 |                                                      |       |          | -             |        |  |  |   |               | -        |      
|                                                    | Common stock at $0.0001 par value:
100,000,000 shares authorized,  |                                                                            |                                                      |       |          |               |        |  |  |   |               |         
|                                                    |                                                                    | 4,140,000 shares and 4,000,000 shares
issued and outstanding, respectively |                                                      |       |          | 414           |        |  |  |   |               | 400      |      
|                                                    | Additional paid-in capital                                         |                                                                            |                                                      |       | 55,308   |               |        |  |  |   | 20,322        |         
|                                                    | Accumulated deficit                                                |                                                                            |                                                      |       | (51,557) |               |        |  |  |   | (33,218)      |         
|                                                    |                                                                    |                                                                            |                                                      |       |          |               |        |  |  |   |               |          |       | 
|                                                    |                                                                    | Total Stockholders' Equity (Deficit)                                       |                                                      |       |          | 4,165         |        |  |  |   |               | (12,496) |      
|                                                    |                                                                    |                                                                            |                                                      |       |          |               |        |  |  |   |               |          |       | 
|                                                    |                                                                    |                                                                            | Total Liabilities and Stockholders' Equity
(Deficit) |       |          | $             | 11,665 |  |  |   |               | $        | 4,691 | 
|                                                    |                                                                    |                                                                            |                                                      |       |          |               |        |  |  |   |               |          |       | 
|See accompanying notes to the
financial statements. |                                                                   



- 20 -

---



|                                                    |                                     |                          |  |   |          |                     |           |  |  |   |                     |        |           | 
|--------------------------------------------------- | ----------------------------------- | ------------------------ |  | - | -------- | ------------------- | --------- |  |  | - | ------------------- | ------ | --------- | 
|VELVET ROPE SPECIAL EVENTS, INC.                   
|                                                   
|STATEMENTS OF OPERATIONS                           
|                                                    |                                     |                          |  |   |          |                     |           |  |  |   |                     |       
|                                                    |                                     |                          |  |   |          | For the Fiscal Year |           |  |  |   | For the Fiscal Year |       
|                                                    |                                     |                          |  |   |          | Ended               |           |  |  |   | Ended               |       
|                                                    |                                     |                          |  |   |          | June 30, 2009       |           |  |  |   | June 30, 2008       |       
|                                                    |                                     |                          |  |   |          |                     |           |  |  |   |                     |        |          
|                                                    |                                     |                          |  |   |          |                     |           |  |  |   |                     |        |           | 
|NET REVENUES                                        |                                     |                          |  | $ | 89,384   |                     |           |  |  | $ | 47,155              |       
|                                                    |                                     |                          |  |   |          |                     |           |  |  |   |                     |        |           | 
|COST OF SERVICES                                    |                                     |                          |  |   | 32,810   |                     |           |  |  |   | 26,345              |       
|                                                    |                                     |                          |  |   |          |                     |           |  |  |   |                     |        |           | 
|GROSS PROFIT                                        |                                     |                          |  |   | 56,574   |                     |           |  |  |   | 20,810              |       
|                                                    |                                     |                          |  |   |          |                     |           |  |  |   |                     |        |           | 
|OPERATING EXPENSES:                                 |                                     |                          |  |   |          |                     |           |  |  |   |                     |       
|                                                    | Professional fees                   |                          |  |   |          | 27,646              |           |  |  |   |                     | 35,000 |          
|                                                    | General and administrative expenses |                          |  |   |          | 47,267              |           |  |  |   |                     | 16,655 |          
|                                                    |                                     |                          |  |   |          |                     |           |  |  |   |                     |        |           | 
|                                                    |                                     | Total operating expenses |  |   |          |                     | 74,913    |  |  |   |                     |        | 51,655    | 
|                                                    |                                     |                          |  |   |          |                     |           |  |  |   |                     |        |           | 
|LOSS BEFORE INCOME TAXES                            |                                     |                          |  |   | (18,339) |                     |           |  |  |   | (30,845)            |       
|                                                    |                                     |                          |  |   |          |                     |           |  |  |   |                     |        |           | 
|INCOME TAXES                                        |                                     |                          |  |   | -        |                     |           |  |  |   | -                   |       
|                                                    |                                     |                          |  |   |          |                     |           |  |  |   |                     |        |           | 
|NET LOSS                                            |                                     |                          |  | $ | (18,339) |                     |           |  |  | $ | (30,845)            |       
|                                                    |                                     |                          |  |   |          |                     |           |  |  |   |                     |        |           | 
|NET LOSS PER COMMON SHARE                           |                                     |                          |  |   |          |                     |           |  |  |   |                     |       
|                                                    | - BASIC AND DILUTED:                |                          |  |   | $        | (0.00)              |           |  |  |   | $                   | (0.01) |          
|                                                    |                                     |                          |  |   |          |                     |           |  |  |   |                     |        |           | 
|                                                    | Weighted common shares outstanding  |                          |  |   |          |                     |           |  |  |   |                     |        |          
|                                                    |                                     | - basic and diluted      |  |   |          |                     | 4,116,214 |  |  |   |                     |        | 3,922,624 | 
|                                                    |                                     |                          |  |   |          |                     |           |  |  |   |                     |        |           | 
|See accompanying notes to the
financial statements.



- 21 -

---



|                                                    |                                |           |         |                                 |     |            |   |         |         |         |             |                  |               |          |          | 
|--------------------------------------------------- | ------------------------------ | --------- | ------- | ------------------------------- | --- | ---------- | - | ------- | ------- | ------- | ----------- | ---------------- | ------------- | -------- | -------- | 
|VELVET ROPE SPECIAL EVENTS,
INC.                   
|                                                   
|STATEMENT OF STOCKHOLDERS' EQUITY
(DEFICIT)        
|FOR THE FISCAL YEAR ENDED JUNE 30,
2009            
|                                                    |                                |           |         |                                 |     |            |   |         |         |         |             |                  |               |          |          | 
|                                                    |                                |           |         |                                 |     |            |   |         |         |         |             |                  |               |          |         
|                                                    |                                |           |         | Common Stock, $0.0001 Par Value |     | Additional |   |         |         | Total  
|                                                    |                                |           |         | Number of                       |     |            |   |         | Paid-in |         | Accumulated |                  | Stockholders'
|                                                    |                                |           |         | Shares                          |     | Amount     |   | Capital |         | Deficit |             | Equity (Deficit)
|                                                    |                                |           |         |                                 |     |            |   |         |         |         |             |                  |               |          |          | 
|Balance, June 30, 2007                              |                                | 3,920,000 |         | $                               | 392 |            | $ | (392)   |         | $       | (1,651)     |                  | $             | (1,651) 
|                                                    |                                |           |         |                                 |     |            |   |         |         |         |             |                  |               |          |          | 
|Net income for the period from July 1, 2007         |                                |           |         |                                 |     |            |   |         |         |         |             |                  |               |         
|                                                    | through June 17, 2008          |           |         |                                 |     |            |   |         |         |         |             | 2,373            |               |          | 2,373   
|                                                    |                                |           |         |                                 |     |            |   |         |         |         |             |                  |               |          |          | 
|Balance, June 17, 2008                              |                                | 3,920,000 |         |                                 | 392 |            |   | (392)   |         |         | 722         |                  |               | 722     
|                                                    |                                |           |         |                                 |     |            |   |         |         |         |             |                  |               |          |          | 
|Reclassification of undistributed earnings          |                                |           |         |                                 |     |            |   |         |         |         |             |                  |               |         
|                                                    | and losses as of June 17, 2008 |           |         |                                 |     |            |   |         |         |         |             |                  |               |          |         
|                                                    | to additional paid-in capital  |           |         |                                 |     |            |   |         | 722     |         |             | (722)            |               |          | -       
|                                                    |                                |           |         |                                 |     |            |   |         |         |         |             |                  |               |          |          | 
|Issuance of common stock for services               |                                | 80,000    |         |                                 | 8   |            |   | 19,992  |         |         |             |                  |               | 20,000  
|                                                    |                                |           |         |                                 |     |            |   |         |         |         |             |                  |               |          |          | 
|Net loss for the period from June 18, 2008          |                                |           |         |                                 |     |            |   |         |         |         |             |                  |               |         
|                                                    | through September 30, 2008     |           |         |                                 |     |            |   |         |         |         |             | (33,218)         |               |          | (33,218)
|                                                    |                                |           |         |                                 |     |            |   |         |         |         |             |                  |               |          |          | 
|                                                    |                                |           |         |                                 |     |            |   |         |         |         |             |                  |               |          |          | 
|Balance, June30, 2008                               |                                | 4,000,000 |         |                                 | 400 |            |   | 20,322  |         |         | (33,218)    |                  |               | (12,496)
|                                                    |                                |           |         |                                 |     |            |   |         |         |         |             |                  |               |          |          | 
|Issuance of common stock for cash                   |                                |           |         |                                 |     |            |   |         |         |         |             |                  |               |         
|                                                    | at $0.25 per share from        |           |         |                                 |     |            |   |         |         |         |             |                  |               |         
|                                                    | August 21, 2008 through        |           |         |                                 |     |            |   |         |         |         |             |                  |               |          |         
|                                                    | September 11, 2008             |           | 140,000 |                                 |     | 14         |   |         | 34,986  |         |             |                  |               |          | 35,000  
|                                                    |                                |           |         |                                 |     |            |   |         |         |         |             |                  |               |          |          | 
|Net loss                                            |                                |           |         |                                 |     |            |   |         |         |         | (18,339)    |                  |               | (18,339)
|                                                    |                                |           |         |                                 |     |            |   |         |         |         |             |                  |               |          |          | 
|                                                    |                                |           |         |                                 |     |            |   |         |         |         |             |                  |               |          |          | 
|Balance, June 30, 2009                              |                                | 4,140,000 |         | $                               | 414 |            | $ | 55,308  |         | $       | (51,557)    |                  | $             | 4,165   
|                                                    |                                |           |         |                                 |     |            |   |         |         |         |             |                  |               |          |          | 
|See accompanying notes to the
financial statements.



- 22 -

---



|                                                    |                                              |                           |  |          |          |                     |         |  |  |       |                     |   |         | 
|--------------------------------------------------- | -------------------------------------------- | ------------------------- |  | -------- | -------- | ------------------- | ------- |  |  | ----- | ------------------- | - | ------- | 
|VELVET ROPE SPECIAL EVENTS, INC.                   
|                                                    |                                              |                           |  |          |          |                     |         |  |  |       |                     |   |         | 
|STATEMENTS OF CASH FLOWS                           
|                                                   
|                                                    |                                              |                           |  |          |          | For the Fiscal Year |         |  |  |       | For the Fiscal Year |  
|                                                    |                                              |                           |  |          |          | Ended               |         |  |  |       | Ended               |  
|                                                    |                                              |                           |  |          |          | June 30, 2009       |         |  |  |       | June 30, 2008       |  
|                                                    |                                              |                           |  |          |          |                     |         |  |  |       |                     |  
|                                                    |                                              |                           |  |          |          |                     |         |  |  |       |                     |   |         | 
|CASH FLOWS FROM OPERATING ACTIVITIES:               |                                              |                           |  |          |          |                     |         |  |  |       |                    
|Net loss                                            |                                              |                           |  | $        | (18,339) |                     |         |  |  | $     | (30,845)            |  
|                                                    |                                              |                           |  |          |          |                     |         |  |  |       |                     |   |         | 
|Adjustments to reconcile net loss to net cash       |                                              |                           |  |          |          |                     |         |  |  |       |                     |  
|                                                    | provided by (used in) operating activities   |                           |  |          |          |                     |         |  |  |       |                     |   |        
|                                                    | Depreciation expense                         |                           |  |          |          | 414                 |         |  |  |       |                     | - |        
|                                                    | Amortization expense                         |                           |  |          |          | 459                 |         |  |  |       |                     | - |        
|                                                    | Changes in operating assets and liabilities: |                           |  |          |          |                     |         |  |  |       |                     |  
|                                                    |                                              | Prepaid rent              |  |          |          |                     | 1,839   |  |  |       |                     |   | (1,839) | 
|                                                    |                                              | Security deposit          |  |          |          |                     | (1,453) |  |  |       |                     |   | -       | 
|                                                    |                                              | Accounts payable          |  |          |          |                     | (300)   |  |  |       |                     |   | 300     | 
|                                                    |                                              | Accrued professional fees |  |          |          |                     | (7,500) |  |  |       |                     |   | 15,000  | 
|                                                    |                                              |                           |  |          |          |                     |         |  |  |       |                     |   |         | 
|NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES |                                              |                           |  | (24,880) |          |                     |         |  |  | 2,616 |                    
|                                                    |                                              |                           |  |          |          |                     |         |  |  |       |                     |   |         | 
|CASH FLOWS FROM INVESTING ACTIVITIES:               |                                              |                           |  |          |          |                     |         |  |  |       |                    
|                                                    | Purchases of property and equipment          |                           |  |          |          | (2,788)             |         |  |  |       |                     | - |        
|                                                    | Purchases of software                        |                           |  |          |          | (1,845)             |         |  |  |       |                     | - |        
|                                                    |                                              |                           |  |          |          |                     |         |  |  |       |                     |   |         | 
|NET CASH USED IN INVESTING ACTIVITIES               |                                              |                           |  | (4,633)  |          |                     |         |  |  | -     |                    
|                                                    |                                              |                           |  |          |          |                     |         |  |  |       |                     |   |         | 
|CASH FLOWS FROM FINANCING ACTIVITIES:               |                                              |                           |  |          |          |                     |         |  |  |       |                    
|                                                    | Amounts received from (paid to) stockholder  |                           |  |          | (1,887)  |                     |         |  |  |       | 91                  |  
|                                                    | Proceeds from sale of common stock           |                           |  |          |          | 35,000              |         |  |  |       |                     | - |        
|                                                    |                                              |                           |  |          |          |                     |         |  |  |       |                     |   |         | 
|NET CASH PROVIDED BY FINANCING ACTIVITIES           |                                              |                           |  | 33,113   |          |                     |         |  |  | 91    |                    
|                                                    |                                              |                           |  |          |          |                     |         |  |  |       |                     |   |         | 
|NET CHANGES IN CASH                                 |                                              |                           |  |          | 3,600    |                     |         |  |  |       | 2,707               |  
|                                                    |                                              |                           |  |          |          |                     |         |  |  |       |                     |   |         | 
|Cash at beginning of year                           |                                              |                           |  |          | 2,852    |                     |         |  |  |       | 145                 |  
|                                                    |                                              |                           |  |          |          |                     |         |  |  |       |                     |   |         | 
|Cash at end of year                                 |                                              |                           |  | $        | 6,452    |                     |         |  |  | $     | 2,852               |  
|                                                    |                                              |                           |  |          |          |                     |         |  |  |       |                     |   |         | 
|SUPPLEMENTAL DISCLOSURE OF
CASH FLOWS INFORMATION:  |                                              |                           |  |          |          |                     |         |  |  |       |                    
|                                                    | Interest paid                                |                           |  |          | $        | -                   |         |  |  |       | $                   | - |        
|                                                    | Taxes paid                                   |                           |  |          | $        | 1,600               |         |  |  |       | $                   | - |        
|                                                    |                                              |                           |  |          |          |                     |         |  |  |       |                     |   |         | 
|See accompanying notes to the
financial statements.



- 23 -

---

Velvet Rope Special Events, Inc.

June 30,
2009 and 2008

Notes to
the Financial Statements



NOTE 1  ORGANIZATION AND
OPERATIONS



Velvet Rope Special
Events, Inc. (VRSE or the Company) was incorporated as a Subchapter S
corporation on August 22, 2005 under the laws of the State of California.
 It was converted into a C corporation, incorporated in the State of
Delaware on June 17, 2008, in a transaction in which the newly-formed
corporation issued an aggregate of 3,920,000 shares of common stock to the
former stockholder of the S corporation for all of the issued and outstanding
shares of the Company.  All shares were held by and all shares of common
stock were issued to the Companys President and Chief Executive Officer.
 No cash consideration was paid.  No value was given to the shares
issued by the newly formed corporation.  Therefore, the shares were
recorded to reflect the $.0001 par value and additional paid-in capital was
recorded as a negative amount ($392).  The Company applied Topic 4B of the
Staff Accounting Bulletins (SAB) issued by the United States Securities and
Exchange Commission, by reclassifying all of the Companys undistributed
earnings and losses to additional paid-in capital as of June 17, 2008.  The
accompanying financial statements have been prepared as if the Company had its
corporate capital structure as of the first date of the first period
presented.



The Company provides
services in event planning, coordination, music, entertainment, floral, theme
decor, theme props, sound, lighting, audio visual services, linens, fabrics,
costumes, off-site catering, party rentals, video production, photography,
invitations, graphics, destination management, signage and gifts.



NOTE 2  SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES



Basis of presentation



The Companys financial
statements have been prepared in accordance with accounting principles generally accepted in the United States
of America (U.S. GAAP).



Use of estimates



The preparation of
financial statements in conformity with U.S. GAAP 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 reporting amounts of revenues and expenses
during the reported period. Significant estimates include the estimated useful
lives of property and equipment, software copyright and technology.  Actual
results could differ from those estimates.



Reclassification



Certain amounts in the
prior period financial statements have been reclassified to conform to the
current period presentation.   These reclassifications had no effect
on reported losses.



Fiscal year end



The Company has elected
a fiscal year ending on June 30.



Cash equivalents



The Company considers
all highly liquid investments with maturities of three months or less at the
time of purchase to be cash equivalents.



Property and equipment



Property and equipment
are recorded at cost.  Expenditures for major additions and betterments are
capitalized.  Maintenance and repairs are charged to operations as
incurred.  Depreciation of property and equipment is computed by the
straight-line method (after taking into account their respective estimated
residual values) over the assets estimated useful lives ranging from five (5)
years to seven (7) years.  Upon sale or retirement of property and
equipment, the related cost and accumulated depreciation are removed from the
accounts and any gain or loss is reflected in consolidated statements of income
and comprehensive income.  Leasehold improvements, if any, are amortized on
a straight-line basis over the lease period or the estimated useful life,
whichever is shorter.  Upon becoming fully amortized, the related cost and
accumulated amortization are removed from the accounts.

- 24 -

---

Software



Software is recorded at
cost and amortized on a straight-line basis over the software estimated useful
life of three (3) years.  Upon becoming fully amortized, the related cost
and accumulated amortization are removed from the accounts.



Impairment of long-lived
assets



The Company follows
Statement of Financial Accounting Standards No. 144 Accounting for the
Impairment or Disposal of Long-Lived Assets(SFAS No. 144) for its
long-lived assets.  The Companys long-lived assets, which include property
and equipment and software, are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of the asset may not
be recoverable.



The Company assesses the
recoverability of its long-lived assets by comparing the projected undiscounted
net cash flows associated with the related long-lived asset or group of
long-lived assets over their remaining estimated useful lives against their
respective carrying amounts.  Impairment, if any, is based on the excess of
the carrying amount over the fair value of those assets.  Fair value is
generally determined using the assets expected future discounted cash flows or
market value, if readily determinable.  If long-lived assets are determined
to be recoverable, but the newly determined remaining estimated useful lives are
shorter than originally estimated, the net book values of the long-lived assets
are depreciated over the newly determined remaining estimated useful lives.
 The Company determined that there were no impairments of long-lived assets
as of June 30, 2009 or 2008.



Fair value of financial
instruments



The Company follows
Statement of Financial Accounting Standards No. 107 Disclosures about fair
value of Financial Instruments (SFAS No. 107) for disclosures about fair
value of its financial instruments and has adopted Financial Accounting
Standards Board (FASB) No. 157 Fair Value Measurements (SFAS No.
157) to measure the fair value of its financial instruments.  SFAS No. 157
establishes a framework for measuring fair value in generally accepted
accounting principles (GAAP), and expands disclosures about fair value
measurements. To increase consistency and comparability in fair value
measurements and related disclosures, SFAS No. 157 establishes a fair value
hierarchy which prioritizes the inputs to valuation techniques used to measure
fair value into three (3) broad levels.  The fair value hierarchy gives the
highest priority to quoted prices (unadjusted) in active markets for identical
assets or liabilities and the lowest priority to unobservable inputs.  The
three (3) levels of fair value hierarchy defined by SFAS No. 157 are described
below:



|        |  |                                                                                                                                                            
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|Level 1 |  | Quoted market
prices available in active markets for identical assets or liabilities as
of the reporting date.                                             
|Level 2 |  | Pricing inputs
other than quoted prices in active markets included in Level 1, which are
either directly or indirectly observable as of the reporting
date.
|Level 3 |  | Pricing inputs
that are generally observable inputs and not corroborated by market
data.                                                                   



As defined by SFAS No.
107, the fair value of a financial instrument is the amount at which the
instrument could be exchanged in a current transaction between willing parties,
other than in a forced or liquidation sale, which was further clarified as the
price that would be received to sell an asset or paid to transfer a liability
(an exit price) in an orderly transaction between market participants at the
measurement date.  The carrying amounts of the Companys financial assets
and liabilities, such as cash, prepaid rent and accrued expenses, approximate
their fair values because of the short maturity of these instruments.



The Company does not
have any assets or liabilities measured at fair value on a recurring or a
non-recurring basis, consequently, the Company did not have any fair value
adjustments for assets and liabilities measured at fair value at June 30, 2009
or 2008, nor gains or losses are reported in the statement of operations that
are attributable to the change in unrealized gains or losses relating to those
assets and liabilities still held at the reporting date for the fiscal years
then ended.



Revenue recognition



The Company follows the
guidance of the Securities and Exchange Commissions Staff Accounting Bulletin
(SAB) 101 Revenue Recognition (SAB No. 101), as amended by SAB No.
104 (SAB No. 104) for revenue recognition.  The Company recognizes
revenue when it is realized or realizable and earned less estimated future
doubtful accounts.  The Company considers revenue realized or realizable
and earned when all of the following criteria are met: (i) persuasive evidence
of an arrangement exists, (ii) the product has been shipped or the services have
been rendered to the customer, (iii) the sales price is fixed or determinable,
and (iv)  collectability is reasonably assured.

- 25 -

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Stock-based compensation and equity instruments issued to
other than employees for acquiring goods or services



The Company accounted
for its stock based compensation under the recognition and measurement
principles of the fair value recognition provisions of Statement of Financial
Accounting Standards No. 123 (revised 2004) Share-Based Payment (SFAS
No. 123R) using the modified prospective method for transactions in which the
Company obtains employee services in share-based payment transactions and the
Financial Accounting Standards Board Emerging Issues Task Force Issue
No. 96-18Accounting For Equity Instruments That Are Issued To Other
Than Employees For Acquiring, Or In Conjunction With Selling Goods Or
Services (EITF No. 96-18) for share-based payment transactions with
parties other than employees provided in SFAS No. 123R.  All transactions
in which goods or services are the consideration received for the issuance of
equity instruments are accounted for based on the fair value of the
consideration received or the fair value of the equity instrument issued,
whichever is more reliably measurable.  The measurement date used to
determine the fair value of the equity instrument issued is the earlier of the
date on which the third-party performance is complete or the date on which it is
probable that performance will occur.



Income taxes



The Company was a
Subchapter S corporation, until June 17, 2008 during which time the Company was
treated as a pass through entity for federal income tax purposes.  Under
Subchapter S of the Internal Revenue Code stockholders of an S corporation are
taxed separately on their distributive share of the S corporations income
whether or not that income is actually distributed.



Effective June 18, 2008,
the Company follows Statement of Financial Accounting Standards No. 109
Accounting for Income Taxes (SFAS No. 109), which requires
recognition of deferred tax assets and liabilities for the expected future tax
consequences of events that have been included in the financial statements or
tax returns.  Under this method, deferred tax assets and liabilities are
based on the differences between the financial statement and tax bases of assets
and liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse.  Deferred tax assets are reduced by a
valuation allowance to the extent management concludes it is more likely than
not that the assets will not be realized.  Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled.  The effect on deferred tax assets and liabilities of
a change in tax rates is recognized in the Statements of Operations in the
period that includes the enactment date.



The Company adopted the
provisions of Financial Accounting Standards Board (FASB) Interpretation No.
48 Accounting for Uncertainty in Income Taxes  an interpretation of FASB
Statement No. 109 (FIN 48).  FIN 48 addresses the determination of
whether tax benefits claimed or expected to be claimed on a tax return should be
recorded in the financial statements.  Under FIN 48, the Company may
recognize the tax benefit from an uncertain tax position only if it is more
likely than not that the tax position will be sustained on examination by the
taxing authorities, based on the technical merits of the position.  The tax
benefits recognized in the financial statements from such a position should be
measured based on the largest benefit that has a greater than fifty percent
(50%) likelihood of being realized upon ultimate settlement.  FIN 48 also
provides guidance on de-recognition, classification, interest and penalties on
income taxes, accounting in interim periods and requires increased disclosures.
 The Company had no material adjustments to its liabilities for
unrecognized income tax benefits according to the provisions of FIN 48.



Net income (loss) per common
share



Net income (loss) per
common share is computed pursuant to Statement of Financial Accounting Standards
No. 128 Earnings Per Share (SFAS No. 128).  Basic net income
(loss) per share is computed by dividing net income (loss) by the weighted
average number of shares of common stock outstanding during the period.
 Diluted net income (loss) per share is computed by dividing net income
(loss) by the weighted average number of shares of common stock and potentially
outstanding shares of common stock during each period.  There were no
potentially dilutive shares outstanding as of June 30, 2009 or 2008.



Recently issued accounting pronouncements



On June 5, 2003, the
United States Securities and Exchange Commission (SEC) adopted final rules
under Section 404 of the Sarbanes-Oxley Act of 2002 (Section 404), as amended
by SEC Release No. 33-8934 on June 26, 2008.  Commencing with its annual
report for the year ending June 30, 2010, the Company will be required to
include a report of management on its internal control over financial reporting.
The internal control report must include a statement



|  |                                                                                                                        
|- | -----------------------------------------------------------------------------------------------------------------------
|· | Of managements responsibility for
establishing and maintaining adequate internal control over its financial
reporting;



|  |                                                                                                                     
|- | --------------------------------------------------------------------------------------------------------------------
|· | Of managements assessment of the
effectiveness of its internal control over financial reporting as of year
end; and



|  |                                                                                                                              
|- | -----------------------------------------------------------------------------------------------------------------------------
|· | Of the framework used by management
to evaluate the effectiveness of the Companys internal control over
financial reporting.



- 26 -

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| | 
| | 

Furthermore, in the
following fiscal year, it is required to file the auditors attestation report
separately on the Companys internal control over financial reporting on whether
it believes that the Company has maintained, in all material respects, effective
internal control over financial reporting.



In March 2008, the FASB
issued FASB Statement No. 161Disclosures about Derivative Instruments and
Hedging Activities an amendment of FASB Statement No. 133 (SFAS No. 161),
which changes the disclosure requirements for derivative instruments and hedging
activities.  Pursuant to SFAS No.161, 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. 161 is
effective for financial statements issued for fiscal years and interim periods
beginning after November 15, 2008 with early application encouraged. SFAS No.
161 encourages but does not require disclosures for earlier periods presented
for comparative purposes at initial adoption.  In years after initial
adoption, this Statement requires comparative disclosures only for periods
subsequent to initial adoption.  The Company does not expect the adoption
of SFAS No. 161 to have a material impact on the financial results of the
Company.



In May 2009, FASB issued
FASB Statement No. 165 Subsequent events (SFAS No. 165) to be effective for
the interim or annual financial periods ending after June15, 2009.  SFAS
No. 165 The objective of this Statement is to establish general standards of
accounting for and disclosure of events that occur after the balance sheet date
but before financial statements are issued or are available to be issued.
 In particular, this Statement sets forth: 1. The period after the balance
sheet date during which management of a reporting entity should evaluate events
or transactions that may occur for potential recognition or disclosure in the
financial statements. 2.  The circumstances under which an entity should
recognize events or transactions occurring after the balance sheet date in its
financial statements. 3. The disclosures that an entity should make about events
or transactions that occurred after the balance sheet date.  The effect of
adoption of SFAS No. 165 on the Companys financial position and results of
operations is not expected to be material.



Management does not
believe that any other recently issued, but not yet effective accounting
pronouncements, if adopted, would have a material effect on the accompanying
financial statements.



NOTE 3  GOING CONCERN



The accompanying
financial statements have been prepared assuming that the Company will continue
as a going concern.  As reflected in the accompanying financial statements,
the Company had an accumulated deficit of $51,557 at June 30, 2009, a net loss
from operations of $18,339 and net cash used in operations of $24,880 for the
fiscal year ended June 30, 2009, respectively.



While the Company is
attempting to generate sufficient revenues, the Companys cash position may not
be enough to support the Companys daily operations.  Management intends to
raise additional funds by way of a public or private offering.  Management
believes that the actions presently being taken to further implement its
business plan and generate sufficient revenues provide the opportunity for the
Company to continue as a going concern.  While the Company believes in the
viability of its strategy to increase revenues and in its ability to raise
additional funds, there can be no assurances to that effect.  The ability
of the Company to continue as a going concern is dependent upon the Companys
ability to further implement its business plan and generate sufficient revenues.
 The financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern.



NOTE 4  COMPUTER EQUIPMENT



Computer equipment,
stated at cost, less accumulated depreciation at June 30, 2009 and 2008
consisted of the following:



|                              |                               |  |               |       |   |               |   |    |  
|----------------------------- | ----------------------------- |  | ------------- | ----- | - | ------------- | - | -- | -
|                              | Estimated Useful Life (Years) |  | June 30, 2009 |       |   | June 30, 2008 |  
|Computer
equipment            | 5                             |  | $             | 2,788 |   |               | $ | -  |  
|                              |                               |  |               |       |   |               |   |    |  
|                              |                               |  |               | 2,788 |   |               |   | -  |  
|Less
accumulated depreciation |                               |  |               | (414  | ) |               |   | (- | )
|                              |                               |  | $             | 2,374 |   |               | $ | -  |  



Depreciation expense for the fiscal year
ended June 30, 2009 was $ 414.



- 27 -

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NOTE 5 
SOFTWARE



Software, stated at
cost, less accumulated depreciation at June 30, 2009 and 2008 consisted of the
following:



|                              |                               |  |               |       |   |               |   |    |  
|----------------------------- | ----------------------------- |  | ------------- | ----- | - | ------------- | - | -- | -
|                              | Estimated Useful Life (Years) |  | June 30, 2009 |       |   | June 30, 2008 |  
|Software                      | 3                             |  | $             | 1,845 |   |               | $ | -  |  
|                              |                               |  |               |       |   |               |   |    |  
|                              |                               |  |               | 1,845 |   |               |   | -  |  
|Less
accumulated amortization |                               |  |               | (459  | ) |               |   | (- | )
|                              |                               |  | $             | 1,386 |   |               | $ | -  |  



Amortization expense for the fiscal year
ended June 30, 2009 was $459.





NOTE 6  ADVANCES FROM
STOCKHOLDER



Advances from
stockholder at June 30, 2009 and 2008 consisted of the following:



|                                                      |  |               |   |  |               |   |       | 
|----------------------------------------------------- |  | ------------- | - |  | ------------- | - | ----- | 
|                                                      |  | June 30, 2009 |   |  | June 30, 2008 |  
|Advances
from stockholder and chief executive officer |  | $             | - |  |               | $ | 1,887 | 
|                                                      |  |               |   |  |               |   |       | 
|                                                      |  | $             | - |  |               | $ | 1,887 | 



The advances from stockholder bear no
interest and was repaid in June 2009.





NOTE 7  STOCKHOLDERS EQUITY
(DEFICIT)



Common stock



Velvet Rope Special
Events, Inc., a Subchapter S corporation incorporated on August 22, 2005 under
the laws of the State of California, was converted into a C corporation,
incorporated in the State of Delaware on June 17, 2008, in a transaction in
which the newly-formed corporation issued an aggregate of 3,920,000 shares of
common stock to the former stockholder of the S corporation for all of the
issued and outstanding shares of the Company.  All shares were held by and
all shares of common stock were issued to the Companys President and Chief
Executive Officer.  No cash consideration was paid.  No value was
given to the shares issued by the newly formed corporation.  Therefore, the
shares were recorded to reflect the $.0001 par value and additional paid-in
capital was recorded as a negative amount ($392).  The Company applied
Topic 4B of the Staff Accounting Bulletins (SAB) issued by the United States
Securities and Exchange Commission, by reclassifying all of the Companys
undistributed earnings and losses to additional paid-in capital as of June 17,
2008.



On June 18, 2008, the
Company issued 80,000 shares of its common stock for service rendered valued at
$20,000 (the estimated fair value on the date of grant).



For the period from
August 21, 2008 through September 11, 2008, the Company sold 140,000 shares of
its common stock at $0.25 per share to thirty-five (35) individuals for
$35,000.



NOTE 8  INCOME TAXES



Deferred tax assets



At June 30, 2009, the Company had net operating loss (NOL)
carryforwards for Federal income tax purposes of $51,557 that may be offset
against future taxable income through 2029.  No tax benefit has been
reported with respect to these net operating loss carry-forwards in the
accompanying financial statements because the Company believes that the
realization of the Companys net deferred tax assets of approximately $17,529
was not considered more likely than not and accordingly, the potential tax
benefits of the net loss carry-forwards are fully offset by a valuation
allowance of $17,529.





- 28 -

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Deferred tax assets consist primarily of the tax effect of
NOL carry-forwards.  The Company has provided a full valuation allowance on
the deferred tax assets because of the uncertainty regarding its
realizability.  The valuation allowance increased approximately $6,235
and $11,294 for the year ended June 30, 2009 and for the period from June 18,
2008 (the Date of the conversion from Subchapter S Corporation to C Corporation)
through June 30, 2008, respectively.



Components of deferred
tax assets at June 30, 2009 and 2008 are as follows:



|                                                    |  |               |         |   |               |   |         |  
|--------------------------------------------------- |  | ------------- | ------- | - | ------------- | - | ------- | -
|                                                    |  | June 30, 2009 |         |   | June 30, 2008 |  
|Net
deferred tax assets  Non-current:              |  |               |         |   |               |   |         |  
|                                                    |  |               |         |   |               |   |         |  
|Expected
income tax benefit from NOL carry-forwards |  | $             | 17,529  |   |               |   | 11,294  |  
|Less
valuation allowance                            |  |               | (17,529 | ) |               |   | (11,294 | )
|Deferred
tax assets, net of valuation allowance     |  | $             | -       |   |               | $ | -       |  



Income taxes in the statements of
operations



A reconciliation of the
federal statutory income tax rate and the effective income tax rate as a
percentage of income before income taxes is as follows:



|                                                                   |  |                                         |       |    |                                                         |  |       |  
|------------------------------------------------------------------ |  | --------------------------------------- | ----- | -- | ------------------------------------------------------- |  | ----- | -
|                                                                   |  | For the Fiscal Year Ended
June 30, 2009 |       |    | For
the Period from June 18, 2008 through June 30, 2008 | 
|                                                                   |  |                                         |       |    |                                                         |  |       |  
|Federal
statutory income tax rate                                  |  |                                         | 34.0  | %  |                                                         |  | 34.0  | %
|Change
in valuation allowance on net operating loss carry-forwards |  |                                         | (34.0 | )% |                                                         |  | (34.0 | )
|Effective
income tax rate                                          |  |                                         | 0.0   | %  |                                                         |  | 0.0   | %





NOTE 9  CONCENTRATIONS AND CREDIT
RISK



Customer and Credit Concentrations



Credit concentrations at
June 30, 2009 and 2008 and customer concentrations for the fiscal year ended
June 30, 2009 and 2008 are as follows:



|           |                                     |      |   |                        |  |      |               |  |  |               |   |  |  |   |  
|---------- | ----------------------------------- | ---- | - | ---------------------- |  | ---- | ------------- |  |  | ------------- | - |  |  | - | -
|           | Net Sales
for the Fiscal Year Ended |      |   | Accounts receivable
at | 
|           | June 30, 2009                       |      |   | June 30, 2008          |  |      | June 30, 2009 |  |  | June 30, 2008 |  
|           |                                     |      |   |                        |  |      |               |  |  |               |   |  |  |   |  
|Charles    |                                     | 15.2 | % |                        |  | -    | %             |  |  | -             | % |  |  | - | %
|Jina       |                                     | -    | % |                        |  | 17.4 | %             |  |  | -             | % |  |  | - | %
|Humira     |                                     | 22.6 | % |                        |  | -    | %             |  |  | -             | % |  |  | - | %
|Neutrogena |                                     | 22.9 | % |                        |  | 51.9 | %             |  |  | -             | % |  |  | - | %
|Paradigm   |                                     | 16.7 | % |                        |  | -    | %             |  |  | -             | % |  |  | - | %
|Sepideh    |                                     | -    | % |                        |  | 11.2 | %             |  |  | -             | % |  |  | - | %
|           |                                     |      |   |                        |  |      |               |  |  |               |   |  |  |   |  
|           |                                     | 77.4 | % |                        |  | 80.5 | %             |  |  | -             | % |  |  | - | %



A reduction in sales
from or loss of such customers would have a material adverse effect on the
Companys results of operations and financial condition.



NOTE 10  SUBSEQUENT EVENTS



The Company has
evaluated all events that occurred after the balance sheet date but before
financial statements were available to be issued to determine if they must be
reported.  The Management of the Company determined that there were no
reportable subsequent events to be disclosed.



- 29 -

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Item 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURES



None.



Item 9A. CONTROLS AND PROCEDURES



Our Management, with the participation of
our Chief Executive Officer and Chief Financial Officer, has evaluated the
effectiveness of our disclosure controls and procedures (as such term is defined
in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) as of the end of the period covered by this
report. Based on that evaluation, our Chief Executive Officer and Chief
Financial Officer have concluded that, as of the end of such period, our
disclosure controls and procedures are effective to ensure that information
required to be disclosed by us in the reports that we file or submit under the
Exchange Act is: (i) recorded, processed, summarized and reported, within the
time periods specified in the SEC's rules and forms; and (ii) accumulated and
communicated to Management, including our Chief Executive Officer and Chief
Financial Officer, as appropriate to allow timely decisions regarding required
disclosure.



There have not been any changes in our
internal control over financial reporting (as such term is defined in Rules
13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period
covered by this report that have materially affected, or are reasonably likely
to materially affect, our internal controls over financial reporting.



Item 9B. OTHER INFORMATION



None.



- 30 -

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PART III



Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE



The following table sets forth the names, ages and
positions of our directors and executive officers:



|              |  |     |  |                                   
|------------- |  | --- |  | ----------------------------------
|Name          |  | Age |  | Position                          
|Maneeja Noory |  | 28  |  | President, Chief Executive
Officer



Maneeja Noory has been Chief Executive Officer and
a Director of the Company since its inception.



Committees of the Board of Directors



Our board of directors has an audit
committee and a compensation committee. The audit committee reviews the scope
and results of the audit and other services provided by our independent
accountants and our internal controls. The compensation committee is responsible
for the approval of compensation arrangements for our officers and the review of
our compensation plans and policies. Each committee is comprised of Ms.
Noory.



Audit Committee Matters



Under its charter, the audit committee must
pre-approve all engagements of our independent auditor unless an exception to
such pre-approval exists under the Exchange Act or the rules of the Securities
and Exchange Commission (SEC). Each year, the independent auditor's retention to
audit our financial statements, including the associated fee, is approved by the
committee before the filing of the preceding year's annual report on Form 10-K.
At the beginning of the fiscal year, the audit committee will evaluate other
known potential engagements of the independent auditor, including the scope of
the work proposed to be performed and the proposed fees, and approve or reject
each service, taking into account whether the services are permissible under
applicable law and the possible impact of each non-audit service on the
independent auditor's independence from Management. At each subsequent committee
meeting, the committee will receive updates on the services actually provided by
the independent auditor, and Management may present additional services for
approval. Typically, these would be services such as due diligence for an
acquisition that would not have been known at the beginning of the year.



Since the May 6, 2003 effective date of the
SEC rules stating that an auditor is not independent of an audit client if the
services it provides to the client are not appropriately approved, each new
engagement of Li & Company, PC was approved in advance by the audit
committee, and none of those engagements made use of the de minimus exception to
pre-approval contained in the SEC's rules.



Our board has determined that the chairman
of the audit committee, Ms. Noory, is an "audit committee financial expert," as
that term is defined in Item 407(d)(5) of Regulation S-K, and "independent" for
purposes of current and recently-adopted Nasdaq listing standards and Section
10A(m)(3) of the Securities Exchange Act of 1934.



Code of Ethics



We have adopted a code of ethics that applies to our
Principal Executive Officer, Principal Financial Officer and other persons
performing similar functions.



Section 16(a) beneficial ownership reporting compliance



We are not yet subject to 16(a) as we are
registered under section 15(d) of the Exchange Act rather than Section 13.



Item 11. EXECUTIVE COMPENSATION



Summary Compensation Table



The following table sets forth certain
information with respect to compensation for the year ended June 30, 2009 earned
by or paid to our president  and chief executive officer in 2009  (the
"named executive officers").



|                                      |  |      |  |            |  |           |  |          
|------------------------------------- |  | ---- |  | ---------- |  | --------- |  | ---------
|Name and Principal Position           |  | Year |  | Salary ($) |  | Bonus ($) |  | Total ($)
|Maneeja Noory,                        |  | 2009 |  | $5,540     |  | $0        |  | $5,540   
|President and Chief Executive Officer |  |      |  |            |  |           |  |          



- 31 -

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| |  |  |  |  |  |  |  | 
| |  |  |  |  |  |  |  | 

Indemnification Arrangements



Our Certificate of Incorporation provides
that we indemnify and hold harmless each of our directors and officers to the
fullest extent authorized by the Delaware General Corporation Law, against all
expense, liability and loss (including attorney's fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection therewith.



Our Certificate of Incorporation also
provides that a director will not be personally liable to us or to our
stockholders for monetary damages for breach of the fiduciary duty of care as a
director. This provision does not eliminate or limit the liability of a
director:



● for breach of his or
her duty of loyalty to us or to our stockholders;

● for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law;

● under Section 174 of
the Delaware General Corporation Law (relating to unlawful payments or dividends
or unlawful stock repurchases or redemptions); or

● for any improper
benefit.



Compensation of Directors



We do not pay any directors' fees.
Directors are reimbursed for the costs relating to attending board and committee
meetings.



Item 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS



The following table, together with the
accompanying footnotes, sets forth information, as of June 30, 2009, regarding
stock ownership of all persons known by us to own beneficially 5% or more of our
outstanding common stock, all directors, named executive officers and all
directors and executive officers as a group.



We determined beneficial ownership in
accordance with rules promulgated by the SEC, and the information is not
necessarily indicative of beneficial ownership for any other purpose. Except as
otherwise indicated, we believe that the persons or entities named in the
following table have sole voting and investment power with respect to all shares
of common stock as beneficially owned by them, subject to community property
laws where applicable. All information with respect to beneficial ownership has
been furnished to us by the respective stockholder.



|                                 |  |                        |  |             
|-------------------------------- |  | ---------------------- |  | ------------
|Name of                          |  | Shares of Common Stock |  | Percentage  
|Beneficial Owner                 |  | Beneficially Owned     |  | Of Ownership
|Directors and Executive Officers |  |                        |  |             
|Maneeja Noory                    |  | 3,920,000              |  | 94.7%       



Item 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS.



Since the beginning of our fiscal year ended June 30,
2007, we did not have any related party transactions pursuant to Item 404 of
Regulation S-K of the Exchange Act.



Item 14. PRINCIPAL ACCOUNTING FEES AND
SERVICES



The aggregate fees billed by our principal accounting
firm, for the fiscal years ended June 30, 2009 and 2008 are as follows:



|                   |  |         |  |        
|------------------ |  | ------- |  | -------
|                   |  | 2009    |  | 2008   
|Audit fees         |  | $13,500 |  | $15,000
|Audit related fees |  | --      |  | --     
|Tax fees           |  | --      |  | 1,250  
|All other fees     |  | --      |  | --     
|Total fees         |  | $13,500 |  | $16,250



The Board of Directors has reviewed the
audit fees the Company has paid to the independent registered public accounting
firm for purposes of considering whether such fees are compatible with
maintaining the auditors independence. The policy of the Board of Directors is
to pre-approve all audit services performed by its independent public
accountants before the services are performed.



- 32 -

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PART IV



Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES



(a) The following documents are filed as part of this
report:



(1) Financial Statements - See the Index to the
consolidated financial statements on page F-1



(b) Exhibits



|         |  |                                                                              
|-------- |  | -----------------------------------------------------------------------------
|No. 3.1  |  | Certificate of Incorporation of the
Company, as amended. (Incorporated by    
|         |  | reference to Exhibit 3.1 to
Registration Statement on Form S-1 number        
|         |  | 333-154422 filed by the Company [the
Registration Statement])              
|         |  |                                                                              
|No. 3.2  |  | By-Laws of the Company. (Incorporated
by reference to Exhibit 3.2 to the     
|         |  | Registration Statement on Form S-1
number 333-154422 filed by the            
|         |  | Company [the Registration
Statement])                                      
|         |  |                                                                              
|No. 4.1  |  | Specimen Stock Certificate.
(Incorporated by reference to exhibit 4.1 to the 
|         |  | Registration Statement on Form S-1
number 333-154422 filed by the            
|         |  | Company [the Registration
Statement])                                      
|         |  |                                                                              
|No. 31.1 |  | Certification of Chief Executive
Officer and Chief Financial Officer Pursuant
|         |  | to Section 302 of the Sarbanes-Oxley
Act of 2002.                            
|         |  |                                                                              
|No. 32.1 |  | Certification of Chief Executive
Officer and Chief Financial Officer Pursuant
|         |  | to 18 U.S.C. Section 1350, as adopted
Pursuant to Section 906 of the         
|         |  | Sarbanes-Oxley Act of
2002.                                                  



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SIGNATURES



Pursuant to the requirements of Section 13 or 15(d), the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on August 31, 2009 on its behalf by the undersigned, thereunto duly
authorized.





Velvet Rope Special Events, Inc.



|                                                             
|-------------------------------------------------------------
|By: /s/ Maneeja Noory                                        
|Maneeja Noory                                                
|President and Chief Executive
Officer                        
|(Principal Executive Officer and Principal
financial Officer)





Pursuant to the requirements of the Securities Exchange
Act of 1934, this Report has been signed below by the following persons on
behalf of the registrant and in the capacities indicated.



|                  |  |                                    |  |                
|----------------- |  | ---------------------------------- |  | ---------------
|/s/ Maneeja Noory |  |                                    |  | August 31, 2009
|Maneeja Noory     |  | President, Chief Executive Officer |  |                
|                  |  | and Chairman of the Board          |  |                
|                  |  | (Principal Executive Officer and   |  |                
|                  |  | Principal financial Officer)       |  |                





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