UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





Form
10-K





R
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF
      1934For
      the fiscal year ended December 31, 2009£
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





Commission
file number 001-15751




VANITY
      EVENTS HOLDING, INC.(Exact name of registrant as
      specified in its charter)




Delaware
            
            43-2114545(State
      or other jurisdiction of

                incorporation
      or organization)
            
            (I.R.S.
      Employer

                Identification
      No.)





43 West 33rdStreet, Suite
600


New York, NY
10001


(Address
of principal executive offices)





(212)
695-7850


(Registrant’s telephone number,
including area code)





Securities
registered pursuant to Section 12(b) of the Act:  None





Securities
registered pursuant to Section 12(g) of the Act: Common Stock, $.0001 Par Value
Per Share





Indicate
by check mark whether the registrant is a well-known seasoned issuer as defined
in Rule 405 of the Securities Act.  Yes£
     NoR





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.  Yes£
     NoR





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





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes£
     NoR





Indicate
by check mark 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.  £





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer.  See definition of
“accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange
Act.   (Check one):





Large
accelerated filer£               Accelerated
filer£             Non-accelerated
filer   £            Smaller
Reporting CompanyR





Indicate
by check mark whether the registrant is a shell company (as defined by Rule
12b-2 of the Exchange Act) Yes£
     NoR





As of
December 31, 2009, the aggregate market value of the issued and outstanding
common stock held by non-affiliates of the registrant, based upon the closing
price of the common stock as quoted on the National Association of Securities
Dealers Inc. OTC Bulletin Board of $ .25 was approximately $9,587,452. As of
June 30, 2009 the aggregate market value of the issued and outstanding common
stock held by non-affiliates of the registrant, based upon the closing price of
the common stock as quoted on the National Association of Securities Dealers
Inc. OTC Bulletin Board of $ .75 was approximately $20,527,355. For purposes of
the above statement only, all directors, executive officers and 10% shareholders
are assumed to be affiliates. This determination of affiliate status is not
necessarily a conclusive determination for any other purpose.




Number of
shares of common stock outstanding as of March 31, 2010 was
­­­­­­­52,739,807.





DOCUMENTS INCORPORATED BY
REFERENCE – None













VANITY
EVENTS HOLDING, INC.


2009
ANNUAL REPORT ON FORM 10-K


TABLE
OF CONTENTS











PagePART
      IItem
      1
            Description of
    Business
            
            
            1Item
      1A
            Risk Factors
            
            
            4Item
      1B
            Unresolved Staff
    Comments
            
            
            7Item
      2
            Description of
    Property
            
            
            7Item
      3
            Legal Proceedings
            
            
            7Item
      4
            Reserved.
            
            
            7PART
      IIItem
      5
            Market for Registrant’s Common Equity, Related
      Shareholder Matters and Issuer Purchases of Equity
      Securities
            
            
            8Item
      6
            Selected Financial
    Data
            
            
            8Item
      7
            Management’s Discussion and Analysis of Financial
      Condition and Results of Operations
            
            
            8Item
      7A
            Quantitative and Qualitative Disclosures About
      Market Risk
            
            
            11Item
      8
            Financial Statements and Supplementary
      Data
            
            
            F-1Item
      9
            Changes in and Disagreements with Accountants on
      Accounting and Financial Disclosure
            
            
            12Item
      9A
            Controls and
    Procedures
            
            
            12Item
      9B
            Other Information
            
            
            13PART
      IIIItem
      10
            Directors, Executive Officers, and Corporate
      Governance
            
            
            14Item
      11
            Executive
Compensation
            
            
            16Item
      12
            Security Ownership of Certain Beneficial Owners
      and Management and Related Stockholder
Matters
            
            
            18Item
      13
            Certain Relationships and Related
      Transactions
            
            
            19Item
      14
            Principal Accountant Fees and
      Services
            
            
            19PART
      IVItem
      15
            Exhibits and Financial Statement
      Schedules
            
            
            21Signatures











Forward
Looking Statements





This
report on Form 10-K and other reports we file from time to time with the
Securities and Exchange Commission (collectively the "Filings") contain or may
contain forward looking statements and information that are based upon beliefs
of, and information currently available to, our management as well as estimates
and assumptions made by our management. When used in the Filings the words
"anticipate", "believe", "estimate", "expect", "future", "intend", "plan" or the
negative of these terms and similar expressions as they relate to us or our
management identify forward looking statements. Such statements reflect our
current view with respect to future events and are subject to risks,
uncertainties, assumptions and other factors (including the risks contained in
the section of this report entitled "Risk Factors") relating to our industry and
our operations and results of operations. Should one or more of these risks or
uncertainties materialize, or should the underlying assumptions prove incorrect,
actual results may differ significantly from those anticipated, believed,
estimated, expected, intended or planned.





Although
we believe that the expectations reflected in the forward looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results. The following
discussion should be read in conjunction with our financial statements and the
related notes that appear elsewhere in this report.











PART
I





ITEM
1. DESCRIPTION OF BUSINESS.





Corporate
History





Vanity
Events Holding, Inc. (“Vanity” or the “Company” or “We” or “Our”) was formerly
known as and incorporated as Map V Acquisition, Inc. on November 22, 2006,
in the State of Delaware. Our principal executive offices are currently located
at 43 West 33rd Street,
Suite 600, New York, NY, 10001. Our telephone number is (212) 695-9619. We are
qualified to do business in the States of New York and New Jersey. Our fiscal
year-end is December 31.





On April
2, 2008, the Company, formerly known as Map V Acquisition, Inc., a Delaware
corporation entered into a Share Exchange Agreement with Vanity Holding
Group, Inc. (“Vanity Group”) and Vanity Group’s then shareholders whereby we
agreed to acquire all of the issued and outstanding shares of the common stock
of Vanity Group.  As consideration for the acquisition of the shares
of Vanity Group, the Company has agreed to issue an aggregate of 21,392,109
shares (with the 1.7118 to 1 share of stock split effect) of its common stock,
$0.0001 par value (the “Common Stock”) to the Vanity Group
Shareholders.  Upon consummation of the acquisition, Vanity Group
became a wholly-owned subsidiary of the Company.  Subsequent to the
completion of the reverse merger acquisition, we filed a Certificate of
Amendment with the Delaware Secretary of State changing its name from Map V
Acquisition, Inc. to Vanity Events Holding, Inc. (“Vanity” or the “Company”) in
2008.





The
acquisition is accounted for as a “reverse merger”, since the stockholders of
Vanity Group owned the majority of the Company’s common stock immediately
following the transaction and their management has assumed operational,
management and governance control. The reverse merger transaction is recorded as
a recapitalization of Vanity Group pursuant to which Vanity Group is treated as
the surviving and continuing entity although Vanity or the Company is the legal
acquirer rather than a business combination.  The Company did not recognize
goodwill or any intangible assets in connection with this transaction.
 Accordingly, the Company’s historical financial statements are those of
Vanity Group.
 
 Vanity is
a holding company with expanding lines of business. Utilizing their licensed
trademark of America’s Cleaning CompanyTM, Vanity has now established a cleaning
company offering residential and commercial cleaning services. This company
intends to expand its reach through national franchising. In addition, the
Company also seeks out, licenses, develops, promotes, and brings to market
various innovative consumer and commercial products.
 
 The
Company’s wholly-owned subsidiaries include Vanity Events, Inc.; America’s
Cleaning Company; and Vanity Licensing, Inc. For the fiscal year 2009, the only
active subsidiary of the Company was Vanity Events, Inc. The Company's cleaning
services were performed out of a division of Vanity
Events, Inc. which used the name America's Cleaning CompanyTM. As
of January 1, 2010, the Company shifted those services into its newly
established subsidiary of America's Cleaning Company. For the fiscal year
2010, the Company will have separate sets of books for each subsidiary which
will then be included for consolidation for our consolidated financial
statements reporting purposes.  There was only one set of books, which
was for our sole operating business, cleaning services business at December 31,
2009.


Services





America’s
Cleaning CompanyTM





America’s
Cleaning CompanyTM is the Company’s flagship division which provides cleaning
services to residential and commercial clients. Using Vanity’s brand-name,
innovative, green products, America’s Cleaning Company are working to separate
itself from its competitors with its new products, services, competitive
pricing, and brand presence. That presence is being established through creative
branding, strategic marketing, and a consumer-friendly mascot.





America’s
Cleaning Company is also in the process of completing a prototypical model which
will be franchised nationally. The Company has been and continues to work with
consulting and service firms to determine and execute the best approaches to
various aspect of the business. It has been working closely with a franchise
consulting company, who have served as prime advisors in determining how best to
establish a functional prototype which would then be used as a basis to create
and sell to potential franchisees. America’s Cleaning Company has created a
custom-built web-based franchise management system that serves its operational
and franchise needs, allowing it to manage and run reports on everything from
detailed job data to complete financial information, all of which integrates
seamlessly with a customized version of accounting software. Every franchisee
will be supplied with this software and the franchisor will be able to track all
jobs, revenue, and royalties for each franchisee, allowing America’s Cleaning
Company to learn from individual best practices and help communicate and apply
those practices to every franchisee. In addition, the programs and information
will be accessible from a smart phone device. This will allow field supervisors
to have the job information at their fingertips, giving them the ability to
address issues instantly and coordinate information in real-time with the home
office.





Vanity
Events, Inc.





Vanity
Events, Inc. seeks out inventions, patents, and innovative products with the
purpose of assisting the principles in developing and bringing those products to
market. The product acquisition process is rigorous, including analyzing market
research data, market trends, the ability of an individual product to
significantly impact the market, and financial worthiness. To help further this,
Vanity Events, Inc. has partnered with the United Inventors Association as a
corporate sponsor, giving the Company the opportunity to reach and assist
inventors in a wide range of fields, while at the same time allowing the Company
the opportunity to establish itself as a leader in the field of
innovation.





1





Our
Market Opportunities





AMERICA’S
CLEANING COMPANY – According to industry reports, the cleaning services industry
generates approximately $100 billion in revenues annually, with historical
growth of between 4% and 6% annually. Non-residential janitorial spaces in
particular generate $30 billion in revenues annually, according to a descriptive
memorandum written for Aetna Maintenance, Inc. (Winter 2010). Since 2008, there
has been a large industry overhaul in the area of the “green” movement. The
office, institutional and industrial markets are expected to remain the largest
segments of the industry, generating over 50% of total industry revenues, with
the residential sector accounting for close to 25% of total
revenues.





VANITY
EVENTS, INC. – The patent and licensing industries are quite broad, with
opportunities available in a number of different areas. A company in this
broadly defined market can do one or more of a number of different things, from
outright product acquisition, to license agreements, to only handling sales and
marketing of the product. There are also companies like Vanity, who function as
full-service “end” product development companies, acquiring licensing rights
and/or patents to established products, and helping to bring those products to
market by finding cost-efficient manufacturing and distribution channels while
developing branding and marketing for the product.





Our Products





AMERICA’S
CLEANING COMPANY – America’s Cleaning Company offers extensive, thorough
cleaning services to residential and commercial consumers. Vanity has also laid
significant groundwork to turn America’s Cleaning Company into a national
franchise. In 2009, Vanity purchased state-of-the-art web-based franchise
management computer software. This franchise management software will allow all
franchisees to operate with a minimum amount of overhead, as it will manage
their job scheduling, employee management, accounting, invoicing, payment
receipts, tax preparation, and nearly all other typical management operations
with minimal input. In addition, it will have a live sync with the franchise
management of the Company itself, allowing the Company to help manage and
oversee all franchisees and offer tips and suggestions relating to best
practices while simultaneously allowing the Company to determine and solve any
issues relating to a particular franchise. In addition, the Company utilizes
proprietary, 100% natural “green” cleaning products which Vanity hopes to bring
to market in the near future.





VANITY
EVENTS, INC. – We intend to bring to market, both through traditional retail
markets, and in addition to America’s Cleaning Company, proprietary, 100%
natural “green” cleaning products under the name
GreenLab.


The food
products division has plans in place to sell a full line of 100% natural sorbet
as well as frozen fruits grown and imported from Chile, and a full line of
organic pastas – flavored and whole wheat – are planned as well.





We also
own, and plan to bring to market, a line of scented bath items. “The Bible
Scents,” as the product is known, which consists of six items, from soaps and
lotions to candles and salts, each flavored with a scent of Biblical origin.
Vanity continues to research end-stage products daily, opening contact with the
inventors and rights-holders, and currently has 36 products in the “active”
stage.





Our
Strategy





AMERICA’S
CLEANING COMPANY – After careful research of the existing cleaning service
industry landscape, we determined there is a potential market for a
well-branded, efficient, 21st century “green” cleaning
company. Vanity started the operations of America’s Cleaning Company in the fall
of 2009 in New York and, after establishing the brand and prototype, plans to
use that recognition and operational experience to establish America’s Cleaning
Company as a national franchise. The Company expects its web-based management
software to allow it to run more efficiently and at lower cost than other
similar franchises, while its branding will establish it above other companies
in consumer recognition. In addition, the proprietary “green” cleaning products
which the Company uses will help keep costs down in addition to allowing the
Company to advertise itself as safer and better for consumers, which will give
it an advantage over its competitors.





VANITY
EVENTS, INC. – With the economic downturn in recent years, many inventors,
patent-holders, and product designers find themselves with a product virtually
ready to sell, but no capital to bring it to market. Vanity’s goal is to fill
that void, acquiring innovative products and working with their current rights
holders to bring products to market, sell, and distribute them. This involves,
on Vanity’s end, a careful product selection process, staff in place to work on
market research, financial analysis, and legal matters, and a sales and
marketing team to strategize and put into effect plans for each Vanity
product.





2





Sales
and Marketing





AMERICA’S
CLEANING COMPANY – America’s Cleaning Company has marketed itself in many ways
to this point, with further plans moving forward. To date, the company has
advertised in local newspapers, in free commuter newspapers, circulars geared
towards specific neighborhoods and communities, fliers and brochures distributed
to individuals and placed in buildings, as well as an online presence, including
community-specific websites, message boards, and blogs. America’s Cleaning
Company continues to look at strategic, creative ways to establish their brand
presence, including transportation advertising, as well as other multimedia
platforms.





The
Company expects its web-based management platform, excellent branding,
proprietary products, and lower overhead costs will strongly enhance its ability
to compete within the cleaning franchising industry.





VANITY
EVENTS, INC. – With its GreenLab product, Vanity hopes to reach many different
retailers, including those who specialize in household cleaning products, in
addition to actively seeking stores which specialize in selling “green”
products. With its Bible Scents line, the Company has been actively
communicating with Christian wholesalers and retailers, as the product is
especially of interest to the religious demographic. The Company plans on
marketing its organic pastas to health food stores before attempting to break
into major supermarket chains. With other potential products, Vanity will look
to use its established relationships with retailers in order to comprehensively
market their products. Advertising and marketing will be handled on a
product-by-product basis, with Vanity’s sales team, working in conjunction with
several reputable marketing firms, deciding on the best approach for each
product.





Competition





AMERICA’S
CLEANING COMPANY – In the janitorial services and sanitation industries, there
are many cleaning service companies, most of which are small “mom and pop”
operations. In the commercial service industry there is a large amount of
competition, with some notable companies such as ABM Industries, Aramark,
Jani-King, Unicco, GCA Services and ISS Facility Services. The residential
cleaning services industry is made up primarily of independents and small
franchises, such as Merry Maids, Molly Maids, The Maids, Maid Brigade, Royal
Cleaning Service, and other similar companies. Most of the larger residential
cleaning services have begun a limited move toward “green” cleaning, while there
is a large variation in the commercial services industry as pertains to “green”
cleaning, with some moving steadily toward it while others have not at
all.





VANITY
EVENTS, INC. – The licensing and patenting industries are vast, with different
companies and firms focused on different aspects of the business. Venture
capital firms are able to assist financially, but normally do not handle the
licensing, nor the sales and marketing. Some companies operate simply as
middlemen, acquiring patents from inventors then selling them to a company who
can bring them to market. Some companies attempt to buy out inventors and their
products in order to own those products and bring those products under their own
umbrella. There seem to be fewer companies in the particular niche that Vanity
is attempting to fill, which is licensing “end” products from inventors and
small businesses and bringing it under its own brand.





Intellectual
Property





AMERICA’S
CLEANING COMPANY – America’s Cleaning Company currently has a royalty agreement
with Spongetech Delivery Systems, Inc. to use the America’s Cleaning Company
trademark. The company has applied to trademark its mascot with plans to use the
image, colors, and mascot name – Anna C. Clean – as part of a national branding
strategy.





VANITY
EVENTS, INC. – Vanity Events, Inc. owns a number of various trademarks,
licenses, logos, and registrations in addition to photographs.





3





Employees





As of
December 31, 2009, Vanity had 36 employees. We consider our relationship with
our employees to be good.





ITEM 1A: RISK
FACTORS





You
should carefully consider the following risk factors and the other information
included herein as well as the information included in other reports and filings
made with the SEC before investing in our common stock.  The following
factors, as well as other factors affecting our operating results and financial
condition, could cause our actual future results and financial condition to
differ materially from those projected. The trading price of our common stock
could decline due to any of these risks, and you may lose part or all of your
investment.





Risks
Related to Our Business and Industry





Our
independent registered public accounting firm has expressed doubt about our
ability to continue as a going concern, which may hinder our ability to obtain
future financing.





Our
financial statements as of December 31, 2009 have been prepared under the
assumption that we will continue as a going concern. Our independent registered
public accounting firm issued a report that was included in this annual report
which included an explanatory paragraph expressing substantial doubt in our
ability to continue as a going concern without additional capital becoming
available. Our ability to continue as a going concern ultimately is dependent on
our ability to obtain additional equity or debt financing, attain further
operating efficiencies and, ultimately, to achieve profitable operations. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.





We
have a history of losses, expect to incur substantial further losses and may not
achieve or maintain profitability in the future, which may decrease the market
value of our stock.





The
Company has reported a loss from operations of $1,548,781 for the year ended
December 31, 2009 and a loss from operations of $314,085 for the year ended
December 31, 2008.





The
Company has suffered operating losses and negative cash flows from operations
since inception and, at December 31, 2009, the Company had an accumulated
deficit of $2,609,437. We cannot assure you that we can achieve or sustain
profitability on a quarterly or annual basis in the future. If revenues grow
more slowly than we anticipate, or if operating expenses exceed our expectations
or cannot be adjusted accordingly, we will continue to incur losses. We will
continue to incur losses until we are able to increase significantly our sales
volume. Our possible success is dependent upon the successful development and
marketing of our products and/or services, as to which there is no assurance.
Any future success that we might enjoy will depend upon many factors, including
factors out of our control or which cannot be predicted at this time. These
factors may include changes in or increased levels of competition, including the
entry of additional competitors and increased success by existing competitors,
changes in general economic conditions, increases in operating costs, including
costs of supplies, personnel, marketing and promotions, reduced margins caused
by competitive pressures and other factors. These conditions may have a
materially adverse effect upon us or may force us to reduce or curtail
operations. In addition, we will require additional funds to sustain and expand
our sales and marketing activities, particularly if a well-financed competitor
emerges. There can be no assurance that financing will be available in amounts
or on terms acceptable to us, if at all. The inability to obtain sufficient
funds from operations or external sources would require us to curtail or cease
operations.





We will need significant additional
capital, which we may be unable to obtain.





Our
capital requirements in continuing the growth of our company have been and will
continue to be significant. We cannot assure you that our business will generate
sufficient cash flow from operations or that future borrowings will be available
to us in an amount sufficient to enable us to continue our operations, and there
can be no assurance that financing will be available in amounts or on terms
acceptable to us, if at all.





Our
operating results may fluctuate, which makes our results difficult to predict
and could cause our results to fall short of expectations.





Our
operating results may fluctuate as a result of a number of factors, many outside
of our control. As a result, comparing our operating results on a
period-to-period basis may not be meaningful, and you should not rely on our
past results as an indication of our future performance. Our quarterly,
year-to-date and annual expenses as a percentage of our revenues may differ
significantly from our historical or projected rates. Our operating results in
future quarters may fall below expectations. Any of these events could cause our
stock price to fall.





We
rely on highly skilled personnel and, if we are unable to retain or motivate key
personnel or hire qualified personnel, we may not be able to grow
effectively.





Our
performance largely depends on the talents and efforts of highly skilled
individuals. Our future success depends on our continuing ability to identify,
hire, develop, motivate and retain highly skilled personnel for all areas of our
organization. Our continued ability to compete effectively depends on our
ability to attract new technology developers and to retain and motivate our
existing contractors.





4





We
may not be able to successfully obtain or protect our intellectual property
rights, trademarks, copyrights and other intellectual property
rights.





Potential
trademarks, trade secrets, copyrights and other intellectual property rights may
be important assets for us. Various events outside of our control pose a threat
to our ability to obtain or protect intellectual property rights as well as to
our products and services. Also, the efforts we have taken to obtain or protect
our proprietary rights may not be sufficient or effective. Any significant
impairment of our ability to obtain or protect our intellectual property rights
could harm our business or our ability to compete. In addition, an increase in
the unauthorized use of our future intellectual property could make it more
expensive to do business and harm our operating results.





We
may not be able to protect our intellectual property rights.





We
believe that our trademarks and other proprietary rights are critical to our
success, potential growth and competitive position. Accordingly, we devote
substantial resources to the establishment and protection of our trademarks and
proprietary rights. Our actions to establish and protect our trademarks and
other proprietary rights, however, may not prevent imitation of our products by
others or prevent others from claiming violations of their trademarks and
proprietary rights by us. Any infringement or related claims, even if not
meritorious, may be costly and time consuming to litigate, may distract
management from other tasks of operating the business and may result in the loss
of significant financial and managerial resources, which could harm our
business, financial condition or operating results.





We
face significant competition from other cleaning companies which may cause
significant difficulties in gaining market share.





We face
formidable competition in every aspect of our business, and particularly from
other companies that seek out cleaning services. Our competitors have a larger
work-force, longer operating histories and more established relationships with
customers. They can use their experience and resources against us in a variety
of competitive ways. These companies may also have a greater ability to attract
and retain users than we do because they operate within a more convenient
location for their businesses. If our competitors are successful in providing
similar or better service, we could experience a significant decline in the size
of the Company’s network. Any such decline could negatively affect our operating
results and financial condition.





If
we engage in future acquisitions, we will incur a variety of costs and may never
realize the anticipated benefits of the acquisition.





If
appropriate opportunities become available, we may attempt to acquire
businesses, products or technologies that we believe are a strategic fit with
our business. If we do undertake any transaction of this sort, the process of
integrating an acquired business, product or technology may result in unforeseen
operating difficulties and expenditures and may absorb significant management
attention that would otherwise be available for ongoing development of our
business. Moreover, we may fail to realize the anticipated benefits of any
acquisition. Future acquisitions could dilute existing stockholders' ownership
interest in us and could cause us to incur debt, exposing us to future
liabilities.





Risks
Relating to Our Common Stock





In recent
years, the stock market in general has experienced periodic price and volume
fluctuations. This volatility has had a significant effect on the market price
of securities issued by many companies for reasons often unrelated to their
operating performance. These broad market fluctuations may adversely affect our
stock price, regardless of our operating results. The market price of our common
stock may fluctuate significantly.





The price
of our common stock is quoted on the OTCBB and constantly changes. We expect
that the market price of the common stock will continue to fluctuate. These
fluctuations may result from a variety of factors, many of which are beyond our
control. These factors include:








·
            Quarterly
      variations in our financial
results;


·
            Operating
      results that vary from the expectations of management, securities analysts
      and investors;


·
            Changes
      in expectations as to our business, prospects, financial condition, and
      results of operations;


·
            Announcements
      by us or our competitors of material
  developments;


·
            The
      operating and securities price performance of other companies that
      investors believe are comparable to
us;


·
            Future
      sales of our equity or equity-related
  securities;


·
            Changes
      in general conditions in our industry and in the economy, the financial
      markets and the domestic or international
      political situation;


·
            Departures
      of key personnel; and


·
            Regulatory
      and intellectual property
considerations.





5





A
sale of a substantial number of shares of our common stock may cause the price
of our common stock to decline.





If we are
successful in establishing a trading market for our common stock, and if our
stockholders sell substantial amounts of our common stock in the public market,
the market price of our common stock could fall. These sales also may make it
more difficult for us to sell equity or equity-related securities in the future
at a time and price that we deem reasonable or appropriate.





If
we fail to remain current in our SEC reporting requirements, we could be removed
from the OTC Bulletin Board which would limit the ability of broker-dealers to
sell our securities and the ability of stockholders to sell their securities in
the secondary market.





Companies
trading on the Over-the-Counter Bulletin Board (the “OTC Bulletin Board”), such
as us, must be reporting issuers under Section 12 of the Securities Exchange Act
of 1934, as amended, and must be current in their reports under Section 13, in
order to maintain price quotation privileges on the OTC Bulletin Board. If we
fail to remain current in our reporting requirements, we could be removed from
the OTC Bulletin Board. As a result, the market liquidity for our securities
could be severely and adversely affected by limiting the ability of
broker-dealers to sell our securities and the ability of stockholders to sell
their securities in the secondary market. There can be no assurance that in the
future we will always be current in our SEC reporting requirements.





Our
common stock is subject to the “penny stock” rules of the SEC and the trading
market in our securities is limited, which makes transactions in our stock
cumbersome and may reduce the value of an investment in our stock.





The SEC
has adopted Rule 15g-9 which establishes the definition of a “penny stock,” 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 certain exceptions.
 Currently, our common stock is trading below this threshold. For any
transaction involving a penny stock, unless exempt, the rules
require:





·
            that
      a broker or dealer approve a person’s account for transactions in penny
      stocks; and


·
            the
      broker or dealer receives 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 or
dealer must:





·
            obtain
      financial information and investment experience objectives of the person;
      and


·
            make
      a reasonable determination that the transactions in penny stocks are
      suitable for that person and the person has sufficient knowledge and
      experience in financial matters to be capable of evaluating the risks of
      transactions in penny stocks.





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





·
            sets
      forth the basis on which the broker or dealer made the suitability
      determination; and


·
            that
      the broker or dealer received a signed, written agreement from the
      investor prior to the transaction.





Generally,
brokers may be less willing to execute transactions in securities subject to the
“penny stock” rules. This may make it more difficult for investors to dispose of
our common stock and cause a decline in the market value of our
stock.





Disclosure
also has to be made about the risks of investing in penny stocks in both public
offerings and in secondary trading and about the 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.





Authorization
of Preferred Stock





Our
Certificate of Incorporation authorizes the issuance of up to 50,000,000 shares
of preferred stock with designations, rights and preferences determined from
time to time by its Board of Directors. Accordingly, our Board of Directors is
empowered, without stockholder approval, to issue preferred stock with dividend,
liquidation, conversion, voting, or other rights which could adversely affect
the voting power or other rights of the holders of the common stock. In the
event of issuance, the preferred stock could be utilized, under certain
circumstances, as a method of discouraging, delaying or preventing a change in
control of the Company. Although we have no present intention to issue any
shares of its authorized preferred stock, there can be no assurance that the
Company will not do so in the future.





6





ITEM
1B. UNRESOLVED STAFF COMMENTS





Not
applicable.





ITEM
2. DESCRIPTION OF PROPERTY





Vanity
currently operates out of a leased property located at 43 West 33rd Street, Suite 600, New York,
New York 10001. The Vanity offices are 2,000 square feet and are leased for a
2-year term with rent of $5,250 per month. The lease is a sublet through a
company in which one of our Officers is an Officer and Director. The Company
pays the rent directly to the landlord as part of the agreement. The Company
paid $45,628 and $0 in rent and utilities in 2009 and 2008,
respectively.





As of
March 1, 2010, the Company added a second location, which operates out of a
leased property located in Flushing, NY. The terms of the lease, which was
entered into with a related party, are month to month at a monthly lease cost of
$700.





ITEM
3. LEGAL PROCEEDINGS





From time
to time, Vanity may become involved in various lawsuits and legal proceedings,
which arise in the ordinary course of business. However, litigation is subject
to inherent uncertainties, and an adverse result in these or other matters may
arise from time to time that may harm its business. Vanity is currently not
aware of any such legal proceedings or claims that they believe will have,
individually or in the aggregate, a material adverse affect on its business,
financial condition or operating results.





ITEM
4.





Reserved.





7





PART
II





ITEM
5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
ISSUER PURCHASE OF EQUITY SECURITIES





Our
common stock is traded on the OTC Bulletin Board under the symbol
"VAEV".  The following table sets forth the range of high and low
prices per share of our common stock for each period indicated.





2009High
            
            
            LowFirst
      quarter
            
            $
            -
            
            
            $
            -Second
      quarter
            
            $
            3.50
            
            
            $
            0.69Third
      quarter
            
            $
            2.25
            
            
            $
            0.48Fourth
      quarter
            
            $
            1.70
            
            
            $
            0.17





As of
March 31, 2010, there were 68 holders of record of our common stock. Because
brokers and other institutions hold many of the shares on behalf of
shareholders, we are unable to determine the actual number of shareholders
represented by these record holders.





Recent
Issuances of Unregistered Stock





On
November 23, 2009, Vanity Events Holding, Inc. closed a private placement of
2,350,000 shares of common stock (the “Securities”) to 5 accredited investors
for aggregate gross proceeds of $650,000 pursuant to a Securities Purchase
Agreement.





On
September 17, 2009, Vanity Events Holding, Inc. completed an initial closing
of a private placement of 4,630,000 shares of common stock (the
“Securities”) to 19 accredited investors (the “Investors”) for aggregate gross
proceeds of $1,157,500 pursuant to a Securities Purchase Agreement.





On
September 1, 2009, Vanity Events Holding, Inc. closed a private placement of
4,000,000 shares of common stock (the “Securities”) to 11 accredited investors
(the “Investors”) for aggregate gross proceeds of $1,000,000 pursuant to a
Securities Purchase Agreement.





The
Company claims an exemption from the registration requirements of the Securities
Act of 1933, as amended,  for the private placement of the
above-referenced Securities pursuant to Section 4(2) of the Act and/or
Regulation D promulgated there under since, among other things, the transaction
did not involve a public offering, the investors were accredited investors, the
investors had access to information about us and their investment, the investors
took the securities for investment and not resale, and we took appropriate
measures to restrict the transfer of the securities.





Dividend
Policy





The
Company has never declared or paid any cash dividends on its common stock. We
currently intend to retain future earnings, if any, to finance the expansion of
our business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future.





Equity
Compensation Plan





The
Company has no equity compensation plan.





ITEM
6: SELECTED FINANCIAL DATA





Not
applicable.





ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION AND FORWARD LOOKING
INFORMATION.





Forward
Looking Statements





Some of
the statements contained in this annual report that are not historical facts are
“forward-looking statements” which can be identified by the use of terminology
such as “estimates,” “projects,” “plans,” “believes,” “expects,” “anticipates,”
“intends,” or the negative or other variations, or by discussions of strategy
that involve risks and uncertainties. We urge you to be cautious of the
forward-looking statements, that such statements, which are contained in this
annual report, reflect our current beliefs with respect to future events and
involve known and unknown risks, uncertainties and other factors affecting our
operations, market growth, services, products and licenses. No assurances can be
given regarding the achievement of future results, as actual results may differ
materially as a result of the risks we face, and actual events may differ from
the assumptions underlying the statements that have been made regarding
anticipated events. Factors that may cause actual results, our performance or
achievements, or industry results, to differ materially from those contemplated
by such forward-looking statements include without limitation:





8





·
            Our
      ability to attract and retain management, and to integrate and maintain
      technical information and management information
  systems;





·
            Our
      ability to raise capital when needed and on acceptable terms and
      conditions;





·
            The
      intensity of competition; and





·
            General
      economic conditions.





All
written and oral forward-looking statements made in connection with this annual
report that is attributable to us or persons acting on our behalf are expressly
qualified in their entirety by these cautionary statements. Given the
uncertainties that surround such statements, you are cautioned not to place
undue reliance on such forward-looking statements for, America’s Cleaning
Company offering a full range of residential and commercial cleaning services
and Vanity seeking out, licensing, developing, promoting, and bringing to market
various innovative consumer and commercial products.





Overview





Vanity
Group was organized as a Delaware Corporation on August 25, 2004, headquartered
in New York, New York, Vanity Events Holding, Inc. is a holding company with
expanding lines of business. Utilizing their acquired trademark of America’s
Cleaning CompanyTM, Vanity has now established a cleaning company offering a full
range of residential and commercial cleaning services. This company will be
expanding its reach through national franchising. The Company also seeks out,
licenses, develops, promotes, and brings to market various innovative consumer
and commercial products.
 
 Results
of Operations for the Fiscal Year ended December 31, 2009 Compared to Fiscal
Year Ended December 31, 2008
 
 This
discussion should be read in conjunction with our financial statements included
elsewhere in this report. Vanity Group began active operation on August 25,
2004, and has a fiscal operating year of January 1 to December 31.


Revenues
Vanity’s revenues for the year ended December 31, 2009 were $72,031, compared to
$62,356 for the year ended December 31, 2008. The increase in revenues was
primarily a result of increased sales activity of the Company.





Operating
ExpensesVanity had $1,558,742 in operating expenses for the year ended
December 31, 2009 as compared to $376,051 in operating expenses for the year
ended December 31, 2008. The increase in operating expenses was primarily a
result of payroll and other marketing activities, particularly research and
advertising expenses related to developing the new lines of
business.





Selling, General
and Administrative ("SG&A") expenses consisted primarily of expenses
for consulting and professional fees.  For the year ended December 31,
2009, SG&A was $897,259 compared to $283,399 for year ended December
31, 2008. The increase in SG&A is $613,860 and attributable primarily to
consulting and professional fees.





Cost of
Sales were $62,070 for the year ended December 31, 2009 as compared
to $390 for the year ended December 31, 2008.  The increase in Cost of
Sales is $61,680, attributable primarily to increased costs of sales necessary
for the completion of the sale transactions.





Net Loss
was $1,547,471 for the year ended December 31, 2009, as compared to $314,085 for
the year ended December 31, 2008.  The increase in net loss is principally
attributable to increased selling, general and administrative
costs.





Liquidity
and Capital Resources





As of
December 31, 2009, we had $1,363,993 of cash and cash equivalents as compared to
$801 as of December 31, 2008.  The increase of $1,363,192 was due
primarily to cash provided by financing activities.





Operating
ActivitiesFor the
year ended December 31, 2009, net cash used in operating activities was
$1,426,045, primarily attributable to consulting and professional fees. Net
cash used in operating activities for the year ended December 31, 2008 was
$264,499, primarily attributable to an increase in SG&A
costs.




9





Investing
ActivitiesFor the
year ended December 31, 2009, net cash used in investing activities was $83,435,
primarily related to the purchase of fixed assets, software and
licenses.  Net cash used in investing activities for the year ended
December 31, 2008 was $196 primarily related to other acquiring of
assets.




Financing
ActivitiesNet cash
provided by financing activities for the year ended December 31, 2009 was
$2,872,672 and was comprised of $3,057,500 from proceeds of sale of common
stock, net of issuance costs, and offset by repayment of loans payables due to
shareholders. Net cash provided by financing activities during the year
ended December 31, 2008 was $260,671 and was comprised primarily of proceeds
from loans payable due to shareholders, net.





CRITICAL
ACCOUNTING ESTIMATES





Significant Accounting
Policies




Financial
Reporting Release No. 60, published by the SEC, recommends that all companies
include a discussion of critical accounting policies used in the preparation of
their financial statements. While all these significant accounting policies
impact our consolidated financial condition and results of operations, we view
certain of these policies as critical.  Policies determined to be critical
are those policies that have the most significant impact on our consolidated
financial statements and require management to use a greater degree of judgment
and estimates. Actual results may differ from those estimates.




We
believe that given current facts and circumstances, it is unlikely that applying
any other reasonable judgments or estimate methodologies would cause a material
effect on our results of operations, financial position or liquidity for the
periods presented in this report.


General




The
Company’s Financial Statements are prepared in accordance with U.S. generally
accepted accounting principles, which require management to make estimates,
judgments and assumptions that affect the reported amounts of assets,
liabilities, net revenue, if any, and expenses, and the disclosure of contingent
assets and liabilities.  Management bases its estimates on historical
experience and on various other assumptions that it believes to be reasonable
under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not
readily apparent from other sources.  Senior management has discussed the
development, selection and disclosure of these estimates with the Board of
Directors.  Management believes that the accounting estimates employed and
the resulting balances are reasonable; however, actual results may differ from
these estimates under different assumptions or conditions.




An
accounting policy is deemed to be critical if it requires an accounting estimate
to be made based on assumptions about matters that are highly uncertain at the
time the estimate is made, if different estimates reasonably could have been
used, or if changes in the estimate that are reasonably possible could
materially impact the financial statements. Management believes the following
critical accounting policies reflect the significant estimates and assumptions
used in the preparation of the Financial Statements.


Going
Concern




The
financial statements have been prepared on the going concern basis, which
assumes the realization of assets and liquidation of liabilities in the normal
course of operations. If we were not to continue as a going concern, we would
likely not be able to realize on our assets at values comparable to the carrying
value or the fair value estimates reflected in the balances set out in the
preparation of the financial statements. There can be no assurances that we will
be successful in generating additional cash from equity or other sources to be
used for operations. The financial statements do not include any adjustments
relating to the recoverability of assets and classification of assets and
liabilities that might be necessary should the Company be unable to continue as
a going concern.




Reverse
Merger




The
acquisition of Vanity Group was accounted for as a reverse merger whereby Vanity
Group is identified as the acquiring entity for accounting purpose.  The
reverse merger transaction is recorded as a recapitalization of Vanity Group
pursuant to which Vanity Group is treated as the surviving and continuing entity
although the Company is the legal acquirer rather than a business combination.
 The Company did not recognize goodwill or any intangible assets in
connection with this transaction.  Accordingly, the Company’s historical
financial statements are those of Vanity Group.


10





Revenue
recognition




The
Company recognizes revenue from product or services sales in accordance with ASC
605 “Revenue Recognition”.  Four basic criteria must be met before
revenue can be recognized: (1) persuasive evidence of an arrangement exists
(through written sales documentation); (2) delivery has occurred (through
delivery into customer’s tanks and acceptance); (3) the selling price is fixed
and determinable; and (4) collectability is reasonably
assured.  Determination of criteria (3) and (4) are based on
management's judgments regarding the fixed nature of the selling prices of the
products delivered and the collectability of those
amounts.  Provisions for estimated returns and allowances, and other
adjustments are provided for in the same period the related sales are recorded,
although we have not experienced any such items to date and do not expect any
significant provisions in the future.  We have no discount, rebate or
warranty programs. The Company defers any revenue for which the product or
services has not been delivered / rendered or is subject to refund until such
time that the Company and the customer jointly determine that the product has
been delivered or no refund will be required.  Payments received in
advance are deferred until revenue recognition is appropriate.  We
have no post-delivery obligations related to our products /
services.




Impairment of Long-Lived
Assets




The
Company follows ASC 360, "Property, Plant and Equipment" which requires that
long-lived assets and certain identifiable intangibles held and used by the
Company be reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. Events
relating to recoverability may include significant unfavorable changes in
business conditions, recurring losses, or a forecasted inability to achieve
break-even operating results over an extended period. The Company evaluates the
recoverability of long-lived assets based upon forecasted discounted cash flows.
Should impairment in value be indicated, the carrying value of the long-lived
assets and certain identifiable intangibles will be adjusted, based on estimates
of future discounted cash flows resulting from the use and ultimate disposition
of the asset.  ASC 360 also requires assets to be disposed of be reported
at the lower of the carrying amount or the fair value less disposal
costs.




Income
Taxes




The
Company utilizes ASC 740 “Income Taxes” which requires the 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 income taxes are recognized for the tax consequences in
future years of differences between the tax bases of assets and liabilities and
their financial reporting amounts at each year-end based on enacted tax laws and
statutory tax rates applicable to the periods in which the differences are
expected to affect taxable income.




Effect
of Recently Issued Accounting Pronouncements




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







ITEM
7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





Not
applicable.





11





ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA





FINANCIAL
INFORMATION 
 ITEM
1.  FINANCIAL STATEMENTS
 
 INDEX
TO FINANCIAL STATEMENTS


PageReport
      of Independent Registered Public Accounting Firm
              
              
              F-2Balance
      Sheets as of  December 31, 2009 and 2008
              
              
              F-3Statements
      of Operations for the years ended  December 31, 2009 and
      2008
              
              
              F-4Statements
      of Stockholders’ Equity  for the years ended December 31, 2009
      and 2008
              
              
              F-5Statements
      of Cash Flows for the years ended  December 31, 2009 and
      2008
              
              
              F-6Notes
      to Financial Statements
              
              
              F-7
      - F-13
  F-1
  REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 To the Board of Directors and
Shareholders
 Vanity
Events Holding, Inc.
 New York,
New York
 
 We have
audited the balance sheets of Vanity Events Holding, Inc. (the “Company”) as of
December 31, 2009 and 2008, and the related statements of operations,
stockholders' equity and cash flows for each of the two years in the period
ended December 31, 2009. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audits included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Vanity Events Holding, Inc. as
of December 31, 2009 and 2008, and the results of its operations and its cash
flows for each of the two years in the period ended December 31, 2009 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 1 to the consolidated
financial statements, the Company has suffered recurring losses from operations
that raise substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 1. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
 
 /s/ RBSM LLPRBSM
      LLPCertified
      Public Accountants
 
 New York,
New York
 April 15,
2010


F-2


VANITY
EVENTS HOLDING, INC.
 BALANCE
SHEETS




December
      31,
                2009
              
              
              December
      31,
                2008CURRENT
      ASSETSCash
      and cash equivalents
              
              $
              1,363,993
              
              
              $
              801Accounts
      receivable
              
              
              49,133
              
              
              
              -Inventory
              
              
              17,593
              
              
              
              2,150Prepaid
      expenses
              
              
              10,143
              
              
              
              -TOTAL
      CURRENT ASSETS
              
              
              1,440,862
              
              
              
              2,951OTHER
      ASSETS
              
              
              4,996
              
              
              
              49,418PROPERTY
      AND EQUIPMENT
              
              
              83,435
              
              
              
              -Less:
      Accumulated depreciation and amortization
              
              
              (9,526
              )
              
              
              -PROPERTY
      AND EQUIPMENT, net
              
              
              73,909
              
              
              
              -TOTAL
      ASSETS
              
              $
              1,519,767
              
              
              $
              52,369LIABILITIES
      AND STOCKHOLDERS’ EQUITYCURRENT
      LIABILITIESBank
      overdraft
              
              $
              -
              
              
              $
              7,186Accounts
      payable and accrued expenses
              
              
              183,933
              
              
              
              34,550TOTAL
      CURRENT LIABILITIES
              
              
              183,933
              
              
              
              41,736LONG-TERM
      LIABILITIESLoans
      payable-shareholders
              
              
              129,271
              
              
              
              314,099TOTAL
      LONG-TERM LIABILITIES
              
              
              129,271
              
              
              
              314,099TOTAL
      LIABILITIES
              
              
              313,204
              
              
              
              355,835STOCKHOLDERS’
      EQUITYPreferred
      stock authorized 50,000,000 shares, $.0001 par value; None issued and
      outstanding.
              
              
              -
              
              
              
              -Common
      stock authorized 350,000,000 shares, $.0001 par value; 38,349,807 and
      27,369,807 shares issued and outstanding as of December 31, 2009 and 2008,
      respectively.
              
              
              3,835
              
              
              
              2,737Additional paid in capital
              
              
              3,562,165
              
              
              
              755,763Deposit
      for capital stock
              
              
              250,000
              
              
              
              -Accumulated
      deficit
              
              
              (2,609,437
              )
              
              
              (1,061,966
              )TOTAL
      STOCKHOLDERS' EQUITY (DEFICIT)
              
              
              1,206,563
              
              
              
              (303,466
              )TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
              
              $
              1,519,767
              
              
              $
              52,369




The accompanying
notes are an integral part of these financial statements.




F-3


VANITY
EVENTS HOLDING, INC.
 STATEMENTS
OF OPERATIONS
 For
      the Years Ended December 31,2009
              
              
              2008REVENUE
              
              $
              72,031
              
              
              $
              62,356TOTAL
      COST OF GOODS
              
              
              62,070
              
              
              
              390GROSS
      PROFIT
              
              
              9,961
              
              
              
              61,966OPERATING
      EXPENSESSalaries
              
              
              651,957
              
              
              
              92,652Selling,
      general and administrative
              
              
              897,259
              
              
              
              283,399Depreciation
      and amortization
              
              
              9,526
              
              
              
              -TOTAL
      OPERATING EXPENSES
              
              
              1,558,742
              
              
              
              376,051LOSS
      FROM OPERATIONS
              
              
              (1,548,781
              )
              
              
              (314,085
              )OTHER
      INCOME - INTEREST
              
              
              1,310
              
              
              
              -LOSS
      BEFORE PROVISION FOR INCOME TAXES
              
              
              (1,547,471
              )
              
              
              (314,085
              )PROVISION
      FOR INCOME TAXES
              
              
              -
              
              
              
              -NET
      LOSS
              
              $
              (1,547,471
              )
              
              $
              (314,085
              )BASIC
      & DILUTED LOSS PER SHARE
              
              $
              (0.05
              )
              
              $
              (0.01
              )WEIGHTED
      AVERAGE SHARES OUTSTANDING
              
              
              30,005,615
              
              
              
              26,903,388




The accompanying
notes are an integral part of these financial statements.


F-4


VANITY
EVENTS HOLDING, INC.
 STATEMENT
OF STOCKHOLDERS’ EQUITY




Common
      Stock
              
              
              Additional
      Paid-In
              
              
              Deposit for
      Capital
              
              
              AccumulatedShares
              
              
              Amount
              
              
              Capital
              
              
              Stock
              
              
              Deficit
              
              
              TotalBalance
      at January 1, 2008, adjusted for recapitalization
              
              
              26,869,807
              
              
              $
              2,687
              
              
              $
              745,813
              
              
              $
              -
              
              
              $
              (747,881
              )
              
              $
              619Issuance
      of common stock for legal fees
              
              
              500,000
              
              
              
              50
              
              
              
              9,950
              
              
              
              -
              
              
              
              -
              
              
              
              10,000Net
      loss for the year ended December 31, 2008
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (314,085
              )
              
              
              (314,085
              )Balance
      at December 31, 2008
              
              
              27,369,807
              
              
              
              2,737
              
              
              
              755,763
              
              
              
              -
              
              
              
              (1,061,966
              )
              
              
              (303,466
              )Issuance
      of common stock for cash
              
              
              10,980,000
              
              
              
              1,098
              
              
              
              2,806,402
              
              
              
              -
              
              
              
              -
              
              
              
              2,807,500Deposit
      for Capital Stock
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              250,000
              
              
              
              -
              
              
              
              250,000Net
      loss for the year ended December 31, 2009
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (1,547,471
              )
              
              
              (1,547,471
              )Balance
      at December 31, 2009
              
              
              38,349,807
              
              
              $
              3,835
              
              
              $
              3,562,165
              
              
              $
              250,000
              
              
              $
              (2,609,437
              )
              
              $
              1,206,563




The accompanying
notes are an integral part of these financial statements.


F-5


VANITY
EVENTS HOLDING, INC.
 STATEMENTS
OF CASH FLOWS
 
 For
      the years ended December 31,2009
                
                
                2008CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      Loss
                
                $
                (1,547,471
                )
                
                $
                (314,085
                )Adjustments
      to reconcile net loss to net cash used in operating
      activities:
                  Issuance
      of common shares for legal services
                
                
                -
                
                
                
                10,000Impairment
      of other current assets
                
                
                44,422
                
                
                
                -Depreciation
      and amortization
                
                
                9,526
                
                
                
                -Changes
      in operating assets and liabilities:Accounts
      receivable
                
                
                (49,133
                )
                
                
                -Inventory
                
                
                (15,443
                )
                
                
                (2,150
                )Prepaid
      expenses
                
                
                (10,143
                )
                
                
                -Bank
      overdraft
                
                
                (7,186
                )
                
                
                -Accounts
      payable and accrued expenses
                
                
                149,383
                
                
                
                41,736NET
      CASH USED IN OPERATING ACTIVITIES
                
                
                (1,426,045
                )
                
                
                (264,499
                )CASH
      FLOWS FROM INVESTING ACTIVITIESPurchase
      of fixed assets, software, and licenses
                
                
                (83,435
                )
                
                
                -Purchase
      of other assets
                
                
                -
                
                
                
                (196
                )NET
      CASH USED IN INVESTING ACTIVITIES
                
                
                (83,435
                )
                
                
                (196
                )CASH
      FLOWS FROM FINANCING ACTIVITIES(Repayment)
      Proceeds from loans payable-shareholders, net
                
                
                (184,828
                )
                
                
                260,671Proceeds
      from issuance of common stock
                
                
                3,057,500
                
                
                
                -NET
      CASH PROVIDED BY FINANCING ACTIVITIES
                
                
                2,872,672
                
                
                
                260,671NET INCREASE (DECREASE)
      IN CASH
                
                
                1,363,192
                
                
                
                (4,024
                )CASH
      AND CASH EQUIVALENTS BEGINNING OF PERIOD
                
                
                801
                
                
                
                4,825CASH
      AND CASH EQUIVALENTS END OF PERIOD
                
                $
                1,363,993
                
                
                $
                801SUPPLEMENTAL
      DISCLOSURE OF CASH INFORMATIONCash
      paid during the period for income tax:
                
                $
                -
                
                
                $
                -Cash
      paid during the period for interest
                
                $
                -
                
                
                $
                -
  The
accompanying notes are an integral part of these financial statements
..


F-6





VANITY
EVENTS HOLDING, INC.





NOTES TO
FINANCIAL STATEMENTS





December
31, 2009 and 2008





NOTE
1 – NATURE OF OPERATIONS, BASIS OF PRESENTATION AND LIQUIDITY AND
MANAGEMENT’S PLANS





Nature
of Operations





VANITY
EVENTS HOLDING, INC.  (the “Company” or “Vanity” or “We” or “Our”),
was organized as a Delaware Corporation on August 25, 2004, and is a holding
company with expanding lines of business. Utilizing their acquired trademark of
America’s Cleaning CompanyTM, Vanity has now established a cleaning company
offering a full range of residential and commercial cleaning services as its
only operating business at December 31, 2009.  This company intends to
expand its reach through national franchising. In addition, the Company also
seeks out, licenses, develops, promotes, and brings to market various innovative
consumer and commercial products.
 
 The
Company’s wholly-owned subsidiaries include Vanity Events, Inc.; America’s
Cleaning Company; and Vanity Licensing, Inc. For the fiscal year 2009, the only
active subsidiary of the Company was Vanity Events, Inc. The Company's cleaning
services were performed out of a division of Vanity
Events, Inc. which used the name America's Cleaning CompanyTM.  There
was only one set of books maintained at December 31, 2009, which was for our
sole operating business, cleaning services business and the
Company.


Reverse
Merger




On April
2, 2008, the Company, formerly known as Map V Acquisition, Inc., a Delaware
corporation entered into a Share Exchange Agreement with Vanity Holding
Group, Inc. (“Vanity Group”) and Vanity Group’s then shareholders whereby we
agreed to acquire all of the issued and outstanding shares of the common stock
of Vanity Group.  As consideration for the acquisition of the shares
of Vanity Group, the Company has agreed to issue an aggregate of 21,392,109
shares (with the 1.7118 to 1 share of stock split effect) of its common stock,
$0.0001 par value (the “Common Stock”) to the Vanity Group
Shareholders.  Upon consummation of the acquisition, Vanity Group
became a wholly-owned subsidiary of the Company.  Subsequent to the
completion of the reverse merger acquisition, we filed a Certificate of
Amendment with the Delaware Secretary of State changing its name from Map V
Acquisition, Inc. to Vanity Events Holding, Inc. (“Vanity” or the “Company”) in
2008.


The
acquisition is accounted for as a “reverse merger”, since the stockholders of
Vanity Group owned majority of the Company’s common stock immediately following
the transaction and their management has assumed operational, management and
governance control. The reverse merger transaction is recorded as a
recapitalization of Vanity Group pursuant to which Vanity Group is treated as
the surviving and continuing entity although Vanity or the Company is the legal
acquirer rather than a business combination.  The Company did not recognize
goodwill or any intangible assets in connection with this transaction.
 Accordingly, the Company’s historical financial statements are those of
Vanity Group.




Effective
with the reverse merger, all previously outstanding common stock owned by Vanity
Group’s shareholders were exchanged for the Company’s common stock. The value of
the Company’s common stock that was issued to Vanity Group’s shareholders was
the historical cost of the Company’s net tangible assets, which did not differ
materially from its fair value.




All
references to common stock, share and per share amounts have been retroactively
restated to reflect the reverse merger as if the transaction had taken place as
of the beginning of the earliest period presented.




Liquidity
and Management’s Plans





The
accompanying financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business.  The Company had just fully
commercialized its principal operations, cleaning services during
2009.  As shown in the accompanying financial statements, the Company
incurred a loss from operations of $1,548,7811 and $314,085 for the years ended
December 31, 2009 and 2008, respectively. Additionally, the Company had negative
cash flows from operations since date of inception and has an accumulated
deficit of $2,609,437 at December 31, 2009. These factors raise substantial
doubt about the Company’s ability to continue as a going
concern.


The
Company has undertaken further steps as part of a plan to improve operations
with the goal of sustaining our operations for the next twelve months and beyond
to address its lack of liquidity by raising additional funds, either in the form
of debt or equity or some combination thereof.  However, there can be
no assurance that the Company can successfully accomplish these steps and or
business plans, and it is uncertain that the Company will achieve a profitable
level of operations and be able to obtain additional financing.





The
Company’s continued existence is dependent upon management’s ability to develop
profitable operations and resolve its liquidity problems. The accompanying
consolidated financial statements do not include any adjustments relating to the
recoverability and classification of asset carrying amounts or the amount and
classification of liabilities that might result should the Company be unable to
continue as a going concern.





F-7





There can
be no assurance that any additional financings will be available to the Company
on satisfactory terms and conditions, if at all.  In the event that
the Company is unable to continue as a going concern, it may elect or be
required to seek protection from its creditors by filing a voluntary petition in
bankruptcy or may be subject to an involuntary petition in bankruptcy. To date,
management has not considered this alternative, nor does management view it as a
likely occurrence.





NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Use
of Estimates





The
preparation of financial statements in conformity with generally accepted
accounting principles in the United States of America requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.





On an
ongoing basis, the Company evaluates its estimates, including those related to
revenue recognition, accounts receivable allowance, fair value of investments,
fair value of acquired intangible assets and goodwill, useful lives of
intangible assets and property and equipment, deemed value of common stock for
the purpose of determining stock-based compensation, and income taxes, among
others. The Company bases its estimates on historical experience and on various
other assumptions that are believed to be reasonable, the results of which form
the basis for making judgments about the carrying values of assets and
liabilities.





The
Company’s board of directors determines the fair market value of the Company’s
common stock in the absence of a public market for these shares.





Revenue
Recognition





The
Company recognizes revenue from product or service sales in accordance with ASC
605 “Revenue Recognition”.  Four basic criteria must be met before
revenue can be recognized: (1) persuasive evidence of an arrangement exists
(through written sales documentation); (2) delivery has occurred (through
delivery into customer’s tanks and acceptance); (3) the selling price is fixed
and determinable; and (4) collectability is reasonably assured. Determination of
criteria (3) and (4) are based on management's judgments regarding the fixed
nature of the selling prices of the products delivered and the collectability of
those amounts. Provisions for estimated returns and allowances, and other
adjustments are provided for in the same period the related sales are recorded,
although we have not experienced any such items to date and do not expect any
significant provisions in the future. We have no discount, rebate or warranty
programs. The Company defers any revenue for which the product has not been
delivered or is subject to refund until such time that the Company and the
customer jointly determine that the product or service has been delivered /
rendered or no refund will be required. Payments received in advance are
deferred until revenue recognition is appropriate. We have no post-delivery
obligations or bill and hold related to our products / services.





Accounts
Receivable





Trade
receivables are carried at their estimated collectible amounts. Trade credit is
generally extended on a short-term basis; thus trade receivables do not bear
interest. Trade accounts receivable are periodically evaluated for
collectability based on past credit history with customers and their current
financial condition. Allowance for doubtful accounts of accounts receivable was
$0 as of December 31, 2009 and 2008.





Cost
of goods sold





Cost of
sales includes cost of products or outsourced services, direct wages, other
direct costs and shipping costs.





Impairment
of Long-Lived Assets





The
Company follows ASC 360, "Property, Plant and Equipment" which requires that
long-lived assets and certain identifiable intangibles held and used by the
Company be reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. Events
relating to recoverability may include significant unfavorable changes in
business conditions, recurring losses, or a forecasted inability to achieve
break-even operating results over an extended period. The Company evaluates the
recoverability of long-lived assets based upon forecasted discounted cash flows.
Should impairment in value be indicated, the carrying value of the long-lived
assets and certain identifiable intangibles will be adjusted, based on estimates
of future discounted cash flows resulting from the use and ultimate disposition
of the asset.  ASC 360 also requires assets to be disposed of be
reported at the lower of the carrying amount or the fair value less disposal
costs.





F-8





VANITY
EVENTS HOLDING, INC.





NOTES TO
FINANCIAL STATEMENTS (continued)





December
31, 2009 and 2008




Cash and Cash
Equivalents




The
Company considers cash and cash equivalents to consist of cash on hand and
investments having an original maturity of 90 days or less that are readily
convertible into cash are considered to be cash equivalents. As of December 31,
2009, the Company had $1,363,993 in cash and cash equivalents.





Other
Assets





Trademarks
are stated at cost and are to be amortized over their estimated useful
lives.





The
estimated service lives of trademarks and photographs are principally
as follows:





Trademarks
            10-15
      years


Fair
Value of Financial Instruments




The
carrying amounts of the Company’s financial instruments, including cash and cash
equivalents, accounts receivable, accounts payable and accrued liabilities,
approximate fair value because of their short maturities.


Loss
Per Share





The
computation of loss per share is based on the weighted average number of common
shares outstanding during the period presented. Diluted loss per common share is
the same as basic loss per common share as there are no potentially dilutive
securities outstanding (options and warrants).





Income
Taxes





The
Company accounts for income taxes using the asset and liability method
described in Accounting Standard Codification 740 (“ASC 740”) the objective of
which is to establish deferred tax assets and liabilities for the temporary
differences between the financial reporting and the tax basis of the Company’s
assets and liabilities at the enacted tax rates expected to be in effect when
such amounts are realized or settled. A valuation allowance related to deferred
tax assets is recorded when it is more likely than not that some portion or all
of the deferred tax assets will not be realized. The Company recorded a deferred
income tax asset for the effect of net operating loss carry forwards. In
recognition of the uncertainty regarding the ultimate amount of income tax
benefits to be derived, the Company has recorded a full valuation allowance at
December 31, 2009 and 2008.





Recent
Accounting Pronouncements




In
February 2010 the FASB issued Update No. 2010-09 “Subsequent Events (Topic 855)”
(“2010-09”). 2010-09 clarifies the interaction of Accounting Standards
Codification 855 “Subsequent Events” (“Topic 855”) with guidance issued by the
Securities and Exchange Commission (the “SEC”) as well as the intended breadth
of the reissuance disclosure provision related to subsequent events found in
paragraph 855-10-50-4 in Topic 855. This update is effective for annual or
interim periods ending after June 15, 2010. Management is currently evaluating
whether these changes will have any material impact on its financial position,
results of operations or cash flows.





In
February 2010 the FASB issued Update No. 2010-08 “Technical Corrections to
Various Topics” (“2010-08”). 2010-08 represents technical corrections to SEC
paragraphs within various sections of the Codification. Management is currently
evaluating whether these changes will have any material impact on its financial
position, results of operations or cash flows.





F-9





In
January 2010 the FASB issued Update No. 2010-06 “Fair Value Measurements and
Disclosures—Improving Disclosures about Fair Value Measurements” (“2010-06”).
2010-06 requires new disclosures regarding significant transfers between Level 1
and Level 2 fair value measurements, and disclosures regarding purchases, sales,
issuances and settlements, on a gross basis, for Level 3 fair value
measurements. 2010-06 also calls for further disaggregation of all assets and
liabilities based on line items shown in the statement of financial position.
This amendment is effective for fiscal years beginning after December 15, 2010
and interim periods within those fiscal years. The Company is currently
evaluating whether adoption of this standard will have a material impact on its
financial position, results of operations or cash flows.




In
January 2010 the FASB issued Update No. 2010-05 “Compensation—Stock
Compensation—Escrowed Share Arrangements and Presumption of Compensation”
(“2010-05”). 2010-05 re-asserts that the Staff of the Securities Exchange
Commission (the “SEC Staff”) has stated the presumption that for certain
shareholders escrowed share represent a compensatory arrangement. 2010-05
further clarifies the criteria required to be met to establish a position
different from the SEC Staff’s position. The Company does not believe this
pronouncement will have any material impact on its financial position, results
of operations or cash flows.





In
January 2010 the FASB issued Update No. 2010-04 “Accounting for Various
Topics—Technical Corrections to SEC Paragraphs” (“2010-04”). 2010-04 represents
technical corrections to SEC paragraphs within various sections of the
Codification. Management is currently evaluating whether these changes will have
any material impact on its financial position, results of operations or cash
flows.





In
January 2010 the FASB issued Update No. 2010-02 “Accounting and Reporting for
Decreases in Ownership of a Subsidiary—a Scope Clarification” (“2010-02”) an
update of ASC 810 “Consolidation.” 2010-02 clarifies the scope of ASC 810 with
respect to decreases in ownership in a subsidiary to those of a subsidiary or
group of assets that are a business or nonprofit, a subsidiary that is
transferred to an equity method investee or joint venture, and an exchange of a
group of assets that constitutes a business or nonprofit activity to a
non-controlling interest including an equity method investee or a joint venture.
Management, does not expect adoption of this standard to have any material
impact on its financial position, results of operations or operating cash flows.
Management does not intend to decrease its ownership in any of its wholly-owned
subsidiaries.





In
January 2010 the FASB issued Update No. 2010-01 “Accounting for Distributions to
Shareholders with Components of Stock and Cash—a consensus of the FASB Emerging
Issues Task Force” (“2010-03”) an update of ASC 505 “Equity.” 2010-03 clarifies
the treatment of stock distributions as dividends to shareholders and their
affect on the computation of earnings per shares. Management does not expect
adoption of this standard to have any material impact on its financial position,
results of operations or operating cash flows.




F-10





VANITY
EVENTS HOLDING, INC.





NOTES TO
FINANCIAL STATEMENTS (continued)





December
31, 2009 and 2008








NOTE
3 – INVENTORY





Inventories
are stated at the lower of cost or market determined by the first-in, first-out
(FIFO) method. Components of inventories as of December 31, 2009 and 2008
consist of the following.





2009
            
            
            2008Goods
      Available for Sale
            
            $
            17,593
            
            
            $
            2,150





NOTE
4 – PROPERTY AND EQUIPMENT





Property, plant and
equipment





Property,
plant and equipment are stated at cost less accumulated depreciation and
impairment losses. Depreciation is computed using the straight-line method over
the estimated useful lives of the respective assets.





The
estimated useful lives of property, plant and equipment are as
follows:





Leasehold
      improvements
            3 to 7 yearsFurniture
      and fixtures
            4 to 7 yearsComputers,
      telephones, software and equipment
            3 to 7 yearsAutomobiles
            5
      to 7 years





We
evaluate the carrying value of items of property, plant and equipment to be held
and used whenever events or changes in circumstances indicate that the carrying
amount may not be recoverable. The carrying value of an item of property, plant
and equipment is considered impaired when the projected undiscounted future cash
flows related to the asset are less than its carrying value. We measure
impairment based on the amount by which the carrying value of the respective
asset exceeds its fair value. Fair value is determined primarily using the
projected future cash flows discounted at a rate commensurate with the risk
involved.




December
      31,
                2009
              
              
              December
      31,
                2008Furniture
      and fixtures
              
              $
              9,064
              
              
              $
              -Telephone
      equipment
              
              $
              3,739
              
              
              
              -Computers
      and equipment
              
              $
              49,228
              
              
              
              -Software
              
              $
              10,396
              
              
              
              -Automobiles
              
              $
              11,009
              
              
              
              -Total
      Cost Basis
              
              $
              83,435
              
              
              $
              -Accumulated
      depreciation and amortization
              
              $
              (9,526
              )
              
              
              -Property
      and Equipment, net
              
              $
              73,909
              
              
              $
              -




NOTE
5 – RELATED PARTY TRANSACTIONS





The
Company has shareholder loans payable of $ 129,271 at December 31, 2009 and
$314,099 as of December 31, 2008. The loans are non-interest
bearing.





NOTE
6 – STOCKHOLDERS’ EQUITY





Preferred
Stock




The
Company is authorized to issue 50,000,000 shares of preferred stock, with par
value of $0.0001 per share, of which there were none issued and outstanding at
December 31, 2009.




F-11





Common
Stock




The
Company is authorized to issue 350,000,000 shares of common stock, with par
value of $0.0001 per share.  As of December 31, 2009 and 2008, there were
38,349,807 and 27,369,807 shares of common stock issued and outstanding,
respectively.




On
September 26, 2008, the Company affected a 1.7118 for 1 stock split of its
issued and outstanding share of common stock with par value of $.0001 per share.
All references in the financial statements and the notes to financial
statements, number of shares, and share amounts have been retroactively restated
to reflect the stock split.




The
Company issued 21,392,109 shares of its common stock to Vanity Group’s
shareholders in acquiring Vanity Group. Accordingly, as a recapitalization,
there were 26,869,807 shares issued and outstanding of which 5,477,698 shares
issued and outstanding were retained for shareholders prior to reverse
merger.


The
Company issued 500,000 shares of its common stock for legal services of $10,000
or for an average price of $0.02 per share.




In 2009,
the Company sold an aggregate of 10,980,000 shares of its common stock for an
aggregate cash consideration of $2,807,500 or for an average price of $0.256 per
shares per share.




Deposit
for Capital Stock




The
Company received $250,000 in September 2009 as deposit for common stock issuance
agreements entered with certain investors subsequent to December 31, 2009 for
1,000,000 shares of its common stock issued in March 2010.




NOTE
7 - COMMITMENTS AND CONTINGENCIES





Lease
agreements:





The
Company currently operates out of leased property located at 43 West 33rd
Street, Suite 600, New York, New York. The terms of the lease are a two year
term from a related party at a monthly lease cost of $ 5,250. The lease is a
sublet through a company in which one of our Officers is an Officer and
Director. The Company pays the rent directly to the landlord as part of the
agreement. The Company paid $45,628 and $0 in rent and utilities in 2009 and
2008, respectively.





As of
March 1, 2010, the Company added a second location, which operates out of a
leased property located in Flushing, NY. The terms of the lease are month to
month at a monthly lease cost of $ 700.





NOTE
8 – SUBSEQUENT EVENTS


Since
January 1, 2010, the Company has entered consulting and public relations
agreements with several firms. The Company engaged the consulting firms Green
Eagle Corporation, Satellite Advisors Group LLC, and Greenstamp Capital LLC, and
issued 1,000,000 shares of common stock to each for their services. In addition,
various investor relations firms have been working to market the company, and
7,890,000 shares in total have been issued to 6 different entities. In addition,
the legal firm Sichenzia Ross Friedman Ference LLP was issued 500,000 shares in
exchange for legal services.
 
 In March
2010, the Company issued 1,000,000 shares of its common stock in connection with
a private placement for fund received in September 2009, and is presented as a
deposit for capital stock of $250,000 in December 31, 2009’s financial
statements.
 
 In March
2010, the Company closed a private placement of 1,000,000 shares of common stock
to 2 accredited investors pursuant to a Securities Purchase
Agreement.


F-12





On
January 19, 2010, the Company issued 250,000 shares of its common stock to each
of its board members, in the aggregate of 1,000,000 shares. The Board at the
time of issuance included Steven Y. Moskowitz, Eliezer Goldish, Samuel Wolf, and
Ronald Cosman.
 
 On
February 12, the board of directors elected Jerry McDonough as a director of the
company.
 
 During
the course of finalizing our December 31, 2009 financial statements, we
discovered the incorrect inclusion of certain expenses in our 2009’s prior
quarterly financial statements included in the prior Form 10Q filed with the
SEC.  The Company reversed out total of $260,820 expenses that were
incurred from January 1, 2009 through June 30, 2009 on behalf of another
company, but were recorded as the Company’s expenses
erroneously.  These errors were included as expenses on the Company’s
prior quarterly financial statements throughout 2009 until such time as the
Company became aware of the errors and had correctly reversed the expenses out
subsequently.
 
 Management
is in the process of finalizing the corrections to each respective quarterly
financial statements to be amended when finalized.


F-13





ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.





On April
7, 2008, Map V Acquisition, Inc. ("Map V" or the "Company") entered into a Share
Exchange Agreement (the "Agreement") with Vanity Holding Group, Inc., a private
company formed under the laws of Delaware, and the shareholders of Vanity
Holding Group, Inc. (the "Vanity Shareholders") pursuant to which the Company
has agreed to acquire (the "Acquisition"), subject to the satisfaction of the
conditions to closing as outlined in the Agreement, all of the outstanding
shares of common stock of Vanity from the Vanity Shareholders.





In
connection with the Acquisition, the board of directors of the Company dismissed
UHY LLP ("UHY") as the Company's independent registered public accounting
firm.





On March
14, 2008, the Company engaged Drakeford & Drakeford, LLC ("Drakeford") as
its independent registered public accounting firm for the Company's fiscal year
ended December 31, 2007.





On July
15, 2009, the Company dismissed Drakeford as the Company’s independent
registered public accounting firm. The Board’s decision to dismiss Drakeford was
based upon the revocation of the registration of Drakeford by the Public Company
Accounting Oversight Board. As a result of this, the successor firm has to
re-audit the 2008 balances.





On July
30, 2009, the Company engaged Paula S. Morelli CPA P.C. (“Morelli”) as its
independent registered public accounting firm. The engagement of Morelli was
approved by the Company’s Board of Directors on July 17, 2009.





On
February 8, 2010, Vanity Events Holding, Inc. (the “Company”) dismissed Paula S.
Morelli, CPA PC (“Morelli”) as the Company’s independent registered public
accounting firm. The Company's decision was approved by its Board of
Directors.





On
February 3, 2010, the Company engaged RBSM LLP (“RBSM”) as its independent
registered public accounting firm for the Company’s fiscal years ended December
31, 2009. The change in the Company’s independent registered public accounting
firm was approved by the Company’s Board of Directors on February 3,
2010.





ITEM
9A.CONTROLS AND
PROCEDURES.




Evaluation
of Disclosure Controls and Procedures




We
maintain disclosure controls and procedures that are designed to ensure that
material information required to be disclosed in our periodic reports filed
under the Securities Exchange Act of 1934, as amended, or 1934 Act, is recorded,
processed, summarized, and reported within the time periods specified in the
SEC’s rules and forms and to ensure that such information is accumulated and
communicated to our management, including our chief executive officer and chief
financial officer (principal financial officer) as appropriate, to allow timely
decisions regarding required disclosure. During the quarter ended
December 31, 2009 we carried out an evaluation, under the supervision and
with the participation of our management, including the principal executive
officer and the principal financial officer (principal financial officer), of
the effectiveness of the design and operation of our disclosure controls and
procedures, as defined in Rule 13(a)-15(e) under the 1934 Act. Based on
this evaluation, because of the Company’s limited resources and limited number
of employees, management concluded that our disclosure controls and procedures
were ineffective as of December 31, 2009.




Management’s
Report on Internal Control over Financial Reporting




Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting. The Company’s internal control over financial
reporting is designed to provide reasonable assurances regarding the reliability
of financial reporting and the preparation of the financial statements of the
Company in accordance with U.S. generally accepted accounting principles, or
GAAP. Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree or compliance with the policies or procedures may
deteriorate.




12





With the
participation of our Chief Executive Officer and Chief Financial Officer
(principal financial officer), our management conducted an evaluation of the
effectiveness of our internal control over financial reporting as of
December 31, 2009 based on the framework in Internal Control—Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission ("COSO"). Based on our evaluation and the material
weaknesses described below, management concluded that the Company did not
maintain effective internal control over financial reporting as of
December 31, 2009 based on the COSO framework criteria. Management has
identified control deficiencies regarding the lack of segregation of duties and
the need for a stronger internal control environment. Management of the Company
believes that these material weaknesses are due to the small size of the
Company’s accounting staff.  The small size of the Company’s
accounting staff may prevent adequate controls in the future, such as
segregation of duties, due to the cost/benefit of such
remediation.




To
mitigate the current limited resources and limited employees, we rely heavily on
direct management oversight of transactions, along with the use of legal and
accounting professionals. As we grow, we expect to increase our number of
employees, which will enable us to implement adequate segregation of duties
within the internal control framework.




These
control deficiencies could result in a misstatement of account balances that
would result in a reasonable possibility that a material misstatement to our
consolidated financial statements may not be prevented or detected on a timely
basis. Accordingly, we have determined that these control deficiencies as
described above together constitute a material weakness.




In light
of this material weakness, we performed additional analyses and procedures in
order to conclude that our consolidated financial statements for the year ended
December 31, 2009 included in this Annual Report on Form 10-K were fairly
stated in accordance with US GAAP. Accordingly, management believes that despite
our material weaknesses, our consolidated financial statements for the year
ended December 31, 2009 are fairly stated, in all material respects, in
accordance with US GAAP.




This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only management’s report in this Annual
Report on Form 10-K.




Limitations
on Effectiveness of Controls and Procedures




Our
management, including our Chief Executive Officer and Chief Financial Officer
(principal financial officer), does not expect that our disclosure controls and
procedures or our internal controls will prevent all errors and all fraud. A
control system, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system
are met. Further, the design of a control system must reflect the fact that
there are resource constraints and the benefits of controls must be considered
relative to their costs. Because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, within the Company have been
detected. These inherent limitations include, but are not limited to, the
realities that judgments in decision-making can be faulty and that breakdowns
can occur because of simple error or mistake. Additionally, controls can be
circumvented by the individual acts of some persons, by collusion of two or more
people, or by management override of the control. The design of any system of
controls also is based in part upon certain assumptions about the likelihood of
future events and there can be no assurance that any design will succeed in
achieving its stated goals under all potential future conditions. Over time,
controls may become inadequate because of changes in conditions, or the degree
of compliance with the policies or procedures may deteriorate. Because of the
inherent limitations in a cost-effective control system, misstatements due to
error or fraud may occur and not be detected.




Changes
in Internal Controls




During
the fiscal quarter ended December 31, 2009, there have been no changes in our
internal control over financial reporting that have materially affected or are
reasonably likely to materially affect our internal controls over financial
reporting.




ITEM
9B. OTHER INFORMATION





None.




13





PART
III





ITEM
10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSON AND CORPORATE
GOVERNANCES; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.





Our
Directors and Executive officers are:





Name
            
            Age
            
            PositionSteven
      Moskowitz
            
            45
            
            Chief
      Executive Officer, President and DirectorEzzie
      Goldish
            
            26
            
            Chief
      Financial Officer, DirectorSamuel
      Wolf
            
            44
            
            Chief
      Operating Officer, DirectorRonald
      Cosman
            
            60
            
            DirectorJerry
      McDonough (i)
            
            59
            
            Director









Executive
Officers and Directors





Steven
      Moskowitz
            Chief
      Executive Officer, President, and
Director





Steven
Moskowitz has been working for Vanity Holding Group, Inc. as President,
CEO, and Director since May 2007. Mr. Moskowitz currently serves as the COO and
Chief Financial Officer of Spongetech Delivery Systems, Inc. Since January 2008,
Mr. Moskowitz has been serving as President, CEO and Director of Map IV
Acquisition, Inc. and Map VI Acquisition, Inc. He has served as a director of RM
Enterprises International, Inc. since April 2001 and as its Secretary since
March 2, 2004. He has been a director of Western Power and equipment Corp.
(OTCBB) since February 11, 2003. Mr. Moskowitz was a director and CEO of Azurel,
Ltd (OTCBB and subsequently Pink Sheet) from October 31, 2002 to October 10,
2003. He rejoined Azurel from May1, 2004 through July 26, 2004 as CEO and
President. On July 25, 2005, he was elected as CEO and President of Azurel. He
has been director of Tiburon Capital group, a privately held holding
corporation, and since May 2000, he has served as Vice President of ERC Corp., a
privately held marketing consultant. He served as vice President, Marketing and
Business Development for H.W. Carter & Sons, a distributor of children’s
clothing, from 1987 to 2002. He was President of the H.W. Carter & Sons
division of Evolutions, Inc. from 1996 to1997. Mr. Moskowitz served in various
capacities at Smart Style Industries, a manufacturer and distributor of
children’s apparel, from 1986 to 1987 from sales assistant to Vice president
Sales and Marketing. He received his B.S. in Management from Touro College in
1986.





Ezzie
      Goldish
            Chief
      Financial Officer, Director





Mr.
Goldish served as an auditor for RSM McGladrey, Inc. from September 2006 through
July 2008, where he was primarily responsible for the portfolio evaluation of
two of the group’s largest clients with $15 Billion and $6 Billion under
management, respectively. Prior to that, from 2003 until 2006 Mr. Goldish
studied at the Lander College for Men (an Honors Division of Touro College) on a
full academic scholarship where he majored in Accounting. While studying at
Lander College, Mr. Goldish founded and served as Vice-President of the Lander
Accounting Club, and edited and wrote for the Lander Chronicle. Mr. Goldish
continues to serve as the Founder of the Jewish Economics Survey, where he
conducts surveys of the Orthodox Jewish Community, as well as Vice Chairman of
the Lander College Alumni Association, of which he has been a member since
September 2008.





Samuel
      Wolf
            Chief
      Operating Officer, Director





Mr. Wolf
has been employed as a sales associate and office manager at Fairmont Insurance
Brokers Ltd. since July 1988. In July 2003, Mr. Wolf was promoted to Vice
President of Sales & Marketing where he has been actively involved in
growing the Agency’s premiums to $85,000,000 as well as building an extensive
personal book of business. He was also in charge of recruitment and training of
sales people for the company. Mr. Wolf has served as a Board Member in various
charities and is presently a Board Member of a private High School in Long
Island. He was promoted to Chief Operating Officer on April 13,
2010.





14





Ronald
      Cosman
            Director





Ronald
Cosman has been a director since May 2007. Mr. Cosman is currently a senior VP
in marketing and sales at a major defense industry company in Switzerland they
are the worldwide leaders of observation and location devices. Born in
Switzerland, Mr. Cosman went to the University of Zurich and has his masters in
business administration. Mr. Cosman also worked with Ernst & Young as a CPA
for 5 years also worked with IBM and Hewlett Packard for 12 years and a general
manager for Data General in Switzerland.





Jerry
      McDonough
            Director





Mr.
McDonough retired from his position as a Vice President of UPS in March 2006
after 35 years with the company. He successfully oversaw significant growth in
every UPS district he managed, and attained prominent service levels for the
West Long Island district in one of his most recent positions. Mr. McDonough's
distinguished career at UPS was marked by continual advancement in management
positions and significant achievements in the areas of service, quality, safety,
performance, operating ratio and internal opinion surveys. Since February 2007
he served as Chief of Operations at Eagle Rock Group where he served until March
2009 and later as a Vice President of Benjamin Enterprises from April 2009 until
November 2009.





DIRECTOR
INDEPENDENCE





The
following information concerning director independence is based on the director
independence standards of The NASDAQ Stock Market Corporate Governance
Rules.





Ronald
Cosman and Jerry McDonough are independent directors within The NASDAQ Stock
Market's director independence standards. Steven Moskowitz, Sam Wolf, and
Ezzie Goldish are not independent directors. In determining independence, the
Board reviews and seeks to determine whether directors have any material
relationship with the Company, direct or indirect, which would interfere with
the exercise of independent judgment in carrying out the responsibilities of a
director. The Board reviews business, professional, charitable and familial
relationships of the directors in determining independence. The Board has not
designated a separate compensation or nominating committee.





Audit
Committee





Presently,
our Board of Directors is performing the duties that would normally be performed
by an audit committee. We intend to form a separate audit committee, and plan to
seek potential independent directors. In connection with our search, we plan to
appoint an individual qualified as an audit committee financial
expert.





Code
of Ethics





The Board
has not adopted a Code of Ethics.





15





ITEM
11. EXECUTIVE COMPENSATION





Summary
Compensation Table





The
following table sets forth information regarding compensation paid to our
principal executive officer, principal financial officer, and our principal
operating officer:





SUMMARY
      COMPENSATION TABLESalary
            
            
            Bonus
            
            
            Stock
      Awards
            
            
            Option
      awards
            
            
            Non-equity
      incentive plan compensation
            
            
            Change
      in pension value and non qualified deferred compensation
            
            
            All
      Other Compensation
            
            
            TotalName
      and principal positionYear
            
            ($)
            
            
            ($)
            
            
            ($)
            
            
            ($)
            
            
            ($)
            
            
            ($)
            
            
            ($)
            
            
            ($)Steven
      Y. Moskowitz,
            2009
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Chief
      Executive Officer (1)(4)
            2008
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Ezzie
      Goldish,
            2009
            
            
            39,654
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            39,654Chief
      Financial Officer (2)(4)
            2008
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Sam
      Wolf,
            2009
            
            
            19,231
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            19,231Chief
      Operating Officer (3)(4)
            2008
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -








(1)
      Mr. Moskowitz has been the CEO of Vanity since 2006.(2)
      Mr. Goldish has been an employee of Vanity since July 2009 and a Director
      and Officer since September 2009.(3)
      Mr. Wolf has been an employee and Director of Vanity since October 2009.
      He was made an Officer in April 2010.
              (4)
      All Board members in place at the time received 250,000 shares of the
      Company in January 2010.





Steven
Moskowitz – CEO





Mr.
Moskowitz has been the Chairman of the Board of Vanity since 2006. The Company
covers the parking and miscellaneous expenses of Mr. Moskowitz incurred while
working on the Company’s behalf. Mr. Moskowitz has taken upon himself the
payment for the social security, health insurance, and any other social
insurance and benefits. Mr. Moskowitz devotes approximately 120 hours a month in
connection with his management of the Company, and devotes 40% of his working
time to the business and affairs of the Company.





In
addition, Mr. Moskowitz received 250,000 shares of common stock as a member of
the Board in January 2010.





Eliezer
Goldish – CFO





Mr.
Goldish has been an employee of Vanity since July 2009, and a member of the
Board since September 2009. The Company supplies Mr. Goldish with health
insurance and other social insurance and benefits. Mr. Goldish devotes
approximately 225 hours a month in connection with his full-time employment at
the Company, and devotes 100% of his working time to the business and affairs of
the Company. Mr. Goldish received $39,654 in salary compensation in
2009.





In
addition, Mr. Goldish received 250,000 shares of common stock as a member of the
Board in January 2010.





16





Sam
Wolf – COO





Mr. Wolf
has been an employee of Vanity since October 2009, and a member of the Board
since October 2009. The Company supplies Mr. Wolf with health insurance and
other social insurance and benefits. Mr. Wolf devotes approximately 180 hours a
month in connection with his full-time employment at the Company, and devotes
100% of his working time to the business and affairs of the Company. Mr. Wolf
received $19,231 in salary compensation in 2009.





In
addition, Mr. Wolf received 250,000 shares of common stock as a member of the
Board in January 2010.





DIRECTOR
COMPENSATION





The
Company’s directors currently serve without compensation.





Name
            
            Year
            
            Fees
      Earned or Paid in Cash
              ($)
            
            Stock
      Awards
              ($)
            
            Option
              Awards
              ($)
            
            Non-Equity
      Incentive Plan Compensation ($)
            
            Change
      in Pension Value and Nonqualified Deferred Compensation
      Earnings
            
            All
      Other Compensation
              ($)
            
            Total
              ($)Ronald
      Cosman (1)
            
            2009
            
            None
            
            None
            
            
            None
            
            None
            
            None
            
            None
            
            
            NoneJerry
      McDonough (2)
            
            2009
            
            None
            
            None
            
            None
            
            None
            
            None
            
            None
            
            None





(1)
      Mr. Cosman has been a Director of Vanity since 2007 and received 250,000
      shares in January 2010 as a member of the
Board.





(2) Mr.
      McDonough has been a Director of Vanity since February
    2010.





Ronald
Cosman





Mr.
Cosman has been a Director of Vanity since 2007. Mr. Cosman devotes time as
needed to Vanity, taking part in important discussions relevant to the Company’s
future.





In
addition, Mr. Cosman received 250,000 shares of common stock as a member of the
Board in January 2010.





Jerry
McDonough





Mr.
McDonough has been a Director of Vanity since February 2010. Mr. McDonough
devotes time as needed to Vanity, taking part in important discussions relevant
to the Company’s future, advising the Company on matters related to areas of
customer service, quality, safety, and operating performance.





17





ITEM
12. EQUITY COMPENSATION PLAN INFORMATION AND SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.





Equity
Compensation Plan Information





None.





Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters





The
following table sets forth certain information, as of March 31, 2010, with
respect to any person (including any “group”, as that term is used in
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)) who is known to us to be the beneficial owner of more than five
percent (5%) of any class of our voting securities, and as to those shares of
our equity securities beneficially owned by each of our directors and executive
officers and all of our directors and executive officers as a group. Unless
otherwise specified in the table below, such information, other than information
with respect to our directors and executive officers, is based on a review of
statements filed with the Securities and Exchange commission (the “Commission”)
pursuant to Sections 13 (d), 13 (f), and 13 (g) of the Exchange Act
with respect to our common stock. As of March 31, 2010 there were 52,739,807
shares of our common stock issued and outstanding.





The
number of shares of common stock beneficially owned by each person is determined
under the rules of the Commission and the information is not necessarily
indicative of beneficial ownership for any other purpose. Under such rules,
beneficial ownership includes any shares as to which such person has sole or
shared voting power or investment power and also any shares which the individual
has the right to acquire within sixty (60) days after the date hereof,
through the exercise of any stock option, warrant or other right. Unless
otherwise indicated, each person has sole investment and voting power (or shares
such power with his or her spouse) with respect to the shares set forth in the
following table. The inclusion herein of any shares deemed beneficially owned
does not constitute an admission of beneficial ownership of those
shares.





The table
also shows the number of shares beneficially owned as of March 31, 2010 by each
of our individual directors and executive officers, by our nominee directors and
executive officers and by all our current directors and executive officers as a
group.








Name
      of Beneficial Owner (1)
            
            Common
      Stock Beneficially Owned
            
            Percentage
      of Common StockEzzie
      Goldish
            
            250,000
            
            *Ronald
      Cosman
            
            500,000
            
            *Samuel
      Wolf
            
            250,000
            
            *Steven
      Moskowitz (2)
            
            2,076,001
            
            3.9%Highland
      Global Partners, Inc. (3)
            
            4,279,450
            
            8.1%Charles
      Morgan Securities, Inc.
            
            2,640,000
            
            5.0%All
      executive officers and directors as a group (consisting of 4
      individuals)
            
            
            
            5.8%





*
Represents less than 1%.


(1)
      Beneficial Ownership is determined in accordance with the rules of the
      Securities and Exchange Commission and generally includes voting or
      investment power with respect to securities. Shares of common stock
      subject to options, warrants, or convertible debt currently exercisable or
      convertible, or exercisable or convertible within 60 days of March 31,
      2010 are deemed outstanding for computing the percentage of the person
      holding such option or warrant but are not deemed outstanding for
      computing the percentage of any other person. Percentages are based on a
      total of 52,739,807 shares of common stock issued and outstanding on March
      31, 2010, and the shares issuable upon the exercise of options, warrants
      exercisable, and debt convertible on or within 60 days of March 31,
      2010.(2)
      Includes 1,800,001 shares beneficially owned by Mr. Moskowitz through the
      Mindy & Steven Moskowitz Trust.(3)
      Mr. Robert Rubin exercised sole voting power with respect to the shares
      held by Highland Global Partners, Inc.





18





ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE.





We have
not entered into any transactions in which any of our directors, executive
officers, or affiliates, including any member of an immediate family, had or are
to have a direct or indirect material interest.





All of
the above offerings and sales were deemed to be exempt under rule 506 of
Regulation D and Section 4(2) of the Securities Act of 1933, as
amended. No advertising or general solicitation was employed in offering the
securities. The offerings and sales were made to a limited number of persons,
all of whom were accredited investors, business associates of the Company or
executive officers of the Company, and transfer was restricted by the Company in
accordance with the requirements of the Securities Act of 1933. In addition to
representations by the above-referenced persons, we have made independent
determinations that all of the above-referenced persons were accredited or
sophisticated investors, and that they were capable of analyzing the merits and
risks of their investment, and that they understood the speculative nature of
their investment. Furthermore, all of the above-referenced persons were provided
with access to our Securities and Exchange Commission filings.





ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES




Effective
February 2, 2010, RBSM, LLP has served as our independent
auditors.  The aggregate fees billed to us by RBSM LLP, our principal
accountant for professional services rendered during the years ended December
31, 2009 and 2008 in connection with their audits of our December 31, 2009 and
2008 financial statements are set forth in the table below:




Fee
      Category
            
            Fiscal
      year ended
              December
      31, 2009
            
            
            Fiscal
      year ended
              December
      31, 2008Audit
      fees (1)
            
            $
            0
            
            
            $
            0Audit-related
      fees (2)
            
            $
            0
            
            
            $
            0Tax
      fees (3)
            
            $
            0
            
            
            $
            0All
      other fees (4)
            
            $
            0
            
            
            $
            0Total
      fees
            
            $
            0
            
            
            $
            0







(1) Audit
fees consist of fees incurred for professional services rendered for the audit
of financial statements, for reviews of our interim consolidated financial
statements included in our quarterly reports on Form 10-Q and for services that
are normally provided in connection with statutory or regulatory filings or
engagements.




(2)
Audit-related fees consist of fees billed for professional services that are
reasonably related to the performance of the audit or review of our consolidated
financial statements, but are not reported under “Audit fees.”




(3) Tax
fees consist of fees billed for professional services relating to tax
compliance, tax planning, and tax advice.




(4) All
other fees consist of fees billed for all other services.




Audit
Committee’s Pre-Approval Practice.




Prior to
our engagement of our independent auditor, such engagement was approved by our
board of directors. The services provided under this engagement may include
audit services, audit-related services, tax services and other services.
Pre-approval is generally provided for up to one year and any pre-approval is
detailed as to the particular service or category of services and is generally
subject to a specific budget. Pursuant our requirements, the independent
auditors and management are required to report to our board of directors at
least quarterly regarding the extent of services provided by the independent
auditors in accordance with this pre-approval, and the fees for the services
performed to date. Our board of directors may also pre-approve particular
services on a case-by-case basis. All audit-related fees, tax fees and other
fees incurred by us for the year ended December 31, 2009, were approved by our
board of directors.




19





ITEM
15. EXHIBITS





EXHIBIT
      NO.
            
            DESCRIPTION3.1
            
            Articles
      of Incorporation (Incorporated by reference to the Company’s report on
      Form 10-SB, as filed with the Securities Exchange Commission on March 26,
      2007.)3.2
            
            Bylaws
      (Incorporated by reference to the Company’s report on Form 10-SB, as filed
      with the Securities Exchange Commission on March 26,
      2007.)10.1
            
            Stock
      Purchase Agreement (Incorporated by reference to the Company's current
      report on Form 8-K, as filed with the Securities Exchange Commission on
      January 3, 2008.)10.2
            
            Share
      Exchange Agreement dated April 3, 2008 by and among Map V Acquisition,
      Inc., Vanity Holding Group, Inc. and each of the shareholders of Vanity
      Holding Group, Inc. (Incorporated by reference to the Company's current
      report on Form 8-K, as filed with the Securities Exchange Commission on
      April 3, 2008.)10.3
            
            Form
      of Securities Purchase Agreement dated September 1, 2009 (Incorporated by
      reference to the Company's current report on Form 8-K, as filed with the
      Securities Exchange Commission on September 2,
  2009.)10.4
            
            Form
      of Securities Purchase Agreement dated September 17, 2009 (Incorporated by
      reference to the Company's current report on Form 8-K, as filed with the
      Securities Exchange Commission on September 17,
    2009.)10.5
            
            Form
      of Securities Purchase Agreement dated November 23, 2009 (Incorporated by
      reference to the Company's current report on Form 8-K, as filed with the
      Securities Exchange Commission on December 9,
  2009.)31.1
            
            Certificate
      of Principal Executive Officer Pursuant to Section 302 of the
      Sarbanes-Oxley Act. (filed herewith)31.2
            
            Certificate
      of Principal Financial Officer Pursuant to Section 302 of the
      Sarbanes-Oxley Act. (filed herewith)32.1
            
            Certificate
      of Principal Executive Officer Pursuant to Section 906 of the
      Sarbanes-Oxley Act. (filed herewith)32.2
            
            Certificate
      of Principal Financial Officer Pursuant to Section 906 of the
      Sarbanes-Oxley Act. (filed
herewith)





20





SIGNATURES





In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.








VANITY
      EVENTS HOLDING, INC.Date:
      April 19, 2010
            By:
            /s/ Steven
      Y. MoskowitzName: Steven
      Y. MoskowitzTitle: Principal
      Executive OfficerBy:
            /s/ Eliezer
      GoldishName: Eliezer
      GoldishTitle: Principal
      Financial Officer





In
accordance with the Exchange Act, this report has been signed below by the
following persons on April 19, 2010, on behalf of the registrant and in the
capacities Indicated.





Signature
            
            Title
            
            Date/s/
      Steven Y. Moskowitz
            
            Director,
      Chief Executive Officer and President Principal Executive
      Officer
            
            April
      19, 2010Steven
      Moskowitz/s/
      Eliezer Goldish
            
            Director,
      Chief Financial Officer and Principal Financial Officer
            
            April
      19, 2010Eliezer
      Goldish/s/
      Samuel Wolf
            
            Director,
      Chief Operating Officer
            
            April
      19, 2010Samuel
      Wolf/s/
      Ronald Cosman
            
            Director
            
            April
      19, 2010Ronald
      Cosman/s/
      Jerry McDonough
            
            Director
            
            April
      19, 2010Jerry
      McDonough








21