0001013762-12-001516.txt : 20120731 0001013762-12-001516.hdr.sgml : 20120731 20120731135751 ACCESSION NUMBER: 0001013762-12-001516 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120719 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120731 DATE AS OF CHANGE: 20120731 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Vanity Events Holding, Inc. CENTRAL INDEX KEY: 0001393935 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 432114545 STATE OF INCORPORATION: DE FISCAL YEAR END: 1122 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-52524 FILM NUMBER: 12996386 BUSINESS ADDRESS: STREET 1: 43 WEST 33 RD STREET, SUITE 600 CITY: NEW YORK, STATE: NY ZIP: 10001 BUSINESS PHONE: (212) 695-7850 MAIL ADDRESS: STREET 1: 43 WEST 33 RD STREET, SUITE 600 CITY: NEW YORK, STATE: NY ZIP: 10001 FORMER COMPANY: FORMER CONFORMED NAME: MAP V ACQUISITION, INC. DATE OF NAME CHANGE: 20070321 8-K 1 form8k.htm VANITY EVENTS HOLDING, INC. FORM 8-K form8k.htm

 
SECURITIES AND EXCHANGE COMMISSION
 
 WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934
 
Date of Report (date of earliest event reported): July 19, 2012
 
VANITY EVENTS HOLDING, INC.
 
 (Exact name of Company as specified in charter)

 
 Delaware   000- 52524  90-0821117
 (State or Other Jurisdiction of Incorporation)   (Commission File Number)     (I.R.S. Employer Identification Number)
                                                                                                                                                    

1111 Kane Concourse, Suite 304
Bay Harbor Islands, FL  33154
(Address of principal executive offices) (zip code)

 (786) 530-2164
(Registrant's telephone number)

 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of Company under any of the following provisions:
 
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
|_| Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
 
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

   




 
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Item 1.01      Entry into a Material Definitive Agreement.
     
Item 3.02     Unregistered Sales of Equity Securities.
 
On July 19, 2012, Vanity Events Holding, Inc. (the “Company”) entered into a consulting agreement (the “Agreement”) with Sadore Consulting Group LLC (the “Consultant”) pursuant to which the Consultant agreed to provide certain strategic advisory services to the Company for a period of 30 days in consideration for (i) $15,000 and (ii) 250,000 shares of the Company’s common stock.

The shares of common stock are not registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state and were issued in reliance on the exemption from registration afforded by Section 4(2) of the Securities Act and corresponding provisions of state securities laws which exempt transactions by an issuer not involving any public offering.

The foregoing information is a summary of the agreement involved in the transaction described above, is not complete, and is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached as an exhibit to this Current Report on Form 8-K.  Readers should review such agreement for a complete understanding of the terms and conditions associated with this transaction.
 
ITEM 9.01     Financial Statements and Exhibits.
 
(d)           Exhibits.

10.1
Consulting Agreement, dated as of July 19, 2012, by and between Vanity Events Holding, Inc. and Sadore Consulting Group LLC
   
 
 
 
 
 
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SIGNATURES
 
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
  VANITY EVENTS HOLDING, INC.  
       
Dated: July 31, 2012  
By:
/s/ Lloyd Lapidus  
    Name: Lloyd Lapidus  
    Title:   Interim Chief Executive Officer  
       

 
 
 
 
 
 
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EX-10.1 2 ex101.htm EXHIBIT 10.1 ex101.htm
Exhibit 10.1
 
 
 
CONSULTING AGREEMENT
 
 
 
 
    THIS AGREEMENT is made this day of 19th day of July, 2012, by and between Vanity Events Holdings, Inc. (together, the “Company”) and Sadore Consulting Group, LLC.
        
    WHEREAS, the Company desires to procure services from Sadore Consulting Group, LLC. the professional services described in Exhibit A (the “Services”).
 
    WHEREAS,  Sadore Consulting Group, LLC can and desires to provide the Services to the Company; and
 
    NOW, THEREFORE, for good and valuable consideration, including the mutual promises and agreements contained in this Agreement, the receipt and sufficiency of which is acknowledged, the parties agree as follows:                                                                                                             
 
            1.
Term and Renewal.
       
    This Agreement shall commence on the date hereof and shall continue for 30 days.
        
 2. 
Compensation
        
    The Company agrees to pay to Sadore Consulting Group, LLC fees in an amount of fifteen thousand dollars ($15,000) within three business days from the effective date of this agreement.  In addition, the company agrees to issue 250,000 shares of common stock of Vanity Events Holdings, Inc
 
 3.
Severability.
        
    Unless otherwise provided herein, if any of the terms of this Agreement is determined invalid or unenforceable, in whole or part, for any reason, that portion is severable from the rest of the Agreement. No other part of this Agreement will be invalid due to the invalidity of one term and the rest of the Agreement shall remain fully enforceable.
 
            4. 
Governing Law.
        
    This Agreement is made and entered into in the State of New York and shall be governed and construed in accordance with New York law, without regard to its conflict of laws principles.
        
            
             5. 
Nonwaiver.
        
            The waiver by a party of a breach of any provision of this Agreement shall not operate to waive any subsequent breach or as a waiver of any other provision of this Agreement.
        
            6.
Modification.
        
    Any modification of this Agreement shall be ineffective and unenforceable unless it is in writing and signed by all Parties.
 
 
 
 
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            7. 
Assignment.
        
            Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other.
        
    The parties are in agreement of the above contract and have caused it to be in effect by their signatures below.
 
 
Vanity Events Holdings, Inc
 
       
 
 
/s/Lloyd Lapidus  
   
By:  Lloyd Lapidus
 
       
       
 
 
SADORE CONSULTING GROUP, LLC
 
       
 
 
/s/Adam Sohn  
   
By:  Adam Sohn
 
       
       
        
        
 
 
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Exhibit A

Services

--Synthesize all existing materials provided by executive management of Vanity Events Holding, Inc. into a single corporate presentation that best underscores the company's vision, growth strategy, and ability to execute; presentation will be delivered to the company no later than August 15th and will be ideally suited for investors but able to be adapted for other business development efforts
 
--Based upon the narrative developed in the corporate presentation (described above), develop and deliver to the company no later than August 25, 2012 a communication strategy which will be used to develop visibility for Vanity Events Holding, Inc. with key stakeholders
 
--Provide media training for up to two senior executives of Vanity Events Holding, Inc.

--Support outreach efforts as appropriate for both business and consumer-oriented media.

 
 
 
 
 
 
 
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