ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
The Company entered into an Agreement of Merger and Reorganization on
December 31, 2013. The information contained in the section titled "Item 2.01 Completion of Acquisition or Disposition of Assets" below is responsive to this Item 1.01. 2
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
CLOSING OF AGREEMENT OF MERGER AND REORGANIZATION
Pursuant to an Agreement of Merger and Reorganization dated
December 31, 2013(the "Agreement") between Vanity Events Holding, Inc., VAEV Merger Sub, Inc., and Propalms Ltd., VAEV Merger Sub merged with Propalms and all of the issued and outstanding shares of Propalms were exchanged for 80,200,000 common shares of Vanity Events Holding, Inc.Propalms. is a cloud computing company that develops software productivity products that allow its customers secure access to centrally managed Desktops or Software Applications and to work and collaborate from anywhere, accessing enterprise apps and data on any of the latest devices, as easily as they would in their own office- simply and securely. Name Change As soon as practicable the Company will file an Amendment to the Articles of Incorporation requesting the state of Delawareand FINRA to change its name from " Vanity Events Holding, Inc." to the new name " Thinspace Technology, Inc." All of the company's filings will reflect this new name when the process is completed with the state and federal agencies. General MattersThe securities of Vanity Events Holding, Inc.that were issued to the stockholders of Propalms upon the closing of the share exchange agreement have not been and will not be registered under the Securities Act of 1933, or under the securities laws of any state in the United States, and were issued in reliance upon an exemption from registration under the Securities Act of 1933. The securities may not be offered or sold in the United Statesabsent registration under the Securities Act of 1933, or an applicable exemption from such registration requirements.
We have determined to treat the acquisition of
FORM 10 INFORMATION
April 2, 2008, the Company entered into a Share Exchange Agreement with Vanity Holding Group, Inc.(" Vanity Group") and Vanity Group'sthen 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 pre-reverse split shares of its common stock) to the shareholders of Vanity Group. Upon consummation of the acquisition, Vanity Groupbecame a wholly-owned subsidiary of the Company. Subsequent to the completion of the reverse merger acquisition, the Company filed a Certificate of Amendment with the Delaware Secretary of Statechanging its name from " Map V Acquisition, Inc." to " Vanity Events Holding, Inc." in 2008. On December 31, 2010, the Company entered into a share exchange agreement ("Exchange Agreement") by and among the Company, Shogun Energy, Inc., a South Dakotacorporation ("Shogun"), Shawn Knapp, the principal shareholder of Shogun (the "Principal Shareholder") and the other shareholders of Shogun (the "Shogun Shareholders" and collectively with the Principal Shareholder, the "Shareholders"). Pursuant to the terms of the Exchange Agreement, the Shareholders exchanged an aggregate of 100% of the issued and outstanding shares of capital stock of Shogun in exchange for 500,000 shares of the Company's Series A Preferred stock (the "Exchange"). Each share of Series A Preferred stock is entitled to 1,604 pre-reverse split votes per share and is be convertible into 1,604 pre-reverse split shares of the Company's common stock. Upon filing an amendment to the Company's certificate of incorporation to increase the number of shares of authorized common stock so that there were an adequate amount of shares of authorized common stock for issuance upon conversion of the series A preferred stock (the "Amendment"), the shares of series A preferred stock be automatically converted into an aggregate of 802,000,000 pre-reverse split shares of the Company's common stock. The closing of the transaction took place on December 31, 2010. Upon the closing of the Exchange, the Company shifted its operations to focus on the business of Shogun. 3
June 30, 2011the Company, Shogun, Mr. Knapp, Roxanne Knapp("Mrs. Knapp") and the Shareholders entered into a rescission agreement (the "Rescission Agreement") pursuant to which, upon closing (the "Closing Date"), the Exchange Agreement was rescinded, any and all obligations of any party arising from such Exchange Agreement, were, in all respects, deemed to be null and void and of no further force and effect (the "Rescission"). Furthermore, upon closing, no party to the Exchange Agreement shall have any further obligations of any nature whatsoever with respect to the other parties pursuant to or arising from the Exchange Agreement. On July 26, 2011, a majority of the voting capital stock of the Company took action in lieu of a special meeting of stockholders authorizing the Company to enter into the Rescission Agreement. The closing of the transactions contemplated by the Rescission Agreement took place on September 20, 2011. The rescission has been accounted for as a spin-off of Shogun by Vanity. On September 30, 2011, the Board of Directors and a majority of the voting capital stock of the Company took action by written consent authorizing the Company to amend its Certificate of Incorporation, as amended, to (1) effect a reverse stock split of the Company's issued and outstanding shares of common stock, par value $.001per share (the "Common Stock") at the ratio of 300-for-1 (the "Reverse Stock Split"), and (2) increase the number of authorized shares of Common Stock of the Company from 350,000,000 shares to 500,000,000 shares (the "Authorized Capital Change" and collectively with the Reverse Stock Split, the "Corporate Actions"). The Authorized Capital Change became effective on November 18, 2011. The reverse stock split became effective on February 10, 2012. Unless otherwise stated, all share and per share amounts in these financial statements have been retroactively restated to reflect the effects of the reverse stock split. Beginning in 2012, management decided to evolve its business strategy from a licensing and marketing company to an e-commerce transactional business where the Company's management felt it had the relevant core competency and experience to successfully build value for the Company's shareholders. On February 29, 2012, the Company entered into a domain name assignment agreement with Greg Pippo, the Company's former chief financial officer ( "Pippo"), pursuant to which Pippo assigned all of his rights, title and interest and goodwill in or associated with the domain names www.buyborroworsell.com and www.buyborroworsell.net (the "Domain Names"), together with any unregistered or registered trademarks, service marks, copyrights or other intellectual property or property rights based on or in any way related to the Domain Names. On April 4, 2012, the Company entered into an asset purchase agreement (the "Aegis Agreement") with Aegis Worldwide, LLC, an entity controlled by Pippo ( "Aegis"), pursuant to which Aegis agreed to sell, transfer, convey, and deliver to the Company, all of Aegis's right, title and interest and goodwill in or associated with certain domain names (the "Aegis Domain Names") along with any information or materials proprietary to Aegis that relate to the business or affairs associated with the Aegis Domain Names which is of a confidential nature, including, but not limited to, trade secrets, information or materials relating to existing or proposed products (in all and various stages of development), "know-how", marketing techniques and materials, marketing and development plans and pricing policies (the "Assets"). Pursuant to an Agreement of Merger and Reorganization dated December 31, 2013(the "Agreement") between Vanity Events Holding, Inc., VAEV Merger Sub, Inc., and Propalms Ltd., VAEV Merger Sub merged with Propalms and all of the issued and outstanding shares of Propalms were exchanged for 80,200,000 common shares of Vanity Events Holding, Inc.Propalms is a cloud computing company that develops software productivity products that allow its customers secure access to centrally managed Desktops or Software Applications and to work and collaborate from anywhere, accessing enterprise apps and data on any of the latest devices, as easily as they would in their own office- simply and securely. Description of Business Overview Propalms is a cloud computing company that develops software productivity solutions that allow its customers secure access to centrally managed Desktops or Software Applications and to work and collaborate from anywhere, accessing enterprise apps and data on any of the latest devices, as easily as they would in their own office- simply and securely.
Propalms cloud computing solutions help IT and service providers build both private and public clouds, leveraging virtualization and networking technologies to deliver high-performance, elastic and cost-effective services for mobile workstyles.
Propalms products have been designed to suit the needs of all sizes of organisations from 5 to 50,000+ users. Customers have found Propalms products to . . .
ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
December 31, 2013Thalia Woods Management and the Company agreed that Thalia Woodswould forbear from exercising its super voting rights for a period of three years. The Parties have also agreed that the Company can redeem the shares for $300,000.
ITEM 5.02 CHANGE IN OFFICERS AND DIRECTORS
Effective as the closing of the share exchange agreement detailed in Item 2.01, on
December 31, 2013, Philip Ellettresigned as CEO and director of the company. Mr. Scott Weiselbergalso resigned as a director on that date. Effective as of the closing of the Agreement of Merger and Reorganization on December 31, 2013, Robert Zysblat and Owen Dukes, were appointed as directors of the company and Mr. Zysblat was appointed as President and Mr. Dukesas Chief Executive Officer. These individuals will serve as board members for a term of three years. DIRECTORS AND EXECUTIVE OFFICERS The following individuals serve as directors and executive officers of our company. All directors of our company hold office for three years or until their successors have been elected and qualified. The executive officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office. Name Position Age Date First Elected or Appointed
Robert Zysblat President and Director 56 December 31, 2013
42 December 31, 2013 Business Experience The following is a brief account of the education and business experience during at least the past five years of each director and executive officer, indicating the person's principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out. 7
-------------------------------------------------------------------------------- Robert Zysblat - President and Director - Mr. Zysblat has a well known entrepreneurial track record in the security software industry and has successfully led and sold a number of significant messaging companies. In 1996 he purchased 100% of the shares of
Computer Communications Ltd, becoming its CEO, and successfully sold this business in an management buyout in July 2001. In December 2000, he purchased 5th Generation Messaging, becoming its CEO and sold all his stock in July 2002. In September 2002, he purchased MSS communications becoming its Chairman, and sold the business in 2004. Mr. Zysblat has been with Propalms Ltd.since July 2005. He was appointed CFO and became a director of Jenna Lanein December 2006and assumed the positions of Chairman and Chief Financial Officer as part of the merger with the Company in January 2007. In September 2010, Mr Zysblat led a successful management buyout of Propalms Ltdfrom its parent company. Owen Dukes- Chief Executive Officer and Director- In July 2005, Mr. Dukesbecame a director of Propalms Ltd.and upon its formation in 2006, he was appointed CEO of the Company. Mr. Dukeshas twenty years of extensive industry experience. He worked for Phoenix Software, the leading Microsoft reseller, as their UKchannel manager from 1993 to 2000. Mr. Dukesthen worked as Business Development Manager for Surf Control PLC, from 2000 to 2001, building up their UKmarket to a multi-million pound enterprise. Also in 2000, he launched Arc Technology Distribution Ltd, and purchased two other distributors, Unidirect Ltdand IPconnect Ltd. Mr. Dukesresigned from ARC in 2006. Mr. Dukeswas appointed CEO and a director of Jenna Lanein December 2006and assumed those same positions as part of the merger with the Company in January 2007.In September 2010, Mr Dukesled a successful management buyout of Propalms Ltdfrom its parent company. Michael Brodsky- Director. Mr. Brodskyhas been director of the Company since February 27, 2012. Mr. Brodskyhas served as president of Thalia Woods Management, Inc., a company that makes direct investments in public and private companies, since June 2009. From April 2004to June 2009, Mr. Brodskyserved as president and chief executive officer of Venture Investment Group, a company that makes direct investments in public and private companies. From February 2007to May 2008, Mr. Brodskyserved as manager in charge of worldwide logistics at Resnick Supermarket Equipment Corp.The Company believes Mr. Brodsky'sexperience as an investor in public and private companies gives him the qualifications and skill to serve as a director.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Principal Stockholders and Management The following table provides certain information regarding the ownership of our preferred stock, as of
December 31, 2013by:
· Each of our named executive officers;
· Each of our director;
· Each person known to us to own more than 5% of our outstanding common stock;
· All of our executive officers and directors and as a group.
Amount and Nature of Beneficial Percentage of Name and Address of Beneficial Owner Title of Class Ownership (1) Class (2) Robert Zysblat Common 38,500,000 43.96 % Owen Dukes Common 38,500,000 43.96 % Michael Brodsky(3) Common 250,000 0.28 % Sullivan Wayne Partners, LLC Common 5,000,000 5.71 % Notes (1) Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable. Beneficial ownership is determined in accordance with the rules of the
SECand generally includes voting or investment power with respect to securities.
(2) Percentage of ownership is based on the issued and outstanding of the common shares as of the closing of the Agreement and Plan for Merger and Reorganization.
(3) Each share of Series B Preferred Stock held by
Thalia Woods Management, Inc.is entitled to 1,000 votes per share which voting right shall be non-dilutive for a period of one year from the date of issuance and is convertible at any time into shares of the Company's common stock at a conversion price equal to $0.30per share or an aggregate of 250,000 shares of the Company's common stock. Michael Brodskyhas sole voting and dispositive power over the shares held by Thalia Woods Management, Inc.8 -------------------------------------------------------------------------------- Changes in Control Except as otherwise provided herein with regard to the Agreement and Plan for Merger and Reorganization, we are unaware of any arrangement the operation of which may at a subsequent date result in a change of control of our company. Family Relationships There are no family relationships among our directors or officers. Involvement in Certain Legal Proceedings None of our directors or executive officers have been involved in any of the following events during the past ten years:
(a) Any bankruptcy petition filed by or against any
business of which such person was a general partner
or executive officer either at the time of the
bankruptcy or within two years prior to that time;
(b) Any conviction in a criminal proceeding or being
subject to a pending criminal proceeding (excluding
traffic violations and other minor offences);
(c) Being subject to any order, judgment, or decree, not
subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;
(d) Being found by a court of competent jurisdiction (in
a civil action), the
Securities and Exchange Commissionor the Commodity Futures Trading Commissionto have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
(e) Being the subject of, or a party to, any federal or
state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (i) any federal or state securities or commodities law or regulation; or (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease- and-desist order, or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
(f) Being the subject of, or a party to, any sanction or
order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as . . . ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (a) The audited financial statements of the company acquired shall be provided by amendment to this Current Report on form 8-K not later than 71 calendar days after the date that the initial report on Form 8-K must be filed. (b) Exhibits 4.1 Designation of Series C Preferred Shares 10.1 Agreement and Plan of Merger and Reorganization 10.2 Stock Purchase Agreement 10.3 Convertible Note 11