Minecraft 1.7.4 Out of memory

I was playing on survival/creative, then my game crashed. the launcher said that minecraft has ran out of memory, so I got this:

Minecraft Crash Report ----
// Quite honestly, I wouldn't worry myself about that.

Time: 17/01/14 5:37 PM
Description: Registering texture

java.lang.OutOfMemoryError: unable to create new native thread
at java.lang.Thread.start0(Native Method)
at java.lang.Thread.start(Unknown Source)
at bqk.a(SourceFile:102)
at bqy.a(SourceFile:72)
at bma.a(SourceFile:87)
at bma.b(SourceFile:78)
at bma.n(SourceFile:46)
at bma.<init>(SourceFile:35)
at bme.<init>(SourceFile:23)
at bjw.a(SourceFile:268)
at fs.a(SourceFile:76)
at fs.a(SourceFile:16)
at ef.a(SourceFile:164)
at bjz.e(SourceFile:212)
at azi.p(SourceFile:1286)
at azi.ah(SourceFile:760)
at azi.f(SourceFile:711)
at net.minecraft.client.main.Main.main(SourceFile:152)

A detailed walkthrough of the error, its code path and all known details is as follows:
---------------------------------------------------------------------------------------

– Head –
Stacktrace:
at java.lang.Thread.start0(Native Method)
at java.lang.Thread.start(Unknown Source)
at bqk.a(SourceFile:102)

– Resource location being registered –
Details:
Resource location: minecraft:cloaks/itsVisuals
Texture object class: bqk
Stacktrace:
at bqy.a(SourceFile:72)
at bma.a(SourceFile:87)
at bma.b(SourceFile:78)
at bma.n(SourceFile:46)
at bma.<init>(SourceFile:35)
at bme.<init>(SourceFile:23)
at bjw.a(SourceFile:268)
at fs.a(SourceFile:76)
at fs.a(SourceFile:16)
at ef.a(SourceFile:164)
at bjz.e(SourceFile:212)

I went to my minecraft launcher again, and went to edit profile. I clicked on the "JVM Arguments" (Turned on it and edited the settings) and did -Xmx1500m. I went in a minecraft world and when I pressed F3. In the top right corner i saw that I used 1450mb?? I just expanded the memory and it still won't work. even putting the memory back to default (1gb) won't work. The worst part is that when something blows up, I also crash! I need help! someone help me PLEASE D: