Company Reports Revenue Growth and Positive
Outlook
Percentage signs have been added to figures in the second and
third paragraph.
The corrected release reads:
VESTIAGE RELEASES FIRST QUARTER 2014
RESULTS
Company Reports Revenue Growth and Positive
Outlook
Vestiage™, Inc. ("VEST"), the "Healthy- Aging" Company announced
today that it has released its First Quarter 2014 financial
results. The Company owns both the RegiMEN ™ and the Monterey Bay
Nutraceuticals ™ natural supplement lines as well as additional
intellectual property in the healthy aging arena.
Scott Kimball, CEO of Vestiage, Inc. said, "We were coming off a
very low base in fourth quarter 2013, but we did deliver positive
revenue growth from both our channels, nearly 500% quarter to
quarter overall. March direct response revenue was up 164% over
February's results, retail sales were up almost 400% quarter to
quarter, and we now have better visibility into future quarters.
Our cost per customer in direct response declined nicely during the
first quarter but can improve further through our optimization
efforts. Our existing retail customers such as Hi Health Stores,
GNC, and distributors such as Europa continued to order in
increasing amounts and frequency due to successful sell through.
Our business model has good operating leverage and our initiatives
are focused on driving sales and driving the Company to
profitability as quickly as possible."
Vestiage recorded total revenue of $144,494 for the first
quarter of 2014, an increase of almost 500% from the fourth quarter
of 2013. "Our gross margin was 48%, and we expect both sales and
gross margin to increase next quarter," Kimball stated. "Our EBITDA
loss was $717,025 which we expect to narrow next quarter and was
the result of the expenses related to the launch of the RegiMEN
product line into national media, one-time accounting, legal, and
consulting expenses related to our expansion and fund raising. We
also had expenses related to legal, accounting, consulting, and
commissions that were larger than usual due to our filings and
capital raising. We purchased equipment and leased new space to
house our new internal marketing team. Media alone was over 40% of
our EBITDA loss. We expect to show investors the return on that
media investment in the second quarter and beyond as the continuity
program gathers steam. These expenses were necessary to take
Vestiage to the next level. We have initiatives in place to drive
the Company to profitability as soon as possible. With our
operating leverage and our visibility into next quarter, we expect
to see increasing sales and gross margin in the next quarter."
The Company launched a national radio campaign in mid-January.
"Based upon the initial results, we are more confident than ever
that RegiMEN can become a major brand that men over 30 will trust
to deliver results," said Kimball. "From the beginning we loved the
brand because of the loyalty of its customers. The initial loyalty
results, a measure we call retention, indicates to us and our
partners that RegiMEN is a quality product line with results that
consumers feel and want to continue with on a monthly basis. This
should become more evident to investors over the next 2-3 quarters,
and we have a second exciting product being prepared for launch in
our Monterey Bay Nutraceuticals line designed specifically for
women. I think the important thing to recognize about Vestiage is
that we believe that life deserves vitality. That is Vestiage's
core mission and vision, our reason why we do what we do. We happen
to be selling high margin, branded consumable products to the best
demographic you could ask for...the health and wellness 'boomer
consumer' that desires to stay active longer and enjoy a life
filled with vitality. As a result, our products are resonating with
this consumer group, a group that we feel we understand very well.
This clear understanding and connection to our consumer is a part
of our Company DNA and intellectual property. We are building a
recurring revenue stream from loyal continuity customers, buying on
a monthly basis. We also plan on delivering exciting products that
provide potential upside beyond the RegiMEN brand. The first
quarter of 2014 shows investors that our strategy of attacking the
market through both retail and direct response channels can work
simultaneously and can have synergies in media, fulfillment and
production.
FIRST QUARTER 2014 ACCOMPLISHMENTS
During the first quarter of 2014 the Company:
- Recorded the Company's first direct
response sales which were responsible for roughly 47% of gross
sales for the quarter versus nil in the previous quarter.
- Grew retail sales by 399% in the first
quarter of 2014 compared to the fourth quarter of 2013.
- Increased amount and frequency of
re-orders for RegiMEN from established customers of the RegiMEN
line.
- Acquired additional intellectual
property related to the Company's brands and products.
- Completed the initial scripting of the
RegiMEN direct response television advertisements.
- Engaged Manhattan Media and Advertising
Law as legal counsel for media, endorsement, label and script
reviews and regulatory related matters.
- Engaged Anton and Chia as the Company's
audit firm to complete the Company audit of 2012 and 2013 tax
years.
- Engaged Payne and Fears law firm for
employment law matters.
- Established an experienced internal
marketing team.
- Implemented the call center to support
the direct response advertising.
- Began previewing the Monterey Bay
Nutraceuticals line to select retailers, distributors and brokers
in the retail channel.
- Completed the formulation and R&D
for new products for both RegiMEN and Monterey Bay
Nutraceuticals.
- The Company's digital team made further
improvements to its websites and landing pages and scheduled the
start of the re-design of the RegiMEN website in addition to
working on SEO, PPC, and scheduling the Company's social media
strategy, outbound email continuity program and implementation of
the Company's CRM program. The www.BuyRegiMEN.comsite will be completely rebuilt
and will be launched in Q2 with the new URL www.RegiMENLife.com.
OUTLOOK
Kimball stated, "We are driving towards profitability, we have
some visibility into the next quarter due to our continuity
program, so we expect that second quarter 2014 revenue and gross
margin should be up nicely over this past quarter and our EBITDA
loss should narrow as a result, assuming no unforeseen events or
circumstances. Retail looks like it will build in Q3 and Q4 as we
add new retailers throughout the year. By this time next year,
Vestiage should have two exciting brands in the market, one for men
and one for women, selling in multiple channels. This is the
plan."
About Vestiage ™
Vestiage ™ (stock symbol "VEST") is a publicly traded healthy
aging company. The Company offers premium branded science-based
nutraceuticals to a premium consumer base through multiple
channels. The Company is a sales, marketing, and distribution
company specializing in bringing science-based products to the
healthy aging consumer. The Company utilizes key partners to
integrate production, fulfillment, customer service, advertising,
sales, media, marketing, distribution, new product development and
acquisitions. Vestiage ™ is focused on the use of the best
ingredients from the ocean and earth, including cutting edge,
patented, clinically proven ingredients to produce highly potent,
elegantly formulated products. Using potency that matches the
clinical results, and novel ingredient combinations, Vestiage ™
creates and distributes nutraceuticals such as RegiMENTM for men
(www.BuyRegiMEN.com) and the multifunctional Monterey Bay
Nutraceuticals ™ line for women. (www.MontereyBayNutra.com)
Vestiage ™ brands address the top "in demand" healthy aging
concerns of men and women. Vestiage ™ research is focused on
extending the active period of a human life covering both the
cognitive and physical realms. To learn more, visit the Company
website, www.vestiageinc.com.
As with many fast growing companies, our growth is dependent
upon adequate funding for inventory, media, general overhead,
professional fees, technology, salaries and other expenses related
to the business. We have been able to obtain this funding to date,
however, should we be unable in the future to obtain appropriate
funding to pay our expenses and media at current levels, our
growth, and our financial stability, may be negatively
impacted.
This Press Release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
with respect to our financial condition, results of operations and
business. These forward looking statements can be identified by the
use of terms such as "believe," "expects," "plan," "intend," "may,"
"will," "should," "can," or "anticipates," or the negative thereof,
or variations thereon, or comparable terminology, or by discussions
of strategy. These statements involve known and unknown risks,
uncertainties and other factors that may cause industry trends or
our actual results to be materially different from any future
results expressed or implied by these statements. Important factors
that may cause our results to differ from these forward-looking
statements include, but are not limited to: (i) changes in or new
government regulations or increased enforcement of the same, (ii)
unavailability of desirable acquisitions or inability to complete
them, (iii) increased costs, including from increased raw material
or energy prices, (iv) changes in general worldwide economic or
political conditions, (v) adverse publicity or negative consumer
perception regarding nutritional supplements, anti-aging or stem
cell facial care products or stem cell technology in general, (vi)
issues with obtaining raw materials of adequate quality or
quantity, (vii) litigation and claims, including product liability,
intellectual property and other types, (viii) disruptions from or
following acquisitions including the loss of customers, (ix)
increased competition, (x) slow or negative growth in the
anti-aging or cosmetics, beauty, or nutritional supplement industry
or the healthy foods or anti-aging channel, (xi) the loss of key
personnel or the inability to manage our operations efficiently,
(xii) problems with information management systems, manufacturing
efficiencies and operations, (xiii) insurance coverage issues,
(xiv) the volatility of the stock market generally and of our stock
specifically, (xv) increases in the cost of borrowings or
unavailability of additional debt or equity capital, or both, or
fluctuations in foreign currencies, and (xvi) interruption of
business or negative impact on sales and earnings due to acts of
God, acts of war, terrorism, bio-terrorism, civil unrest and other
factors outside of our control.
JOHN A. GRAHAM & ASSOCIATES
CERTIFIED PUBLIC ACCOUNTANTS
18019 Sky Park Circle, Suite H Irvine, California 92614
John A. Graham, CPA
Office: (949)752-7466
Pamela M. Riederich, CPA
Fax: (949)752-7499
Accountants' Compilation Report
To the Board of Directors Vestiage, Inc. Newport Beach,
California We have compiled the accompanying consolidated
balance sheets of Vestiage, Inc. as of March 31, 2014 and December
31, 2013; the consolidated statements of operations for the three
months ended March 31, 2014 and 2013; and the consolidated
statements of cash flows for the three months ended March 31, 2014
and 2013. We have not audited or reviewed the accompanying
financial statements and, accordingly, do not express an opinion or
provide any assurance about whether the financial statements are in
accordance with accounting principles generally accepted in the
United States of America. Management is responsible for the
preparation and fair presentation of the fmancial statements in
accordance with accounting principles generally accepted in the
United States of America and for designing, implementing and
maintaining internal control relevant to the preparation and fair
presentation of the financial statements.
Our responsibility is to conduct the
compilation in accordance with Statements on Standards for
Accounting and Review Services issued by the American Institute of
Certified Public Accountants. The objective of a compilation is to
assist management in presenting financial information in the form
of financial statements without undertaking to obtain or provide
any assurance that there are no material modifications that should
be made to the financial statements.
We are not independent with respect to Vestiage, Inc.
John A. Graham & Associates
April 29, 2014
Vestiage, Inc. Consolidated
Balance Sheets March 31,
December 31, 2014 2013 (Unaudited) (Unaudited)
ASSETS
Current Assets Cash and cash equivalents $
219,661 $ 235,185 Accounts receivable 60,892 14,927 Note receivable
- officer (7) 51,990 40,490
Inventory
130,602 74,452 Prepaid expenses 140,748 67,342
Total Current Assets
603,893 432,396
Fixed Assets, net 27,945 10,830
Other Assets Goodwill (4) 225,000 225,000
Trademarks and brands (4) 750,000 750,000 Other intangible assets,
net (4) 501,667 522,381 Other assets 10,610
4,645 Total Other Assets 1,487,277
1,502,026
Total Assets $ 2,119,115
$ 1,945,252 March 31, December
31, 2014 2013 (Unaudited) (Unaudited)
LIABILITIES AND
STOCKHOLDERS' EQUITY
Current Liabilities Accounts payable 109,028
35,843 Accrued expenses 21,977 27,096
Total Current Liabilities 131,005 62,939
Long Term
Liabilities
Convertible notes payable (5)
1,250,000 1,200,000
Total
Liabilities 1,381,005 1,262,939
Stockholders' Equity Preferred Stock, $0.001
par value, 10,000,000 shares authorized, no shares issued and
outstanding - - Common Stock, $0.001 par value, 500,000,000 shares
authorized, 54,151,087 shares issued and outstanding a/o 3/31/2014
46,062,515 shares issued and outstanding a/o 12/31/2013 54,151
46,062 Additional paid-in-capital 2,136,646 1,282,235 Retained
earnings (645,984 ) (57,514 ) Net loss (806,703 )
(588,470 ) Total Stockholders' Equity 738,110
682,313
Total Liabilities and Stockholders'
Equity
$ 2,119,115 $ 1,945,252
Vestiage, Inc. Consolidated Statements of
Operations Three Months Ended March
31, 2014 2013 (Unaudited) (Unaudited)
Revenues $ 144,494 $ 32 Cost of Sales (75,120
) (916 ) Gross Profit 69,374 (884 )
Operating Expenses Salaries - officers 41,708 25,000
Consulting 61,820 - General and administrative 727,710
23,566 Total Operating Expenses
831,238 48,566
Loss from
Operations (761,864 ) (49,450 )
Other
Income & Expenses Interest income - - Interest
expense (23,438 ) - Amortization expense (20,714 ) - Depreciation
expense (687 ) (145 ) Total Income & Other
Expenses (44,839 ) (145 )
Loss Before
Income Taxes (806,703 ) (49,595 ) Provision For Income
Taxes - -
Net Loss
$ (806,703 ) $ (49,595 )
Vestiage, Inc. Consolidated Statements of
Cash Flows Three Months Ended March
31, 2014 2013 (Unaudited) (Unaudited)
Cash
Flows From Operating Activities: Net loss $ (806,703 ) $
(49,595 ) Adjustments to reconcile net loss to net cash used
by
operating activities:
Depreciation and amortization 21,401 145 Changes in
operating assets and liabilities: Change in accounts receivable
(45,965 ) - Change in inventory (56,152 ) - Change in prepaid
expenses (73,406 ) - Change in accounts payable 73,185 (470 )
Change in accrued officers compensation - 17,903 Change in accrued
expenses (5,117 ) - Net Cash Used in
Operating Activities (892,757 ) (32,017 )
Cash Flows From Investing Activities: Purchase of
equipment
(17,802
)
(873 ) Change in note receivable - officer (11,500 ) - Change in
other assets (5,965 ) 3,579 Net Cash
Used in Investing Activities (35,267 ) 2,706
Cash Flows From Financing Activities: Proceeds
from convertible notes 50,000 - Proceeds from sale of common stock
757,500 30,500 Common stock issued in exchange for services
105,000 - Net cash provided by
financing activities 912,500 30,500
Net Increase (decrease) in cash (15,524 ) 1,189
Cash at Beginning of Period 235,185
-
Cash at End of Period $ 219,661
$ 1,189
Vestiage, Inc.Notes to Financial Statements
NOTE 1- BASIS OF PRESENTATION
The Company incorporated on March 22, 2012 under the laws of the
State of Delaware under the name of Vestiage, Inc. The Company
entered into a merger agreement with Empire Pizza Holdings, Inc., a
Florida Corporation, on January 21, 2013 through which Vestiage
became the wholly owned operating subsidiary of Empire. Empire then
applied for and received a name change to Vestiage, Inc. with the
State of Florida and the OTC Markets Exchange on February 15, 2013.
All intercompany accounts and transactions have been eliminated.
The results of operations from the interim periods presented are
not necessarily indicative of the operating results to be expected
for any subsequent interim period or for a full year.
The Company is a science-based healthy-aging consumer products
company. The products are high margin consumables targeted at the
premium and prestige anti-aging oriented consumer. The ingredients
science for the Company's products is drawn from two primary areas,
marine/ocean and botanical. The Company sells healthy-aging and
wellness products focused on helping people achieve longer active
lives and extend the beauty of their personal appearance. The
products address the major concerns of both men and women. Company
management is of the belief that today's healthy-aging products
should be multifunctional, elegantly formulated, and potent so that
the results can be felt and seen by the consumer. If there are
clinical studies associated with the ingredients, the Company
strives to deliver the clinical potency to the consumer in each
product. The Company creates, markets, produces and distributes
products that use the latest science, the latest patented botanical
ingredients, novel ingredient combinations, and are developed by
the Company with reputable laboratories in conjunction with
physicians and other experts both from within and outside the
Company. The Company formulation philosophy is to utilize the
latest science in conjunction with key laboratory and ingredient
partners, leverage patented botanical ingredients and available
clinical research to create highly effective products.
Company management, advisory committee members, and key partners
and vendors of the Company are experienced in public company
mergers, acquisitions, financing, strategy, product development and
production, operations, distribution, sales, marketing and
executive management.
The Company's executive offices are located at 2901 W. Coast
Highway, Suite 200, Newport Beach, California, 92663. The offices
include a secure room for the Company's sample inventory and
promotional items. Inventory for sale is kept at the Company's
third party fulfillment center.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements and related notes include
the activity of the Company and have been prepared in accordance
with accounting principles generally accepted in the United States
of America ("U.S. GAAP").
Interim Financial Statements
These interim unaudited financial statements have been prepared
on the same basis as the annual financial statements and in the
opinion of management, reflect all adjustments, which include only
normal recurring adjustments, necessary to present fairly the
Company's financial position, results of operations and cash flows
for the periods shown. The results of operations for such periods
are not necessarily indicative of the results expected for a full
year or for any future period.
Accounting Method
The Company's financial statements are prepared using the
accrual method of accounting. The Company has elected a December 31
year-end.
Use of Estimates
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States
requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities, and the disclosure
of contingent assets and liabilities at the date of the financial
statements, and the reported amount of revenues and expenses during
the reporting period. Actual results could differ from those
estimates.
Cash and Cash Equivalents
The Company maintains cash balances in non-interest-bearing
accounts, which do not currently exceed federally insured limits.
For the purpose of the statements of cash flows, all highly liquid
investments with an original maturity of three months or less are
considered to be cash equivalents.
Inventories
Inventories are stated at the lower of cost or market using the
first-in, first out (FIFO) method of valuation.
Intangible Assets
Intangible assets arise in purchase transactions. Generally,
these assets are amortized on a straight line basis over the
following estimated useful lives:
Customer list and vendor/supplier
relationships
5-10 years
Intellectual property and product
formulas
5-10 years
Purchased websites and URLs
5-7 years
Goodwill, trademarks, brand names and other intangible assets
with indefinite useful lives are not amortized but tested for
impairment annually or more frequently when events or circumstances
indicate that the carrying value of a reporting unit more likely
than not exceeds its fair value. The Company has decided the annual
impairment testing date is December 31 of each year.
Revenue Recognition
The Company records revenue when all the following have
occurred: (1) persuasive evidence of an arrangement exists; (2)
product has been shipped or delivered; (3) the sales price to the
customer is fixed or determinable; and (4) collectability is
reasonably assured.
Depending on individual customer agreements, sales are
recognized either upon shipment of products or upon delivery. The
Company records sales allowances and discounts as a direct
reduction of sales.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles in the United States of America
applicable to a going concern which contemplates the realization of
assets and liquidation of liabilities in the normal course of
business. The Company has not yet established an ongoing source of
revenues sufficient to cover its operating costs and allow it to
continue as a going concern. The ability of the Company to continue
as a going concern is dependent on obtaining adequate capital to
fund operating losses until it becomes profitable. If the Company
is unable to obtain adequate capital, it could be forced to cease
operations.
Management's plan to support the Company in its operations and
to maintain its business strategy is to grow revenue from retail
and direct response operations, increase gross margins, and raise
funds through public and private offerings. The Company also relies
upon its management and advisory committee members to perform
essential functions with minimal compensation. If the Company does
not increase revenues or raise all of the money it needs from
offerings, it will have to find alternative sources of capital. If
the Company requires additional cash and is unable to raise it, it
will either have to suspend operations until the cash is raised, or
cease business entirely.
The ability of the Company to continue as a going concern is
dependent upon its ability to successfully accomplish the plans
described in the preceding paragraph in order to attain profitable
operations. The accompanying financial statements do not include
any adjustments that might be necessary if the Company is unable to
continue.
NOTE 4 - INTANGIBLE ASSETS
On August 30, 2013 under an asset-purchase agreement, the
Company acquired from RegiMENTM Investments LLC the trademark,
brand name, goodwill and other intangible assets associated with
RegiMENTM, a male over 40 targeted line of supplements in exchange
for 900,000 shares of common stock valued at $1.00 per share and an
executed $125,000 note payable, due and payable on or before
October 31, 2013. The agreed upon allocation of the $1,025,000
purchase price was as follows:
Goodwill
$ 225,000 RegiMEN trademark and brand name $ 250,000
Customer list and vendor/supplier relationships $ 200,000
Intellectual property and product formulas $ 275,000 Website and
URL $ 75,000
On September 30,2013 under an asset purchase agreement, the
Company acquired the "Shave Clean" and "Face Guard" trademarks in
exchange for an executed three (3) year Convertible Note in the
principal amount of$500,000. The note shall bear interest at 7.5
per annum, payable quarterly in advance, and convertible into
shares of common stock.
NOTE 5 - CONVERTIBLE NOTES PAYABLE
At March 31, 2014, the Company has $1,250,000 outstanding in
Convertible Notes with a conversion price of $0.25/share. The
general terms of the Notes are as follows: 3 year term, interest at
7.5% per annum payable quarterly in advance or arrears, convertible
into common stock at $0.25, subject to significant restrictions and
limitations upon conversion related to the sale of the underlying
common stock. These restrictions and limitations include Time,
Volume and "Stand Still" restrictions. Time: The Note Holders may
not sell more than 25 of shares converted in any 30 day period post
conversion. They may not offer for sale, hypothecate, or sell more
than 15% of the average daily volume for the previous 30 trading
days in any circumstance. They may not sell any stock for 180 days
after the Effective Date of a Registration Statement. As of March
31, 2014, interest due and payable quarterly to Note Holders is
$23,438.
NOTE 6 - LEASE COMMITMENTS
The Company leases office space under two operating lease
agreements with an unrelated party which calls for monthly base
payments of $8,400. The Company added space adjacent to its office
to hold certain sample inventory and to accommodate the marketing
and sales departments. Following is a schedule of future minimum
lease payments required under the current leases if option to
cancel is not exercised for the years ending December 31:
2014
$ 67,200 2015 $ 100,800
NOTE 7 -RELATED PARTY TRANSACTIONS
Consulting Agreements
The Company entered into a consulting agreement with Julie
Dennis in 20l3, whom is also a member of the Company's Advisory
Committee. The Company has agreed to pay Dennis $0.50/unit of
Monterey Bay Nutraceuticals that is sold as a direct result of her
introductions or efforts on behalf of the Company.
All Advisory Committee members are paid 20,000 shares of
restricted stock annually with equal amounts (5,000 shares) vesting
and issued each quarter. There are currently twelve (12) Advisory
Committee members under contract with the Company. From time to
time, the Company may call on an Advisory Committee member for
specific required services and pay said member cash, stock or both
for these additional services. The contracts are for an annual term
and the majority expire in May 2014 at which time the Company Board
of Directors will decide whether or not to extend the invitation
for renewal.
Outstanding Options on Common Stock
As of March 31, 2014, the Company has 3,747,505 outstanding
stock options of which 3,547,505 are fully vested. These options
were issued in conjunction with certain agreements with employees
and other parties. The options outstanding are as follows:
Name Number of Options
Date Issued Vested
Exercise Price
Amount Garrett Heiser (1)
300,000
9/16/13
300,000 $0.25/share 680,000
1/2/14
680,000 $0.95/share
130,835
1/2/14
130,835 $0.95/share E.
Harp (2) 1,000,000
1/2/14
1,000,000 $0.95/share
Jeffrey Goulding (3) 25,000
1/2/14
25,000 $0.95/share 800,000
1/2/14
800,000 $0.95/share
Thomas 200,000
9/16/13
200,000 $0.25/share Youngerman (4) 87,223
1/2/14
87,223 $0.95/share Scott
Kimball (2) 174,447
1/2/14
174,447 $0.95/share Laura
Stall (4) 150,000
2/3/14
150,000 $0.95/share James
Ninness (4) 100,000
3/19/14
0
$0.68/share
Doreen Wiley (4) 100,000
3/19/14 0
$0.68/share
Total
3,747,505
3,547,505
$0.79/share
Weighted Average Price
Per Share
- Officer and Director of the
Company
- Options issued in conjunction with Mr.
Harp's investment in the Company's restricted common stock.
- Independent Director of the
Company.
- Employee of the Company
Note Receivable - Officer
On December 31, 2013 and February 18, 2014, Scott Kimball
executed promissory notes in favor of the Company for funds
advanced to him in the amount of $40,490.87 and $15,000
respectively. The notes will be paid off in payroll deductions of
$4,000 per month which began in March 2014 and shall continue until
paid in full.
NOTE 8 - OUTSTANDING WARRANTS ON COMMON STOCK
As of March 31, 2014, the Company had issued outstanding
warrants to purchase up to 1,055,499 shares of common stock at an
exercise price of $1.00 per share. 499,999 of these warrants were
issued in the first quarter of 2014. All warrants expire five (5)
years from issue date and are listed as follows:
Name Number of Warrants
Issue Date Price
Thomas Youngerman( 1)
355,500 12/12/13
$1.00/share Gregory Cynaumon
250,000 3/1/14
$1.00/share Gregory Cynaumon 83,333
2/20114 $1.00/share Zues
Peleuses 83,333 2/20/14
$1.00/share Tucker Peleuses
83,333 2/20/14
$1.00/share Gregory Smith(2) 80,000
8/30/13 $1.00/share Ghassem
Arabian- 80,000 8/30/13
$1.00/share Khoshkhou (2)
David Sease (2) 40,000
8/30/13 $1.00/share
Total Warrants
1,055,499
N/A
$1.00/share avg. PX
- Warrants were issued in exchange for
cancellation of same number of shares
- Warrants were issued as per agreement
in relation to the acquisition of RegiMEN Investments LLC.
NOTE 9-SUBSEQUENT EVENTS
On April 20th, 2014 the Company gave notice to its landlord that
it will be vacating one of its leases as it is not required any
further. This lease will result in monthly savings to the Company
of approximately $2,000 per month after the 60 day termination
notice period or potentially sooner if the suite is leased prior to
that time.
In April, 2014 the Company anticipated having a consultant move
to the area to work with the Company and agreed to pay for a rental
property for him and his family for a year in exchange for cash
compensation. After compelling the Company to sign a lease on his
behalf, the consultant changed his mind and decided not to move
closer to the Company, leaving the Company with a lease and
deposits outstanding with the new rental property. The Company
immediately gave notice to the landlord and is in the process of
recovering the deposit and eliminating its liability under the
rental agreement and shall be deducting any costs associated with
the lease from any balances due to the consultant.
On April 21st and 22nd, 2014 the Company received $225,000 in
capital from two parties and issued Convertible Notes with terms
and conditions that are consistent with the other Convertible Notes
previously issued.
On April 25th, 2014 the Company engaged Payne and Fears as its
law firm to handle all employment related matters.
VestiageScott Kimball, CEO949-258-4404ir@vestiageinc.com
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From Apr 2023 to Apr 2024