Vestiage™, Inc. ("VEST"), the healthy aging company that owns both the
RegiMEN™ and Monterey Bay Nutraceuticals™ natural supplement product
lines, announced today that it has released its Fourth Quarter 2013
financial results. The Company Annual Report is also now available
online at www.OTCMarkets.com.
Scott Kimball, CEO of Vestiage, Inc. said, "We had already decided to
move into healthy aging premium nutraceuticals, and had begun developing
the Monterey Bay Nutraceuticals brand for women which was slated to come
out of R&D and into production in Q4 2013. We accomplished that goal.
Now, with the RegiMEN brand acquisition, we're moving more aggressively
into nutraceuticals with a complete healthy aging system of supplements
for men over 35."
Kimball added, "The fourth quarter 2013 was a period of building
infrastructure, completing the acquisition of RegiMEN, protecting our
intellectual property, acquiring new intellectual property, assembling
our 'dream team' in direct response media and fulfillment, bringing
Monterey Bay Nutraceuticals out of R&D and into production, and
developing the marketing, advertising and growth strategy for RegiMEN in
both retail and direct response. We moved very rapidly through numerous
important steps required to prepare us for the growth we expect in 2014.
I'm incredibly proud of our teams. Our media team is putting up
fantastic initial statistics on customer acquisition using national
radio and preparing for national television. Our fulfillment team is
integrating the Company's products quickly and handling our orders from
direct response with excellence. Our customer service and call center
teams are coming on stream and we will be holding multiple training
sessions with them over the next 6 months to insure the quality of
customer experience. Our operational team is coordinating much of these
initiatives and is performing well, led by COO Garrett Heiser. Our
retail team, headed by Nutraceuticals President Tom Youngerman, is
beginning to see its strategy and efforts over the last several months
begin to pay off with an increase in orders, both in size and frequency.
Our digital team has taken on multiple projects and is working through
them efficiently and effectively. Our plan for the Company stock is
progressing as expected. We recently named our audit firm setting us up
for a filing with the SEC and a move to a more senior exchange.
Financially, the Company continues to have no senior debt, only 'in the
money' fixed price convertible debt with volume and other restrictions
upon sale. We have not financed any inventory and we have not financed
any purchase orders although both sources of financing could be
available to us should we desire it. Our current assets at year end were
substantially higher than our current liabilities."
During the fourth quarter of 2013 the company also:
Kimball stated, "From this point forward the results you see from
Vestiage should be consistently strong. We prepared for growth in the
fourth quarter 2013 and we began executing on our strategy of moving
RegiMEN into multiple channels simultaneously utilizing national radio
advertising in the first quarter of 2014. If all goes as planned, each
quarter going forward in 2014 should see consistently improving results
over the preceding quarter."
VESTIAGE BUSINESS MODEL
The Company is a fully integrated, multi-channel sales, marketing, and
distribution company specializing in bringing science-based products to
the healthy aging premium consumer. The Company utilizes a network of
key partners that integrate production, fulfillment, customer service,
advertising, sales, media, marketing, distribution, new product
development and acquisitions. Sales are driven to the Company through
three channels: Direct Response, Retail, and Digital.
Vestiage brought in ROI Media Direct, Moulton Logistics, and TMS Call
Center to create an integrated direct response execution team. Kimball
said, "The statistical results, through the first 60 days of direct
response advertising which started on January 13, 2014 have been
excellent. Our average order per day has increased almost every week,
beginning with 8 new men per day in the first test week, to now nearly
30 new men per day at the close of the 8th week. In the first
60 days, our retention rate has been approximately 75% of all customers.
All of this has been done without increasing our media spend and using
only a URL in our advertising. Now we are adding our 800 number and the
call center, which we expect to increase our customer acquisition
substantially. Furthermore, we're slated to increase the national radio
media spend this month (March 2014) and are preparing to take RegiMEN to
national television in the second quarter of this year."
Kimball further stated, "In direct response, we are relentlessly focused
on three things: First, we want 1 million men actively on the monthly
continuity program, receiving their RegiMEN every month. At $56 per
month, per man and 80%+ gross margins, you can do the math. Second, we
intend to bring technology forward that will enable us to customize the
monthly RegiMEN product shipment to each individual's health objective
based upon several key factors. This customization initiative is
intended to increase the customer lifetime value. Third, we intend to
create a new industry standard for customer loyalty and retention
through a process we developed organically with our key partners in
digital, call center, fulfillment, and media. The process is proprietary
and we hope that it will show industry changing metrics in this area."
At this time GNC is the major customer for RegiMEN in the retail
channel. Existing retailers are now beginning to see the results from
the Company's new advertising and orders from the retail channel are
beginning to pick up in both size and frequency. The Company added a 48
store health food chain in Arizona as a new customer and one new
Kimball said, "The back half of 2014 should show steadily increasing
retail channel results in health food, grocery, and drug store channels
as our experienced retail team takes our brands to several targeted
accounts, brokers, and distributors."
The Vestiage digital team has been moving on several initiatives for
both RegiMEN and Monterey Bay Nutraceuticals. Pay Per Click advertising
budgets are slated to increase dramatically in the second quarter of
2014 and throughout the year. These campaigns are designed to capture
customers on www.BuyRegiMEN.com,
The digital team is also slated to completely redesign two websites, add
landing pages, add social media content, sites, and advertising, as well
as create a completely separate site for the RegiMEN Man Community.
Jeff Goulding, a member of the Vestiage Board of Directors, is the lead
man behind the planned "RegiMEN Man" digital community. Goulding stated,
"The RegiMEN Warrior Society is being created for our customers and
brothers that share a similar desire with us and that is not to give in,
to fight the signs of aging, to take care of ourselves, to do something
about our health and do it with a natural supplement that is designed to
help us extend our active lives. The community will have a lot of
valuable content for the man looking to make that change or stay active
and healthy and what will make it very useful for our men is the people
we are lining up to make contributions to it. This is important because
there are lots of shows on television for women, lots of content and
magazines for women, so our idea is to become a source of information
for men exclusively."
Vestiage has two new products in the pipeline for release this year.
One, RegiMEN TITANIUM, should be ready to go to market in 2-3 months.
The other is a formula for women that uses a clinically proven, patented
ingredient that is expected to naturally support female sexual enjoyment.
Kimball stated, "We believe that the TITANIUM product for the RegiMEN
line will be the only testosterone support product on the market with 3
clinically proven, patented ingredients. This will be a very powerful,
natural product that will be sold at a high price point. We are going to
decide over the next 2 months which retailer will get the exclusive on
the product. Secondly, our existing testosterone support, which people
tell us is very effective, will begin clinical trials to measure several
effects, including free testosterone levels, estrogen levels, PSA levels
and sleep. This will differentiate our existing moderately priced
testosterone support product from the others as our entire blend, not
just an ingredient, will have clinical results we can point to. Finally
we will be bringing to market the female sexual enhancement product this
year using a patented ingredient with existing clinical research in
place. There are plenty of products on the market for men, but very few
for women. We expect that this product will be the centerpiece for our
women's products and become a best seller for Vestiage."
In conclusion, Kimball added, "I feel confident that our overall results
will be strong through the next several quarters moving forward. We have
many financial and operational initiatives under way simultaneously and
we are hitting them all with the right people, partners and resources."
Vestiage™ (stock symbol "VEST")
is a publicly traded healthy aging lifestyle company offering premium
branded science-based nutraceuticals and cosmeceuticals. Vestiage™ is
focused on the use of human stem cell, marine/ocean, and cutting edge
botanically based science and patented ingredients to produce highly
potent, elegantly formulated products with clinically proven
ingredients. Using high potency and novel ingredient combinations,
Vestiage™ creates and distributes multifunctional nutraceuticals such as
RegiMEN™ for men (www.BuyRegimen.com)
and Monterey Bay Nutraceuticals™ for women (www.MontereyBayNutra.com).
Vestiage™ brands address the top "in demand" aging concerns of men and
women. Vestiage™ research is focused on longevity and human performance
science that covers both the cognitive and physical realms. To learn
more, visit the Company website, www.vestiageinc.com.
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.
LIABILITIES AND 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,
46,062,515 shares issued and outstanding a/o 12/31/2013
24,000,000 shares issued and outstanding a/o 12/31/2012
Three Months EndedDecember 31,
Twelve Months EndedDecember 31,
Vestiage, Inc.Notes to Financial Statements
NOTE 1 - BASIS OF PRESENTATION
The Company was 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 anti-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 three primary areas: 1) adult human
stem cell, 2) Marine/Ocean, and 3) botanical. The Company sells
anti-aging health 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 over 40 years of age. This is accomplished through two divisions.
One division is facial and skin care products which utilize adult human
stem cell derived growth factors. The other division is anti-aging
focused supplements. In facial care, Company management is of the belief
that human stem cell derived products are more effective on human skin
than other facial care regimens and are growing in popularity due to
this effectiveness. Adoption of the technology is growing due to
educational efforts of a few companies in the business. In the
supplement business, Company management is of the belief that products
should be multifunctional, elegantly formulated, and potent so that the
results can be felt and seen by the consumer. 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 reputable laboratories in conjunction
with physicians and other experts both from within the Company and
outside the Company. The Company formulation philosophy is to utilize
the latest science from stem cell advancements, marine based ingredients
and, in conjunction with key laboratory and ingredient partners,
leverage patented botanical ingredients to create highly effective
Company management, advisory board members, and key partners and vendors
of the Company are experienced in public company mergers, acquisitions,
financing, strategy, product development, 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 space
for the Company's inventory and samples for all the Company's brands.
The Company has arranged for immediate access to warehouse space nearby
to handle expansion.
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
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
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
Inventories are stated at the lower of cost or market using the
first-in, first out (FIFO) method of valuation.
Intangible assets arise in purchase transactions. Generally, these
assets are amortized on a straight line basis over the following
estimated useful lives:
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 indicates 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.
The Company records revenue when all of 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 to customers or upon delivery. We record sales
allowances and discounts as a direct reduction of sales.
Company has an informal seven day right to return products. There were
nominal returns during the twelve month periods ended December 31, 2013
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 the Company 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 raise funds through public
offerings and to rely on officers and directors to perform essential
functions with minimal compensation. If the Company does not raise all
of the money it needs from public offerings, it will have to find
alternative sources, such as a second public offering, a private
placement of securities, or loans from its officers, directors or
others. 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 and eventually secure other sources of financing and
attain profitable operations. The accompanying financial statements do
not include any adjustments that might be necessary if the Company is
unable to continue as a going concern.
NOTE 4 - INTANGIBLE ASSETS
On August 30, 2013 under an asset-purchase agreement, the Company
acquired from RegiMEN™ Investments LLC the trademark, brand name,
goodwill and other intangible assets associated with RegiMEN™, 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:
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
From September 27, 2013 to October 18, 2013, the Company raised $700,000
in working capital through a Convertible Note Offering (the "Note") to
certain accredited and/or qualified investors (the "Note Holders"). The
general terms of the Note are as follows: 3 year term, interest at 7.5%
per annum payable quarterly, convertible into common stock at $0.25 per
share, 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
NOTE 6 - LEASE COMMITMENTS
The Company leases office space under a non-cancelable operating lease
agreement with an unrelated party which calls for a monthly payment of
$3,200. The lease expires on June 30, 2014. The Company added space
adjacent to its office to hold certain inventory. Lease term is month to
month at $600 per month. Following is a schedule of future minimum lease
payments required under the current leases (including the month to month
lease and assuming the current long term lease expiring in June 2014 is
renewed at the current rate) for the years ending December 31:
NOTE 7 - RELATED PARTY TRANSACTIONS
The Company has entered into a consulting agreement with Julie Dennis,
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
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 services.
Outstanding Options on Common Stock
As of December 31, 2013, the Company has 500,000 fully vested
outstanding stock options under agreements with two of the Company's
executives, Tom Youngerman and Garrett Heiser. These are 10 year options
at $0.25 per share. Scott Kimball has a stock option agreement in place
with the Company; however, he has waived his right to any stock option
grants until 2014.
Note Receivable - Officer
On December 31, 2013, Scott Kimball executed a promissory note in favor
of the Company for funds advanced to him in the amount of $40,490.87.
The note will be paid off in payroll deductions of $4,000 per month
beginning March 2014 until paid in full.
NOTE 8 - OUTSTANDING WARRANTS ON COMMON STOCK
As of December 31, 2013, the Company had issued outstanding warrants to
purchase up to 555,500 shares of common stock at an exercise price of
$1.00 per share. 200,000 of these warrants, known as Warrant #1, were
issued to CJK Securities as compensation for the RegiMEN™ investment
banking fee. These warrants were then placed into 3 individual names as
per the instructions of CJK Securities. The newly issued warrants are
for the same total number of shares, and are now known as Warrant #2,
Warrant #3 and Warrant #4. Warrant #1 has been cancelled. Warrant number
5 was issued in the amount of 355,500 shares to Tom Youngerman in
exchange for his retirement of the same number of shares of restricted
NOTE 9 - SUBSEQUENT EVENTS
In January 2014 the Company received conditional approval from Rosenthal
and Rosenthal to finance the Company's purchase orders from retailers.
In January 2014, the Company began its direct response media program for
the RegiMEN testosterone support product through ROI Direct Media. The
conversion rates and other metrics in the first 4 weeks of the campaign
have been strong enough to suggest that the Company will accelerate its
plans to take the product to television in 2014 instead of the
originally planned 2015. The Company intends to grow the auto ship
aspect of its business through radio, television and digital media in
2014 and 2015 for select and appropriate products in both RegiMEN and
Monterey Bay Nutraceuticals. The infrastructure that the Company is
creating with its key relationships is expected to allow it to acquire
and create additional brands and monetize them through the company's
established direct response channel and retail channel as appropriate.
In January 2013, the Company issued 384,000 options on common stock to
employees in accordance with their employment agreements.
On January 2, 2014 the Company entered into an Asset Purchase Agreement
to acquire several trademarks and intellectual property in exchange for
700,000 shares of restricted common stock.
On January 2, 2014 the Company added Erik Harp to the Advisory Committee
and issued him 300,000 shares of restricted common stock. The agreement
also calls for the Company to issue him 20,000 shares of restricted
common stock annually which is similar to other agreements with members
of the Company Advisory Committee. In January, Mr. Harp and his family
subsequently invested additional funds and received an additional
issuance of 5,239,285 shares of restricted common stock and 1,000,000
options on common stock. As of the date of this report, the total number
of shares that are controlled by the Harp family either through stock or
options totals 6,539,285 shares. Mr. Harp is a senior consulting advisor
to the Company and has taken on certain special assignments.
On January 8, 2014 the Company's Board of Directors adopted a restated
set of Bylaws.
On February 3, 2014, the Company hired a key senior retail salesperson,
Ms. Laura Stall, as its Vice President of Western Regional Sales. Ms.
Stall is a seasoned retail sales professional with existing
relationships in key retailers that the Company desires to have as
customers in the retail channel. As a condition of her employment, the
Company issued 150,000 options on common stock to her.
On February 10, 2014 the Board of Directors authorized the issuance a
total of 1,480,000 options on common stock, with a strike price of
$0.95/share, to certain employees and directors.
On February 18th, 2014 the Company's Board of Directors
approved an increase to Scott Kimball's salary from $90,000 to $175,000.
On February 18th, 2014 the Company's Board of Directors
approved the issuance of 83,333 warrants on the Company's common stock
priced at $1.00 per share to both Zeus Peleuses and Tucker Peleuses.
Both individuals are radio direct response specialists.
On March 1, 2014 the Company's Board of Directors approved the issuance
of 333,333 warrants on the Company's common stock priced at $1.00 per
share to Dr. Greg Cynaumon. Dr. Cynaumon has agreed to join the
Company's Advisory Committee and handle special direct response
television media related to projects going forward.
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