Vestiage Releases Fourth Quarter and Full Year 2013 Results

NEWPORT BEACH, Calif.--()--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:

  • Completed the acquisition of RegiMEN
  • Integrated and reconfigured products in the RegiMEN line
  • Received its first shipment of Monterey Bay Nutraceuticals
  • Selected and designated key brokers and distributors to major retailers
  • Engaged Moulton Logistics for fulfillment and customer service
  • Engaged ROI Media Direct to manage its national radio advertising
  • Engaged its digital marketing team
  • Agreed to acquire several trademarks and other assets thereby adding to its portfolio of Intellectual Property.
  • Engaged its trademark and intellectual property attorneys to file for numerous protections on its intellectual property
  • Engaged Crescent Communications for Investor Relations services
  • Placed two products into R&D that are expected to come to market in 2014

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.

DIRECT RESPONSE

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.”

RETAIL

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 national distributor.

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.”

DIGITAL

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, www.RepairLowT.com, and www.TrimandEnergized.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.”

NEW PRODUCTS

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.”

About Vestiage

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.

Vestiage, Inc.
Consolidated Balance Sheets
 
       

December 31,
2013

       

December 31,
2012

(Unaudited) (Unaudited)

ASSETS

 
Current Assets
 
Cash and cash equivalents $ 235,185 $ -
Accounts receivable 14,927 -
Note receivable - officer (7) 40,490 -
Inventory 74,452 -
Prepaid expenses   67,342     -  
 
Total Current Assets 432,396 -
 
Fixed Assets, net 10,830 1,693
 
Other Assets
 

Goodwill (4)

225,000 -
Trademarks and brands (4) 750,000 -
Other intangible assets, net (4) 522,381 -
Other assets   4,645     6,264  
 
Total Other Assets   1,502,026     6,264  
 
Total Assets $ 1,945,252   $ 7,957  
 
 

December 31,
2013

December 31,
2012

(Unaudited) (Unaudited)

LIABILITIES AND STOCKHOLDERS' EQUITY

 
Current Liabilities
 
Accounts payable 35,843 471
Accrued expenses   27,096     -  
 
Total Current Liabilities 62,939 471
 
Long Term Liabilities
 
Convertible notes payable (5)   1,200,000     -  
 
Total Liabilities 1,262,939 471
 
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

46,062 24,000
Additional paid-in-capital 1,282,235 41,000
Retained earnings (57,514 ) -
Net loss   (588,470 )   (57,514 )
 
Total Stockholders' Equity   682,313     7,486  
 
Total Liabilities and Stockholders' Equity $ 1,945,252   $ 7,957  
 
Vestiage, Inc.
Consolidated Statements of Operations
                           

Three Months Ended
December 31,

Twelve Months Ended
December 31,

2013 2012 2013 2012
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
 
Revenues $ 24,603 $ 905 $ 29,426 $ 18,273
 
Cost of Sales   (12,570 )   (830 )   (17,542 )   (7,605 )
 
Gross Profit 12,033 75 11,884 10,668
 
Operating Expenses
 
Salaries - officers 23,633 - 98,633 -
Consulting 42,000 10,887 47,784 19,000
General and administrative   278,655     12,709     401,582     48,975  
 
Total Operating Expenses   344,288     23,596     547,999     67,975  
 
Loss from Operations   (332,255 )   (23,521 )   (536,115 )   (57,307 )
 
Other Income & Expenses
 
Interest income - - 85 -
Interest expense (22,500 ) - (22,500 ) -
Amortization expense (20,714 ) - (27,619 ) -
Depreciation expense   (501 )   (207 )   (1,521 )   (207 )
 
Total Income & Other Expenses   (43,715 )   (207 )   (51,555 )   (207 )
 
Loss Before Income Taxes (375,970 ) (23,728 ) (587,670 ) (57,514 )
 
Provision For Income Taxes   -     -     (800 )   -  
 
Net Loss $ (375,970 ) $ (23,728 ) $ (588,470 ) $ (57,514 )
 
Vestiage, Inc.
Consolidated Statements of Cash Flows
 
       

Twelve Months Ended
December 31,

2013         2012
(Unaudited) (Unaudited)
Cash Flows From Operating Activities:
 
Net loss $ (588,470 ) $ (57,514 )
 
Adjustments to reconcile net loss to net cash used by

operating activities:

Depreciation and amortization 29,140 207
 
Changes in operating assets and liabilities:
Change in accounts receivable (14,927 ) -
Change in inventory (74,452 ) -
Change in prepaid expenses (67,342 ) -
Change in accounts payable 35,372 471
Change in accrued expenses   27,096     -  
 
Net Cash Used in Operating Activities   (653,583 )   (56,836 )
 
Cash Flows From Investing Activities:
 
Purchase of equipment (10,658 ) (1,900 )
Purchase of intangible assets (1,525,000 ) -
Change in note receivable - officer (40,490 ) -
Change in other assets   1,619     (6,264 )
 
Net Cash Used in Investing Activities   (1,574,529 )   (8,164 )
 
Cash Flows From Financing Activities:
 
Proceeds from convertible notes 1,200,000 -
Proceeds from sale of common stock 372,485 65,000
Repurchase of common stock (9,188 ) -
Common stock issued in exchange for intangible assets   900,000     -  
 
Net cash provided by financing activities   2,463,297     65,000  
 
Net Increase (decrease) in cash 235,185 -
 
Cash at Beginning of Period   -     -  
 
Cash at End of Period $ 235,185   $ -  
 

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 products.

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 (“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 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.

Revenue Recognition

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 and 2012.

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:

          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

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 Registration Statement.

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 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:

          2014         $45,600.00
 

NOTE 7 – RELATED PARTY TRANSACTIONS

Consulting Agreements

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 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 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 common stock.

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.

Contacts

Crescent Communications
Dave Long, 1-203-293-7990
dlong@crescentir.com

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Contacts

Crescent Communications
Dave Long, 1-203-293-7990
dlong@crescentir.com