Vestiage, Inc. Files 2023 Annual Report on Form 10-K

TL;DR

<b>Vestiage, Inc. has submitted its 2023 annual 10-K filing, detailing financial performance and corporate structure.</b>

AI Summary

Vestiage, Inc. (LAAI) filed a Annual Report (10-K) with the SEC on April 16, 2024. Vestiage, Inc. filed its annual report on Form 10-K for the fiscal year ended December 31, 2023. The company is incorporated in Florida and its principal executive offices are located in Hong Kong. The filing covers the fiscal year 2023, with data points for the periods ending December 31, 2023, June 30, 2023, and October 1, 2023. Comparative data for the fiscal year ended December 31, 2022, is also included. Key financial elements such as Common Stock, Additional Paid-In Capital, and Retained Earnings are detailed for various periods.

Why It Matters

For investors and stakeholders tracking Vestiage, Inc., this filing contains several important signals. This 10-K filing provides a comprehensive overview of Vestiage, Inc.'s financial health and operational status for the fiscal year 2023, crucial for investors assessing the company's performance and future prospects. The detailed financial data, including equity and retained earnings, allows stakeholders to track the company's financial evolution and make informed investment decisions.

Risk Assessment

Risk Level: low — Vestiage, Inc. shows low risk based on this filing. The filing is a standard annual report (10-K) and does not contain immediate, significant negative or positive news, indicating a routine disclosure.

Analyst Insight

Review the detailed financial statements and disclosures within the 10-K to understand Vestiage, Inc.'s financial position and operational performance for fiscal year 2023.

Key Numbers

• 2023-12-31 — Fiscal Year End (The period covered by the 10-K filing.)
• 000-56529 — Commission File Number (SEC file number for Vestiage, Inc.)
• 43-4895104 — IRS Employer Identification No. (Tax identification number for Vestiage, Inc.)

Key Players & Entities

• Vestiage, Inc. (company) — Filer of the 10-K report.
• Florida (location) — State of incorporation for Vestiage, Inc.
• Hong Kong (location) — Address of Vestiage, Inc.'s principal executive offices.
• December 31, 2023 (date) — Fiscal year end date for the 10-K report.
• December 31, 2022 (date) — Comparative fiscal year end date.

FAQ

Industry Context

Vestiage, Inc. operates within the Services-Amusement & Recreation Services industry, as indicated by its SIC code 7900.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, requiring public companies to submit regular financial disclosures to the SEC.

What Investors Should Do

1. Analyze the financial statements (Balance Sheets, Income Statements, Cash Flow Statements) for the fiscal year ended December 31, 2023.
2. Review the Management's Discussion and Analysis of Financial Condition and Results of Operations section for insights into the company's performance drivers and risks.
3. Examine any exhibits filed with the 10-K for material contracts, agreements, or other relevant documents.

Key Dates

• 2023-12-31: Fiscal Year End — Marks the end of the reporting period for the 10-K.
• 2024-04-16: Filing Date — Date the 10-K was officially filed with the SEC.

Year-Over-Year Comparison

This is the annual report for the fiscal year ended December 31, 2023. Comparative data from the previous year (December 31, 2022) is included for analysis.

Key Financial Figures

• $1,950 — State for reinstatement of the Company, $1,950 Transfer agent, Issuer Direct, $16,71
• $16,710 — $1,950 Transfer agent, Issuer Direct, $16,710 Audit expenses, approximately $20,000
• $20,000 — $16,710 Audit expenses, approximately $20,000 OTC Markets, $3,500 Upon appointmen
• $3,500 — s, approximately $20,000 OTC Markets, $3,500 Upon appointment as the Custodian of
• $5 — athletic event organizer industry is a $5-billion-dollar market. This industry p

Filing Documents

• vestiage_i10k-123123.htm (10-K) — 415KB
• vestiage_ex3101.htm (EX-31.1) — 8KB
• vestiage_ex3102.htm (EX-31.2) — 8KB
• vestiage_ex3201.htm (EX-32.1) — 3KB
• vestiage_ex3202.htm (EX-32.2) — 3KB
• 0001683168-24-002466.txt (&nbsp;) — 1967KB
• vest-20231231.xsd (EX-101.SCH) — 14KB
• vest-20231231_cal.xml (EX-101.CAL) — 23KB
• vest-20231231_def.xml (EX-101.DEF) — 41KB
• vest-20231231_lab.xml (EX-101.LAB) — 170KB
• vest-20231231_pre.xml (EX-101.PRE) — 137KB
• vestiage_i10k-123123_htm.xml (XML) — 100KB

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS PART I Item 1.

Business

Business 1 Item 1A.

Risk Factors

Risk Factors 6 Item 1B. Unresolved Staff Comments 6 Item 1C. Cybersecurity 6 Item 2.

Properties

Properties 6 Item 3.

Legal Proceedings

Legal Proceedings 6 Item 4. Mine Safety Disclosures 6 PART II Item 5. Market Price and Dividends on the Registrant's Common Equity and Related Stockholder Matters 7 Item 6.

Selected Financial Data

Selected Financial Data 8 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 8 Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk 10 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 11 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 11 Item 9A.

Controls and Procedures

Controls and Procedures 11 Item 9B. Other Information 12 PART III Item 10. Directors, Executive Officers and Corporate Governance 13 Item 11.

Executive Compensation

Executive Compensation 14 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 15 Item 13. Certain Relationships and Related Transactions and Director Independence 15 Item 14. Principal Accounting Fees and Services 17 PART IV Item 15. Exhibits, Financial Statement Schedules 19 Item 16. 10-K Summary 19

Signatures

Signatures 20 i Use of Certain Defined Terms Except as otherwise indicated by the context, references in this report to "Vestiage, Inc.", "we," "us," "our," "our Company".

Forward-Looking Statements

Forward-Looking Statements This Annual Report on Form 10-K contains "forward-looking as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking "should," "would," "may," "seek," "plan," "might," "will," "expect," "anticipate," "predict," "project," "forecast," "potential," "continue" negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements. We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Annual Report on Form 10-K and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs,

Business

Business (a) Business Development Vestiage, Inc. (OTC "VEST") was incorporated under the laws of the State of Florida on October 31, 2006, as The Harvard Learning Centers, Inc. This was the result of a merger with American Way Business Development Corporation, a Delaware corporation. The Harvard Learning Centers, Inc. was the surviving entity. The Company was a full line department store, specializing in premium name brand merchandise and full-service hardware. On September 18, 2007, the Company filed an amendment to its Articles of Incorporation and changed its name to The Americas Learning Centers, Inc. On July 16, 2009, the Company further changed its name to Harbor Brewing Company, Inc. and then to Hackett's Store, Inc. on August 5, 2009, WiseBuys, Inc. on May 21, 2010, and eventually to Empire Pizza Holdings, Inc. on January 4, 2011. On January 21, 2013, the Issuer acquired Vestiage, Inc., a Delaware Corporation, as its operating business by way of a stock for stock exchange with what was then Empire Pizza Holdings, Inc. Pursuant to the agreement, the Issuer acquired securities of Vestiage-Delaware from the shareholders of Vestiage-Delaware, in consideration for shares of the Issuer. Simultaneous with the stock exchange, Empire Pizza Holdings, Inc. spun out its wholly owned operating subsidiary, Sackets Harbor Anchor, Inc. Upon completion of the transaction, the name of the Company was finally changed to Vestiage, Inc. on February 18, 2013, Vestiage, Inc. was in the nutraceuticals business, marketing three products focused on healthy living and addressed several of the higher demand conditions desired by the Company's target customer. Business operations for Vestiage, Inc. were abandoned by former management when they resigned on September 9, 2015, and a custodianship action was commenced in 2021. On May 26, 2022, the Circuit Court of the Nineth Judicial Circuit in and for Orange County, Florida granted the Application for Appointment of Custodian as a

Risk Factors

Risk Factors We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item. Item 1B. Unresolved Staff Comments Not applicable to a "smaller reporting company" as defined in Item 10(f)(1) of Regulation S-K. Item 1C. Cybersecurity None. Item 2.

Properties

Properties The Company does not own any real estate or other properties and has not entered into any long-term lease or rental agreements for property. Item 3.

Legal Proceedings

Legal Proceedings We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our directors, officers, or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest. Item 4. Mine Safety Disclosures Not applicable. 6 PART II Item 5. Market Price and Dividends on the Registrant's Common Equity and Related Stockholder Matters (a) Market information. Our common stock is currently quoted on the OTC market "Pink Sheets" under the symbol VEST and there is limited liquidity in the public trading market for the class of common equity. Although our stock is quoted on OTC markets, the existence of limited or sporadic quotations should not of itself be deemed to constitute an established public trading market. There is no established public trading market for our shares. For the periods indicated, the following table sets forth the high and low bid prices per share of common stock. The below prices represent inter-dealer quotations without retail markup, markdown, or commission and may not necessarily represent actual transactions. Price Range Period High ($) Low ($) Year ended December 31, 2023 First Quarter 0.008 0.013 Second Quarter 0.079 0.015 Third Quarter 0.079 0.021 Fourth Quarter 0.030 0.02 Year Ended December 31, 2022: First Quarter 0.005 0.005 Second Quarter 0.005 0.005 Third Quarter 0.005 0.001 Fourth Quarter 0.075 0.001 (b) Holders. As of April 15, 2024, there are approximately 856 holders of an aggregate of 58,078,236 shares of our Common Stock issued and outstanding. (c) Dividends. We have not paid any cash dividends to date and do not anticipate or contemplate paying dividends in the foreseeable future. It is the president intention of management to utilize all available funds for the develop

Selected Financial Data

Selected Financial Data. Not applicable to a "smaller reporting company" as defined in Rule 12b-2 of the Exchange Act. Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations This Management's Discussion and Analysis of Financial Condition and Results of Operations is intended to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity, and certain other factors that may affect our future results. The following discussion and analysis should be read in conjunction with our audited consolidated financial statements and the accompanying notes thereto included in "Item 8. Financial Statements and Supplementary Data." In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. See "Forward-Looking Statements." Our results and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors. Business Overview Vestiage, Inc. is a developmental stage company, incorporated under the laws of the State of Florida on October 31, 2006. On December 29, 2022 Vestiage, Inc., a Florida corporation, executed a Share Exchange Agreement with Fun Fitness Corporation ("FFC" the "Subsidiary"), a Wyoming corporation. On January 12, 2023 the acquisition closed and VEST acquired 100

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View this 10-K filing on SEC EDGAR