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April 13, 2023
Rhonda Keaveney
Chief Executive Officer
Vestiage, Inc.
7339 E. Williams Drive
Unit 26496
Scottsdale, AZ 85255
Re:Vestiage, Inc.
Registration Statement on Form 10-12G
Filed March 21, 2023
File No. 000-56529
Dear Rhonda Keaveney:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Registration Statement on Form 10-12G
Item 1. Business
(b) Business of Issuer, page 3
1.Revise to clarify whether the acquisition of FFC has closed and describe the historical
operations of FFC.  If there are none, so state.  In this regard, the disclosure on page F-11
states only that the acquisition shares were issued in January 2023, and the disclosure on
page F-7 states that FFC was incorporated in October 2022 and has no impact on the
historical financials of the company.
2.Revise to include a description of your plan of operation for the remainder of the fiscal
year, and clarify whether the company's business plan contemplates acquisitions beyond
FFC and whether any acquisitions would be focused on the fitness event planning
industry.  Refer to Item 101(a)(3) of Regulation S-K.

 FirstName LastNameRhonda Keaveney
 Comapany NameVestiage, Inc.
 April 13, 2023 Page 2
 FirstName LastName
Rhonda Keaveney
Vestiage, Inc.
April 13, 2023
Page 2
3.Revise to discuss your auditor’s going concern opinion.  Additionally, please revise to
disclose your revenues and net income or losses for the financial periods contained in the
registration statement.
Risk Factors
We have extremely limited assets, have incurred operating losses, and have no current source of
revenue, page 7
4.Revise to clarify that you have generated no revenue for the last two fiscal years.
We may issue more shares in an acquisition or merger, which will result in substantial dilution...,
page 12
5.Revise this risk factor to address the potential dilution upon conversion of the Series D
Preferred Stock into common stock.
Item 4. Security Ownership of Certain Beneficial Owners and Management, page 15
6.Revise the table to identify the directors and officers of the company and also separately
present the directors and executive officers of the company as a group, without naming
them.  Refer to Item 403 of Regulation S-K.
Item 7. Certain Relationship and Related Transactions, and Director Independence, page 20
7.We note that the included financial statements disclose a related-party loan.  Revise this
section to disclose the details of the loan.  Refer to Item 404 of Regulation S-K.
Item 9. Market Price and Dividends on the Registrant's Common Equity and Related Stockholder
Matters, page 22
8.Revise to include the disclosure required by Item 201(a)(1)(ii) and (iii) of Regulation S-K.
Item 11. Description of Registrant's Securities to be Registered, page 23
9.Revise this section to include a description of the super majority voting provisions and the
stock transfer restrictions in Sections 13 and 15 of your Bylaws, respectively, and discuss
these provisions in your risk factors as well.  Also revise to disclose the liquidation
preference of the Series D Preferred Stock discussed in Article IV(c) of the Certificate of
Designation of Preferred D Shares.
Exhibits
10.Please revise your exhibit index to include, and file with your registration statement, the
Share Exchange Agreement with FFC, all amendments to your articles of incorporation,
any custodial agreement with Small Cap Compliance LLC, and a list of your subsidiaries.
Refer to Items 601(b)(2), (b)(3)(i), (b)(10), and (b)(21) of Regulation S-K.

 FirstName LastNameRhonda Keaveney
 Comapany NameVestiage, Inc.
 April 13, 2023 Page 3
 FirstName LastName
Rhonda Keaveney
Vestiage, Inc.
April 13, 2023
Page 3
General
11.Please be advised that your registration statement will automatically become effective
60 calendar days after filing.  Upon effectiveness, you will become subject to the
reporting requirements of the Securities Exchange Act of 1934, even if we have not
cleared comments.  In the event it appears that you will not be able to respond to all of
our comments by the 60th day, you may wish to consider withdrawing your
registration statement and refiling it.  Please confirm your understanding.
12.It appears from your disclosure that you may be a shell company pursuant to Rule
405 under the Securities Act.  In this regard, we note that you have no revenue, minimal
operations and nominal assets.  Please revise to explicitly disclose your status as a shell
company and further disclose the consequences of that status, such as the restrictions on
your ability to use registration statements on Form S-8, the limitations on the ability of
your security holders to use Rule 144 and the potential reduced liquidity or illiquidity of
your securities.  Alternatively, explain to us why this is not necessary.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Abe Friedman at 202-551-8298 or Rufus Decker at 202-551-3769 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Taylor Beech at 202-551-4515 or Donald Field at 202-551-3680 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services