Correspondence 0001683168-23-002693 from Vestiage, Inc. (VEST) (CIK 0001594968) (VEST)
Vestiage, Inc. (VEST) (CIK 0001594968)
Date: April 27, 2023 · CIK: 0001594968 · Accession: 0001683168-23-002693
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File numbers found in text: 000-56529
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CORRESP
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VESTIAGE, INC.
7339 E. Williams Drive
Unit 26496
Scottsdale, AZ 85255
April 27, 2023
Division of Corporation Finance
Ms. Taylor Beech
Division of Corporate Finance
Office of Trade & Services
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re:
Vestiage, Inc.
Amendment 1 to Registration Statement on Form 10-12G
Filed April 20, 2023
File No. 000-56529
Dear Ms. Beech:
Set forth below is the response for Alternative
Vestiage, Inc., a Florida corporation (“Alternative Fuel” “we,” “us,”
“our” or the “Company”), to the comments received from you, the Division of Corporate
Finance, Office of Trade & Services of the U.S. Securities and Exchange Commission (the “SEC”) by emailed
letter, dated April 25, 2023, with respect to our Amendment 1 to Statement on Form 10-12(g) filed on April 20, 2023.
Amendment No. 1 to Registration Statement on Form 10-12G
Item 7. Certain Relationship and Related Transactions, and Director
Independence, page 21
1. We note your response
to comment 7 and reissue our comment. We note that the included financial statements disclose a related-party loan. Revise this section
to disclose the details of the loan. In addition, it appears that Rhonda Keaveney is the CEO and majority shareholder of both Vestiage
and Fun Fitness Corporation. Revise this section to disclose the acquisition of FFC as a related-party transaction. Refer to Item 404(d)(1)
of Regulation S-K relating to Smaller Reporting Companies.
Response:
The following language was inserted:
Regulation S-K, Item 4, Section C require
the disclosure of transactions with related persons since the beginning of the registrant’s last fiscal year, or any currently
proposed transaction, in which the registrant was or is to be a participant and the amount involved exceeds $120,000,
and in which any related person had or will have a direct or indirect material interest.
1
We have
one outstanding loan with the following related persons:
The
company borrowed $9,520 from Small Cap Compliance, LLC to pay company debt which includes transfer agent fees and accounting fees.
SCC
is the majority shareholder of Vestiage, Inc. and Rhonda Keaveney, our Company’s sole officer and director, is also the owner of
SCC. In addition, Ms. Keaveney founded FCC, the Company’s subsidiary. Ms. Keaveney is the sole officer and director of FFC and former
owner of FCC’s outstanding Preferred A shares.
This
loan bears no interest, is not convertible into the Company’s stock, has no maturity date and is payable upon demand.
The following language was inserted:
Regulation S-K, Item 404(d)(1) requires that
small reporting companies, as defined by §
229.10(f)(1), disclose the acquisition of an entity as it related to a related-party transaction.
On January 12, 2023 VEST acquired 100% of the issued stock, 1,000,000
shares of Convertible Series A Preferred Stock in exchange for 500,000 shares of VEST Restricted Common Stock.
Ms. Keaveney was sole shareholder and sole officer and director of
Fun Fitness Corporation until VEST acquired 100% of the outstanding shares of FFC. Ms. Keavney remains the sole officer and director of
FFC.
General
2. We
note your response to comment 12 that you do not believe you are a shell company. Accordingly, please revise your disclosure throughout
your filing to clarify your position that you are not a shell company. For example, your risk factor on page 7 and your disclosure on
page 21 suggests that you believe you are a shell company.
Response:
Disclosure statement was revised throughout, including Item 1, Risk
Factor section and Page 21.
If you have any questions or comments concerning this response, please
call Rhonda Keaveney, our CEO, at (602) 793 -8058 or email Rhonda Keaveney at rhonda8058@gmail.com.
Sincerely,
Vestiage, Inc.
By:
/s/ Rhonda Keaveney
Rhonda Keaveney
Chief Executive Officer