MemReg, Inc. a Nevada corporation (the "Company" or "MRI") (OTC Pink: DYBO) (PINKSHEETS:DYBO) announced today the year end restructuring of its capital accounts through (a) the sale of DynaSig Corp., a wholly owned subsidiary; (b) the acquisition of all the minority interest in its subsidiary The Memorabilia Registry Corp. ("MRC") and (c) the conversion of its outstanding preferred shares into common stock. The objective of the restructuring is to focus all the Company's efforts on its memorabilia business (www.memreg.com) focused on servicing memorabilia collectors and the general public with the broadest and most detailed registry devoted to all types of memorabilia (the "Registry"). MemReg's Registry currently can present in high resolution more than 110,000 pieces of memorabilia including any backup of ownership. The Company operates the Registry entirely in the Cloud and believes its Registry capacity can be easily and very cost effectively be scaled to more than 3,000,000 items. New items are being added to the Registry daily. The Registry has been fully operational in its current form for more than eight months.
The MemReg Business. The Company is an advertising and services company focused on memorabilia. Memorabilia is an item which is unique because it can be directly connected to a person (most commonly by an autograph), an important place and/or an important event. We broadly categorize Memorabilia into three groups: Entertainment, Sports or Historical memorabilia. The Company has just introduced proprietary valuation estimates of memorabilia registered on its site. To induce owners to try the valuation tool, the Company is offering "five free" valuations. Normally valuations are included in the Company's Premium Membership.
The MemReg Market. The Company believes the market it services is very substantial. Estimates of the annual market revenues range to multiple billions of dollars. One of the largest full-time producers of sports collectible shows in the country estimates that the sports collectibles industry alone now exceeds $2 billion in sales annually with more than 16.7 million collectors around the world. However, the memorabilia market is disorganized, highly fragmented and non-transparent. Collectors and dealers present their collections for sale or view in no standard format and with varying search capability. The Company believes there are thousands of part-time and full-time sellers and collectors and no comprehensive, cross-participant market search capability.
Hidden Treasures yield high growth potential. The Company believes there are millions of items of memorabilia tucked away in boxes, closets and basements and that the owners have little concept of their value. The industry is very fragmented and trying to determine value is very laborious. There is information on the Internet but a valuation requires an owner to sift through a massive amount of data to value any one item.
The Company has no direct competitors. Our indirect competitors are either auction sites, where once a transaction is completed the valuation information related to that item disappears, or informal estimates in pawn or collector shops. The Company believes there are well-known companies with similar focus on valuation as their core strategy in other analogous markets; used cars (Kelley Blue Book ™) and resale real estate (Zillow ™). Both the used car and resale real estate markets are highly fragmented with very difficult price discovery.
Target Market. The Company currently targets two groups of users: visitors seeking entertainment and collectors, both large and small, who wish to value, document and manage their collections. The Company's consumer facing website is memreg.com and is designed as an entertainment site for non-collectors (i.e. fans). There are analogous entertainment sites, for example movie registries. This entertainment component generates a majority of our traffic from organic sources. The Company believes the incentive to transition from a visitor to a collector is driven by our valuation service. We believe many visitors have memorabilia but until we recently implemented our "five free" valuation strategy there was no incentive for them to register their items.
Opportunities for item owners to sell. Use of the Registry allows memorabilia collectors and dealers to present their collections for sale or view in a standard format and with complex search capability. The Company believes there are thousands of part-time and full time sellers and collectors and no comprehensive, cross-participant market search capability. A public available for sale listing is free with every item.
The only cost to a seller will be nominal Ownership Transfer Fee when an item is sold. The Ownership Transfer Fee will not be charged until the item has been shipped and the title has been transferred to the buyer. This Transfer Fee maintains the chain of title and supporting documentation of the item transferred. A buyer can purchase additional protection by opting to pay an Escrow Fee (also nominal) -- this service will hold the funds and the title in locked escrow status until the item has been accepted and both the seller and the buyer approve the transaction. This transfer process maintains the independent third party provenance of the item.
The Company believes that it is in the best interest of all Sellers to list as many items as they own since MemReg encourages sellers to list the Sellers website's address in every item description. Simply put, if a Seller lists 1,000 items, there are 1,000 chances potential autograph buyers will find the Seller's website. The Registry even has tools to enable dealers to upload items in bulk. The Registry allows Seller's without a web presence to both list their items at no charge and provides various tools to manage these items. They will not need a separate store and can avail themselves of the substantial and qualified traffic coming to the site. Regardless of the loading method, or size of the seller, each listing establishes a title to each unique item.
Collectors who aren't currently sellers are also encouraged to enter all their items in the Registry to establish their chain of title or provenance. The site's "My Account Tools" are a great way for the collector to manage (and show off) their collection. Items can be set for Private or Restricted viewing, so only the Collector and their friends can see them, or items may be set for Public viewing. MemReg.com supports trades as well.
Provenance Support. MemReg's overall mission is to provide complex search capability of unique, collectible items and related information and provide trusted, third-party time-stamped history for all registered items and such items' supporting documentation. This evidence or "provenance" is presented to support authenticity. There is no charge for registering memorabilia items and supporting documentation such as pictures taken at signing, authentication certificates and all other related information. The Company has been developing the memreg.com site and owners have been adding items for more than a three years.
Each Registered item will receive a unique number which will follow this item regardless of subsequent ownership (a chain of title). Owners may control viewer access to any of their items. MemReg will be a centralized depository where these unique items may be managed and shared. It also provides a searchable database of signers for collectors and dealers. The site provides tools to capture and view provenance and facilitate secure item ownership transfer.
The Company believes that a unique component of MemReg's investment thesis is that the intrinsic value of registered items will increase the longer they have been registered. As the number of registered items increases and those items become more valuable with time, consequently the Company believes that the organic value of the MemReg Registry will continually increase.
Restructuring. On December 31, 2013, the Company sold its wholly owned subsidiary DynaSig Corp. ("DRC") for the reduction of debt and the cancellation of preferred claims totaling $1,000,000. DRC owns all the assets and technology related to the manufacture and development of the Bio-Pen and related software. After that sale, all remaining MRI preferred stock holders converted all of the Company's outstanding Series A and Series B Preferred stock to common stock. This conversion was a condition precedent for the acquisition of all the minority interest in the Company's partially owned subsidiary, the Memorabilia Registry Corp. ("MRC"). MRC owned all the rights and technology related to the MemReg business as well as the website, www.memreg.com. The acquisition of MRC minority interest was through a stock-for-stock exchange and the Company issued and issued 775,000 shares of newly designated, Series C Preferred stock for 775,000 shares of MRC Preferred stock. The Preferred claims of the MRC shares are basically identical to the claims of the newly issued MRI Series C shares. The Series C shares are now the only Company preferred stock outstanding and at issuance could convert into 4,078,947 MRI common shares. Each dollar of subsequent dividends converts into 3.774 shares common stock ($.265 per common share). On January 1, 2014, after the restructuring transactions and assuming the immediate conversion of the Series C shares but ignoring the impact of outstanding employee stock options, there were 24,575,833 fully diluted common shares outstanding.
Financial Condition after the restructuring. The Company's post restructuring capital structure is discussed above. The Company's primary asset is the complex suite of proprietary software that manages the Registry and memreg.com. There are no capitalized costs relating to this asset. The Company has expensed all its development since inception. There are also the intangible assets of the registry contents, registered members and fan list from Facebook ™. The Company debt of approximately $400,000 is owed entirely to its major shareholders. The Company is still reporting its financial condition as being in the "development Stage" and is currently generating nominal revenues from advertising and premium memberships.
Temporary Warrant Exercise price reduction. The Company has five Series of free trading warrants outstanding (the "Plan Warrants"). Each Series allows for the purchase of up to 8,397,732 common shares. Common shares issued upon Plan Warrant exercise are also free trading. Effective today, the Company has lowered the exercise price of all the Plan Warrants to $.20 per share except each Series has to be fully exercised for the subsequent Series to get the special price. This special exercise price expires on July 31, 2014. The Plan Warrant exercise prices will then revert to the Series' original exercise prices (Series B, $2.00; Series C, $3.00; Series D, $3.00; Series E, $4.00; Series F, $4.00) on.
About the Company. The Company currently trades on the Pink Sheets under the symbol DYBO but as soon as its name change is recorded with the stock trading regulators, the Company expects that symbol to change to reflect its new name. Information on the Company, including consolidated financial information is available on the Company's web sitewww.memreg.com.
MemReg's office is located at 9830 S. 51st St., Suite A-128, Phoenix, AZ 85044. The Company expects to continue to publish and post its financial information for investors on its web site.
Forward Looking Statements. Certain matters discussed within this press release may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Although the Company believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurances that its expectations will be attained. Such statements are inherently uncertain, and actual results and activities may differ materially from those estimated or projected. Certain factors that can affect the Company's ability to achieve its anticipated results include, among others, uncertainties inherent in the development of a new business and limited capital. Further factors affecting future performance are detailed in the Company's Financial Statements posted on its web site.
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SOURCE: MemReg, Inc.