Phoenix, Arizona, January 12, 2015 — (OTC Pink: MREG). MemReg, Inc. a Nevada corporation, formerly known as Dynamic Biometric Systems, Inc. (the “Company”) announced today that FINRA has approved its formal name change. The Company’s CUSIP number is 58626C105. The Market Effective Date was 1/2/2015. This is another of the Company’s continuing steps to focus all of its efforts on the memorabilia business (www.memreg.com) which services memorabilia collectors and the general public with the broadest and most detailed registry devoted to all types of memorabilia (the “Registry”). The Company’s Registry currently can present in high resolution more than 126,000 memorabilia items plus any ownership documentation. 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.
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 more than 2,500 registered members and more than 26,000 Facebook™ fans. It estimates its total potential Facebook™ reach is more than 4,000,000 related parties.
The Company believes the memorabilia market 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 memorabiliamarket 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.
The Company believes there are millions of items of memorabilia tucked away in boxes, closets and basements and that their owners have little concept of the value of these items. 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 TM) and resale real estate (Zillow TM). Both the used car and resale real estate markets are highly fragmented with very difficult price discovery.
The Company’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 receives 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. The Company’s Registry 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 its 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 Registry will also continually increase.
The Company’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. Information on the Company, including consolidated financial information is available on the Company’s web site www.memreginc.com. The Company’s product web site is www.memreg.com.
The Company’s post restructuring capital structure is discussed below. The Company’s primary assets are: the complex suite of proprietary software that manages the Registry; the valuation methodology and algorithms; the website; the valuation base; the items in the Registry and its registered members and FacebookTM friends. There are no capitalized costs relating to these assets. The Company has expensed all its development costs since inception.
On December 31, 2013, the Company sold its wholly owned subsidiary DynaSig Corporation (“DynaSig”) for the reduction of debt and the cancellation of preferred claims totaling $1,000,000. DynaSig owned all the assets and technology related to the manufacture and development of the Bio-Pen and related software. After that sale, all remaining shares of the Company’s Series A and Series B Preferred stock were converted to common stock. This conversion was a condition precedent for the acquisition of all the minority interest in the Company’s partially owned subsidiary, the Memorabilia Registry Corp. (“MRC”). MRC owned all the rights and technology related to the MemReg business as well as the website, www.memreg.com.
The acquisition of MRC minority interest was through a stock-for-stock exchange and the Company issued and issued 775,000 shares of newly designated, Series C 15% Preferred stock (the “Series C Preferred”) for 775,000 shares of MRC Preferred stock, the only MRC equity not owned by the Company. At the acquisition date, the total preferred claims of the newly issued Series C Preferred shares were basically identical to the total claims of the MRC Preferred shares. The Company’s Series C Preferred shares are now the only preferred stock outstanding and as of the date of this release could be converted into 4,335,500 common shares. Each dollar of subsequent dividends converts into four shares common stock ($.25 per common share). As of January 1, 2015, assuming the immediate conversion of the Series C Preferred shares but ignoring the impact of outstanding employee stock options, there were 24,685,935 fully diluted common shares outstanding. The Company also has debt of approximately $500,000 owed entirely to its major shareholders. The Company is currently generating nominal revenues from advertising and premium memberships.
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.