Loan Artificial Intelligence (OTC: LAAI) posts 2025 loss and flags going concern
Rhea-AI Filing Summary
Loan Artificial Intelligence Corp. filed its annual report for the year ended December 31, 2025, showing no revenue and a net loss of $79,336. The company is a developmental-stage shell focused on mergers and acquisitions and has not yet implemented its business plan.
At year-end it had no cash, total liabilities of $189,706 and a stockholders’ deficit of $189,706, with an accumulated loss of $10,581,796. Auditors raised substantial doubt about its ability to continue as a going concern, and operations are currently funded by related-party advances.
In 2025 the company changed its name from Vestiage, Inc. to Loan Artificial Intelligence Corp. and completed a 1-for-800 reverse stock split, leaving 454,365 common shares and 300,000 shares of Convertible Series D Preferred Stock outstanding. Insiders control about 83% of common stock and all preferred shares, which carry 1,000 votes per share.
The common stock trades on the OTC market on an unsolicited-only basis, limiting liquidity. The company has identified Hong Technology Group, a Hong Kong technology business, as an acquisition target and received audited financials for its Richyork subsidiary, but closing remains subject to negotiation and execution of definitive documents and customary conditions.
Positive
- None.
Negative
- Going-concern uncertainty and no revenue: LAAI reported zero revenue in 2025, a net loss of $79,336, no cash, a stockholders’ deficit of $189,706, and an accumulated loss of $10,581,796, leading auditors to express substantial doubt about its ability to continue as a going concern.
Insights
No revenue, going-concern warning, heavy control by insiders.
Loan Artificial Intelligence Corp. (LAAI) reported zero revenue for 2025 and a net loss of $79,336, with total liabilities of $189,706 and no cash. Auditors highlighted recurring losses and a large accumulated deficit of $10,581,796 as raising substantial doubt about the company’s ability to continue as a going concern.
Operations are funded by related-party advances ($52,611 in 2025) and the balance sheet shows a stockholders’ deficit of $189,706. This leaves the company highly dependent on future financing or a successful merger. Governance is concentrated: officers, directors and principal holders beneficially own about 83% of common stock plus 300,000 shares of Convertible Series D Preferred Stock, each with 1,000 votes, effectively giving control to a single group.
The 1-for-800 reverse stock split and unsolicited-only OTC quotation underscore the company’s fragile market status and limited liquidity. Management has identified Hong Technology Group as a proposed acquisition and obtained audited financials for its Richyork subsidiary, but completion still depends on negotiating and signing definitive documents and meeting customary closing conditions, so the strategic pivot remains uncertain based on the current disclosure.
Key Figures
Key Terms
developmental stage company financial
going concern financial
Convertible Series D Preferred Stock financial
reverse stock split financial
Rule 15c2-11 regulatory
Sarbanes-Oxley Act of 2002 regulatory
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the year ended:
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ___________ to _____________
Commission File Number:
(Exact name of registrant as specified in its charter)
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| (Address of principal executive offices) | (Zip Code) | |
+
(Registrant’s telephone number, including area code)
_________________________________________
(Former name, former address and former fiscal year, if changed since last report)
Securities to be Registered Under Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g)
of the Act:
Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒
Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. ☒
Indicate by check mark whether the registrant
has submitted electronically and every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report.
If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes
As of June 30, 2025 (last business day of the
registrant’s most recently completed second fiscal quarter), based upon the last reported trade on that date ($9.68), the aggregate
market value of the voting and non-voting common equity held by non-affiliates (for this purpose, all outstanding and issued common stock
minus stock held by the officers, directors and known holders of 10% or more of the Company’s common stock) was $
The number of shares of the registrant’s common stock outstanding on December 31, 2025 and March 25, 2026 was .
The number of shares of the registrant’s Convertible Series D Preferred Stock outstanding on December 31, 2025 and March 25, 2026 was 300,000.
TABLE OF CONTENTS
| Page | ||
| CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS | ii | |
| PART I | ||
| Item 1. | Business | 1 |
| Item 1A. | Risk Factors | 5 |
| Item 1B. | Unresolved Staff Comments | 14 |
| Item 1C. | Cybersecurity | 14 |
| Item 2. | Properties | 15 |
| Item 3. | Legal Proceedings | 15 |
| Item 4. | Mine Safety Disclosures | 15 |
| PART II | ||
| Item 5. | Market Price and Dividends on the Registrant’s Common Equity and Related Stockholder Matters | 16 |
| Item 6. | Selected Financial Data | 16 |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 17 |
| Item 7A. | Quantitative and Qualitative Disclosures about Market Risk | 19 |
| Item 8. | Financial Statements and Supplementary Data | 19 |
| Item 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | 20 |
| Item 9A. | Controls and Procedures | 20 |
| Item 9B. | Other Information | 22 |
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 22 |
| PART III | ||
| Item 10. | Directors, Executive Officers and Corporate Governance | 23 |
| Item 11. | Executive Compensation | 25 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 26 |
| Item 13. | Certain Relationships and Related Transactions and Director Independence | 27 |
| Item 14. | Principal Accounting Fees and Services | 29 |
| PART IV | ||
| Item 15. | Exhibits, Financial Statement Schedules | 30 |
| Item 16. | 10-K Summary | 30 |
| Signatures | 31 | |
| i |
CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS
Use of Certain Defined Terms
Except as otherwise indicated by the context, references in this report to “Loan Artificial Intelligence Corp.”, “we,” “us,” “our,” “our Company”.
Forward-Looking Statements
This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, 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 statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “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, future operations, business plans and future financial results, and any other statements that are not historical facts.
These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the Annual Report on Form 10-K. All subsequent written and oral forward-looking statements concerning other matters addressed in this Annual Report on Form 10-K and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Annual Report on Form 10-K.
Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.
| ii |
PART I
| Item 1. | Business |
(a) Business Development
Loan Artificial Intelligence Corp. formerly Vestiage, Inc. (OTC: “LAAI”) 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 Loan Artificial Intelligence Corp. formerly 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 changed to Vestiage, Inc. on February 18, 2013,
The Company, as Vestiage, 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 related to nutraceuticals 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 result of the absence of a functioning board of directors and the revocation of the Company’s charter. The order appointed Small Cap Compliance, LLC (the “Custodian”) custodian with the right to appoint officers and directors, negotiate and compromise debt, execute contracts, issue stock, and authorize new classes of stock.
The Court awarded custodianship to the Custodian based on the absence of a functioning board of directors, revocation of the Company’s charter, and abandonment of the business. At this time, the Custodian appointed Rhonda Keaveney, as sole officer and Director.
The Custodian attempted to contact the Company’s officers and directors through letters, emails, and phone calls, with no success.
Small Cap Compliance, LLC (“SCC”) is a shareholder in the Company and applied to the Court for an Order appointing SCC as the Custodian. This application was for the purpose of reinstating Loan Artificial Intelligence Corp. formerly Vestiage, Inc.’s corporate charter to do business and restoring value to the Company for the benefit of the stockholders.
| 1 |
The Custodian performed the following actions in its capacity as custodian:
| · | Funded all expenses of the Company, including paying off outstanding liabilities | |
| · | Brought the Company back into compliance with the Florida Secretary of State, the Resident Agent, and the Transfer Agent | |
| · | Appointed officers and directors and held a shareholders meeting |
The Custodian paid the following expenses on behalf of the company:
| · | Florida Secretary of State for reinstatement of the Company, $1,950 | |
| · | Transfer agent, Issuer Direct, $16,710 | |
| · | Audit expenses, approximately $20,000 | |
| · | OTC Markets, $3,500 |
Upon appointment as the Custodian of the Company and under its duties stipulated by the Florida court, the Custodian took initiative to organize the business of the issuer. As Custodian, the duties were to conduct daily business, hold shareholder meetings, appoint officers and directors, reinstate the company with the Florida Secretary of State. The Custodian also had authority to enter into contracts and find a suitable merger candidate. SCC was compensated for its role as custodian in the amount of 500,000 shares of Restricted Common Stock and 300,000 shares of Convertible Preferred D Series Stock. The Custodian did not receive any additional compensation, in the form of cash or stock, for custodian services. The custodianship was terminated on July 29, 2022, See Exhibit 10.1 for appointment and termination of custodianship.
Small Cap Compliance, LLC is controlled by Rhonda Keaveney, its sole member.
The Company filed a Form D under Rule 504 (b)(1)(iii) in 2013 and filed subsequent financials under Alternative Reporting Standards with OTC Markets. The Company has obtained a 2 debt write off legal opinions.
(b) Business of Issuer
Loan Artificial Intelligence Corp. formerly Vestiage, Inc., incorporated in Florida on October 31, 2006, is a developmental stage company focused on mergers, acquisitions, and other financial transactions. The Company has not yet implemented its business plan and is currently seeking potential business combination opportunities. However, there are no definitive arrangements or agreements at this time.
On December 31, 2023, Loan Artificial Intelligence Corp. formerly Vestiage, Inc. disposed of its subsidiary, Fun Fitness Corporation (‘FFC’), by returning the 1,000,000 shares of Convertible Series A Preferred Stock acquired during the merger. The Company recognized a gain of $7,748 on disposal, calculated as the difference between the net asset carrying value and the fair value of the consideration received, which was $0. No remaining interests are held in FFC, and the disposal is not classified as a discontinued operation due to the absence of a strategic shift in operations. Prior to the disposal, FFC, was involved in the fitness event planning industry. FFC’s services included competition planning, vendor management, securing equipment, and coordinating food and volunteers for events. FFC also organized holiday and new member celebrations for local gyms.
Opportunities may come to the Company’s attention from various sources, including our management, our stockholders, professional advisors, securities broker dealers, venture capitalists and private equity funds, members of the financial community and others who may present unsolicited proposals. At this time, the Company has no plans, understandings, agreements, or commitments with any individual or entity to act as a finder in regard to any business opportunities. While it is not currently anticipated that the Company will engage unaffiliated professional firms specializing in business acquisitions, reorganizations or other such transactions, such firms may be retained if such arrangements are deemed to be in the best interest of the Company. Compensation to a finder or business acquisition firm may take various forms, including one-time cash payments, payments involving issuance of securities (including those of the Company), or any combination of these or other compensation arrangements. Consequently, the Company is currently unable to predict the cost of utilizing such services.
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The Company has not restricted its search to any particular business, industry, or geographical location. In evaluating a potential transaction, the Company analyzes all available factors and make a determination based on a composite of available facts, without reliance on any single factor.
It is not possible at this time to predict the nature of a transaction in which the Company may participate. Specific business opportunities would be reviewed as well as the respective needs and desires of the Company and the legal structure or method deemed by management to be suitable would be selected. In implementing a structure for a particular transaction, the Company may become a party to a merger, consolidation, reorganization, tender offer, joint venture, license, purchase and sale of assets, or purchase and sale of stock, or other arrangement the exact nature of which cannot now be predicted. Additionally, the Company may act directly or indirectly through an interest in a partnership, corporation or other form of organization. Implementing such structure may require the merger, consolidation, or reorganization of the Company with other business organizations and there is no assurance that the Company would be the surviving entity. In addition, our present management and stockholders may not have control of a majority of the voting shares of the Company following reorganization or other financial transaction. As part of such a transaction, some or all of the Company’s existing directors may resign and new directors may be appointed. The Company’s operations following the consummation of a transaction will be dependent on the nature of the transaction. There may also be various risks inherent in the transaction, the nature and magnitude of which cannot be predicted.
The Company may also be subject to increased US and China governmental regulations following a transaction; however, it is not possible at this time to predict the nature or magnitude of such increased regulation, if any.
The Company expects to continue to incur moderate losses each quarter until a transaction considered appropriate by management is effectuate.
At present financial revenue has not yet been realized. The Company hopes to raise capital in order to fund the acquisitions. All statements involving our business plan are forward looking statements and have not been implemented as of this filing.
The Company is moving in a new direction, statements made relating to our contemplated business combination are forward looking statements and we have no history of performance. Current management does not have any experience in acquisition of companies but is actively looking for a suitable person to incorporate into the management team.
The analysis will be undertaken by or under the supervision of our management. As of the date of this filing, we have not entered into definitive agreements. In our continued efforts to analyze potential business plan, we intend to consider the following factors:
| · | Potential for growth, indicated by anticipated market expansion or new technology; | |
| · | Competitive position as compared to other businesses of similar size and experience within our contemplated segment as well as within the industry as a whole; | |
| · | Strength and diversity of management, and the accessibility of required management expertise, personnel, services, professional assistance and other required items; | |
| · | Capital requirements and anticipated availability of required funds, to be provided by the Company or from operations, through the sale of additional securities or convertible debt, through joint ventures or similar arrangements or from other sources; | |
| · | The extent to which the business opportunity can be advanced in our contemplated marketplace; and | |
| · | Other relevant factors |
In applying the foregoing criteria, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Due to our limited capital available for investigation, we may not discover or adequately evaluate adverse facts about the opportunity to be acquired. Additionally, we will be competing against other entities that may have greater financial, technical, and managerial capabilities for identifying and completing our business plan.
We are unable to predict when we will, if ever, identify and implement a business plan. We anticipate that proposed business plan would be made available to us through personal contacts of our directors, officers and principal stockholders, professional advisors, broker-dealers, venture capitalists, members of the financial community and others who may present unsolicited proposals. In certain cases, we may agree to pay a finder’s fee or to otherwise compensate the persons who introduce the Company to business opportunities in which we participate.
| 3 |
We expect that our due diligence will encompass, among other things, meetings with incumbent management of the target business and inspection of its facilities, as necessary, as well as a review of financial and other information, which is made available to the Company. This due diligence review will be conducted either by our management or by third parties we may engage. We anticipate that we may rely on the issuance of our common stock in lieu of cash payments for services or expenses related to any analysis.
We may incur time and costs required to select and evaluate our business structure and complete our business plan, which cannot presently be determined with any degree of certainty. Any costs incurred with respect to the indemnification and evaluation of a prospective business that is not ultimately completed may result in a loss to the Company. These fees may include legal costs, accounting costs, finder’s fees, consultant’s fees and other related expenses. We have no present arrangements for any of these types of fees.
We anticipate that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants, attorneys, consultants, and others. Costs may be incurred in the investigation process, which may not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in a loss to the Company of the related costs incurred.
As of the time of this filing, the Company has not implemented a business combination. Our business plan is to merge with, or acquire, an operating entity that offers product or service growth potential. We are actively looking for a suitable merger candidate and evaluating potential target companies that align with our business plan. This will require review of financials, products and management of the merger candidate. We anticipate the review process could take up to 90 days after a viable candidate is located.
Recent Updates:
Name Change and Reverse Stock Split
On June 2, 2025, the Company’s board of directors and the shareholders holding a majority of the voting power of the Company approved by written consent, the changing the name of the Company from “Vestiage, Inc.” to “Loan Artificial Intelligence Corp.” and a reverse stock split of all of the issued and outstanding shares of Common Stock of the Company on a 1-for-800 basis, such that each issued and outstanding 800 shares of Common Stock shall become 1 share of Common Stock (the “Reverse Stock Split”). No fractional shares were issued in connection with the Reverse Stock Split; instead, holders received cash payments equal to the product of the closing sales price on the OTC Markets on the effective date and the fractional share otherwise issuable, after which such holders had no further interest in those fractional shares.
The name change, and the Reverse Stock Split were effective on September 23, 2025. The symbol formally changed on October 30, 2025. All share and per-share information (including earnings per share) presented in the accompanying reports have been retroactively adjusted to reflect the Reverse Stock Split as if it had occurred at the beginning of the earliest period presented.
Acquisition Target Identified
In October 2025 the Company announced that it has entered into an agreement to acquire Hong Technology Co., Limited, a Hong Kong–incorporated technology company, together with its wholly owned subsidiary, Richyork Intl Ents Limited (collectively, the “Hong Technology Group”). The Hong Technology Group is engaged in the development and commercialization of intelligent hardware and technology-enabled products integrating artificial intelligence software, data analytics, and automated system applications for consumer, enterprise, and industrial use cases. If an acquisition is completed, LAAI intends to position the Hong Technology Group as its primary operating business platform.
In March 2026, Hong Technology Group provided its first set of audited financial statements for its subsidiary Richyork Intl Ents Limited for the financial years ended December 31, 2023 and December 31, 2024, prepared in accordance with the Hong Kong Small and Medium-sized Entity Financial Reporting Standard (SME-FRS). With receipt of these audited financial statements, LAAI has satisfied a key prerequisite for advancing the acquisition process.
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The transaction will be subject to negotiation of definitive documentation customary for a transaction of this nature (“Definitive Documents”). The Definitive Documents will contain representations, warranties and covenants that are customary for transactions of this nature. The Definitive Documents will require that the consummation of the transaction will be subject to the satisfaction of various conditions required prior to closing as are customary for transactions of this nature.
Competition
The Company is in direct competition with many other entities in its efforts to locate a suitable merger candidate. Included in the competition are business development companies, special purpose acquisition companies (“SPACs”), venture capital firms, small business investment companies, venture capital affiliates of industrial and financial companies, broker-dealers and investment bankers, management consultant firms and private individual investors. Many of these entities possess greater financial resources and are able to assume greater risks than those which our Company could consider. Many of these competing entities also possess significantly greater experience and contacts than the Company’s management. Moreover, the Company also competes with numerous other companies similar to it for such opportunities.
Effect of Existing or Probable Governmental Regulations on the Business
We are subject to the Exchange Act and the Sarbanes-Oxley Act of 2002. Under the Exchange Act, we are required to file with the SEC annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. The Sarbanes-Oxley Act creates a strong and independent accounting oversight board to oversee the conduct of auditors of public companies and to strengthen auditor independence. It also (1) requires steps be taken to enhance the direct responsibility of senior members of management for financial reporting and for the quality of financial disclosures made by public companies; (2) establishes clear statutory rules to limit, and to expose to public view, possible conflicts of interest affecting securities analysts; (3) creates guidelines for audit committee members’ appointment, and compensation and oversight of the work of public companies’ auditors; (4) prohibits certain insider trading during pension fund blackout periods; and (5) establishes a federal crime of securities fraud, among other provisions.
We are also be subject to Section 14(a) of the Exchange Act, which requires all companies with securities registered pursuant to Section 12(g) of the Exchange Act to comply with the rules and regulations of the SEC regarding proxy solicitations, as outlined in Regulation 14A. Matters submitted to our stockholders at a special or annual meeting thereof or pursuant to a written consent require us to provide our stockholders with the information outlined in Schedules 14A or 14C of Regulation 14A. Preliminary copies of this information must be submitted to the SEC at least 10 days prior to the date that definitive copies of this information are provided to our stockholders.
Human Capital: Employees
As of December 31, 2025, the Company had 0 employees, and had two officers and two directors. Mr. Raymond Fu serves as Chief Executive Officer and Chief Financial Officer of the Company and Mr. Timothy Lam serves as Secretary of the Company. The Company’s Board of Directors consists of Mr. Fu and Ms. Zuqin (Joey) Cai as Chairman of the Board..
Subsequent to year ended December 31, 2025, on January 19, 2026, the Company received the resignation of Mr. Raymond Fu as the Company’s Chief Financial Officer, and concurrently the Board of Directors of the Company appointed Mr. Bin Gao as the Company’s Chief Financial Officer and a member of the Board of Directors.
We anticipate that we will begin to fill out our management team as and when we raise capital to begin implementing our business plan. In the interim, we will utilize independent consultants to assist with accounting and administrative matters. We currently have no employment agreements and believe our consulting relationships are satisfactory. We plan to continue to hire independent consultants from time to time on an as-needed basis.
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| Item 1A. | 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. However, we have included several risk factors that are important to our business.
An investment in our common stock involves a high degree of risk. You should carefully read and consider all of the risks described below, together with all of the other information contained or referred to in this report, before making an investment decision with respect to our common stock. If any of the following events occur, our financial condition, business and results of operations (including cash flows) may be materially adversely affected. In that event, the market price of our common stock could decline, and you could lose all or part of your investment.
Risks Relating to our Business
We have incurred operating losses, and have no current source of revenue
We do not expect to generate revenues until we further our business model. We can provide no assurance that we will produce any material revenues for our stockholders, or that our contemplated business will operate on a profitable basis. We have generated no revenue for the last two fiscal years that are reported in this statement.
We will, likely, sustain operating expenses without corresponding revenues, at least until we complete acquisitions and have operational success. This may result in our incurring a net operating loss that will increase until we generate revenue. We cannot assure you that any such business will be profitable at the time.
Our capital resources may not be sufficient to meet our capital requirements, and in the absence of additional resources we may have to curtail or cease business operations
We have historically generated negative cash flow and losses from operations and could experience negative cash flow and losses from operations in the future. Our independent auditors have included an explanatory paragraph in their report on our financial statements for the fiscal years ended December 31, 2025, and 2024 expressing doubt regarding our ability to continue as a going concern. We currently only have a minimal amount of cash available, which will not be sufficient to fund our anticipated future operating needs. The Company will need to raise substantial sums to implement its business plan. There can be no assurance that the Company will be successful in raising funds. To the extent that the Company is unable to raise funds, we will be required to reduce our planned operations or cease any operations.
Our future success is highly dependent on the ability of management to locate and attract suitable business opportunities and our stockholders will not know what business we will enter into until we consummate a transaction with the approval of our then existing directors and officers
At this time, we have a small operation focused on identifying a viable business acquisition targets and continued implementation of our business model is highly speculative, there is a consequent risk of loss of an investment in the Company. The success of our operations will depend to a great extent on the operations, financial condition and management of future business and internal development. While management intends to seek businesses opportunities with entities having established operating histories in additional to our marketing efforts, we cannot provide any assurance that we will be successful in locating opportunities meeting that criterion. The success of our operations will be dependent upon management, its financial position and numerous other factors beyond our control.
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We will incur increased costs as a result of becoming a reporting company, and given our limited capital resources, such additional costs may have an adverse impact on our profitability.
Following the effectiveness of our Form 10, we became an SEC reporting company. The Company is currently a small business and has limited revenue. However, the rules and regulations under the Exchange Act require a public company to provide periodic reports with interactive data files which will require the Company to engage legal, accounting and auditing services, and XBRL and EDGAR service providers. The engagement of such services can be costly, and the Company is likely to incur losses, which may adversely affect the Company’s ability to continue as a going concern. In addition, the Sarbanes-Oxley Act of 2002, as well as a variety of related rules implemented by the SEC, have required changes in corporate governance practices and generally increased the disclosure requirements of public companies. For example, as a result of becoming a reporting company, we will be required to file periodic and current reports and other information with the SEC and we must adopt policies regarding disclosure controls and procedures and regularly evaluate those controls and process.
The additional costs will continue to stretch our limited capital resources. The expenses incurred for filing periodic reports and implementing disclosure controls and procedures may be as high as $50,000 USD annually. In other words, due to our limited resources, we may have to allocate resources away from other productive uses in order to pay any expenses we incur in order to comply with our obligations as an SEC reporting company. Further, there is no guarantee that we will have sufficient resources to meet our reporting and filing obligations with the SEC as they come due.
The time and cost of associated with identifying and entering into an acquisition or merger with an attractive target company may be high and have an adverse impact on our ability to succeed.
The Company has been actively seeking target acquisitions and from time to time we may come across target merger companies. These companies may fail to comply with SEC reporting requirements may delay or preclude acquisitions. Sections 13 and 15(d) of the Exchange Act require reporting companies to provide certain information about significant acquisitions, including certified financial statements for the company acquired, covering one or two years, depending on the relative size of the acquisition. The time and additional costs that may be incurred by some target entities to prepare these statements may significantly delay or essentially preclude consummation of an acquisition. Otherwise, suitable acquisition prospects that do not have or are unable to obtain the required audited statements may be inappropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.
A Business merger may result in a change of control and a change of management.
In conjunction with a business acquisition, it is anticipated that we may issue an amount of our authorized but unissued common or preferred stock which represents the majority of the voting power and equity of our capital stock, which would result in stockholders of a target company obtaining a controlling interest in us. As a condition of the business combination agreement, our current stockholders may agree to sell or transfer all or a portion of our common stock as to provide the target company with all or majority control. The resulting change in control may result in removal of our present officers and directors and a corresponding reduction in or elimination of their participation in any future affairs.
We depend on our officers and the loss of their services would have an adverse effect on our business
We have for many years had only one officer and director of the Company. At the end of 2025/beginning of 2026, we identified two new directors, one of whom has been appointed as our Chief Financial Officer. The identification of qualified personnel and board members are critical to our chances for business success. We are dependent on the services of our chief executive officer and chief financial to operate our business and the loss of these persons would have an adverse impact on our future operations until such time as they could be replaced. We do not have employment contracts or employment agreements with our officers, and we do not carry key man life insurance on our officers.
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Risks Related to our Stock
There is presently a limited public market for our securities
Our common stock is quoted on the over-the-counter market on an unsolicited basis only, and an active market may never develop. Future sales of our common stock by existing stockholders pursuant to an effective registration statement or upon the availability of Rule 144 could adversely affect the market price of our common stock. A shareholder who decides to sell some, or all, of their shares in a private transaction may be unable to locate persons who are willing to purchase the shares, given the restrictions. Also, because of the various risk factors described above, the price of the publicly traded common stock may be highly volatile and not provide the true market price of our common stock.
Our stock is not eligible for proprietary broker-dealer quotations. All quotes in our stock reflect unsolicited customer orders, meaning that the transaction must be initiated by the customer without any solicitation or recommendation from the broker-dealer. Unsolicited-Only stocks have a higher risk of wider spreads, increased volatility, and price dislocations. Investors may have difficulty selling our stock as a result. In order to trade, an initial review by a broker-dealer under SEC Rule15c2-11 is required for brokers to publish competing quotes and provide continuous market making for our stock on OTC Markets.
As a result of this limitation:
| · | There is no active or consistent market-making in our common stock; |
| · | Trading in our securities is likely to be extremely limited, sporadic, or nonexistent; |
| · | Investors may experience substantial difficulty in purchasing or selling shares, including an inability to sell shares at desired times or prices; |
| · | Quoted prices, if any, may be inaccurate, stale, or not reflective of actual market value; |
| · | The market price of our common stock may be highly volatile, artificially depressed, or subject to manipulation; and |
| · | The lack of liquidity may discourage investor interest, reduce analyst coverage, and impair our ability to raise capital through equity financings. |
There can be no assurance that an active trading market for our common stock will develop or be sustained. Even if we become compliant with the information requirements of Rule 15c2-11 in the future, broker-dealers may elect not to publish quotations or resume market-making activities in our securities.
Accordingly, an investment in our common stock is highly illiquid and involves a high degree of risk, and investors may lose all or a substantial portion of their investment.
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Our officers, directors and principal stockholders own a large percentage of our stock and other stockholders have little or no ability to elect directors or influence corporate matters
As of December 31, 2025, our officers, directors, and principal stockholders were deemed to be the beneficial owners of approximately 83% of our issued and outstanding shares of common stock and 100% of the Convertible Series D Preferred Stock.
Our majority stockholder is controlled by Raymond Fu, our Chief Executive Officer and director, who holds 300,000 (100%) shares of the Convertible Series D Preferred Stock. The aggregate outstanding Convertible Series D Preferred Stock is convertible into approximately 600,000 shares of common stock. In addition, the Convertible Series D Preferred Stock has voting privileges of 1,000 votes for each share held. These shares have not been converted to common stock.
As a result, our CEO and the holder of the Convertible Series D Preferred Stock, via voting rights, can determine the outcome of any actions taken by us that require stockholder approval. For example, they will be able to elect all our directors, control the policies and practices of the Company and control the outcome of any proposed business combination.
We may issue more shares in an acquisition or merger, which will result in substantial dilution
Our Articles of Incorporation, as amended, authorize the Company to issue an aggregate of 500,000,000 shares of common stock of which 454,365 shares are currently outstanding and 20,000,000 shares of Preferred Stock are authorized, of which 10,000,000 shares of Convertible Series D Preferred Stock are authorized and 300,000 are outstanding.
Any acquisition or merger effected by the Company may result in the issuance of additional securities without stockholder approval and may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. If our convertible preferred stockholders choose to convert their stocks to common stocks, the stocks they receive are newly issued. This increases the total number of common shares. Because the number of common shares increases while the value of the company remains the same, the value of existing shares goes down. In other words, the new common shares dilute the value of all the common shares, which drives down the share price, give current shareholders fewer voting rights and less ownership of the company.
Moreover, shares of our common stock issued in any such merger or acquisition transaction may be valued on an arbitrary or non-arm’s-length basis by our management, resulting in an additional reduction in the percentage of common stock held by our then existing stockholders. In an acquisition type transaction, our Board of Directors has the power to issue any, or all, of such authorized but unissued shares without stockholder approval. To the extent that additional shares of common stock are issued in connection with a business combination or otherwise, dilution to the interests of our stockholders will occur and the rights of the holders of common stock might be materially adversely affected.
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We do not anticipate paying any cash dividends on our capital stock in the foreseeable future.
We have never declared or paid cash dividends on our capital stock. We currently intend to continue to retain all of our future net earnings, if any, to finance the growth and development of our business, and we do not anticipate paying any cash dividends on our capital stock in the foreseeable future. In addition, the terms of any future debt agreements may preclude us from paying dividends. As a result, capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future.
Risks Related to Doing Business in China
Presently, our operations in China and in general are limited, however, we may pursue acquisition targets who operate in China or Hong Kong. As a result, the Company may also be subject to increased US and China governmental regulations following a transaction; however, it is not possible at this time to predict the nature or magnitude of such increased regulation, if any.
Because all of the Company’s current limited operations are in China, the Company’s business is subject to the complex and rapidly evolving laws and regulations there. The Chinese government may exercise significant oversight and discretion over the conduct of the Company’s business and may intervene in or influence the Company’s operations at any time, which could result in a material change in the Company’s operations and/or the value of the common stock.
As a business operating in China, the Company is subject to the laws and regulations of the PRC, which can be complex and evolve rapidly. The PRC government has the power to exercise significant oversight and discretion over the conduct of the Company’s business, and the regulations to which we are subject may change rapidly and with little notice to us or the Company’s shareholders. As a result, the application, interpretation, and enforcement of new and existing laws and regulations in the PRC are often uncertain. In addition, these laws and regulations may be interpreted and applied inconsistently by different agencies or authorities. New laws, regulations, and other government directives in the PRC may also be costly to comply with, and such compliance or any associated inquiries or investigations or any other government actions may:
| · | Delay or impede the Company’s development, | |
| · | Require significant management time and attention, and | |
| · | Subject the Company to remedies, administrative penalties and even criminal liabilities that may harm the Company’s business, including fines assessed for the Company’s current or historical operations, or demands or orders that the Company modify or even cease its business practices. |
The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case that restrict or otherwise unfavorably impact the ability or manner in which we conduct our business and could require us to change certain aspects of our business to ensure compliance, which could decrease demand for our products, reduce revenues, increase costs, require us to obtain more licenses, permits, approvals or certificates, or subject us to additional liabilities. To the extent any new or more stringent measures are required to be implemented, our business, financial condition and results of operations could be adversely affected as well as materially decrease the value of the common stock.
Changes in Chinese political policies and economic and social policies or conditions may materially and adversely affect our business, results of operations and financial condition and may result in our inability to sustain our growth and expansion strategies.
If we continue to operate primarily from China and acquire assets and perform operations located in China our business, results of operations, financial condition and prospects may be influenced to a significant degree by political, economic and social conditions in China generally, by continued economic growth in China as a whole, and by geopolitical stability in the region.
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The Chinese economy, markets and levels of consumer spending are influenced by many factors beyond our control, including current and future economic conditions, political uncertainty, unemployment rates, inflation, fluctuations in the level of disposable income, taxation, foreign exchange administration, and changes in interest and currency exchange rates. The Chinese economy differs from the economies of most developed countries in many respects, including the level of government involvement, level of development, growth rate, foreign exchange administration and fiscal measures and allocation of resources. Although the Chinese government has implemented measures since the late 1970s emphasizing the utilization of market forces for economic reform, the restructuring of state assets and state-owned enterprises, and the establishment of improved corporate governance in business enterprises, a significant portion of productive assets in China is still owned or controlled by the Chinese government. The Chinese government also exercises control or influence over Chinese economic growth through allocating resources, administrating payment of foreign currency-denominated obligations, setting monetary and fiscal policies, regulating financial services and institutions and providing differentiated treatment to particular industries or companies.
While the Chinese economy has experienced significant growth in recent decades, growth has been uneven, both geographically and among various sectors of the economy. The Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures benefit the overall Chinese economy but may also have a negative effect on us. Our results of operations and financial condition could be materially and adversely affected by government administration on capital investments or changes in tax regulations that are applicable to us. In recent years, Chinese economic growth has slowed and any prolonged slowdown in the Chinese economy may reduce the demand for our products and adversely affect our business, results of operations and financial condition.
The interpretation and enforcement of Chinese laws, rules and regulations may change from time to time, which could have a material adverse effect on us.
If substantially all of our operations continue to be conducted in China, we will continue to be governed by Chinese laws, rules and regulations. Our future target subsidiaries, although not yet acquired, may be subject to laws, rules and regulations applicable to foreign investment in China. The Chinese legal system is a civil law system based on written statutes. Unlike common law systems, it is a system in which legal cases may be cited for reference but have limited value as precedents. In the late 1970s, the Chinese government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. The overall effect of legislation over the past four decades has significantly increased the protections afforded to various forms of foreign or private-sector investment in China. However, since these laws and regulations are relatively new and the Chinese legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules are subject to changes from time to time.
From time to time, we may have to resort to administrative and court proceedings to interpret and/or enforce our legal rights. However, since Chinese administrative and court authorities have discretion within their scope of authority in interpreting and implementing statutory and contractual terms, it may be difficult to evaluate the outcome of administrative and court proceedings, and the level of legal protection we enjoy. Such uncertainties, including uncertainty over the scope and effect of our contractual, property (including intellectual property) and procedural rights, and any failure to respond to changes in the regulatory environment in China could materially and adversely affect our business and impede our ability to continue our operations. Any administrative and court proceedings in China may be protracted, resulting in substantial costs and diversion of resources and management attention.
Changes in political, business, economic and trade relations between the United States and China may have a material adverse impact on our business, results of operations and financial condition.
We cannot predict the possible changes in the economic, regulatory, social and political environment in the United States and China, nor can we predict their potential impact on political, economic and trade relations between the United States and China and on our business.
The United States and China have imposed new or higher tariffs on goods imported from each other, including tariff increases announced by both countries in 2025. If the United States or China continues imposing such tariffs, or if additional tariffs or trade restrictions are implemented by the United States or by China, the resulting trade barriers could have a significant adverse impact on our business. The adoption and expansion of trade restrictions and tariffs, quotas and embargoes, sanctions, the occurrence of a trade war, or other governmental action related to tariffs or trade agreements or policies, has the potential to adversely impact costs, our suppliers and the world economy in general, which in turn could have a material adverse effect on our business, results of operations and financial condition.
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During President Trump’s first term in office, he signed executive orders banning transactions by any person, or with respect to any property, subject to the jurisdiction of the United States with respect to WeChat, and with persons that develop or control the following Chinese-connected software applications: Alipay, CamScanner, QQ Wallet, SHAREit, Tencent QQ, VMate, WeChat Pay, and WPS Office, some of which are critical to the operation of our business. These executive orders were revoked on June 9, 2021, by former President Biden, who then signed an executive order directing the Department of Commerce to launch a national security review of apps with links to foreign adversaries (which is defined to include China) and issue recommendations for regulatory and legislative action to address the associated risks. As a result, the implementation of this executive order could adversely affect our business in a material way.
Additionally, China has enacted laws and regulations to respond to foreign sanctions and exterritorial measures, including the Anti-Foreign Sanctions Law dated June 10, 2021. At this time, we do not know the extent to which our operations will be impacted by these laws and regulations.
We cannot foresee whether and how developments in similar policy actions or any other policy actions taken by the U.S. or Chinese government will impact our business and financial performance. In addition, changes in political, business, economic and trade relations between the U.S. and China, including the potential for heightened tensions under the current U.S. administration, may trigger negative customer sentiment and result in less consumer spending in general, potentially resulting in a negative impact on our business, results of operations and financial condition.
Furthermore, the risks and uncertainties associated with U.S.-China political, business, economic and trade relations may negatively impact investor sentiment towards China-based companies listed in the U.S., which could in turn adversely affect the demand, price and trading volume of our shares.
Fluctuation in the value of RMB may result in foreign currency exchange losses.
The conversion of the Renminbi (“RMB”) into foreign currencies, including U.S. dollars, is based on rates set by the People’s Bank of China (“PBOC”). Historically, the exchange rate between RMB and the U.S. dollar has showed higher volatility in certain years while staying within a narrow range in other years. The value of RMB against the U.S. dollar and other currencies is affected by changes in China’s political and economic conditions and by China’s foreign exchange policies, among other things. It is difficult to predict how market forces or Chinese or U.S. government policy may impact the exchange rate between RMB and the U.S. dollar in the future.
We anticipate that our revenues and costs will be denominated in RMB. As a United States holding company, we may rely on dividends and other fees paid to us by our subsidiaries in China. Any significant revaluation of RMB may materially affect our cash flows, revenues, earnings and financial position, and the value of, and any dividends payable on, our common stock in U.S. dollars. For example, an appreciation of RMB against the U.S. dollar would make any new RMB-denominated investments or expenditures more costly to us, to the extent that we need to convert U.S. dollars into RMB for such purposes. Conversely, a significant depreciation of RMB against the U.S. dollar may significantly reduce the U.S. dollar equivalent of our earnings, which in turn could adversely affect the price of our common stock. If we decide to convert RMB into U.S. dollars for the purpose of making payments for dividends and share repurchases of our common stock, strategic acquisitions or investments or other business purposes, the appreciation of the U.S. dollar against RMB would have a negative effect on U.S. dollar amounts available to us.
Hedging options available in China may not fully reduce our exposure to exchange rate fluctuations. In addition, our currency exchange loss may be magnified by Chinese exchange administration regulations that restrict our ability to convert RMB into foreign currency. As a result, fluctuations in exchange rates and regulations on exchange may have a material adverse effect on your investment.
You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in China against the Company or its management based on foreign laws.
The Company may conduct substantially all of its operations in China upon acquisition of proposed targets. As a result, substantially all of the Company’s assets may be located in China. The majority of the Company’s directors reside within China and are PRC nationals , and one officer/director is a resident and national of Hong Kong. As a result, it may be difficult for you to effect service of process upon the Company or those persons inside the PRC. In addition, the PRC does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with many other countries and regions. Therefore, recognition and enforcement in China of judgments of a court in any of these non-PRC jurisdictions in relation to any matter not subject to a binding arbitration provision may be difficult or impossible.
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U.S. regulatory bodies may be limited in their ability to conduct investigations or inspections of the Company’s operations in China.
Any disclosure of documents or information located in China by foreign agencies may be subject to jurisdiction constraints and must comply with China’s state secrecy laws, which broadly define the scope of “state secrets” to include matters involving economic interests and technologies. There is no guarantee that requests from U.S. federal or state regulators or agencies to investigate or inspect the Company’s operations in China will be honored by the Company, by entities who provide services to the Company or with whom the Company associates, without violating PRC legal requirements, especially as those entities are located in China. Furthermore, under the current PRC laws, an on-site inspection of the Company’s facilities in China by any of these regulators may be limited or prohibited.
Certain PRC regulations may make it more difficult for the Company to pursue growth through acquisitions.
Among other things, the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (“M&A Rules”) and Anti-Monopoly Law of the People’s Republic of China promulgated by the Standing Committee of the NPC which became effective in 2008 and latest revised in 2022 (“Anti-Monopoly Law”), established additional procedures and requirements that could make merger and acquisition activities by non-Chinese investors more time-consuming and complex. Such regulation requires, among other things, that State Administration for Market Regulation (SAMR) be notified in advance of any change-of-control transaction in which a non-Chinese investor acquires control of a PRC domestic enterprise or a foreign company with substantial PRC operations, if certain thresholds under the Provisions of the State Council on the Standard for Declaration of Concentration of Business Operators, issued by the State Council in 2008, are triggered. Moreover, the Anti-Monopoly Law of China requires that transactions which involve the national security, the examination on the national security shall also be conducted according to the relevant provisions. In addition, PRC Measures for the Security Review of Foreign Investment which became effective in January 2021 require acquisitions by non-Chinese investors of PRC companies engaged in military-related or certain other industries that are crucial to national security be subject to security review before consummation of any such acquisition. The Company may pursue potential strategic acquisitions that are complementary to the Company’s business and operations.
Complying with the requirements of these regulations to complete such transactions could be time-consuming, and any required approval processes, including obtaining approval or clearance from the MOFCOM, may delay or inhibit the Company’s ability to complete such transactions, which could affect the Company’s ability to expand the Company’s business or maintain the Company’s market share.
If we are classified as a PRC resident enterprise for PRC income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders.
Under the PRC Enterprise Income Tax Law and its implementation rules, an enterprise established outside of the PRC with its “de facto management body” within the PRC is considered a “resident enterprise” and will be subject to the enterprise income tax on its global income at the rate of 25%. The implementation rules define the term “de facto management body” as the body that exercises full and substantial control and overall management over the business, productions, personnel, accounts and properties of an enterprise. In 2009, the State Administration of Taxation, or SAT, issued a circular, known as SAT Circular 82, which provides certain specific criteria for determining whether the “de facto management body” of a PRC-controlled enterprise that is incorporated offshore is located in China. Although this circular applies only to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreigners, the criteria set forth in the circular may reflect the SAT’s general position on how the “de facto management body” text should be applied in determining the tax resident status of all offshore enterprises. According to SAT Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be regarded as a PRC tax resident by virtue of having its “de facto management body” in China, and will be subject to PRC enterprise income tax on its global income only if all of the following conditions are met: (i) the primary location of the day-to-day operational management is in the PRC; (ii) decisions relating to the enterprise’s financial and human resource matters are made or are subject to approval by organizations or personnel in the PRC; (iii) the enterprise’s primary assets, accounting books and records, company seals, and board and shareholder resolutions are located or maintained in the PRC; and (iv) at least 50% of voting board members or senior executives habitually reside in the PRC.
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We believe that our company is not a PRC resident enterprise for PRC tax purposes . However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body.” If the PRC tax authorities determine that our company is a PRC resident enterprise for enterprise income tax purposes, we would be subject to PRC enterprise income on the Company’s worldwide income at the rate of 25%. Furthermore, we would be required to withhold a 10% tax from dividends we pay to our shareholders that are non-PRC-resident enterprises. In addition, non-PRC-resident enterprise shareholders (including the common stockholders) may be subject to PRC tax on gains realized on the sale or other disposition of the common stock, if such income is treated as sourced from within the PRC. Furthermore, if we are deemed a PRC resident enterprise, dividends paid to our non-PRC individual shareholders (including the common stockholders) and any gain realized on the transfer of the common stock by such shareholders may be subject to PRC tax at a rate of 20% (which, in the case of dividends, may be withheld at source by us). These rates may be reduced by an applicable tax treaty, but it is unclear whether non-PRC shareholders of our company would be able to claim the benefits of any tax treaties between their country of tax residence and the PRC in the event that we are treated as a PRC resident enterprise. Any such tax may reduce the returns on your investment in the common stock.
Changes in international trade policies, trade disputes, barriers to trade, or the emergence of a trade war may dampen growth in China.
Political events, international trade disputes, and other business interruptions could harm or disrupt international commerce and the global economy, and could have a material adverse effect on us, our customers, material vendors, and other partners. International trade disputes could result in tariffs and other protectionist measures which may materially and adversely affect our business.
There have also been concerns about the relationship between the PRC and other countries, including the surrounding Asian countries, which may potentially have economic effects. In particular, there is significant uncertainty about the future relationship between the United States and the PRC with respect to trade policies, treaties, government regulations and tariffs. Economic conditions in China are sensitive to global economic conditions, as well as changes in domestic economic and political policies and the expected or perceived overall economic growth rate in China.
Political uncertainty surrounding international trade disputes and the potential of the escalation to trade war and global recession could have a negative effect on customer confidence. We may have also access to fewer business opportunities, and our operations may be negatively impacted as a result. In addition, the current and future actions or escalations by either the United States or the PRC that affect trade relations may cause global economic turmoil and potentially have a negative impact on our markets, our business, or our results of operations, as well as the financial condition of our clients, and we cannot provide any assurances as to whether such actions will occur or the form that they may take.
| 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 |
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| Item 2. | 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 |
From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.
| Item 4. | Mine Safety Disclosures |
Not applicable.
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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 quoted on the over-the-counter market under the symbol LAAI. However, trading in our securities is currently limited to unsolicited quotations only. This designation means that broker-dealers are not permitted to publish or maintain priced quotations for our securities on an interdealer quotation system unless such quotations are based solely on unsolicited customer interest.
Under SEC Rule 15c2-11, as amended, a broker-dealer may not publish quotations for a security unless certain current public information about the issuer is available. Because we do not currently meet the information requirements of Rule 15c2-11, broker-dealers may only publish quotations in our securities if such quotations are unsolicited, meaning that the transaction is initiated by a customer without any solicitation, recommendation, or encouragement by the broker-dealer.
As a result of this status:
| · | There is no active market-making in our common stock; | |
| · | Trading volume is extremely limited or sporadic; | |
| · | Quotations, if any, may not reflect actual market demand; | |
| · | Investors may find it difficult or impossible to buy or sell shares; and | |
| · | The market price of our common stock may be highly volatile or not indicative of fair value. |
We cannot assure you that an active trading market for our securities will develop or be sustained unless we satisfy the information requirements of Rule 15c2-11 and broker-dealers resume publishing regular quotations.
(b) Holders.
As of December 31, 2025, there are approximately 107 holders of an aggregate of 454,365 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 development of the Registrant’s business.
(d) Securities authorized for issuance under equity compensation plans.
None.
| Item 6. | Selected Financial Data |
Not applicable to a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act.
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| Item 7. | 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 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
Loan Artificial Intelligence Corp. formerly Vestiage, Inc., incorporated in Florida on October 31, 2006, is a developmental stage company focused on mergers, acquisitions, and other financial transactions. The Company has not yet implemented its business plan and is currently seeking potential business combination opportunities. However, there are no definitive arrangements or agreements at this time.
On December 31, 2023, Loan Artificial Intelligence Corp. formerly Vestiage, Inc. disposed of its subsidiary, Fun Fitness Corporation (‘FFC’), by returning the 1,000,000 shares of Convertible Series A Preferred Stock acquired during the merger. The Company recognized a gain of $7,748 on disposal, calculated as the difference between the net asset carrying value and the fair value of the consideration received, which was $0. No remaining interests are held in FFC, and the disposal is not classified as a discontinued operation due to the absence of a strategic shift in operations.
Prior to the disposal, the Company’s former subsidiary FFC, was involved in the fitness event planning industry. FFC’s services included competition planning, vendor management, securing equipment, and coordinating food and volunteers for events. FFC also organized holiday and new member celebrations for local gyms.
On December 29, 2022, the Company executed a Share Exchange Agreement with Fun Fitness Corporation (“FFC” the “Subsidiary”), a Wyoming corporation. On January 12, 2023 the acquisition closed and Loan Artificial Intelligence Corp. formerly Vestiage, Inc. acquired 100% of the issued stock and 1,000,000 shares of Convertible Series A Preferred Stock in exchange for 500,000 shares of Loan Artificial Intelligence Corp. formerly Vestiage, Inc. restricted Common Stock. FFC’s website is https://www.xfit.fun.
FFC was incorporated on October 31, 2022, in the state of Wyoming, and had no operations prior to incorporation. Since incorporation, FFC sponsored its first competition in November 2022 and another in December 2022. In January 2023, FFC traveled to Miami to network at a fitness competition with the intention of renting a booth in 2024 to promote our business. In February, FFC participated in the planning and execution of a worldwide competition in which members from a local gym competed.
FFC was incorporated on October 31, 2022, in the state of Wyoming, and had no operations prior to incorporation. Since incorporation, FFC sponsored its first competition November 2022 and another in December 2022. In January 2023, FFC traveled to Miami to network at a fitness competition with the intention of renting a booth in 2024 to promote our business. In February, FFC participated in the planning and execution of a worldwide competition in which members from a local gym competed.
The financials for FFC have had no impact on historical financials for Loan Artificial Intelligence Corp. formerly Vestiage, Inc.LAAI as of this filing since the acquisition didn’t close until January 2023.
The Company is moving in a new direction. Statements made in regard to our business are forward-looking statements and we have a limited history of performance. Management has limited experience in the fitness event planning business and is actively looking for a suitable person to incorporate into the management team.
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If an opportunity presents itself, we will partner with investors in the purchase of a functional fitness gym to expand our revenue stream and further establish a brand in the fitness community.
Going Concern
Our auditor has indicated in their reports on our financial statements for the fiscal years ended December 31, 2025, that conditions exist that raise substantial doubt about our ability to continue as a going concern due to our recurring losses from operations, deficit in equity, and the need to raise additional capital to fund operations. A “going concern” opinion could impair our ability to finance our operations through the sale of debt or equity securities.
Recent Developments
On August 25, 2023, a change in control of the Company occurred by virtue of the Company’s largest shareholder, Small Cap Compliance, LLC, selling 300,000 shares of the Convertible Series D Preferred Stock and the Company issuing 381,250 shares of Restricted Common Stock to Well Profit Holdings Limited. Such shares represent 100% of the Company’s total issued and outstanding shares of Convertible Series D Preferred Stock and 84.5% of the Company’s total issued and outstanding shares of Common Stock. As part of the sale of the shares, Ms. Keaveney, owner of Small Cap Compliance, LLC, arranged with Raymond Fu, control person for Well Profit Holdings Limited, prior to resigning as the sole Officer and member of the Company’s Board of Directors and to appoint new officers and directors of the Company.
Results of Operations Comparison of the Years Ended December 31, 2025 and 2024
Revenue
For the years ended December 31, 2025 and 2024, the Company had not generated any revenues.
Operating Expenses
Operating expenses for the year ended December 31, 2025 were $79,336 compared to $52,675 for the year ended December 31, 2024.
Operating expenses increased for the years ended December 31, 2025 due to other professional fees and other general and administrative fees incurred for this period.
Other Income and Expenses
The Company had $NIL in other income and expenses for the years ended December 31, 2025 and 2024.
Net Income (Loss)
For the years ended December 31, 2025, the Company had a net loss of $79,336 compared to the years ended December 31, 2024 of a net income of $52,675.
The net loss resulted from increase in operating expenses being a reporting company.
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Liquidity and Capital Resources
The following table provides selected balance sheet data for our Company at December 31, 2025 and 2024:
| December
31, 2025 | December
31, 2024 | |||||||
| Balance Sheet Data | ||||||||
| Cash | $ | – | $ | – | ||||
| Total Assets | – | – | ||||||
| Total Liabilities | 189,706 | 110,370 | ||||||
| Total Stockholders’ Deficit | $ | (189,706 | ) | $ | (110,370 | ) | ||
To date, the Company has relied on debt and equity raised in private offerings and shareholder loans to finance operations and no other sources of capital has been identified. If we experience a shortfall in operating capital, we could be faced with having to limit our research and development activities.
As of December 31, 2025, we had $NIL in cash and a working capital deficit of $189,706.
Operating Activities
For year ended December 31, 2025 net loss was $79,336 as compared to net loss of $52,675 for the years ended December 31, 2024. Cash used in operating activities was $52,611 and $30,683 for the years ended December 31, 2025 and 2024, respectively. The decrease in cash used in operating activities was primarily due to an increase in accounts payable and accrued expenses.
Investing Activities
The Company had no investing activities occurred during the years ended December 31, 2025 and December 31, 2024.
Financing Activities
During the years ended December 31, 2025 and 2024, the Company received advances from a related party in the amount of $52,611 and $30,683, respectively, for working capital purposes.
The financial statements accompanying this Report have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of our business. As reflected in the accompanying financial statements, we have not yet generated any revenue, had a net loss of $79,336 and have an accumulated loss of $10,581,796 as of December 31, 2025. These factors raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to raise additional funds and implement our business plan. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk |
Not applicable to a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act.
| Item 8. | Financial Statements and Supplementary Data |
The full text of the Company’s financial statements for the years ended December 31, 2025 and 2024, begins on page F-1 of this Annual Report on Form 10-K.
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| Item 9. | Changes in and Disagreement With Accountants on Accounting and Financial Disclosure |
Dismissal of and Engagement of New Independent Registered Public Accounting Firm
On April 16, 2024, the Company dismissed its independent accountants BF Borgers CPA (“BF”).
On April 9, 2024, the Company engaged and executed an agreement with Beckles and Co. (“Beckles”), as the Company’s new independent accountant to replace BF.
BF did render a report regarding the Company’s financial statements for the fiscal years ended December 31, 2021 and 2022, being the two most recent fiscal years for which the Company has filed audited financial statements with the Securities and Exchange Commission (the “SEC”).
The board of directors of the Company, acting as the audit committee, approved the decision to change independent accountants.
During the fiscal years ended December 2022 and 2021, and through April 16, 2024, the Company had no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) with BF on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of BF would have caused BF to make reference thereto in connection with its report.
During the fiscal years ended December 31, 2022 and 2021, and through April 16, 2024, the Company did not experience any reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).
The Company requested BF to furnish it with a letter addressed to the SEC stating whether or not BF agrees with the above statements and, if it does not agree, the respects in which it does not agree. A copy of the letter, dated April 16, 2024, was filed as Exhibit 16.1 to our current report on Form 8-K filed with the SEC on April 16, 2024.
During the Company’s fiscal years ended December 31, 2022 and 2021, and through April 16, 2024, neither the Company nor anyone on the Company’s behalf consulted with Beckles regarding any of the following: (i) either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that Beckles concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).
| Item 9A. | Controls and Procedures |
a) Evaluation of Disclosure Controls and Procedures
We conducted an evaluation, under the supervision and with the participation of our management, of the effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (“Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2025, our disclosure controls and procedures were not effective at the reasonable assurance level.
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b) Management’s Report on Internal Control Over Financial Reporting.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Our internal control over financial reporting is a process designed by, or under the supervision of, our CEO and CFO, or persons performing similar functions, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America (GAAP). Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and disposition of the assets of our company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that receipts and expenditures of our company are being made only in accordance with authorization of management and directors of our company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.
Our management, including our principal executive officer and principal financial officer, assessed the effectiveness of our internal control over financial reporting at December 31, 2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). Based on that assessment under those criteria, management has determined that, as of December 31, 2025, our internal control over financial reporting was not effective.
Our internal controls are not effective for the following reasons: (1) lack of a functioning audit committee and lack of a majority of outside directors on the Company’s board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by the Company’s Chief Financial Officer in connection with the review of our financial statements as of December 31, 2025 and communicated the matters to our management.
Management believes that the material weaknesses set forth in items (2), (3) and (4) above did not have an effect on the Company’s financial results. However, management believes that the lack of a functioning audit committee and lack of a majority of outside directors on the Company’s board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures can result in the Company’s determination to its financial statements for the future years.
We are committed to improving our financial organization. As part of this commitment, we intend to create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to the Company: i) Appointing one or more outside directors to our board of directors who shall be appointed to the audit committee of the Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; and ii) Preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.
Pursuant to Regulation S-K Item 308(b), this Annual Report on Form 10-K does not include an attestation report of our company’s registered public accounting firm regarding internal control over financial reporting.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. A control system, no matter how well designed and operated can provide only reasonable, but not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their cost.
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c) Changes in Internal Control over Financial Reporting
During the year ended December 31, 2025, there were no other changes in our internal controls over financial reporting, which were identified in connection with our management’s evaluation required by paragraph (d) of rules 13a-15 and 15d-15 under the Exchange Act, that materially affected, or is reasonably likely to have a material effect on our internal control over financial reporting.
| Item 9B. | Other Information |
During the year ended December 31, 2025, no director
or officer
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
Not Applicable.
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PART III
| Item 10. | Directors, Executive Officers and Corporate Governance |
Our current Officers and directors and additional information concerning them are as follows:
| Name | Age | Position | ||
| Raymond Fu | 58 | Chief Executive Officer and Director | ||
| Bing Gao | 47 | Chief Financial Officer and Director | ||
| Zuqin (Joey) Cai | 57 | Chairwoman | ||
| Timothy Lam Chee Yau | 41 | Secretary |
Raymond Fu, Chief Executive Officer, Chief Financial Officer, President, Director
Mr. Raymond Fu has more than 20 years of professional experience in operations, management and M&A in the finance industry. From 1993 until 2005, Mr. Fu worked various roles at Triplenic Holdings Limited (now known as Fujian Group Limited (HKEX:181)), including as an Executive Director where he helped the group grow from a market value of $1 billion HKD to $300 billion HKD. From 2005 to present, Mr. Fu has held his role as an Executive Director of Asia Image Investment Limited.
Mr. Fu is also currently serving as the sole director and controlling shareholder of Uonlive (Hong Kong) Limited, a Hong Kong company since 22 May 2020. Mr. Fu is also President and Chief Executive Office of Storming Dragon Limited, a BVI company. Since 2020, Mr. Fu has been CEO and Director at Kuber Resources Corporation (OTC: KUBR). He is also the sole Director and a shareholder of Chuang Fu Capital Equity CCI Capital Limited, a Hong Kong company, since 4 December 2018. Chuang Fu Capital Equity CCI Capital Limited is the sole shareholder of Chuang Fu Qu Kuai Technology (Shenzhen) Limited, a company incorporated in Shenzhen, China.
Mr. Fu has served in various public positions including President of the Lions Club and Honorary President of the New Territories Manufacturer’s Association.
Bin Gao, Chief Financial Officer and Director
Mr. Gao earned a Bachelor’s degree in Chinese Language and Literature from Henan Radio and Television University in 2002, with academic focus on modern literary studies. Following graduation, Mr. Gao served for nearly 10 years as Senior Deputy General Manager at STAR GROUP (Taiwan), where his principal clients included GE, HP, and Dell. In 2012, Mr. Gao founded his own business and to present date continues to operate this business focused in the electronic consumer trades industry.
Zuqin (Joey) Cai, Chairwoman of the Board of Directors
Ms. Cai is a senior executive with over 20 years of experience in international financial management, including cross-border trade finance, supply-chain financing, and structured financial transactions. She has served as an investor and adviser to several private and public enterprises and is an active philanthropist, having been a member of Lions Clubs International for over 13 years, including service as a chapter president.
Chee Yau Timothy Lam, Secretary
Timothy was admitted as a lawyer in New South Wales, Australia in 2007. He was also admitted as a qualified lawyer in New Zealand and Hong Kong. Since 2019, he has been a Partner in a Hong Kong law firm and has experience across multiple jurisdictions including the USA, Hong Kong, Australia, and China.
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Timothy has a Bachelors in Arts (Philosophy), Bachelors in Law, Masters in Law (Corporate and Finance), Masters in Industrial Property, Masters in Applied Law (Commercial Litigation), Masters in Strategic Public Relations, Masters in Buddhist Studies and a Masters in Buddhist Counselling.
Timothy has advised and acted for multiple listed companies in Hong Kong and Australia. He has also advised listed company board members on their obligations and high level corporate and governmental employees as to their duties in their roles.
He is a Member of the Hong Kong Law Society, a Member of the NSW Law Society, a Governor to the Board of the Children’s Cancer Foundation and a Fellow of the Hong Kong Institute of Directors.
Director Independence
Our board of directors is currently composed of 3 members, two of whom do not qualify as an independent directors in accordance with the published listing requirements of the NASDAQ Global Market. The Company has deemed Ms. Cai as independent. The NASDAQ independence definition includes a series of objective tests, such that the director is not, and has not been, for at least three years, one of our employees, and neither the director, nor any of his family members has engaged in any type of business dealings with us. In addition, our board of directors has not made a subjective determination whether no relationships exist, as it relates to each director, which, in the opinion of our board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, they would have reviewed and discussed with us, the information provided by the directors with a view to determine each director’s business relationships and personal activities as it relates to us and our management.
Insider Trading Policy
Involvement in Legal Proceedings
To our knowledge, there have been no material legal proceedings during the last ten years that would require disclosure under the federal securities laws, material to an evaluation of the ability or integrity of any of our directors or executive officers.
Potential Conflicts of Interest
We are not aware of any current or potential conflicts of interest that exist among with our directors or executive officers, other business interests and their involvement with the Company.
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| Item 11. | Executive Compensation |
The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to our Chief Executive Officer and two other most highly compensated executive officers (our “named executive officers”) for services rendered in all capacities during the fiscal years ended December 31, 2025 and December 31, 2024, respectively. No other executive officers received total annual salary and bonus compensation in excess of $100,000.
| Name and Principal Position | Year | Salary | Bonus | Stock Awards | Option Awards | Nonequity Incentive Plan Compensation | Nonqualified Deferred Compensation Earnings | |||||||
| Raymond Fu, Director, |
2025 | – | – | – | – | – | – | |||||||
| CEO, Former CFO (1) | 2024 | – | – | – | – | – | – | |||||||
| Timothy Lam Chee Yau, (2) | 2025 | – | – | – | – | – | – | |||||||
| Secretary | 2024 | – | – | – | – | – | – | |||||||
| Bin Gao | 2025 | – | – | – | – | – | – | |||||||
| Chief Financial Officer (3) | 2024 | – | – | – | – | – | – |
| (1) | Mr. Fu has served as CEO since August 25, 2023. Mr. Fu does not receive a salary. Raymond Fu resigned as Chairman on December 1, 2025 and as CFO on January 19, 2026. Mr. Fu continues to serve as CEO and a Director. | |
| (2) | Mr. Lam has served as secretary since August 25, 2023. Mr. Lam does not receive a salary. | |
| (3) | Mr. Gao was appointed as CFO on January 19, 2026. Mr. Gao does not receive a salary. |
Employment Contracts
The Company has not entered into any employment agreements with its officer and director.
Stock Awards Plan
The Company has not adopted a Stock Awards Plan, but may do so in the future. The terms of any such plan have not been determined.
Director Compensation
The Company’s Board of Directors has not adopted a stock option plan, and has no plans to adopt one, but may choose to do so in the future. If such a plan is adopted, this may be administered by the Board or a committee appointed by the Board (the “Committee”). The Committee would have the power to modify, extend or renew outstanding options and to authorize the grant of new options in substitution, provided that any such action may not impair any rights under any option previously granted.
Board Committees
We have not formed an Audit Committee, Compensation Committee or Nominating and Corporate Governance Committee as of the filing of this Annual Report. Our Board of Directors performs the principal functions of an Audit Committee. We currently do not have an Audit Committee Financial Expert on our Board of Directors. We believe that an Audit Committee Financial Expert is not required because the cost of hiring an Audit Committee Financial Expert to act as one of our directors and to be a member of an Audit Committee outweighs the benefits of having an Audit Committee Financial Expert at this time.
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| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
The following table sets forth certain information with respect to the beneficial ownership of our voting securities by (i) each director and named executive officer, (ii) all executive officers and directors as a group; and (iii) each shareholder known to be the beneficial owner of 5% or more of the outstanding common stock of the Company as of December 31, 2025.
Beneficial ownership is determined in accordance with the rules of the SEC. Generally, a person is considered to beneficially own securities: (i) over which such person, directly or indirectly, exercises sole or shared voting or investment power, and (ii) of which such person has the right to acquire beneficial ownership at any time within 60 days (such as through exercise of stock options or warrants). For purposes of computing the percentage of outstanding shares held by each person or group of persons, any shares that such person or persons has the right to acquire within 60 days of December 31, 2025 are deemed to be outstanding, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership.
Amount and Nature of Beneficial Ownership Common Stock (2) | ||||||||
| Name and Address of Beneficial Owner (1) | Number of Shares Beneficially Owned | Percentage Ownership of Shares of Common Stock | ||||||
| Raymond Fu (3) | 381,250 | 83.91% | ||||||
| Timothy Lam (4) | 0 | 0% | ||||||
| Zuqin (Joey) Cai (5) | 0 | 0% | ||||||
Preferred Stock
| Raymond Fu (3) | 300,000 | 100% |
| (1) | Except as otherwise set forth above, the address of each beneficial owner is c/o Loan Artificial Intelligence Corp., 1113, Lippo Centre Tower 2, 89 Queensway, Admiralty, Hong Kong | |
| (2) |
Based on 454,365 shares of common stock issued and outstanding as of December 31, 2025. | |
| (3) | Mr. Raymond Fu has served as CEO of the Company and Director since August 25, 2023. Mr. Fu is considered the controlling stockholder and beneficial owner of shares held by Wells Profit Holdings Limited (“Well Profit”), which holds 381,250 shares of common stock together with together with 300,000 Series D Preferred Stock shares which are exercisable or convertible into 600,000 shares of common stock with respect to such securities. As of January 19, 2026, the Well Profit as the result of a private transaction not involving the Company, is ultimately owned by (i) Pacific Smart Group Limited (BVI) holding 39%, and (ii) Pacific Eternity Holdings Limited (BVI) holding 61%. Raymond Fu maintains ultimate beneficial control of Pacific Eternity Holdings Limited. | |
| (4) | Mr. Lam has served as Secretary of the Company since August 25, 2023, does not own any shares. | |
| (5) | Ms. Cai was appointed to the Board of Directors and serves as Chairperson of the Board since December 1, 2025 and does not own any shares. |
Securities Authorized for Issuance Under Equity Compensation Plans
The Company has not adopted any equity incentive plans as of December 31, 2025.
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| Item 13. | Certain Relationships and Related Transactions, and Director Independence |
| (a) | Under Regulation S-K, Item 4, Section C require disclosure of promoters and certain control persons for registrants that are filing a registration statement on Form 10 under the Exchange Act and that had a promoter at any time during the past five fiscal years shall: |
| (i) | State the names of the promoter(s), the nature and amount of anything of value (including money, property, contracts, options or rights of any kind) received or to be received by each promoter, directly or indirectly, from the registrant and the nature and amount of any assets, services or other consideration therefore received or to be received by the registrant; and | |
| (ii) | As to any assets acquired or to be acquired by the registrant from a promoter, state the amount at which the assets were acquired or are to be acquired and the principle followed or to be followed in determining such amount, and identify the persons making the determination and their relationship, if any, with the registrant or any promoter. If the assets were acquired by the promoter within two years prior to their transfer to the registrant, also state the cost thereof to the promoter. |
Small Cap Compliance, LLC/Rhonda Keaveney
Small Cap Compliance, LLC is considered a promoter under the meaning of Securities Act Rule 405. Small Cap Compliance, LLC was appointed custodian of the Company and its duties stipulated by the Florida Court. The Custodian took initiative to organize the business of the issuer. As Custodian, their duties were to conduct daily business, hold shareholder meetings, appoint officers and directors, and reinstate the Company with the Florida Secretary of State. The Custodian also had authority to enter into contracts and find a suitable merger candidate. In addition, Small Cap Compliance, LLC, controlled by Ms. Keaveney, was compensated for its role as custodian and paid outstanding bills to creditors on behalf of the Company. The Custodian has not, and will not, receive any additional compensation, in the form of cash or stock, for custodian services.
| (b) | Under Regulation S-K Item 404(c)(2) Registrants shall provide the disclosure required by paragraphs (c)(1)(i) and (c)(1)(ii) of this Item as to any person who acquired control of a registrant that is a shell company, or any person that is part of a group, consisting of two or more persons that agree to act together for the purpose of acquiring, holding, voting or disposing of equity securities of a registrant, that acquired control of a registrant that is a shell company. |
At the time SCC was appointed custodian, Loan Artificial Intelligence Corp. formerly Vestiage, Inc. was a shell company. In accordance with S-K 404(c)(2) paragraphs (c)(1)(i) and (c)(1)(ii), the following information is being disclosed, however, as discussed below, Loan Artificial Intelligence Corp. formerly Vestiage, Inc. is no longer considered a shell company.
The Custodian paid the following expenses on behalf of the company:
| · | Florida Secretary of State for reinstatement of the Company, $1,950 | |
| · | Transfer agent, Issuer Direct - $16,710 | |
| · | Audit expenses, approximately $20,000 | |
| · | OTC Markets - $3,500 |
Rhonda Keaveney has been appointed as Custodian to many companies in the states of Nevada, Wyoming, Colorado and Florida. As Custodian, Ms. Keaveney, through her company, Small Cap Compliance, LLC has rehabilitated many companies, including Loan Artificial Intelligence Corp. formerly Vestiage, Inc. The only potential conflict in working with, and acting as Officer and Director, of multiple companies is the amount of time Ms. Keaveney has to spend on the daily operations of each company. The custodian companies have no operations. Ms. Keaveney reinstates each company with its state of domicile, files Form 10s or OTC Markets financial statements, pays certain outstanding company bills and searches for a suitable merger candidate or business combination for each company.
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The potential for conflict is low but not zero. Ms. Keaveney acts as custodian with certain duties that must be fulfilled as stipulated in the court order. Ms. Keaveney does not employ any investor relations firms to promote any of her Custodian companies and focuses on making each company compliant with relevant regulatory agencies. The investors should be aware that Small Cap Compliance, LLC is the majority shareholder for each custodian company and Ms. Keaveney is the only Officer, Director and Executive Director for Loan Artificial Intelligence Corp. formerly Vestiage, Inc. These custodian companies have been abandoned and the stock is illiquid. The investors could lose some or all of their investment due to these factors.
Loan Artificial Intelligence Corp. formerly Vestiage, Inc. is no longer a shell company. We are incurring material operating expenses and development expenses relating to sponsored gym events and marketing our services at these events. In addition, we have incurred material expenses in the operation of our business, such as travel costs, audit expenses, and so forth. These, and other elements of our operating status show that we indeed are and have “engaged in activities that are, at a minimum, sufficient to manifest a strong commitment to developing a legitimate business.” It is our assertion that since December 29, 2022 the Company. has not been a shell company.
On January 12, 2023 the Company acquired 100% of the issued stock and, 1,000,000 shares of Convertible Series A Preferred Stock in exchange for 625 shares of the Company’s Restricted Common Stock.
Ms. Keaveney was sole shareholder and sole Officer and Director of Fun Fitness Corporation (“FFC”) until Loan Artificial Intelligence Corp. formerly Vestiage, Inc. acquired 100% of the outstanding shares of FFC. Ms. Keaveney remains the sole Officer and Director of FFC.
Mr. Raymond Fu, beneficial owner of Wells Profit Holdings Limited (“Wells Profit”) is considered the control persons and acquired control of the Company. Wells Profit purchased 300,000 shares of the Company’s Convertible Series D Preferred Stock and 381,250 post reverse split shares of the Company’s Restricted Common Stock. These shares represent the controlling block of stock and were purchased from Small Cap Compliance, LLC for $335,000.
Transactions with Related Persons
The following includes a summary of transactions since the beginning of our 2023 fiscal year, or any currently proposed transaction, in which we were or are to be a participant and the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years, and in which any related person had or will have a direct or indirect material interest (other than compensation described under “Executive Compensation” above). We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable, in arm’s-length transactions.
Related-party transactions are reviewed and approved by the Board of Directors as a whole until such time as an Audit Committee is formed.
Mr. Raymond Fu, Officer and Director of the Company, have advanced working capital to pay expenses of the Company. The advances are due on demand and non-interest bearing without maturity date.
Small Cap Compliance, LLC (“SCC”) former controlling shareholder of the Company and Rhonda Keaveney, former sole Officer and Director of the Company, is also the owner of SCC and fonder of Fun Fitness Corporation (“FFC”), the Company’s subsidiary. She is also the sole Officer and Director of FFC and former owner of FFC’s outstanding Preferred A shares. SCC have advanced working capital to pay the Company’s expenses, which includes transfer agent fees and accounting fees. The outstanding amounts were transferred to Mr. Raymond Fu upon change of control of the Company on August 25, 2023.
On August 25, 2023, the Company issued 381,250 shares of Restricted Common Stock to Well Profit Holdings Limited as part of the change of control.
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The outstanding amount due to related parties was $140,136 and $87,525 as of December 31, 2025 and 2024, respectively.
| Item 14. | Principal Accounting Fees and Services |
Independent Auditors’ Fees
The following table represents fees billed for each of the years ended December 31 for professional audit services rendered by our independent registered public accounting firm:
December 31, 2025 | December 31, 2024 | |||||||
| Audit fees (1) | $ | 19,500 | $ | 31,500 | ||||
| Audit-related fees (2) | – | – | ||||||
| Tax fees (3) | – | – | ||||||
| All other fees (4) | – | – | ||||||
| Total | $ | 19,500 | $ | 31,500 | ||||
| (1) | Audit Fees consist of the aggregate fees billed for professional services rendered for the audit of our annual financial statements and the reviews of the financial statements included in our Forms 10-Q and for any other services that were normally provided in connection with our statutory and regulatory filings or engagements. | |
| (2) | Audit-related fees consist of fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements. | |
| (3) | Tax fees consist of fees for professional services rendered for tax compliance, tax advice and tax planning. |
| (4) | All other fees consist of fees for products and services provided, other than for the services reported under the headings “Audit Fees,” “Audit Related Fees” and “Tax Fees.” The Company has adopted a policy regarding the services of its independent auditors under which our independent accounting firm is not allowed to perform any service which may have the effect of jeopardizing the registered public accountant’s independence. Without limiting the foregoing, the independent accounting firm shall not be retained to perform the following: |
| · | Bookkeeping or other services related to the accounting records or financial statements | |
| · | Financial information systems design and implementation | |
| · | Appraisal or valuation services, fairness opinions or contribution-in-kind reports | |
| · | Actuarial services | |
| · | Internal audit outsourcing services | |
| · | Management functions | |
| · | Broker-dealer, investment adviser or investment banking services | |
| · | Legal services | |
| · | Expert services unrelated to the audit |
Pre-Approval Policies and Procedures
The SEC requires that before our independent registered public accounting firm is engaged by us to render any auditing or permitted non-audit related service, the engagement be either: (i) approved by our Audit Committee or (ii) entered into pursuant to pre-approval policies and procedures established by the Audit Committee, provided that the policies and procedures are detailed as to the particular service, the Audit Committee is informed of each service, and such policies and procedures do not include delegation of the Audit Committee’s responsibilities to management.
We do not have an Audit Committee. Our Board pre-approves all services provided by our independent registered public accounting firm.
| 29 |
PART IV
| Item 15. | Exhibits, Financial Statement Schedules |
a) Documents filed as part of this Report.
| 1. | Financial Statements. The Company’s Balance Sheets as of December 31, 2025 and 2024, the Statements of Operations for the years ended December 31, 2025 and 2024, the Statements of Changes in Stockholders’ Equity for the years ended December 31, 2025 and 2024, and the Statements of Cash Flows for the years ended December 31, 2025 and 2024, together with the notes thereto and the reports of the Company’s independent registered public accounting firm, as required by Item 8 are included in this 2025 Annual Report on Form 10-K as set forth in Item 8 above. |
| 2. | Financial Statement Schedules. All financial statement schedules have been omitted since they are either not required or not applicable, or because the information required is included in the financial statements or the notes thereto. |
| 3. | Exhibits. The following exhibits are either filed as a part hereof or are incorporated by reference. Exhibit numbers correspond to the numbering system in Item 601 of Regulation S-K. |
EXHIBIT INDEX
| Incorporated Herein by Reference | ||||||
| Exhibit Number | Exhibit Description | Form | File Date | |||
| 3.1 | By-Laws | 10-12G | 3/21/23 | |||
| 3.2 | Articles of Incorporation | 10-12G | 3/21/23 | |||
| 3.3 | FLSOS File Stamped Certificate of Designation Preferred D Shares | 10-12G | 3/21/23 | |||
| 3.4 | FLSOS File Stamped Certificate of Cancellation Preferred A, B, and C Shares | 10-12G | 3/21/23 | |||
| 3.5 | Vestiage - Articles filed June 2022 | 10-12G/A | 4/20/23 | |||
| 3.6 | Amended Articles filed with the Secretary of State of the State of Florida on September 15, 2025 | 8-K | 9/22/25 | |||
| 10.1 | Fun Fitness - Share Exchange Agreement filed December 2022 | 10-12G/A | 4/20/23 | |||
| 10.2 | Court Custodial Order | 10-12G | 3/21/23 | |||
| 10.3 | VEST Custodian Services Agreement | 10-12G/A | 4/20/23 | |||
| 10.4 | Stock Purchase Agreement, between the Small Cap Compliance and Well Profit Holdings Limited Dated May 25, 2023 | 8-K | 8/29/23 | |||
| 21.1 | List of Subsidiaries of the Registrant | * | ||||
| 31.1 | Certification of Chief Executive Officer pursuant to Rule 13(a)-14(a)/15(d)-14(a) of the Securities Act of 1934 | * | ||||
| 31.2 | Certification of Chief Financial Officer pursuant to Rule 13(a)-14(a)/15(d)-14(a) of the Securities Act of 1934 | * | ||||
| 32.1 | Certification of Chief Executive Officer Executive Officer under Section 1350 as Adopted pursuant Section 906 of the Sarbanes-Oxley Act of 2002 | * | ||||
| 32.2 | Certification of Chief Financial Officer under Section 1350 as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | * | ||||
| 101.INS | Inline XBRL Taxonomy Extension Schema Document | |||||
| 101.SCH | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||
* Filed Herewith
| Item 16. | 10-K Summary |
As permitted, the registrant has elected not to supply a summary of information required by Form 10-K.
| 30 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: April 15, 2026 | LOAN ARTIFICIAL INTELLIGENCE CORP. | |
| By: | /s/ Raymond Fu | |
Name: Raymond Fu Title: Chief Executive Officer (Principal Executive Officer) | ||
| By: | /s/ Bin Gao | |
Bin Gao, Chief Financial Officer (Principal Financial and Accounting Officer) | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| SIGNATURE | TITLE | DATE | ||
| /s/ Raymond Fu | Chief Executive Officer and Director (principal executive officer) | April 15, 2026 | ||
| Raymond Fu | ||||
| /s/ Bin Gao | Chief Financial Officer and Director (principal financial and accounting officer) | April 15, 2026 | ||
| Bin Gao | ||||
| /s/ Zuqin (Joey) Cai | Director, Chairperson | April 15, 2026 | ||
| Zuqin (Joey) Cai | ||||
| 31 |
INDEX TO FINANCIAL STATEMENTS
| Report of Independent Registered Public Accounting Firm | F-2 |
| Balance Sheets as of December 31, 2025 and 2024 | F-3 |
| Statements of Operations for the years ended December 31, 2025 and 2024 | F-4 |
| Statement of Changes in Stockholders’ Equity (Deficit) for the years ended December 31, 2025 and 2024 | F-5 |
| Statements of Cash Flows for the years ended December 31, 2025 and 2024 | F-6 |
| Notes to Financial Statements | F-7 |
| F-1 |
Report of Independent Registered Public Accounting Firm
To the shareholders and the board of directors of Loan Artificial Intelligence Corp formerly Vestiage, Inc..
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Loan Artificial Intelligence Corp formerly Vestiage, Inc. as of December 31, 2025 and 2024, the related statements of operations, stockholders' deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
No matters identified in the audit were considered to be critical audit matters.
/S/ Beckles & Co
We have served as the Company’s auditor since 2024
April 15, 2026
| F-2 |
LOAN ARTIFICIAL INTELLIGENCE CORP.
FORMERLY VESTIAGE, INC.
BALANCE SHEETS
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Total Current Assets | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders' Deficit | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Due to related party | ||||||||
| Total Current Liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitment & contingencies | ||||||||
| Stockholders' Deficit | ||||||||
| Preferred Stock Series D, $ par value; shares authorized, and shares issued and outstanding, respectively | ||||||||
| Common Stock, $ par value; shares authorized, and shares issued and outstanding, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated loss | ( | ) | ( | ) | ||||
| Total Stockholders' Deficit | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders' Deficit | $ | $ | ||||||
See accompanying notes to audited financial statements
| F-3 |
LOAN ARTIFICIAL INTELLIGENCE CORP.
FORMERLY VESTIAGE, INC.
STATEMENTS OF OPERATIONS
| Years Ended | ||||||||
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Revenues | $ | $ | ||||||
| Operating expenses | ||||||||
| Professional fees | ||||||||
| Other general & administrative expense | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other Income (Expenses) | ||||||||
| Interest income (expense) | ||||||||
| Total other income (expenses) | ||||||||
| Net loss before income tax | ( | ) | ( | ) | ||||
| Income tax expense | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Earnings (Loss) per Share - Basic and Diluted | $ | ) | $ | ) | ||||
| Weighted Average Shares Outstanding - Basic and Diluted | ||||||||
See accompanying notes to audited financial statements
| F-4 |
LOAN ARTIFICIAL INTELLIGENCE CORP.
FORMERLY VESTIAGE, INC.
STATEMENTS OF STOCKHOLDERS' DEFICIT
For the Years Ended December 31, 2025 and 2024
| Preferred Stock Series D | Common Stock | |||||||||||||||||||||||||||
| Shares | Par Value, $0.001 | Shares | Par Value, $0.001 | Additional paid-in capital | Accumulated loss | Total Stockholders' Deficit | ||||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Net loss | – | – | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Net loss | – | – | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
See accompanying notes to audited financial statements
| F-5 |
LOAN ARTIFICIAL INTELLIGENCE CORP.
FORMERLY VESTIAGE, INC.
STATEMENTS OF CASH FLOWS
| Years Ended | ||||||||
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Cash Flows from Operating Activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustment to reconcile Net loss from operations: | ||||||||
| Depreciation & Amortization expense | ||||||||
| Changes in operating assets and liabilities | ||||||||
| Accounts payable and accrued expenses | ||||||||
| Net Cash Used in Operating Activities | ( | ) | ( | ) | ||||
| Cash Flows from Investing Activities | ||||||||
| Acquisition of property, plant and equipment | ||||||||
| Net Cash Provided by Investing Activities | ||||||||
| Cash Flows from Financing Activities | ||||||||
| Proceeds from related party payables | ||||||||
| Net Cash Provided by Financing Activities | ||||||||
| Net Increase (Decrease) in Cash | ||||||||
| Cash at Beginning of Period | ||||||||
| Cash at End of Period | $ | $ | ||||||
| Supplemental Cash Flow Information: | ||||||||
| Income Taxes Paid | $ | $ | ||||||
| Interest Paid | $ | $ | ||||||
See accompanying notes to audited financial statements
| F-6 |
LOAN ARTIFICIAL INTELLIGENCE CORP.
FORMERLY VESTIAGE, INC.
Notes to the Financial Statements
As of and for the years ended December 31, 2025 and 2024
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
Loan Artificial Intelligence Corp. (OTC “LAAI” or the “Company”) was incorporated under the laws of the State of Florida on October 31, 2006, as The Harvard Learning Centers, Inc. On February 18, 2013, the name of the Company was changed to Vestiage, Inc.
Business operations for the Company were abandoned by former management when they resigned on September 9, 2015, and a custodianship action, as described in the subsequent paragraph, 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 result of the absence of a functioning board of directors and the revocation of the Company’s charter. The order appointed Small Cap Compliance, LLC (the “Custodian”) custodian with the right to appoint officers and directors, negotiate and compromise debt, execute contracts, issue stock, and authorize new classes of stock.
Small Cap Compliance, LLC (“SCC”) is a shareholder in the Company and applied to the Court for an Order appointing SCC as the Custodian. This application was for the purpose of reinstating the Company’s corporate charter to do business and restoring value to the Company for the benefit of the stockholders.
The court awarded custodianship to the Custodian based on the absence of a functioning board of directors, revocation of the company’s charter, and abandonment of the business. At this time, the Custodian appointed Rhonda Keaveney as sole officer and director.
The Custodian attempted to contact the Company’s officers and directors through letters, emails, and phone calls, with no success.
On December 31, 2022, the company executed a Share Exchange Agreement with Fun Fitness Corporation (“FFC”), of which Rhonda Keaveney is the sole officer and director. The Company acquired 1,000,000 shares of Series A Preferred Stock of FFC in exchange for 625 shares of common stock, making Fun Fitness Corporation a wholly owned subsidiary of the Company. The acquisition is a combination of entities under common control; however, FFC was incorporated in the State of Wyoming on October 1, 2022, so there is no impact to the historical financial information. The 625 shares of common stock were issued by the transfer agent on January 12, 2023.
On August 25, 2023, a change in control of the Company occurred by virtue of the Company’s largest shareholder, Small Cap Compliance, LLC, selling 300,000 shares of the Convertible Series D Preferred Stock and the Company issuing 381,250 shares of Restricted Common Stock to Well Profit Holdings Limited. Such shares represent 100% of the Company’s total issued and outstanding shares of Convertible Series D Preferred Stock and 84.5% of the Company’s total issued and outstanding shares of Common Stock. As part of the sale of the shares, Ms. Keaveney, owner of Small Cap Compliance, LLC, arranged with Raymond Fu, control person for Well Profit Holdings Limited, prior to resigning as the sole Officer and member of the Company’s Board of Directors and to appoint new officers and directors of the Company.
On September 23, 2025, the Company changed its
name from Vestiage, Inc. to Loan Artificial Intelligence Corp. and completed a reverse split of its common stock at a ratio of
| F-7 |
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
These audited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Concentration of credit risk
Financial instruments which potentially subject the Company to concentration of credit risk consist of cash deposits and customer receivables. The Company maintains cash with various major financial institutions. The Company performs periodic evaluations of the relative credit standing of these institutions. To reduce risk, the Company performs credit evaluations of its customers and maintains reserves when necessary for potential credit losses.
Cash and cash equivalents
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.
Related parties
The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.
Pursuant to Section 850-10-20 the Related parties include a) affiliates of the Company; b) Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
| F-8 |
Commitments and contingencies
The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.
Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented.
For the years ended December 31, 2025, the potentially dilutive shares of common stock from conversion of the outstanding Series D preferred stock.
For periods when the Company incurred net losses, the dilutive shares were excluded in the denominator of the diluted earnings per share calculation as the inclusion of such shares would have been anti-dilutive given the net loss recorded for the period.
Recent Accounting Pronouncements
The Company has implemented all applicable accounting pronouncements that are in effect. These pronouncements did not have any material impact on the audited financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its audited financial position or results of operations.
NOTE 3 – GOING CONCERN
The accompanying audited financial statements
have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal
course of business. The Company has
| F-9 |
NOTE 4 – EQUITY
Preferred Stock
On August 25, 2023, a change in control of the Company occurred by virtue of the Company's largest shareholder sold shares of the Convertible Series D Preferred Stock and issued shares of Restricted Common Stock to Well Profit Holdings Limited.
On June 6, 2022, the Company filed Articles of Amendment, with the State of Florida designating shares of the Preferred Stock as Convertible Series D Preferred Stock, par value $. Each share of Convertible Series D Preferred Stock is convertible into 2 shares of common stock. In addition, the Convertible Series D Preferred Stock has voting privileges of 1,000 votes per one share of Series D. The Convertible Series D Preferred Stock is not entitled to dividends.
On June 6, 2022, Ms. Keaveney was compensated for her role as custodian with shares of Convertible Preferred D Series Stock.
As of December 31, 2021, the Company had the following designations for preferred stock; 50,000 shares of Series Preferred A Stock, 100,000 shares of Series Preferred B Stock, and 10,000,000 shares of Series Preferred C Stock. There were no shares issued and outstanding as of December 31, 2021. Effective June 7, 2022, the number of shares and all rights, privileges and restrictions of the Series of Preferred Stock were cancelled.
Common Stock
The Company is authorized to issued shares of common stock.
On June 2, 2025, the Company’s board of
directors and the shareholders holding a majority of the voting power of the Company approved by written consent, the changing the name
of the Company from “Vestiage, Inc.” to “Loan Artificial Intelligence Corp.” and a reverse stock split of all
of the issued and outstanding shares of Common Stock of the Company on a
On August 25, 2023, a change in control of the Company occurred by virtue of the Company's largest shareholder sold 300,000 shares of the Convertible Series D Preferred Stock and issued 381,250 shares of Restricted Common Stock to Well Profit Holdings Limited.
On January 12, 2023, the Company issued shares of common stock pursuant to a Share Exchange Agreement for the acquisition of Fun Fitness Corporation.
On June 6, 2022, Ms. Keaveney was compensated for her role as custodian of the Company with shares of common stock.
NOTE 5 – INCOME TAX
Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company is using the U.S. federal income tax rate of 21%.
| F-10 |
The Company has accumulated net operating losses (“NOL”) carried forward to offset future taxable income. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.
As of December 31, 2025 and 2024, the Company
had
The reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate is as follows:
| Schedule of effective income tax reconciliation | Years Ended | |||||||||||||||
| December 31, | December 31, | |||||||||||||||
| 2025 | 2024 | |||||||||||||||
| Statutory federal income tax benefit | $ | ( | ) | % | $ | ( | ) | % | ||||||||
| Change in valuation allowance | ( | )% | ( | )% | ||||||||||||
| Effective income tax | $ | % | $ | % | ||||||||||||
The Company did not pay any income taxes, net of refunds, at the federal, state, or foreign levels during the years ended December 31, 2025 and 2024.
NOTE 6 – RELATED PARTY TRANSACTIONS
On June 6, 2022, Ms. Keaveney, former director
and officer of the Company, was compensated for her role as custodian with shares of Convertible Preferred D Series Stock and
shares of common stock for total amount of $
Ms. Keaveney and Small Cap Compliance, LLC, (a
company owned by Ms. Keaveney) also advanced working capital to the Company in the amount of $
Mr. Raymond Fu, director and officer of the Company,
have advanced working capital to pay for expenses of the Company for the years ended December 31, 2025. During the years ended December
31, 2025 and 2024, expenses paid on behalf of the Company by Mr. Fu totaled $
The outstanding amount due to related parties
was $
| F-11 |
NOTE 7 – SEGMENT REPORTING
The Company adopted ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, and applied the amendments retrospectively to all prior periods presented.
The Company operates in a single and segment. The Company’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer, who reviews financial information for the purposes of allocating resources and assessing the financial performance of the Company’s activities.
The segment information, including significant segment expenses, regularly provided to the CODM is as follows:
| Schedule of segment reporting | Years Ended | |||||||
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Total segment revenues | $ | $ | ||||||
| Significant Segment Expenses: | ||||||||
| Professional fees | ||||||||
| Other general & administrative expense | ||||||||
| Total segment loss | $ | ( | ) | $ | ( | ) | ||
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Total segment assets | $ | – | $ | – | ||||
NOTE 8 – SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through April 15, 2026 date that the financial statements were available for issuance and has determined that it does not have any material subsequent events to disclose in these the financial statements.
| F-12 |