STOCK TITAN

Loan Artificial Intelligence Corp. (LAAI) posts Q2 2026 loss and flags going-concern risk

(High)
(Neutral)
Form Type
10-Q

Rhea-AI Filing Summary

Loan Artificial Intelligence Corp. is a developmental-stage Florida company with no revenue and a continued focus on pursuing a business combination. For the quarter ended June 30, 2026, it reported a net loss of $20,232, versus $7,875 a year earlier, and a six‑month net loss of $28,873 compared with $14,256 in 2025. Operating expenses consist solely of professional and general and administrative costs; there is no interest income or expense and no tax expense.

The balance sheet shows no cash or other assets, total liabilities of $218,579, and a stockholders’ deficit of $218,579 as of June 30, 2026, driven mainly by $180,768 due to a related party. The company discloses that these conditions and its accumulated deficit raise substantial doubt about its ability to continue as a going concern, and reliance on related-party funding is central to its plans.

The company has entered into an agreement to acquire the Hong Technology Group and has received audited financial statements for a key subsidiary, but closing remains subject to negotiation and customary conditions. Management also reports a material weakness in internal control over financial reporting related to segregation of duties, with disclosure controls and procedures deemed not effective as of June 30, 2026.

Positive

  • Acquisition path progressing: The company has entered into an agreement to acquire the Hong Technology Group and obtained audited financial statements for its subsidiary, satisfying a key prerequisite to advancing the proposed transaction.
  • Consistent related‑party funding: Related parties advanced $40,632 in the first half of 2026 (vs. $2,011 in 2025), providing working capital support while the company has no operating cash flows.

Negative

  • Going‑concern uncertainty: With no revenue, no assets, and a stockholders’ deficit of $218,579, management states there is substantial doubt about the company’s ability to continue as a going concern.
  • Growing operating losses: Net loss increased to $28,873 for the first half of 2026 from $14,256 in 2025, entirely from professional and general and administrative expenses without offsetting revenues.
  • Negative working capital and leverage to insiders: All liabilities of $218,579 are current, including $180,768 due to related parties, leaving the company fully dependent on short‑term, non‑contractual insider financing.
  • Material weakness in internal controls: Management concludes disclosure controls and internal control over financial reporting are not effective due to a segregation-of-duties weakness with limited staff.

Filing Explained

The filing adds 375,000 potential conversion shares and confirms six-month operations depended on 40,632 dollars of related-party advances.

The current financing state is that LAAI used $40,632 in operating cash during the six months ended June 30, 2026, with the same $40,632 supplied through related-party advances; no cash remained at period-end.

Those advances are due on demand, bear no interest, have no maturity date, and are not covered by formal financing agreements, so the funding is recorded as a liability rather than equity.

Separately, the 300,000 outstanding Series D preferred shares are convertible into 375,000 common shares and carry 1,000 votes per preferred share. If conversion occurs, the additional common shares would reduce existing holders’ percentage ownership absent offsetting changes; because the filing reports no securities sales during the period, this remains potential conversion rather than a current issuance.

Q2 2026 net loss $20,232 Net loss for the three months ended June 30, 2026
Six-month 2026 net loss $28,873 Net loss for the six months ended June 30, 2026
Total liabilities $218,579 Liabilities as of June 30, 2026
Stockholders’ deficit $218,579 Deficit as of June 30, 2026
Due to related party $180,768 Related-party payables as of June 30, 2026
Operating expenses H1 2026 $28,873 Total operating expenses for six months ended June 30, 2026
Weighted average shares 454,365 Weighted average common shares basic and diluted, all periods presented
Earnings (loss) per share H1 2026 $(0.064) Basic and diluted loss per share for six months ended June 30, 2026
going concern financial
"These conditions and the ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern"
Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.
Convertible Series D Preferred Stock financial
"10,000,000 shares of the Preferred Stock as Convertible Series D Preferred Stock, par value $0.001"
reverse stock split financial
"a reverse stock split of all of the issued and outstanding shares of Common Stock of the Company on a 1-for-800 basis"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
material weakness financial
"management identified a material weakness in the Company’s internal control over financial reporting related to the segregation of duties"
A material weakness is a significant flaw in the systems and checks a company uses to ensure its financial reports are accurate, meaning errors or fraud could happen and not be caught. For investors it matters because it raises the risk that reported results are unreliable—similar to finding a hole in a ship’s hull—potentially leading to corrected financials, regulatory action, reduced trust, and negative effects on stock value and borrowing costs.
segment reporting financial
"The Company adopted ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures"
Segment reporting is the practice of breaking a company's financial results into the separate parts of its business—such as product lines, geographic areas, or divisions—so outsiders can see how each part is performing. For investors, it matters because it reveals which areas drive profit or loss, like inspecting individual rooms in a house to know which need repair or add value, helping assess growth prospects and risks more accurately.
developmental stage company financial
"is a developmental stage company focused on mergers, acquisitions, and other financial transactions"

FAQ

What were LAAI’s revenues and net loss for the quarter ended June 30, 2026?

Loan Artificial Intelligence Corp. reported no revenue and a net loss of $20,232 for the quarter ended June 30, 2026, compared with a net loss of $7,875 for the same quarter in 2025, reflecting higher professional and administrative expenses.

What is LAAI’s financial position and stockholders’ deficit as of June 30, 2026?

As of June 30, 2026, LAAI reported no cash, total assets of $0, total liabilities of $218,579, and a stockholders’ deficit of $218,579. Current liabilities include $37,811 of accounts payable and $180,768 due to related parties.

Does LAAI’s 10-Q disclose substantial doubt about its ability to continue as a going concern?

Yes. Management states that the absence of revenue, accumulated deficit, lack of cash, and reliance on related-party funding raise substantial doubt about LAAI’s ability to continue as a going concern within one year, and this doubt is not alleviated by current plans.

What is the status of LAAI’s planned acquisition of the Hong Technology Group?

LAAI has entered into an agreement to acquire the Hong Technology Group and received audited 2023–2024 financial statements for its subsidiary Richyork Intl Ents Limited. Completion remains subject to negotiation and execution of Definitive Documents and customary closing conditions.

What internal control issues did LAAI report in its June 30, 2026 10-Q?

LAAI’s management concluded that disclosure controls and internal control over financial reporting were not effective due to a material weakness in segregation of duties, stemming from a very limited staff, with no material changes in controls during the period.

How many shares of common and preferred stock are outstanding for LAAI?

As of August 14, 2026, LAAI had 454,365 shares of common stock and 300,000 shares of Convertible Series D Preferred Stock outstanding. Each Series D share is convertible into 1.25 common shares and carries 1,000 votes per share.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2026

 

or

 

     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: 000-56529

 

Loan Artificial Intelligence Corp.

(Exact name of registrant as specified in its charter)

 

Florida   45-4895104
(State of other jurisdiction of incorporation or organization)   (IRS Employer Identification No.)

 

1113, Lippo Centre Tower 2,

89 Queensway, Admiralty, Hong Kong 0000

(Address of Principal Executive Offices) (Zip Code)

 

+852 3703 6155

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act: None.

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
N/A   LAAI   N/A

 

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.  Yes ☒   No ☐

 

Indicate by check mark whether the registrant has submitted electronically 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). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   Accelerated filer
Non-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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐ No 

 

As of August 14, 2026, there were 454,365 shares outstanding of the registrant’s Common Stock.

 

As of August 14, 2026, there were 300,000 shares outstanding of the registrant’s Convertible Series D Preferred Stock.

 

 

   

 

 

LOAN ARTIFICIAL INTELLIGENCE CORP.

FORMERLY VESTIAGE, INC.

 

FORM 10-Q

 

June 30, 2026

 

TABLE OF CONTENTS

 

    Page No.
     
  PART I. FINANCIAL INFORMATION  
     
ITEM 1. FINANCIAL STATEMENTS 3
     
  Condensed Balance Sheets as of June 30, 2026 (unaudited) and December 31, 2025 3
  Condensed Statements of Income and Comprehensive Income for the three and six months ended June 30, 2026 and 2025 (unaudited) 4
  Condensed Statements of Stockholders’ Equity six months ended June 30, 2026 and 2025 (unaudited) 5
  Condensed Statements of Cash Flows for the six months ended June 30, 2026 and 2025 (unaudited) 6
  Notes to Condensed Financial Statements (unaudited) 7
     
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 13
     
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk 19
     
ITEM 4. CONTROLS AND PROCEDURES 19
     
  PART II. OTHER INFORMATION  
     
ITEM 1. Legal Proceedings 21
     
ITEM 1A. RISK FACTORS 21
     
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds 21
     
ITEM 3. Defaults Upon Senior Securities 21
     
ITEM 4. Mine Safety Disclosures 21
     
ITEM 5. OTHER INFORMATION 21
     
ITEM 6. EXHIBITS 21
     
SIGNATURES 22

 

 

 

 

 2 

 

 

PART I. FINANCIAL INFORMATION

 

Item 1. Condensed Financial Statements

 

LOAN ARTIFICIAL INTELLIGENCE CORP.

FORMERLY VESTIAGE, INC

CONDENSED BALANCE SHEETS

         
   June 30,   December 31, 
   2026   2025 
   (Unaudited)   (Audited) 
Assets          
           
Current Assets          
Cash  $   $ 
Total Current Assets        
Total Assets        
           
Liabilities and Stockholders’ Deficit          
           
Current Liabilities          
Accounts payable and accrued expenses   37,811    49,570 
Due to related party   180,768    140,136 
Total Current Liabilities   218,579    189,706 
Total Liabilities   218,579    189,706 
           
Commitment & contingencies        
           
Stockholders’ Deficit          
Preferred Stock Series D, $0.001 par value; 10,000,000 shares authorized, 300,000 and 300,000 shares issued and outstanding, respectively   300    300 
Common Stock, $0.001 par value; 500,000,000 shares authorized, 454,365 and 454,365 shares issued and outstanding, respectively   454    454 
Additional paid-in capital   10,391,336    10,391,336 
Accumulated loss   (10,610,669)   (10,581,796)
Total Stockholders’ Deficit   (218,579)   (189,706)
Total Liabilities and Stockholders’ Deficit  $   $ 

 

 

See accompanying notes to unaudited financial statements

 

 

 

 3 

 

 

LOAN ARTIFICIAL INTELLIGENCE CORP.

FORMERLY VESTIAGE, INC

CONDENSED STATEMENTS OF OPERATIONS

Unaudited

                     
   Three Months Ended   Six Months Ended 
   June 30,
2026
   June 30,
2025
   June 30,
2026
   June 30,
2025
 
Revenues  $   $   $   $ 
                     
Operating expenses                    
Professional fees   18,417    7,020    25,650    12,520 
Other general & administrative expense   1,815    855    3,223    1,736 
Total operating expenses   20,232    7,875    28,873    14,256 
Loss from operations   (20,232)   (7,875)   (28,873)   (14,256)
                     
Other Income (Expenses)                    
Interest income (expense)                
Total other income (expenses)                
                     
Net loss before income tax   (20,232)   (7,875)   (28,873)   (14,256)
Income tax expense                
Net loss  $(20,232)  $(7,875)  $(28,873)  $(14,256)
                     
Earnings (Loss) per Share - Basic and Diluted  $(0.045)  $(0.017)  $(0.064)  $(0.031)
Weighted Average Shares Outstanding - Basic and Diluted   454,365    454,365    454,365    454,365 

 

 

See accompanying notes to unaudited financial statements

 

 

 

 

 4 

 

 

LOAN ARTIFICIAL INTELLIGENCE CORP.

FORMERLY VESTIAGE, INC

CONDENSED STATEMENTS OF STOCKHOLDERS’ DEFICIT

For the Six Months Ended June 30, 2026 and 2025

Unaudited

                                    
  

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, 2024   300,000   $300    454,365   $363,578   $10,028,212   $(10,502,460)  $(110,370)
Net loss                       (6,381)   (6,381)
Balance, March 31, 2025   300,000    300    454,365    363,578    10,028,212    (10,508,841)   (116,751)
Net loss                       (7,875)   (7,875)
Balance, June 30, 2025   300,000   $300    454,365   $363,578   $10,028,212   $(10,516,716)  $(124,626)
                                    
                                    
                                    
Balance, December 31, 2025   300,000   $300    454,365   $454   $10,391,336   $(10,581,796)  $(189,706)
Net loss                       (8,641)   (8,641)
Balance, March 31, 2026   300,000    300    454,365    454    10,391,336    (10,590,437)   (198,347)
Net loss                       (20,232)   (20,232)
Balance, June 30, 2026   300,000   $300    454,365   $454   $10,391,336   $(10,610,669)  $(218,579)

 

 

See accompanying notes to unaudited financial statements

 

 

 

 

 5 

 

 

LOAN ARTIFICIAL INTELLIGENCE CORP.

FORMERLY VESTIAGE, INC

CONDENSED STATEMENTS OF CASH FLOWS

Unaudited

           
   Six Months Ended 
   June 30,   June 30, 
   2026   2025 
Cash Flows from Operating Activities          
Net loss  $(28,873)  $(14,256)
Adjustment to reconcile Net loss from operations:          
Depreciation & Amortization expense        
Changes in operating assets and liabilities          
Accounts payable and accrued expenses   (11,759)   12,245 
Net Cash Used in Operating Activities   (40,632)   (2,011)
           
Cash Flows from Financing Activities          
Proceeds from related party payables   40,632    2,011 
Net Cash Provided by Financing Activities   40,632    2,011 
           
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 unaudited financial statements

 

 

 

 

 6 

 

 

LOAN ARTIFICIAL INTELLIGENCE CORP.

FORMERLY VESTIAGE, INC.

Notes to the Condensed Financial Statements

As of and for the six months ended June 30, 2026 and 2025

(Unaudited)

 

 

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 1-for-800. No fractional shares were issued in connection with the split.

 

 

 

 7 

 

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

These unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

 

Interim Financial Statements

 

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) applicable to interim financial information and the requirements of Form 10-Q and Rule 8-03 of Regulation S-X of the Securities and Exchange Commission. Accordingly, they do not include all of the information and disclosure required by accounting principles generally accepted in the United States of America for complete financial statements. Interim results are not necessarily indicative of results for a full year. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial position and the results of operations and cash flows for the interim periods have been included. These interim financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2025. Not all disclosures required by generally accepted accounting principles for annual financial statements are presented. The interim financial statements follow the same accounting policies and methods of computations as the audited financial statements for the year ended December 31, 2025.

 

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.

 

 

 

 

 8 

 

 

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.

 

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

 

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 six months ended June 30, 2026, the 375,000 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.

 

 

 

 9 

 

 

Income Taxes

 

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Income Taxes. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as for net operating loss (NOL) and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company evaluates the realizability of its deferred tax assets based on all available positive and negative evidence, including historical operating results, cumulative losses, and estimates of future taxable income. Due to the Company’s history of cumulative operating losses, management has determined that it is more likely than not that the deferred tax assets will not be realized. Accordingly, a full valuation allowance has been recorded against the net deferred tax assets, resulting in $0 income tax expense and benefit for all periods presented.

 

The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. As of June 30, 2026, the Company has not recorded any material unrecognized tax benefits.

 

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 unaudited 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 unaudited financial position or results of operations.

 

NOTE 3 – GOING CONCERN

 

The accompanying unaudited 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 no revenue and has an accumulated deficit as of June 30, 2026. The Company requires capital for its contemplated operational and marketing activities. The Company’s ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. These conditions and the ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.

 

To alleviate these conditions, management’s plan relies on securing continued financial support from related parties to fund ongoing working capital requirements. In addition, the Company is actively pursuing a business combination with an operating entity to commence revenue-generating operations. While management is actively executing these plans, there can be no assurance that the Company will be successful in securing the necessary funding or consummating a business combination on acceptable terms. Accordingly, management has concluded that the substantial doubt about the Company’s ability to continue as a going concern is not alleviated.

 

The unaudited financial statements of the Company do not include any adjustments that may result from the outcome of these uncertainties.

 

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 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 June 6, 2022, the Company filed Articles of Amendment, with the State of Florida designating 10,000,000 shares of the Preferred Stock as Convertible Series D Preferred Stock, par value $0.001. Each share of Convertible Series D Preferred Stock is convertible into 1.25 shares of common stock (as adjusted for the 800 for 1 reverse stock split). 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. In the event of a liquidation, dissolution or winding up of the Company, the Series D Preferred Stock entitles a holder to a liquidation preference of $0.001 per share before distributions to holders of junior capital stock including common stock shareholders.

 

On June 6, 2022, Ms. Keaveney was compensated for her role as custodian with 300,000 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.

 

 

 10 

 

 

Common Stock

 

The Company is authorized to issued 500,000,000 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 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, symbol change, and the Reverse Stock Split were effective on September 23, 2025. All share and per-share information (including earnings per share) presented in the accompanying consolidated financial statements and related notes have been retroactively adjusted to reflect the Reverse Stock Split as if it had occurred at the beginning of the earliest period presented.

 

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 625 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 625 shares of common stock.

 

NOTE 5 – RELATED PARTY TRANSACTIONS

 

On June 6, 2022, Ms. Keaveney, former director and officer of the Company, was compensated for her role as custodian with 300,000 shares of Convertible Preferred D Series Stock and 500,000 shares of common stock for total amount of $32,950. The shares were issued in the name of Small Cap Compliance, LLC.

 

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 six months ended June 30, 2026 and 2025, expenses paid on behalf of the Company by Mr. Fu totaled $40,632 and $2,011, respectively.

 

The outstanding amount due to related parties was $180,768 and $140,136 as of June 30, 2026 and December 31, 2025, respectively. These advances above are due on demand and non-interest bearing without maturity date.

 

 

 

 

 11 

 

 

NOTE 6 – 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 operating and reportable 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. Specifically, the CODM utilizes segment net loss as the primary financial measure to evaluate the segment’s ongoing operating results and to make decisions regarding the allocation of funding required to support the Company’s administrative activities and pursuit of a business combination.

 

The segment information, including significant segment expenses, regularly provided to the CODM is as follows:

        
   Six Months Ended 
   June 30,   June 30, 
   2026   2025 
Total segment revenues  $   $ 
Significant Segment Expenses:          
Professional fees   25,650    12,520 
Other general & administrative expense   3,223    1,736 
Other segment items        
Total segment loss  $(28,873)  $(14,256)

 

   June 30,
2026
   December 31,
2025
 
Total segment assets  $             $            

 

NOTE 7 – SUBSEQUENT EVENTS

 

In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date the financial statements were issued and has determined that it does not have any material subsequent events to disclose in these the financial statements.

 

 

 

 

 12 

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following management’s discussion and analysis (“MD&A”) should be read in conjunction with financial statements the Company. for the six months ended June 30, 2026 and 2025, and the notes thereto.

 

Safe Harbor for Forward-Looking Statements

 

Certain statements included in this MD&A constitute forward-looking statements, including those identified by the expressions anticipate, believe, plan, estimate, expect, intend, and similar expressions to the extent they relate to Loan Artificial Intelligence Corp. formerly Vestiage, Inc. (the “Company”) or its management. These forward-looking statements are not facts, promises, or guarantees; rather, they reflect current expectations regarding future results or events. These forward-looking statements are subject to risks and uncertainties that could cause actual results, activities, performance, or events to differ materially from current expectations. These include risks related to revenue growth, operating results, industry, services and litigation, as well as the matters discussed in the Company’s MD&A. Readers should not place undue reliance on any such forward-looking statements. Loan Artificial Intelligence Corp. disclaims any obligation to publicly update or to revise any such statements to reflect any change in the Company’s expectations or in events, conditions, or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.

 

Overview

 

Loan Artificial Intelligence Corp. formerly Vestiage, Inc. (the “Company”), 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. 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 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.

 

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.

 

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.

 

 

 

 13 

 

 

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.

 

 

 

 14 

 

 

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.

 

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.

 

 

 

 

 15 

 

 

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.

 

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.

 

Results of Operations

 

The financial statements appearing elsewhere in this report have been prepared assuming the Company will continue as a going concern. The Company was recently formed and has not established sufficient operations or revenues to sustain the Company. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

 

The following table sets forth key components of our results of operations for the three months ended June 30, 2026 and 2025.

 

    Three Months Ended              
    June 30,              
    2026     2025     $ Changed     % Changed  
Revenues, net   $     $              
Cost of sales                        
Gross Margin                        
Gross Margin %                        
Operating expenses:                                
Selling, general and administrative     20,232       7,875       12,357       156,.9%  
Total operating expenses     20,232       7,875       12,537       156.9%  
Total other (expenses) income                        
Income tax expenses (benefits)                        
Net income (loss)   $ (20,232 )   $ (7,875 )     (12,537 )     (156.9)%  

 

 

 

 

 16 

 

 

The following table sets forth key components of our results of operations for the six months ended June 30, 2026 and 2025.

 

    Six Months Ended              
    June 30,              
    2026     2025     $ Changed     % Changed  
Revenues, net   $     $              
Cost of sales                        
Gross Margin                        
Gross Margin %                        
Operating expenses:                                
Selling, general and administrative     28,873       14,256       14,617       50.6%  
Total operating expenses     28,873       14,256       14,617       50.6%  
Total other (expenses) income                        
Income tax expenses (benefits)                        
Net income (loss)   $ (28,873 )   $ (14,256 )     (14,617 )     (50.6)%  

 

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.

 

Three and Six Months Ended June 30, 2026 and 2025

 

Revenue

 

For the three and six months ended June 30, 2026 and 2025, the Company had not generated any revenues.

 

Operating Expenses

 

Operating expenses for the three months ended June 30, 2026 were $20,232 compared to $7,875 for the six months ended June 30, 2025.

 

Operating expenses for the six months ended June 30, 2026 were $28,873 compared to $14,256 for the six months ended June 30, 2025.

   

Operating expenses increased in 2026 due to other professional fees and other general and administrative fees incurred for this period.

 

Other Income and Expenses

 

For the three and six months ended June 30, 2026 and 2025, the Company did not have any other income or expenses.

 

Net Income (Loss)

 

For the six months ended June 30, 2026, the Company had a net loss of $20,232 compared to the six months period ended June 30, 2025 of a net loss of $7,875.

 

For the six months ended June 30, 2026, the Company had a net loss of $28,873 compared to the six months period ended June 30, 2025 of a net loss of $14,256.

 

 

 

 17 

 

 

Liquidity and Capital Resources

 

The following table provides selected balance sheet data for our Company at June 30, 2026 (unaudited) and December 31, 2025:

 

    June 30,
2026
    December 31,
2025
 
Balance Sheet Data            
Cash   $     $  
Total Assets            
Total Liabilities     218,579       189,706  
Total Stockholders’ Deficit   $ (218,579 )   $ (189,706 )

 

As of June 30, 2026, we had no cash and had a working capital deficit of $218,579. As of December 31, 2025, we had no cash and a working capital deficit of $189,706.

 

The Company has not generated any revenues from operations, and may be unable to fund on-going activities. We cannot guarantee that we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in developing our own hardware and software, and the possibility of new regulations that will make our company difficult or impossible to operate.

 

If we are unable to meet our needs for cash from either our operations, or possible alternative sources, then we may be unable to continue, develop, or expand our operations.

 

If we are unable to complete any phase of our development program or fail to raise additional capital to maintain our operations in the future, we may be unable to carry out our full business plan or we may be forced to cease operations.

 

The Company’s related party will continue to advance the necessary capital to pay the expenses of the Company and there are no formal financing agreements in place. The outstanding amount due to related parties was $180,768 and $140,136 as of June 30, 2026 and December 31, 2025, respectively.

 

Operating Activities

 

Net cash used in operating activities were $40,632 for the six months ended June 30, 2026 and $2,011 for the same period ended 2025. The change resulted from net operating loss $28,873 for the six months ended June 30, 2026 with accounts payable and accrued expenses decreased by $11,759 from $49,570 at December 31, 2025 to $37,811 at June 30, 2026. The decrease in accounts payable and accrued expenses is related to other professional fee and administration expenses incurred and payable during the period.

 

Investing Activities

  

No investing activities occurred during the six months ended June 30, 2026 and 2025.

 

Financing Activities

 

Net cash provided by financing activities were $40,632 for the six months ended June 30, 2026 and $2,011 for the same period ended in 2025. The Company received net advances of $40,632 and $2,011 from related party for working capital purposes for the six months ended June 30, 2026 and 2025, respectively. During the six months ended June 30, 2026 and 2025 the Company issued $Nil common

 

 

 

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Off-Balance Sheet Arrangements

 

There are no off-balance sheet arrangements with any party.

 

Critical Accounting Policies

 

Our discussion and analysis of results of operations and financial condition are based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We evaluate our estimates on an ongoing basis, including those related to provisions for uncollectible accounts receivable, inventories, valuation of intangible assets and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

 

The accounting policies that we follow are set forth in Note 2 to our financial statements as included in the SEC report filed. These accounting policies conform to accounting principles generally accepted in the United States and have been consistently applied in the preparation of the financial statements.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

As a “smaller reporting company,” as defined by Rule 12b-2 of the Exchange Act, we are not required to provide the information in this Item.

 

Item 4. 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 June 30, 2026, our disclosure controls and procedures were not effective at the reasonable assurance level due primarily to a material weakness in the segregation of duties in the Company’s internal control of financial reporting as discussed below.

 

Management conducted an evaluation of the design and operation of our internal control over financial reporting as of the end of the period covered by this report, based on the criteria in a framework developed by the Company’s management pursuant to and in compliance with the criteria established. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, walkthroughs of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, management has concluded that our internal control over financial reporting was not effective, because management identified a material weakness in the Company’s internal control over financial reporting related to the segregation of duties as described below.

 

 

 

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While the Company does adhere to internal controls and processes that were designed, it is difficult with a very limited staff to maintain appropriate segregation of duties in the initiating and recording of transactions, thereby creating a segregation of duties weakness. Due to: (i) the significance of segregation of duties to the preparation of reliable financial statements; (ii) the significance of potential misstatement that could have resulted due to the deficient controls; and (iii) the absence of sufficient other mitigating controls, we determined that this control deficiency resulted in more than a remote likelihood that a material misstatement or lack of disclosure within the annual or interim financial statements may not be prevented or detected.

 

Management’s Remediation Initiatives

 

Management has evaluated, and continues to evaluate, avenues for mitigating our internal controls weaknesses, but mitigating controls to completely mitigate internal control weaknesses have been deemed to be impractical and prohibitively costly, due to the size of our organization at the current time. Management expects to continue to use reasonable care in following and seeking improvements to effective internal control processes that have been and continue to be in use at the Company.

 

b) Inherent Limitations on Internal controls

 

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.

 

c) Changes in Internal Control over Financial Reporting

 

During the six months ended June 30, 2026, there were no 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.

 

 

 

 

 

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PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We are not a party to any material or legal proceeding, and, to our knowledge, none is contemplated or threatened.

 

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.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

During the six months ended June 30, 2026, the Company did not sell any unregistered securities.

 

Item 3. Defaults Upon Senior Securities

 

There have been no defaults upon senior securities.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

During the period ended June 30, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

 

Item 6. Exhibits

 

Exhibit No.   Description
     
31.1   Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2   Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1   Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350*
32.2   Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350*
101.INS   Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH   Inline XBRL Taxonomy Extension Schema Document
101.CAL   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.

 

 

 

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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

Date: August 14, 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)

 

 

 

 

 

 

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