LAAI

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.

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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.

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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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