Quarterly Report for Quarter Ending March 31, 2026 (Form 10-Q)

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 three months ended March 31, 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.

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.

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.

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 March 31, 2026 and 2025.

		Three Months Ended
		March 31,
		2026				2025				$ Changed				% Changed
Revenues, net		$	-			$	-				-				-
Cost of sales			-				-				-				-
Gross Margin			-				-				-				-
Gross Margin %			-				-				-				-
Operating expenses:
Selling, general and administrative			8,641				6,381				2,260				35.4%
Total operating expenses			8,641				6,381				2,260				35.4%
Total other (expenses) income			-				-				-				-
Income tax expenses (benefits)			-				-				-				-
Net income (loss)		$	(8,641	)		$	(6,381	)			(2,260	)			(35.4)%

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 Months Ended March 31, 2026 and 2025

Revenue

For the three months ended March 31, 2026 and 2025, the Company had not generated any revenues.

Operating Expenses

Operating expenses for the three months ended March 31, 2026 were $8,641 compared to $6,381 for the three months ended March 31, 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 months ended March 31, 2026 and 2025, the Company did not have any other income or expenses.

Net Income (Loss)

For the three months ended March 31, 2026, the Company had a net loss of $8,641 compared to the three months period ended March 31, 2025 of a net loss of $6,381.

Liquidity and Capital Resources

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

		March 31, 2026				December 31, 2025
Balance Sheet Data
Cash		$	-			$	-
Total Assets			-				-
Total Liabilities			198,347				189,706
Total Stockholders' Deficit		$	(198,347	)		$	(189,706	)

As of March 31, 2026, we had no cash and had a working capital deficit of $198,347. 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 $177,767 and $149,136 as of March 31, 2026 and December 31, 2025, respectively.

Operating Activities

Net cash used in operating activities were $37,631 for the three months ended March 31, 2026 and $560 for the same period ended 2025. The change resulted from net operating loss $8,641 for the three months ended March 31, 2026 with accounts payable and accrued expenses decreased by $37,631 from $49,570 at December 31, 2025 to $20,580 at March 31, 2026. The increase 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 three months ended March 31, 2026 and 2025.

Financing Activities

Net cash provided by financing activities were $37,631 for the three months ended March 31, 2026 and $560 for the same period ended in 2025. The Company received net advances of $37,631 and $560 from related party for working capital purposes for the three months ended March 31, 2026 and 2025, respectively. During the three months ended March 31, 2026 and 2025 the Company issued $Nil common

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.