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.