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 ~~September~~March 3031, ~~2024~~2025

☐ 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

VESTIAGE, INC.

(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 ~~Kong0000~~Kong

(Address of Principal Executive Offices) (Zip Code)

00000

+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	VEST	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 ☒

~~The~~As ~~aggregate market value~~ of ~~the~~May ~~voting~~15, ~~and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold~~2025, orthere ~~the~~were ~~average bid and~~363,578,236 ~~asked~~shares ~~price~~outstanding of ~~such common equity, as of~~ the ~~last business day of the~~ registrant’s ~~most~~Common ~~recently completed second fiscal quarter was $Nil~~Stock.

As of ~~September~~May 3015, ~~2024~~2025, there were 58300,~~078,236 shares~~000 shares outstanding of the registrant’s ~~Common~~Convertible Series D Preferred Stock.

As of September 30, 2024, there were 300,000 shares outstanding of the registrant’s Convertible Series D Preferred Stock.

VESTIAGE, INC.

FORM 10-Q

~~September~~March 3031, ~~2024~~2025

TABLE OF CONTENTS

		Page No.
	PART I. FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS.	3
	Condensed Balance Sheets as of September 30, 2024 and December 31, 2023 (unaudited)	3
	Condensed Balance Sheets as of March 31, 2025 (unaudited) and December 31, 2024	3
	Condensed Statements of Income and Comprehensive Income for the three and nine months ended September 30, 2024 and 2023 (unaudited)	4
	Condensed Statements of Income and Comprehensive Income for the three months ended March 31, 2025 and 2024 (unaudited)	4
	Condensed Statements of Stockholders’ Equity nine months ended September 30, 2024 and 2023 (unaudited)	5
	Condensed Statements of Stockholders’ Equity three months ended March 31, 2025 and 2024 (unaudited)	5
	Condensed Statements of Cash Flows for the nine months ended September 30, 2024 and 2023 (unaudited)	6
	Condensed Statements of Cash Flows for the three months ended March 31, 2025 and 2024 (unaudited)	6
	Notes to Condensed Financial Statements (unaudited)	7
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.	1312
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk.	1718
ITEM 4.	CONTROLS AND PROCEDURES.	1718
	PART II. OTHER INFORMATION
ITEM 1.	Legal Proceedings.	20
ITEM 1A.	RISK FACTORS.	20
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	20
ITEM 3.	Defaults Upon Senior Securities.	20
ITEM 4.	Mine Safety Disclosures.	20
ITEM 5.	OTHER INFORMATION.	20
ITEM 6.	EXHIBITS.	20
SIGNATURES		21

PART I. FINANCIAL INFORMATION

Item 1. Condensed Financial Statements

Vestiage, Inc.

~~Balance~~CONDENSED ~~Sheets~~BALANCE SHEETS

	September 30,			December 31,
	March 31,			December 31,
	2024			2023
	2025			2024
	Unaudited
		(Unaudited)			(Audited)
Assets
Current Assets
Cash	$	–		$	–
Total Current Assets		–			–
Total Assets	$	–		$	–
Liabilities and Stockholders’ Deficit
Current Liabilities
Accounts payable and accrued expenses	$	1428,~~305~~666		$	~~853~~22,845
Due to Related Parties		80,241			56,842
Due to related party		88,085			87,525
Total Current Liabilities		94116,~~546~~751			57110,~~695~~370
Total Liabilities		94116,~~546~~751			57110,~~695~~370
Commitment & contingencies		–			–
Stockholders' Deficit
Stockholders’ Deficit
Series D Preferred stock, $0.001 par value; 20,000,000 shares authorized, 300,000 and 300,000 shares issued and outstanding, respectively		30			30
Preferred Stock Series D, $0.001 par value; 10,000,000 shares authorized, 300,000 and 300,000 shares issued and outstanding, respectively		30			30
Common Stock, $0.001 par value; 500,000,000 shares authorized, 58,078,236 and 58,078,236 shares issued and outstanding, respectively		58,078			58,078
Common Stock, $0.001 par value; 500,000,000 shares authorized, 363,578,236 and 363,578,236 shares issued and outstanding, respectively		363,578			363,578
Additional paid-in capital		10,~~333~~028,~~982~~482			10,~~333~~028,~~982~~482
Accumulated loss		(10,~~486~~508,~~636~~841	)		(10,~~449~~502,~~785~~460	)
Total Stockholders' Deficit		(94,546	)		(57,695	)
Total Stockholders’ Deficit		(116,751	)		(110,370	)
Total Liabilities and Stockholders' Deficit	$	–		$	–
Total Liabilities and Stockholders’ Deficit	$	–		$	–

~~See accompanying notes to unaudited condensed financial statements~~3

3Vestiage, Inc.

~~Vestiage,~~CONDENSED STATEMENTS ~~Inc.~~OF OPERATIONS

~~Statements of Operations~~Unaudited

(Unaudited)


	For The Three Months Ended
	March 31,			March 31,
	2025			2024
Revenues	$	–		$	–

Operating expenses
Professional fees		5,500			5,650
Other general & administrative expense		881			922
Total operating expenses		6,381			6,572
Loss from operations		(6,381	)		(6,572	)

Other Income (Expenses)
Interest income (expense)		–			–
Total other income (expenses)		–			–

Net loss before income tax		(6,381	)		(6,572	)
Income tax expense		–			–
Net loss	$	(6,381	)	$	(6,572	)

Earnings (Loss) per Share - Basic and Diluted	$	(0.000	)	$	(0.000	)
Weighted Average Shares Outstanding - Basic and Diluted		363,578,236			363,578,236

	Three Months Ended						Nine Months Ended
	September 30,			September 30,			September 30,			September 30,
	2024			2023			2024			2023
Revenues	$	–		$	–		$	–		$	–
Operating expenses
Other general & administrative expense		9,967			10,132			36,851			46,323
Total operating expenses		9,967			10,132			36,851			46,323
Loss from operations		(9,967	)		(10,132	)		(36,851	)		(46,323	)
Other Income (Expenses)
Interest income (expense)		–			–			–			–
Total other income (expenses)		–			–			–			–
Net loss before income tax		(9,967	)		(10,132	)		(36,851	)		(46,323	)
Income tax expense		–			–			–			–
Net loss	$	(9,967	)	$	(10,132	)	$	(36,851	)	$	(46,323	)
Loss per Share - Basic and Diluted	$	(0.000	)	$	(0.000	)	$	(0.001	)	$	(0.001	)
Weighted Average Shares Outstanding - Basic and Diluted		58,078,236			58,078,236			58,078,236			58,058,089

See accompanying notes to unaudited condensed financial statements

~~See accompanying notes to unaudited condensed financial statements~~4

4Vestiage, Inc.

~~Vestiage,~~CONDENSED STATEMENTS ~~Inc.~~OF STOCKHOLDERS’ DEFICIT

~~Statements~~For ofthe ~~Stockholders'~~Three ~~Equity~~Months ~~(Deficit)~~Ended March 31, 2025 and 2024

(Unaudited)

For the Nine Months Ended September 30, 2023


	Preferred Stock Series D			Common Stock
	Shares		Par Value, $0.001	Shares		Par Value, $0.001		Additional paid-in capital		Accumulated loss			Total Stockholders’ Deficit
Balance, December 31, 2023	300,000	$	30	363,578,236	$	363,578	$	10,028,482	$	(10,449,785	)	$	(57,695	)
Net loss	–		–	–		–		–		(6,572	)		(6,572	)
Balance, March 31, 2024	300,000	$	30	363,578,236	$	363,578	$	10,028,482	$	(10,456,357	)	$	(64,267	)

Balance, December 31, 2024	300,000	$	30	363,578,236	$	363,578	$	10,028,482	$	(10,502,460	)	$	(110,370	)
Net loss	–		–	–		–		–		(6,381	)		(6,381	)
Balance, March 31, 2025	300,000	$	30	363,578,236	$	363,578	$	10,028,482	$	(10,508,841	)	$	(116,751	)

	Series D Preferred stock				Common Stock
	Shares		Par Value, $0.001		Shares		Par Value, $0.001		Additional paid-in capital			Accumulated loss			Total Stockholders' Deficit
Balance, December 31, 2022		300,000	$	30		57,578,236	$	57,578	$	10,334,482		$	(10,400,856	)	$	(8,766	)
Shares issued for services or compensation		–		–		500,000		500		(500	)		–			–
Net loss		–		–		–		–		–			(33,718	)		(33,718	)
Balance, March 31, 2023		300,000		30		58,078,236		58,078		10,333,982			(10,434,574	)		(42,484	)
Net loss		–		–		–		–		–			(2,474	)		(2,474	)
Balance, June 30, 2023		300,000		30		58,078,236		58,078		10,333,982			(10,437,048	)		(44,958	)
Net loss		–		–		–		–		–			(10,132	)		(10,132	)
Balance, September 30, 2023		300,000	$	30		58,078,236	$	58,078	$	10,333,982		$	(10,447,180	)	$	(55,090	)

See accompanying notes to unaudited condensed financial statements

~~For the Nine Months Ended September 30, 2024~~5

Balance, December 31, 2023	300,000	$	30	58,078,236	$	58,078	$	10,333,982	$	(10,449,785	)	$	(57,695	)
Net loss	–		–	–		–		–		(6,546	)		(6,546	)
Balance, March 31, 2024	300,000		30	58,078,236		58,078		10,333,982		(10,456,331	)		(64,241	)
Net loss	–		–	–		–		–		(20,338	)		(20,338	)
Balance, June 30, 2024	300,000		30	58,078,236		58,078		10,333,982		(10,476,669	)		(84,579	)
Net loss	–		–	–		–		–		(9,967	)		(9,967	)
Balance, September 30, 2024	300,000	$	30	58,078,236	$	58,078	$	10,333,982	$	(10,486,636	)	$	(94,546	)

Vestiage, Inc.

~~See~~CONDENSED ~~accompanying~~STATEMENTS ~~notes~~OF toCASH ~~unaudited condensed financial statements~~FLOWS

5Unaudited

Vestiage, Inc.


	For The Three Months Ended
	March 31,			March 31,
	2025			2024
Cash Flows from Operating Activities
Net loss	$	(6,381	)	$	(6,572	)
Adjustment to reconcile Net loss from operations:
Depreciation & Amortization expense		–			–
Changes in operating assets and liabilities
Accounts payable and accrued expenses		5,821			6,422
Net Cash Used in Operating Activities		(560	)		(150	)

Cash Flows from Financing Activities
Proceeds from related party payables		560			150
Net Cash Provided by Financing Activities		560			150

Net Increase (Decrease) in Cash		–			–
Cash at Beginning of Period		–			–
Cash at End of Period	$	–		$	–

Supplemental Cash Flow Information:
Income Taxes Paid	$	–		$	–
Interest Paid	$	–		$	–

~~Statement~~See ofaccompanying ~~Cash~~notes ~~Flows~~to unaudited condensed financial statements

~~(Unaudited)~~6

	Nine Months Ended
	September 30,			September 30,
	2024			2023
Cash Flows from Operating Activities
Net loss	$	(36,851	)	$	(46,323	)
Adjustment to reconcile Net loss from operations:
Depreciation & Amortization expense		–			–
Changes in operating assets and liabilities
Accounts payable and accrued expenses		13,452			–
Net Cash Used in Operating Activities		(23,399	)		(46,323	)
Cash Flows from Investing Activities
Acquisition of property, plant and equipment		–			–
Net Cash (Used in) Provided by Investing Activities		–			–
Cash Flows from Financing Activities
Proceeds from related party payables		23,399			46,206
Net Cash Provided by Financing Activities		23,399			46,206
Net Increase (Decrease) in Cash		–			(117	)
Cash at Beginning of Period		–			754
Cash at End of Period	$	–		$	637
Supplemental Cash Flow Information:
Income Taxes Paid	$	–		$	–
Interest Paid	$	–		$	–

Vestiage, Inc.

~~See accompanying~~Notes ~~notes~~ to ~~unaudited~~the Condensed ~~condensed~~Financial ~~financial statements~~Statements

6As of and for the three months ended March 31, 2025 and December 31, 2024

~~VESTIAGE, INC.~~(Unaudited)

~~NOTES~~NOTE ~~TO CONDENSED~~1 ~~FINANCIAL~~– ~~STATEMENTS~~ORGANIZATION AND DESCRIPTION OF BUSINESS

Vestiage, Inc. (~~Unaudited~~OTC “VEST”) 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.

~~NOTE~~Business 1operations –for ~~ORGANIZATION~~Vestiage, ~~AND~~Inc. ~~DESCRIPTION~~were OFabandoned by ~~BUSINESS~~former management when they resigned on September 9, 2015, and a custodianship action, as described in the subsequent paragraph, was commenced in 2021.

~~Vestiage~~On May 26, ~~Inc.~~2022, ~~(OTC~~the ~~“VEST”)~~Circuit ~~was~~Court ~~incorporated~~of the Nineth ~~under~~Judicial Circuit in and for Orange County, Florida granted the ~~laws~~Application for Appointment of Custodian as a result of the ~~State~~absence of a ~~Florida~~functioning onboard ~~October~~of ~~31,~~directors ~~2006,~~and asthe ~~The~~revocation ~~Harvard~~of ~~Learning~~the ~~Centers,~~Company’s ~~Inc~~charter. OnThe ~~February~~order ~~18,~~appointed ~~2013,~~Small ~~the~~Cap ~~name~~Compliance, ofLLC (the ~~Company~~“Custodian”) ~~was~~custodian ~~changed~~with the right to ~~Vestiage~~appoint officers and directors, ~~Inc~~negotiate and compromise debt, execute contracts, issue stock, and authorize new classes of stock.

~~Business~~Small ~~operations~~Cap ~~for Vestiage~~Compliance, ~~Inc.~~LLC ~~were abandoned~~(“SCC”) byis ~~former~~a ~~management~~shareholder ~~when~~in ~~they~~the ~~resigned~~Company onand ~~September~~applied 9,to ~~2015,~~the ~~and~~Court afor ~~custodianship~~an ~~action,~~Order asappointing ~~described~~SCC inas the ~~subsequent~~Custodian. ~~paragraph,~~This application was for the purpose ~~commenced~~of inreinstating ~~2021~~VEST’s corporate charter to do business and restoring value to the Company for the benefit of the stockholders.

OnThe ~~May~~court ~~26,~~awarded ~~2022,~~custodianship ~~the~~to ~~Circuit Court of~~ the ~~Nineth~~Custodian ~~Judicial~~based ~~Circuit~~on ~~in and for Orange County, Florida granted~~ the ~~Application~~absence ~~for Appointment~~ of ~~Custodian as~~ a ~~result of the absence of a~~ functioning board of directors, ~~and the~~ revocation of the ~~Company~~company’s charter., ~~The~~and ~~order~~abandonment ~~appointed~~of ~~Small Cap Compliance, LLC (~~the business. ~~“Custodian”)~~At ~~custodian~~this ~~with~~time, the ~~right~~Custodian toappointed ~~appoint~~Rhonda ~~officers~~Keaveney ~~and~~as ~~directors,~~sole ~~negotiate~~officer and ~~compromise debt, execute contracts, issue stock, and authorize new classes of stock~~director.

~~Small~~The ~~Cap~~Custodian ~~Compliance,~~attempted ~~LLC (“SCC”) is a shareholder in the Company and applied~~ to ~~the~~contact ~~Court for an Order appointing SCC as~~ the ~~Custodian. This application was for the purpose of reinstating VEST~~Company’s officers ~~corporate~~and ~~charter~~directors tothrough doletters, ~~business~~emails, and ~~restoring~~phone ~~value~~calls, towith ~~the~~no ~~Company for the benefit of the stockholders~~success.

~~The~~On ~~court~~December ~~awarded~~31, ~~custodianship~~2022, to the ~~Custodian~~company executed a Share ~~based~~Exchange onAgreement with Fun Fitness Corporation (“FFC”), of which Rhonda Keaveney is the ~~absence~~sole officer and director. The Company acquired 1,000,000 shares of aSeries ~~functioning~~A ~~board~~Preferred Stock of ~~directors~~FFC in exchange for 500,000 ~~revocation~~shares of ~~the~~common ~~company’s charter~~stock, ~~and~~making ~~abandonment~~Fun Fitness Corporation a wholly owned subsidiary of the ~~business~~Company. The acquisition is a combination of entities under common control; however, FFC was incorporated Atin ~~this~~the ~~time~~State of Wyoming on October 1, 2022, so there is no impact to the ~~Custodian~~historical ~~appointed~~financial ~~Rhonda~~information. ~~Keaveney~~The as500,000 ~~sole~~shares ~~officer~~of ~~and~~common stock ~~director~~were issued by the transfer agent on January 12, 2023.

~~The~~On ~~Custodian~~August ~~attempted~~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 305,000,000 shares of Restricted Common Stock to ~~contact~~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 ~~officers~~total issued and ~~directors~~outstanding ~~through~~shares ~~letters~~of Common Stock. As part of the sale of the shares, ~~emails~~Ms. Keaveney, ~~and~~owner ~~phone~~of ~~calls~~Small Cap Compliance, LLC, arranged with noRaymond ~~success~~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.

OnNOTE ~~December~~2 ~~31,~~– ~~2022,~~SUMMARY ~~the~~OF ~~company~~SIGNIFICANT ~~executed~~ACCOUNTING 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 500,000 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 500,000 shares of common stock were issued by the transfer agent on January 12, 2023.POLICIES

OnBasis ~~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 305,000,000 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.Presentation

7These audited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

~~NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~7

~~Basis~~Interim ofFinancial ~~presentation~~Statements

The ~~Company’s~~accompanying unaudited financial statements ~~have~~ 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 ~~(“U~~for complete financial statements.S Interim results are not necessarily indicative of results for a full year. ~~GAAP”)~~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, 2024. 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, 2024.

~~Interim~~Use ~~Financial~~of ~~Statements~~Estimates

The ~~accompanying~~preparation ~~unaudited~~of financial statements ~~have~~ ~~been prepared~~ in ~~accordance~~ conformity 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~~requires ~~complete financial~~management ~~statements.~~to ~~Interim~~make ~~results~~estimates ~~are~~and ~~not~~assumptions ~~necessarily~~that affect ~~indicative of results for a full year. In~~ the ~~opinion~~reported ofamounts ~~management, all adjustments considered necessary for a fair presentation~~ of ~~the~~assets ~~financial~~and ~~position~~liabilities and ~~the~~disclosure ~~results~~ of ~~operations~~contingent assets and ~~cash~~liabilities ~~flows~~at ~~for~~ the ~~interim~~date ~~periods have~~of ~~been included. These interim financial statements should be read in conjunction with~~ the ~~audited~~ financial ~~statements for the year~~ ~~ended December 31, 2023. Not all disclosures required by generally accepted accounting principles for annual financial~~ statements ~~are presented.~~and ~~The interim financial statements follow~~ the ~~same~~reported ~~accounting~~amounts ~~policies~~of revenues and ~~methods~~expenses ofduring ~~computations as~~ the ~~audited~~reporting ~~financial~~period. ~~statements for~~Actual ~~the~~results ~~year~~could ~~ended~~differ ~~December~~from ~~31,~~those ~~2023~~estimates.

~~Use~~Concentration of ~~Estimates~~credit risk

~~The~~Financial ~~preparation~~instruments ofwhich ~~financial~~potentially ~~statements in conformity~~subject ~~with~~the ~~accounting~~Company ~~principles~~to ~~generally~~concentration ~~accepted~~of incredit ~~the~~risk ~~United~~consist ~~States~~ of ~~America~~cash ~~requires~~deposits ~~management~~and tocustomer ~~make~~receivables. ~~estimates~~The ~~and~~Company ~~assumptions~~maintains ~~that affect~~cash ~~the~~with ~~reported~~various major ~~amounts~~financial ofinstitutions. ~~assets~~The ~~and~~Company ~~liabilities~~performs ~~and~~periodic ~~disclosure~~evaluations of ~~contingent~~the ~~assets~~relative ~~and~~credit ~~liabilities~~standing atof ~~the~~these ~~date~~institutions. ofTo ~~the financial~~reduce ~~statements~~risk, ~~and~~ the ~~reported~~Company ~~amounts~~performs credit evaluations of ~~revenues~~its customers and ~~expenses~~maintains ~~during~~reserves ~~the~~when ~~reported~~necessary ~~period~~for potential credit losses.

~~Concentration~~Cash ofand ~~credit~~cash ~~risk~~equivalents

~~Financial~~The ~~instruments which potentially subject the~~ Company toconsiders ~~concentration~~all ofhighly ~~credit~~liquid ~~risk~~investments ~~consist of cash deposits and customer receivables. The Company maintains cash~~ with ~~various major~~a ~~financial institutions. The Company performs periodic evaluations of the relative credit standing of these institutions. To reduce~~maturity ~~risk, the Company performs credit evaluations~~ of ~~its~~three ~~customers~~months ~~and~~or ~~maintains~~less ~~reserves~~ when ~~necessary~~purchased ~~for~~to ~~potential~~be ~~credit~~cash ~~losses~~equivalents.

~~Cash~~Related ~~and cash equivalents~~parties

The Company ~~considers~~follows ~~all~~subtopic ~~highly~~850-10 ~~liquid~~of ~~investments~~the ~~with~~FASB Accounting aStandards ~~maturity of~~Codification ~~three~~for ~~months~~the oridentification ~~less~~of ~~when~~related ~~purchased~~parties toand bedisclosure ~~cash~~of ~~equivalents~~related party transactions.

Pursuant to Section 850-10-20 the Related parties include a) affiliates of the Company; b) Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The ~~Company~~financial ~~follows~~statements ~~subtopic~~shall ~~850-10~~include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ~~FASB~~ordinary ~~Accounting~~course ~~Standards~~of ~~Codification~~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 ~~identification~~periods for which income statements are presented, and such other information deemed necessary to an understanding of ~~related~~the ~~parties~~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 ~~disclosure~~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 ~~party~~parties ~~transactions~~as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

~~Pursuant~~Commitments 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.contingencies

The ~~financial~~Company ~~statements~~follows ~~shall~~subtopic ~~include~~450-20 ~~disclosures~~ of ~~material related party transactions, other than compensation arrangements, expense allowances, and other similar items in~~ the ~~ordinary~~FASB ~~course~~Accounting ofStandards ~~business.~~Codification ~~However,~~to ~~disclosure~~report ofaccounting ~~transactions~~for ~~that~~contingencies. ~~are~~Certain ~~eliminated~~conditions inmay ~~the~~exist ~~preparation~~as of ~~consolidated~~the ordate ~~combined~~the financial statements isare ~~not~~issued, ~~required~~which inmay ~~those~~result ~~statements.~~in ~~The disclosures shall include:~~ a. ~~the~~loss ~~nature~~to of the ~~relationship(s)~~Company ~~involved~~but ~~description~~which ofwill ~~the~~only ~~transactions, including~~be ~~transactions~~resolved towhen ~~which~~one ~~no amounts~~ or ~~nominal~~more ~~amounts~~future ~~were~~events ~~ascribed,~~occur ~~for~~or ~~each~~fail ofto occur. ~~the~~The ~~periods~~Company ~~for~~assesses ~~which~~such ~~income~~contingent ~~statements are presented~~liabilities, and such ~~other~~assessment ~~information~~inherently ~~deemed~~involves ~~necessary to~~ an ~~understanding~~exercise of ~~the~~judgment. ~~effects~~In ofassessing loss ~~the~~contingencies ~~transactions~~related onto ~~the~~legal ~~financial~~proceedings ~~statements;~~that c.are ~~the dollar~~pending ~~amounts~~against ofthe ~~transactions~~Company ~~for~~or ~~each~~unasserted ofclaims ~~the~~that ~~periods~~may ~~for~~result ~~which~~in ~~income~~such ~~statements~~proceedings, the ~~are~~Company ~~presented~~evaluates ~~and~~ the ~~effects~~perceived merits of any ~~change~~legal inproceedings ~~the method~~or ofunasserted ~~establishing~~claims ~~the~~as ~~terms~~well ~~from~~as ~~that used in~~ the ~~preceding~~perceived ~~period;~~merits ~~amounts due from or to related parties as~~ of the ~~date~~ amount of ~~each balance~~relief ~~sheet~~sought ~~presented~~or ~~and,~~expected ifto ~~not~~be ~~otherwise~~sought ~~apparent, the terms and manner of settlement~~therein.

~~Commitments~~If the assessment of a contingency indicates that it is probable that a material loss has been incurred and ~~contingencies~~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.

~~The~~Loss ~~Company~~contingencies ~~follows~~considered ~~subtopic~~remote ~~450-20~~are ~~of the FASB~~generally ~~Accounting~~not ~~Standards~~disclosed ~~Codification~~unless tothey ~~report~~involve ~~accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued~~guarantees, ~~which may result~~ in awhich ~~loss~~case to the ~~Company~~guarantees ~~but~~would ~~which will only~~ be ~~resolved~~disclosed. ~~when~~Management ~~one~~does ornot ~~more~~believe, ~~future~~based ~~events~~upon ~~occur~~information oravailable ~~fail~~at tothis ~~occur. The Company assesses such contingent liabilities~~time, ~~and~~that ~~such~~these ~~assessment~~matters ~~inherently~~will ~~involves~~have ana ~~exercise~~material ofadverse ~~judgment. In~~effect ~~assessing~~on ~~loss contingencies related to legal proceedings that are pending against~~ the Company’s orfinancial ~~unasserted~~position, results ~~claims~~of ~~that~~operations ~~may~~or ~~result in~~cash ~~such~~flows. ~~proceedings~~However, ~~the~~there ~~Company~~is ~~evaluates~~no ~~the~~assurance ~~perceived~~that ~~merits~~such ofmatters ~~any~~will ~~legal~~not ~~proceedings~~materially orand ~~unasserted~~adversely ~~claims~~affect ~~as well as~~ the ~~perceived~~Company’s ~~merits~~business, offinancial ~~the~~position, ~~amount~~and results of ~~relief~~operations ~~sought~~ or ~~expected~~cash ~~to be sought therein~~flows.

IfNet ~~the~~Loss ~~assessment~~Per ofCommon 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 consolidated 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.Share

~~Loss~~Net ~~contingencies~~loss ~~considered~~per ~~remote~~common ~~are~~share ~~generally~~is computed pursuant ~~not~~to ~~disclosed~~section ~~unless~~260-10-45 ~~they~~of ~~involve~~the ~~guarantees,~~FASB inAccounting ~~which~~Standards ~~case~~Codification. ~~the~~Basic ~~guarantees~~net ~~would~~loss beper ~~disclosed.~~common ~~Management~~share ~~does~~is ~~not~~computed ~~believe,~~by ~~based~~dividing ~~upon~~net loss) ~~information~~by ~~available~~the atweighted ~~this~~average ~~time,~~number ~~that~~of ~~these~~shares ~~matters~~of ~~will~~common ~~have~~stock aoutstanding ~~material~~during ~~adverse~~the ~~effect~~period. onDiluted ~~the~~net ~~Company’s~~loss) ~~consolidated~~per ~~financial position,~~common ~~results~~share ofis ~~operations~~computed by ordividing ~~cash~~net ~~flows.~~income ~~However,~~(loss) ~~there~~by isthe noweighted ~~assurance~~average ~~that~~number ~~such~~of ~~matters~~shares ~~will~~of ~~not~~common ~~materially~~stock and ~~adversely~~potentially ~~affect~~outstanding shares of common stock during the ~~Company’s~~period. ~~business,~~The ~~financial~~weighted ~~position,~~average number of common shares outstanding and ~~results~~potentially outstanding common shares assumes that the Company incorporated as of ~~operations~~the orbeginning ~~cash~~of ~~flows~~the first period presented.

~~Revenue~~For ~~recognition~~the three months ended March 31, 2025, the 300,000,000 potentially dilutive shares of common stock from the Series D preferred stock.

~~The~~For ~~Company~~periods ~~adopted~~when ~~ASU 2014-09, Topic 606 on January 1, 2018, using~~ the ~~modified~~Company ~~retrospective~~incurred ~~method.~~net ~~ASC 606 requires the use of a new five-step model to recognize revenue from~~losses, ~~customer contracts. The five-step model requires that~~ the ~~Company~~dilutive ~~(i)~~shares ~~identify~~were ~~the~~excluded ~~contract with the customer, (ii) identify the performance obligations~~ in the ~~contract,~~denominator ~~(iii)~~of ~~determine~~ the ~~transaction~~diluted ~~price,~~earnings ~~including~~per ~~variable~~share ~~consideration~~calculation toas the ~~extent~~inclusion ~~that~~of itsuch isshares ~~probable~~would ~~that~~have abeen ~~significant~~anti-dilutive ~~future~~given ~~reversal will not occur, (iv) allocate~~ the ~~transaction~~net ~~price~~loss torecorded ~~the~~for ~~respective performance obligations in~~ the ~~contract,~~ ~~and (v) recognize revenue when (or as) the Company satisfies the performance obligation~~period.

9Recent Accounting Pronouncements

The ~~adoption~~Company ofhas ~~Topic~~implemented ~~606~~all ~~has~~applicable noaccounting pronouncements ~~impact~~that onare ~~revenue amounts~~in ~~recorded~~effect. These pronouncements did not have any material impact on the ~~Company’s~~audited financial statements asunless otherwise disclosed, and the Company ~~has~~does not ~~generate~~believe that there are any ~~revenues~~other new accounting pronouncements that have been issued that might have a material impact on its audited financial position or results of operations.

~~Income~~NOTE ~~Taxes~~3 – GOING CONCERN

WeThe ~~follow~~accompanying ~~ASC~~audited ~~740-10-30,~~financial ~~which requires recognition~~statements ofhave ~~deferred~~been ~~tax~~prepared ~~assets~~on ~~and~~a ~~liabilities~~going ~~for~~concern ~~the~~basis, ~~expected~~which ~~future~~contemplates ~~tax~~the ~~consequences~~realization of ~~events~~assets ~~that~~and ~~have~~the ~~been~~satisfaction ~~included~~of liabilities in the ~~financial statements~~normal orcourse ~~tax~~of ~~returns~~business. ~~Under~~The ~~this~~Company ~~method,~~has ~~deferred~~no ~~tax~~revenue ~~assets~~ and ~~liabilities~~has ~~are~~an ~~based~~accumulated ondeficit ~~the~~as ~~differences~~of ~~between~~March ~~the~~31, ~~financial~~2025. ~~statement~~The ~~and tax~~Company ~~bases~~requires ofcapital ~~assets~~for ~~and~~its contemplated ~~liabilities~~operational ~~using~~and ~~enacted~~marketing ~~tax~~activities. ~~rates~~The inCompany’s ~~effect~~ability ~~for~~to ~~the~~raise ~~fiscal~~additional ~~year~~capital inthrough ~~which~~ the ~~differences~~future ~~are~~issuances of ~~expected~~common tostock ~~reverse~~is unknown. ~~Deferred~~ ~~tax~~The ~~assets~~obtainment ~~are~~of ~~reduced~~additional byfinancing, athe ~~valuation~~successful ~~allowance~~development toof the ~~extent~~Company’s ~~management~~contemplated ~~concludes~~plan of itoperations, isand ~~more~~its ~~likely~~transition, ~~than~~ultimately, ~~not~~to ~~that~~ the ~~assets will~~attainment ~~not~~of beprofitable ~~realized.~~operations ~~Deferred~~are ~~tax~~necessary ~~assets~~for ~~and~~the ~~liabilities~~Company ~~are~~to ~~measured~~continue ~~using~~operations. These ~~enacted~~conditions ~~tax~~and ~~rates~~the ~~expected~~ability to ~~apply~~successfully toresolve ~~taxable~~these ~~income~~factors ~~in the~~raise ~~fiscal~~substantial ~~years~~doubt inabout ~~which~~the ~~those~~Company’s ~~temporary~~ability ~~differences are expected~~ to becontinue as ~~recovered~~a orgoing ~~settled~~concern. The ~~effect~~audited onfinancial ~~deferred~~statements ~~tax~~of ~~assets~~the ~~and~~Company ~~liabilities of~~do anot ~~change~~include inany ~~tax~~adjustments ~~rates~~that ismay ~~recognized~~result infrom the ~~Statements~~outcome of these ~~Income in the period that includes the enactment date~~uncertainties.

~~Stock-based compensation~~9

WeNOTE ~~account~~4 ~~for equity-based transactions with employees and non-employees under the provisions of FASB ASC Topic 718, “Compensation~~ – Stock Compensation” (Topic 718), which establishes that equity-based payments to employees and non-employees are recorded at the grant date the fair value of the equity instruments the entity is obligated to issue when the employees and non-employees have rendered the requisite service and satisfied any other conditions necessary to earn the right to benefit from the instruments. Topic 718 also states that observable market prices of identical or similar equity or liability instruments in active markets are the best evidence of fair value and, if available, should be used as the basis for the measurement for equity and liability instruments awarded in these share-based payment transactions. However, if observable market prices of identical or similar equity or liability instruments are not available, the fair value shall be estimated by using a valuation technique or model that complies with the measurement objective, as described in FASB ASC Topic 718.EQUITY

WePreferred ~~adopted~~Stock ASC 740-10-25 (“ASC 740-10-25”) with regard to uncertainty income taxes. ASC 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10-25, we may recognize 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 should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. ASC 740-10-25 also provides guidance on derecognition, classification, interest and penalties on income taxes, and accounting in interim periods and requires increased disclosures. We had no material adjustments to our liabilities for unrecognized income tax benefits according to the provisions of ASC 740-10-25.

~~Net~~On ~~Income~~August ~~(Loss)~~25, ~~Per~~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 305,000,000 shares of Restricted Common ~~Share~~Stock to Well Profit Holdings Limited.

~~Net~~On ~~income~~June ~~(loss)~~6, ~~per~~2022, ~~common share is computed pursuant to section 260-10-45 of~~ the ~~FASB~~Company ~~Accounting~~filed ~~Standards~~Articles ~~Codification. Basic net income (loss) per common share is computed by dividing~~of ~~net~~Amendment, ~~income~~with ~~(loss) by~~ the ~~weighted~~State ~~average~~of ~~number~~Florida ofdesignating 10,000,000 shares of ~~common~~the ~~stock~~Preferred ~~outstanding~~Stock ~~during~~as ~~the~~Convertible ~~period.~~Series ~~Diluted~~D ~~net~~Preferred ~~income~~Stock, ~~(loss) per~~par ~~common~~value ~~share~~$0.001. isEach ~~computed~~share byof ~~dividing~~Convertible ~~net~~Series ~~income~~D ~~(loss)~~Preferred byStock ~~the~~is ~~weighted~~convertible ~~average~~into ~~number~~1,000 of shares of common stock. ~~and~~In ~~potentially~~addition, ~~outstanding~~the Convertible ~~shares~~Series ofD ~~common~~Preferred ~~stock~~Stock ~~during~~has ~~the~~voting ~~period.~~privileges ~~The weighted average number~~ of ~~common~~1,000 ~~shares~~votes ~~outstanding~~per ~~and~~one ~~potentially~~share ~~outstanding~~of ~~common shares~~Series ~~assumes~~D. ~~that~~The ~~the~~Convertible ~~Company~~Series ~~incorporated~~D asPreferred ofStock ~~the~~is ~~beginning~~not entitled ofto ~~the first period presented~~dividends.

~~For~~On ~~the~~June ~~nine~~6, ~~months~~2022, ~~ended~~Ms. ~~September~~Keaveney ~~30,~~was ~~2024,~~compensated ~~the~~for her role as custodian with 300,000~~,000~~ ~~potentially dilutive~~ shares of ~~common~~Convertible ~~stock~~Preferred ~~from~~D ~~the~~ Series ~~D preferred stock~~Stock.

~~For~~As ~~periods~~of ~~when~~December 31, 2021, the Company ~~incurred~~had ~~net~~the ~~losses,~~following ~~the~~designations ~~dilutive~~for preferred stock; 50,000 shares ~~were~~of ~~excluded~~Series inPreferred ~~the~~A ~~denominator~~Stock, 100,000 shares of ~~the~~Series ~~diluted~~Preferred ~~earnings~~B ~~per~~Stock, ~~share~~and ~~calculation~~10,000,000 shares asof ~~the~~Series ~~inclusion~~Preferred ofC ~~such~~Stock. There were no shares ~~would have~~issued ~~been~~and ~~anti-dilutive~~outstanding ~~given~~as of December 31, 2021. Effective June 7, 2022, the ~~net~~number of ~~loss~~shares ~~recorded~~and ~~for~~all rights, privileges and restrictions of the ~~period~~Series of Preferred Stock were cancelled.

10Common Stock

~~Recent~~The ~~Accounting~~Company ~~Pronouncements~~is authorized to issued 500,000,000 shares of common stock.

~~The~~On ~~Company~~August ~~has~~25, ~~implemented~~2023, ~~all~~a ~~applicable~~change ~~accounting pronouncements that are~~ in ~~effect.~~control ~~These~~of ~~pronouncements did not have any material impact on~~ the ~~unaudited consolidated financial statements~~ ~~unless~~Company ~~otherwise~~occurred ~~disclosed,~~by ~~and~~virtue of the Company’s ~~does~~largest ~~not~~shareholder ~~believe~~sold ~~that~~300,000 ~~there~~shares ~~are~~of ~~any~~the ~~other~~Convertible ~~new~~Series ~~accounting~~D ~~pronouncements~~Preferred ~~that~~Stock ~~have~~and ~~been~~ issued ~~that~~305,000,000 ~~might~~shares ~~have~~of aRestricted ~~material~~Common ~~impact~~Stock onto ~~its~~Well ~~unaudited~~Profit ~~consolidated~~Holdings ~~financial position or results of operations~~Limited.

~~NOTE~~On 3January –12, ~~GOING~~2023, ~~CONCERN~~the Company issued 500,000 shares of common stock pursuant to a Share Exchange Agreement for the acquisition of Fun Fitness Corporation.

~~The~~On ~~accompanying~~June ~~unaudited consolidated financial statements have been prepared on a going concern basis~~6, ~~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 September 30~~2022, ~~2024~~Ms. ~~The~~Keaveney ~~Company~~was ~~requires~~compensated ~~capital~~ for ~~its~~her ~~contemplated~~role ~~operational~~as ~~and~~custodian ~~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~~with ~~of operations~~500, ~~and its transition, ultimately, to the attainment of profitable operations are necessary for the Company~~000 toshares 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. The unaudited consolidated financial statements of ~~the~~common ~~Company do not include any adjustments that may result from the outcome of these uncertainties~~stock.

NOTE 45 – ~~EQUITY~~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.

AsMs. ofKeaveney ~~December~~and 31Small Cap Compliance, ~~2021~~LLC, ~~the~~(a company ~~Company~~owned ~~had~~by ~~the~~Ms. ~~following designations~~Keaveney) ~~for~~also ~~preferred~~advanced ~~stock;~~working ~~50,000~~capital ~~shares~~to ofthe ~~Series~~Company ~~Preferred~~in Athe ~~Stock,~~amount ~~100~~of $9,~~000~~520 ~~shares~~to ofpay ~~Series~~for ~~Preferred~~expenses Bof ~~Stock,~~the ~~and 10,000,000~~Company ~~shares~~for ofthe ~~Series~~year ~~Preferred~~ended CDecember ~~Stock.~~31, ~~There~~2022; ~~were~~and no$46,207 ~~shares~~in ~~issued~~2023, ~~and~~for ~~outstanding~~a astotal due of ~~December 31~~$55, ~~2021~~727. ~~Effective~~On ~~June~~August 725, ~~2022~~2023, the ~~number~~ ofoutstanding ~~shares~~amounts ~~and~~were ~~all~~transferred ~~rights,~~to ~~privileges~~Mr. ~~and~~Raymond ~~restrictions~~Fu ofupon ~~the~~change ~~Series~~ of ~~Preferred~~control ~~Stock~~of ~~were~~the ~~cancelled~~Company.

OnMr. ~~June~~Raymond 6Fu, ~~2022,~~director ~~the~~and ~~Company~~officer ~~filed~~of ~~Articles~~the ~~of Amendment~~Company, have ~~with~~advanced ~~the~~working ~~State~~capital ofto ~~Florida~~pay ~~designating~~for ~~10,000,000~~expenses ~~shares~~ of the ~~Preferred~~Company ~~Stock~~for asthe ~~Convertible~~years ~~Series~~ended DDecember ~~Preferred Stock~~31, ~~par value $0~~2024.~~001.~~ ~~Each~~During ~~share~~the ofyears ~~Convertible~~ended ~~Series~~December 31, D2024 ~~Preferred~~and ~~Stock~~2023, isexpenses ~~convertible~~paid ~~into~~on ~~1,000~~behalf ~~shares~~ of ~~common stock. In addition,~~ the ~~Convertible Series~~Company Dby ~~Preferred~~Mr. ~~Stock~~Fu ~~has~~totaled ~~voting~~$30,683 ~~privileges~~and of $1,~~000~~115, ~~votes per one share of Series D~~respectively. ~~The Convertible Series D Preferred Stock is not entitled to dividends.~~

OnThe ~~June~~outstanding 6,amount ~~2022,~~due ~~Ms.~~to ~~Keaveney~~related parties was ~~compensated~~$88,085 and $87,525 ~~for~~as ~~her~~of ~~role~~March as31, ~~custodian~~2025 ~~with~~and ~~300~~December 31,~~000~~ ~~shares~~2024, ofrespectively. ~~Convertible~~These ~~Preferred~~advances Dabove ~~Series~~are ~~Stock~~due on demand and non-interest bearing without maturity date.

~~Common~~NOTE ~~Stock~~6 – SUBSEQUENT EVENTS

~~The~~In ~~Company~~accordance iswith ~~authorized~~SFAS to165 ~~issued~~(ASC ~~500,000,000~~855-10) management ~~shares~~has performed an evaluation of ~~common~~subsequent ~~stock~~events through the date that the financial statements were available for issuance and has determined that it does not have any material subsequent events to disclose in these the financial statements.

~~On June 6, 2022, Ms. Keaveney was compensated for her role as custodian with 500,000 shares of common stock.~~11

NOTE 5 – INCOME TAX

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company is using the U.S. federal income tax rate of 21%.

The Company has accumulated net operating losses (“NOL”) carried forward to offset future taxable income. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.

As of September 30, 2024 and December 31, 2023, the Company had no accrued interest or penalties related to uncertain tax positions.

NOTE 6 – RELATED PARTY TRANSACTIONS

Ms. Keaveney and Small Cap Compliance, LLC, (a company owned by Ms. Keaveney) also advanced working capital to the Company in the amount of $9,520 to pay for expenses of the Company for the year ended December 31, 2022; and $46,207 in 2023, for a total due of $55,727. On August 25, 2023, the outstanding amounts were transferred to Mr. Raymond Fu upon change of control of the Company.

Mr. Raymond Fu, director and officer of the Company, have advanced working capital to pay for expenses of the Company for the nine months ended September 30, 2024.

The outstanding amount due to related parties was $80,241 and $56,842 as of September 30, 2024 and December 31, 2023, respectively. These advances above are due on demand and non-interest bearing without maturity date.

NOTE 7 – DISPOSAL OF SUBSIDIARY

On December 31, 2023, the Company disposed of its subsidiary, Fun Fitness Corporation (“FFC”). The disposal of FFC was completed by returning the 1,000,000 shares of Convertible Series A Preferred Stock of FFC that were acquired at the time of the merger. The Company recognized a gain of $7,748 on the disposal for the year ended December 31, 2023, calculated as the difference between the fair value of the consideration received which amounted to $0, and the carrying amount of the net assets disposed. Following the disposal of FFC, there are no remaining interests held by the Company in the disposed entity. This transaction does not represent a strategic shift in the Company’s operations and, therefore, is not reported as a discontinued operation.

NOTE 8 – SUBSEQUENT EVENTS

In accordance with ASC 855-10, the Company has performed an evaluation of subsequent events through the date that the financial statements were issued and has determined that it does not have any material subsequent events to disclose or require adjustments in these financial statements.

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 of Vestiage, Inc. for the three ~~and nine~~ months ended March ~~September 30~~31, ~~2024~~2025 and ~~2023~~2024, 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 Vestiage, Inc. 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 Vestiage, Inc.’s MD&A. Readers should not place undue reliance on any such forward-looking statements. Vestiage, Inc. 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

Vestiage, Inc. ~~(OTC~~is ~~“VEST”)~~a ~~was~~developmental stage company, incorporated under the laws of the State of Florida on October 31, 2006,. asOn ~~The~~December ~~Harvard~~29, ~~Learning~~2022 ~~Centers~~Vestiage, Inc., ~~This~~a ~~was~~Florida corporation, ~~the~~executed ~~result~~a ofShare aExchange ~~merger~~Agreement and with ~~American~~ ~~Way~~Fun ~~Business~~Fitness ~~Development~~ Corporation (“FFC” the “Subsidiary”), a Wyoming ~~Delaware~~ corporation. ~~The~~On ~~Harvard~~January ~~Learning Centers~~12, ~~Inc.~~2023 ~~was~~the acquisition closed and VEST acquired 100% of the ~~surviving~~issued ~~entity~~stock and 1,000,000 shares of Convertible Series A Preferred Stock in exchange for 500,000 shares of VEST restricted Common Stock.

On December 31, 2023, 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 ~~was~~recognized a ~~full~~gain ~~line~~of ~~department~~$7,748 ~~store~~on disposal, calculated as the difference ~~specializing~~between inthe ~~premium~~net ~~name~~asset ~~brand~~carrying ~~merchandise~~value and ~~full-service~~the ~~hardware.~~fair Onvalue ~~September~~of ~~18,~~the ~~2007~~consideration received, ~~the~~which ~~Company~~was ~~filed~~$0. anNo ~~amendment~~remaining tointerests ~~its Articles~~are ofheld ~~Incorporation~~in FFC, and ~~changed~~the ~~its~~disposal ~~name~~is not classified as a discontinued operation due to ~~The~~the ~~Americas~~absence ~~Learning~~of ~~Centers,~~a ~~Inc~~strategic shift in operations.

OnPrior ~~July~~to 16the disposal, Vestiage’s ~~2009~~subsidiary, ~~the~~FFC, ~~Company~~was ~~further~~involved ~~changed its~~in ~~name~~the tofitness ~~Harbor~~event ~~Brewing~~planning ~~Company, Inc~~industry. ~~and then to Hackett~~FFC’s ~~Store,~~services ~~Inc.~~included oncompetition ~~August 5~~planning, vendor ~~2009~~management, ~~WiseBuys~~securing equipment, ~~Inc.~~and oncoordinating ~~May~~food ~~21,~~and ~~2010,~~volunteers ~~and eventually~~for toevents. ~~Empire~~FFC ~~Pizza~~also ~~Holdings,~~organized ~~Inc.~~holiday onand ~~January~~new 4,member ~~2011~~celebrations for local gyms.

OnOpportunities ~~January~~may 21come to the Company’s attention from various sources, ~~2013~~including our management, ~~the~~our ~~Issuer~~stockholders, ~~acquired~~professional ~~Vestiage~~advisors, securities broker ~~Inc.~~dealers, aventure ~~Delaware~~capitalists ~~Corporation~~and private equity funds, asmembers ~~its~~of ~~operating~~the ~~business~~financial bycommunity ~~way~~and ofothers awho ~~stock~~may ~~for~~present ~~stock~~unsolicited ~~exchange~~proposals. At ~~with~~this ~~what~~time, ~~was~~the ~~then~~Company ~~Empire~~has ~~Pizza~~no ~~Holdings~~plans, understandings, agreements, or commitments with any individual or entity to act as a finder in ~~Inc~~regard to any business opportunities. ~~Pursuant~~While toit ~~the~~is ~~agreement,~~not currently anticipated that the ~~Issuer~~Company ~~acquired~~will ~~securities~~engage ofunaffiliated ~~Vestiage-Delaware~~professional ~~from~~firms specializing ~~the~~in ~~shareholders~~business ofacquisitions, ~~Vestiage-Delaware~~reorganizations or other such transactions, insuch ~~consideration~~firms may be retained if such arrangements are ~~for~~deemed ~~shares~~to ofbe in the ~~Issuer.~~best ~~Simultaneous~~interest ~~with~~of the ~~stock~~Company. ~~exchange,~~Compensation ~~Empire~~to ~~Pizza~~a ~~Holdings,~~finder ~~Inc.~~or ~~spun~~business ~~out~~acquisition ~~its~~firm ~~wholly~~may ~~owned~~take ~~operating~~various ~~subsidiary~~forms, including ~~Sackets~~one-time ~~Harbor~~cash ~~Anchor~~payments, ~~Inc.~~payments ~~Upon~~involving ~~completion~~issuance of securities (including those of the ~~transaction~~Company), ~~the~~or ~~name~~any combination of these or other compensation arrangements. Consequently, the Company ~~was~~is ~~finally~~currently ~~changed~~unable to ~~Vestiage,~~predict ~~Inc.~~the oncost ~~February 18,~~of ~~2013,~~utilizing such services.

~~Vestiage,~~The ~~Inc.~~Company ~~was~~has innot restricted ~~the~~its ~~nutraceuticals~~search to any particular business, ~~marketing~~industry, ~~three~~or ~~products~~geographical ~~focused~~location. onIn ~~healthy~~evaluating ~~living~~a potential transaction, the Company analyzes all available factors and ~~addressed~~make ~~several~~a ofdetermination ~~the~~based ~~higher~~on ~~demand~~a ~~conditions desired~~composite byof ~~the~~available ~~Company's~~facts, ~~target~~without ~~customer~~reliance on any single factor.

~~Business~~It ~~operations~~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 ~~Vestiage~~a particular transaction, ~~Inc~~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. ~~were~~Additionally, ~~abandoned~~the Company may act directly or indirectly through an interest in a partnership, corporation byor ~~former~~other ~~management~~form ~~when~~of ~~they~~organization. ~~resigned~~Implementing onsuch ~~September~~structure 9may require the merger, ~~2015~~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 ~~custodianship~~majority ~~action~~of ~~was~~the ~~commenced~~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 ~~2021~~the transaction, the nature and magnitude of which cannot be predicted.

OnThe ~~May~~Company ~~26,~~may also ~~2022,~~be ~~the~~subject ~~Circuit~~to ~~Court~~increased ofUS ~~the~~and ~~Nineth~~China ~~Judicial~~governmental ~~Circuit~~regulations infollowing ~~and~~a ~~for~~transaction; ~~Orange County~~however, ~~Florida~~it ~~granted~~is ~~the~~not ~~Application~~possible ~~for~~at ~~Appointment~~this oftime ~~Custodian~~to aspredict ~~a result of~~ the ~~absence~~nature ofor amagnitude ~~functioning board~~ of ~~directors~~such ~~and~~increased ~~the revocation of the Company’s charter. The order appointed Small Cap Compliance~~regulation, ~~LLC~~if ~~(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~~any.

13The Company expects to continue to incur moderate losses each quarter until a transaction considered appropriate by management is effectuate.

~~The~~At ~~Court~~present ~~awarded~~financial revenue ~~custodianship~~has tonot ~~the~~yet ~~Custodian based~~been onrealized. ~~the~~The ~~absence~~Company ofhopes ato ~~functioning~~raise ~~board~~capital ofin ~~directors,~~order ~~revocation~~to offund the ~~Company’s~~acquisitions. ~~charter,~~All ~~and~~statements ~~abandonment~~involving ofour business ~~the~~plan ~~business. At~~are ~~this~~forward ~~time,~~looking ~~the~~statements ~~Custodian~~and ~~appointed~~have ~~Rhonda~~not ~~Keaveney,~~been implemented as ~~sole~~of ~~officer~~this ~~and Director~~filing.

The ~~Custodian~~Company ~~attempted~~is moving in a new direction, statements made relating to ~~contact~~our ~~the~~contemplated ~~Company’s~~business ~~officers~~combination are forward looking statements and ~~directors~~we ~~through~~have ~~letters,~~no ~~emails,~~history of ~~and~~performance. ~~phone~~Current ~~calls,~~management ~~with~~does nonot ~~success~~have any experience in acquisition of companies but is actively looking for a suitable person to incorporate into the management team.

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 VEST’s corporate charter to do business and restoring value to the Company for the benefit of the stockholders.

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 VEST 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

Vestiage, Inc. is currently a developmental stage company, incorporated under the laws of the State of Florida on October 31, 2006.

On December 29, 2022 Vestiage, Inc., a Florida corporation, executed a Share Exchange Agreement and with Fun Fitness Corporation (“FFC” the “Subsidiary”), a Wyoming corporation. On January 12, 2023 the acquisition closed and VEST acquired 100% of the issued stock and 1,000,000 shares of Convertible Series A Preferred Stock in exchange for 500,000 shares of VEST restricted Common Stock.

The Company is in the fitness event planning industry. We specialize in the planning of events and competitions for fitness gyms within the functional fitness space. We sponsor competitions within local communities and organize events such as parties and educational seminars. Our services include competition planning, vendor organization, food services, securing competition equipment and volunteers to work the event. We also plan parties for local gyms such for holiday and new member celebrations.

~~FFC~~The ~~was~~analysis ~~incorporated~~will be onundertaken ~~October~~by ~~31,~~or ~~2022,~~under in the ~~state~~supervision of ~~Wyoming,~~our ~~and~~management. ~~had~~As noof ~~operations~~the ~~prior~~date toof ~~incorporation.~~this ~~Since incorporation~~filing, ~~FFC~~we ~~sponsored~~have ~~its~~not ~~first competition~~entered ~~November~~into ~~2022~~definitive ~~and another in December 2022~~agreements. In ~~January~~our ~~2023,~~continued ~~FFC~~efforts ~~traveled~~ to ~~Miami~~analyze topotential ~~network at a fitness competition with the intention of renting a booth in 2024 to promote our~~ business. ~~In February~~plan, ~~FFC~~we ~~participated~~intend into consider the ~~planning~~following ~~and execution of a worldwide competition in which members from a local gym competed. FFC’s website is https~~factors:~~//www.xfit.fun~~

~~The~~· ~~financials~~Potential for ~~FFC have~~growth, ~~had~~indicated noby ~~impact~~anticipated onmarket ~~historical~~expansion ~~financials~~or ~~for~~new ~~VEST~~technology; · Competitive position as compared to other businesses of ~~this~~similar ~~filing~~size ~~since~~and experience within our contemplated segment as well as within the ~~acquisition~~industry ~~didn’t~~as ~~close~~a ~~until~~whole; ~~January~~· ~~2023.~~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

OnIn ~~December~~applying ~~31, 2023,~~ the ~~Company disposed of~~foregoing ~~its subsidiary~~criteria, ~~Fun~~management ~~Fitness~~will ~~Corporation~~attempt ~~(“FFC”).~~to ~~The~~analyze ~~disposal~~all offactors ~~FFC~~and ~~was~~circumstances ~~completed~~and bymake ~~returning~~a ~~the~~determination ~~1,000,000~~based ~~shares~~upon ofreasonable ~~Convertible~~investigative ~~Series~~measures Aand ~~Preferred~~available ~~Stock of FFC that were acquired at the time of the merger~~data. ~~The~~Due ~~Company~~to ~~recognized~~our alimited ~~gain~~capital ofavailable ~~$7,748 on the disposal~~ for ~~the year ended December 31~~investigation, ~~2023,~~we ~~calculated~~may asnot ~~the~~discover ~~difference~~or ~~between~~adequately ~~the~~evaluate ~~fair~~adverse facts ~~value~~about of the ~~consideration~~opportunity ~~received which amounted~~ to ~~$0,~~be ~~and the carrying amount of the net assets disposed~~acquired. ~~Following~~Additionally, ~~the~~we ~~disposal~~will ofbe ~~FFC,~~competing ~~there~~against ~~are~~other noentities ~~remaining~~that ~~interests~~may ~~held~~have bygreater ~~the~~financial, ~~Company~~technical, inand ~~the~~managerial ~~disposed~~capabilities ~~entity.~~for ~~This~~identifying ~~transaction does not represent a strategic shift in the Company’s operations~~ and, ~~therefore, is~~completing ~~not~~our ~~reported~~business ~~as a discontinued operation~~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 30 days after a viable candidate is located.

Results of Operations

Introduction

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 provides selected balance sheet data for our Company at ~~September~~March 3031, ~~2024~~2025 (unaudited) and December 31, ~~2023~~2024:

	September 30, 2024			December 31, 2023
	March 31, 2024			December 31, 2024
Balance Sheet Data
Cash	$	–		$	–
Total Assets		–			–
Total Liabilities		94116,~~546~~751			57110,~~695~~370
Total Stockholders’ Deficit	$	~~(94~~116,~~546~~751	)	$	~~(57~~110,~~695~~370	)

To date, the Company has relied on debt and equity raised in private offerings and shareholder loans to finance operations and no other sources of capital has been identified. If we experience a shortfall in operating capital, we could be faced with having to limit our research and development activities.

Three ~~and~~Months ~~Nine~~Ended ~~months~~March ~~ended September 30~~31, ~~2024~~2025 and ~~2023~~2024

Revenue

For the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, the Company ~~had~~ had not generated any revenues.

For the nine months ended September 30, 2024 and 2023, the Company had not generated any revenues.

Operating Expenses

Operating expenses for the three months ended ~~September~~March 3031, ~~2024~~2025 were $96,~~967~~ 381 compared to $106,~~132~~572 for the three months ended ~~September~~March 3031, ~~2023~~2024

Operating expenses ~~for~~decreased ~~the~~in ~~nine~~2025 ~~months~~due ~~ended~~to ~~September~~other ~~30,~~professional ~~2024 were~~fees ~~$36,851~~and ~~compared~~other togeneral ~~$46,323~~and ~~for~~administrative ~~the~~fees ~~nine~~incurred ~~months~~for ~~ended~~this ~~September 30, 2023~~period.

Operating expenses decreased in 2024 due to other professional fees and other general and administrative fees decreased for this period.

Other Income and Expenses

For the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, the Company ~~did~~ did not have any other income or expenses.

For the nine months ended September 30, 2024 and 2023, the Company did not have any other income or expenses.

Net Income (Loss)

For the three months ended ~~September~~March 3031, ~~2024~~2025, ~~the~~ the Company had a net loss of $96,~~967~~381 compared to the three months period ended ~~September~~March 3031, ~~2023~~2024 of a net loss of $106,~~132~~572.

~~For the nine months ended September 30, 2024, the Company had a net loss of $36,851 compared to the nine months period ended September 30, 2023 of a net loss of $46,323.~~16

Liquidity and Capital Resources

As of ~~September~~March 3031, ~~2024~~2025, we had no cash and had a working capital ~~deficit~~ deficit of $95116,~~546~~751.

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 $8088,~~241~~085 and $5687,~~842~~525 as of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024.

Operating Activities

Net cash used in operating activities were $~~23,399~~560 for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 and $~~46,323~~150 for the same period ended ~~2023~~2024. The change resulted from net operating loss of $366,~~851for~~381 for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 with accounts payable and accrued expenses increased by $135,~~452~~821 from $~~853~~22,845 at December 31, 2024 ~~2023~~ to $1428,~~305~~666 at ~~September~~March 3031, ~~2024~~2025. 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 ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024.

Financing Activities

Net cash provided by financing activities were $~~23,399~~560 for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 and $~~46,206~~150 for the same period ended in ~~2023~~2024. The Company received net advances of $~~23,399~~560 and $~~46,206~~150 from related party for working capital purposes for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, respectively. During the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 the Company ~~did not~~ issued $Nil common stock for cash.

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

~~Management’s~~a) Evaluation of Disclosure Controls and Procedures

~~Our~~We ~~disclosure~~conducted ~~controls~~an ~~and~~evaluation, ~~procedures~~under ~~are~~the ~~designed~~supervision toand ~~provide~~with ~~reasonable~~the ~~assurance~~participation ~~that~~of our management, of the ~~information~~effectiveness ~~required~~of tothe bedesign ~~disclosed~~and byoperation usof inour ~~reports~~disclosure ~~that~~controls weand ~~file~~procedures. The orterm ~~submit~~“disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act isof ~~accumulated~~1934, ~~and~~as ~~communicated~~amended to(“Exchange ~~our management~~Act”), ~~including~~means ~~our~~controls ~~principal~~and ~~executive~~other ~~officer~~procedures ~~and~~of ~~principal~~a ~~financial~~company ~~officer,~~that asare ~~appropriate~~designed to ensure that information required to ~~allow~~be ~~timely~~disclosed ~~decisions~~by ~~regarding~~the ~~required~~company ~~disclosure~~in ~~and~~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. ofDisclosure controls ~~the~~and ~~SEC.~~procedures ~~Based~~also ~~upon~~include, without limitation, controls and procedures designed to ensure that ~~evaluation~~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 ~~our~~its principal executive ~~officer~~ and principal financial ~~officer~~officers, ~~concluded~~or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on that evaluation, asour ofChief ~~the~~Executive ~~end~~Officer ofand ~~the~~Chief ~~period~~Financial ~~covered~~Officer byconcluded that, ~~this~~as ~~report~~of March 31, 2025, 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’s Report on Internal Control over Financial Reporting

Our management, with the participation of our principal executive officer and principal financial officer, is responsible for establishing and maintaining adequate internal control over our financial reporting. Our internal control system was designed to provide reasonable assurance to management regarding the preparation and fair presentation of published financial statements.

Our management, consisting of our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, 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 costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, misstatements, errors, and instances of fraud, if any, within our company have been or will be prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks that internal controls may become inadequate as a result of changes in conditions, or through the deterioration of the degree of compliance with policies or procedures.

Changes in Internal Control over Financial Reporting

There was no change in the Company’s internal control over financial reporting that occurred during the quarter ended September 30, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management's Assessment Regarding Internal Control Over Financial Reporting

At the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was carried out under the supervision of and with the participation of our management, including the Principal Executive Officer and the Principal Financial Officer of the effectiveness of the design and operations of our disclosure controls and procedures (as defined in Rule 13a – 15(e) and Rule 15d – 15(e) under the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and the Principal Financial Officer have concluded that our disclosure controls and procedures were not effective in ensuring that: (i) information required to be disclosed by the Company in reports that it files or submits to the Securities and Exchange Commission under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosure.

Disclosure controls and procedures were not effective due primarily to a material weakness in the segregation of duties in the Company’s internal control of financial reporting as discussed below.

Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company (including its consolidated subsidiaries) and all related information appearing in our Annual Report on Form 10-K. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

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.

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.

~~Changes~~b) inInherent ~~internal~~Limitations ~~controls~~on ~~over~~Internal ~~financial reporting~~controls

~~There~~Because ~~were~~of noits ~~changes~~inherent inlimitations, ~~the Company’s~~ internal control over financial reporting ~~that~~may ~~occurred~~not ~~prior~~prevent or detect misstatements. Also, projections of any evaluation of effectiveness to ~~the~~future periods ~~Company’s~~are ~~most~~subject ~~recent~~to ~~financial~~the ~~quarter~~risk that ~~materially~~controls ~~affected,~~may become inadequate because of changes in conditions or that the degree of compliance ~~are~~with ~~reasonably~~the ~~likely~~policies toor ~~materially~~procedures ~~affect~~may deteriorate. A control system, no matter how well designed and operated can provide only reasonable, but not absolute, assurance that the ~~Company~~control system’s ~~internal~~objectives will be met. The design of a control ~~over~~system ~~financial~~must ~~reporting~~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 three months ended March 31, 2025, 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.

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 ~~and,~~ as adefined ~~result, are~~by ~~not~~Rule ~~required~~12b-2 toof ~~provide~~ the ~~information~~Securities ~~under~~Exchange ~~this~~Act ~~item.~~of ~~Please~~1934 ~~review~~and ~~the~~are ~~risk~~not ~~factors~~required ~~identified~~to inprovide ~~Item~~the ~~1.A~~information ofunder ~~our~~this ~~2022 Form 10~~item.

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

On December 29, 2022, the Company executed a Share Exchange Agreement between VEST and Fun Fitness Corporation. On January 12, 2023, VEST acquired 100% of the issued stock, 1,000,000 shares of Convertible Series A Preferred Stock in exchange for 500,000 shares of VEST restricted Common Stock. There were no proceeds exchanged in this transaction.

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

OnDuring ~~December~~the quarter 29ended March 31, ~~2022~~2025, ~~the~~no ~~Company~~director ~~executed~~or aofficer ~~Share Exchange~~of ~~Agreement~~the ~~between~~Company ~~VEST~~adopted ~~and~~or ~~Fun~~terminated ~~Fitness~~a ~~Corporation.~~“Rule On10b5-1 ~~January~~trading ~~12,~~arrangement” or ~~2023,~~“non-Rule ~~VEST~~10b5-1 ~~acquired~~trading ~~100% of the issued stock~~arrangement,” ~~1,000,000~~as ~~shares of~~each ~~Convertible~~term ~~Series~~is Adefined ~~Preferred Stock~~ in ~~exchange~~Item ~~for~~408(a) ~~500,000 shares~~ of ~~VEST~~Regulation ~~restricted Common Stock~~S-K.

During the quarter ended September 30, 2024, 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.

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: November 14, 2024	VESTIAGE, INC.
Date: May 15, 2025	VESTIAGE, INC.
	By:	/s/ Raymond Fu
	Name	Raymond Fu
	Title	Chief Executive Officer and Chief Financial Officer

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