VESTIAGE, INC. 10-K

 false FY 2023 0001594968 0

 2023-06-30

 2023-10-01

 VEST:FFCMember

 2023-01-11
 2023-01-12

 us-gaap: SeriesDPreferredStockMember
 VEST:SmallCapComplianceMember

 2023-08-24
 2023-08-25

 VEST:RestrictedCommonStockMember
 VEST:WellProfitHoldingsLimitedMember

 2023-08-24
 2023-08-25

 us-gaap: SeriesDPreferredStockMember

 2022-06-06

 us-gaap: SeriesDPreferredStockMember
 VEST:MsKeaveneyMember

 2022-06-05
 2022-06-06

 2023-09-30

 VEST:MsKeaveneyMember

 2022-06-05
 2022-06-06

 VEST:SmallCapComplianceMember

 VEST:SmallCapComplianceMember

 VEST:SmallCapComplianceMember

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

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

 For the year ended: December 31, 2023

 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

 43-4895104

 (State or other jurisdiction of

 incorporation or organization)

 (I.R.S. Employer Identification No.)

 1113, Lippo Centre Tower 2, 89 Queensway, Admiralty, Hong Kong

 (Address of principal executive offices)

 (Zip Code)

 00000

 + 852 3703 6155

 (Registrant's telephone number, including
area code)

 _________________________________________

 (Former name, former address and former fiscal
year, if changed since last report)

 _________________________________________________

 Securities registered pursuant to Section 12(g)
of the Act:

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 None

 VEST

 N/A

 Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes No

 Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes No

(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

has submitted electronically and 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

is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large
accelerated filer," "accelerated filer" and "smaller reporting 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.

has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report.

 If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements.

 Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's
executive officers during the relevant recovery period pursuant to §240.10D-1(b).

is a shell company (as defined in Rule 12b-2 of the Act). Yes
 No

 The aggregate market value of common stock held
by non-affiliates of the registrant as of the last business day of the registrant's most recently completed second fiscal quarter
was approximately $ nil.

 The number of shares of the registrant's common stock outstanding on
December 31, 2023 was 58,078,236.

 Page

 CAUTIONARY NOTE ABOUT
 FORWARD-LOOKING STATEMENTS

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market Price and Dividends on the Registrant's Common Equity and Related Stockholder Matters

 Item 6.

 Selected Financial Data

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative and Qualitative Disclosures about Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions and Director Independence

 Item 14.

 Principal Accounting Fees and Services

 Item 15.

 Exhibits, Financial Statement Schedules

 Item 16.

 10-K Summary

 Signatures

 i

 Use of Certain Defined Terms

 Except as otherwise indicated by the context,
references in this report to "Vestiage, Inc.", "we," "us," "our," "our Company".

 Forward-Looking Statements

 This Annual Report on Form 10-K contains "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933,
as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking
statements may include words such as "anticipate," "believe," "estimate," "intend," "could,"
"should," "would," "may," "seek," "plan," "might," "will,"
"expect," "anticipate," "predict," "project," "forecast," "potential,"
"continue" negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are
based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known
and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to
be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

 We cannot predict all of the risks and uncertainties.
Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or
that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these
forward-looking statements. These forward-looking statements are found at various places throughout this Annual Report on Form 10-K and
include information concerning possible or assumed future results of our operations, including statements about potential acquisition
or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding
future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that
are not historical facts.

 These forward-looking statements represent our
intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors.
Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied
by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking
statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of the date of the Annual Report on Form 10-K. All subsequent
written and oral forward-looking statements concerning other matters addressed in this Annual Report on Form 10-K and attributable to
us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to
in this Annual Report on Form 10-K.

 Except to the extent required by law, we undertake
no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events,
conditions, circumstances or assumptions underlying such statements, or otherwise.

 ii

 Item 1.

 Business

 (a) Business Development

 Vestiage, Inc. (OTC "VEST") was incorporated
under the laws of the State of Florida on October 31, 2006, as The Harvard Learning Centers, Inc. This was the result of a merger with
American Way Business Development Corporation, a Delaware corporation. The Harvard Learning Centers, Inc. was the surviving entity.

 The Company was a full line department store,
specializing in premium name brand merchandise and full-service hardware. On September 18, 2007, the Company filed an amendment to its
Articles of Incorporation and changed its name to The Americas Learning Centers, Inc.

 On July 16, 2009, the Company further changed
its name to Harbor Brewing Company, Inc. and then to Hackett's Store, Inc. on August 5, 2009, WiseBuys, Inc. on May 21, 2010, and
eventually to Empire Pizza Holdings, Inc. on January 4, 2011.

 On January 21, 2013, the Issuer acquired Vestiage,
Inc., a Delaware Corporation, as its operating business by way of a stock for stock exchange with what was then Empire Pizza Holdings,
Inc. Pursuant to the agreement, the Issuer acquired securities of Vestiage-Delaware from the shareholders of Vestiage-Delaware, in consideration
for shares of the Issuer. Simultaneous with the stock exchange, Empire Pizza Holdings, Inc. spun out its wholly owned operating subsidiary,
Sackets Harbor Anchor, Inc. Upon completion of the transaction, the name of the Company was finally changed to Vestiage, Inc. on February
18, 2013,

 Vestiage, Inc. was in the nutraceuticals business,
marketing three products focused on healthy living and addressed several of the higher demand conditions desired by the Company's target
customer.

 Business operations for Vestiage, Inc. were
abandoned by former management when they resigned on September 9, 2015, and a custodianship action was commenced in 2021.

 On May 26,
2022, the Circuit Court of the Nineth Judicial Circuit in and for Orange County, Florida granted the Application for Appointment of Custodian
as a result of the absence of a functioning board of directors and the revocation of the Company's charter. The order appointed
Small Cap Compliance, LLC (the "Custodian") custodian with the right to appoint officers and directors, negotiate and compromise
debt, execute contracts, issue stock, and authorize new classes of stock.

 The Court awarded custodianship to the Custodian
based on the absence of a functioning board of directors, revocation of the Company's charter, and abandonment of the business.
At this time, the Custodian appointed Rhonda Keaveney, as sole officer and Director.

 The Custodian attempted to contact the Company's
officers and directors through letters, emails, and phone calls, with no success.

 Small Cap
Compliance, LLC ("SCC") is a shareholder in the Company and applied to the Court for an Order appointing SCC as
the Custodian. This application was for the purpose of reinstating 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 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 was incorporated on October 31, 2022, in the
state of Wyoming, and had no operations prior to incorporation. Since incorporation, FFC sponsored its first competition November 2022
and another in December 2022. In January 2023, FFC traveled to Miami to network at a fitness competition with the intention of renting
a booth in 2024 to promote our business. In February, FFC participated in the planning and execution of a worldwide competition in which
members from a local gym competed. FFC's website is

 The financials for FFC have had no impact on historical
financials for VEST as of this filing since the acquisition didn't close until January 2023.

 The Company
is moving in a new direction, statements made in regard to our business are forward looking statements and we have a limited history of
performance. M anagement has limited experience in the fitness event planning business and is actively looking for a suitable person
to incorporate into the management team.

 Currently, the Company plans to focus on the
event planning industry. We will continue to market our brand by attending fitness events, pursuing meetings with gym owners, and organizing
events at local gyms.

 If an opportunity presents itself, we will partner
with investors in the purchase of a functional fitness gym to expand our revenue stream and further establish a brand in the fitness community.

 Opportunities may come to the Company's
attention from various sources, including our management, our stockholders, professional advisors, securities broker dealers, venture
capitalists and private equity funds, members of the financial community and others who may present unsolicited proposals. At this time,
the Company has no plans, understandings, agreements, or commitments with any individual or entity to act as a scout for any business
opportunities. While it is not currently anticipated that the Company will engage unaffiliated professional firms specializing in business
acquisitions, reorganizations or other such transactions, such firms may be retained if such arrangements are deemed to be in the best
interest of the Company. Compensation to a finder or business acquisition firm may take various forms, including one-time cash payments,
payments involving issuance of securities (including those of the Company), or any combination of these or other compensation arrangements.
Consequently, the Company is currently unable to predict the cost of utilizing such services.

 The Company may have opportunities to expand.
Opportunities will be reviewed to align with the respective needs and desires of the Company and we will consider expanding our business
model if it meets the legal structure and method deemed suitable by management. In implementing a structure for a particular transaction,
the Company may become a party to a merger, consolidation, reorganization, tender offer, joint venture, license, purchase and sale of
assets, or purchase and sale of stock, or other arrangement the exact nature of which cannot now be predicted. Additionally, the Company
may act directly or indirectly through an interest in a partnership, corporation, or other form of organization. Implementing such structure
may require the merger, consolidation, or reorganization of the Company with other business organizations and there is no assurance that
the Company would be the surviving entity. In addition, our present management and stockholders may not have control of a majority of
the voting shares of the Company following reorganization or other financial transaction. As part of such a transaction, some or all of
the Company's existing Directors may resign and new Directors may be appointed. The Company's operations following the consummation
of a transaction will be dependent on the nature of the transaction. There may also be various risks inherent in the transaction, the
nature and magnitude of which cannot be predicted.

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

 The athletic event organizer industry is a $5-billion-dollar
market.

 This industry provides event management services
for sporting events with facilities, such as globo and functional fitness gyms. The industry also services events without facilities,
such as marathons and triathlons. Companies in this industry also offer logistical, operational and marketing services.

 Industry Products and Services

 Running events

 Cycling events

 Walking events

 Multi-activity events

 Other events

 Industry Activities

 Organizing athletic events

 Organizing athletic events for charity

 Organizing athletic events for business clients

 Managing athletic events

 Promoting athletic events

 The
labor market has tightened and put increased pressure on wages, individuals have had higher amounts of disposable income to allocate to
leisure activities. These leisure activities include joining gyms, thereby creating more disposable income for gyms to plan events and competitions.

 The Company is conducting business in the
following areas of fitness event planning:

 Events

 In house and regional competitions

 Holiday events

 Conditioning seminars

 Educational seminars

 Logistics

 Equipment rentals

 Food catering

 Athlete and volunteer registration

 Secure sponsors and entertainment

 The analysis will be undertaken by or under the supervision of our
management. As of the date of this filing, we have entered into a definitive agreement with Fun Fitness Corporation. In our continued
efforts to maximize our business plan, we intend to consider the following factors:

 Potential for growth, indicated by anticipated market expansion or new technology

 Competitive position as compared to other businesses of similar size and experience within our contemplated segment as well as within the industry as a whole

 Strength and diversity of management, and the accessibility of required management expertise, personnel, services, professional assistance and other required items

 Capital requirements and anticipated availability of required funds, provided
by the Company or obtained from, 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 marketplace

 Other relevant factors

 In applying the foregoing criteria, Management
will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available
data. Due to our limited capital available for investigation, we may not discover or adequately evaluate adverse facts about the opportunity
to be acquired. Additionally, we will be competing against other entities that may have greater financial, technical, and managerial capabilities
for identifying and expanding our business.

 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 any other information, which is made available to the Company. This in-depth review will either be conducted
by our management or by a third party. We expect to 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 expand our business, 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. Presently, we have no arrangements for any of these types of fees.

 We anticipate that the investigation of specific
business opportunities, culminating in the negotiation, drafting and execution of relevant agreements, disclosure documents and other
instruments will require substantial management time and attention, as well as considerable cost for accountants, attorneys, consultants,
and others. Irrecoverable costs may be incurred in the investigation process, and 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 financial loss to the Company.

 Competition

 Our company
is competing in the fitness event planning industry. Our competition includes larger general event planning and event planning companies
that specialize in the fitness industry. In addition, it will be difficult to get into the larger gyms due to their in-house planning
committees. We will compete in markets where more established companies, with larger budgets and more staff, can offer more services.
We expect that the quantity and composition of our competitive environment will continue to evolve as the industry matures. Additionally,
increased competition is possible to the extent that new companies will enter the marketplace as a result of continued expansion into
new geographies. We believe that diligently establishing and expanding our business on new platforms such as Instagram and Facebook will
establish us in this industry. Additionally, we expect that establishing our service offerings on new platforms are factors that mitigate
the risk associated with operating in a developing competitive environment. The contemporaneous growth of the industry as a whole will
result in new customers entering the marketplace, thereby further mitigating the impact of competition on our future operations and results.

 By competing
in the fitness event planning industry; growth will be accomplished through advertising, having a presence at functional fitness competitions
through sponsorship, booth rentals, and social media. Alternatively, this growth will increase development costs and the cost of services
in the fitness industry, which may not allow us to meet the competitive price point dictated by the market and our competitors

 Again, these
are forward looking statements and not an indication of past performance. There is no guarantee that we will profit from our current business
model and have no merger candidates as of the time of this filing.

 Employees

 The Company and its subsidiary currently have
two executive officers.

 Mr. Raymond Fu serves as Chief Executive Officer
and Chief Financial Officer of the Company.

 Mr. Timothy Lam serves as Secretary of the
Company.

 Management of the Company expects to use consultants,
attorneys and accountants as necessary, and it is not expected that Vestiage, Inc. will have any full-time or other employees, except
as may be the result of completing a transaction that would expand the Company.

 Item 1A.

 Risk Factors

 We are a smaller reporting company as defined
by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 Item 1B.

 Unresolved Staff Comments

 Not applicable to a "smaller reporting company"
as defined in Item 10(f)(1) of Regulation S-K.

 Item 1C.

 Cybersecurity

 None.

 Item 2.

 Properties

 The Company does not own any real estate or other
properties and has not entered into any long-term lease or rental agreements for property.

 Item 3.

 Legal Proceedings

 We know of no material, existing or pending legal
proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings
in which our directors, officers, or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material
interest adverse to our interest.

 Item 4.

 Mine Safety Disclosures

 Not applicable.

 Item 5.

 Market Price and Dividends on the Registrant's Common Equity and Related Stockholder Matters

 (a) Market information.

 Our common stock is currently quoted on the OTC
market "Pink Sheets" under the symbol VEST and there is limited liquidity in the public trading market for the class of common
equity. Although our stock is quoted on OTC markets, the existence of limited or sporadic quotations should not of itself be deemed to
constitute an established public trading market. There is no established public trading market for our shares. For the periods indicated,
the following table sets forth the high and low bid prices per share of common stock. The below prices represent inter-dealer quotations
without retail markup, markdown, or commission and may not necessarily represent actual transactions.

 Price Range

 Period

 High ($)

 Low ($)

 Year ended December 31, 2023

 First Quarter

 0.008

 0.013

 Second Quarter

 0.079

 0.015

 Third Quarter

 0.079

 0.021

 Fourth Quarter

 0.030

 0.02

 Year Ended December 31, 2022:

 First Quarter

 0.005

 0.005

 Second Quarter

 0.005

 0.005

 Third Quarter

 0.005

 0.001

 Fourth Quarter

 0.075

 0.001

 (b) Holders.

 As of April 15, 2024, there are approximately
856 holders of an aggregate of 58,078,236 shares of our Common Stock issued and outstanding.

 (c) Dividends.

 We have not paid any cash dividends to date and
do not anticipate or contemplate paying dividends in the foreseeable future. It is the president intention of management to utilize all
available funds for the development of the Registrant's business.

 (d) Securities authorized for issuance under equity compensation plans.

 None.

 Item 6.

 Selected Financial Data.

 Not applicable to a "smaller reporting company"
as defined in Rule 12b-2 of the Exchange Act.

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 This Management's Discussion and Analysis
of Financial Condition and Results of Operations is intended to provide a reader of our financial statements with a narrative from the
perspective of our management on our financial condition, results of operations, liquidity, and certain other factors that may affect
our future results. The following discussion and analysis should be read in conjunction with our audited consolidated financial statements
and the accompanying notes thereto included in "Item 8. Financial Statements and Supplementary Data." In addition to historical
financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and
assumptions. See "Forward-Looking Statements." Our results and the timing of selected events may differ materially from those
anticipated in these forward-looking statements as a result of many factors.

 Business Overview

 Vestiage, Inc. is 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 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. FFC's website is

 FFC was incorporated on October 31, 2022, in the
state of Wyoming, and had no operations prior to incorporation. Since incorporation, FFC sponsored its first competition in November 2022
and another in December 2022. In January 2023, FFC traveled to Miami to network at a fitness competition with the intention of renting
a booth in 2024 to promote our business. In February, FFC participated in the planning and execution of a worldwide competition in which
members from a local gym competed.

.

 FFC was incorporated on October 31, 2022, in the
state of Wyoming, and had no operations prior to incorporation. Since incorporation, FFC sponsored its first competition November 2022
and another in December 2022.. In January 2023, FFC traveled to Miami to network at a fitness competition with the intention of renting
a booth in 2024 to promote our business. In February, FFC participated in the planning and execution of a worldwide competition in which
members from a local gym competed..

 The financials for FFC have had no impact on historical
financials for VEST as of this filing since the acquisition didn't close until January 2023.

 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. Following the disposal of FFC, there were no remaining interests
held by the Company in the disposed entity.

 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.

 The Company
is moving in a new direction. Statements made in regard to our business are forward-looking statements and we have a limited history of
performance. M anagement has limited experience in the fitness event planning business and is actively looking for a suitable person
to incorporate into the management team.

 If an opportunity presents itself, we will partner
with investors in the purchase of a functional fitness gym to expand our revenue stream and further establish a brand in the fitness community.

 Going Concern

 Our auditor has indicated in their reports on
our financial statements for the fiscal years ended December 31, 2023, that conditions exist that raise substantial doubt about our ability
to continue as a going concern due to our recurring losses from operations, deficit in equity, and the need to raise additional capital
to fund operations. A "going concern" opinion could impair our ability to finance our operations through the sale of debt
or equity securities.

 Recent Developments

 On August 25, 2023, a change in control of the Company occurred by
virtue of the Company's largest shareholder, Small Cap Compliance, LLC, selling 300,000 shares of the Convertible Series D Preferred Stock
and the Company issuing 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.

 Results of Operations Comparison of the Years Ended December 31,
2023 and 2022

 Revenue

 For the years ended December 31, 2023 and 2022, the Company had not
generated any revenues.

 Operating Expenses

 Operating expenses for the year ended December
31, 2023 were $56,677 compared to $41,716 for the year ended December 31, 2022.

 Operating expenses increased for the years ended
December 31, 2023 due to other professional fees and other general and administrative fees incurred for this period.

 Other Income and Expenses

 The Company had $7,748 as gain on disposal of
subsidiary and $2,65,000 as gain on extinguishment of debt in other income and expenses for the years ended December 31, 2023 and 2022.

 Net Income (Loss)

 For the years ended December 31, 2023, the Company
had a net loss of $48,929 compared to the years ended December 31, 2022 of a net income of $2,123,284.

 The net loss resulted from increase in operating
expenses being a reporting company.

 Liquidity and Capital Resources

 The following table provides selected balance
sheet data for our Company at December 31, 2023 and 2022:

 2023

2022

 Balance Sheet Data

 Cash

 $

 –

 $

 Total Assets

 –

 –

 Total Liabilities

 57,695

 9,520

 Total Stockholders' Deficit

 $

 (57,695)

 $

 8,766

 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.

 As of December 31, 2023, we had $nil in cash and a working capital
deficit of $57,695.

 Operating Activities

 For year ended December 31, 2023 net loss was
$48,929 as compared to net income of$2,123,284 for the years ended December 31, 2022. The Company recognized a gain on disposal of subsidiary
of $7,748 offset by an increase in accounts payable of $853 for the years ended December 31, 2023. The Company issued shares to the Custodian
as compensation in the amount of $32,950 and recognized gain on extinguishment of debt of 2,165,000 for the years ended December 31, 2022.
The increase in net losses is related to other professional fees.

 Investing Activities

 The Company disposed its subsidiary for $7,748
during the year ended December 31, 2023; no investing activities occurred during the years ended December 31, 2022.

 Financing Activities

 During the years ended December 31, 2023 and 2022,
the Company received advances from a related party in the amount of $47,322 and $9,520, respectively, for working capital purposes.

 The financial statements accompanying this Report
have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments
in the normal course of our business. As reflected in the accompanying financial statements, we have not yet generated any revenue, had
a net loss of $48,929 and have an accumulated loss of $10,449,785 as of December 31, 2023. These factors raise substantial doubt about
our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to raise additional
funds and implement our business plan. The financial statements do not include any adjustments that might be necessary if we are unable
to continue as a going concern.

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk.

 Not applicable to a "smaller reporting company"
as defined in Rule 12b-2 of the Exchange Act.

 Item 8.

 Financial Statements and Supplementary Data.

 The full text of the Company's financial
statements for the years ended December 31, 2023 and 2022, begins on page F-1 of this Annual Report on Form 10-K.

 Item 9.

 Changes in and Disagreement With Accountants on Accounting and Financial Disclosure.

 There have been no changes in or disagreements
with accountants regarding our accounting, financial disclosures or any other matter.

 Item 9A.

 Controls and Procedures

 Evaluation of Disclosure Controls and Procedures

 The management of the Company is responsible for
establishing and maintaining adequate internal control over financial reporting, as required by Sarbanes-Oxley (SOX) Section 404 A. The
Company's internal control over financial reporting is a process designed under the supervision of the Company's Chief Executive
Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of the Company's financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

 Management assessed the effectiveness of the Company's
internal control over financial reporting based on the criteria for effective internal control over financial reporting established in
SEC guidance on conducting such assessments as of the end of the period covered by this report. Management conducted the assessment based
on certain criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission. Based on this assessment, management concluded that our internal controls over financial reporting was not effective
as of December 31, 2023.

 The matters involving internal controls and procedures
that the Company's management considered to be material weaknesses under the standards of the Public Company Accounting Oversight
Board were: (1) lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors,
resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation
of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting
with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period
end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by the Company's Chief
Financial Officer in connection with the review of our financial statements as of December 31, 2023 and communicated the matters to our
management.

 Management believes that the material weaknesses
set forth in items (2), (3) and (4) above did not have an effect on the Company's financial results. However, management believes
that the lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors,
resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures can result in the
Company's determination to its financial statements for the future years.

 We are committed to improving our financial organization.
As part of this commitment, we will create a position to segregate duties consistent with control objectives and will increase our personnel
resources and technical accounting expertise within the accounting function when funds are available to the Company: i) Appointing one
or more outside directors to our board of directors who shall be appointed to the audit committee of the Company resulting in a fully
functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures;
and ii) Preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial
reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.

 Management believes that the appointment of one
or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit
committee and a lack of a majority of outside directors on the Company's Board. In addition, management believes that preparing
and implementing sufficient written policies and checklists will remedy the following material weaknesses (i) insufficient written policies
and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements;
and (ii) ineffective controls over period end financial close and reporting processes. Further, management believes that the hiring of
additional personnel who have the technical expertise and knowledge will result proper segregation of duties and provide more checks and
balances within the department. Additional personnel will also provide the cross training needed to support the Company if personnel turn
over issues within the department occur. This coupled with the appointment of additional outside directors will greatly decrease any control
and procedure issues the company may encounter in the future.

 We will continue to monitor and evaluate the effectiveness
of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking
further action and implementing additional enhancements or improvements, as necessary and as funds allow.

 This annual report does not include an attestation
report of the company's registered public accounting firm regarding internal control over financial reporting. Management's
report was not subject to attestation by the company's registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Company to provide only management's report in this annual report.

 There have been no changes in our internal control
over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 or 15d-15 under the Exchange
Act that occurred during the small business issuer's last fiscal year that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.

 We will continue to monitor and evaluate the effectiveness
of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking
further action and implementing additional enhancements or improvements, as necessary and as funds allow.

 Changes in Internal Control over Financial
Reporting

 There were no changes that have affected, or are
reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under
the Exchange Act) during the year ended December 31, 2023.

 Item 9B.

 Other Information.

 During the year ended December 31, 2023, no
director or officer adopted or terminated any 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 10.

 Directors, Executive Officers and Corporate Governance

 Our Officers and directors and additional information concerning them
are as follows:

 Name

 Age

 Position

 Raymond Fu

 Chairman and Director, CEO and CFO

 Timothy Lam Chee Yau

 Secretary

 Raymond Fu, Chief Executive Officer,
Chief Financial Officer, President, Director

 Mr. Raymond Fu has more than 20 years of professional
experience in operations, management and M&A in the finance industry. From 1993 until 2005, Mr Fu worked various roles at Triplenic
Holdings Limited (now known as Fujian Group Limited (HKEX:181)), including as an Executive Director where he helped the group grow from
a market value of $1 billion HKD to $300 billion HKD. From 2005 to present, Mr Fu has held his role as an Executive Director of Asia Image
Investment Limited.

 Mr Fu is also currently serving as the sole director
and controlling shareholder of Uonlive (Hong Kong) Limited, a Hong Kong company since 22 May 2020. He is also the sole Director and a
shareholder of Chuang Fu Capital Equity CCI Capital Limited, a Hong Kong company, since 4 December 2018. Chuang Fu Capital Equity CCI
Capital Limited is the sole shareholder of Chuang Fu Qu Kuai Technology (Shenzhen) Limited, a company incorporated in Shenzhen, China.

 Mr. Fu has served in various public positions
including President of the Lions Club and Honorary President of the New Territories Manufacturer's Association.

 Lam, Chee Yau Timothy, Secretary

 Timothy was admitted as a lawyer in New South
Wales, Australia in 2007. He was also admitted as a qualified lawyer in New Zealand and Hong Kong. Since 2019, he has been a Partner in
a Hong Kong law firm and has experience across multiple jurisdictions including the USA, Hong Kong, Australia, and China.

 Timothy has a Bachelors in Arts (Philosophy),
Bachelors in Law, Masters in Law (Corporate and Finance), Masters in Industrial Property, Masters in Applied Law (Commercial Litigation),
Masters in Strategic Public Relations, Masters in Buddhist Studies and a Masters in Buddhist Counselling.

 Timothy has advised and acted for multiple listed
companies in Hong Kong and Australia. He has also advised listed company board members on their obligations and high level corporate and
governmental employees as to their duties in their roles.

 He is a Member of the Hong Kong Law Society, a
Member of the NSW Law Society, a Governor to the Board of the Children's Cancer Foundation and a Fellow of the Hong Kong Institute
of Directors.

 Director Independence

 Our board of directors is currently composed of one member, who does
not qualify as an independent director in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence
definition includes a series of objective tests, such that the director is not, and has not been, for at least three years, one of our
employees, and neither the director, nor any of his family members has engaged in any type of business dealings with us. In addition,
our board of directors has not made a subjective determination whether no relationships exist, as it relates to each director, which,
in the opinion of our board of directors, would interfere with the director's exercise of independent judgment in carrying out the
responsibilities, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations,
they would have reviewed and discussed with us, the information provided by the directors with a view to determine each director's
business relationships and personal activities as it relates to us and our management.

 Involvement in Legal Proceedings

 To our knowledge, there have been no material
legal proceedings during the last ten years that would require disclosure under the federal securities laws, material to an evaluation
of the ability or integrity of any of our directors or executive officers.

 Potential Conflicts of Interest

 We are not aware of any current or potential conflicts
of interest that exist among with our directors or executive officers, other business interests and their involvement with the Company.

 Item 11.

 Executive Compensation

 Name and Principal Position

 Year

 Salary

 Bonus

 Stock Awards

 Option Awards

 Nonequity Incentive Plan Compensation

 Nonqualified Deferred Compensation Earnings

 Raymond Fu,
Chairman and Director,

 2022

 –

 –

 –

 –

 –

 –

 CEO, CFO and Secretary

 2023

 –

 –

 –

 –

 –

 –

 Timothy Lam Chee Yau,

 2022

 –

 –

 –

 –

 –

 –

 Secretary

 2023

 –

 –

 –

 –

 –

 –

 Rhonda Keaveney,
Former Officer and Director

 2022

 –

 –

 300,000 Preferred D Shares
 500,000 Restricted Common
 Shares

 –

 –

 –

 Small Cap Compliance, LLC

 2023

 –

 –

 –

 –

 –

 –

 Employment Contracts

 The Company has not entered into any employment
agreements with its officer and director.

 Stock Awards Plan

 The Company has not adopted a Stock Awards Plan,
but may do so in the future. The terms of any such plan have not been determined.

 Director Compensation

 The Company's Board of Directors has not adopted a stock option
plan, and has no plans to adopt one, but may choose to do so in the future. If such a plan is adopted, this may be administered by the
Board or a committee appointed by the Board (the "Committee"). The Committee would have the power to modify, extend or renew
outstanding options and to authorize the grant of new options in substitution, provided that any such action may not impair any rights
under any option previously granted.

 Board Committees

 We have not formed an Audit Committee, Compensation
Committee or Nominating and Corporate Governance Committee as of the filing of this Annual Report. Our Board of Directors performs the
principal functions of an Audit Committee. We currently do not have an Audit Committee Financial Expert on our Board of Directors. We
believe that an Audit Committee Financial Expert is not required because the cost of hiring an Audit Committee Financial Expert to act
as one of our directors and to be a member of an Audit Committee outweighs the benefits of having an Audit Committee Financial Expert
at this time.

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 The following table sets forth certain information
with respect to the beneficial ownership of our voting securities by (i) each director and named executive officer, (ii) all executive
officers and directors as a group; and (iii) each shareholder known to be the beneficial owner of 5% or more of the outstanding common
stock of the Company as of December 31, 2023.

 Beneficial ownership is determined in accordance
with the rules of the SEC. Generally, a person is considered to beneficially own securities: (i) over which such person, directly or indirectly,
exercises sole or shared voting or investment power, and (ii) of which such person has the right to acquire beneficial ownership at any
time within 60 days (such as through exercise of stock options or warrants). For purposes of computing the percentage of outstanding shares
held by each person or group of persons, any shares that such person or persons has the right to acquire within 60 days of December 31,
2023 are deemed to be outstanding, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other
person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership.

 Amount and Nature of Beneficial

 Ownership Common Stock (2)

 Name and Address of Beneficial Owner (1)

 Number of
 Shares
 Beneficially
 Owned

 Percentage
 Ownership of
 Shares of
 Common Stock

 Wells Profit Holdings Limited

 1,520,000

 23.41%

 (1)

 Except as otherwise set forth above, the address of each beneficial owner is c/o Vestiage, Inc., 1113, Lippo Centre Tower 2, 89 Queensway, Admiralty, Hong Kong

 (2)

 Based on 6,493,346 shares of common stock issued and outstanding as of December 31, 2023, together with securities exercisable or convertible into shares of common stock with respect to such securities.

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 (a)
 Under Regulation S-K, Item 4, Section C require disclosure of promoters and certain control persons for registrants that are filing
a registration statement on Form 10 under the Exchange Act and that had a promoter at any time during the past five fiscal years shall:

 (i)
 State the names of the promoter(s), the nature and amount of anything of value (including money, property, contracts, options or rights
of any kind) received or to be received by each promoter, directly or indirectly, from the registrant and the nature and amount of any
assets, services or other consideration therefore received or to be received by the registrant; and

 (ii)
 As to any assets acquired or to be acquired by the registrant from a promoter, state the amount at which the assets were acquired
or are to be acquired and the principle followed or to be followed in determining such amount, and identify the persons making the determination
and their relationship, if any, with the registrant or any promoter. If the assets were acquired by the promoter within two years prior
to their transfer to the registrant, also state the cost thereof to the promoter.

 Small Cap Compliance, LLC is considered a promoter
under the meaning of Securities Act Rule 405. Small Cap Compliance, LLC was appointed custodian of the Company and its duties stipulated
by the Florida Court. The Custodian took initiative to organize the business of the issuer. As Custodian, their duties were to conduct
daily business, hold shareholder meetings, appoint officers and directors, and reinstate the Company with the Florida Secretary of State.
The Custodian also had authority to enter into contracts and find a suitable merger candidate. In addition, Small Cap Compliance, LLC,
controlled by Ms. Keaveney, was compensated for its role as custodian and paid outstanding bills to creditors on behalf of the Company.
The Custodian has not, and will not, receive any additional compensation, in the form of cash or stock, for custodian services.

 (b)
 Under Regulation S-K Item 404(c)(2) Registrants shall provide the disclosure required by paragraphs (c)(1)(i) and (c)(1)(ii) of this
Item as to any person who acquired control of a registrant that is a shell company, or any person that is part of a group, consisting
of two or more persons that agree to act together for the purpose of acquiring, holding, voting or disposing of equity securities of a
registrant, that acquired control of a registrant that is a shell company.

 At the time SCC was appointed custodian,
VEST was a shell company. In accordance with S-K 404(c)(2) paragraphs (c)(1)(i) and (c)(1)(ii), the following information is being
disclosed, however, as discussed below, VEST is no longer considered a shell company.

 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

 Rhonda Keaveney has been appointed as Custodian
to many companies in the states of Nevada, Wyoming, Colorado and Florida. As Custodian, Ms. Keaveney, through her company, Small Cap Compliance,
LLC has rehabilitated many companies, including VEST. The only potential conflict in working with, and acting as Officer and Director,
of multiple companies is the amount of time Ms. Keaveney has to spend on the daily operations of each company. The custodian companies
have no operations. Ms. Keaveney reinstates each company with its state of domicile, files Form 10s or OTC Markets financial statements,
pays certain outstanding company bills and searches for a suitable merger candidate or business combination for each company.

 The potential for conflict is low but not zero.
Ms. Keaveney acts as custodian with certain duties that must be fulfilled as stipulated in the court order. Ms. Keaveney does not employ
any investor relations firms to promote any of her Custodian companies and focuses on making each company compliant with relevant regulatory
agencies. The investors should be aware that Small Cap Compliance, LLC is the majority shareholder for each custodian company and Ms.
Keaveney is the only Officer, Director and Executive Director for VEST. These custodian companies have been abandoned and the stock is
illiquid. The investors could lose some or all of their investment due to these factors.

 VEST is no longer a shell company as discussed
in detail in Item 1A. Risk Factors. We are incurring material operating expenses and development expenses relating to sponsored gym events
and marketing our services at these events. In addition, we have incurred material expenses in the operation of our business, such as
travel costs, audit expenses, and so forth. These, and other elements of our operating status show that we indeed are and have "engaged
in activities that are, at a minimum, sufficient to manifest a strong commitment to developing a legitimate business." It is our
assertion that since December 29, 2022 Vestiage, Inc. has not been a shell company.

 On January 12, 2023 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.

 Ms. Keaveney was sole shareholder and sole Officer
and Director of Fun Fitness Corporation ("FFC") until VEST acquired 100% of the outstanding shares of FFC. Ms. Keaveney remains
the sole Officer and Director of FFC.

 Mr. Raymond Fu, beneficial owner of Wells Profit
Holdings Limited ("Wells Profit") is considered the control persons and acquired control of the Company. Wells Profit purchased
300,000 shares of the Company's Convertible Series D Preferred Stock and 305,000,000 shares of the Company's Restricted Common
Stock. These shares represent the controlling block of stock and were purchased from Small Cap Compliance,
LLC for $335,000.

 Transactions with Related Persons

 Mr. Raymond Fu, Officer and Director of the Company,
have advanced working capital to pay expenses of the Company. The advances are due on demand and non-interest bearing without maturity
date.

 Small Cap Compliance, LLC ("SCC")
former controlling shareholder of Vestiage, Inc., and Rhonda Keaveney, former sole Officer and Director of the Company, is also the owner
of SCC and fonder of Fun Fitness Corporation ("FFC"), the Company's subsidiary. She is also the sole Officer and Director
of FFC and former owner of FCC's outstanding Preferred A shares. SCC have advanced working
capital to pay the Company's expenses, which includes transfer agent fees and accounting fees. The outstanding amounts were transferred
to Mr. Raymond Fu upon change of control of the Company on August 25, 2023.

 The outstanding amount due to related parties
was $56,842 and $9,520 as of December 31, 2023 and 2022, respectively.

 Item 14.

 Principal Accounting Fees and Services

 Independent Auditors' Fees

 The following table represents fees billed for
each of the years ended December 31 for professional audit services rendered by our independent registered public accounting firm:

 2023

 2022

 Audit fees (1)

 $
 22,500

 $
 20,000

 Audit-related fees (2)

 –

 –

 Tax fees (3)

 –

 –

 All other fees (4)

 –

 –

 Total

 $
 22,500

 $
 20,000

 (1)

 Audit Fees consist of the aggregate fees billed for professional services rendered for the audit of our annual financial statements and the reviews of the financial statements included in our Forms 10-Q and for any other services that were normally provided in connection with our statutory and regulatory filings or engagements.

 (2)

 Audit-related fees consist of fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements.

 (3)

 Tax fees consist of fees for professional services rendered for tax compliance, tax advice and tax planning.

 (4)

 All other fees consist of fees for products and services provided, other than for the services reported under the headings "Audit Fees," "Audit Related Fees" and "Tax Fees." The Company has adopted a policy regarding the services of its independent auditors under which our independent accounting firm is not allowed to perform any service which may have the effect of jeopardizing the registered public accountant's independence. Without limiting the foregoing, the independent accounting firm shall not be retained to perform the following:

 Bookkeeping or other services related to the accounting records or financial statements

 Financial information systems design and implementation

 Appraisal or valuation services, fairness opinions or contribution-in-kind reports

 Actuarial services

 Internal audit outsourcing services

 Management functions

 Broker-dealer, investment adviser or investment banking services

 Legal services

 Expert services unrelated to the audit

 Pre-Approval Policies and Procedures

 The SEC requires that before our independent registered
public accounting firm is engaged by us to render any auditing or permitted non-audit related service, the engagement be either: (i) approved
by our Audit Committee or (ii) entered into pursuant to pre-approval policies and procedures established by the Audit Committee, provided
that the policies and procedures are detailed as to the particular service, the Audit Committee is informed of each service, and such
policies and procedures do not include delegation of the Audit Committee's responsibilities to management.

 We do not have an Audit Committee. Our Board pre-approves
all services provided by our independent registered public accounting firm.

 Item 15.

 Exhibits, Financial Statement Schedules

 Please see the "Exhibit Index," which
is incorporated herein by reference, following the signature page for a list of our exhibits.

 Item 16.

 10-K Summary

 As permitted, the registrant has elected not to
supply a summary of information required by Form 10-K.

 EXHIBIT INDEX

 31.1

 Certification of Chief Executive Officer pursuant to Rule 13(a)-14(a)/15(d)-14(a) of the Securities Act of 1934

 31.2

 Certification of Chief Financial Officer pursuant to Rule 13(a)-14(a)/15(d)-14(a) of the Securities Act of 1934

 32.1

 Certification of Chief Executive Officer Executive Officer under Section 1350 as Adopted pursuant Section 906 of the Sarbanes-Oxley Act of 2002

 32.2

 Certification of Chief Financial Officer under Section 1350 as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 101.INS

 101.SCH

 101.DEF

 101.LAB

 Inline

 101.PRE

 SIGNATURES

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

 VESTIAGE, INC.

 By:

 /s/ Raymond Fu

 Raymond Fu, Chief Executive Officer

 Chief Financial Officer

 Date: April 16, 2024

 INDEX TO FINANCIAL STATEMENTS

 Report of Independent Registered Public Accounting Firm

 Report of Independent Registered Public Accounting Firm

 Balance Sheets as of December 31, 2023 and 2022

 Statements of Operations for the years ended December 31, 2023 and 2022

 Statement of Changes in Stockholders' Equity (Deficit) for the years ended December 31, 2023 and 2022

 Statements of Cash Flows for the years ended December 31, 2023 and 2022

 Notes to Financial Statements

 F- 1

 Report of Independent Registered Public Accounting
Firm

 To the shareholders and the board of directors
of Vestiage Corporation.

 Opinion on the Financial Statements

 We have audited the accompanying balance sheets
of Vestiage Corporation. as of December 31, 2023, the related statements of operations, stockholders' equity (deficit), and cash flows
for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the
financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the
results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in
the United States.

 Substantial Doubt about the Company's
Ability to Continue as a Going Concern

 The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has
suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience
negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

 Basis for Opinion

 These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We
are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audit in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such opinion.

 Our audit included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 /S/ Beckles & Co

 Beckles
& Co. Inc. (PCAOB ID 7116)

 We have served as the Company's auditor since
2024

 West Palm Beach, FL

 April 16, 2024

 F- 2

 Report of Independent Registered Public
Accounting Firm

 To the shareholders and the board of directors
of Vestiage Corporation.

 Opinion on the Financial Statements

 We have audited the accompanying balance sheets
of Vestiage Corporation. as of December 31, 2022, the related statements of operations, stockholders' equity (deficit), and cash flows
for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the
financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the
results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in
the United States.

 Substantial Doubt about the Company's
Ability to Continue as a Going Concern

 The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has
suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience
negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

 Basis for Opinion

 These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We
are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audit in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such opinion.

 Our audit included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 /S/ BF Borgers CPA PC

 BF Borgers CPA PC (PCAOB ID 5041)

 We have served as the Company's auditor since
2021

 Lakewood,
CO

 March 21, 2023

 F- 3

 Vestiage, Inc. and Subsidiaries

 Consolidated Balance Sheets

 2023

 2022

 ASSETS

 Current Assets

 Cash

 $
 –

 $

 Total Current Assets

 –

 Total Assets

 $
 –

 $

 LIABILITIES AND STOCKHOLDERS' DEFICIT

 Current Liabilities

 Accounts payable and accrued expenses

 $

 $
 –

 Due to related parties

 56,842

 9,520

 Total Current Liabilities

 57,695

 9,520

 Total Liabilities

 57,695

 9,520

 Commitment & Contingencies

 –

 –

 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

 Common Stock, $ 0.001 par value; 500,000,000 shares authorized, 58,078,236 and 57,578,236 shares issued and outstanding, respectively

 58,078

 57,578

 Additional paid-in capital

 10,333,982

 10,334,482

 Accumulated loss

 ( 10,449,785
)

 ( 10,400,856
)

 Total Stockholders' Deficit

 ( 57,695
)

 ( 8,766
)

 Total Liabilities and Stockholders' Deficit

 $
 –

 $

 See accompanying notes to financial statements

 F- 4

 Vestiage, Inc. and Subsidiaries

 Consolidated Statements of Operations

 Year Ended

 2023

 2022

 Revenues

 $

 –

 $

 –

 Operating expenses

 Other general & administrative expense

 56,677

 41,716

 Total operating expenses

 56,677

 41,716

 Loss from operations

 ( 56,677
)

 ( 41,716
)

 Other Income (Expenses)

 Gain on extinguishment of debt

 –

 2,165,000

 Gain on disposal of subsidiary

 7,748

 –

 Total other income (expenses)

 7,748

 2,165,000

 Net loss before income tax

)

 Income tax expense

 –

 –

 Net loss

 $
)

 $

 Earnings (Loss) per Share - Basic

 $
 ( 0.001
)

 $
 ( 0.037
)

 Earnings (Loss) per Share - Diluted

 $
 ( 0.001
)

 $
 0.006

 Weighted Average Shares Outstanding - Basic

 58,063,168

 57,078,236

 Weighted Average Shares Outstanding - Diluted

 58,063,168

 57,078,236

 See accompanying notes to financial statements

 F- 5

 Vestiage, Inc.
and Subsidiaries

 Consolidated Statements of Stockholders' Equity (Deficit)

 For the Year Ended December 31, 2023 and 2022

 Series
 D Preferred stock

 Common
 Stock

 Additional

 Total

 Shares

 Par
 Value, $0.001

 Shares

 Par
 Value, $0.001

 Paid-in capital

 Accumulated
 loss

 Stockholders'

 Deficit

 Balance, December 31, 2021

 –

 $
 –

 57,078,236

 $
 57,078

 $
 10,302,062

 $
 ( 12,524,140
)

 $
 ( 2,165,000
)

 Shares issued for services or compensation

 300,000

 500,000

 32,420

 –

 32,950

 Net loss

 –

 –

 –

 –

 –

 Balance, December 31, 2022

 300,000

 $

 57,578,236

 $
 57,578

 $
 10,334,482

 $
 ( 10,400,856
)

 $
 ( 8,766
)

 Balance, December 31, 2022

 300,000

 $

 57,578,236

 $
 57,578

 $
 10,334,482

 $
 ( 10,400,856
)

 $
 ( 8,766
)

 Shares issued for share exchange

 –

 –

 500,000

 ( 500
)

 –

 –

 Net loss

 –

 –

 –

 –

 –

)

)

 Balance, December 31, 2023

 300,000

 $

 58,078,236

 $
 58,078

 $
 10,333,982

 $
 ( 10,449,785
)

 $
 ( 57,695
)

 See accompanying
notes to financial statements

 F- 6

 Vestiage, Inc. and Subsidiaries

 Consolidated Statement of Cash Flows

 Year Ended

 2023

 2022

 Cash Flows from Operating Activities

 Net income (loss)

 $
)

 $

 Adjustment to reconcile Net income (loss) from operations:

 Shares issued for services or compensation

 –

 32,950

 Gain on disposal of subsidiary

 ( 7,748
)

 –

 Gain on extinguishment of debt

 –

 ( 2,165,000
)

 Changes in operating assets and liabilities

 Accounts payable and accrued expenses

 –

 Net Cash Used in Operating Activities

 ( 55,824
)

 ( 8,766
)

 Cash Flows from Investing Activities

 Disposal of subsidiary

 7,748

 –

 Net Cash (Used in) Provided by Investing Activities

 7,748

 –

 Cash Flows from Financing Activities

 Proceeds from related party payables

 47,322

 9,520

 Net Cash Provided by Financing Activities

 47,322

 9,520

 Net Increase (Decrease) in Cash

 ( 754
)

 Cash at Beginning of Period

 –

 Cash at End of Period

 $
 –

 $

 Supplemental Cash Flow Information:

 Income Taxes Paid

 $
 –

 $
 –

 Interest Paid

 $
 –

 $
 –

 See
accompanying notes to financial statements

 F- 7

 VESTIAGE, INC. AND SUBSIDIARY

 Notes to the Consolidated Financial Statements

 As of and for the years ended December 31, 2023
and 2022

 NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

 Vestiage, Inc. (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.

 Business operations for Vestiage, Inc. were abandoned
by former management when they resigned on September 9, 2015, and a custodianship action, as described in the subsequent paragraph, was
commenced in 2021.

 On May 26, 2022, the Circuit Court of the Nineth
Judicial Circuit in and for Orange County, Florida granted the Application for Appointment of Custodian as a result of the absence of
a functioning board of directors and the revocation of the Company's charter. The order appointed Small Cap Compliance, LLC (the
"Custodian") custodian with the right to appoint officers and directors, negotiate and compromise debt, execute contracts,
issue stock, and authorize new classes of stock.

 Small Cap Compliance, LLC ("SCC")
is a shareholder in the Company and applied to the Court for an Order appointing SCC as the Custodian. This application was for the purpose
of reinstating VEST's corporate charter to do business and restoring value to the Company for the benefit of the stockholders.

 The court awarded custodianship to the Custodian
based on the absence of a functioning board of directors, revocation of the company's charter, and abandonment of the business.
At this time, the Custodian appointed Rhonda Keaveney as sole officer and director.

 The Custodian attempted to contact the Company's
officers and directors through letters, emails, and phone calls, with no success.

 On December 31, 2022, the company executed a Share
Exchange Agreement with Fun Fitness Corporation ("FFC"), of which Rhonda Keaveney is the sole officer and director. The Company
acquired 1,000,000 shares of Series A Preferred Stock of FFC in exchange for 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.

 On August 25, 2023, a change in control of the
Company occurred by virtue of the Company's largest shareholder, Small Cap Compliance, LLC, selling 300,000 shares of the Convertible
Series D Preferred Stock and the Company issuing 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.

 F- 8

 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis of Presentation

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

 Principles of Consolidation

 The Company prepares its consolidated financial statements
on the accrual basis of accounting. The accompanying consolidated financial statements include the accounts of the Company and its wholly
owned subsidiary. All intercompany accounts, balances and transactions have been eliminated in the consolidation.

 Use of Estimates

 The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 Concentration of credit risk

 Financial instruments which potentially subject
the Company to concentration of credit risk consist of cash deposits and customer receivables. The Company maintains cash with various
major financial institutions. The Company performs periodic evaluations of the relative credit standing of these institutions. To reduce
risk, the Company performs credit evaluations of its customers and maintains reserves when necessary for potential credit losses.

 Income Taxes

 We follow ASC 740-10-30, which requires recognition
of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements
or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and
tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse.
Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets
will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in
the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities
of a change in tax rates is recognized in the Statements of Income in the period that includes the enactment date.

 Stock-based compensation

 We account 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.

 We adopted 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.

 F- 9

 Net Income (Loss) Per Common Share

 Net income (loss) per common share is computed
pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing
net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per
common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding
shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common
shares assumes that the Company incorporated as of the beginning of the first period presented.

 For the year ended December 31, 2022, the 300,000,000
potentially dilutive shares of common stock from the Series D preferred stock.

 For the year ended December 31, 2023, the dilutive
shares were excluded in the denominator of the diluted earnings per share calculation; The inclusion of such shares would have been anti-dilutive
given the net loss recorded for the period.

 Recent Accounting Pronouncements

 The Company has implemented all applicable accounting
pronouncements that are in effect. These pronouncements did not have any material impact on the unaudited consolidated financial statements
unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued
that might have a material impact on its unaudited consolidated financial position or results of operations.

 NOTE 3 - GOING CONCERN

 The accompanying unaudited consolidated financial
statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business. The Company has no revenue and has an accumulated deficit as of December 31, 2023. The Company requires
capital for its contemplated operational and marketing activities. The Company's ability to raise additional capital through the
future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company's
contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company
to continue operations. These conditions and the ability to successfully resolve these factors raise substantial doubt about the Company's
ability to continue as a going concern. The unaudited consolidated financial statements of the Company do not include any adjustments
that may result from the outcome of these uncertainties.

 NOTE 4 – CONVERTIBLE NOTES PAYABLE

 During the year ended December 31, 2022, the convertible
notes payable balance of $ 2,165,000 was written off as time barred debt per the applicable statute of limitations and is included
in other income – gain on extinguishment of debt.

 NOTE 5 – EQUITY

 Preferred Stock

 As of December 31, 2021, the Company had the following
designations for preferred stock; 50,000 shares of Series Preferred A Stock, 100,000 shares of Series Preferred B Stock, and 10,000,000
shares of Series Preferred C Stock. There were no shares issued and outstanding as of December 31, 2021. Effective June 7, 2022, the number
of shares and all rights, privileges and restrictions of the Series of Preferred Stock were cancelled.

 F- 10

 On June 6, 2022, the Company filed Articles of
Amendment, with the State of Florida designating 10,000,000 shares of the Preferred Stock as Convertible Series D Preferred Stock, par
value $ 0.001. Each share of Convertible Series D Preferred Stock is convertible into 1,000 shares of common stock. In addition, the Convertible
Series D Preferred Stock has voting privileges of 1,000 votes per one share of Series D. The Convertible Series D Preferred Stock is not
entitled to dividends.

 On June 6, 2022, Ms. Keaveney was compensated
for her role as custodian with 300,000 shares of Convertible Preferred D Series Stock.

 Common Stock

 The Company is authorized to issued 500,000,000
shares of common stock.

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

 NOTE 6 – 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.

 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, t he
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 years ended December 31, 2023.

 The outstanding amount due to related parties
was $ 56,842 and $ 9,520 as of December 31, 2023 and 2022, 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 SFAS 165 (ASC 855-10) management
has performed an evaluation of subsequent events through the date that the unaudited consolidated financial statements were issued and
has determined that it does not have any material subsequent events to disclose in these the unaudited consolidated financial statements.

 F- 11