Annual Report for Fiscal Year Ending December 31, 2024 (Form 10-K)

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 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., incorporated in Florida on October 31, 2006, is a developmental stage company focused on mergers, acquisitions, and other financial transactions. The Company has not yet implemented its business plan and is currently seeking potential business combination opportunities. However, there are no definitive arrangements or agreements at this time.

On December 31, 2023, Vestiage, Inc. disposed of its subsidiary, Fun Fitness Corporation ('FFC'), by returning the 1,000,000 shares of Convertible Series A Preferred Stock acquired during the merger. The Company recognized a gain of $7,748 on disposal, calculated as the difference between the net asset carrying value and the fair value of the consideration received, which was $0. No remaining interests are held in FFC, and the disposal is not classified as a discontinued operation due to the absence of a strategic shift in operations.

Prior to the disposal, Vestiage's subsidiary, FFC, was involved in the fitness event planning industry. FFC's services included competition planning, vendor management, securing equipment, and coordinating food and volunteers for events. FFC also organized holiday and new member celebrations for local gyms.

On December 29, 2022, the Company 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 https://www.xfit.fun.

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.

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. Management 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, 2024, 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, 2024 and 2023

Revenue

For the years ended December 31, 2024 and 2023, the Company had not generated any revenues.

Operating Expenses

Operating expenses for the year ended December 31, 2024 were $52,675 compared to $56,677 for the year ended December 31, 2023.

Operating expenses decreased for the years ended December 31, 2024 due to other professional fees and other general and administrative fees incurred for this period.

Other Income and Expenses

The Company had $NIL and $7,748 as gain on disposal of subsidiary in other income and expenses for the years ended December 31, 2024 and 2023.

Net Income (Loss)

For the years ended December 31, 2024, the Company had a net loss of $52,675 compared to the years ended December 31, 2023 of a net income of $48,929.

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, 2024 and 2023:

		December 31, 2024				December 31, 2023
Balance Sheet Data
Cash		$	-			$	-
Total Assets			-				-
Total Liabilities			110,370				57,695
Total Stockholders' Deficit		$	(110,370	)		$	(57,695	)

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, 2024, we had $NIL in cash and a working capital deficit of $110,370.

Operating Activities

For year ended December 31, 2024 net loss was $52,675 as compared to net loss of $48,929 for the years ended December 31, 2023. Cash used in operating activities was $30,683 and $40,328 for the years ended December 31, 2024 and 2023, respectively. The decrease in cash used in operating activities was primarily due to an increase in accounts payable and accrued expenses.

Investing Activities

The Company had no investing activities occurred during the years ended December 31, 2024; but disposed its subsidiary for $7,748 during the year ended December 31, 2023.

Financing Activities

During the years ended December 31, 2024 and 2023, the Company received advances from a related party in the amount of $30,683 and $47,322, 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 $52,675 and have an accumulated loss of $10,502,460 as of December 31, 2024. 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.