8-K
Loan Artificial Intelligence Corp. (VEST)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934
August 25, 2023
Date of Report (Date of earliest event reported)
VESTIAGE, INC.
(Exact name of registrant as specified in its charter)
| Florida | 000-56529 | 45-4895104 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| ****<br><br> <br>7339 E. Williams Drive, Unit 26496<br><br> <br>Scottsdale, AZ | 85255 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
(602) 793-8058
Registrant’s telephone number, including area code
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols | Name of each exchange on which registered |
|---|---|---|
| N/A | NA | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1934 (§240.12b-2 of this chapter).
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. ☐
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On May 25, 2023, the registrant’s majority shareholder, Small Cap Compliance, LLC, entered into a Stock Purchase Agreement (the “Agreement”) with Well Profit Holdings Limited. As per the terms of the Agreement, Small Cap Compliance, LLC sold its control block of stock, 300,000 shares of Convertible Series D Preferred Stock to Well Profit Holdings Limited and the Company issued 305,000,000 shares of Restricted Common Stock for the purchase price of $335,000. The Agreement was fully executed on August 23, 2023. (See Exhibit 10.2)
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT
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. (See Item 5.02 below and Exhibit 10.3)
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPALOFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
Effective August 25, 2023, the Company accepted the resignation of Rhonda Keaveney as the sole Officer of the Company and as the sole member of the Company’s Board of Directors. The resignation of Ms. Keaveney was not due to any disagreement with the Company on any matter relating to its operations, policies, or practices. Simultaneously the following Officers and Directors were elected:
Raymond Fu as its CEO, CFO, Treasurer, and Director
Timothy Lam as its Secretary
The officers and directors have extensive knowledge in the management and regulatory compliance of micro-cap public companies. In addition, all officers are currently holding and have previously held positions of officers and directors for publicly traded companies.
Mr. Raymond Fu has more than 20 years of professional experience in operations, management and M&A in the finance industry. 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. Mr Fu has also held the role of executive director of Asia Image Investment Limited.
Timothy was admitted as a lawyer in New South Wales, Australia in 2007. He is also admitted and 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 USA, Hong Kong, Australia, China, New Zealand, Thailand, Cayman Islands and the BVI. Timothy has worked in both domestic and international firms in Australia and Hong Kong.
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 is currently completing his 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 has also advised high level corporate and governmental staff as to their duties in their roles.
Timothy 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. He has been a director on multiple boards in private companies in Australia and Hong Kong.
| 2 |
| --- |
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
| (a) | Not applicable. |
|---|---|
| (b) | Exhibits. |
| --- | --- |
| 10.2 | Stock Purchase Agreement, between the Small Cap Compliance and Well Profit Holdings Limited Dated May 25, 2023. |
| --- | --- |
| 10.3 | Resignations and appointment of officers and directors |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Vestiage, Inc.
DATE: August 29, 2023
By: /s/Rhonda Keaveney
Name: Rhonda Keaveney
Title: CEO
| 3 |
| --- |
Exhibit 10.2
STOCK PURCHASE AGREEMENT FOR VESTIAGE, INC. TIDS STOCK PURCHASE AGREEMENT (this "Agreement") is made as of the day of May 25, 2023 by and among Small Cap Compliance, LLC, a company located in Scottsdale, Arizona, (the "Seller"), and Well Profit Holdings Limited, a company located in Hong Kong (the "Purchaser"). The Seller, and the Purchaser are sometimes referred to as the Party and collectively as the "Parties". RECITALS WHEREAS , Seller owns a total of 300 , 000 shares of Convertible Series D Preferred Stock, in Vestiage, Inc . , a Florida corporation ( "F lorida" , the "Company") and wishes to sell 300 , 000 of such shares (the "S hares") . These shares represent the majority control . WHEREAS , the Purchaser wishes to purchase all of the Shares for a total purchase price of $335,000 USO (the "Purchase Price"). WHEREAS , the Seller proposes to sell the Shares to the Purchaser on the terms set forth herein and Purchaser wishes to purchase the Shares from the Seller on the terms set forth herein ; IN CONSIDERATION of the promises, representations, warranties and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: I. PURCHASE AND SALE AND CLOSING 1. Conditions to Closing . It is agreed that (a) funds consisting of $50,000 of the Purchase Price shall be remitted to the Seller as a refundable deposit upon signing the Agreement, and (b) the remaining Purchase Price of $285,000 will be remitted in 2 payment s ($100,000 2 weeks after submission of depo s it, $185,000 4 weeks after submission of deposit) , and (c) Shares will be transferred and issued in book entry form as follows: Well Profit Holdings Limited 305,000,000 Restricted Common Shares at $.001 300,000 Convertible Series D Preferred Shares at $0.1 2. Termination. In the event the signing and remittance of refundable deposit pursuant to this Agreement is not completed on or before June 2, 2023, this Agreement shall terminate.
2 2. REPRESENTATIONS AND WARRANTIES OF THE SELLER 2.1 The Seller warrants, covenants , and represents to the Purchaser with the intention of inducing the Purchaser to enter into this Agreement that: (a) The Seller represents and warrants that the Shares being sold pursuant to this Agreement represents 100 percent of VEST Convertible Preferred Class D Stock owned by the Seller. (b) Immediately prior to and at the Clo s ing, the Seller has the legal right and authority to sell the Shares to the Purchaser and on the Closing Date and Seller shall transfer the Shares to the Purchaser free and clear of all liens, restrictions, covenants or adverse claims of any kind or character. (c) The Seller has the legal power and authority to execute and deliver this Agreement and all other documents required to be executed and delivered by the Seller hereunder and to consummate the transactions contemplated hereby and this Agreement has been validly executed by the Seller. (d) The Seller, during the past ninety (90) days, has been a ten percent (10%) or greater shareholder or an " affiliate " of VEST as that term is defined in Rule 144 promulgated under the United States Securities Act of 1933, as amended (the "Securities Act"). (e) To the best of Seller' knowledge , information and belief , there are no circumstances that may result in any material adverse effect to VEST or the value of t he Shares that are now in existence or may hereafter arise. (f) The Seller agrees to execute and deliver.such other documents and to perform such other acts as shall be necessary to effectuate the purposes of this Agreement. (g) The Seller has reinstated the Company with FLSOS and is currently listed as the Company ' s sole officer and director. (h) The Seller has paid all transfer agent fees and the compan y is current with Securities Transfer Corporation. (i) The Seller submitted the Form 10 for VEST and the Securities and Commission has issued a no additional comment letter.
3 3. REPRESENTATIONS AND WARRANTIES OF IBE PURCHASER 3. I The Purchaser represents and warrants to the Seller with the intention of inducing the Seller to enter into this Agreement that: (a) The Purchaser as the legal power and authority to execute and deliver this Agreement and to consummate the transactions hereby contemplated and this Agreement has been validly executed by the Purchaser . (b) The Purchaser is acquiring the Shares as principal for the Purchaser ' s own account, for investment purposes only, and not with a view to, or for resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in the Shares. 4. MISCELLANEOUS 1. The parties hereto acknowledge that they have obtained independent legal advice with respect to this Agreement and acknowledge that they fully understand the provisions of this Agreement. 2. Unless otherwise provided, all dollar amounts referred to in this Agreement are in United States Dollars. 3. There are no representations, warranties, collateral agreements, or conditions concerning the subject matter of this Agreement except as herein specified. 4. The notice addresses of the Parties hereto are as follows: Seller: Small Cap Compliance, LLC PO Box 26496 Scottsdale, AZ 85255 Purchaser: Well Profit Holdings Limited Address: I \ \ > l"a........ - e r "1. . 1 L : Q c , Cc ... - - - + . r <: .... <'l ' - \ &.......eA v - ..>"' -- \ .. . A ck. - ..:..... \ , ¼_ 4.5 Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement may be brought against any of the parties in the courts of the State of Florida located in Orange Cqunty , Florida, and each of the parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. Process in any action or proceeding referred to in the preceding sentence may be served on any party anywhere in the world.
4 6. The representations and warranties of the parties contained in this Agreement shall survive the closing of the purchase and sale of the Shares and shall continue in full force and effect for a period of one year. 7. This Agreement may be executed in several counterparts, each of which will be deemed to be an original and all of which will together constitute one and the same instrument. 8. Delivery of an executed copy of this Agreement by electronic, facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date set forth on page one of this Agreement. [Signature page to follow.]
IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of date written below. "SELLER" 5 Name: Rhonda Keaveney Small Cap Co _ mpliance , LLC Date: May 26, 2022 Well Profit Holding Lim Name: ::::)t/V \ .."' o \ - Date: May 26 , 2023
Exhibit10.3
VESTIAGE, INC.
Unanimous Written Consent
Of Board of Directors
In Lieu of Special Meeting
The undersigned, being the Board of Directors of Vestiage, Inc. a Florida Corporation (the “Corporation”), hereby waives the calling or holding of a meeting of the Board of Directors of the Corporation (the “Board”), consents in writing as of this 25th day of August 2023 to the following actions and directs that this unanimous written consent be filed by the Corporation’s Secretary with the minutes of proceedings of the Board.
WHEREAS, the Corporation consents to resignation of Rhonda Keaveney as its CEO, Treasurer, Secretary and Director.
WHEREAS, the Corporation consents to the appointment of Raymond Fu as its CEO, CFO, Treasurer and Director.
WHEREAS, the Corporation consents to the appointment of Timothy Lam as its Secretary.
Now therefore,
RESOLVED, the Corporation be and is hereby authorized to accept the resignation of Rhonda Keaveney as its CEO, Secretary, Treasurer, and Director, effective as of August 25, 2023.
FURTHER RESOLVED, the Corporation be and is hereby authorized to appoint Raymond Fu as its CEO, CFO Treasurer, and Director, effective as of August 25, 2023.
FURTHER RESOLVED, the Corporation be and is hereby authorized to appoint Timothy Lam as its Secretary, effective August 25, 2023
FURTHER RESOLVED, the Board of Directors of the Corporation be and hereby is authorized, empowered and directed to take any and all actions and to execute, deliver and file any and all agreements, instruments and documents as the Board of Directors so acting shall determine to be necessary or appropriate to consummate the transactions contemplated by the foregoing resolution. The taking of such action shall be conclusive evidence that the same was deemed to be necessary and appropriate.
IN WITNESS WHEREOF, the undersigned being the Board of Directors of Vestiage, Inc. have executed this Consent as of the day and year first written above.
Rhonda Keaveney, Director