Vitaspring Biomedical Co. Ltd 10-Q for FY2024 Q2
Vitaspring Biomedical Co. Ltd. (VSBC)
About this 10-Q
Vitaspring Biomedical Co. Ltd filed this 10-Q on January 23, 2026, covering the quarter ended July 31, 2023 (FY2024 Q2).
Headline figures
Quarter ended July 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $0
- compared with $0 a year earlier
- Net loss
- $353.58K
- compared with a net loss of $144.14K a year earlier
- Diluted EPS
- $0.00
- compared with $0.00 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File No.
(Exact name of registrant as specified in its charter) |
State or other jurisdiction of Incorporation or organization | (IRS Employer Identification No.) |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (
Securities registered pursuant to Section 12(b) of the Act: None
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
None |
| N/A |
| N/A |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant as required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
|
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ☐ Yes ☐ No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:
Class |
| Outstanding as of January 19, 2026 |
Common Stock, $0.0001 |
|
TABLE OF CONTENTS
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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| Table of Contents |
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
VITASPRING BIOMEDICAL CO., LTD.
INDEX TO FINANCIAL STATEMENTS
| F-1 |
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| F-2 |
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Statement of Changes in Stockholders’ Equity (Deficit) (unaudited) |
| F-3 |
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| F-4 |
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| F-5 - F-14 |
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3 |
| Table of Contents |
VITASPRING BIOMEDICAL CO., LTD
BALANCE SHEETS
(Unaudited)
|
| July 31, |
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| January 31, |
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| 2023 |
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| 2023 |
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CURRENT ASSETS |
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Cash |
| $ |
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| $ |
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Accounts receivable, net of allowance for credit loss accounts of $ |
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Prepaid expenses |
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Deposits |
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Total current assets |
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LONG-TERM ASSETS |
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Equipment, net |
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Operating lease right-of-use asset |
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Deposits |
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Total long-term assets |
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Total assets |
| $ |
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| $ |
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LIABILITIES AND STOCKHOLDERS' DEFICIT |
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CURRENT LIABILITIES |
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Accounts payable - related party |
| $ |
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| $ |
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Accounts payable and other payables |
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Income tax payable |
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Operating lease liabilities |
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Advances from related party |
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Total current liabilities |
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LONG-TERM LIABILITY |
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Operating lease liabilities, net of current |
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Total long-term liability |
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Total liabilities |
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COMMITMENTS AND CONTINGENCIES |
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STOCKHOLDERS' DEFICIT |
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Common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
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| ( | ) |
Total stockholders' deficit |
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Total liabilities and stockholders' deficit |
| $ |
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| $ |
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See the accompanying Notes, which are an integral part of this unaudited financial statement.
| F-1 |
| Table of Contents |
VITASPRING BIOMEDICAL CO., LTD
STATEMENTS OF OPERATIONS
(Unaudited)
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| Three months ended |
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| Six months ended |
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| July 31, |
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| July 31, |
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| 2023 |
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| 2022 |
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| 2023 |
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| 2022 |
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Revenues |
| $ |
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| $ |
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| $ |
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| $ |
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Cost of goods sold |
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Gross profit |
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Operating Expenses |
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Selling, general and administrative expenses |
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Income (loss) from operations |
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| ( | ) |
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| ( | ) |
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| ( | ) |
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Other income |
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Other income |
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Total other income |
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Net income from operations before provision for income taxes |
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Provision for income tax expense (benefit) |
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Net income (loss) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ |
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Net income (loss) per share: Basic and diluted |
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Weighted average number of shares outstanding: Basic and diluted |
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See the accompanying Notes, which are an integral part of this unaudited financial statement.
| F-2 |
| Table of Contents |
VITASPRING BIOMEDICAL CO., LTD
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
(Unaudited)
For the three and six months ended July 31, 2023
|
| Common Stock |
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| Additional |
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| Total |
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| Number of shares |
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| Amount |
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| paid-in capital |
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| Accumulated Deficit |
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| Stockholders' Deficit |
| |||||
Balance, January 31, 2023 |
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| $ |
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| $ |
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| $ | ( | ) |
| $ | ( | ) | |||
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Stock-based compensation |
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| - |
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Net loss |
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| - |
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| ( | ) |
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| ( | ) | ||
Balance, April 30, 2023 |
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| $ |
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| $ |
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| $ | ( | ) |
| $ | ( | ) | |||
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Stock-based compensation |
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| - |
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Net loss |
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| - |
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Balance, July 31, 2023 |
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| $ |
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| $ |
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| $ | ( | ) |
| $ | ( | ) | |||
For the three and six months ended July 31, 2022
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| Common Stock |
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| Additional |
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| Total |
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| Number of shares |
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| Amount |
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| paid-in capital |
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| Retained earnings |
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| Stockholders' Equity |
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Balance, January 31, 2022 - restated |
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| $ |
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Stock-based compensation |
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| - |
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Net income |
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| - |
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Balance, April 30, 2022 |
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| $ |
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| $ |
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Stock-based compensation |
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| - |
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Net loss |
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| - |
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Balance, July 31, 2022 |
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| $ |
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| $ |
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| $ |
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| $ |
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See the accompanying Notes, which are an integral part of this unaudited financial statement.
| F-3 |
| Table of Contents |
VITASPRING BIOMEDICAL CO., LTD
STATEMENTS OF CASH FLOWS
(Unaudited)
|
| Six months ended |
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| July 31, |
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| 2023 |
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| 2022 (Restated) | ||
CASH FLOWS FROM OPERATING ACTIVITIES |
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Net income (loss) |
| $ | ( | ) |
| $ |
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Adjustments to reconcile net income (loss) to net cash used in operating activities: |
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Depreciation expense |
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Non-cash lease expense |
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Stock-based compensation |
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Deferred tax benefit |
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Changes in assets and liabilities: |
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Accounts receivable |
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Prepaid expenses |
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Deposits |
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| ( | ) |
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Accounts payable and other payables |
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| ( | ) | |
Change in operating lease liability |
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| ( | ) |
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| ( | ) |
Income tax payable |
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Advances from related party for operating expense |
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Net cash used in operating activities |
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CASH FLOWS FROM FINANCING ACTIVITY |
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Advances from related parties |
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Net cash provided by financing activity |
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Net change in cash |
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Cash at beginning of period |
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Cash at end of period |
| $ |
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| $ |
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Supplemental cash flow disclosures: |
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Income taxes paid |
| $ |
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| $ |
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Interest expense paid |
| $ |
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| $ |
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Non-cash investing and financing activities |
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Stock-based compensation for restricted common shares |
| $ |
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| $ |
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See the accompanying Notes, which are an integral part of this unaudited financial statement.
| F-4 |
| Table of Contents |
VITASPRING BIOMEDICAL CO., LTD.
Notes to Unaudited Financial Statements
July 31, 2023
Note 1 – ORGANIZATION AND NATURE OF BUSINESSR
VitaSpring Biomedical Co., Ltd (“the Company”) was incorporated in the State of Nevada on September 6, 2016. The Company aims to build a cell medical industry, invest in research and development of stem cell applications in regenerative medicine, establish advanced medical research centers and high standard cell production centers, and provide “GTP” standard stem cell preparations for the development of cellular drugs. Through the development of cell medicine, it will become a leading international business group in the fields of regenerative medicine applied to the innovative fields of medicine, preventive health care, beauty, and anti-aging. The “GTP Cell Center” is the basis for its business, which is cross-domain in biotechnology medical treatment, medicine and medical materials, and focuses on the development of cell medical treatment.
Note 2 – GOING CONCERN
The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern. The Company incurred an accumulated deficit of $
Note 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10K. In the opinion of management, all adjustments, consisting of normal recurring adjustments necessary for a fair presentation of financial position and the results of operations for the interim period presented, have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10K filed with SEC on December 1, 2025, have been omitted.
Segment Reporting
The Company operates in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 280, Segment Reporting, which establishes standards for reporting information about operating segments in financial statements.
The Company’s chief operating decision maker (“CODM”), who is the Chief Executive Officer, regularly reviews consolidated financial information to make operating decisions, allocate resources, and assess performance. The CODM does not evaluate the business on a disaggregated basis, and discrete financial information is not available by product line, service, or geographic location.
| F-5 |
| Table of Contents |
As a result, the Company has determined that it operates as a single operating and reportable segment. All revenues are generated from a single line of business and substantially all long-lived assets are located in the United States. Accordingly, no additional segment disclosures are required.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses, and disclosure of contingent assets and liabilities at the date the financial statements. Actual results could differ from those estimates. For the six months ended July 31, 2023, the Company’s operations and financial statement items did not require the use of any significant estimates or assumptions. All amounts presented are based on actual, readily determinable values, and no material judgments or estimation methodologies were applied.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Company did not have any cash equivalents as of July 31, 2023 and January 31, 2023.
Accounts Receivable, Net
Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for credit loss accounts for estimated losses that may result from the inability of customers to make required payments.
The allowance for credit losses represents management’s estimate of expected credit losses related to accounts receivable. The Company evaluates the collectability of its accounts receivable based on historical experience, the aging of receivables, and specific customer credit risk, in accordance with the CECL model.
Accounts deemed uncollectible are written off against the allowance when collection efforts have been exhausted. For the three and six months ended July 31, 2023 and 2022, the Company did not establish a reserve for credit losses and recognize an equivalent amount as bad debt expense. The reserve was based on outstanding accounts receivable from customers who had ceased operations, filed for bankruptcy, or exhibited significant financial difficulties. As of July 31, 2023 and January 31, 2023, the allowance for credit losses was $
The following table presents the gross accounts receivable, allowance for credit loss, and net accounts receivable as of July 31, 2023 and January 31, 2023.
|
| July 31, |
|
| January 31, |
| ||
|
| 2023 |
|
| 2023 |
| ||
Accounts receivable - Gross |
| $ |
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| $ |
| ||
Les: Allowance for credit loss |
|
| ( | ) |
|
| ( | ) |
Accounts receivable - net |
| $ |
|
| $ |
| ||
In addition, the Company collected $
Prepaid Expenses
Prepaid expenses are recorded at cost, net of amortization.
| F-6 |
| Table of Contents |
Equipment, Depreciation, Amortization, and Capitalization
Equipment are stated at cost. The Company records depreciation and amortization when appropriate using the straight-line method over the estimated useful life of the assets. The Company estimates that the useful life of necessary equipment is 5 years. Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals, and replacements that increase the equipment’s useful life are capitalized. Equipment sold or retired, together with the related accumulated depreciation, is removed from the appropriate accounts and the resultant gain or loss is included in net income.
The Company reviews long-lived assets, including equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. If such indicators are present, the Company compares the estimated undiscounted future cash flows expected to result from the use and eventual disposition of the asset group to its carrying amount. If the carrying amount exceeds the estimated future cash flows, an impairment loss is recognized in the amount by which the carrying value exceeds the fair value of the asset group. No impairment charges were recorded during the three and six months ended July 31, 2023 or 2022.
As of July 31, 2023 and January 31, 2023, equipment consisted of the following:
|
| July 31, |
|
| January 31, |
| ||
|
| 2023 |
|
| 2023 |
| ||
Vehicle |
| $ |
|
| $ |
| ||
Furniture and equipment |
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Computer |
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Accumulated depreciation |
|
| ( | ) |
|
| ( | ) |
Total equipment, net |
| $ |
|
| $ |
| ||
Accounts Payable
The Company recognizes accounts payable when obligations arise from the receipt of goods and services in the ordinary course of business. Accounts payable are recorded at cost and represent amounts owed to vendors and service providers that are non-interest bearing and typically settled within standard payment terms.
The Company evaluates accounts payable balances regularly to ensure completeness and accuracy and consider all amounts to be current unless otherwise specified. Any significant accrued liabilities for services received but not yet invoiced are included in accrued expenses within the balance sheet.
All accounts payable are classified as current liabilities. The Company did not incur any material interest or penalties on past due balances during the periods presented.
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers”. The core principle of ASC 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. An entity recognizes revenue in accordance with that core principle by applying the following steps: Step 1: Identify the contract(s) with a customer Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. Specifically, Section 606-10-50 requires an entity to provide information about: a. Revenue recognized from contracts with customers, including the disaggregation of revenue into appropriate categories; b. Contract balances, including the opening and closing balances of receivables, contract assets, and contract liabilities; c. Performance obligations, including when the entity typically satisfies its performance obligations and the transaction price that is allocated to the remaining performance obligations in a contract; d. Significant judgments, and changes in judgments, made in applying the requirements to those contracts.
More specifically, the Company contracts with its suppliers (“Vendor”) to buy a specific number of stem cells and exosomes at agreed-upon prices. The Company must pay for those stem cells regardless of whether it is able to resell them. A customer (“Buyer”) generally visits the Company’s website searching for available stem cells and exosomes, obtains price quotation, and places an order with the Company who then confirms the purchase order, as a contract with that particular Buyer. The Company has discretion in establishing the prices for the stem cells it sells to the Buyer.
| F-7 |
| Table of Contents |
The Company obtains control of the stem cell (which it could resell) when stored at a separate/specified liquid nitrogen tank at the Vendor and transfers that product to the Buyer. The common delivery term is Ex Works Warehouse. The Company assists the Buyer in resolving product issues including complaints with the products provided by the Vendor. The Vendor is responsible for fulfilling the obligations associated with transfer of the stem cell purchased, including coordination with cold chain shipping companies when required. The Company is the principal for the sale of the stem cell to the Buyer and recognizes revenue upon shipment by the Vendor to the Buyer, upon shipping/delivery confirmation. The revenue is recognized on a gross basis. The specified good is a selected type of stem cell along with the other exosome provided by the Vendor for the Buyer of that stem cell. The following are indications of control by the Company:
| · | The Vendor is responsible for manufacturing the products, while the Company retains primary responsibility for fulfilling the obligation to deliver the products from the Vendor’s separate storage facility to the Buyer. |
|
|
|
| · | The Company has inventory risk as a result of purchasing the stem cells from the Vendor and will be subject to the risks and rewards of ownership, including loss if it is unable to sell the stem cells. |
|
|
|
| · | The Company has the discretion in establishing the selling price of the stem cells for its contract with the Buyers. |
|
|
|
| · | In Summary, the Company is primarily responsible for fulfillment, inventory risk, and pricing discretion. The Company recognizes revenue equal to the price to be paid by the Buyer for the stem cells upon transfer of control of the stem cells to the Buyer. The Company recognizes the cost of the stem cells at the purchase price to be paid to the Vendor, as cost of sales, upon purchase from the Vendor. |
Cost of Goods Sold
Cost of goods sold includes all direct costs related to the production or purchase of the Company’s products. These costs primarily consist of raw materials, direct labor, and manufacturing overhead, including depreciation of production equipment, inbound freight, packaging, and other production-related expenses.
Income Taxes
There are inherent uncertainties related to the interpretation of tax regulations in the jurisdictions in which the Company transacts business. The judgments and estimates made at a point in time may change based on the outcome of tax audits, as well as changes to, or further interpretations of, regulations. The Company adjusts its income tax expense in the period in which these events occur. If such changes take place, there is a risk that the tax rate may increase or decrease in any period.
The FASB guidance contained in ASC Topic 740, Income Taxes, addresses the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a threshold of “more likely than not” for recognition and derecognition of tax positions taken or expected to be taken in a tax return.
The Company adopted this guidance and is now required to recognize the effect of income tax positions only if those positions are more likely than not of be sustained. Recognized income tax positions are measured at the largest amount that is greater than
| F-8 |
| Table of Contents |
The Company’s income tax filings are subject to audit by various taxing authorities. The Company’s open audit periods are three years for federal and four years for California. In evaluating the Company’s tax provisions and accruals, future taxable income, and the reversal of temporary differences, interpretations, and tax planning strategies are considered. The Company had no material adjustments to its liabilities for unrecognized income taxes under the guidelines of the ASC Topic 740 for uncertainty in income taxes and believes their estimates are appropriate based on current facts and circumstances.
Fair Value of Financial Instruments
ASC topic 820 “Fair Value Measurements and Disclosures” establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.
These tiers include:
Level 1: | defined as observable inputs such as quoted prices in active markets; |
Level 2: | defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; |
Level 3: | defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. |
The carrying value of cash and the Company’s loan from shareholders approximates its fair value due to their short-term maturity.
Basic (Loss) Income Per Share
The Company computes income (loss) per share in accordance with FASB ASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period.
Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares when their inclusion would be anti-dilutive. As of July 31, 2023 and January 31, 2023, there were no potentially dilutive debt or equity instruments issued or outstanding.
Stock-Based Compensation
The Company measures all stock-based awards granted to employees, directors and non-employees based on the fair value on the date of grant in accordance with ASC 718, Compensation – Stock Compensation. The compensation expense of those awards is recognized over the requisite service period, which is generally the vesting period of the respective award. Generally, the Company issues awards with either service-only vesting conditions and records the expense using the straight-line method or service and performance vesting conditions and records the expense when achievement of the performance condition becomes probable using the graded-vesting method. The Company accounts for forfeitures as they occur.
The fair value of stock-based grant awards is estimated using the fair value of the Company’s most recent historical transaction with third parties. The Company classifies stock-based compensation expense in its statements of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified.
Foreign Currency Translation
The Company’s functional and reporting currency is the U.S. dollar. Transactions may occur in foreign currencies and management has adopted ASC 830, “Foreign Currency Translation Matters.” Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in selling, general and administrative expenses in the statement of operations.
| F-9 |
| Table of Contents |
Leases
The Company determines whether a contract is or contains a lease at contract inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities on our balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities on the Company’s balance sheets.
Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of the Company’s leases do not provide an implicit rate, we use the Company’s incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Operating lease expense for fixed lease payments is recognized on a straight-line basis over the lease term. Variable lease payments are generally expensed as incurred and may include certain index-based changes in rent and other non-fixed payments for services provided by the lessor. The Company’s leases do not contain any material residual guarantees or material restrictive covenants.
Lease arrangements with lease and non-lease components are generally accounted for separately. For certain equipment leases, such as vehicles, the Company will account for the lease and non-lease components as a single lease component. Additionally, for certain equipment leases, the Company will apply a portfolio approach to effectively account for the operating lease ROU assets and liabilities.
Recently Issued Accounting Pronouncements
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurements of Credit Losses for Accounts Receivable and Contract Assets (ASU 2025-05). The amendments in this update provide a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606. Under ASU 2025-05, an entity is required to disclose whether it has elected to use the practical expedient. An entity that makes the accounting policy election is required to disclose the date through which subsequent cash collections are evaluated. ASU 2025-05 is effective for the Company beginning in the fiscal year ending December 31, 2026. The Company is currently evaluating the impacts of the adoption of ASU 2025-05 on the Consolidated Financial Statements.
In May 2025, the FASB issued ASU 2025-04 Compensation - Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer (“ASU 2025-04”) which clarifies the guidance on the accounting for share-based payment awards that are granted by an entity as consideration payable to its customer, with the intent to reduce diversity in practice and improve existing guidance by revising the definition of a “performance condition” and eliminating a forfeiture policy election for service conditions associated with share-based consideration payable to a customer. It also clarifies the guidance in Topic 606 on the variable consideration constraint does not apply to share-based consideration payable to a customer “regardless of whether an award’s grant date has occurred”. ASU 2025-04 will be effective for the annual periods beginning after December 15, 2026 with early adoption permitted. The Company does not believe ASU 2025-04 will have a material impact on its financial position, results of operations or financial statement disclosure.
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.
| F-10 |
| Table of Contents |
In March 2024, the FASB issued ASU 2024-02 "Codification Improvements – Amendments to Remove References to the Concepts Statements" ("ASU 2024-02"), which contains amendments to the Codification to remove references to various FASB Concepts Statements. In most instances, the references are extraneous and not required to understand or apply the guidance. Generally, ASU 2024-02 is not intended to result in significant accounting changes for most entities. ASU 2024-02 is effective for the Company for fiscal years beginning after December 15, 2024. The Company does not expect this update to have a material impact on its financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires, among other things, additional disclosures primarily related to the income tax rate reconciliation and income taxes paid. The expanded annual disclosures are effective for our year ending December 31, 2025. The Company is currently evaluating the impact that ASU 2023-09 will have on our consolidated financial statements and whether we will apply the standard prospectively or retrospectively.
The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its financial statements.
Note 4 – Related Party Transactions and Balances
Advances from Related Party
During the six months ended July 31, 2023 and 2022, the Company received advances totaling $
Due to Related Party
The Company sources its inventory exclusively from a vendor wholly owned by shareholders who collectively hold more than 20% of the Company’s outstanding common shares as of July 31, 2023. These shareholders are also family members of the Company’s Chairman. As of July 31, 2023 and January 31, 2023, amounts due to this related party totaled $
Note 5 – EQUITY
Common Stock
The number of authorized shares of common stock under the Certificate of Incorporation is
During the three and six months ended July 31, 2023, the Company did not issue any shares of common stock.
Stock-based compensation
The Company’s stock-based compensation programs are long-term retention programs that are intended to attract, retain and provide incentives for employees, officers and directors, and to align stockholder and employee interests.
Under the stock-based compensation plan, the Company may grant Incentive Stock Options (“ISO”), Non-statutory Stock Options (“NSO”), Restricted Stock (“RS”) and Restricted Stock Units (“RSU). ISO and NSO are granted under service conditions. RS and RSU are granted under vesting criteria set by the Administrator and could be based upon the achievement of Company-wide, business unit, or individual goals (including, but not limited to, continued employment or service), or any other basis determined by the Administrator in its discretion. Stock options granted to employees generally vest over a four-year period, although certain grants may vest over a longer or shorter period. Stock options granted to non-employees generally vest over a one-year period.
| F-11 |
| Table of Contents |
Valuation of Stock-Based Compensation
Stock-based compensation cost is measured at the grant date based on the fair value of the award. The fair value of the awards is fixed at the grant date and amortized over the longer of the remaining performance or service period. The fair value of stock-based grant awards is estimated using the fair value of the Company’s most recent historical transaction with third parties.
Compensation costs
The Company recognizes the estimated compensation cost of all stock-based awards generally on a straight-line basis over the requisite service period of the entire award, which is generally the vesting period. The estimated compensation cost is based on the fair value of the common stock on the date of the grant. The Company accounts for forfeitures as they occur.
Common stock activities for the six months ended July 31, 2023 are summarized as follows:
|
| Number of Shares |
|
| Weighted Average Remaining Contractual Life (Years) |
|
| Weighted Average Grant Date Fair Value |
| |||
January 31, 2023 |
|
|
|
|
|
|
| $ |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested |
|
| - |
|
|
| - |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 31, 2023 - Expected to Vest |
|
|
|
|
|
|
| $ |
| |||
As of July 31, 2023, there was $
Stock-based compensation recognized for six months ended July 31, 2023 and 2022 amounted to $
Note 6 – OPERATING LEASES
In July 2021, the Company entered into a non-cancelable operating lease for an office facility in Irvine, California.
There are no lease transactions classified as finance leases for the six months ended July 31, 2023.
The table below summarizes the components of operating lease costs related to operating leases for the three and six months ended July 31, 2023 and 2022:
|
| Three Months Ended |
|
| Six Months Ended |
| ||||||||||
|
| July 31, |
|
| July 31, |
| ||||||||||
|
| 2023 |
|
| 2022 |
|
| 2023 |
|
| 2022 |
| ||||
The components of lease expense were as follows: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Operating lease cost |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Short-term lease cost |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Variable lease cost |
|
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|
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|
| ||||
Total lease cost |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
| F-12 |
| Table of Contents |
Supplementary information on cash flow and other information for leasing activities for the six months ended July 31, 2023 and 2022 are as follows:
|
| Six Months Ended |
| |||||
|
| July 31, |
| |||||
|
| 2023 |
|
| 2022 |
| ||
Cash paid for operating cash flows from operating leases |
| $ |
|
| $ |
| ||
Right-of-use asset obtained in exchange for new operating lease liabilities |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Remaining lease term - operating leases (year) |
|
|
|
|
|
| ||
Discount rate — operating leases |
|
| % |
|
| % | ||
Future minimum lease payments under non-cancelable leases as of July 31, 2023 are as follows:
Year ending January 31, |
|
|
| |
2024 - remaining six months |
| $ |
| |
2025 |
|
|
| |
Thereafter |
|
|
| |
|
|
|
| |
Less: Imputed interest |
|
| ( | ) |
Total |
| $ |
| |
Note 7 – COMMITMENTS AND CONTINGENCIES
Legal Proceedings
The Company is from time to time involved in ordinary routine litigation incidental to the conduct of its business. The Company regularly reviews all pending litigation matters in which it is involved and establishes reserves deemed appropriate for such litigation matters, which reserved amounts are charged to operations in the year during which they are accrued. The Company believes that no presently pending litigation matters are likely to have a material adverse effect on the Company’s financial statements or results of operations, taken as a whole.
During the reporting period, the Company became aware that its former Chief Executive Officer, Mr. Cheng-Hsiang Kao, and Chairman of the Board, Mr. Pao-Chi Chu, are involved in civil and criminal legal proceedings in Taiwan. The proceedings involve allegations concerning the unauthorized use or disclosure of business know-how and intellectual property. The Company is not a named party in these proceedings. On August 7, 2025, Mr. Kao and Chu, along with the other officers resigned and appointed Ms. Ssu-Chuan Lai as the sole director and to all of the officer positions. The new management has evaluated the available information and, as of the balance sheet date, concluded that the matters are not expected to have a material adverse effect on the Company’s financial condition or results of operations. Management will continue to monitor the situation and assess any implications on the Company’s leadership or its operations.
| F-13 |
| Table of Contents |
Note 8 – CONCENTRATION OF CREDIT RISK
The Company did not have any significant customer concentration during the three and six months ended July 31, 2023. The Company did not have any significant customer concentration during the three months ended July 31, 2022. The Company had one customer that accounted for more than
The Company did not have any significant purchase concertation during the three and six months ended July 31, 2023. The Company did not have any significant purchase concertation during the three months ended July 31, 2023. The Company had one vendor that accounted for more than
Note 9 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events in accordance with Accounting Standards Codification (“ASC”) Topic 855, Subsequent Events. Management reviewed all events and transactions that occurred after the balance sheet date of July 31, 2023, through the date the financial statements were issued.
| F-14 |
| Table of Contents |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this Quarterly Report on Form 10-Q. This section contains forward-looking statements that involve risks and uncertainties, and reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed below. See “Special Note Regarding Forward-Looking Statements.”
Forward-Looking Statements
This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or “continue,” or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
As used in this annual report, the terms “we,” “us,” “our,” or “the Company,” mean VitaSpring Biomedical Co., Ltd., unless otherwise indicated.
All dollar amounts refer to US dollars unless otherwise indicated.
Overview
We are a development-stage biomedical and nutraceutical company focused on cell-based technologies for regenerative and preventative health applications. engaged in the research, development, and commercialization of products that promote wellness and a healthy lifestyle. We began limited operations in 2019 and underwent a change of ownership effective January 21, 2020, resulting in a new management team and strategic direction. In connection with this ownership change, we filed a Certificate of Amendment to our Articles of Incorporation to change our corporate name to VitaSpring Biomedical Co. Ltd., which became effective on April 21, 2020, following clearance by the Financial Industry Regulatory Authority (“FINRA”).
As of the date of this filing, we have not commenced principal revenue-generating operations and have generated limited revenues since inception. Our operations have been limited to organizational activities, administrative functions, and preparation for future service offerings.
Results of Operation
For the three months ended July 31, 2023 compared to the three months ended July 31, 2022
|
| Three months ended |
|
|
|
| ||||||
|
| July 31, |
|
|
|
| ||||||
|
| 2023 |
|
| 2022 |
|
| Changes |
| |||
Revenues |
| $ | - |
|
| $ | - |
|
| $ | - |
|
Cost of goods sold |
|
| - |
|
|
| - |
|
|
| - |
|
Operating expenses |
|
| 353,583 |
|
|
| 174,511 |
|
|
| 179,072 |
|
Loss from operations |
|
| (353,583 | ) |
|
| (174,511 | ) |
|
| (179,072 | ) |
Other income |
|
| - |
|
|
| 50 |
|
|
| (50 | ) |
Provision for income taxes |
|
| - |
|
|
| (30,326 | ) |
|
| 30,326 |
|
Net loss |
| $ | (353,583 | ) |
| $ | (144,135 | ) |
| $ | (209,448 | ) |
| 4 |
| Table of Contents |
Revenue
We generated no revenue during the three months ended July 31, 2023 and 2022. We are currently focusing on restructuring our product strategy and developing long-term partnerships rather than pursuing short-term sales.
Cost of Goods Sold
We did not generate any cost of goods sold due to no revenue in the three months ended July 31, 2023 and 2022.
Operating Expenses
Operating expenses totaled $353,583 in the three months ended July 31, 2023 compared with $174,511 in the three months ended July 31, 2022. The increase in operating expense is mainly due to the opening of Taiwan office to seek business. We continue to carefully manage overhead while maintaining core research and corporate functions.
Other Income
We recorded no other income in the three months ended July 31, 2023 compared with $50, which primarily represents miscellaneous non-operating income in the three months ended July 31, 2022.
Provision for Income Taxes
Our income tax expense was $0 in three months ended July 31, 2023, compared with a tax benefit of $30,326 in the three months ended July 31, 2022. The variance primarily reflects the change from profitability in 2022 to a loss in 2023 and adjustments to deferred tax items.
Net Income (Loss)
As a result of the foregoing, we recorded a net loss of $353,583 for the three months ended July 31, 2023, compared with net income of $144,135 in the three months ended July 31, 2022. The change in net income to net loss was mainly due to the absence of revenue and the continuation of fixed operating costs.
For the six months ended July 31, 2023 compared to the six months ended July 31, 2022
|
| Six months ended |
|
|
|
| ||||||
|
| July 31, |
|
|
|
| ||||||
|
| 2023 |
|
| 2022 |
|
| Changes |
| |||
Revenues |
| $ | - |
|
| $ | 1,490,000 |
|
| $ | (1,490,000 | ) |
Cost of goods sold |
|
| - |
|
|
| 922,000 |
|
|
| (922,000 | ) |
Operating expenses |
|
| 658,184 |
|
|
| 399,384 |
|
|
| 258,800 |
|
Income (loss) from operations |
|
| (658,184 | ) |
|
| 168,616 |
|
|
| (826,800 | ) |
Other income |
|
| - |
|
|
| 8,572 |
|
|
| (8,572 | ) |
Provision for income taxes |
|
| - |
|
|
| 44,667 |
|
|
| (44,667 | ) |
Net income (loss) |
| $ | (658,184 | ) |
| $ | 132,521 |
|
| $ | (790,705 | ) |
Revenue
We generated no revenue during the six months ended July 31, 2023, compared with $1,490,000 in the six months ended July 31, 2022. The decrease was due to the no product sales in the six months ended July 31, 2023. We are currently focusing on restructuring our product strategy and developing long-term partnerships rather than pursuing short-term sales.
| 5 |
| Table of Contents |
Cost of Goods Sold
Cost of goods sold was $0 in the six months ended July 31, 2023 compared with $922,000 in the six months ended July 31, 2022. We did not generate any cost of goods sold due to no revenue in the three months ended July 31, 2023.
Operating Expenses
Operating expenses totaled $658,184 in the six months ended July 31, 2023 compared with $399,384 in the six months ended July 31, 2022. The increase in operating expense is mainly due to the opening of Taiwan office to seek business. We continue to carefully manage overhead while maintaining core research and corporate functions.
Other Income
We recorded no other income in the six months ended July 31, 2023 compared with $8,572, which primarily represents miscellaneous non-operating income in the six months ended July 31, 2022.
Provision for Income Taxes
Our income tax expense was $0 in fiscal 2023, compared with a tax expense of $44,667 in the six months ended July 31, 2022. The variance primarily reflects the change from profitability in 2022 to a loss in 2023 and adjustments to deferred tax items.
Net Income (Loss)
As a result of the foregoing, we recorded a net loss of $658,184 for the six months ended July 31, 2023, compared with net income of $132,521 in the six months ended July 31, 2022. The change in net income to net loss was mainly due to the absence of revenue and the continuation of fixed operating costs.
Liquidity and Capital Resources
The following table summarizes our changes in working capital deficiency from January 31, 2023 to July 31, 2023:
|
| July 31, |
|
| January 31, |
|
|
|
| |||
|
| 2023 |
|
| 2023 |
|
| Change |
| |||
Current assets |
| $ | 188,093 |
|
| $ | 437,078 |
|
| $ | (248,985 | ) |
Current liabilities |
| $ | 3,377,150 |
|
| $ | 3,069,106 |
|
| $ | 308,044 |
|
Working capital (deficiency) |
| $ | (3,189,057 | ) |
| $ | (2,632,028 | ) |
| $ | (557,029 | ) |
The following table summarizes our cash flows for the six months ended July 31, 2023 and 2022:
|
| Six months ended |
|
|
|
| ||||||
|
| July 31, |
|
|
|
| ||||||
|
| 2023 |
|
| 2022 |
|
| Change |
| |||
Cash (used in) operating activities |
| $ | (27,752 | ) |
| $ | (85,622 | ) |
| $ | 57,870 |
|
Cash provided by financing activity |
| $ | 5,277 |
|
| $ | - |
|
| $ | 5,277 |
|
Net change in cash |
| $ | (22,475 | ) |
| $ | (85,622 | ) |
| $ | 63,147 |
|
As of July 31, 2023, we had cash of approximately $7,000, compared with $30,000 at January 31, 2023. The decrease of approximately $23,000 was mainly due to cash used in our operations.
| 6 |
| Table of Contents |
We have funded our activities primarily through shareholder advances. We incurred a net loss of $658,184 in the six months ended July 31, 2023. We continue to rely on external funding and available cash balances to meet our working-capital needs. Management believes that additional capital will be required to support operations over the next twelve months.
We expect to continue to require additional capital to support operations, research, and regulatory initiatives. Management is exploring potential sources of financing, including private placements of equity or debt securities and strategic partnerships. There is no assurance that additional funding will be available on acceptable terms. If we cannot secure sufficient financing, we may need to delay or scale back parts of our business plan.
We believe our current cash resources will not be sufficient to fund planned operations for the next twelve months without additional capital. The continuation of our business depends on our ability to raise funds and generate future revenue.
Operating Activities
Cash used in operating activities of $27,752 for the six months ended July 31, 2023 reflected primarily our net loss of $658,184 increased by depreciation of $7,531, non-cash lease expense of $80,912 and stock-based compensation of $82,432, and a change in assets and liabilities of $459,557.
Cash used in operating activities of $85,622 for the six months ended July 31, 2022 reflected primarily our net income of $132,521 increased by depreciation of $7,531, non-cash lease expense of $91,688, stock-based compensation of $73,018 and deferred tax benefit of $5,227, and a change in assets and liabilities of $395,607.
Investing Activities
We had no investing activities during the six months ended July 31, 2023 and 2022.
Financing Activity
We has financing inflow of $5,277 from advances from related parties in the six months ended July 31, 2023. We had no financing inflows in the six months ended July 31, 2022. We may seek additional equity or debt financing in future periods to support ongoing operations.
We expect to continue to rely on equity financing and, where available, strategic partnerships or grants to meet our capital needs. Our ability to raise additional capital will depend on market conditions, investor interest, and our progress in commercializing our stem-cell and biomedical technologies.
Capital Requirements and Liquidity Outlook
We believe that our existing cash resources will not be sufficient to fund operations for the next twelve months without additional financing. To meet our capital needs, we plan to seek additional equity or debt financing and may also pursue strategic partnerships or licensing opportunities. There is no assurance that such financing will be available on favorable terms or at all. If we cannot obtain adequate funding, we may need to delay, scale back, or discontinue some of our business activities.
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Going Concern
We evaluate our ability to continue as a going concern in accordance with ASC 205-40, Presentation of Financial Statements — Going Concern. This evaluation requires us to assess whether conditions or events raise substantial doubt about our ability to meet our obligations as they become due during the twelve months following the issuance of these financial statements.
Our financial statements have been prepared assuming we will continue as a going concern. As disclosed in Note 2 to our financial statements, as of July 31, 2023, we had an accumulated deficit of $4,046,203 and negative operating cash flow of $27,752, and limited operations, which raise substantial doubt about our ability to continue as a going concern. Our continued existence is dependent upon our ability to obtain additional funding and implement a business plan that generates sustainable revenues.
Off-Balance Sheet Arrangements
As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Plan of Operation and Funding
We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.
Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next twelve months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) developmental expenses associated with a start-up business and (ii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.
Critical Accounting Policies and Estimates
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, expenses, and related disclosures. The Company’s significant accounting policies are described in Note 4 to the financial statements. Management considers the following policies to be critical because they involve significant judgments and assumptions, and because different assumptions could materially affect the Company’s financial condition or results of operations. Critical estimates are those estimates that in accordance with U.S. GAAP, involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial statements. Management has determined that our most critical accounting estimates are those relating to fair value of financial instruments.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) ordinarily requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. However, for the quarter ended July 31, 2023, our operations and financial statement items did not require the use of any significant estimates or assumptions. All amounts presented are based on actual, readily determinable values, and no material judgments or estimation methodologies were applied.
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Fair Value of Financial Instruments
The Company follows ASU 2022-03, ASC Subtopic “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions” (“ASC 820”), which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
Level 1
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
The carrying amounts shown of the Company’s financial instruments including cash and cash equivalents and accounts payable approximate fair value due to the short-term maturities of these instruments.
Income Taxes and Deferred Tax Assets
We account for income taxes using the liability method under ASC 740. Deferred tax assets are recognized for temporary differences between financial statement and tax bases of assets and liabilities. A valuation allowance is established when it is more likely than not that all or part of a deferred tax asset will not be realized. Determining the amount of valuation allowance requires significant judgment in estimating future taxable income, applicable tax strategies, and the expected timing of reversals of temporary differences.
Material Commitments
None.
Purchase of Significant Equipment
We do not intend to purchase any significant equipment during the next twelve months.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We are a smaller reporting company and not required to provide this information.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer (CEO), is responsible for establishing and maintaining disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”). Disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the CEO, to allow timely decisions regarding required disclosure.
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As of the end of the fiscal quarter ended July 31, 2023, management conducted an evaluation, under the supervision and with the participation of our CEO, of the effectiveness of our disclosure controls and procedures. Based on this evaluation, our CEO concluded that our disclosure controls and procedures were not effective as of July 31, 2023, due to a material weakness in our internal control over financial reporting, as described below.
Management’s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”).
Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, evaluations of effectiveness to future periods are subject to the risk that controls may become inadequate due to changes in conditions or deterioration in compliance with policies or procedures.
Management assessed the effectiveness of our internal control over financial reporting as of July 31, 2023, using the criteria set forth in the Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this assessment, management concluded that our internal control over financial reporting was not effective as of that date, due to the following material weakness:
| · | Material Weakness Identified: We did not maintain an adequate segregation of duties or employ sufficient accounting personnel with appropriate experience in U.S. GAAP and SEC reporting requirements. This deficiency increased the risk of material misstatements in the financial reporting process. |
Remediation Plan
We are committed to improving our internal control environment. To remediate the identified material weakness, we plan to evaluate and enhance our internal control procedures and, as resources permit, hire additional qualified personnel or engage external consultants with relevant expertise in financial reporting and SEC compliance. We intend to enhance our internal control procedures in Q1 of 2026.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the fiscal quarter ended July 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings
We are not subject to any legal proceedings and are unaware of any pending against us.
As disclosed in our Current Report on Form 8-K filed with the Securities and Exchange Commission on August 11, 2025, certain of our former officers and our director are subject of legal proceedings in Taiwan. These matters do not involve us, and we are not a party to any of the proceedings referenced in the Form 8-K.
Please refer to the Form 8-K for additional information regarding those matters.
Item 1A. Risk Factors
We are a smaller reporting company and not required to provide this information.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
We did not issue any equity securities for the quarter ended July 31, 2023.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
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Item 6. Exhibits
The following documents are filed as part of this report:
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101.INS |
| Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). |
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101.SCH |
| Inline XBRL Taxonomy Extension Schema Document. |
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101.CAL |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
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101.DEF |
| Inline XBRL Taxonomy Extension Definition Linkbase Document. |
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101.LAB |
| Inline XBRL Taxonomy Extension Labels Linkbase Document. |
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101.PRE |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
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104 |
| Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
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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 thereunto duly authorized.
| VITASPRING BIOMEDICAL CO., LTD. |
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Date: January 23, 2026 | /s/ Ssu-Chuan Lai |
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| Ssu-Chuan Lai |
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| President, Chief Executive Officer, and Chief Financial Officer |
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EXHIBIT 31.1
CERTIFICATION PURSUANT TO SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002
I, Ssu-Chuan Lai, Chairman and Chief Executive Officer, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of VitaSpring Biomedical Co., Ltd. (the “registrant”); |
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| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; |
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| 3. | Based on my knowledge, the financial statements and other financial information included in this quarterly report fairly presents in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; |
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| 4. | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have: |
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| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within the entity, particularly during the period in which this report is being prepared; |
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| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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| (d) | Disclosed in this report any change in the registrant’s internal controls over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal controls over financial reporting; and |
| 5. | I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions): |
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| (a) | All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting. |
| Date: January 23, 2026 | /s/ Ssu-Chuan Lai |
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| Ssu-Chuan Lai |
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| Chief Executive Officer |
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| (Principal Executive Officer) (Principal Financial Officer) |
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EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of VitaSpring Biomedical Co., Ltd. (the “Company”) on Form 10-Q for the quarter ended July 31, 2023, as filed with the Securities and Exchange Commission on or about the date hereof (the “Report”), I, Ssu-Chuan Lai, the Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as enacted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: January 23, 2026 | /s/ Ssu-Chuan Lai |
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| Ssu-Chuan Lai |
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| Chief Executive Officer |
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| (Principal Executive Officer) (Principal Financial Officer) |
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