Vitaspring Biomedical Co. Ltd 10-K for FY2025
Vitaspring Biomedical Co. Ltd. (VSBC)
About this 10-K
Vitaspring Biomedical Co. Ltd filed this 10-K on June 8, 2026, covering the fiscal year ended January 31, 2025 (FY2025).
Headline figures
Fiscal year ended January 31, 2025, 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
- $774.92K
- compared with a net loss of $1.12M a year earlier
- Diluted EPS
- $0.00
- compared with -$0.01 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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Registrant’s telephone number, including area code (
Securities registered pursuant to Section 12(b) of the Act: None
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Securities registered pursuant to Section 12(g) of the Act: None
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Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant as required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐
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.
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☒ | Smaller reporting company | ||
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| 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. Yes ☐ No ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. As of July 31, 2024, the aggregate market value of the registrant’s voting and non-voting common stock equity held by non-affiliates could not be reliably determined because the common stock was thinly traded and there was limited publicly available information regarding non-affiliate holdings. There were 154,730,010 shares held by non-affiliates as of that date.
As of June 1, 2026, the registrant had
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K for the fiscal year ended January 31, 2025 (this “Report”) is being filed after its original due date. We are working to regain full compliance with our periodic reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Except as otherwise indicated, all information contained in this Report is presented as of January 31, 2025.
This Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act. These statements relate to our expectations, beliefs, plans, objectives, intentions, and assumptions regarding future events or performance and are not statements of historical fact. Words such as “may,” “will,” “could,” “should,” “expect,” “believe,” “estimate,” “anticipate,” “intend,” “plan,” “continue,” “potential,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.
These statements are based on our current expectations and assumptions regarding our business, the economy, and other future conditions, and are subject to known and unknown risks, uncertainties, and factors that could cause actual results to differ materially from those expressed or implied. Important factors that could cause such differences include, but are not limited to:
| · | our ability to develop, commercialize, and market our functional-medicine and nutraceutical formulations; |
| · | our dependence on third-party research, manufacturing, and supply partners; |
| · | our ability to raise additional capital to fund operations; |
| · | competition within the biomedical and nutraceutical industries; |
| · | loss of key personnel or inability to attract qualified employees and consultants; |
| · | regulatory approvals, compliance costs, and potential changes in applicable laws; |
| · | disruptions in supply chains or research partnerships; |
| · | economic, geopolitical, and market conditions; |
| · | inadequacy of insurance coverage for certain losses or liabilities; and |
| · | potential asset impairments or other non-cash charges. |
Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. Readers should not place undue reliance on these statements, which speak only as of the date of this Report. Except as required by law, we undertake no obligation to update or revise any forward-looking statements to reflect subsequent events, new information, or the occurrence of unanticipated events.
As used in this Report, unless otherwise indicated, the terms “VitaSpring Biomedical,” “VitaSpring,” “we,” “us,” “our,” or the “Company” refer to VitaSpring Biomedical Co. Ltd. All dollar amounts are expressed in U.S. dollars unless otherwise specified.
Readers are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the Securities and Exchange Commission. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in the future operating results over time except as required by law. We believe that our assumptions are based upon reasonable data derived from and known about our business and operations. No assurances are made that actual results of operations or the results of our future activities will not differ materially from our assumptions.
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PART I
Item 1. Business.
Overview
VitaSpring Biomedical Co. Ltd. (“VitaSpring,” the “Company,” “we,” “us,” or “our”), formerly known as Shemn Corp., was incorporated in the State of Nevada on September 6, 2016. We are a development-stage biomedical company engaged in the research, development, and commercialization of products that promote wellness and a healthy lifestyle. We began 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”). Our fiscal year end is January 31.
We aim to advance the field of cellular and regenerative medicine through investment in research and development of stem cell–based applications and related biomedical innovations. Our strategic objectives include establishing advanced medical research and cell production centers meeting Good Tissue Practice (“GTP”) standards and developing high-quality stem cell preparations for use in regenerative therapies and potential future drug development.
In furtherance of these objectives, we collaborate with affiliated entities and research partners to support the mass production and commercialization of X.msc-related medical projects, including investigational new drugs and clinical trials involving X.exosome, a critical component in skincare and regenerative formulations. Management anticipates that X.msc-based projects will progress to limited hospital implementation within approximately five years, as part of our broader plan to integrate laboratory innovation into clinical application.
Recent Developments
Under new management, we have successfully transitioned proprietary patent technologies into mass-production know-how focused on allogeneic mesenchymal stem cell (MSC) processing derived from the maternal placenta. Management believes that internally reported testing has indicated materially higher exosome concentration levels compared with certain conventional MSC cultures; however, these findings have not been independently validated or reviewed by regulatory authorities. Leveraging this know-how, we intend to pursue development of a stem cell bank designed to operate in compliance with applicable FDA regulations.
Our research and development team has received multiple honors, including the 16th, 17th, and 18th Taiwan National Innovation Awards (2019–2021). The team has also participated in regenerative medicine initiatives sponsored by the Ministry of Science and Technology (Taiwan) from 2007 through 2020, including research on the mechanisms of human placenta-derived MSCs in various disease applications. These achievements underscore our scientific and technological foundation for advancing X.msc-related clinical applications in regenerative medicine.
Principal Products and Services
We focus on developing cell-based medical technologies for use in regenerative medicine, preventive health care, beauty, and anti-aging. Our work is based on a type of stem cell that we call X.msc, as well as exosome-based materials derived from these cells.
At this time, we do not sell any products or treatments for consumer use. Our current efforts are focused on research and development, improving our production process, and evaluating potential future applications. If we decide to create products for use by consumers or patients, we will first need to complete scientific testing and obtain all required regulatory approvals.
The scientific and technical descriptions contained in this Report are based primarily on historical research, know-how, and information provided by affiliated research collaborators and former management. We have not independently conducted material validation studies or incurred significant research and development expenditures during the periods presented. We are currently not conducting any research and the discussion below is based on historical information.
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Our Research and Technology
The following descriptions are based on preliminary internal observations and historical research data that have not been independently validated or reviewed by regulatory authorities.
We believe that our research program gives us several advantages in developing cell-based technologies:
| · | Discovery of X.msc: We have identified and isolated a special type of mesenchymal stem cell, which we call X.msc. |
| · | Safety: Early research suggests that X.msc do not promote tumor growth and appear to be safe for potential medical use. |
| · | Purification Process: We have developed a process that helps us grow and purify X.msc so that each batch is consistent and uniform. |
| · | Cell Viability: Laboratory results show that X.msc remain active longer and produce more exosomes than typical stem cells. |
| · | Cell Stability: We can culture these cells through more than 25 generations while maintaining their natural stem-cell properties. |
| · | Growth Medium: We use a proprietary growth formula that helps X.msc multiply efficiently and stay stable. |
| · | Exosome Technology: We are developing exclusive exosome-based formulas that may be used in skin care, wound healing, or anti-inflammatory research. |
| · | Research Applications: We are studying how X.msc may help with tissue repair, immune system balance, and inflammation control. |
| · | Ethical Standards: All X.msc cells come from ethically obtained, non-embryonic human placental tissue. We comply with current ethical and legal standards for biomedical research. |
Once we begin our research, it will be deemed in the early development stage. We have not yet completed the scientific testing or received the approvals that would be needed to sell any medical or consumer products. Any future products or treatments based on our technology would require review and authorization by the U.S. Food and Drug Administration (FDA) or similar agencies in other countries before they could be offered for sale.
Research and Development
Overview
We did not conduct any research and development (“R&D”) activities or incur R&D expenses during the fiscal years ended January 31, 2025, and 2024. However, we plan to explore and implement R&D programs in the future once sufficient funding becomes available. Our objective is to advance proprietary cell-based biomedical technologies, including our X.msc mesenchymal stem-cell platform and exosome-based formulations, with a focus on applications for regenerative medicine, preventive health, and functional wellness.
Future R&D efforts are expected to emphasize scientific validation, process optimization, and regulatory readiness as we seek to translate laboratory discoveries into practical applications.
Planned Focus Areas
Subject to the availability of financing and regulatory considerations, our anticipated future R&D initiatives may include the following areas:
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1. Stem-Cell Isolation and Expansion
We may seek to further evaluate methods for isolating and expanding X.msc cells derived from ethically sourced, non-embryonic human placental tissue, with the objective of maintaining cell purity, stability, and reproducibility through extended culture generations.
2. Exosome Production and Characterization
We may pursue development of scalable methods intended to improve the yield, consistency, and characterization of exosomes derived from stem-cell cultures for potential future biomedical and wellness applications.
3. Formulation and Product Development
We may explore prototype formulations involving exosome-related materials and redox-balance concepts for possible future use in topical, injectable, nutraceutical, or wellness-oriented applications, subject to scientific validation and applicable regulatory requirements.
4. Process Automation and Quality Control
We may seek to develop standardized production and quality-control protocols designed to align with Good Tissue Practice (“GTP”) and Good Manufacturing Practice (“GMP”) principles in anticipation of potential future regulatory submissions or commercial activities.
As of the date of this Report, we have not submitted any applications to the U.S. Food and Drug Administration (“FDA”), initiated any clinical programs, or received authorization to market any regulated biomedical products.
Collaborations and Partnerships
We maintain relationships with affiliated research collaborators and industry contacts in Taiwan and other parts of Asia-Pacific that may support future development efforts. These relationships may provide access to laboratory infrastructure, technical expertise, and preliminary research data as our business strategy evolves.
In the future, we may also engage academic institutions, hospitals, contract research organizations (“CROs”), or commercial partners to support specialized testing, validation, manufacturing, or regulatory activities.
R&D Expenditures
We did not incur material research and development expenses during the fiscal years ended January 31, 2025 and January 31, 2024.
Future R&D expenditures, if any, will depend on the availability of financing, the scope of future development activities, regulatory requirements, and the timing of commercialization initiatives.
Intellectual Property and Data
As of the date of this filing, we do not own or hold any issued patents, registered trademarks, or other registered intellectual property rights. Our proprietary assets currently consist of trade secrets, technical know-how, and research data developed in connection with our exploratory initiatives.
We intend to pursue intellectual property protection in the future through patent and trademark filings once our product candidates and technologies reach a more advanced stage of development. Our strategy will focus on securing rights to key processes, formulations, and brand elements associated with our stem-cell and exosome technologies.
To protect our confidential information and technical data, we intend to use confidentiality and non-disclosure agreements with employees, consultants, advisors, and potential research or commercial partners. These agreements will be designed to safeguard our proprietary information, prevent unauthorized disclosure, and preserve our ability to seek formal intellectual property protection in the future.
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We also plan to implement data protection and cybersecurity measures to ensure compliance with applicable privacy and data security regulations as our operations expand and as we begin to handle research data or potential patient information in connection with future clinical or pre-clinical activities.
Market Opportunity and Industry Background
Industry Overview
We operate within the global regenerative medicine and functional-wellness industry, which combines advances in cell biology, biotechnology, and preventive health. The regenerative-medicine market includes products and research focused on repairing or replacing damaged cells, tissues, and organs, while the nutraceutical and wellness segment focuses on enhancing physiological function and delaying age-related decline.
The worldwide regenerative-medicine market has grown rapidly over the past decade, driven by improvements in stem-cell science, exosome research, and biomaterial engineering. According to publicly available industry reports, the regenerative medicine market was estimated at approximately $48 billion in 2025 and is projected to grow to approximately $58 billion in 2026 and to continue to expand at a double-digit compound annual growth rate as clinical adoption increases and regulatory frameworks mature. At the same time, global demand for preventive health and anti-aging solutions has surged as populations age and consumers become more health conscious.
Emerging Trends
Several trends are shaping our industry and creating opportunities for VitaSpring:
| · | Growth of Cell-Based Therapies – Advances in mesenchymal stem-cell (“MSC”) science and exosome applications are moving from experimental research to clinical and commercial development. |
| · | Preventive and Personalized Medicine – Healthcare is shifting toward prevention and individualized treatment based on cellular diagnostics and targeted biological interventions. |
| · | Regulatory Evolution – Governments in the United States and Asia are developing clearer pathways for cell-therapy and biologics approval, increasing investor confidence and accelerating commercialization timelines. |
| · | Integration of Biotechnology and Aesthetics – The intersection between regenerative medicine and the beauty industry is expanding rapidly, particularly in skin repair and anti-inflammatory applications. |
| · | Asia-Pacific Leadership – Countries such as Taiwan, Japan, and South Korea are at the forefront of stem-cell innovation, providing opportunities for collaboration and technology transfer. |
Market Opportunity for VitaSpring
We believe VitaSpring is positioned to participate in these long-term growth trends by focusing on cell-based technologies that bridge biomedical research and functional wellness. We intend to develop an X.msc stem-cell platform and exosome formulations that will be designed to address multiple potential markets, including:
| · | Regenerative Medicine – Supplying allogeneic MSCs and exosome materials for use in research, clinical trials, and potential therapeutic development. |
| · | Biomedical Research and Manufacturing Services – Providing contract cell-production, purification, and quality-control services to laboratories and hospitals that lack internal cell-processing capacity. |
| · | Preventive Health and Anti-Aging – Developing future consumer-facing formulations derived from our exosome research for skincare and tissue-repair applications. |
| · | Collaborative R&D – Partnering with universities, hospitals, and biotechnology firms to co-develop new cellular technologies and expand applications for our intellectual property. |
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Competitive Landscape
The regenerative medicine industry is highly fragmented and competitive, comprising early-stage research companies, established biotechnology firms, and university-affiliated laboratories. Competition is based on factors such as scientific credibility, intellectual property protection, manufacturing capability, clinical outcomes, and regulatory compliance.
We currently operate at an early development stage and face competition from both domestic and international companies pursuing stem-cell and exosome-based technologies. Many of these competitors have significantly greater financial, technical, and research resources, as well as established regulatory and commercial infrastructures.
Despite these challenges, we believe our emerging platform and development strategy may offer certain long-term advantages, including:
| · | Proprietary technical know-how related to cell culture, purification, and expansion processes that may enhance exosome yield and cell viability; |
| · | Ethical sourcing protocols that utilize non-embryonic human placental tissue; |
| · | Strategic relationships in Asia, a region recognized for leadership in regenerative medicine and cell-therapy innovation; and |
| · | A long-term objective to establish a Good Tissue Practice (“GTP”)–compliant cell-production and storage facility to support future research and clinical applications. |
As the industry evolves, we intend to differentiate ourselves through process reliability, scientific validation, and adherence to emerging international standards for quality and safety.
Outlook
The regenerative-medicine and functional health markets are expected to remain among the fastest-growing segments in the life-sciences industry. As research validation improves and regulatory frameworks mature, we believe opportunities will expand for companies like VitaSpring that can deliver scientifically credible, ethically sourced, and commercially scalable cell-based technologies.
Business Model and Revenue Strategy
The foregoing business objectives are preliminary and subject to substantial regulatory, operational, and financing risks.
We are building a biomedical platform that integrates cell-based science, regenerative medicine, and functional wellness. Our business model combines research-driven innovation with a long-term plan to develop, license, and commercialize proprietary technologies derived from our X.msc mesenchymal stem-cell and exosome programs. Because we remain in the development stage, we currently generate only limited revenue. Our strategy focuses on creating intellectual property, establishing production know-how, and forming partnerships that can translate our technologies into scalable commercial opportunities.
Business Model
| · | Research and Technology Development – We intend to invest in R&D to improve cell isolation, culture, and exosome production methods. Our near-term objective is to generate data and proprietary processes that can be licensed or used in future clinical and commercial programs. |
| · | Contract Manufacturing and Research Services – We intend to pursue a production platform to offer cell-culture, purification, and testing services to third-party laboratories, hospitals, and research organizations that lack their own stem-cell facilities. These services may provide early revenue and industry exposure while advancing standardization of our technology. |
| · | Product Commercialization and Licensing – Over the longer term, we intend to develop and license cell-based products, exosome formulations, and related wellness applications. We expect commercialization to occur through direct sales, distribution partnerships, or out-licensing arrangements once regulatory approvals are obtained. |
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Revenue Strategy
| · | Direct Product Sales: Sale of biomedical or wellness products, such as exosome-based formulations and stem-cell derivatives, subject to applicable regulatory clearances. |
| · | Licensing and Royalties: Granting rights to use our cell lines, culture technology, or manufacturing processes in exchange for upfront fees and royalties on product sales. |
| · | Contract Research and Manufacturing Fees: Providing laboratory and process-development services to third-party researchers and institutions for a fixed or milestone-based fee. |
| · | Collaborative and Joint-Venture Revenue: Entering partnerships with academic, hospital, or commercial entities to co-develop specific applications, sharing both costs and revenues. |
| · | Consulting and Technology Transfer: Offering technical expertise and training related to cell-culture and exosome manufacturing methods. |
Pricing and Customer Approach
We anticipate a business-to-business (B2B) model, serving institutional and clinical clients rather than direct retail customers. Pricing for products or services will be based on the complexity of manufacturing, exclusivity of technology, and market benchmarks within the regenerative-medicine industry. We intend to maintain flexibility to accommodate long-term partnerships and regional licensing arrangements.
Long-Term Objectives
| · | Establish VitaSpring as a recognized supplier of ethically sourced, high-quality stem-cell materials. |
| · | Build a diversified revenue base through product sales, service income, and licensing fees. |
| · | Leverage partnerships in Asia, Europe, and North America to expand market access. |
| · | Achieve sustainable profitability while maintaining regulatory compliance and scientific integrity. |
Strategic Partnerships and Alliances
We are still in the development stage and continue to build our network of collaborations and strategic alliances. At this time, we have not established any formal partnerships in North America, but we maintain affiliations and research relationships in Taiwan and other parts of Asia. These relationships provide access to laboratory facilities, scientific expertise, and collaborative opportunities in regenerative-medicine research. We plan to form strategic partnerships with universities, hospitals, contract manufacturers, and biotechnology firms to accelerate development, streamline regulatory compliance, and expand market reach. We expect these alliances to play an important role in scaling our X.msc and exosome technologies, supporting clinical validation, and creating distribution channels for future biomedical and wellness products.
Competitive Landscape
The regenerative-medicine and biotechnology industries are highly competitive and characterized by rapid innovation, scientific advancement, and evolving regulation. We intend to compete with both early-stage biotechnology firms and established life-science companies engaged in stem-cell and exosome research. Key competitive factors include scientific credibility, cell-production quality, intellectual-property protection, cost efficiency, and regulatory compliance. Many of our competitors have greater financial, technical, and marketing resources than we do.
Regulatory Matters
Our operations will be subject to domestic and international laws and regulations governing biomedical research, cell storage, and manufacturing. Although we are not yet producing or selling products that require regulatory approval from the U.S. Food and Drug Administration (“FDA”), we intend to align our procedures with Good Tissue Practice (GTP) and Good Manufacturing Practice (GMP) standards to prepare for future regulatory submissions. As we expand internationally, we may also be subject to laws relating to biological exports, clinical-trial oversight, and biotechnology transfer. We will implement appropriate compliance systems and oversight mechanisms prior to the commercial launch of any regulated products.
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Employees and Human Capital Resources
As of January 31, 2025, we had no full-time employees other than our sole executive who holds all of our officer positions. Our operations are currently conducted by a network of contractors, consultants, scientists, and research partners who support our technical and administrative needs. As we progress toward commercialization, we intend to expand our organization by hiring key personnel in the areas of research and development, quality assurance, regulatory affairs, and business development. We plan to recruit individuals with biomedical, biotechnology, and cell-science experience, and to build a culture that values technical excellence, collaboration, and integrity.
Recruitment and Retention
We believe our ability to attract and retain talent will be critical to our success. We aim to maintain a work environment that emphasizes scientific curiosity, teamwork, and respect, while offering competitive compensation, professional growth opportunities, and a mission-driven culture focused on improving health and wellness through biotechnology. When we obtain the necessary capital and expand, we plan to establish programs that promote employee development, inclusion, and ethical conduct. We expect to retain qualified professionals by offering engaging research opportunities, clear advancement paths, and a collaborative culture that encourages innovation and accountability.
Legal Proceedings
We are not currently subject to any legal proceedings. See Item 3. Legal Proceedings for information related to our former officers and director.
Facilities
Our facilities are discussed in Item 2.
Seasonality
None.
Available Information
Our filings with the Securities and Exchange Commission (“SEC”) are available at www.sec.gov. These filings include annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, as well as any amendments thereto. We make these filings available free of charge on our website as soon as reasonably practicable after filing with the SEC.
Item 1A. Risk Factors.
An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below, together with all other information contained in this Annual Report on Form 10-K, including our financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The risks described below are not the only risks we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also materially adversely affect our business, financial condition, results of operations, liquidity, prospects, and the market price of our common stock. If any of the following risks occur, the trading price of our common stock could decline significantly, and you may lose all or part of your investment.
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RISKS RELATED TO OUR FINANCIAL CONDITION, LIQUIDITY AND GOING CONCERN
Substantial doubt exists regarding our ability to continue as a going concern.
We have not generated revenue during the fiscal years ended January 31, 2025, and 2024. As of January 31, 2025, we had cash of $272, total assets of $14,378, total liabilities of $4,029,578, an accumulated deficit of $5,281,503, negative operating cash flows used of $14,675 and a stockholders’ deficit of $4,015,200. We have incurred recurring losses since inception and expect to continue incurring losses for the foreseeable future. Based on our current cash position and expected expenditure, we do not have sufficient liquidity to fund operations for the next twelve months without additional financing.
Our financial statements have been prepared assuming we will continue as a going concern. Management has concluded that substantial doubt exists regarding our ability to continue as a going concern within twelve months from the issuance of our financial statements. Our independent registered public accounting firm has included a going concern explanatory paragraph in prior audit reports.
On May 18, 2026, we entered into a written deferred payment agreement with a related party with respect to our $2,411,000 of accounts payable owed to that related party, under which the related party agreed to defer collection efforts for a period of twenty-four (24) months commencing May 18, 2026 and not to demand repayment of the outstanding balance during that period. The deferral agreement does not include the related party advances. Notwithstanding this deferral, substantial doubt about our ability to continue as a going concern continues to exist because we do not have sufficient cash to fund our operating expenditures over the next twelve months without additional financing.
We have no committed financing arrangements and no revenue-generating operations. Our ability to continue operations depends entirely upon raising additional capital or obtaining continued financial support from related parties. There can be no assurance that such capital will be available on acceptable terms, if at all. If we are unable to secure adequate funding, we may be forced to significantly curtail or cease operations, seek protection under applicable insolvency laws, or liquidate our assets.
Our liabilities substantially exceed our assets, which may impair our ability to obtain financing and satisfy uplisting requirements.
Our negative stockholders’ equity position may adversely affect investor confidence and impair our ability to obtain financing on favorable terms. Certain trading platforms and exchanges impose minimum stockholders’ equity requirements. Our current financial condition may limit our ability to satisfy such requirements, thereby restricting our ability to uplist our common stock to OTCQB or a national securities exchange. Certain markets, including the OTCQB and the national securities exchanges, require minimum stockholders’ equity thresholds that we currently do not meet.
We may not be able to satisfy our obligations as they become due.
A substantial portion of our liabilities consists of unsecured obligations to related parties and vendors. These obligations may be payable on demand. If creditors demand repayment or decline to extend payment terms, we may be unable to satisfy such obligations when due, which could result in default, litigation, or insolvency proceedings.
RISKS RELATED TO OUR DEVELOPMENT-STAGE STATUS AND BUSINESS STRATEGY
We have not commenced commercial operations and have no history of revenue generation.
Although we describe a long-term strategy involving regenerative medicine technologies, including potential stem-cell and exosome-based applications, we have not commenced commercial manufacturing, distribution, or revenue-generating activities. We did not incur research and development expenses in fiscal year 2025 or fiscal year 2024, have not initiated clinical trials, and have not obtained regulatory approvals. Our limited operating history makes it difficult for investors to evaluate our prospects. As of the date of this Annual Report, we are not actively developing, manufacturing, or marketing any products.
Our business model is speculative and subject to significant execution risk.
| · | Our future success depends on numerous factors, including: |
| · | Securing sufficient capital; |
| · | Recruiting qualified personnel; |
| · | Obtaining regulatory approvals; |
| · | Protecting intellectual property; |
| · | Establishing manufacturing capabilities; |
| · | Entering into strategic partnerships; |
| · | Achieving market acceptance. |
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Each of these elements involves significant uncertainty. Failure in any of these areas could materially adversely affect our business.
We may change our business strategy.
Given our financial condition and development-stage status, we may revise or modify our business strategy. Such changes may expose us to additional risks and uncertainties and may not result in successful operations.
RISKS RELATED TO REGULATORY MATTERS
If we pursue regenerative medicine or biologic-based products, we will be subject to extensive regulatory requirements.
Any future commercialization efforts may subject us to regulation by the U.S. Food and Drug Administration and comparable foreign regulatory authorities. Regulatory approval processes require extensive preclinical and clinical data and may take years to complete. Regulatory authorities may impose additional requirements, delay approvals, or deny approval altogether. We have not yet established FDA-compliant manufacturing facilities or submitted any investigational or marketing applications.
Failure to obtain or maintain regulatory approvals would prevent commercialization.
Even if approvals are obtained, regulatory authorities may impose post-marketing requirements, restrict indications, suspend approvals, or withdraw approval. Regulatory compliance requires substantial financial and managerial resources.
The regulatory landscape for stem-cell and exosome technologies is evolving.
Regulatory authorities have increased scrutiny of regenerative medicine therapies. Changes in regulatory policy, interpretation, or enforcement priorities may adversely affect our ability to develop or commercialize products.
RISKS RELATED TO INTELLECTUAL PROPERTY
We do not currently hold issued patents.
As of the date of this report, we do not own issued patents, nor do we have any pending patent applications. We also do not own any registered trademarks. Our competitive position relies primarily on trade secrets and proprietary know-how. Trade secrets are difficult to protect, and we may not be able to prevent unauthorized disclosure or use.
We may become involved in intellectual property disputes.
If we develop technologies in the future, we may face claims of infringement from third parties. Defending against such claims could be costly and time-consuming. We may be required to pay damages, enter into licensing agreements on unfavorable terms, or cease certain operations.
RISKS RELATED TO RELATED-PARTY TRANSACTIONS AND CONFLICTS OF INTEREST
We have significant obligations to related parties, including a former officer who is involved in criminal proceedings unrelated to us.
As of January 31, 2025, we owed $2,411,000 to a related-party vendor, which is owned by our former officer, and $810,105 in advances from related parties, including advances made by a former Chief Executive Officer and Chairman of the Board. These obligations are unsecured, and are not subject to formal long-term repayment schedules, and may be payable on demand. On May 18, 2026, the Company entered into a deferred payment agreement with a related party, both parties agreed to defer collection efforts for a period of twenty-four (24) months from May 18, 2026, and the related party will not demand immediate repayment of the outstanding balance. The continuation of related-party financial support is not assured.
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The former officer referenced above is involved in criminal proceedings relating to the alleged unauthorized use of intellectual property that was not owned by us and did not arise from our operations. We are not a party to these proceedings, and the allegations do not involve our assets, intellectual property, or current management. Nevertheless, because this individual is a creditor of us, developments in such proceedings could affect repayment discussions, restructuring negotiations, or future financing arrangements. In addition, public association with former management may result in reputational harm or investor concern.
If related parties demand repayment of outstanding amounts or cease providing financial support, our liquidity and ability to continue operations could be materially adversely affected. To date, no formal demand for repayment has been made by related parties.
Our governance structure may increase conflict-of-interest risk.
We currently have a single director who also serves as our sole executive officer. We do not have independent directors or standing committees. We have not adopted a formal related-party transaction policy. This structure may increase the risk of conflicts of interest and reduce oversight of management decisions.
RISKS RELATED TO FORMER MANAGEMENT AND LEGAL PROCEEDINGS
Former officers are involved in civil and criminal proceedings that could indirectly affect us.
Certain former officers and directors are involved in legal proceedings in Taiwan relating to alleged unauthorized use of intellectual property. Although we are not a named party, these proceedings may result in reputational harm, disruption of business relationships, or derivative claims.
We may be subject to litigation.
We may become involved in disputes related to intellectual property, contracts, securities laws, or other matters. Litigation is inherently uncertain and may result in substantial costs, diversion of management resources, or adverse judgments.
RISKS RELATED TO INTERNAL CONTROL OVER FINANCIAL REPORTING
We have identified a material weakness in internal control over financial reporting.
Management concluded that our internal control over financial reporting was not effective as of January 31, 2025, due to insufficient segregation of duties and lack of personnel with appropriate U.S. GAAP and SEC reporting expertise. If we fail to remediate this material weakness, we may be unable to prevent or detect material misstatements in our financial statements.
If we fail to remediate this material weakness, we may be unable to timely file reports with the SEC, which could result in loss of quotation eligibility or trading market restrictions.
RISKS RELATED TO CAPITAL RAISING AND DILUTION
We will require substantial additional capital to execute our business strategy.
We anticipate funding operations through equity offerings, convertible securities, strategic partnerships, or related-party financing. Such financings may be highly dilutive and may include terms unfavorable to existing stockholders. Our net operating loss carryforwards may be limited under Section 382 of the Internal Revenue Code.
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Future issuances of securities may dilute existing stockholders and depress our stock price.
We may issue additional shares of common stock or securities convertible into common stock at prices below current market value. Such issuances may include warrants, anti-dilution adjustments, or other terms that adversely affect existing stockholders.
Our net operating loss carryforwards may be limited under Section 382 of the Internal Revenue Code, which could reduce or eliminate their value.
As of January 31, 2025, we had federal net operating loss (“NOL”) carryforwards. Our ability to utilize these NOLs to offset future taxable income, if any, may be significantly limited under Section 382 of the Internal Revenue Code of 1986, as amended (“Section 382”), if we experience an “ownership change” as defined in Section 382.
In general, an ownership change occurs if the percentage of our stock owned by one or more “5-percent shareholders” increases by more than 50 percentage points over a rolling three-year testing period. Because our stock ownership is relatively concentrated and because we may issue additional equity or convertible securities in future financings, we may experience an ownership change under Section 382. An ownership change could materially limit the amount of NOLs that may be utilized annually to offset taxable income. In certain circumstances, such limitations could effectively eliminate the benefit of our NOL carryforwards.
In addition, if we undergo a significant change in business operations or experience future ownership changes, our ability to utilize our NOLs could be further limited. Any such limitation could reduce the potential tax benefits available to us and may adversely affect our financial condition and results of operations.
There can be no assurance that our NOL carryforwards will be available to offset future taxable income, even if we achieve profitability.
RISKS RELATED TO UPLISTING AND MARKET STATUS
Because we currently have a stockholders’ deficit and lack independent directors, we may not satisfy the financial and governance requirements necessary to uplist to OTCQB or a national securities exchange.
We are contemplating an uplisting of our common stock. Uplisting requires compliance with financial, corporate governance, and market-based criteria, including minimum bid price, stockholders’ equity thresholds, and independent board requirements. Our current financial condition and governance structure may prevent us from meeting such criteria. We may need to effect a reverse stock split to meet minimum bid price requirements, which could adversely affect stockholder value.
Our common stock is thinly traded and may experience significant volatility.
Our common stock trades on the OTC Pink marketplace, which generally has lower liquidity and greater volatility than national securities exchanges. Limited trading volume may result in substantial price fluctuations.
Our common stock may be subject to penny stock regulations.
If our common stock is deemed a penny stock, broker-dealers may be subject to additional regulatory requirements before effecting transactions, which may reduce liquidity and investor interest.
RISKS RELATED TO CYBERSECURITY AND DATA PROTECTION
We do not maintain a formal cybersecurity risk management framework.
We do not employ dedicated cybersecurity personnel and rely on third-party service providers. A cybersecurity breach could result in operational disruption, reputational damage, regulatory scrutiny, or financial loss.
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GENERAL RISK FACTORS
Economic conditions may adversely affect our ability to raise capital.
Adverse economic conditions, including inflation, rising interest rates, and market volatility, may reduce investor appetite for speculative investments and impair our ability to obtain financing.
An investment in our common stock is highly speculative.
Given our development-stage status, lack of revenue, minimal liquidity, significant liabilities, material weakness in internal controls, governance limitations, regulatory uncertainty, and dependence on future financing, an investment in our common stock is highly speculative and may result in the loss of your entire investment.
We may become subject to securities class action litigation or stockholder derivative actions, which could result in substantial costs and diversion of management attention.
Companies with limited operating histories, development-stage business models, minimal revenues, recurring losses, or significant stock price volatility frequently become the target of securities class action litigation or stockholder derivative lawsuits. Given our development-stage status, going-concern uncertainty, dependence on future financing, related-party transactions, material weakness in internal control over financial reporting, and limited trading liquidity, we may be particularly susceptible to such litigation.
Securities class action lawsuits are often brought against companies following periods of stock price volatility, reverse stock splits, dilutive financings, restatements, regulatory developments, or public disclosures regarding internal control deficiencies. Such lawsuits typically allege violations of federal securities laws, including claims under Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, or under Sections 11 and 12 of the Securities Act in connection with securities offerings. Even if such claims are without merit, defending against them can be costly, time-consuming, and disruptive to our operations.
In addition, we may become subject to stockholder derivative actions alleging breach of fiduciary duties by our officers or director, particularly given our governance structure, related-party transactions, and development-stage operations. Such actions may seek monetary damages, corporate governance changes, or other equitable relief.
The costs of defending securities litigation or derivative actions may be significant and may exceed the limits of our directors’ and officers’ liability insurance coverage, if any. Adverse judgments, settlements, or regulatory findings could materially adversely affect our financial condition, liquidity, reputation, and ability to raise capital. Furthermore, even the initiation of litigation could result in negative publicity, investor concern, and diversion of management attention from our business.
If we are unable to successfully defend against such claims or manage associated costs, our business, financial condition, and results of operations could be materially adversely affected.
Item 1B. Unresolved Staff Comments.
None.
Item 1C. Cybersecurity.
As of the date of this Annual Report, we have not yet adopted a formal, written cybersecurity risk management policy or enterprise-wide cybersecurity governance framework. However, we are aware of the growing risks associated with cybersecurity threats and are in the early stages of assessing and developing appropriate controls to identify and mitigate such risks in proportion to our size, scale, and operational complexity. We intend to implement a formal cybersecurity risk assessment and governance policy by Q3 2026.
Risk management and strategy
While we do not currently have dedicated cybersecurity personnel or a Chief Information Security Officer (CISO), responsibility for cybersecurity-related matters currently resides with our senior management team. Management oversees the implementation of basic safeguards, including secure login credentials, limited network access, and offsite data backups.
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We have not yet experienced any known material cybersecurity incidents. However, the lack of a formal cybersecurity risk management framework may expose us to vulnerabilities that could have an adverse effect on our operations, financial position, or reputation if not appropriately addressed in the future. We are currently evaluating the need for a more structured cybersecurity program and anticipate allocating resources to strengthen our risk management processes as we grow.
Governance
Cybersecurity oversight is provided by our executive officers, who periodically review cybersecurity considerations as part of their general oversight of business operations and IT needs.
Our management team is responsible for monitoring industry trends, consulting with outside IT vendors, and taking basic steps to protect company systems and data. Although none of our executive officers have formal cybersecurity credentials, we recognize the importance of increasing our capabilities in this area as we scale our operations and infrastructure.
Item 2. Properties.
We do not own any real property and currently lease our offices located at 5225 Canyon Crest Drive, Suite 71-825 Riverside, CA 92507. Our lease is for a virtual office space, and our rent is $25 per month. Our telephone number is (949) 202-9235. During fiscal year 2024 and 2023, we maintained a branch office located at 1F., No. 95, Sec. 1, Xintai 5th Rd., Xizhi Dist., New Taipei City, Taiwan, where the former management team operated. From August 2021 to July 2024, we maintained our principal executive offices at 400 Spectrum Center Dr., Suite 1620, Irvine, CA 92618. In May 2025, we relocated our executive offices to 5225 Canyon Crest Dr., Suite 71-825, Riverside, CA 92507. The Riverside location serves as our current executive office as of the date of this report.
Item 3. Legal Proceedings.
From time to time, we may be involved in routine litigation incidental to the conduct of our business. We are not currently involved in any legal proceedings, and we are not aware of any pending or potential legal actions against us.
As previously disclosed in our Company’s Form 10-K for the fiscal year ended January 31, 2023, and in our Report on Form 8-K filed August 11, 2025, certain of our former officers are involved in civil and criminal proceedings in Taiwan relating to alleged unauthorized use of proprietary know-how and intellectual property. We are not a named party to these proceedings. Please refer to the Form 8-K for additional information regarding those matters.
As of January 31, 2025, and through the date of issuance of these financial statements, management is not aware of any developments that would cause us to conclude that these matters will have a material adverse effect on our financial condition or results of operations.
Item 4. Mine Safety Disclosures.
Not applicable.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.
Market Information
Our common stock is quoted on the OTC Pink marketplace under the symbol “VSBC.” The OTC Pink is a decentralized, quotation-driven market operated by OTC Markets Group, Inc. Because this market is not a national securities exchange, the prices quoted for our stock may not reflect actual trading transactions or represent reliable market values. Quotes are inter-dealer quotations without retail markup.
There is very limited public trading in our common stock. During the fiscal years ended January 31, 2025 and January 31, 2024, trading volume was minimal, and quotations were infrequent. The high and low bid quotations presented below reflect limited market activity and may not represent actual trading prices or an active market for our common stock.
|
| High |
|
| Low |
| ||
Fiscal Quarters for the Fiscal Year ended January 31, 2025(1) |
|
|
|
|
|
| ||
January 31, 2025 |
| $ | 16.00 |
|
| $ | 0.10 |
|
October 31, 2024 |
| $ | 16.00 |
|
| $ | 16.00 |
|
July 31, 2024 |
| $ | 16.00 |
|
| $ | 16.00 |
|
April 30, 2024 |
| $ | 16.00 |
|
| $ | 16.00 |
|
|
|
|
|
|
|
|
|
|
Fiscal Quarters for the Fiscal Year Ended January 31, 2024 |
|
|
|
|
|
|
|
|
January 31, 2024 |
| $ | 15.00 |
|
| $ | 15.00 |
|
October 31, 2023 |
| $ | 16.00 |
|
| $ | 15.00 |
|
July 31, 2023 |
| $ | 16.00 |
|
| $ | 15.00 |
|
April 30, 2023 |
| $ | 15.20 |
|
| $ | 14.60 |
|
Because our stock trades infrequently and with low volume, investors may have difficulty buying or selling shares at desired prices or at all. We make no representation that an active or liquid trading market exists or will develop in the future.
As of January 31, 2025, there were approximately 676 shareholders of record of our common stock. This number does not include beneficial owners who hold their shares in “street name” through brokerage firms or other nominees.
As of June 1, 2026, we had 207,030,030 shares of common stock issued and outstanding held by 708 shareholders.
Dividends
We have never declared or paid dividends on our common stock and do not expect to pay dividends in the foreseeable future. Our sole director will decide whether to declare dividends in the future, and that decision will depend on many factors, including our earnings, cash needs, financial condition, capital requirements, legal and contractual restrictions, and any other factors our sole director considers relevant.
At this time, we plan to retain any available funds and future earnings to support the growth and development of our business. As a result, investors should not expect to receive cash dividends on our common stock in the near term.
There can be no assurance that we will ever declare or pay cash dividends on our common stock.
Recent Sales of Unregistered Securities
We did not issue any unregistered equity securities during the fiscal year ended January 31, 2025.
Transfer Agent
Our transfer agent is Empire Stock Transfer, Inc., located at 1859 Whitney Mesa Dr., Henderson, NV 89014. They can be reached by telephone at (702) 818-5898 or by facsimile at (702) 974-1444.
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Additional Information
Copies of our annual reports on Form 10−K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports filed with the Securities and Exchange Commission (“SEC”) are available free of charge through the SEC’s website at www.sec.gov. These filings are accessible as soon as reasonably practicable after we electronically file or furnish them with the SEC.
The information contained in our filings, including any forward-looking statements, is made as of the date of the respective document. We do not undertake any obligation to update such statements or documents, except as required by applicable law.
Item 6. [Reserved].
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited financial statements and related notes included elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated due to various factors, including those set forth above under “Risk Factors.” Also, 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. We are focused on 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. We currently have no full-time employees other than our sole executive officer and director.
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Development-Stage Status
Although we describe a long-term business strategy involving regenerative medicine technologies, as of January 31, 2025:
| · | We were not engaged in commercial manufacturing or distribution. |
| · | We were not conducting clinical trials. |
| · | We had not incurred research and development expenses. |
| · | We had not obtained FDA or other regulatory approvals. |
Our ability to transition to operational status will require substantial additional capital and regulatory compliance infrastructure.
Results of Operation
For the year ended January 31, 2025, compared to year ended January 31, 2024
|
| Years ended |
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|
|
| ||||||
|
| January 31 |
|
|
|
| ||||||
|
| 2025 |
|
| 2024 |
|
| Changes |
| |||
Revenues |
| $ | - |
|
| $ | - |
|
| $ | - |
|
Operating expenses |
|
| 679,914 |
|
|
| 1,118,562 |
|
|
| (438,648 | ) |
Loss from operations |
|
| (679,914 | ) |
|
| (1,118,562 | ) |
|
| 438,648 |
|
Provision for income taxes |
|
| (95,008 | ) |
|
| - |
|
|
| (95,008 | ) |
Net loss |
| $ | (774,922 | ) |
| $ | (1,118,562 | ) |
| $ | 343,640 |
|
Revenue
We generated no revenue during the fiscal years ended January 31, 2025, and 2024, respectively. We are currently focusing on restructuring our product strategy and developing long-term partnerships rather than pursuing short-term sales.
Operating Expenses
Operating expenses were $679,914 for the year ended January 31, 2025, compared with $1,118,562 for the prior fiscal year. For the years ended January 31, 2025, and 2024, the operating expenses were primarily attributed to professional fees of $180,700 and $283,070, stock-based compensation of $109,911 and $164,865, lease expenses of $99,171 and $255,210, payroll expenses of $252,041 and $138,730, depreciation of $9,957 and $15,062, impairment of equipment of $0 and $10,449 and general and administrative expenses of $28,134 and $251,176, respectively.
Provision for Income Taxes
We did not record a current income tax provision on our operating losses for the years ended January 31, 2025 and 2024, due to our net operating loss position and a full valuation allowance against deferred tax assets. However, during the year ended January 31, 2025, we recognized $95,008 in interest and penalties on historical income tax obligations relating to fiscal year 2022. In accordance with ASC 740-10-45, these amounts are classified as income tax expense in our statement of operations.
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Net Loss
We had a net loss of $774,922 for the year ended January 31, 2025, compared to $1,118,562 for the year ended January 31, 2024. The decrease in net loss of $343,640 was due to a reduction in operating expenses of $438,648 offset by provision for income taxes of $95,008.
Liquidity and Capital Resources
Overview
We have funded our activities primarily through equity issuances and shareholder advances and continue to rely on external funding and available cash balances to meet our working-capital needs. We believe that additional capital will be required to support operations over the next twelve months.
We are 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 as 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.
The following table summarizes our changes in working capital deficiency as of January 31, 2025, and 2024:
|
| January 31 |
|
| January 31, |
|
|
|
| |||
|
| 2025 |
|
| 2024 |
|
| Change |
| |||
Current assets |
| $ | 272 |
|
| $ | 23,627 |
|
| $ | (23,355 | ) |
Current liabilities |
| $ | 4,029,578 |
|
| $ | 3,487,531 |
|
| $ | 542,047 |
|
Working capital (deficiency) |
| $ | (4,029,306 | ) |
| $ | (3,463,904 | ) |
| $ | (565,402 | ) |
As of January 31, 2025, and 2024, current assets were comprised of $272 and $13 in cash and $0 and $23,614 in deposits, respectively.
As of January 31, 2025, and 2024, current liabilities were comprised of $2,411,000 and $2,411,000 in accounts payable - related party, $494,751 and $339,001 in accounts payable and other payables, $313,722 and $218,714 in income tax payable, $0 and $93,334 in operating lease liabilities and $810,105 and $425,482 in advances from related parties, respectively.
Our working capital deficiency increased by $565,402, or 16.32%, to $4,029,306 as of January 31, 2025, compared to working capital deficiency of $3,463,904 as of January 31, 2024. The increase was primarily due to an increase in advances from related parties, accounts payable and other payable and increase in income tax payable, offset by a decrease in operating lease liabilities and current assets. The advances paid directly by related parties on our behalf for operating expenses are reflected as operating activities, while cash proceeds received directly from related parties are classified as financing activities. A substantial portion of our liabilities consist of obligations to related parties that are unsecured, non-interest-bearing, and payable on demand, with no formal repayment terms. Given our current financial condition, there can be no assurance that we will be able to continue operations absent additional capital. We may be required to significantly curtail or cease operations if financing is not obtained in the near term.
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The income tax payable balance primarily relates to historical tax liabilities, and no current income tax expense was recognized due to our net operating loss position and full valuation allowance. During the year ended January 31, 2025, we recognized $95,008 interest and penalty payable related to fiscal year 2022.
Cash Flow Data
The following table summarizes our cash flows for the years ended January 31, 2025, and 2024:
|
| Years ended |
|
|
| |||||||
|
| January 31 |
|
|
| |||||||
|
| 2025 |
|
| 2024 |
|
| Change |
| |||
Cash used in operating activities |
| $ | (14,675 | ) |
| $ | (34,920 | ) |
| $ | 20,245 |
|
Cash provided by financing activity |
| $ | 14,934 |
|
| $ | 5,277 |
|
| $ | 9,657 |
|
Net change in cash |
| $ | 259 |
|
| $ | (29,643 | ) |
| $ | 29,902 |
|
We have funded our activities primarily through shareholder advances, which were discretionary and not subject to a written agreement. 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.
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities. For the year ended January 31, 2025, net cash flows used in operating activities was $14,675, consisting of a net loss of $774,922, reduced by depreciation expense of $9,957, non-cash lease expenses of $89,652, stock-based compensation of $109,911, advances from related party for operating expenses of $369,689, income tax expenses payable of $95,008 and reduced by a net change in working capital of $86,030.
For the year ended January 31, 2024, net cash flows used in operating activities was $34,920, consisting of a net loss of $1,118,562, reduced by depreciation expenses of $15,062, impairment of equipment of $10,449, non-cash lease expenses of $166,030, stock-based compensation of $164,865, advances from related party for operating expenses of $205,523, accounts receivable of $380,000 and reduced by a net change in working capital of $141,713.
Cash Flows from Investing Activities
We had no investing activities during the years ended January 31, 2025, and 2024.
Cash Flows from Financing Activity
During the years ended January 31, 2025, and 2024, we had financing inflow of $14,934 and $5,277 from advances from related party, respectively.
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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 have incurred losses and negative cash flow from operations. We believe that our current cash resources are not sufficient to fund our 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.
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. As discussed in Note 2 to the financial statements, the Company has limited liquidity and substantial obligations that may be payable on demand.
Our financial statements have been prepared assuming we will continue as a going concern. As of January 31, 2025, we had a net loss of $774,922, an accumulated deficit of $5,281,503, a working capital deficiency of $4,029,306, and negative operating cash flows of $14,675, which is due to our limited operations. These factors raise substantial doubt about our ability to continue as a going concern within one year from the issuance of these financial statements.
Our ability to continue as a going concern depends upon our ability to obtain additional funding, restructuring advances from related parties, and implement a business plan that generates sustainable revenues. There can be no assurance that we will be successful in these efforts. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be unable to continue as a going concern. Management’s plans include seeking additional equity financing, negotiating extensions of related-party obligations, and reducing discretionary operating expenditures.
Off-Balance Sheet Arrangements
As of the date of this Annual 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 related-party advances and issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.
Without further related-party advances or equity issuances, our cash flows are not 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 related-party advances. 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 related-party advances. 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.
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Critical Accounting Policies and Estimates
Use of Estimates
Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of financial statements requires management to make estimates and assumptions, including, but not limited to, stock-based compensation, lease liabilities, and going concern assessment. Our significant accounting policies are described in Note 3 to the financial statements. We consider the following policies and estimates to be critical because they involve significant judgments and assumptions and could materially affect our financial condition and 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 stock-based compensation, lease accounting, and going concern assessment.
Significant estimates and assumptions reflected in the financial statements for the years ended January 31, 2025 and 2024, include, but are not limited to:
Allowance for Credit Losses
We evaluate financial assets measured at amortized cost, including accounts receivable, for expected credit losses under ASC 326. The estimate incorporates historical loss experience, current economic conditions, and reasonable and supportable forecasts. Changes in these factors could materially affect the allowance recorded.
Lease Accounting
Under ASC 842, we recognize right-of-use assets and lease liabilities for operating leases. When the implicit rate in a lease is not readily determinable, we estimate an incremental borrowing rate based on available market information and our credit profile. Changes in assumptions regarding discount rates could impact lease liabilities and related expenses.
Stock-Based Compensation
We account for equity-based awards under ASC 718. The fair value of equity awards is measured at the grant date and recognized over the requisite service period. The determination of fair value may require management to make assumptions regarding expected term, volatility, and other valuation inputs, as applicable.
Going Concern Assessment
In accordance with ASC 205-40, we evaluate whether conditions or events raise substantial doubt about our ability to continue as a going concern within one year from the issuance date of the financial statements. This assessment requires management to evaluate liquidity, forecasted cash flows, and the availability of financing or related-party support. As discussed in Note 2 of the financial statements, the Company has limited liquidity and substantial obligations that may be payable on demand.
Because these estimates require management judgment, actual results could differ materially from those estimates.
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.
| 23 |
| Table of Contents |
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 maturity of these instruments.
Material Commitments
None.
Purchase of Significant Equipment
We do not intend to purchase any significant equipment during the next twelve months.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
We are a smaller reporting company and not required to provide this information.
| 24 |
| Table of Contents |
Item 8. Financial Statements and Supplementary Data.
INDEX TO FINANCIAL STATEMENTS
| 25 |
| Table of Contents |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders of
VitaSpring Biomedical Co. Ltd.
5225 Canyon Crest Drive,
Suite 71-825,
Riverside,
CA 92507
Opinion on the Financial Statements
We have audited the accompanying balance sheets of VitaSpring Biomedical Co. Ltd. (the “Company”) as of January 31, 2025 and 2024, and the related statements of operations, statements of changes in stockholders’ (deficit) equity, and statements of cash flows for each of the years in the two-year period ended January 31, 2025, and 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of January 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended January 31, 2025 and 2024, in conformity with the accounting principles generally accepted in the United States of America.
Substantial Doubt About the Entity’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company incurred a net loss of $774,922, an accumulated deficit of $5,281,503 and negative cash flows from operating activities amounting to $14,675 for year ended January 31, 2025. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters communicated are matters arising from current period audit of the financial statements that were communicated or required to be communicated to the Board of Directors (or Those Charged with Governance) and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. We determined that there are no critical audit matters.
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We have served as the Company’s auditor since 2025. |
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June 8, 2026 |
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PCAOB ID:
| F- 1 |
| Table of Contents |
VITASPRING BIOMEDICAL CO., LTD.
BALANCE SHEETS
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ASSETS |
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CURRENT ASSETS |
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Cash |
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Deposits |
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Total current assets |
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LONG-TERM ASSETS |
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Equipment and vehicle, net |
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Operating lease right-of-use asset |
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Total long-term assets |
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Total assets |
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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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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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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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The accompanying notes are an integral part of these audited financial statements.
| F- 2 |
| Table of Contents |
VITASPRING BIOMEDICAL CO., LTD.
STATEMENTS OF OPERATIONS
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Revenues |
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Operating Expenses |
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Selling, general and administrative expenses |
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Loss from operations |
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Net loss from operations before provision for income taxes |
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Provision for income tax expense |
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Net loss |
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Net loss per share: Basic and diluted |
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Weighted average number of shares outstanding: Basic and diluted |
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The accompanying notes are an integral part of these audited financial statements.
| F- 3 |
| Table of Contents |
VITASPRING BIOMEDICAL CO., LTD.
STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY
FOR THE YEARS ENDED JANUARY 31, 2025, AND 2024
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Balance, January 31, 2023 |
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Stock-based compensation |
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Net loss |
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Balance, January 31, 2024 |
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Stock-based compensation |
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Net loss |
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Balance, January 31, 2025 |
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The accompanying notes are an integral part of these audited financial statements.
| F- 4 |
| Table of Contents |
VITASPRING BIOMEDICAL CO., LTD.
STATEMENTS OF CASH FLOWS
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net loss |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Depreciation expense |
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Impairment of equipment |
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Non-cash lease expense |
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Stock-based compensation |
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Changes in assets and liabilities: |
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Prepaid expenses |
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Deposits |
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Accounts payable and other payables |
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Change in operating lease liability |
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Income tax expenses payable |
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Advances from related party for operating expenses |
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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 party |
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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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Supplemental cash flow disclosures: |
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Income taxes paid |
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Interest expense paid |
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Non-cash investing and financing activity |
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Stock-based compensation for restricted common shares |
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The accompanying notes are an integral part of these audited financial statements.
| F- 5 |
| Table of Contents |
VITASPRING BIOMEDICAL CO., LTD.
Notes to Financial Statements
January 31, 2025, and 2024
Note 1 – ORGANIZATION AND NATURE OF BUSINESS
VitaSpring Biomedical Co., Ltd. (formerly Shemn Corp.) (“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. As of January 31, 2025, the Company had cash of $
The Company’s minimal cash balance, recurring operating losses, and significant working capital deficit raise substantial doubt about its ability to continue as a going concern within one year after the date that the financial statements are issued. The Company has historically financed its operations through advances from related parties and equity issuances. Management plans to continue seeking additional capital through equity financing, strategic partnerships, and related-party support in order to fund operating expenses and meet its obligations as they become due. However, there can be no assurance that such financing will be available on acceptable terms, or at all.
The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Note 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The accompanying financial statements have been prepared in accordance with GAAP. The Company’s year-end is January 31.
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.
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.
| F- 6 |
| Table of Contents |
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 including, but not limited to, stock-based compensation, allowances for credit losses, tax expense valuation allowances, and the assessment of our ability to continue as a going concern. Actual results could differ from those estimates.
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 had cash of $
Allowance for Credit Loss
Effective February 1, 2022 the Company adopted Accounting Standards Update (ASU) 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires entities to estimate expected credit losses over the life of financial assets measured at amortized cost using a current expected credit loss (CECL) model. The adoption did not have a material impact on the Company’s financial statements.
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.
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 following table presents the gross accounts receivable, allowance for credit loss, and net accounts receivable as of January 31, 2025, and 2024:
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Accounts receivable - Gross |
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Less: Allowance for credit loss |
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Accounts receivable - net |
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The Company has elected to maintain a full allowance against these balances rather than writing them off, as certain legal or recovery rights may still exist. However, no collection is expected.
Impairment of Long-lived Assets
Long-lived assets with finite lives, primarily property and equipment, and operating lease right-of-use assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the estimated cash flows from the use of the asset and its eventual disposition are below the asset’s carrying value, then the asset is deemed to be impaired and written down to its fair value. During the years ended January 31, 2025, and 2024, the Company recognized impairment of equipment of $
| F- 7 |
| Table of Contents |
Equipment and Vehicle, Depreciation, Amortization and Capitalization
Equipment and vehicle 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
As of January 31, 2025, and 2024, vehicle and equipment consisted of the following:
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Vehicle |
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Furniture and equipment |
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Computer |
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Accumulated depreciation |
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Accumulated impairment |
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Total vehicle and equipment, net |
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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 regularly evaluates accounts payable balances to ensure completeness and accuracy and considers all amounts 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. Other than historical tax obligations, the Company did not incur any material interest or penalties on past due balances during the periods presented.
On May 18, 2026, we entered into a written deferred payment agreement with a related party with respect to our $
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.
| F- 8 |
| Table of Contents |
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 advances from a related part approximates its fair value due to their short-term maturity.
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 to be sustained. Recognized income tax positions are measured at the largest amount that is greater than
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.
The income tax payable balance of $
Revenue Recognition
The Company recognizes revenue from its contracts with customers in accordance with ASC 606 – Revenue from Contracts with Customers. The Company recognizes revenues when satisfying the performance obligation of the associated contract that reflects the consideration expected to be received based on the terms of the contract.
Revenue related to contracts with customers is evaluated utilizing the following steps:
| (i) | Identify the contract, or contracts, with a customer; |
| (ii) | Identify the performance obligations in the contract; |
| (iii) | Determine the transaction price; |
| (iv) | Allocate the transaction price to the performance obligations in the contract; |
| (v) | Recognize revenue when the Company satisfies a performance obligation. |
The Company did not generate any revenue during the years ended January 31, 2025, and 2024 and currently does not have active revenue-generating operations.
| F- 9 |
| Table of Contents |
Basic (Loss) Income Per Share
The Company computes (loss) income per share in accordance with FASB ASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net (loss) income available to common shareholders by the weighted average number of outstanding common shares during the year.
Diluted (loss) income per share gives effect to all dilutive potential common shares outstanding during the year. Dilutive loss per share excludes all potential common shares when their inclusion would be anti-dilutive.
For the years ended January 31, 2025, and 2024, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive:
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Comprehensive Income (Loss)
Comprehensive income (loss) is defined as all changes in stockholders’ equity (deficit), exclusive transactions with owners, such as capital investments. Comprehensive income (loss) includes net income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on investments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. As of January 31, 2025, and 2024, there were no differences between the Company’s comprehensive loss and net loss.
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 the statement of operations.
| F- 10 |
| Table of Contents |
Leases
The Company accounts for leases in accordance with ASC Topic 842. The Company’s non-cancelable office lease commenced August 2021 and expired July 2024. As of January 31, 2025 and 2024, the Company had $
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 expenses 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 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 fiscal year ending January 31, 2026. The Company has adopted ASU 2023-09 and will apply the standard prospectively.
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.
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 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.
| F- 11 |
| Table of Contents |
In December 2025, the FASB issued ASU 2025-12, “Codification Improvements”, which makes minor corrections, clarifications, and enhancements across the FASB Accounting Standards Codification. ASU2025-12 is effective for the Company for its fiscal year and all interim periods beginning January 1, 2027, on a prospective basis. Early adoption is permitted. The Company is evaluating the impact that the updated standard will have on its financial statement disclosures.
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 years ended January 31, 2025, and 2024, the Company received advances totaling $
Due to Related Party
In prior years, the Company sourced 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 January 31, 2025. These shareholders are also family members of the Company’s Chairman. As of January 31, 2025, and 2024, amounts due to this related party totaled $
As of January 31, 2025, and 2024, the Company does not have written agreements governing the repayment terms of related-party balances. These obligations are unsecured non-interest-bearing, and payable on demand. On May 18, 2026, the Company entered into a deferred payment agreement with a related party. Both parties agreed to defer collection efforts for a period of twenty-four (24) months from May 18, 2026, and the related party will not demand immediate repayment of the outstanding balance. No assurance can be provided that related parties will continue to provide financial support or refrain from demanding repayment. The Company has not adopted a formal-related-party transaction policy, and all such transactions are approved by management. These related-party relationships and financial dependencies are further discussed under “Risk Factors–Risk Related to Related-Party Transactions and Conflicts of Interest.”
Note 5 – EQUITY
Common Stock
The number of authorized shares of common stock under the Certificate of Incorporation is
During the years ended January 31, 2025, and 2024, the Company did not issue any shares of common stock.
There were
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- 12 |
| 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 years ended January 31, 2025, and 2024 are summarized as follows:
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January 31, 2025 - Expected to Vest |
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For the years ended January 31,2025 and 2024, the Company recognized stock-based compensation amounted to $
As of January 31, 2025, all stock-based compensation cost related to non-vested awards had been fully recognized, and there was no remaining unrecognized compensation cost.
Note 6 – OPERATING LEASES
Operating lease right -of-use (“ROU”) assets and operating lease liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. ROU assets represent the Company’s right to use an underlying asset for the term of lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease.
| F- 13 |
| Table of Contents |
The Company has elected the short-term lease exemption for leases with an initial term of twelve months or less and does not recognize right-of-use assets or lease liabilities for such leases. Short-term lease payments are recognized as lease expense on a straight-line basis over the lease term. The Company also elected the practical expedient not to separate lease and non-lease components for its operating leases.
The Company determines the present value of lease payments using the interest rate implicit in the lease when readily determinable. When the implicit rate is not readily determinable, the Company uses its incremental borrowing rate, which represents the rate of interest the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments over a similar term. The Company’s incremental borrowing rate is a hypothetical rate based on management’s estimate of the Company’s credit profile and prevailing market conditions.
The operating lease ROU asset includes lease payments made prior to the commencement date and excludes lease incentives. Lease expense for operating leases is recognized on a straight-line basis over the lease term.
The Company leases office space under operating lease arrangements. These leases generally require fixed monthly payments and may include variable payments such as common area maintenance charges, utilities, and other operating costs. The Company’s leases do not contain residual value guarantees or material restrictive covenants.
In July 2021, the Company entered into a non-cancelable operating lease for an office facility in Irvine, California.
There were no lease transactions classified as finance leases for the years ended January 31, 2025, and 2024.
The table below summarizes the components of operating lease costs related to operating leases for the years ended January 31, 2025, and 2024.
The components of lease expense were as follows:
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Operating lease cost |
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Supplementary information on cash flow and other information for leasing activities for the years ended January 31, 2025, and 2024 are as follows:
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Cash paid for operating cash flows from operating leases |
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Supplemental balance sheet information related to leases consists of:
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| F- 14 |
| Table of Contents |
Note 7 – COMMITMENTS AND CONTINGENCIES
Legal Proceedings
The Company is from time to time involved in routine litigation incidental to the conduct of our business. Management believes that no pending litigation matters to which it is a party is likely to have a material adverse effect on the Company’s financial condition or results of operations.
As previously disclosed in our Company’s Form 10-K for the fiscal year ended January 31, 2023, and in our Report on Form 8-K filed August 11, 2025, certain of our former officers are involved in civil and criminal proceedings in Taiwan relating to alleged unauthorized use of proprietary know-how and intellectual property. The Company is not a named party to these proceedings.
As of January 31, 2025, and through the date of issuance of these financial statements, management is not aware of any developments that would cause the Company to conclude that these matters will have a material adverse effect on its financial condition or results of operations.
Note 8 – INCOME TAXES
The Company did not record a current income tax provision on its operating losses for the years ended January 31, 2025 and 2024 due to net operating losses and a full valuation allowance against deferred tax assets. In accordance with ASC 740-10-45-25, the Company has elected to classify interest and penalties on income tax obligations as income tax expense. During the year ended January 31, 2025, the Company recognized $
Due to uncertainties surrounding the Company’s ability to generate future taxable income to realize deferred income tax assets arising as a result of net operating losses carried forward, the Company has not recorded any deferred income tax assets as of January 31, 2025. The Company has incurred a net operating loss (NOL) of $
The following is a reconciliation of the federal statutory tax rate to the effective tax rate:
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The tax effects of cumulative temporary differences that gave rise to the deferred tax assets and liabilities were as follows:
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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 January 31, 2025, through the date the financial statements were issued. Based on our evaluation unless noted below, no material events have occurred that require disclosure.
On May 18, 2026, the Company entered into a deferred payment agreement with a related party for the amount of $
| F- 15 |
| Table of Contents |
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. 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.
As of the end of the fiscal year ended January 31, 2025, 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 January 31, 2025, 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 January 31, 2025, 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.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the fiscal year ended January 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
None.
Item 9C. Disclosures Regarding Foreign Jurisdictions that Prevent Inspections.
The Public Company Accounting Oversight Board (“PCAOB”) is currently able to inspect or investigate completely our independent registered public accounting firm, as the firm is located in a jurisdiction that permits such inspections.
We are not currently identified by the Securities and Exchange Commission as a “Commission-Identified Issuer” under the Holding Foreign Companies Accountable Act.
We do not have any operations or subsidiaries organized in, or with a principal office in, a foreign jurisdiction that prevents the PCAOB from conducting inspections or investigations of registered public accounting firms.
| 26 |
| Table of Contents |
PART III
Item 10. Directors, Executive Officers, Promoters And Control Persons; Compliance With Section 16(A) Of The Exchange Act
The board of directors elects our executive officers annually. A majority vote of the directors who are in office is required to fill vacancies. Each director is elected for the term of one year, and until his or her successor is elected and qualified, or until his earlier resignation or removal. As of January 31, 2026, we had only one director. The name, address, age and position of our officers and sole director is as follows:
Name and Address of Executive Officer and/or Director | Age |
| Position |
| Served Since | |
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Ssu-Chuan Lai, Ph.D. 5225 Canyon Crest Dr., Ste 71-825 Riverside CA 92507 |
| 40 |
| Chairperson, Chief Executive Officer, President, CFO, Treasurer, and Secretary |
| August 7, 2025 |
Ssu-Chuan Lai, Ph.D. has served as our sole director, chief executive officer, president, chief financial officer, treasure, and treasurer since August 7, 2025.
Dr. Lai holds a Ph.D. in Medical Science from Taipei Medical University, as well as M.S. and B.S. degrees in Physical Therapy from China Medical University and Tzu Chi University, respectively. She has over a decade of experience spanning biomedical research, clinical rehabilitation, and cell manufacturing operations.
Since 2023, Dr. Lai has served as Vice General Manager of the Cell Manufacturing Division at Biospring Medical Co., Ltd., where she led the setup and management of a 660+ m² GTP/GMP-compliant cell manufacturing center. In this role, she oversaw cross-functional teams, ensured compliance with GTP, GMP, and ISO 17025 standards, and facilitated the transition of research projects into scalable, manufacturing-ready pipelines.
Previously, Dr. Lai held positions as Senior Engineer in the same division and as a Ph.D. Research Assistant at Taipei Medical University, focusing on stem cell and tissue engineering research for translational projects. She also has clinical experience as a licensed physical therapist in Taiwan.
Dr. Lai has completed full training in ISO 17025 Quality Management, Good Manufacturing Practice (GMP), and Good Tissue Practice (GTP), and is recognized for her expertise in facility setup, regulatory-compliant manufacturing, and cross-department collaboration in the biotechnology sector.
The board of directors elects our executive officers annually. A majority vote of the directors who are in office is required to fill vacancies. Each director is elected for the term of one year, and until his or her successor is elected and qualified, or until his earlier resignation or removal. From January 31, 2023 to August 7, 2025, we had only 2 directors. The name, address, age and position of our four officers and two directors were as follows:
| 27 |
| Table of Contents |
Name and Address of Executive Officer and/or Director | Age |
| Position |
| Served Since | |
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Pao-Chi Chu 10F, No. 93, Section 1 Xintaiwu Rd., XiZhi Dist. New Taipei City, 221, TWN |
| 70 |
| President, Chairman |
| January 21, 2020 |
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Cheng-Hsiang Kao 10F, No. 93, Section 1 Xintaiwu Rd., XiZhi Dist. New Taipei City, 221, TWN |
| 70 |
| Chief Executive Officer, Secretary, Director |
| January 21, 2020 |
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Che-Li Lin (previously incorrectly identified in prior filings as “Jer-Li Lin”) 10F, No. 93, Section 1 Xintaiwu Rd., XiZhi Dist. New Taipei City, 221, TWN |
| 59 |
| Chief Technical Officer |
| January 21, 2020 |
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Yen-Hsun Chen (previously incorrectly identified in prior filing as “Yen Xun Chen”) 10F, No. 93, Section 1 Xintaiwu Rd., XiZhi Dist. New Taipei City, 221, TWN |
| 39 |
| Technical Vice President |
| January 21, 2020 |
Mr. Pao-Chi Chu served as our Chairman of the Board and President from July 2020 until his resignation on August 7, 2025. From 2006 until the present, Mr. Chu has also served as the Chairman of Mucho Biotech Co., Ltd., Chairman of Mucho Furich Co., Ltd. and Chairman of Mucho Biomedical Co., Ltd.. He is a graduate of Fu Jen Catholic University, Taipei, Taiwan.
Mr. Cheng-Hsiang Kao served as our Chief Executive Officer, Secretary, and a director from July 2020 until his resignation on August 7, 2025. From 2016 until 2020, Mr. Kao has been the CEO of, Mucho Furich Co., Ltd. From 2004 until 2016, he was a CEO of Mucho Biotech Co., Ltd. He is a graduate of National Chengchi University, Department of Diplomacy.
Mr. Che-Li Lin served as our Chief Executive Officer from January 21, 2020, until his resignation on August 7, 2025. From 2017 until 2020, Mr. Lin served as the Tech. VP of Mucho Biotech Co., Ltd.. From 2010 until 2016, he was a Project manager of Da Jer Biotech Co., Ltd. Mr. Lin is a graduate of National Taiwan University, MS, Institute of Biochemistry.
Mr. Yen-Hsun Chen served as our Technical Vice President from January 21, 2020, until his resignation on August 7, 2025. From 2017 to 2020, Mr. Chen has been the Tech. VP of Mucho Biotech Co., Ltd. From 2010 until 2016, he was a Supervisor of Taiwan Cordyceps Association. Mr. Chen is a graduate of National Taiwan University, MS, Institute of Fisheries Science.
Corporate Governance
We did not maintain standing audit, compensation, or nominating committees during the period. The Board performed the functions of such committees.
We were in the development stage since 2023 and operated with limited personnel and resources. As we expand our operations, we intend to implement appropriate corporate governance practices consistent with the requirements applicable to smaller reporting companies.
| 28 |
| Table of Contents |
Principal Executive Offices
During fiscal 2024, we maintained a branch office located at 1F., No. 95, Sec. 1, Xintai 5th Rd., Xizhi Dist., New Taipei City, Taiwan, where the former management team operated. From August 2021 to July 2024, we maintained our principal executive offices at 400 Spectrum Center Dr., Suite 1620, Irvine, CA 92618. In May 2025, we located our executive offices to 5225 Canyon Crest Dr., Suite 71-825, Riverside, CA 92507. The Riverside location serves as our current executive office as of the date of this report.
Subsequent Changes in Management
Effective August 7, 2025, Ms. Ssu-Chuan Lai was appointed as our Chief Executive Officer, President, Chief Financial Officer, Secretary, Treasurer, and sole Director. Messrs. Kao, Chu, Lin, and Chen resigned from all officer and director positions effective August 7, 2025. Ms. Ssu-Chuan Lai currently serves as our sole executive officer and director as of the date of this filing.
Delinquent Section 16(a) Reports
Our common stock is not registered pursuant to Section 12 of the Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, our officers, director and principal stockholders are not subject to the beneficial ownership reporting requirements of Section 16(a) of the Exchange Act.
Code of Business Conduct
We have not adopted a Code of Business Conduct within the meaning of Item 406(b) of Regulation S-K. We intend to adopt one in Q2 of 2026.
Board Committees
As of the date of this filing, since we have only one director, we do not have any standing committees of our Board of Directors, such as an audit committee, compensation committee, or nominating and corporate governance committee. The functions customarily attributable to such committees are currently performed by our sole director.
We intend to evaluate the formation of appropriate Board committees as our operations grow and as required to comply with applicable regulatory or exchange listing requirements.
| 29 |
| Table of Contents |
Item 11. Executive Compensation.
The table below summarizes the total compensation earned by each of our named executive Officers (“NEOs”) for the years ended January 31, 2025 and 2024.
SUMMARY COMPENSATION TABLE
Name and principal position |
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| (j) |
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Pao-Chi Chu(1) |
| 2025 |
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| - |
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| - |
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| - |
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| - |
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| - |
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| - |
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| - |
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| - |
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| 2024 |
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| - |
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| - |
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| - |
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| - |
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| - |
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| - |
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| - |
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| - |
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Cheng-Hsiang Kao(2) |
| 2025 |
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| - |
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| - |
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| - |
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| - |
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| - |
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| - |
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| - |
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| - |
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| 2024 |
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| - |
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| - |
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| - |
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| - |
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| - |
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| - |
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| - |
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| - |
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Che-Li Lin(3) |
| 2025 |
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| - |
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| - |
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| - |
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| - |
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| - |
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| - |
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| - |
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| - |
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| 2024 |
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| - |
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| - |
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| - |
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| - |
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| - |
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| - |
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| - |
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| - |
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Yen-Hsun Chen(4) |
| 2025 |
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| - |
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| - |
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| - |
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| - |
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| - |
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| - |
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| - |
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| - |
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| 2024 |
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| - |
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| - |
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| - |
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| - |
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| - |
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| - |
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| - |
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| - |
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| (1) | Mr. Chu served as Chairman of the Board until his resignation on August 7, 2025. |
| (2) | Mr. Kao served as Chief Executive Officer and a director until his resignation on August 7, 2025. |
| (3) | Mr. Lin served as Chief Technical Officer until his resignation on August 7, 2025. |
| (4) | Mr. Chen served as Technical Vice President until his resignation on August 7, 2025. |
Director Compensation(1) | ||||||||||||||||||||||||||||
Name |
| Fees earned or paid in cash ($) |
|
| Stock awards ($) |
|
| Option awards ($) |
|
| Non-equity incentive plan compensation ($) |
|
| Change in pension value and nonqualified deferred compensation earnings |
|
| All other compensation ($) |
|
| Total ($) |
| |||||||
Pao-Chi Chu |
|
| - |
|
|
| - |
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| - |
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| - |
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| - |
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| - |
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| - |
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Cheng-Hsiang Kao |
|
| - |
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| - |
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| - |
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| - |
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| - |
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| - |
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| - |
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(1) | None of our directors received any compensation for the fiscal years ended January 31, 2025 or 2024. |
There are no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any.
| 30 |
| Table of Contents |
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matter.
Security ownership of certain beneficial owners
The following table sets forth the beneficial ownership (and the percentages of outstanding shares represented by such beneficial ownership) as of May 29, 2026, of (i) each of our current directors, (ii) the current NEOs named in the “Summary Compensation Table” contained in this Form 10-K, (iii) each person known to us to be the beneficial owner of more than 5% of the outstanding shares of our common stock based upon Schedules 13G or 13D filed with the SEC; and (iv) all current directors and executive officers as a group. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed below, based on information provided by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable. Persons, who have the power to vote or dispose of common stock of the Company, either alone or jointly with others, are deemed to be beneficial owners of such common stock.
Title of Class |
| Name and address of beneficial owner(1) |
| Number of Shares Beneficially Owned |
|
| Percent of class(2) |
| ||
Common Stock |
| Named Executive Officers and Directors |
|
|
|
|
|
| ||
Common Stock |
| Pao-Chi Chu(3) |
|
| 25,000,000 |
|
|
| 12.08 |
|
Common Stock |
| Cheng-Hsiang Kao(4) |
|
| 12,000,000 |
|
|
| 5.80 |
|
Common Stock |
| Che-Li Lin(5) |
|
| 2,000,010 |
|
|
| 0.97 |
|
Common Stock |
| Yen-Hsun Chen(6) |
|
| 13,000,010 |
|
|
| 6.28 |
|
Common Stock |
| Ssu-Chuan Lai(9) |
|
| 300,000 |
|
|
| 0.15 |
|
Common Stock |
| Li-Li Chu(7) |
|
| 39,999,980 |
|
|
| 19.32 |
|
Common Stock |
| Lin-Lin Chu(8) |
|
| 17,000,000 |
|
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| 8.21 |
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| All (former) directors, executive officers, and greater than 5% shareholders |
|
| 109,300,000 |
|
|
| 52.81 | % |
(1) | Unless otherwise indicated, the business address of each of the individuals is c/o VitaSpring Biomedical Co., Ltd., 5225 Canyon Crest Drive, Suite 71-825, Riverside, CA 92507. |
|
|
(2) | Percentage of beneficial ownership is based upon 207,030,030 shares of common stock. |
|
|
(3) | Pao-Chi Chu’s address is 2F, No. 356, Sec. 1, Dunhua S. Rd., Da’an Dist., Taipei City, 10600, Taiwan |
|
|
(4) | Cheng-Hsiang Kao’s address is 2F., No. 24, Aly. 6, Ln, 123, Sec. 5, Nanjing E. Rd., Songshan Dist, Taipei City, 10500, Taiwan |
|
|
(5) | Che-Li Lin’s address is No. 210, 7th Neighborhood, Jilin Rd., Zhongshal Dist, Taipei City, 10469, Taiwan |
|
|
(6) | Yen-Hsun Chen’s address is 4F, No. 22, Ln. 119, Zhulin Rd., Yonghe Dist, New Taipei City, 234 Taiwan |
|
|
(7) | 8F-7, No. 81, Sec. 3, Bade Rd., Songshan Dist., Taipei City, 10500 Taiwan |
|
|
(8) | No 43-6, Shicaoikeng, Sanshi Dist., New Taipei City, 252, Taiwan |
|
|
(9) | Ssu-Chuan Lai is President, Chief Executive Officer and Principal Financial Officer as of the filling of this report |
Item 13. Certain Relationships and Related Transactions, and Director Independence.
We do not currently have a formal written policy for the review, approval, or ratification of related party transactions. As of the date of this filing, our sole director and principal executive officer is Ms. Ssu-Chuan Lai.
| 31 |
| Table of Contents |
Advances from Related Party
During the years ended January 31, 2025, and 2024, we received advances totaling $14,934 and $5,277, from Cheng-Hsiang Kao, our former Chief Executive Officer and a major shareholder, in addition the operating expenses of $369,689 and $205,523 were paid on our behalf, respectively. These advances are unsecured, non-interest bearing, and payable on demand. As of January 31, 2025, and 2024, the total amount of shareholder advances outstanding was $810,105 and $425,482, respectively.
Due to Related Party
Historically, we sourced certain inventory and materials exclusively from a vendor wholly owned by shareholders who collectively hold more than 20% of our outstanding common shares as of January 31, 2025. These shareholders are also family members of our former Chairman. As of January 31, 2025, and 2024, amounts due to this related party totaled $2,411,000 and are disclosed in Accounts Payable – related party on the balance sheets. On May 18, 2026, we entered into a deferred payment agreement with a related party, both parties agreed to defer collection efforts for a period of twenty-four (24) months from May 18, 2026, and the related party will not demand immediate repayment of the outstanding balance of $2,411,000.
Director Independence
As of the date of this filing, our Board of Directors consists of a single individual, Ms. Ssu-Chuan Lai. We are not listed on a national securities exchange and are therefore not subject to any listing requirements requiring independent directors. We have assessed independence using the standards set forth under Rule 5605(a)(2) of the Nasdaq Listing Rules and determined that Ms. Lai does not qualify as an independent director. As a result, our Board currently lacks independent representation.
We intend to consider appointing one or more independent directors in the future as part of our corporate governance initiatives.
Item 14. Principal Accountant Fees and Services.
Set forth below is a summary of certain fees paid to our independent auditor, JP Centurion & Partners PLT for services for the fiscal years 2025 and 2024.
Fee Category |
| Fiscal Year 2025 |
|
| Fiscal Year 2024 |
| ||
Audit Fees |
| $ | 23,950 |
|
| $ | 23,950 |
|
Audit-Related Fees |
|
| - |
|
|
| - |
|
Tax Fees |
|
| - |
|
|
| - |
|
All Other Fees |
|
| - |
|
|
| - |
|
Total |
| $ | 23,950 |
|
| $ | 23,950 |
|
Audit Fees
Audit fees were for professional services rendered in connection with the audit of our annual financial statements set forth in our Annual Reports on Form 10-K, the review of our quarterly financial statements set forth in our Quarterly Reports on Form 10-Q and consents for other SEC filings.
On August 20, 2025, we engaged JP Centurion & Partners PLT for the audit of our fiscal years ended January 31, 2025, and 2024 and their fees are $23,950 and $23,950, respectively.
Approval of Services Provided by Independent Registered Public Accounting Firm
Our sole director has considered whether the provision of non-audit services by our independent registered public accounting firm is compatible with maintaining auditor independence and has concluded that such services do not impair the auditor’s independence.
Our sole director has adopted policies and procedures for the pre-approval of all audit and permissible non-audit services to be provided by the external auditor. These policies require that all services be pre-approved by the sole director, including specific approval of individual engagements and general pre-approval of certain categories of services. Our sole director also annually approves the audit engagement terms and related budget for the annual audit of our financial statements performed in accordance with U.S. generally accepted accounting principles (GAAP).
| 32 |
| Table of Contents |
PART IV
Item 15. Exhibit and Financial Statement Schedules.
(a) | (1) Financial Statements |
The following documents are filed as part of this report:
The Financial Statements of VitaSpring Biomedical Co., Ltd. for each of the two fiscal years in the years ended January 31, 2025, and January 31, 2024, together with the report of the Independent Registered Public Accounting Firm, are set forth on pages F-1 through F-15 of this Report.
| ||
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|
(31) |
| Rule 13a-14(a)/15d-14(a) Certification |
| ||
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(32) |
| Section 1350 Certification |
| ||
|
|
|
101* |
| Inline XBRL Document Set for the financial statements and accompanying notes in Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. |
|
|
|
104* |
| Inline XBRL for the cover page of this Annual Report on Form 10-K, included in the Exhibit 101 Inline XBRL Document Set |
Item 16. Form 10-K Summary.
None.
| 33 |
| Table of Contents |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
| VITASPRING BIOMEDICAL CO., LTD. |
|
|
|
|
|
Date: June 8, 2026 |
| /s/ Ssu-Chuan Lai |
|
|
| Ssu-Chuan Lai |
|
|
| Director, President, Chief Executive Officer, and Principal Financial Officer and Principal Accounting Officer |
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities on the dates indicated.
|
| VITASPRING BIOMEDICAL CO., LTD. |
|
|
|
|
|
Date: June 8, 2026 |
| /s/ Ssu-Chuan Lai |
|
|
| Ssu-Chuan Lai |
|
|
| Director, President and Chief Executive Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
|
| 34 |
EXHIBIT 23.1
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation of our report dated June 8, 2026 in the Form 10-K, under the Securities Exchange Act of 1934 with respect to the balance sheets of VitaSpring Biomedical Co. Ltd. (the “Company”) as of January 31, 2025 and the related statement of operations, statement of changes in stockholders’ (deficit) equity, and statement of cash flows for the fiscal year ended January 31, 2025, and the related notes included herein.
/s/ JP Centurion & Partners PLT
JP Centurion & Partners PLT (PCAOB: 6723)
Kuala Lumpur, Malaysia
June 8, 2026
EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
AND CHIEF FINANCIAL OFFICER
REQUIRED BY RULE 13A-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 AS AMENDED,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Ssu-Chuan Lai, certify that:
| 1. | I have reviewed this Annual Report on Form 10-K of VitaSpring Biomedical Co., Ltd. (the “registrant”); |
| 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 annual report; |
| 3. | Based on my knowledge, the financial statements and other financial information included in this annual 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 annual report; |
| 4. | The registrant’s other certifying officer(s) and I are 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: |
|
| (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; |
|
|
|
|
|
| (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. | The registrant’s other certifying officer(s) and 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): |
|
| (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. |
|
|
| VITASPRING BIOMEDICAL CO., LTD. |
|
|
|
|
|
|
| Date: June 8, 2026 |
| /s/ Ssu-Chuan Lai |
|
|
|
| Ssu-Chuan Lai |
|
|
|
| President and Chief Executive Officer (Principal Financial Officer and Principal Accounting Officer) |
|
EXHIBIT 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
AND CHIEF FINANCIAL OFFICER
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 Annual Report of VitaSpring Biomedical Co., Ltd (the “Company”) on Form 10-K for the year ended January 31, 2025, as filed with the Securities and Exchange Commission on or about the date hereof (the “Report”), I, Ssu-Chuan Lai, President and 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 |
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| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
|
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| VITASPRING BIOMEDICAL CO., LTD. |
|
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| Date: June 8, 2026 |
| /s/ Ssu-Chuan Lai |
|
|
|
| Ssu-Chuan Lai |
|
|
|
| President and Chief Executive Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
|