UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

For the fiscal year ended January 31, 2025

Commission File No.333-216645

Registrant’s telephone number, including area code (949) 202-9235

 Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

None

(Title of class) 

None

(Title of class) 

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

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

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 ☐     No ☒

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). Yes ☒     No ☐

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.

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. ☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes     ☒ No

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 207,030,030 shares of common stock issued and outstanding.

TABLE OF CONTENTS

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:

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.

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.

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:

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: 

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.

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:

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:

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:

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

Revenue Strategy

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

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.

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.

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.

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.

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.

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.

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.

Risk management and strategy

Governance

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 5^th 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.

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.

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.

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.

Development-Stage Status

Although we describe a long-term business strategy involving regenerative medicine technologies, as of January 31, 2025:

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

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.

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:

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.

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:

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.

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.

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.

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.

Item 8. Financial Statements and Supplementary Data.

INDEX TO FINANCIAL STATEMENTS

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.

PCAOB ID: 6723

VITASPRING BIOMEDICAL CO., LTD.

BALANCE SHEETS

The accompanying notes are an integral part of these audited financial statements.

VITASPRING BIOMEDICAL CO., LTD.

STATEMENTS OF OPERATIONS

The accompanying notes are an integral part of these audited financial statements.

VITASPRING BIOMEDICAL CO., LTD.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY

FOR THE YEARS ENDED JANUARY 31, 2025, AND 2024

The accompanying notes are an integral part of these audited financial statements.

VITASPRING BIOMEDICAL CO., LTD.

STATEMENTS OF CASH FLOWS

The accompanying notes are an integral part of these audited financial statements.

VITASPRING BIOMEDICAL CO., LTD.

Notes to Financial Statements

January 31, 2025, and 2024

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:

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.

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:

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: