UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

~~(Mark~~☒ ~~One~~ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~(X)~~For ~~ANNUAL~~the ~~REPORT~~fiscal ~~PURSUANT~~year TOended ~~SECTION~~January 1331, ~~OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~2023

~~For~~☐ ~~the~~TRANSITION ~~fiscal~~REPORT ~~year~~PURSUANT ~~ended~~TO ~~January~~SECTION ~~31, 2022~~13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

(Commission )File ~~TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~No.333-216645

~~For~~VITASPRING ~~the~~BIOMEDICAL ~~transition~~CO., ~~period~~LTD. ~~from~~(Exact ~~____~~name ~~to ____~~of registrant as specified in its charter)

Commission file number 333-216465

Nevada		37-1836726
State or other jurisdiction of Incorporation or organization		(IRS Employer Identification No.)

VITASPRING BIOMEDICAL CO. LTD. (Exact name of registrant as specified in its charter)

5225 Canyon Crest Drive, Suite 71-802, Riverside, CA		92507
(Address of principal executive offices)		(Zip Code)

NV	37-1836726
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification Number)

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

~~400~~Securities ~~Spectrum~~registered ~~Center~~pursuant ~~Dr.~~to ~~#1620~~Section 12(b) of the Act: None

~~Irvine,~~Title CAof ~~92618~~each class TradingSymbol(s) Name of each exchange on which registered None N/A N/A

Securities registered pursuant to Section 12(~~Address~~g) of ~~principal~~the ~~executive~~Act: ~~offices)~~None

~~(949) 202-9235~~None

(~~Registrant's~~Title ~~telephone~~of ~~number, including area code~~class)

~~Securities registered pursuant to Section 12(b) of the Exchange Act: NONE Securities registered pursuant to Section 12(g) of the Exchange Act: Common Stock, $0.001 Par Value (Title of Each Class)~~None

~~Indicate~~(Title ~~by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405~~ of ~~the Securities Act.~~class)

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

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 ☒

~~Yes~~Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) No of the Securities Exchange Act of 1934 during the preceding 12 months (Xor for shorter period that the registrant as required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant ~~(1)~~ has ~~filed~~submitted ~~all~~electronically ~~reports~~every Interactive Data File required to be ~~filed~~submitted bypursuant ~~Section 13~~to orRule ~~15(d)~~405 of ~~the~~Regulation ~~Securities~~S-T ~~Exchange~~(§232.405 ~~Act~~ of ~~1934~~this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to ~~file~~submit such ~~reports~~files)~~, and (2) has been subject to such filing requirements for the past 90 days~~. Yes ~~(X)~~ ☒ No ( )☐

Indicate by check mark whether the registrant ~~has~~ ~~submitted~~is ~~electronically~~a ~~and~~large ~~posted~~accelerated onfiler, ~~its~~an ~~corporate~~accelerated ~~Web site~~filer, ifor ~~any,~~a ~~every~~non-accelerated ~~Interactive~~filer, ~~Data~~a ~~File~~smaller ~~required~~reporting tocompany, beor ~~submitted~~an ~~and~~emerging ~~posted pursuant~~growth tocompany. ~~Rule 405~~See ofthe ~~Regulation S-T~~definitions ~~(§ 232.405~~ of ~~this~~“large ~~chapter)~~accelerated ~~during~~filer,” ~~the~~“accelerated ~~preceding~~filer,” ~~12 months~~“smaller ~~(or~~reporting ~~for~~company” ~~such shorter~~and ~~period~~“emerging ~~that~~growth ~~the~~company” ~~registrant~~in ~~was~~Rule ~~required~~12b-2 toof ~~submit~~the ~~and~~Exchange ~~post such files)~~Act.

~~Yes (X) No (~~Large )accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☒ Emerging growth company ☒

~~Indicate~~If byan ~~check~~emerging ~~mark~~growth ifcompany, ~~disclosure~~indicate ~~of delinquent~~by ~~filers~~check ~~pursuant~~mark toif ~~Item 405~~the ofregistrant ~~Regulation S-K~~has ~~(§ 229.405~~elected ~~of this chapter) is~~ not ~~contained~~to ~~herein,~~use ~~and will~~the ~~not~~extended betransition ~~contained,~~period tofor ~~the~~complying ~~best~~with ofany ~~registrant's~~new ~~knowledge,~~or inrevised ~~definitive~~financial ~~proxy~~accounting orstandards ~~information~~provided ~~statements~~pursuant ~~incorporated~~to bySection ~~reference in~~13(a) ~~Part III~~ of ~~this~~the ~~Form 10-K~~Exchange ~~or any amendment to this Form 10-K~~Act. (Yes )☐ No ☒

Indicate by check mark whether the registrant is has filed a ~~large~~report ~~accelerated~~on ~~filer,~~and anattestation ~~accelerated~~to ~~filer,~~its amanagement’s ~~non-accelerated~~assessment ~~filer,~~of athe ~~smaller~~eﬀectiveness ~~reporting~~of ~~company~~its ~~or,~~internal ancontrol ~~emerging~~over ~~growth~~financial ~~company. See~~reporting ~~the~~under ~~definitions~~Section 404(b) of ~~"large~~the ~~accelerated~~Sarbanes-Oxley ~~filer,"~~Act ~~"accelerated~~(15 ~~filer",~~U.S.C. ~~"smaller~~7262(b)) ~~reporting~~by ~~company",~~the ~~and "emerging~~registered ~~growth~~public ~~company",~~accounting infirm ~~Rule~~that ~~12b-2~~prepared ofor ~~the~~issued ~~Exchange~~its ~~Act~~audit report. ☐

~~Large~~If ~~accelerated~~securities ~~filer~~are (registered )pursuant ~~Accelerated~~to ~~filer~~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. ☒

~~Non-accelerated~~Indicate ~~Filer~~by (check )mark ~~Smaller~~whether ~~reporting~~any ~~company~~of ~~(X)~~those ~~(Do~~error ~~not~~corrections ~~check~~are ifrestatements ~~smaller~~that ~~reporting~~required ~~company)~~a ~~Emerging~~recovery ~~growth~~analysis ~~company~~of (incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☒

~~If an~~Indicate ~~emerging growth company, indicate~~ by check mark if whether the registrant ~~has~~ ~~elected~~is ~~not~~a toshell ~~use~~company ~~the~~(as ~~extended~~defined ~~transition~~in ~~period~~Rule ~~for complying~~12b-2 ~~with any new or revised financial accounting standards provided pursuant to Section 13(a)~~ of the ~~Exchange~~ Act~~. (~~ ). ☐ Yes ☒ No

~~Indicate~~State bythe ~~check~~aggregate ~~mark~~market ~~whether~~value of the ~~registrant is~~voting aand ~~shell~~non-voting ~~company~~common ~~(as~~equity ~~defined~~held by ~~Rule 12b~~non-2aﬃliates 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 ~~Exchange~~last ~~Act)~~business day of the registrant’s most recently completed second fiscal quarter. On July 31, 2023, $14.93 bid price was reported for our common stock, as the security was not actively quoted or had no bids on that date.

~~Yes~~As (of ~~) No (X)~~November 26, 2025, the registrant had 207,030,030 shares of common stock issued and outstanding.

As of April 27, 2022, 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 was approximately $3,090 million.

The number of shares outstanding of each of the issuer's classes of common stock, as of January 31, 2022 is as follows:

Class of Securities		Shares Outstanding
Common Stock, $0.0001 par value		206,520,030

VITASPRING BIOMEDICAL CO. LTD.

TABLE OF CONTENTS

~~PART I~~	PART I
	Item 1.	Business		1
ITEM 1	BUSINESS		4
	Item 1A.	Risk Factors		2
ITEM 1A	RISK FACTORS		10
	Item 1B.	Unresolved Staff Comments		9
ITEM 1B	UNRESOLVED STAFF COMMENTS		10
	Item 2.	Properties		9
ITEM 1C	CYBERSECURITY		10
	Item 3.	Legal Proceedings		9
ITEM 2	PROPERTIES		10
	Item 4.	Mine Safety Disclosures		10
ITEM 3	LEGAL PROCEEDINGS		11
PART II
ITEM 4	MINE SAFETY DISCLOSURES		11
	Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		11
	PART II
	Item 6.	Selected Financial Data		12
ITEM 5	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES		12
	Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations		12
ITEM 6	RESERVED		13
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		14
ITEM 7	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		13
	Item 8.	Financial Statements and Supplementary Data		14
ITEM 7A	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		17
	Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure		14
ITEM 8	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		18
	Item 9A.	Controls and Procedures		14
ITEM 9	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		19
	Item 9B.	Other Information		15
ITEM 9A	CONTROLS AND PROCEDURES		19
PART III
ITEM 9B	OTHER INFORMATION		19
	Item 10.	Directors, Executive Officers and Corporate Governance		16
ITEM 9C	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS		19
	Item 11.	Executive Compensation		18
	PART III
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		19
ITEM 10	DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT		20
	Item 13.	Certain Relationships and Related Transactions, and Director Independence		20
ITEM 11	EXECUTIVE COMPENSATION		22
	Item 14.	Principal Accounting Fees and Services		20
ITEM 12	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		23
PART IV
ITEM 13	CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE		24
	Item 15.	Exhibits, Financial Statement Schedules		22
ITEM 14	PRINCIPAL ACCOUNTANT FEES AND SERVICES		24
SIGNATURES				23
	PART IV
FINANCIAL STATEMENTS				F-1
ITEM 15	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES		26

Table of Contents

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

~~Statements~~This ~~contained~~Annual inReport ~~this~~on ~~annual~~Form ~~report include "forward~~10-~~looking~~K ~~statements"~~for ~~within~~ the ~~meaning~~fiscal ofyear ~~such~~ended ~~term~~January in31, ~~Section~~2023 ~~27A~~(this of“Report”) ~~the~~is ~~Securities~~being ~~Act~~filed ~~and~~after ~~Section~~its ~~21E~~original ~~of the~~due ~~Exchange Act~~date. ~~Forward-looking~~We ~~statements~~are ~~involve~~working known and unknown risks, uncertainties and other factors which could cause actual financial or operating results, performances or achievements expressed or implied by such forward-looking statements not to ~~occur~~regain orfull ~~be realized.~~compliance ~~Forward-looking~~with ~~statements~~our ~~made~~periodic inreporting ~~this~~obligations ~~annual~~under ~~report~~the ~~generally~~Securities ~~are~~Exchange ~~based~~Act ~~on our best estimates~~ of ~~future results~~1934, ~~performances or~~as ~~achievements,~~amended ~~predicated upon current conditions and~~ (the ~~most~~“Exchange ~~recent results of the companies involved and their respective industries~~Act”). ~~Forward-looking~~ ~~statements~~Except ~~may be identified by the use of forward-looking terminology such~~ as ~~"may",~~otherwise ~~"will"~~indicated, ~~"could", "should",~~all ~~"project",~~information ~~"expect",~~contained ~~"believe",~~in ~~"estimate",~~this ~~"anticipate",~~Report ~~"intend", "continue",~~is ~~"potential",~~presented ~~"opportunity"~~as ~~or similar terms, variations~~ of ~~those~~January ~~terms or the negative of those terms or other variations of those terms or comparable words or expressions. Potential risks and uncertainties include~~31, ~~among other things, such factors as:~~2023.

·This ~~concentration~~Report ofcontains ~~our~~forward-looking ~~customer~~statements ~~base~~within ~~and~~the ~~fulfillment~~meaning of ~~existing~~Section ~~customer~~27A ~~contracts; · our ability to maintain pricing; · deterioration~~ of the ~~credit~~Securities ~~markets;~~Act ·of ~~increased~~1933, ~~vulnerability~~as toamended ~~adverse~~(the ~~economic~~“Securities ~~conditions~~Act”), ~~due~~and toSection ~~indebtedness;~~21E ·of ~~competition~~the ~~within~~Exchange ~~our~~Act. ~~industry;~~These ·statements ~~asset~~relate ~~impairment~~to ~~and other charges; ·~~ our ~~identifying~~expectations, ~~making~~beliefs, ~~and integrating acquisitions; · our~~ plans, toobjectives, ~~identify~~intentions, and ~~acquire~~assumptions ~~products~~regarding ~~that~~future weevents ~~believe~~or ~~will~~performance ~~be prospective for acquisition~~ and ~~development;~~are ·not ~~loss~~statements of ~~key~~historical ~~executives;~~fact. ·Words ~~the~~such ~~ability~~as to“may,” ~~employ~~“will,” ~~skilled~~“could,” ~~and~~“should,” ~~qualified~~“expect,” ~~workers;~~“believe,” ·“estimate,” ~~work~~“anticipate,” ~~stoppages~~“intend,” ~~and~~“plan,” ~~other~~“continue,” ~~labor~~“potential,” ~~matters; · inadequacy of insurance coverage for certain losses or liabilities; · federal legislation~~ and ~~state~~similar ~~legislative~~expressions ~~and~~are ~~regulatory~~intended ~~initiatives relating~~ to ~~the~~identify ~~energy~~forward-looking ~~industry; · costs and liabilities associated with environmental~~statements, ~~health~~although ~~and~~not ~~safety~~all ~~laws,~~forward-looking ~~including~~statements ~~any~~contain ~~changes~~these inidentifying the interpretation or enforcement thereof; · future legislative and regulatory developments; · our beliefs regarding the future of our competitors; · our expectation that the demand for our products services will eventually increase; and · our expectation that we will be able to raise capital when we need itwords.

These statements are ~~only~~based ~~predictions~~on ~~and involve~~our ~~known~~current expectations and ~~unknown~~assumptions ~~risks,~~regarding ~~uncertainties~~our ~~and other factors~~business, ~~including~~ the ~~risks~~economy, inand ~~the~~other ~~section~~future ~~entitled~~conditions, ~~"Risk~~and ~~Factors" set~~are ~~forth~~subject into ~~this~~known ~~Annual~~and ~~Report~~unknown ~~on Form 10-K for the year ended January 31~~risks, ~~2021~~uncertainties, ~~any~~and offactors ~~which~~that ~~may~~could cause ~~our company's or our industry's~~ actual results, ~~levels of activity, performance or achievements~~ to bediffer materially ~~different~~ from ~~any~~those ~~future results, levels of activity, performance or achievements~~ expressed or implied ~~by these forward-looking statements~~. ~~These~~Important ~~risks~~factors ~~may~~that could cause ~~the~~such ~~Company's~~differences ~~or its industry's actual results~~include, ~~levels~~but ofare ~~activity~~not orlimited ~~performance~~ to ~~be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements.~~:

	·	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.

As3 ~~used~~Table inof this Annual Report on Form 10-K and unless otherwise indicated, the terms "we," "us," "our," or the "Company" refer to VITASPRING BIOMEDICAL CO. LTD. Unless otherwise specified, all dollar amounts are expressed in United States dollars.Contents

PART I

~~ITEM~~Item 1. ~~BUSINESS~~Business.

Overview ~~of Our Business~~

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 ~~start~~development-upstage ~~business~~biomedical company. ~~We have been~~ engaged in the ~~business of~~research, ~~developing~~development, and ~~marketing~~commercialization of products that promote wellness and a healthy lifestyle. ~~since~~The Company began operations in 2019. Aand ~~change~~underwent ofa ~~100%~~change of ~~Company’s~~ ownership ~~occurred~~ ~~effectively~~effective on January 21, 2020., Asresulting in a ~~result~~new management team and strategic direction. In connection with this ownership change, we ~~changed~~filed ~~Company~~a ~~name~~Certificate ~~from~~of ~~Shemn~~Amendment ~~Corp.~~to our Articles of Incorporation to change our corporate name to VitaSpring Biomedical Co. Ltd., which became effective on ~~February 17~~April 21, 2020, following clearance by the Financial Industry Regulatory Authority (“FINRA”). Our fiscal year end is January 31.

~~VitaSpring~~We ~~Biomedical~~aim ~~Co.,~~to ~~Ltd~~advance ~~aims~~the tofield ~~build~~of acellular ~~cell~~and ~~medical~~regenerative ~~industry, invest~~medicine through investment in research and development of stem cell–based applications inand ~~regenerative~~related ~~medicine,~~biomedical ~~establish~~innovations. Our strategic objectives include establishing advanced medical research ~~centers~~ and ~~high~~ ~~standard~~ cell production centers, ~~and~~meeting ~~provide~~Good Tissue Practice (“GTP”) ~~standard~~standards and developing high-quality stem cell preparations for ~~the~~use ~~development~~in ofregenerative ~~cellular~~therapies ~~drugs~~and potential future drug development.

~~For~~In ~~future~~furtherance ~~business~~of ~~development~~these ~~and medical applications~~objectives, ~~VitaSpring cooperates~~we collaborate with affiliated ~~companies~~entities and research partners to support the mass production and commercialization of X.msc-related medical projects., ~~Some~~including ~~X.msc-based projects~~investigational ~~are~~new ~~researches~~drugs and clinical trials ofinvolving ~~Investment New Drugs and part of them are related to~~ X.exosome, ~~the~~a critical ~~material~~component in ~~the related~~ skincare ~~products.~~and ~~VitaSpring~~regenerative ~~management~~formulations. ~~also~~Management ~~expect~~anticipates that X.msc-~~related~~based ~~medical~~ projects will progress to ~~implement~~limited inhospital ~~hospitals~~implementation ~~from~~within aapproximately ~~small~~five ~~scale~~years, inas ~~the future~~part ~~five~~of ~~years~~our broader plan to integrate laboratory innovation into clinical application.

Recent Developments

On March 30, 2020, ~~VitaSpring~~we filed a Certificate of Amendment to ~~its~~our Articles of Incorporation ~~(the "Articles of Amendment")~~ with the Nevada Secretary of State ofto effect the ~~State~~corporate ~~of Nevada effecting a~~ name change ~~of the Company~~ to VitaSpring Biomedical Co. Ltd. (the "“Corporate Action"”). The Corporate Action ~~and the Amended Articles~~ became effective on April 21, 2020, following ~~compliance~~completion ~~with notification requirements~~ of ~~the~~required ~~Financial~~FINRA ~~Industry Regulatory~~notification ~~Authority~~procedures.

Under new management, ~~VitaSpring~~we ~~has~~have ~~completed the~~successfully ~~transition~~transitioned ~~from~~proprietary patent ~~technology~~technologies into ~~the~~mass-production know-how infocused ~~the~~on ~~mass-production process of the purifying and culturing technology in the~~ allogeneic mesenchymal stem cell ~~production~~(MSC) processing derived from the maternal~~-part~~ placenta. ~~The~~This ~~subject~~proprietary ~~know-how~~process ~~can~~allows ~~effectively~~for efficient and ~~steadily~~stable culture of more than 20 generations of sub-~~culture~~cultured ~~cells~~MSCs, ~~which~~maintaining ~~maintain~~consistent ~~the~~viability ~~same~~and ~~level~~exhibiting ofup ~~activity~~to ~~index~~1,000 ~~and~~times ~~contain~~higher ~~the~~exosome ~~magnification~~concentration ofper ~~one~~milliliter ~~thousand exosomes~~compared ~~than~~with ~~other~~conventional MSCs. inLeveraging ~~terms~~this ofknow-how, ~~per~~we ~~ml.~~intend ~~Accordingly,~~to ~~VitaSpring~~establish isa ~~able~~U.S. toFDA–regulated ~~build~~ stem cell bank ~~regulated~~capable byof USsupplying ~~FDA to provide the~~ ready-to-use allogeneic ~~mesenchymal~~MSCs ~~stem cell~~ for ~~the~~emergency ~~emergent allogeneic~~ stem cell transplantation at ~~the~~an affordable cost ~~the~~to ~~patient can afford~~patients.

~~VitaSpring’s~~Our research and development team has ~~been~~received ~~awarded~~multiple honors, including the 16th, 17 th17th, 18and th18th Taiwan National Innovation ~~Award~~Awards ~~certificates in~~ (2019,–2021). ~~2020,~~The ~~and~~team ~~2021~~has ~~and~~also ~~joined~~participated ~~the~~in regenerative medicine ~~flagships~~ ofinitiatives sponsored by the Ministry of Science and Technology (Taiwan) from 2007 tothrough 2020, including research ~~projects~~on ~~for~~ the ~~mechanism~~mechanisms of human placenta ~~mesenchymal~~-derived ~~stem~~MSCs ~~cells~~ in ~~different~~various ~~diseases~~disease applications. ItThese ~~highlights~~achievements ~~the~~underscore our scientific and technological foundation for ~~the~~advancing ~~future~~X.msc-related clinical ~~application~~applications ofin Xregenerative medicine.~~msc.~~

~~Business~~Principal ~~Plan~~Products and Services

~~Through~~We ~~the~~focus ~~development~~on ofdeveloping cell-based ~~medicine,~~medical wetechnologies ~~became a~~for ~~leading~~use ~~international business group~~ in ~~the fields of~~ regenerative medicine ~~applied to the innovative fields of medicine~~, preventive health care, beauty, and anti-aging. WeOur dowork ~~not~~is ~~sell~~based ~~products~~on in a ~~form~~type ~~for~~of ~~use~~stem bycell ~~consumers~~that ~~although~~ we ~~may~~call X.msc, inas ~~the~~well ~~future,~~as ~~develop~~exosome-based ~~products for~~materials derived ~~use~~from bythese ~~consumers~~cells.

WeAt ~~have~~this ~~many~~time, ~~unique~~we ~~advantages~~do ~~elevating~~not ussell 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 becreate ~~the~~products ~~best~~for ~~in the~~use ~~industry:~~by consumers or patients, we will first need to complete scientific testing and obtain all required regulatory approvals.

1.4 ~~Discovery~~Table ~~and successful isolation~~ of ~~special mesenchymal stem cells (X.msc)~~Contents

2.Our ~~Unlike~~Research ~~typical MSCs, X.msc do not promote cancer~~ and ~~tumor growth, and is safe to use for the entire body~~Technology

3.We ~~Homogeneous~~believe ~~purification~~that ~~technology~~our research program gives us several advantages in developing cell-based technologies:

4· Discovery of X.msc: ~~Viability~~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 ~~1000~~consistent ~~time~~and uniform. · Cell Viability: Laboratory results show that ofX.msc ~~the~~remain ~~competitor~~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.

5Our research is still in the early development stage. ~~Able~~We have not yet completed the scientific testing or received the approvals that would be needed to ~~proliferate~~sell any medical or consumer products. Any future products or treatments based on our technology would require review and ~~maintain~~authorization ~~stemness~~by ofthe ~~stem~~U.S. ~~cells~~Food ~~to 25+~~and ~~generations~~Drug Administration (FDA) or similar agencies in other countries before they could be offered for sale.

6.Research ~~Exclusive~~and ~~composition~~Development ~~formula of culture medium~~

~~7. The exclusive formula of exosomes have a variety of applications~~Overview

8We did not conduct any research and development (“R&D”) activities or incur R&D expenses during the fiscal years ended January 31, 2023 and 2022. ~~Extensive~~However, ~~uses~~we ofplan 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.

9.Future ~~Immunomodulation~~R&D efforts are expected to emphasize scientific validation, process optimization, and ~~anti-inflammation~~regulatory ~~effect~~readiness as we seek to translate laboratory discoveries into practical applications.

~~10.~~Planned NoFocus ~~ethical issues~~Areas

1When funded, our R&D initiatives are expected to focus on four primary areas:

~~Available~~1. ~~Information~~Stem-Cell Isolation and Expansion

We ~~file~~intend ~~with~~refine ~~the~~methods ~~SEC~~for ~~our~~isolating ~~annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K~~ and ~~amendments~~expanding ~~to reports to be filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended~~X.msc ~~The~~cells ~~public~~derived ~~may~~from ~~read~~ethically ~~and copy any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street~~sourced, ~~NE,~~non-embryonic ~~Washington,~~human ~~D.C.~~placental ~~20549~~tissue, ondesigned ~~official business days during the hours of 10 a.m.~~ to 3maintain ~~p.m.~~cell ~~The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains a website at www.sec.gov that contains reports~~purity, ~~proxy and information statements~~stability, and ~~other~~potency ~~information~~through ~~regarding~~extended ~~issuers~~culture ~~that file electronically with the SEC~~generations.

~~Our corporate headquarters are located at 400 Spectrum Center Dr~~2. ~~#1620,~~Exosome ~~Irvine,~~Production ~~CA 92618. Our telephone number is (949) 202-9235. We maintain a website at www.vitaspringbio.com that links to our electronic SEC filings~~ and contains information about our subsidiaries which is not a part of this report. All the above documents are available free of charge on our website as soon as reasonably practicable after filing such material electronically or otherwise furnishing it to the SECCharacterization

~~ITEM~~We ~~1A.~~plan ~~RISK~~to ~~FACTORS~~develop scable methods to increase the yield and quality of exosomes—the nanosized vesicles secreted by stem cells that play a role in cellular signaling and repair – with potential applications in tissue regeneration and inflammation control.

~~Risks~~5 ~~Related~~Table toof ~~Our Company~~Contents

~~COVID-19~~3. ~~Related~~Formulation ~~Risks.~~and Product Development

~~The~~We ~~COVID-19~~aim ~~pandemic~~to ~~has~~design ~~adversely~~prototype ~~affected the~~formulations ~~Company’s~~combining ~~business,~~exosome and ~~the~~redox-balance ~~ultimate~~research ~~effect~~for onpossible ~~the~~use ~~Company’s~~in ~~operations~~topical, ~~and~~injectable, ~~financial~~or ~~condition~~nutraceutical ~~will~~uses. ~~depend~~These onconcepts ~~future developments,~~remain ~~which~~in ~~are~~the ~~highly~~pre-commercial ~~uncertain~~exploratory ~~and cannot be predicted~~state.

The effects of the COVID-19 pandemic, including actions taken by businesses and governments, have adversely affected the global economy, disrupted global supply chains and created significant volatility in the financial markets4. AsProcess aAutomation ~~result, there has been a significant reduction in demand for our products~~ and ~~services.~~Quality If the reduced demand continues for a prolonged period, the Company’s business, financial condition, results of operation and liquidity may be materially and adversely affected. The Company’s operations also may be adversely affected if significant portions of the Company’s workforce are unable to work effectively due to illness, quarantines, government actions or other restrictions in connection with future waves of COVID-19 pandemic.Control

~~The~~We ~~extent~~expect to ~~which~~implement ~~the~~standardized ~~COVID-19~~production ~~pandemic~~protocols ~~adversely affects~~aligned ~~the~~with ~~Company’s~~Good ~~business,~~Tissue ~~financial~~Practice ~~condition,~~(GTP) ~~results of operation~~ and ~~liquidity~~Good ~~will~~Manufacturing ~~depend~~Practice on(GMP) ~~future~~principles ~~developments, which are uncertain and cannot be predicted. These future developments include, but are not limited~~ to, ~~the~~ensure ~~scope~~reproducibility and ~~duration~~compliance ofwith ~~the~~international ~~COVID-19 pandemic~~regulatory ~~and actions taken by governmental authorities and other third parties in response to the pandemic~~standards. Disruptions and/or uncertainties related to the COVID-19 pandemic for a sustained period of time could result in delays or modifications to the Company’s strategic plans and initiatives and hinder the Company’s ability to achieve its strategic goals. The COVID-19 pandemic, and the volatile regional and global economic conditions stemming from the pandemic, may also have the effect of heightening many of the other risks described in this “Risk Factors” section

~~There~~Collaborations isand ~~substantial doubt about our ability to continue as a going concern.~~Partnerships

WeAlthough we have not ~~generated~~yet ~~any~~initiated ~~profit~~formal ~~from~~R&D ~~operations since our inception. Based on our average monthly expenses and current burn rate~~programs, we ~~estimate~~intend ~~we will need~~ to ~~raise~~collaborate anwith ~~additional~~academic ~~$10~~institutions,~~000,000 to~~ 30hospitals,~~000,000~~ ~~over~~and ~~the~~affiliated ~~next~~research 24companies ~~months.~~in ~~This~~Taiwan ~~amount~~and ~~could increase if we encounter difficulties that we cannot anticipate at this time or if we acquire~~ other ~~businesses.~~regions As of ~~the~~Asia-Pacific ~~date~~as ofdevelopment ~~this filing, we had cash and cash equivalents of approximately $107,212~~progresses. ~~We do~~ ~~not~~These ~~expect~~relationships ~~to raise significant capital through debt financing from traditional lending sources since we~~ are ~~not~~expected ~~currently generating a profit from operations. Therefore, we only expect~~ to ~~raise~~provide ~~money~~access ~~through equity financing via the sale of our common stock or equity-linked securities such as convertible debt. If we cannot raise the money that we need in order~~ to ~~continue~~advanced tolaboratory ~~operate our business~~infrastructure, wescientific ~~will be forced to delay~~expertise, ~~scale~~and ~~back~~early-stage ordata ~~eliminate~~that ~~some~~support ~~or all of~~ our ~~proposed~~internal ~~operations.~~development ~~If any of these were to occur, there is a substantial risk that our business would fail~~goals. IfWe wemay ~~are~~also ~~unsuccessful~~engage inexternal ~~raising~~contract ~~additional~~research ~~financing,~~organizations we(“CROs”) ~~may~~for ~~need~~specialized totesting ~~curtail,~~and ~~discontinue~~validation orservices ~~cease operations~~as appropriate.

WeR&D ~~have limited operating history of the new line of business. As such, no assurance that we will be profitability.~~Expenditures

We ~~have~~did anot ~~limited~~incur ~~operating~~any ~~history~~R&D ~~and, accordingly,~~expenses ~~have~~for ~~a limited operating history on which to base an evaluation of our business. Our business must be considered in light of~~ the ~~risks,~~fiscal ~~expenses~~years ~~and~~ended ~~problems~~January ~~frequently encountered by companies in their early stages of development~~31, ~~particularly~~2023 ~~companies in new~~ and ~~rapidly~~January ~~evolving markets which involve technology. Our proposed operations are subject to all of the risks inherent in the establishment of a new business enterprise. Accordingly~~31, the likelihood of our success must be considered in the light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the starting and expansion of a business and the relatively competitive environment in which we will operate2022.

~~Unanticipated~~Future ~~delays,~~expenditures ~~expenses~~will ~~and~~vary ~~other problems~~depend ~~such~~on asthe ~~setbacks~~timing ~~in product development, product manufacturing,~~ and ~~market~~scope ~~acceptance~~of ~~are~~our ~~frequently~~planned ~~encountered~~R&D inactivities ~~establishing a new business such as ours. There can be no assurance that the Company will be successful in addressing such risks,~~ and ~~any failure to do so could have a material adverse effect on~~ the ~~Company's~~availability ~~business, results~~ of ~~operations and financial condition~~financing.

2Intellectual Property and Data

~~Because~~As of ~~our~~the ~~limited~~date ~~operating~~of ~~history~~this filing, we ~~have~~do ~~limited~~not ~~historical~~own ~~financial~~or ~~data~~hold onany ~~which~~issued ~~to base planned operating expenses. Accordingly~~patents, ~~our~~registered ~~expense levels~~trademarks, ~~which~~or ~~are,~~other ~~to a~~registered ~~large~~intellectual ~~extent,~~property ~~variable, will be based in part on our expectations of future revenues~~rights. AsOur aproprietary ~~result~~assets ofcurrently ~~the~~consist ~~variable nature~~ of ~~many~~trade ~~of our expenses~~secrets, wetechnical ~~may~~know-how, beand ~~unable~~research todata ~~adjust~~developed ~~spending~~ in aconnection ~~timely~~with ~~manner to compensate for any unexpected delays in the development and marketing of~~ our ~~products~~exploratory ~~or any subsequent revenue shortfall~~initiatives. ~~Any such delays or shortfalls will have an immediate adverse impact on our business, operating results and financial condition.~~

~~The~~We ~~Company~~intend ~~has~~to ~~not~~pursue ~~achieved~~intellectual ~~profitability on~~property aprotection ~~quarterly~~in ~~or annual basis to date. To~~ the ~~extent~~future ~~that~~through ~~net~~patent ~~revenue~~and ~~does~~trademark ~~not~~filings ~~grow~~once atour ~~anticipated~~product ~~rates~~candidates orand ~~that~~technologies ~~increases~~reach ina ~~its~~more ~~operating expenses~~advanced ~~precede~~stage orof ~~are~~development. ~~not~~Our ~~subsequently~~strategy ~~followed~~will byfocus ~~commensurate~~on ~~increases~~securing inrights ~~net revenue, or that the Company is unable~~ to ~~adjust~~key ~~operating expense levels accordingly~~processes, ~~the Company's business~~formulations, ~~results of operations~~ and ~~financial~~brand ~~condition~~elements ~~will~~associated bewith ~~materially~~our stem-cell and ~~adversely~~exosome ~~affected~~technologies. ~~There can be no assurance that the Company's operating losses will not increase in the future or that the Company will ever achieve or sustain profitability.~~

WeTo ~~may~~protect ~~need~~our confidential information and technical data, we intend to ~~raise~~use ~~additional~~confidentiality ~~funds in~~and ~~the~~non-disclosure ~~future~~agreements ~~that~~with ~~may~~employees, ~~not~~consultants, advisors, and potential research or commercial partners. These agreements will be ~~available~~designed onto ~~acceptable~~safeguard ~~terms~~our orproprietary atinformation, ~~all~~prevent unauthorized disclosure, and preserve our ability to seek formal intellectual property protection in the future.

We ~~may~~also ~~need to raise additional funds via the sale of our common stock or equity-linked securities such as convertible debt in the future to fund our business~~ plan, ~~for potential acquisitions or investments, or for general corporate purposes. When we issue equity or convertible debt securities~~ to ~~raise~~implement ~~additional funds,~~data ~~our~~protection ~~existing stockholders may experience dilution,~~ and ~~the~~cybersecurity ~~new~~measures ~~equity~~to orensure ~~debt~~compliance ~~securities~~with ~~may~~applicable ~~have~~privacy ~~rights, preferences~~ and ~~privileges senior~~data tosecurity ~~those~~regulations ofas our ~~existing~~operations ~~stockholders.~~expand Ifand as we ~~incur~~begin ~~additional debt, it may increase our leverage relative~~ to ~~our~~handle ~~earnings~~research ordata ~~to our equity capitalization, requiring us to pay additional interest expenses. We may not be able to obtain financing on favorable terms,~~ or atpotential ~~all,~~patient information in ~~which~~connection ~~case,~~with wefuture ~~may~~clinical ~~not be able to develop~~ or ~~enhance~~pre-clinical ~~our products, execute our business plan, take advantage of future opportunities or respond to competitive pressures~~activities.

~~Our~~Market ~~margins~~Opportunity ~~fluctuate~~and ~~which~~Industry ~~leads to further uncertainty in our profitability model.~~Background

~~While~~Industry the Company will have the potential ability to negotiate prices that benefit its clients and affect its profitability as it garners market-share and increases its book of business, margins in the energy business are fluid, and the Company's margins vary based upon the supplier and the customer. This will lead to continued uncertainty in margins from quarter to quarter.Overview

IfWe ~~demand~~operate ~~for~~within ~~our~~the global regenerative-medicine and functional-wellness industry, which combines advances in cell biology, biotechnology, and preventive health. The regenerative-medicine market includes products ~~does~~and ~~not~~research ~~develop as~~focused ~~expected~~on ~~our~~repairing ~~projected~~or ~~revenues~~replacing damaged cells, tissues, and ~~profits~~organs, ~~will~~while bethe ~~affected~~nutraceutical and wellness segment focuses on enhancing physiological function and delaying age-related decline.

~~Our~~The ~~future~~worldwide ~~profits~~regenerative-medicine ~~are~~market ~~influenced~~has bygrown ~~many factors,~~rapidly ~~including~~over ~~economics,~~the ~~and~~past ~~will~~decade, bedriven ~~predicated~~by onimprovements ain ~~stable~~stem-cell ~~and/or~~science, ~~growing~~exosome ~~market~~research, and ~~consumption~~biomaterial ofengineering. ~~X-exesome~~According ~~and~~to ~~X-MSC~~publicly ~~products. We~~available ~~believe~~industry reports, ~~and~~the ~~our~~market ~~growth~~exceeded ~~expectations~~$25 ~~assume,~~billion ~~that~~in ~~the~~2024 ~~markets~~and ~~for~~is ~~our~~projected ~~suite~~to ofcontinue ~~products~~expanding ~~will~~as ~~continue~~clinical toadoption ~~grow,~~increases ~~that~~and weregulatory ~~will~~frameworks ~~increase our~~mature. ~~penetration~~At ofthe ~~these~~same ~~markets~~time, ~~and~~global ~~that~~demand ~~our~~for ~~anticipated~~preventive ~~revenue~~health ~~from~~and ~~selling~~anti-aging ~~into~~solutions ~~this~~has ~~market~~surged ~~will~~as ~~continue~~populations toage ~~increase~~and consumers become more health-conscious.

If6 ~~our~~Table ~~expectations as to the size~~ of ~~these markets and our ability to sell our products and services in this market are not correct, our revenue may not materialize and our business will be harmed.~~ Contents

~~Operating~~Emerging ~~results may fluctuate and may fall below expectations in any fiscal quarter.~~Trends

~~Our~~Several ~~operating~~trends ~~results~~ are ~~difficult~~shaping ~~to predict and are expected to fluctuate from quarter to quarter due to a variety of factors, many of which are outside of~~ our ~~control.~~industry ~~Factors~~and ~~that may~~creating ~~cause~~opportunities ~~our~~for ~~operating results to fluctuate include~~VitaSpring:

· ~~our~~Growth ~~ability~~of toCell-Based ~~arrange~~Therapies ~~financing~~– ~~for~~Advances ~~operations;~~in ·mesenchymal ~~our~~stem-cell ~~ability~~(“MSC”) toscience ~~acquire~~and ~~products~~exosome toapplications ~~resell~~are moving from experimental research to ~~our~~clinical ~~customers;~~and commercial development. · ~~changes~~Preventive inand ~~federal,~~Personalized ~~state~~Medicine – Healthcare is shifting toward prevention and ~~local~~individualized ~~government~~treatment ~~policies~~based on cellular diagnostics and ~~programs~~targeted biological interventions. · Regulatory Evolution – Governments in the ~~timing~~United ofStates ~~orders~~and ~~where~~Asia weare ~~recognize~~developing ~~revenue~~clearer onpathways afor ~~percentage~~cell-therapy ofand ~~completion~~biologics ~~basis;~~approval, increasing investor confidence and accelerating commercialization timelines. · aIntegration ~~customer's~~of ~~decision~~Biotechnology toand ~~delay~~Aesthetics ~~our~~– ~~work,~~The onintersection orbetween ~~other~~regenerative ~~risks~~medicine ~~involved~~and ~~with~~the beauty industry is expanding rapidly, aparticularly ~~particular~~in ~~order;~~skin repair and anti-inflammatory applications. · ~~availability~~Asia-Pacific Leadership – Countries such as Taiwan, Japan, and ~~costs~~South Korea are at the forefront of ~~labor~~stem-cell innovation, providing opportunities for collaboration and ~~equipment;~~technology transfer.

3Market Opportunity for VitaSpring

·We ~~the~~believe ~~addition~~VitaSpring ofis ~~new~~positioned ~~customers or the loss of existing customers; · the size and scale of new customers; · our ability~~ to ~~control~~participate ~~costs, including operating expenses; · changes~~ in ~~the~~these ~~mix~~long-term ofgrowth ~~our~~trends ~~products;~~by ·focusing ~~the~~on ~~length~~cell-based oftechnologies ~~our~~that ~~sales~~bridge ~~cycle;~~biomedical ·research ~~the productivity~~ and ~~growth~~functional ofwellness. ~~our~~We ~~sales~~intend ~~force; · changes in pricing by us or our competitors, or the need~~ to ~~provide~~develop ~~discounts~~an toX.msc ~~win~~stem-cell ~~business;~~platform ~~· costs related to the acquisition~~ and ~~integration~~exosome offormulations ~~companies~~that orwill ~~assets;~~be ·designed ~~general~~to ~~economic~~address ~~trends~~multiple orpotential ~~geopolitical~~markets, ~~events such as war or incidents of terrorism; and · future accounting pronouncements and changes in accounting policies.~~including:

As· aRegenerative ~~result,~~Medicine ~~comparing~~– ~~our~~Supplying ~~operating~~allogeneic ~~results on~~MSCs aand ~~period-to-period~~exosome ~~basis~~materials ~~may~~for ~~not~~use bein ~~meaningful~~research, clinical trials, and ~~you~~potential ~~should~~therapeutic ~~not~~development. ~~rely~~· onBiomedical ~~our~~Research ~~past~~and ~~results~~Manufacturing orServices ~~future~~– ~~predictions~~Providing ~~prepared~~contract bycell-production, ~~the~~purification, ~~Company as~~and anquality-control ~~indication~~services ofto ~~our~~laboratories ~~future~~and ~~performance~~hospitals that lack internal cell-processing capacity. If· Preventive Health and Anti-Aging – Developing future consumer-facing formulations derived from our ~~revenue~~exosome orresearch ~~operating~~for ~~results~~skincare ~~fall~~and intissue-repair ~~any~~applications. ~~period~~· Collaborative R&D – Partnering with universities, ~~the~~hospitals, ~~value~~and ofbiotechnology ~~our~~firms ~~common~~to ~~stock~~co-develop ~~would likely~~new ~~decline~~cellular technologies and expand applications for our intellectual property.

~~Our~~Competitive ~~business is at risk if we lose key personnel or is unable to attract and integrate additional skills personnel.~~Landscape

The ~~success~~regenerative ofmedicine ~~our~~industry ~~business depends in large part on the skill of our personnel. Accordingly, it~~ is ~~critical~~highly ~~that~~fragmented ~~we maintain,~~ and ~~continue to build~~competitive, acomprising ~~highly~~early-stage ~~experienced~~research ~~management team and specialized workforce~~companies, ~~including~~established ~~engineers,~~biotechnology ~~project management~~firms, and ~~business~~university-affiliated ~~development and sales professionals~~laboratories. Competition ~~for~~ ~~personnel,~~is ~~particularly~~based ~~those~~on ~~with~~factors ~~expertise~~such inas ~~the~~scientific ~~consumer~~credibility, ~~goods~~intellectual ~~industries~~property protection, ismanufacturing ~~high~~capability, ~~and~~clinical ~~identifying~~outcomes, ~~candidates with the appropriate qualifications can be costly~~ and ~~difficult.~~regulatory We may not be able to hire the necessary personnel to implement our business strategy given our anticipated hiring needs, or we may need to provide higher compensation or more training to our personnel than we currently anticipatecompliance.

InWe ~~the~~currently ~~event,~~operate weat ~~are~~an ~~unable~~early todevelopment ~~attract, hire~~stage and ~~retain~~face ~~the~~competition ~~requisite~~from ~~personnel~~both domestic and ~~subcontractors,~~international wecompanies ~~may~~pursuing ~~experience~~stem-cell ~~delays~~and inexosome-based ~~completing~~technologies. ~~orders~~Many inof ~~accordance~~these ~~with~~competitors ~~customer schedules and pricing, which may~~ have ansignificantly ~~adverse~~greater ~~effect on our~~ financial, ~~results~~technical, ~~harm our reputation~~ and ~~cause~~research ~~us to curtail our pursuit of new customers/orders. Further~~resources, ~~any~~as ~~increase~~well inas ~~demand~~established ~~for~~regulatory ~~personnel may result in higher costs, which in turn may have an adverse effect on our business, financial condition~~ and ~~operating~~commercial ~~results and harm our relationships with our customers~~infrastructures.

~~Our~~Despite ~~future~~these ~~success is particularly dependent on the vision~~challenges, ~~skills, experience and effort of our senior management team, including our executive officers and our president and chief executive officer. If~~ we ~~were~~believe ~~to lose the services of any of~~ our ~~executive~~emerging ~~officers~~platform ~~or key employees, our ability to effectively manage our operations~~ and ~~implement~~development ~~our~~ strategy ~~could~~may beoffer ~~harmed~~certain ~~and~~long-term ~~our~~advantages, ~~business may suffer.~~ including:

We· ~~operate~~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 ~~highly~~region ~~competitive~~recognized ~~industry~~ for leadership in regenerative medicine and ~~competitors~~cell-therapy ~~may~~innovation; ~~compete~~and ~~more~~· ~~effectively~~A long-term objective to establish a Good Tissue Practice (“GTP”)–compliant cell-production and storage facility to support future research and clinical applications.

~~Many~~As ofthe ~~our~~industry ~~competitors have longer operating histories and greater resources than us~~evolves, ~~and~~we ~~could~~intend ~~focus their substantial financial resources~~ to ~~develop~~differentiate aourselves ~~competing~~through ~~business~~process ~~model~~reliability, ~~develop~~ ~~products~~scientific orvalidation, services that are more attractive to potential customers than what we offer or convince our potential customers that they should require financing arrangements that would be impractical for smaller companies to offer. Our competitors may also offer products at prices below cost and~~/or~~ ~~devote~~adherence ~~significant sales forces~~ to ~~competing~~emerging ~~with~~international usstandards ~~or attempt to recruit our key personnel by increasing compensation, any of which could improve their competitive positions. Any of these competitive factors could make it more difficult~~ for us toquality ~~attract~~ and retain customers; cause us to lower our prices in order to compete, and reduce our market share and revenue, any of which could have a material adverse effect on our financial condition and operating resultssafety. ~~We can provide no assurance that we will continue to effectively compete against our current competitors or additional companies that may enter our markets.~~

We7 ~~may~~Table beof ~~unable to manage our growth effectively.~~Contents

We expect our business and operations to expand rapidly and we anticipate that further expansion of our organization and operations will be required to achieve our expectations for future growth. In addition, in order to manage our expanding operations, we will also need to improve our management, operational and financial controls and our reporting systems and procedures. All of these measures will require significant expenditures and will demand the attention of management. If we do not continue to enhance our management personnel and our operational and financial systems and controls in response to growth in our business, we could experience operating inefficiencies that could impair our competitive position and could increase our costs more than we had planned. If we are unable to manage growth effectively, our business, financial condition and operating results could be adversely affected.Outlook

WeThe ~~plan~~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 ~~our~~for ~~business~~companies like VitaSpring that can deliver scientifically credible, inethically ~~part~~sourced, ~~through~~ ~~future~~and ~~acquisitions~~commercially scalable cell-based technologies.

WeBusiness ~~plan~~Model ~~to use acquisitions of companies or assets to expand our capabilities, expand our geographic markets, add experienced management~~ and ~~increase~~Revenue our product offerings. However, we may be unable to implement this growth strategy if we cannot identify suitable acquisition candidates, reach agreement with acquisition targets on acceptable terms or arrange required financing for acquisitions on acceptable terms. In addition, the time and effort involved in attempting to identify acquisition candidates and consummate acquisitions may divert members of our management from the operations of our company.Strategy

4We 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.

~~Any~~Business ~~future acquisitions could disrupt business.~~Model

~~Historically,~~· weResearch ~~have~~and ~~not~~Technology ~~made~~Development ~~any~~– ~~acquisitions as~~We ~~part~~intend ofto ~~our~~invest ~~growth~~in ~~strategy. However~~R&D to improve cell isolation, weculture, ~~plan~~and toexosome ~~use~~production ~~acquisitions~~methods. ofOur ~~companies~~near-term orobjective ~~assets~~is to ~~expand~~generate ~~our~~data ~~project~~and ~~skill-sets~~proprietary ~~and capabilities,~~processes ~~expand~~that ~~our~~can ~~geographic~~be ~~markets,~~licensed ~~add~~or ~~experienced~~used ~~management~~in future clinical and ~~increase~~commercial ~~our~~programs. ~~product~~· Contract Manufacturing and ~~service~~Research ~~offerings.~~Services ~~Yet~~– We intend to pursue a production platform to offer cell-culture, wepurification, ~~may~~and ~~be unable~~testing services to ~~implement~~third-party ~~this~~laboratories, ~~growth~~hospitals, ~~strategy~~and ifresearch weorganizations ~~cannot~~that ~~identify~~lack ~~suitable~~their ~~acquisition~~own ~~candidates,~~stem-cell ~~reach~~facilities. ~~agreement~~These ~~with~~services ~~acquisition~~may ~~targets on~~provide ~~acceptable~~early ~~terms~~revenue orand ~~arrange~~industry ~~required~~exposure ~~financing~~while ~~for~~advancing ~~acquisitions~~standardization onof ~~acceptable~~our ~~terms~~technology. In· ~~addition,~~Product ~~the~~Commercialization ~~time~~ and ~~effort~~Licensing ~~involved~~– inOver ~~attempting~~ the longer term, we intend to ~~identify~~develop ~~acquisition~~and ~~candidates~~license cell-based products, exosome formulations, and ~~consummate~~related ~~acquisitions~~wellness ~~may~~applications. ~~divert~~We ~~members~~expect ofcommercialization ~~our~~to ~~management~~occur ~~from~~through ~~the~~direct ~~operations~~sales, ofdistribution ~~our~~partnerships, ~~company~~or out-licensing arrangements once regulatory approvals are obtained.

IfRevenue ~~we are successful in consummating acquisitions, those acquisitions could subject us to a number of risks, including:~~Strategy

· ~~the~~Direct ~~purchase~~Product ~~price~~Sales: weSale ~~pay~~of ~~could~~biomedical ~~significantly~~or ~~deplete~~wellness ~~our~~products, ~~cash~~such ~~reserves~~as orexosome-based ~~result~~formulations inand ~~dilution~~stem-cell derivatives, subject to ~~our~~applicable ~~existing~~regulatory ~~stockholders;~~clearances. · weLicensing ~~may~~and ~~find~~Royalties: ~~that~~Granting ~~the~~rights ~~acquired~~to ~~company~~use orour ~~assets~~cell dolines, ~~not~~culture ~~improve~~technology, ~~our customer offerings~~ or ~~market~~manufacturing ~~position~~processes asin ~~planned;~~exchange ·for weupfront ~~may~~fees ~~have difficulty integrating the operations~~ and ~~personnel~~royalties ofon ~~the~~product ~~acquired~~sales. ~~company;~~ · ~~key~~Contract ~~personnel~~Research and ~~customers~~Manufacturing ofFees: ~~the~~Providing ~~acquired~~laboratory ~~company may terminate their relationships with the acquired company as a result of the acquisition; · we may experience additional financial~~ and ~~accounting~~process-development ~~challenges~~services ~~and~~to ~~complexities~~third-party inresearchers ~~areas such as tax planning~~ and ~~financial~~institutions ~~reporting;~~for ·a wefixed ~~may assume~~ or bemilestone-based ~~held~~fee. ~~liable~~· ~~for~~Collaborative ~~risks~~ and ~~liabilities~~Joint-Venture asRevenue: aEntering ~~result~~partnerships ofwith ~~our~~academic, ~~acquisitions~~hospital, ~~some of which we may not discover during our due diligence~~ or ~~adequately~~commercial ~~adjust~~entities ~~for~~to ~~in our acquisition arrangements; · we may incur one~~co-~~time~~develop ~~write-offs~~specific orapplications, ~~restructuring~~sharing ~~charges~~both incosts ~~connection~~and ~~with~~revenues. ~~the acquisition;~~ · weConsulting ~~may acquire goodwill~~ and ~~other~~Technology ~~intangible~~Transfer: ~~assets~~Offering ~~that~~technical ~~are~~expertise ~~subject~~and totraining ~~amortization~~related ~~or impairment tests, which could result in future charges~~ to ~~earnings;~~cell-culture and ·exosome wemanufacturing ~~may not be able to realize the cost savings or other financial benefits we anticipated~~methods.

~~These~~Pricing ~~factors could have a material adverse effect on our business, financial condition~~ and ~~operating~~Customer ~~results.~~Approach

We ~~may~~anticipate ~~incur~~ a ~~variety~~business-to-business of(B2B) ~~costs~~model, toserving ~~engage in~~institutional ~~future~~and ~~acquisitions~~clinical ofclients ~~companies,~~rather than direct retail customers. Pricing for products or ~~technologies~~services will be based on the complexity of manufacturing, exclusivity of technology, and market benchmarks within the ~~anticipated~~regenerative-medicine ~~benefits~~industry. ofWe ~~those~~intend ~~acquisitions~~to ~~may~~maintain ~~never~~flexibility beto ~~realized~~accommodate long-term partnerships and regional licensing arrangements.

AsLong-Term a part of our business strategy, we may make acquisitions of, or significant investments in, complementary companies, products or technologies, although no acquisitions or investments are currently pending. Any future acquisitions would be accompanied by risks such as:Objectives

· ~~difficulties~~Establish inVitaSpring ~~assimilating~~as ~~the~~a ~~operations~~recognized ~~and~~supplier ~~personnel~~ of ~~acquired~~ethically ~~companies;~~sourced, ·high-quality ~~diversion~~stem-cell ofmaterials. ~~our~~· ~~management's~~Build ~~attention~~a ~~from~~diversified ~~ongoing~~revenue ~~business~~base ~~concerns;~~through ·product ~~our~~sales, ~~potential~~service ~~inability~~income, toand ~~maximize~~licensing ~~our~~fees. ~~financial~~· ~~and~~Leverage ~~strategic~~partnerships ~~position~~in ~~through~~Asia, ~~the~~Europe, ~~successful~~and ~~incorporation~~North ofAmerica ~~acquired~~to ~~technology~~expand ~~and~~market ~~rights~~access. ~~into~~· ~~our~~Achieve ~~products;~~sustainable ·profitability ~~additional~~while ~~expense~~maintaining ~~associated~~regulatory ~~with~~compliance ~~amortization~~and ofscientific ~~acquired assets;~~integrity.

·8 ~~charges~~Table ~~at the time~~ of acquisitions related to the expensing of process research and development; · the exposure to additional debt to fund an acquisition; · dilution to existing shareholders should the Company raise additional equity; · maintenance of uniform standards, controls, procedures and policies; and · impairment of existing relationships with employees, suppliers and customers as a result of the integration of new management personnel.Contents

WeStrategic ~~cannot~~Partnerships ~~guarantee that we will be able to successfully integrate any business, products, technologies or personnel that we might acquire in the future,~~ and ~~our failure to do so would have a material adverse effect on our business, financial condition and operational results.~~Alliances

~~International~~We ~~operations~~are ~~could~~still ~~expose business~~in the development stage and continue to ~~additional~~build ~~risks~~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.

WeCompetitive expect to generate a portion of sales outside the United States in the future. International expansion and sales is one of our growth strategies, and we expect our revenue and operations outside of North America will expand in the future. These operations will be subject to a variety of risks that we do not face in the United States including:Landscape

·The ~~increased~~regenerative-medicine ~~travel, infrastructure~~ and ~~legal~~biotechnology ~~and~~industries ~~compliance~~are ~~costs~~highly ~~associated~~competitive ~~with multiple international locations; · additional withholding taxes or other taxes on our foreign income,~~ and ~~tariffs~~characterized orby ~~other~~rapid ~~restrictions on foreign trade or investment; · imposition of~~innovation, orscientific ~~unexpected adverse changes in~~advancement, ~~foreign~~and ~~laws~~evolving orregulation. ~~regulatory~~We ~~requirements,~~intend ~~many of which differ from those in the United States; · increased exposure~~ to ~~foreign~~compete ~~currency~~with ~~exchange~~both ~~rate~~early-stage ~~risk;~~biotechnology ·firms ~~longer~~and ~~payment~~established ~~cycles~~life-science ~~for~~companies ~~sales~~engaged in ~~some~~stem-cell ~~foreign countries~~ and ~~potential~~exosome ~~difficulties~~research. inKey ~~enforcing~~competitive ~~contracts~~factors ~~and~~include ~~collecting~~scientific ~~accounts~~credibility, ~~receivable;~~cell-production ·quality, ~~difficulties~~intellectual-property inprotection, ~~repatriating~~cost ~~overseas~~efficiency, ~~earnings;~~and ·regulatory ~~general~~compliance. ~~economic~~Many ~~conditions~~of inour ~~the~~competitors ~~countries~~have ingreater ~~which we operate; and · political unrest~~financial, ~~war~~technical, ~~incidents~~and ofmarketing ~~terrorism~~resources orthan ~~responses~~we ~~to such events~~do.

5Regulatory Matters

Our ~~overall~~operations ~~success~~will inbe subject to domestic and international ~~markets will~~laws ~~depend~~and regulations governing biomedical research, incell ~~part~~storage, onand ~~our~~manufacturing. ~~ability~~Although towe ~~succeed~~are innot ~~differing~~yet ~~legal,~~producing or selling products that require regulatory, ~~economic,~~approval ~~social~~from the U.S. Food and ~~political~~Drug ~~conditions.~~Administration We(“FDA”), ~~may~~we ~~not be~~intend ~~successful~~to inalign ~~developing~~our ~~and~~procedures ~~implementing~~with ~~policies~~Good Tissue Practice (GTP) and ~~strategies~~Good ~~that~~Manufacturing ~~will~~Practice be(GMP) ~~effective~~standards into ~~managing~~prepare ~~these~~for ~~risks~~future inregulatory ~~each~~submissions. ~~country~~As ~~where~~ we doexpand ~~business.~~internationally, ~~Our~~we ~~failure~~may toalso ~~manage~~be ~~these~~subject ~~risks~~to ~~successfully~~laws ~~could~~relating ~~harm~~to ~~our~~biological ~~international~~exports, ~~operations~~clinical-trial oversight, ~~reduce~~and ~~our~~biotechnology ~~international~~transfer. ~~sales and~~We ~~increase~~will ~~our~~implement ~~costs,~~appropriate ~~thus~~compliance ~~adversely~~systems ~~affecting~~and ~~our~~oversight ~~business,~~mechanisms ~~financial~~prior ~~condition~~to ~~and~~the ~~operating~~commercial ~~results~~launch of any regulated products.

~~Insurance~~Employees and ~~contractual~~Human ~~protections may~~Capital ~~not always cover lost revenue.~~Resources

~~Although~~As of November 12, 2025, we ~~possess~~had ~~insurance~~no full-time employees other than our executive officers. Our operations are currently conducted by a network of contractors, ~~warranties from~~consultants, ~~suppliers~~scientists, and ~~subcontractors~~research ~~obligations~~partners towho ~~meet~~support ~~certain~~our ~~performance~~technical ~~levels~~ and ~~attempt,~~administrative ~~where~~needs. ~~feasible,~~As towe ~~pass~~progress ~~risks~~toward commercialization, we ~~cannot control~~intend to expand our ~~customers,~~organization by hiring key personnel in the ~~proceeds~~areas of ~~such~~research ~~insurance,~~and ~~warranties~~development, ~~performance~~quality ~~guarantees~~assurance, orregulatory ~~risk~~affairs, ~~sharing~~and ~~arrangements~~business ~~may~~development. ~~not~~We beplan ~~adequate~~ to ~~cover~~recruit ~~lost~~individuals ~~revenue~~with biomedical, ~~increased~~biotechnology, ~~expenses~~and orcell-science ~~liquidated~~experience, ~~damages~~and ~~payments~~to build a culture that ~~may~~values betechnical ~~required~~excellence, incollaboration, ~~the~~and ~~future~~integrity.

WeRecruitment ~~rely on outside consultants, employees, manufacturers~~ and ~~suppliers.~~Retention

We believe our ability to attract and retain talent will ~~rely~~be oncritical ~~the~~to ~~experience~~our ofsuccess. ~~outside consultants~~We aim to maintain a work environment that emphasizes scientific curiosity, ~~employees~~teamwork, ~~manufacturers~~ and ~~suppliers.~~respect, Inwhile ~~the~~offering ~~event~~competitive ~~that~~compensation, ~~one~~professional orgrowth ~~more~~opportunities, ofand ~~these~~a ~~consultants~~mission-driven orculture ~~employees~~focused ~~terminates~~on ~~employment with~~improving health and wellness through biotechnology. When we obtain the ~~Company~~necessary capital and expand, orwe ~~becomes~~plan ~~unavailable~~to establish programs that promote employee development, ~~suitable~~inclusion, ~~replacements~~and ~~will~~ethical ~~need~~conduct. We expect to beretain ~~obtained~~qualified ~~and~~professionals ~~there~~by isoffering noengaging ~~assurance~~research ~~that~~opportunities, ~~such~~clear ~~employees or~~advancement ~~consultants~~paths, ~~could~~and bea ~~obtained~~collaborative ~~under~~culture ~~conditions~~that ~~favorable~~encourages toinnovation usand accountability.

WeLegal ~~rely on Strategic relationships to promote our products.~~Proceedings

We ~~will~~are ~~rely~~not onsubject ~~strategic partnerships with outside companies and individuals~~ to ~~promote~~any ~~and~~legal ~~supply~~proceedings ~~certain~~as ofdiscussed ~~our~~in ~~products,~~Item ~~thus making the future success of our business particularly contingent on the efforts of other parties~~3. AnSee ~~important~~Item ~~part of our strategy is to promote acceptance of our products through technology and product alliances with certain distributors who we feel could assist us with our promotion strategies~~3. ~~Our~~Legal ~~dependence~~Proceedings onfor ~~outside~~information ~~distributors, however,~~related ~~raises potential risks with respect~~ to ~~the future success of~~ our ~~business.~~former ~~Our~~officers ~~success is dependent on the successful completion~~ and ~~commercial deployment of our products and services and on the future commitment of our distributors to our products and technology~~director.

~~We rely on our suppliers.~~Facilities

WeOur ~~will rely on key vendors and suppliers to provide high quality products and services on a consistent basis. The Company uses outside assembly~~ facilities ~~and~~are ~~contract~~discussed manufacturers to produce quantities of materials these include, manufacturing facilities, warehouses, shippers, testing facilities and other critical vendor partners. The future success of the Company is contingent on the efforts and performance of these suppliers. Although in ~~the~~Item past we have obtained adequate quantities of raw materials and finished product on acceptable terms to meet our requirements, we may have difficulty in locating or using alternative resources should supply problems arise with the current suppliers2. An interruption or reduction in the source of supply of any of the component materials, or an unanticipated increase in vendor prices, could materially affect our operating results and damage customer relationships as well as our business.

~~There can be no assurance that we will generate sufficient revenues to support our operation or a positive cash flow.~~Seasonality

~~There can be no assurance that our proposed operations will result in sufficient revenues to enable us to operate at profitable levels or to generate positive cash flow~~None. As a result of the Company's limited operating history and the nature of the markets in which it competes, the Company may not be able to accurately predict its revenues. Any failure by the Company to accurately make such predictions would have a material adverse effect on the Company's business, results of operations and financial condition. Further, the Company's current and future expense levels are based largely on its investment plans and estimates of future revenues. The Company expects operating results to fluctuate significantly in the future as a result of a variety of factors, many of which are outside of the Company's control. Factors that may adversely affect the Company's operating results include, among others, demand for the products of the Company, the budgeting cycles of potential customers, lack of enforcement of or changes in governmental regulations or laws, the amount and timing of capital expenditures and other costs relating to the expansion of the Company's operations, the introduction of new or enhanced products and services by the Company or its competitors, the timing and number of new hires, changes in the Company's pricing policy or those of its competitors, the mix of products, increases in the cost of raw materials, technical difficulties with the products, incurrence of costs relating to future acquisitions, general economic conditions, and market acceptance of the company's products. As a strategic response to changes in the competitive environment, the Company may from time to time make certain pricing, service or marketing decisions or business combinations that could have a material adverse effect on the Company's business, results of operations and financial condition. Any seasonality is likely to cause quarterly fluctuations in the Company's operating results, and there can be no assurance that such patterns will not have a material adverse effect on the Company's business, results of operations and financial condition. The Company may be unable to adjust spending in a timely manner to compensate for any unexpected revenue shortfall.

69 Table of Contents

IfAvailable ~~we are unable to successfully recruit and retain qualified personnel, we may not be able to continue our operations.~~Information

InOur ~~order~~filings towith ~~successfully~~the ~~implement~~Securities and ~~manage our~~Exchange ~~business~~Commission ~~plan,~~(“SEC”) weare ~~will~~available ~~depend~~at ~~upon,~~www.sec.gov. ~~among~~These ~~other~~filings ~~things,~~include ~~successfully~~annual ~~recruiting~~reports ~~and~~on ~~retaining~~Form ~~qualified~~10-K, ~~personnel~~quarterly ~~having~~reports ~~experience in~~on ~~the~~Form ~~consumer~~10-Q, ~~goods~~and ~~industry.~~current ~~Competition~~reports ~~for~~on ~~qualified~~Form ~~individuals~~8-K, isas ~~intense.~~well Weas ~~may~~any ~~not~~amendments bethereto. ~~able~~We tomake ~~find,~~these ~~attract~~filings ~~and~~available ~~retain~~free ~~qualified personnel~~of charge on ~~acceptable~~our ~~terms.~~website Ifas wesoon ~~are~~as ~~unable~~reasonably topracticable ~~find,~~after ~~attract~~filing ~~and retain qualified personnel~~ with ~~technical~~the ~~expertise, our business operations could suffer~~SEC.

IfItem we1A. ~~fail~~Risk ~~to protect our intellectual property, our planned business could be adversely affected~~Factors.

~~Despite~~We ~~our~~are ~~efforts~~a tosmaller ~~protect~~reporting ~~our~~company ~~proprietary rights,~~and ~~unauthorized~~not ~~parties~~required ~~may attempt~~ to ~~copy~~provide ~~aspects~~this ~~of our products or obtain and use~~ information ~~that we regard as proprietary~~. Unauthorized use of our proprietary technology could harm our business. Litigation to protect our intellectual property rights can be costly and time-consuming to prosecute, and there can be no assurance that we will have the financial or other resources necessary to enforce or defend a patent infringement or proprietary rights violation action.

WeItem ~~may~~1B. beUnresolved ~~subject~~Staff ~~to lawsuits related to products we purchase from our suppliers or the services performed by our providers~~Comments.

~~In the future, we may be a party to, or may be otherwise responsible for, pending or threatened lawsuits or other claims related to products we purchase from our approved manufacturers and suppliers~~None. We intend to require our approved providers to have product liability insurance, but there can be no assurance that such product liability insurance will be sufficient to protect us against potential liability. Additionally, there is no certainty that we will not be named in an action for product liability. Such cases and claims may raise difficult and complex factual and legal issues and may be subject to many uncertainties and complexities, including, but not limited to, the facts and circumstances of each particular case or claim, the jurisdiction in which each suit is brought, and differences in applicable law. Upon resolution of any pending legal matters or other claims, we may incur charges in excess of established reserves. Product liability lawsuits and claims, safety alerts or product recalls in the future, regardless of their ultimate outcome, could have a material adverse effect on our business and reputation and on our ability to attract and retain customers and joint venture partners. Our business, profitability and growth prospects could suffer if we face such negative publicity.

~~Risks~~Item ~~Related~~1C. ~~to Our Products~~Cybersecurity.

WeAs ~~face~~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 ~~defective~~the ~~products~~ 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, asscale, and operational complexity. We intend to implement a ~~result~~formal cybersecurity risk assessment and governance policy by Q1 2026. This process will include third-party vendor risk assessment, aincident ~~damaged~~response ~~reputation~~protocols, and reporting mechanisms to management and the sole director.

IfRisk ~~any~~management ~~of our products contain defects, or have reliability, quality or compatibility problems, our reputation could be damaged significantly~~ and customers might be reluctant to use our products, which could result in the loss of revenues. We may have to invest significant capital and other resources to correct these problems. Such expenditures to correct defects and the effect on our reputation could have a material adverse effect on the business, financial condition and results of operations of the Company.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. We ~~face~~rely on third-party cloud-based software and IT vendors for the ~~risk~~majority of ~~product~~our ~~liability claims~~infrastructure and ~~uninsured~~data ~~losses~~storage, and we depend on their built-in security protocols.

We ~~face~~have annot ~~inherent~~yet ~~business~~experienced ~~risk~~any ofknown ~~exposure to~~material ~~product~~cybersecurity ~~liability~~incidents. ~~claims~~However, in the ~~event~~lack ~~that~~of ~~the~~a ~~use~~formal ofcybersecurity ~~our~~risk ~~technology~~management orframework ~~products~~may isexpose ~~alleged~~us to ~~have~~vulnerabilities ~~resulted~~that incould ~~adverse~~have ~~effects.~~an ~~To date,~~adverse noeffect ~~claim~~on ~~for~~our ~~damages~~operations, ~~has~~financial ~~been~~position, ~~asserted~~or ~~against~~reputation ~~the~~if ~~Company. There can be no assurance that liability claims will~~ not ~~exceed~~appropriately ~~the coverage~~addressed ~~limits~~in ~~of any policies purchased by~~ the ~~Company~~future. orWe ~~that~~are ~~such~~currently ~~insurance~~evaluating ~~will continue to be available on commercially reasonable terms or at all. If~~ the ~~Company~~need ~~does~~for ~~not~~a ormore ~~cannot~~structured ~~maintain~~cybersecurity ~~sufficient~~program ~~liability~~and ~~insurance,~~anticipate ~~its~~allocating ~~ability~~resources to ~~operate~~strengthen ~~may~~our berisk ~~significantly impaired.~~management Inprocesses ~~addition,~~as ~~liability~~we ~~claims could have a material adverse effect on the business, financial condition and results of operations of the Company~~grow.

We have comprehensive insurance, including liability, fire, and extended coverage. Certain losses of a catastrophic nature such as from floods, tornadoes, thunderstorms and earthquakes are uninsurable or not economically insurable. Such "Acts of God," work stoppages, regulatory actions or other causes, could interrupt operations and adversely affect our business.Governance

ItCybersecurity oversight is ~~incumbent~~provided ~~upon~~by usour executive officers, who periodically review cybersecurity considerations as part of their general oversight of business operations and IT needs. The Board of Directors has not yet established a dedicated cybersecurity committee or delegated specific oversight responsibility to ~~keep~~an upexisting ~~with technological~~committee. ~~change~~Cybersecurity sorisks, ~~that~~to ~~our~~the ~~products~~extent ~~can~~material, ~~maintain~~are ~~their~~discussed ~~demand~~by inmanagement with the ~~marketplace~~Board on an ad hoc basis.

~~There~~Our ~~can~~management beteam nois ~~assurance~~responsible ~~that~~for ~~our~~monitoring ~~competitors will~~industry ~~not~~trends, ~~succeed~~consulting inwith ~~developing~~outside orIT ~~marketing~~vendors, ~~products~~and ortaking ~~technologies~~basic ~~that~~steps ~~are~~to ~~more~~protect ~~effective~~company ~~and/or~~systems ~~less costly~~ and ~~which render the Company's products obsolete or non-competitive~~data. InAlthough ~~addition,~~none ~~new technologies and procedures could be developed that replace or reduce the value~~ of our ~~products.~~executive ~~Our~~officers ~~success~~have ~~will~~formal ~~depend~~cybersecurity incredentials, ~~part~~we onrecognize ~~our ability to respond quickly to technological changes through~~ the ~~development~~importance ~~and introduction~~ of ~~new~~increasing ~~products~~our ~~and~~capabilities ~~to successfully market these products. There can be no assurance that new product development efforts will result~~ in ~~any~~this ~~commercially~~area ~~successful~~as ~~products.~~we Ascale ~~failure to develop and successfully market new products could have a material adverse effect on~~ our ~~business,~~operations ~~financial condition~~ and ~~results of operations~~infrastructure.

7Item 2. Properties.

~~Risks~~We ~~Relating~~do tonot own any real property and currently lease our offices located at 5225 Canyon Crest Drive, Suite 71-802, Riverside, CA 92507. Our ~~Common~~lease ~~Stock~~is for a virtual office space, and our rent is $25 per month. Our telephone number (949) 289-6789. During fiscal 2023 and 2024, we maintained a branch office were 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 710, Riverside, CA 92507. The Riverside location serve as our current executive office as of the date of this report.

If10 weTable ~~issue additional securities in the future, it will result in the dilution~~ of ~~our existing stockholders.~~Contents

~~Our~~Item ~~articles of incorporation authorize the issuance of up to 75,000,000 shares of our common stock, with a par value of $0~~3.~~001~~ ~~per~~Legal ~~share~~Proceedings. Our board of directors may choose to issue some or all of such shares to acquire one or more companies or products and to fund our overhead and general operating requirements. The issuance of any such shares will reduce the book value per share and may contribute to a reduction in the market price of the outstanding shares of our common stock. If we issue any such additional shares, such issuance will reduce the proportionate ownership and voting power of all current stockholders. Further, such issuance may result in a change of control of our company.

~~Trading~~We ofare ~~our~~not ~~stock~~currently isinvolved ~~restricted~~in byany ~~the~~legal ~~Securities~~proceedings, ~~Exchange~~and ~~Commission's~~we ~~penny~~are ~~stock~~not ~~regulations,~~aware ~~which~~of ~~may~~any ~~limit~~pending aor ~~stockholder's~~potential ~~ability to~~legal ~~buy~~actions ~~and~~against ~~sell our common stock~~us.

~~The~~As ~~Securities~~disclosed ~~and~~in ~~Exchange~~our ~~Commission has~~Current ~~adopted~~Report regulations which generally define "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on ~~broker~~Form 8-~~dealers~~K ~~who~~filed ~~sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions~~ with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the ~~rules, to deliver a standardized risk disclosure document in a form prepared by the~~ Securities and Exchange Commission, ~~which~~on ~~provides~~August ~~information~~11, ~~about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock~~2025, ~~the~~certain ~~compensation~~ of ~~the broker-dealer~~our ~~and~~former ~~its~~officers ~~salesperson in the transaction~~ and ~~monthly~~our ~~account~~director ~~statements~~are ~~showing~~subject ~~the market value~~ of ~~each~~legal ~~penny~~proceedings ~~stock held~~ in ~~the customer's account~~Taiwan. ~~The~~These ~~bid~~matters ~~and~~do ~~offer~~not ~~quotations,~~involve ~~and the broker-dealer and salesperson compensation information~~us, ~~must be given to the customer orally or in writing prior to effecting the transaction~~ and ~~must~~we beare ~~given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock~~ not ~~otherwise~~ ~~exempt from these rules, the broker-dealer must make~~ a ~~special~~party ~~written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement~~ to ~~the~~any ~~transaction. These disclosure requirements may have the effect~~ of ~~reducing~~ the ~~level~~proceedings ofreferenced ~~trading activity~~ in the ~~secondary~~Form ~~market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker~~8-~~dealers to trade our securities~~K. ~~We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.~~

~~FINRA~~Please ~~sales~~refer ~~practice~~to ~~requirements~~the ~~may also~~Form ~~limit~~8-K afor ~~stockholder's~~additional ~~ability~~information toregarding ~~buy~~those ~~and sell our stock~~matters.

InItem addition to the "penny stock" rules described above, the Financial Industry Regulatory Authority ("FINRA") has rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer4. ~~Prior~~ toMine ~~recommending~~Safety speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other informationDisclosures. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our stock.

~~The~~Not ~~price of our common stock may be negatively impacted by factors that are unrelated to our operations~~applicable.

~~Although~~11 ~~our~~Table common stock is currently listed for quotation on the OTC Markets and a market is established and trading has begun, trading through the OTCQB is frequently thin and highly volatile. There is no assurance that a sufficient market will continue in our stock, in which case it could be difficult for stockholders to sell their stock. The market price of our common stock could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, quarterly operating results of our competitors, trading volume in our common stock, changes in general conditions in the economy and the financial markets or other developments affecting our competitors or us. In addition, the stock market is subject to extreme price and volume fluctuations. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock.Contents

~~Because~~PART ~~we may not be able to attract the attention of major brokerage firms, it could have a material impact upon the price of our common stock.~~II

8Market Information

Our ~~bylaws~~common ~~contain~~stock ~~provisions~~is ~~indemnifying our~~quoted ~~officers~~on ~~and~~the ~~directors~~OTC ~~against~~Pink ~~all~~marketplace ~~costs,~~under ~~charges~~the ~~and~~symbol ~~expenses~~“VSBC.” ~~incurred~~The OTC Pink is a decentralized, quotation-driven market operated by ~~them~~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.

~~Our~~There ~~bylaws~~is ~~contain~~very ~~provisions~~limited ~~with~~public ~~respect to~~trading ~~the~~in ~~indemnification of~~ our ~~officers~~common ~~and~~stock. ~~directors~~During ~~against~~the ~~all~~fiscal ~~costs,~~years ~~charges~~ended ~~and~~January ~~expenses~~31, ~~including~~2022 anand ~~amount~~January ~~paid~~31, to2021, ~~settle~~trading anvolume ~~action or~~was ~~satisfy a judgment~~minimal, ~~actually~~ and ~~reasonably~~no ~~incurred~~consistent bybid ~~them,~~or ~~including~~ask anquotations ~~amount~~were ~~paid~~reported. toAs ~~settle an action or satisfy~~ a ~~judgment in a civil~~result, ~~criminal~~we orare ~~administrative~~unable ~~action or proceeding~~ to ~~which~~provide ~~they~~high ~~are~~and ~~made~~low ~~parties~~bid byquotations ~~reason~~for ofthe ~~their~~respective ~~being~~fiscal ~~or having been our directors or officers~~quarters.

We do not intend to pay dividends on the shares of stock of our company and any gain on an investment in our company will need to come through an increase in our stock's price, which may never happen.

	High		Low
Fiscal Quarters for the Fiscal Year ended January 31, 2023⁽¹⁾
January 31, 2023	$	15.30	$	12.00
October 31, 2022	$	16.50	$	10.00
July 31, 2022	$	16.50	$	10.00
April 30, 2022	$	15.00	$	14.00

Fiscal Quarters for the Fiscal Year Ended January 31, 2022
January 31, 2022	$	19.50	$	14.00
October 31, 2021	$	15.80	$	15.10
July 31, 2021	$	15.80	$	11.04
April 30, 2021	$	13.19	$	8.00

WeBecause ~~have~~our ~~never~~stock ~~paid~~trades ~~any~~infrequently ~~cash dividends~~ and ~~currently~~ dowith ~~not~~low ~~intend~~volume, toinvestors ~~pay~~may ~~any~~have ~~dividends~~difficulty ~~for~~buying ~~the~~or ~~foreseeable~~selling ~~future.~~shares Toat ~~the~~desired ~~extent~~prices ~~that~~or weat ~~require additional funding currently not provided for in our financing plan, our funding sources may prohibit the payment of a dividend~~all. ~~Because~~We wemake dono ~~not~~representation ~~intend~~that toan ~~declare~~active ~~dividends, any~~or ~~gain~~liquid ontrading anmarket ~~investment~~exists inor ~~our company~~ will ~~need~~develop ~~to come through an increase~~ in the ~~stock's price~~future. ~~This may never happen and investors may lose all of their investment in our company.~~

~~Due~~As toof ~~factors~~January ~~beyond~~31, ~~our control~~2023, there were approximately 538 shareholders of record of our common stock. ~~price~~This ~~may~~number bedoes ~~volatile~~not include beneficial owners who hold their shares in “street name” through brokerage firms or other nominees.

~~The~~As ~~market~~of ~~price~~November ~~for~~12, ~~our~~2025, we had 207,030,030 shares of common stock ~~has been~~issued ~~highly~~and ~~volatile~~outstanding. atThe ~~times.~~increase Asin ~~long~~outstanding asshares ~~the~~since ~~future~~January ~~market~~31, ~~for~~2023, ~~our~~reflects ~~common~~share ~~stock~~issuances isfor ~~limited~~services, ~~shareholders~~financing, ~~may~~and ~~only~~other becorporate ~~able~~purposes subsequent to ~~sell~~the ~~them at~~fiscal ayear ~~loss~~end.

In addition, the stock markets have experienced extreme price and volume fluctuations in recent years that have affected and continue to affect the market prices of equity securities of many technology companies. Stock prices of many such companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. These broad market fluctuations may adversely affect the trading price of our common stock. In the past, following periods of volatility in the market price of a company's securities, class action litigation has often been instituted against such company. Any litigation of this type brought against us could result in substantial costs and a diversion of our management's attention and resources, which would harm our business, operating results and financial condition.Dividends

We have never declared or paid dividends on our common stock and do not ~~intend~~expect to pay dividends ~~on any investment~~ in the ~~shares~~foreseeable offuture. ~~common~~Our ~~stock~~sole ofdirector ~~our~~will ~~company~~decide whether to declare dividends in the future, and ~~any~~that ~~gain~~decision will depend on anmany ~~investment~~factors, inincluding our ~~common~~earnings, ~~stock~~cash ~~will~~needs, ~~need~~financial tocondition, ~~come~~capital ~~through~~requirements, anlegal ~~increase~~and ~~in our~~contractual ~~stock’s price~~restrictions, ~~which~~and ~~may~~any ~~never~~other ~~happen~~factors our sole director considers relevant.

WeAt ~~have~~this ~~never~~time, ~~paid~~we ~~any~~plan ~~cash dividends and currently do not intend~~ to ~~pay~~retain any ~~dividends~~available onfunds ~~our~~and ~~common~~future ~~stock~~earnings ~~for~~to ~~the~~support ~~foreseeable future. To~~ the ~~extent~~growth ~~that~~and wedevelopment ~~require~~of ~~additional funding currently not provided for in~~ our ~~financing~~business. ~~plan,~~As ~~our funding sources may prohibit the payment of~~ a ~~dividend.~~result, ~~Because~~investors weshould do not ~~intend~~expect to ~~declare dividends,~~receive ~~any~~cash ~~gain~~dividends on ~~an investment in~~ our ~~company will need to come through an increase in our~~ common stock’s ~~price. This may never happen and investors may lose all of their investment~~ in ~~our~~the ~~company~~near term.

~~ITEM~~There ~~1B.~~can ~~UNRESOLVED~~be ~~STAFF~~no ~~COMMENTS~~assurance that we will ever declare or pay cash dividends on our common stock.

~~None.~~ Equity Compensation Plan Information

~~ITEM~~As 2of November 12, 2025, we do not have any equity compensation plans or other arrangements that provide for the issuance of our common stock to employees, officers, our sole director, or consultants. ~~PROPERTIES~~No shares of our common stock have been authorized or reserved for issuance under any equity compensation plan, whether approved by shareholders or not.

We12 ~~maintain~~Table ~~our head office at 400 Spectrum Center Dr. #1620, Irvine, CA 92618. This property is leased until March 21, 2024 at a rate~~ of ~~$ 15.125 per month. We believe that all our property has been adequately maintained, is generally in good condition, and is suitable and adequate for our business.~~Contents

~~ITEM~~Recent 3.Sales ~~LEGAL~~of ~~PROCEEDINGS~~Unregistered Securities

~~From~~Between ~~time~~December to1, ~~time~~2022, we ~~may become involved in various lawsuits~~ and ~~legal~~January ~~proceedings~~31, ~~which~~2023, ~~arise in~~ the ~~ordinary~~Company ~~course~~issued ~~of business. However~~510,000 ~~litigation is~~shares ~~subject~~of tocommon ~~inherent~~stock ~~uncertainties, and an adverse result in these, or other matters, may arise from time~~ to ~~time~~a ~~that~~service ~~may~~provider ~~harm~~for ~~our business~~services rendered.

9There were 207,030,030 and 206,520,030 shares of common stock issued as of January 31, 2023 and 2022, respectively.

~~ITEM~~Excluding 4.shares ~~MINE~~issued ~~SAFETY~~under ~~DISCLOSURES~~stock-based compensation plans that had not yet vested, there were 152,075,197 and 118,592,297 shares of common stock outstanding as of January 31, 2023 and 2022, respectively.

~~Not~~All ~~applicable~~of the above issuances were made in offshore transactions to non-U.S. persons and were exempt from registration under the Securities Act of 1933, as amended, pursuant to Regulation S. No underwriters were involved, and no commissions or other remuneration were paid in connection with these issuances.

10Transfer Agent

~~PART~~Our IItransfer 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.

~~ITEM~~Additional ~~5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES~~Information

~~Market~~Copies ~~for~~of ~~Our~~our ~~Common~~annual ~~Stock~~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.

~~Since~~The ~~approximately~~information ~~October~~contained 3,in ~~2019,~~ our ~~common~~ ~~stock~~filings, ~~has~~including ~~been~~any ~~quoted~~forward-looking ~~on the OTC Pink Market~~statements, ~~which~~ is ~~part~~made as of the ~~OTC~~date ~~Market~~of ~~Group's~~the ~~quotation~~respective ~~system~~document. We ~~were~~do ~~initially~~not ~~traded under~~undertake ~~the~~any ~~symbol~~obligation ~~"SHNC"~~to ~~but~~update ~~beginning~~such instatements ~~April~~or ~~2020~~documents, ~~our~~except ~~stock~~as ~~began~~required ~~trading~~by ~~under~~applicable ~~the symbol "VSBC"~~law.

~~The~~Item ~~following table sets forth, for the periods indicated, the high and low closing prices of our common stock~~6. ~~These prices reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions~~[Reserved].

	Closing Prices (1)
	High	Low
FISCAL YEAR ENDED JANUARY 31, 2022
Fourth Quarter	$ 19.50	$ 14.00
Third Quarter	$ 15.80	$ 15.10

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Second Quarter	$ 15.80	$ 11.04
First Quarter	$ 13.19	$ 10.90

The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this Annual Report on Form 10-K. This section contains forward-looking statements that involve risks and uncertainties, and reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed below. See “Special Note Regarding Forward-Looking Statements.”

~~(1) The~~Forward-Looking ~~above tables set forth the range of high and low closing prices per share of our common stock as reported by www.finance.yahoo.com for the periods indicated.~~Statements

~~Approximate~~This ~~Number~~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 ~~Holders~~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 ~~Our Common~~the ~~Stock~~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 ofused ~~January~~in ~~31,~~this ~~2022~~annual report, the ~~Company~~terms ~~had~~“we,” ~~approximately~~“us,” ~~450~~“our,” ~~stockholders of~~or ~~record~~“the atCompany,” ~~Empire~~mean ~~Stock~~VitaSpring ~~Transfer~~Biomedical ~~Inc~~Co., ~~and 206~~Ltd.,~~520,030~~ unless otherwise indicated.

~~shares~~All ofdollar ~~common~~amounts ~~stock~~refer ~~were~~to ~~issued~~US ~~and~~dollars ~~outstanding~~unless otherwise indicated.

~~Our~~13 ~~registrar~~Table ~~and~~of transfer agent for our common stock is Empire Stock Transfer Inc. Its address is 1859 Whitney Mesa Dr. | Henderson, NV 89014, and their telephone number and facsimile are +(702) 818-5898 and +(702) 974-1444, respectively.Contents

~~Dividend Policy~~Overview

~~The~~We ~~Company~~are ~~has~~a ~~not~~development-stage ~~declared~~biomedical ~~any~~and ~~dividends since~~nutraceutical ~~incorporation~~company ~~and~~focused ~~does~~on ~~not~~cell-based ~~anticipate~~technologies ~~doing~~for soregenerative and preventative health applications. engaged in the ~~foreseeable~~research, ~~future~~development, and commercialization of products that promote wellness and a healthy lifestyle. We ~~currently~~began ~~intend~~limited tooperations ~~retain~~in ~~most~~2019 and underwent a change of ownership effective January 21, if2020, ~~not~~resulting ~~all~~in a new management team and strategic direction. In connection with this ownership change, we filed a Certificate of Amendment to our ~~available~~ ~~funds~~Articles ~~and~~of ~~any~~Incorporation ~~future~~to ~~earnings~~change our corporate name to ~~operate~~VitaSpring ~~and~~Biomedical ~~expand~~Co. ~~our~~Ltd., ~~business~~which became effective on April 21, 2020, following clearance by the Financial Industry Regulatory Authority (“FINRA”).

~~Our~~As ~~board~~ of ~~directors~~the ~~has~~date ~~discretion~~of ~~on whether~~this tofiling, ~~pay~~we ~~dividends~~have ~~unless~~not ~~the~~commenced ~~distribution~~principal ~~would~~revenue-generating ~~render~~operations usand ~~unable~~have togenerated ~~repay~~limited ~~our~~revenues ~~debts~~since ~~as they become due~~inception. ~~Even~~Our ifoperations ~~our~~have ~~board~~been oflimited ~~directors decides~~ to ~~pay~~organizational ~~dividends~~activities, ~~the~~administrative ~~form~~functions, ~~frequency~~ and ~~amount~~preparation ~~will~~for ~~depend upon our~~ future ~~operations~~service ~~and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant~~offerings.

~~Securities~~Results ~~Authorized~~of ~~for Issuance Under Equity Compensation Plans~~Operation

~~See~~For ~~Item~~the 12year -ended ~~Security~~January ~~Ownership~~31, of2023 ~~Certain Beneficial~~compared ~~Owners~~to ~~and~~year ~~Management~~ended ~~and~~January ~~Related Stockholder Matters~~31, ~~"Securities Authorized for Issuance Under Equity Compensation Plans".~~2022

Recent Sales of Unregistered Securities

	Year Ended January 31, 2023			Year Ended January 31, 2022
Revenues	$	-		$	5,613,200
Cost of Goods Sold		3,333,000			3,545,200
Gross (Loss) Profit		(3,333,000	)		2,068,000
Operating Expenses		844,836			941,336
(Loss) Income from Operations		(4,177,836	)		1,126,664
Other Income		8,059			-
(Loss) Income Before Income Taxes		(4,169,777	)		1,126,664
Provision for Income Taxes		5,381			(217,104	)
Net (Loss) Income	$	(4,164,396	)	$	909,560
Basic and Diluted EPS	$	(0.02	)		0.00
Weighted Average Shares Outstanding		206,521,427			205,983,864

On November 24, 2020, the Board of Directors of the Company approved the issuance of approximately 6,223,520 shares of common stock at a deemed price of $0.005 per share for services to certain non-US founders of the Company.Revenue

11We generated no revenue during the fiscal year ended January 31, 2023, compared with $5,613,200 during the prior year. The decrease was due to the completion of certain product sales in fiscal 2022 that did not recur in fiscal 2023. We are currently focusing on restructuring our product strategy and developing long-term partnerships rather than pursuing short-term sales.

OnCost ~~July 14, 2020, the Board~~ of ~~Directors~~Goods ~~of the Company approved the issuance of approximately16,468,400 shares of common stock to certain non-U.S. accredited investors at a purchase price of $0.005 per share.~~Sold

InCost ~~addition,~~of ongoods ~~July~~sold ~~14,~~was ~~2020~~$3,333,000 ~~the~~in ~~Board~~fiscal ~~of Directors~~2023 ~~approved~~compared ~~the~~with ~~issuance of 131~~$3,~~891~~545,~~600~~200 ~~shares~~in offiscal ~~common~~2022. ~~stock~~Although atrevenue ~~par~~declined ~~value~~to zero, we continued to ~~non-U.S.~~incur ~~based~~costs ~~consultants~~related to inventory, ~~directors~~laboratory operations, and ~~employees~~product development. These costs were associated with maintaining research activity and quality-control procedures necessary to preserve production capacity for future commercialization.

~~Purchases~~Gross of(Loss ~~Our~~)/Profit ~~Equity Securities~~

NoWe ~~repurchases~~recorded a gross loss of ~~our~~$3,333,000 ~~common~~for ~~stock~~the ~~were made~~year ~~during~~ended January 31, 2023, compared with a gross profit of $2,068,000 in fiscal ~~2021~~2022. The swing to a loss was primarily the result of the absence of sales in fiscal 2023 while fixed production and development costs continued.

~~ITEM~~Operating ~~6. SELECTED FINANCIAL DATA~~Expenses

~~Smaller~~Operating ~~reporting~~expenses ~~companies~~totaled ~~are~~$844,836 ~~not~~in ~~required to~~fiscal ~~provide~~2023 ~~the~~compared ~~information~~with ~~required~~$941,336 in fiscal 2022, a decrease of approximately $96,500, or 10%. The decrease primarily reflects lower professional-service fees and general administrative costs, partially offset by ~~this~~continuing ~~item~~expenses for rent, consulting, and compliance associated with our public-company status. We continue to carefully manage overhead while maintaining core research and corporate functions.

~~ITEM~~14 7.Table ~~MANAGEMENT'S~~of ~~DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~Contents

~~The~~Other following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.Income

~~Results~~We ofrecorded ~~Operations~~other ~~for~~income ~~the~~of ~~year~~$8,059 ~~ended~~in ~~January~~fiscal 312023, ~~2021 and~~which ~~January~~primarily ~~31,~~represents miscellaneous non-operating income. There was no comparable amount in fiscal 2022:.

~~Revenue~~Provision ~~and~~for ~~cost~~Income ~~of goods sold~~Taxes

~~For~~Our ~~the~~income ~~years~~tax ~~ended~~expense ~~January~~was 31$5,381 ~~2021~~in ~~and January~~fiscal 312023, ~~2022~~compared ~~the~~with ~~Company~~a ~~generated~~tax ~~total~~benefit ~~revenue~~ of $~~248~~217,~~200~~104 ~~and~~in ~~$5,613,200~~fiscal ~~from selling products to the customer~~2022. The ~~cost~~variance ofprimarily ~~goods sold~~reflects ~~for~~ the ~~year~~change ~~ended~~from ~~January~~profitability ~~31,~~in ~~2021~~2022 ~~and~~to ~~January~~a ~~31,~~loss ~~2022~~in ~~was~~2023 ~~$136,000~~ and ~~$3,545,200,~~adjustments ~~which~~to ~~represent~~deferred ~~the~~tax ~~cost of raw materials~~items.

~~Operating~~Net ~~expenses~~(Loss) Income

~~Total~~As ~~operating~~a ~~expenses~~result ~~for~~of the ~~year~~foregoing, ~~ended January~~we 31recorded a net loss of $4,164,396 ~~2021~~for ~~and~~the year ended January 31, ~~2022 were $537~~2023,~~582~~ ~~and~~compared ~~$586,894.~~with ~~The~~net ~~operating~~income ~~expenses~~of $909,560 for the year ended January 31, 2022. ~~included professional~~The ~~fees~~decline ~~relating~~of toapproximately ~~our~~$5.1 ~~status~~million aswas adriven ~~public~~mainly ~~company~~by ~~and~~the ~~rent~~absence ~~expense, stock-based compensation~~ of ~~$167,173~~revenue and ~~office~~the ~~expense~~ continuation of ~~$28,935~~fixed operating costs.

~~Net~~Liquidity ~~Loss~~and Capital Resources

~~The~~As ~~net~~of ~~income~~January ~~(loss)~~31, ~~for~~2023, ~~the~~we ~~year~~had ~~ended January~~cash ~~31,~~and ~~2022~~cash ~~and~~equivalents ~~January~~of 31approximately $29,656, ~~2021~~compared ~~was~~with $1107,~~264~~212 at January 31,~~002~~ ~~and~~2022. The decrease of approximately $~~(425~~77,~~382)~~500 ~~accordingly~~was mainly due to cash used in our operations.

~~Liquidity~~We have funded our activities primarily through equity issuances, shareholder advances, and ~~Capital~~limited ~~Resources~~revenue from product sales in 2022. Although we generated profits in fiscal 2022, we incurred a net loss of $4.16 million in fiscal 2023. We continue to rely on external funding and ~~Cash Requirements~~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.

AtWe ~~year~~expect ~~ended~~to ~~January~~continue 31to require additional capital to support operations, ~~2022~~research, ~~the~~and ~~Company had~~regulatory ~~cash~~initiatives. Management is exploring potential sources of ~~$107~~financing,~~212~~ including private placements of equity or debt securities and strategic partnerships. ~~The~~There ~~Company~~is ~~had~~no aassurance ~~working~~that ~~capital~~additional offunding $1will be available on acceptable terms. If we cannot secure sufficient financing,~~505,087~~ we may need to delay or scale back parts of our business plan.

~~During~~We ~~the~~believe ~~year~~our ~~ended~~current ~~January~~cash ~~31,~~resources ~~2022,~~ will not be sufficient to fund planned operations for the ~~Company~~next ~~used~~twelve ~~$84,811~~months ofwithout ~~cash~~additional incapital. ~~operating~~The ~~activities~~continuation ~~due~~of toour ~~stock-based~~business ~~compensation,~~depends ~~inventory,~~on ~~account~~our ~~receivable~~ability ~~and~~to ~~account~~raise ~~payable~~ funds and ~~accrued~~generate ~~liabilities~~future revenue.

~~During~~Operating ~~the year ended January 31, 2022 the Company used $72.997 in investing activities due to purchase of fixed assets.~~Activities

~~During~~Net cash used in operating activities was $77,556 for the year ended January 31, ~~2022~~2023, ~~the~~ ~~Company~~compared ~~generated~~with $50269,~~000~~631 ofused in the prior year. The reduced outflow primarily reflects tighter working-capital management and non-cash inadjustments ~~financing~~that ~~activities~~partially offset the fiscal 2023 net loss.

WeKey ~~cannot~~non-cash ~~guarantee~~items ~~that~~included wedepreciation ~~will~~of ~~manage to~~$15,062, ~~sell~~amortization ~~all~~of ~~the~~right-of-use ~~shares~~assets ~~required.~~of We$204,273, ~~will~~and ~~attempt~~stock-based tocompensation ~~raise the necessary funds to proceed with all phases~~ of ~~our plan of operation~~$190,365.

AsChanges ofin ~~the~~working-capital ~~date~~accounts—such ofas ~~this~~higher ~~report,~~accounts ~~the~~receivable ~~current funds~~of ~~available~~$2.54 tomillion ~~the~~and ~~Company~~increased ~~will~~accounts ~~not~~payable beof ~~sufficient~~$1.18 tomillion—also ~~continue~~affected ~~maintaining~~cash ~~a reporting status~~flow.

~~Our~~Investing auditors have issued a “going concern” opinion, meaning that there is substantial doubt we can continue as an on-going business for the next twelve months unless we obtain additional capital. Our only sources for cash at this time are investments by others in this offering, selling our paper dung products and loans from our director. We must raise cash to implement our plan and stay in business.Activities

~~Management~~We ~~believes~~had ~~that~~no ~~current~~investing ~~trends~~cash ~~toward~~flows ~~lower~~during ~~capital investment~~fiscal in2023, ~~start-up~~compared ~~companies~~with ~~pose~~$72,997 ~~the~~used ~~most significant challenge to the Company’s success over the next year and~~ in ~~future~~fiscal ~~years. Additionally,~~2022 ~~the~~for ~~Company~~purchases ~~will~~of ~~have to meet all the financial disclosure and reporting requirements associated with being a publicly reporting company~~equipment. ~~The~~We ~~Company’s~~expect ~~management~~future ~~will~~investing ~~have~~activities to ~~spend~~include additional ~~time~~spending onfor ~~policies~~laboratory ~~and~~equipment, ~~procedures~~production ~~to make sure it is compliant with various regulatory requirements~~facilities, especially that of Section 404 of the Sarbanes-Oxley Act of 2002. This additional corporate governance time required of management could limit the amount of time management has to implement is business plan and ~~impede~~technology ~~the~~development ~~speed~~as offunding ~~its operations~~permits.

1215 Table of Contents

~~Limited~~Financing ~~operating history; need for additional capital~~Activities

~~There~~We ishad no ~~historical~~financing ~~financial~~inflows ~~information~~in ~~about~~fiscal us2023, ~~upon~~compared ~~which to~~with ~~base~~$50,000 ~~an evaluation~~ of ~~our~~proceeds ~~performance.~~from Wethe ~~are~~sale ~~in a start-up stage~~ of ~~operations~~common ~~and~~stock ~~have~~in ~~generated~~fiscal ~~limited revenues since inception~~2022. We ~~cannot~~also ~~guarantee~~issued ~~that~~common westock ~~will be successful~~ in ~~our~~lieu ~~business~~of ~~operations.~~shareholder ~~Our~~receivables ~~business~~totaling is$164,865 ~~subject~~in to2023 ~~risks~~and ~~inherent~~$152,773 in ~~the~~2022, ~~establishment of~~which awere ~~new~~non-cash ~~business~~transactions. ~~enterprise,~~We ~~including~~may ~~limited~~seek ~~capital~~additional ~~resources~~equity ~~and~~or ~~possible~~debt ~~cost~~financing ~~overruns~~in ~~due~~future periods to ~~price~~support ~~and~~ongoing ~~cost increases in services and products~~operations.

~~Off~~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-~~Balance~~cell ~~Sheet~~and ~~Arrangements~~biomedical technologies.

WeCapital doRequirements ~~not~~and ~~maintain~~Liquidity any off-balance sheet arrangements, transactions, obligations or other relationships with unconsolidated entities that would be expected to have a material current or future effect upon our financial condition or results of operations.Outlook

~~Going~~We ~~Concern~~believe that our existing cash resources will not be sufficient to fund operations for the next twelve months without additional financing. To meet our capital needs, we plan to seek additional equity or debt financing and may also pursue strategic partnerships or licensing opportunities. There is no assurance that such financing will be available on favorable terms or at all. If we cannot obtain adequate funding, we may need to delay, scale back, or discontinue some of our business activities.

~~The~~Going consolidated financial statements have been prepared assuming we will continue as a going concern, which contemplates, the realization of assets and satisfaction of liabilities in the normal course of business. We incurred losses from operations of $(425,382) and income of $1,264,002 for the years ended January 31, 2021 and 2022, respectively, and had an retained earnings of $816,724 at January 31, 2022. In addition, we used cash from operating activities of $84,811 for the year ended January 31, 2022.Concern

~~The~~We ~~Company~~evaluate ~~will~~our ~~require~~ability ~~additional funding~~ to ~~execute~~continue ~~its~~as ~~future~~a ~~strategic~~going ~~business~~concern ~~plan.~~in ~~Successful~~accordance ~~business~~with ~~operations~~ASC ~~and~~205-40, ~~its~~Presentation ~~transition~~of toFinancial ~~attaining~~Statements ~~profitability~~— ~~are~~Going ~~dependent upon~~Concern. ~~obtaining~~This ~~additional~~evaluation ~~financing~~requires ~~and~~us ~~achieving~~to aassess ~~level~~whether ofconditions ~~revenue~~or ~~adequate~~events toraise ~~support~~substantial ~~its~~doubt ~~cost~~about ~~structure.~~our ~~These~~ability ~~conditions~~to ~~raise~~meet ~~substantial doubt~~our ~~about~~obligations as they become due during the ~~Company's~~twelve ~~ability~~months tofollowing ~~continue~~the asissuance aof ~~going~~these ~~concern~~financial statements.

~~While~~Our ~~the~~financial ~~Company~~statements ishave ~~attempting~~been toprepared ~~establish~~assuming anwe ~~ongoing source~~will ~~of revenues sufficient to cover its operating costs and allow it to~~ continue as a going concern,. ~~the~~As ~~Company’s~~disclosed ~~cash~~in ~~position may~~Note ~~not~~2 ~~be adequate~~ to ~~support~~our ~~the~~financial ~~Company’s~~statements, ~~daily~~as ~~operations.~~of ~~Management~~January ~~intends~~31, to2023, ~~raise~~we ~~additional~~had ~~funds~~an byaccumulated ~~seeking~~deficit ~~equity~~of $3,388,019 and~~/or debt~~ ~~financing;~~negative ~~however~~cash ~~there~~flow ~~can~~of be$77,556, noand ~~assurances~~limited ~~that~~operations, itwhich ~~will~~raise besubstantial ~~successful~~doubt inabout ~~those~~our ~~efforts. The~~ ability ~~of the Company~~ to continue as a going concern. Our continued existence is dependent upon ~~the~~our ~~Company’s~~ ability to obtain ~~financing,~~additional ~~further~~funding and implement ~~its~~a business plan, ~~and~~that ~~generate~~ generates sustainable revenues.

~~There~~Off-Balance ~~are~~Sheet significant risks and uncertainties which could negatively affect the Company’s operations. These are principally related to the existence of events of default under the Company’s outstanding debt obligations, which could trigger penalties. Furthermore, if our current indebtedness is not restructured, paid or converted into equity, which is at the debt holder’s discretion, our current operations do not generate sufficient cash to pay interest and principal on these obligations when they become due. Accordingly, there can be no assurance that we will be able to pay these or other obligations which we may incur in the future. In the event we are unable to restructure, pay or convert into equity the balance of our outstanding indebtedness, the holders may obtain judgments against us and seek to enforce such judgments against our assets, in which event we will be required to cease our business activities and the equity of our stockholders will be effectively wiped out.Arrangements

~~Our~~As ~~only sources~~ of ~~additional~~the ~~funds~~date ~~to meet~~of ~~continuing~~this ~~operating~~Annual ~~expenses~~Report, ~~fund~~we ~~additional~~do ~~research~~not ~~and~~have ~~development~~any ~~and~~off-balance ~~fund~~sheet ~~additional~~arrangements ~~working~~that ~~capital~~have ~~are through the sale of securities, and/~~or ~~debt instruments. We~~ are ~~actively~~reasonably ~~seeking~~likely ~~additional~~to ~~debt~~have ora ~~equity~~current ~~financing, but no assurances can be given that such financing will be obtained~~ or ~~what~~future ~~the~~effect ~~terms~~on ~~thereof~~our ~~will~~financial ~~be.~~condition, Wechanges ~~may~~in ~~need~~financial tocondition, ~~discontinue~~revenues ~~a portion~~ or ~~all~~expenses, results of ~~our~~ operations, ifliquidity, ~~we are~~capital ~~unsuccessful~~expenditures ~~in generating positive cash flow~~ or ~~financing~~capital ~~for~~resources ~~our~~that ~~operations~~are ~~through~~material ~~the~~to ~~issuance of securities~~investors.

~~Recent~~Plan ~~Accounting~~of ~~Pronouncements~~Operation and Funding

InWe ~~October~~expect ~~2016,~~that ~~the~~working ~~FASB~~capital ~~issued~~requirements ~~ASU 2016-16,~~will ~~Income~~continue ~~Taxes~~to ~~(Topic 740):~~be ~~Intra-Entity~~funded ~~Transfer~~through ofa ~~Assets~~combination ~~Other than Inventory, which requires the recognition~~ of ~~the~~our ~~income~~existing ~~tax~~funds ~~consequences~~and offurther anissuances ~~intra-entity transfer~~ of ~~an asset, other than inventory, when the transfer occurs~~securities. ~~ASU~~Our ~~2016-16 is~~working ~~effective~~capital ~~for~~requirements ~~interim~~are ~~and~~expected ~~annual~~to ~~periods~~increase ~~beginning~~in ~~after~~line ~~December 15,~~with ~~2018,~~the ~~with~~growth ~~early~~of ~~adoption~~our ~~permitted~~business.

13Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next twelve months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) developmental expenses associated with a start-up business and (ii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

InCritical ~~February~~Accounting ~~2016,~~Policies the FASB issued ASU 2016-02, Leases, which will amend current lease accounting to require lessees to recognize (i) a lease liability, which is a lessee's obligation to make lease payments arising from a lease, measured on a discounted basis, and (ii) a right-of-use asset, which is an asset that represents the lessee's right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 does not significantly change lease accounting requirements applicable to lessors; however, certain changes were made to align, where necessary, lessor accounting with the lessee accounting model. This standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years.Estimates

~~Management~~The ~~has~~preparation ~~considered~~of ~~all~~financial ~~recent~~statements in accordance with accounting ~~pronouncements~~ ~~issued~~principles ~~since~~generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and ~~their~~assumptions ~~potential~~that ~~effect~~affect onthe ~~our~~reported amounts of assets, liabilities, expenses, and related disclosures. The Company’s significant accounting policies are described in Note 4 to the financial statements. ~~The~~Management considers the following policies to be critical because they involve significant judgments and assumptions, and because different assumptions could materially affect the Company'’s ~~management~~financial ~~believes~~condition or results of operations. Critical estimates are those estimates that ~~these~~in ~~recent pronouncements~~accordance ~~will~~with ~~not~~U.S. GAAP, involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material ~~effect~~impact on ~~the~~our ~~Company's~~financial ~~consolidated~~statements. Management has determined that our most critical accounting estimates are those relating to fair value of financial ~~statements~~instruments.

~~Other~~16 ~~recent~~Table ~~accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute~~ of ~~Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future financial statements.~~Contents

~~ITEM~~Use ~~7A.~~of ~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~Estimates

The ~~follow~~preparation ~~discussion~~of ~~about~~financial ~~our~~statements ~~market~~in ~~risk disclosures~~conformity ~~involves~~with ~~forward-looking statements~~U.S. ~~Actual~~generally ~~results~~accepted ~~could~~accounting ~~differ~~principles ~~from~~(“GAAP”) ~~those~~ordinarily ~~projected~~requires inmanagement to make estimates and assumptions that affect the ~~forward-looking~~reported ~~statements~~amounts of assets, liabilities, revenues, and expenses. ~~We are~~However, ~~exposed~~for tothe ~~market~~fiscal ~~risk~~year ~~related~~ended toJanuary ~~changes~~31, in2023, ~~interest~~our ~~rates~~operations and ~~foreign~~financial ~~currency~~statement ~~exchange~~items ~~rates.~~did Wenot dorequire ~~not~~the use ~~derivative~~of ~~financial instruments~~any ~~for~~significant ~~speculative~~estimates or ~~trading~~assumptions. ~~purposes~~All amounts presented are based on actual, readily determinable values, and no material judgments or estimation methodologies were applied.

~~Interest~~Fair ~~Rate~~Value ~~Sensitivity~~of Financial Instruments

WeThe ~~have~~Company nofollows ~~significant~~ASU ~~interest~~2022-~~bearing assets~~03, ~~and~~ASC ~~our~~Subtopic ~~convertible~~“Fair ~~promissory~~Value ~~notes~~Measurement ~~and~~(Topic ~~short-term~~820): ~~loans~~Fair ~~are~~Value ~~fixed~~Measurement ~~rate~~of ~~securities.~~Equity ~~Our~~Securities ~~current~~Subject ~~exposure~~ to ~~market~~Contractual ~~risk~~Sale ~~for~~Restrictions” ~~changes in~~(“ASC ~~interest~~820”), ~~rates~~which ~~relates~~defines ~~primarily~~fair tovalue as the ~~interest~~exchange ~~income~~price ~~generated~~that bywould ~~our~~be ~~cash~~received ~~deposits~~for an asset or paid to transfer a liability (an exit price) in ~~banks~~the ~~and~~principal or most advantageous market for the ~~fair~~asset ~~value~~or ofliability ~~our~~in ~~invested securities~~an orderly transaction between market participants on the measurement date. ~~Although~~ASC we820 doalso ~~not~~establishes ~~believe~~a fair value hierarchy that ~~interest~~distinguishes ~~rate~~between ~~has~~(1) ~~had~~market aparticipant ~~material~~assumptions ~~impact~~developed based on ~~our~~market ~~financial~~data ~~position~~obtained orfrom ~~results~~independent ofsources ~~operations to~~(observable ~~date,~~inputs) ~~increase~~and in(2) ~~interest~~an ~~rates~~entity’s own assumptions about market participant assumptions developed based on the best information available in the ~~future~~circumstances ~~could~~(unobservable ~~increase~~inputs). ~~interest~~The ~~cost~~fair onvalue ~~our~~hierarchy ~~new~~consists ~~debt~~of ~~and~~three ~~could~~broad ~~adversely~~levels, ~~impact~~which ~~our~~gives ~~ability~~ the highest priority to ~~refinance~~unadjusted ~~existing~~quoted ~~debt~~prices ~~and~~in ~~limit~~active ~~our~~markets ~~acquisition~~for identical assets or liabilities (Level 1) and ~~development~~the ~~activities~~lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

~~Foreign~~Level ~~Currency Exchange Risk~~1

WeLevel ~~currently~~1 ~~have~~applies noto ~~significant~~assets ~~exposure to~~or ~~foreign~~liabilities ~~exchange~~for ~~risk~~which there are quoted prices in active markets for identical assets or liabilities.

~~Inflation~~Level ~~Risk~~2

~~Inflationary~~Level ~~factors~~2 ~~such~~applies ~~as increases in the costs~~ to ~~acquire~~assets ~~advertising~~or ~~rights~~liabilities ~~and~~for ~~overhead~~which ~~costs~~there ~~may~~are ~~adversely~~inputs ~~affect~~other ~~our~~than ~~operating~~quoted ~~results.~~prices ~~Although we do not believe~~ that ~~inflation~~ ~~has~~are ~~had~~observable afor ~~material~~the ~~impact~~asset ~~on our financial position~~ or ~~results~~liability ofsuch ~~operations~~as toquoted ~~date,~~prices afor ~~high~~similar ~~rate~~assets ofor ~~inflation~~liabilities in ~~the~~active ~~future may~~markets; ~~have~~quoted anprices ~~adverse~~for ~~effect~~identical onassets ~~our~~or ~~ability~~liabilities toin ~~maintain~~markets ~~current~~with ~~levels~~insufficient ofvolume ~~gross~~or ~~margin~~infrequent ~~and~~transactions ~~selling,~~(less ~~general~~active ~~and~~markets); ~~administrative~~or ~~expenses as~~model-derived avaluations ~~percentage~~in ofwhich ~~revenues~~significant ifinputs ~~the~~are ~~selling~~observable ~~prices~~or ofcan ~~our~~be ~~services~~derived doprincipally ~~not~~from, ~~increase~~or ~~with~~corroborated ~~these~~by, ~~increased~~observable ~~costs~~market data.

~~ITEM~~Level ~~8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA~~3

~~Consolidated~~Level ~~Financial~~3 ~~Statements~~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 ~~statements~~instruments ~~required~~including cash byand ~~this item~~cash ~~begin~~equivalents onand ~~page~~accounts Fpayable approximate fair value due to the short-1term ~~hereof~~maturities of these instruments.

~~ITEM~~Income 9.Taxes ~~CHANGES~~and INDeferred ~~AND~~Tax ~~DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE~~Assets

~~None~~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.

~~ITEM~~Material ~~9A. CONTROLS AND PROCEDURES~~Commitments

~~Disclosure Controls and Procedures~~None.

~~The~~Purchase ~~Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company's reports filed under the Securities Exchange Act~~ of ~~1934,~~Significant as amended, 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 the Company's management, including the Company's president and chief executive officer (who is the Company's principal executive officer) and the Company's chief financial officer, treasurer, and secretary (who is the Company's principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure. In designing and evaluating the Company's disclosure controls and procedures, the Company's management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and the Company's management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The ineffectiveness of the Company's disclosure controls and procedures was due to material weaknesses identified in the Company's internal control over financial reporting, described below.Equipment

14We do not intend to purchase any significant equipment during the next twelve months.

~~Management's~~Item ~~Report~~7A. onQuantitative ~~Internal~~and ~~Control over~~Qualitative ~~Financial~~Disclosures ~~Reporting~~about Market Risk.

~~Management~~We isare ~~responsible~~a ~~for~~smaller ~~establishing and maintaining adequate internal control over the Company's financial~~ reporting. Incompany ~~order~~and tonot ~~evaluate the effectiveness of internal control over financial reporting, as~~ required by Section 404 of the Sarbanes-Oxley Act of 2002. Our management, with the participation of the Company's principal executive officer and principal financial officer has conducted an assessment, including testing, using the criteria in Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") (2013). Our system of internal control over financial reporting is designed 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. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. This assessment included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this ~~evaluation~~information.

~~Based~~17 onTable ~~this evaluation, the Company's management concluded its internal control over financial reporting was effective as~~ of ~~January 31, 2021.~~Contents

~~Changes~~Item in8. ~~Internal~~Financial ~~Control~~Statements ~~Over~~and ~~Financial Reporting~~Supplementary Data.

~~There~~INDEX ~~were~~TO noFINANCIAL changes in our internal control over financial reporting during the year ended January 31, 2021, that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting. We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within any company have been detected.STATEMENTS

ITEM 9B. OTHER INFORMATION

Report of Independent Registered Public Accounting Firm (PCAOB ID: 6723)		F-1

Report of Independent Registered Public Accounting Firm		F-2

Balance Sheets as of January 31, 2023 and 2022		F-3

Statements of Operations for the years ended January 31, 2023 and 2022		F-4

Statement of Changes in Stockholders’ (Deficit) Equity for the years ended January 31, 2023 and 2022		F-5

Statements of Cash Flows for the years ended January 31, 2023 and 2022		F-6

Notes to the Financial Statements		F-7 - F-18

~~Not~~18 ~~applicable~~Table of Contents

15REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~PART~~The ~~III~~Board of Directors and Stockholders of

~~ITEM~~VitaSpring 10Biomedical Co. ~~DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE~~Ltd.

~~Directors~~5225 ~~and~~Canyon ~~Executive~~Crest ~~Officers~~Drive,

~~The~~Suite ~~following table sets forth the names~~71-802, ~~ages and positions held with respect to each Director and Executive Officer of the Company as of the date of this Annual Report.~~

Name	Age	Position	Director Since
Chu Pao-Chi		Chairperson of the Board	January 21, 2020
Kao Cheng-Hsiang		Chief Executive Officer	January 21, 2020
Lin Che-Li		Chief Technical Officer	January 21, 2020
Chen Yen-Hsun		Technical Vice-President	January 21, 2020

Riverside,

~~Each~~CA ~~Director serves until our 2022 annual stockholders meeting and until their respective successors are duly elected and qualified or earlier resignation or removal.~~92507

~~Chu~~Opinion ~~Pao-Chi~~on the Financial Statements

~~Chu~~We ~~Pao-Chi~~have ~~has~~audited ~~been~~ the ~~Chairman~~accompanying balance sheet of ~~Mucho Biotech~~VitaSpring Biomedical Co., Ltd., ~~Chairman~~(the “Company”) as of ~~Mucho~~January ~~Furich~~31, ~~Co.~~2023 and the related statement of operations, ~~Ltd.~~statement of changes in stockholders’ (deficit) equity, and ~~Chairman~~statement of ~~Mucho~~cash ~~Biomedical~~flows ~~Co.~~for the fiscal year ended January 31, ~~Ltd~~2023, and the related notes and schedules (collectively referred to as the “Financial Statements”). ~~from~~In ~~2006~~our ~~until~~opinion, the financial statements present~~. He is~~ afairly, ~~graduate~~in all material respects, the financial position of Futhe ~~Jen~~Company ~~Catholic~~as ~~University~~of January 31, ~~Taipei~~2023 and the results of its operations and its cash flows for the fiscal year ended January 31, ~~Taiwan~~2023, in conformity with the accounting principles generally accepted in the United States of America.

~~Kao~~Going ~~Cheng-Hsiang~~Concern

~~Kao~~The ~~Cheng-Hsiang~~accompanying ~~has~~financial statements have been prepared assuming that the ~~CEO~~Company ofwill ,continue ~~Mucho Furich~~as Coa going concern. As discussed in Note 2 to the financial statements, ~~Ltd. From~~the ~~2004~~Company ~~until~~incurred ~~2016~~an heaccumulated ~~was~~deficit of $3,388,019 and a ~~CEO~~negative ofcash ~~Mucho~~flow ~~Biotech~~from ~~Co.~~operations amounting to $77,556 ~~Ltd~~for year ended January 31, 2023. He isThis raises substantial doubt about the Company’s ability to continue as a ~~graduate~~going ofconcern. ~~National~~Management’s ~~Chengchi University,~~plans ~~Department~~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 ~~Diplomacy~~this uncertainty.

~~Lin~~Basis ~~Che-Li~~for Opinion

~~Lin~~These ~~Che-Li~~financial ~~has~~statements ~~been~~are the ~~Tech.~~responsibility VP of ~~Mucho Biotech~~the ~~Co.,~~Company’s ~~Ltd~~management. ~~since~~Our ~~2017. From~~responsibility ~~2010~~is ~~until~~to ~~2016~~express hean ~~was~~opinion aon ~~Project~~the ~~manager~~Company’s offinancial Dastatements ~~Jer~~based ~~Biotech~~on ~~Co.,~~our ~~Ltd~~audits. He isWe are a ~~graduate~~public ~~of National~~accounting ~~Taiwan~~firm ~~University,~~registered ~~MS,~~with ~~Institute~~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 ~~Biochemistry~~ the Securities and Exchange Commission and the PCAOB.

~~Chen~~We ~~Yen~~conducted ~~Hsun~~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.

~~Chen~~Our ~~Yen~~audits ~~Hsun~~included ~~has~~performing ~~been~~procedures to assess the ~~Tech.~~risks VPof material misstatement of ~~Mucho Biotech~~the ~~Co.~~financial statements, ~~Ltd.~~whether ~~since~~due ~~2017~~to error or fraud, and performing procedures that respond to those risks. ~~From~~ ~~2010~~Such ~~until~~procedures ~~2016~~included heexamining, ~~was~~on a ~~Supervisor~~test ofbasis, ~~Taiwan~~evidence ~~Cordyceps~~regarding ~~Association~~the amounts and disclosures in the financial statements. He isOur aaudits ~~graduate~~also ~~of National~~included ~~Taiwan~~evaluating ~~University,~~the MSaccounting principles used and significant estimates made by management, ~~Institute~~as well as evaluating the overall presentation of ~~Fisheries~~the ~~Science~~financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~Identification~~Critical ofAudit ~~Certain Significant Employees~~Matters

WeThe ~~have~~critical noaudit ~~employees~~matters ~~who~~communicated below are ~~not~~matters ~~executive officers,~~arising ~~but~~from ~~who~~current ~~are~~year ~~expected~~audit of the financial statements that were communicated or required to ~~make~~be acommunicated ~~significant~~to ~~contribution~~the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our ~~business~~especially challenging, subjective, or complex judgements. We determined that there are no critical audit matters.

~~Family~~JP ~~Relationships~~CENTURION & PARTNERS PLT

~~There~~We ~~are~~have noserved ~~family~~as ~~relationships~~the ~~between any~~Company’s ~~directors~~auditor orsince ~~officers of the Company~~2025.

16Kuala Lumpur, Malaysia

~~Involvement~~November in28, ~~Certain Legal Proceedings~~2025

ToPCAOB ~~the best of our knowledge, none of our directors or executive officers has, during the past ten years~~ID: 6723

F-1. ~~had~~Table ~~any bankruptcy petition filed by or against any business~~ of ~~which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;~~Contents

2.Report ~~been~~of ~~convicted~~Independent inRegistered aPublic ~~criminal~~Accounting ~~proceeding or is a named subject to a pending criminal (excluding traffic violations and other minor offenses);~~Firm

3.To ~~been~~the ~~subject~~Stockholders toand ~~any~~Board ~~order, judgment, or decree, not subsequently reversed, suspended or vacated,~~ of ~~any~~Directors ~~court~~ of ~~competent~~VitaSpring ~~jurisdiction,~~Biomedical ~~permanently or temporarily enjoining~~Co., ~~barring, suspending or otherwise limiting his involvement in any type of business, securities, futures, commodities or banking activities; or~~Ltd

4.Opinion ~~been~~on ~~found by a court of competent jurisdiction (in a civil action),~~ the ~~Securities~~Financial ~~and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.~~Statements

~~Compliance~~We ~~with~~have ~~Section~~audited 16the accompanying balance sheets of VitaSpring Biomedical Co., Ltd (athe “Company”) as of January 31, 2022 and 2021, and the ~~Exchange~~ ~~Act~~related statements of operations, changes in stockholders’ equity, and cash flows for each of the years in the two-year period ended January 31, 2022, and the related notes and schedules (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, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the two-year period ended January 31, 2022, in conformity with the accounting principles generally accepted in the United States of America.

~~Section~~Going ~~16(a)~~Concern of the Securities Exchange Act of 1934, as amended, requires our executive officers, directors and beneficial owner of more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission statements of ownership and changes in ownership. The same persons are required to furnish us with copies of all Section 16(a) forms they file. We believe that, during fiscal 2018, all of our executive officers, directors and beneficial owner of more than 10% of a registered class of our equity securities complied with the applicable filing requirements.Uncertainty

InThe ~~making~~accompanying ~~these~~ financial statements, we have ~~relied~~been ~~upon~~prepared ~~examination~~assuming ofthat the ~~copies~~Company ofwill ~~all~~continue ~~Section~~as ~~16(~~a) ~~forms~~going ~~provided~~concern. As discussed in Note 2 to usthe ~~and~~financial statements, the ~~written~~Company’s ~~representations~~recurring ~~of our~~losses ~~executive~~from ~~officers~~operations, ~~directors~~available cash and ~~beneficial~~accumulated ~~owner~~deficit ofraise ~~more~~substantial ~~than~~doubt ~~10%~~about ofits ability to continue as a ~~registered~~going ~~class~~concern. ofManagement’s ~~our~~plans ~~equity~~in ~~securities~~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.

~~Code~~Basis of ~~Business Conduct and Ethics~~Opinion

AThese ~~Code~~financial ofstatements ~~Business~~are ~~Conduct~~the ~~and~~responsibility ~~Ethics~~of ~~is a~~the ~~written~~Company's ~~standard~~management. ~~designed~~Our toresponsibility ~~deter~~is ~~wrongdoing and~~ to ~~promote~~express ~~(a)~~an ~~honest~~opinion ~~and~~on ~~ethical~~the ~~conduct,~~Company's ~~(b)~~financial ~~full,~~statements ~~fair,~~based ~~accurate,~~on ~~timely~~our ~~and~~audits. ~~understandable disclosure~~We inare ~~regulatory~~a ~~filings and~~ public ~~statements,~~accounting ~~(c)~~firm ~~compliance~~registered with ~~applicable~~the ~~laws,~~Public ~~rules~~Company ~~and~~Accounting ~~regulations,~~Oversight Board (dUnited States) ~~prompt~~("PCAOB") ~~reporting of violations~~and ofare ~~the~~required ~~code~~ to anbe ~~appropriate~~independent ~~person~~with ~~and~~respect ~~(e) accountability for adherence~~ to the ~~Code.~~Company Wein ~~are~~accordance ~~not~~with ~~currently~~the ~~subject~~U.S. tofederal ~~any law,~~securities ~~rule~~laws orand ~~regulation~~the ~~requiring~~applicable ~~that~~rules weand ~~adopt~~regulations aof ~~Code~~the ofSecurities ~~Business~~and ~~Conduct~~Exchange Commission and ~~Ethics~~the PCAOB.

~~Committees~~We conducted our audits in accordance with the standards of ~~Board~~the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of ~~Directors~~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.

~~There~~Our ~~are~~audits ~~currently~~included noperforming ~~committees~~procedures ofto assess the ~~Board~~ ofrisks ~~Directors. Our board~~ of ~~directors~~material ismisstatement of the ~~view~~financial ~~that~~statements, itwhether isdue ~~appropriate~~to ~~for~~error usor ~~not~~fraud, toand ~~have~~performing aprocedures ~~standing~~that ~~nominating~~respond orto ~~audit~~those ~~committee because~~risks. ~~the~~Such ~~current~~procedures ~~size~~included ofexamining, ~~our~~on ~~board~~a oftest ~~directors~~basis, ~~does~~evidence ~~not~~regarding ~~facilitate~~ the ~~establishment~~amounts ofand adisclosures ~~separate~~in ~~committee~~the financial statements. Our ~~board~~audits ofalso ~~directors has~~included ~~performed,~~evaluating the accounting principles used and ~~will~~significant ~~perform~~estimates ~~adequately~~made by management, as well as evaluating the ~~functions~~overall presentation of ~~any~~the ~~specific~~financial ~~committee~~statements. We believe that our audits provides a reasonable basis for our opinion.

~~Board~~Critical ~~Oversight~~Audit ~~of Risk~~Matters

~~Our~~Critical ~~Board~~audit matters are matters arising from the current year audit of ~~Directors~~the ~~recognizes~~financial statements that~~, although~~ ~~risk~~were ~~management~~communicated isor arequired ~~primary~~to ~~responsibility~~be ofcommunicated to the ~~Company's~~audit ~~management,~~committee and that: (1) relate to accounts or disclosures that are material to the ~~Board~~financial ~~plays~~statements aand ~~critical~~(2) ~~role~~involved inour ~~oversight~~especially ofchallenging, ~~risk~~subjective, or complex judgments. The ~~Board,~~communication inof ~~order~~critical toaudit ~~more~~matters ~~specifically~~does ~~carry~~not ~~out~~alter ~~this~~in ~~responsibility,~~any ~~has~~way ~~assigned~~our ~~certain~~opinion ~~task~~on ~~focusing~~the onfinancial ~~reviewing~~statements, ~~different~~taken ~~areas including~~as ~~strategic,~~a ~~operational~~whole, ~~financial~~ and ~~reporting,~~we ~~compensation,~~are ~~compliance~~not, ~~corporate~~by ~~governance~~communicating ~~and~~the ~~other~~critical ~~risks~~audit tomatters ~~the~~below, ~~relevant Board~~providing ~~Committees~~separate asopinions ~~summarized~~on ~~above.~~the ~~Each~~critical ~~Committee~~audit ~~then~~matters ~~reports~~or toon the ~~full~~accounts ~~Board~~or ~~ensuring~~disclosures ~~the~~to ~~Board's~~which ~~full~~they ~~involvement~~relate. inWe ~~carrying out~~determined ~~its~~that ~~responsibility~~there ~~for~~are ~~risk~~no ~~management~~critical audit matters.

17Supplementary Information

~~ITEM~~The 11supplemental information contained in Schedule I has been subjected to audit procedures performed in conjunction with the audit of the Company’s financial statements. ~~EXECUTIVE~~The ~~COMPENSATION~~supplemental information is the responsibility of the Company’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with accounting principles generally accepted in the United States of America. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.

~~Summary~~Very ~~Compensation~~truly ~~Table~~yours,

~~The~~Douglas ~~following~~E. ~~table sets forth information concerning all compensation awarded to~~Faulkner, ~~earned by or paid during fiscal years 2019 and 2020, to the Named Executive Officers:~~CPA

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Chu Pao-Chi President and Director (1)	2022	0	0	0	0	0	0	0	0
	2021	0	0	0	0	0	0	0	0
	2020	0	0	0	0	0	0	0	0
Kao Cheng-Hsiang, CEO (1)	2022	0	0	0	0	0	0	0	0
	2021	0	0	0	0	0	0	0	0
	2020	0	0	0	0	0	0	0	0
Lin Che-Li, Chief Technology Officer (1)	2022	0	0	0	0	0	0	0	0
	2021	0	0	0	0	0	0	0	0
	2020	0	0	0	0	0	0	0	0
Chen Yen Hsun, Technical Vice-President (1)	2022	0	0	0	0	0	0	0	0
	2021	0	0	0	0	0	0	0	0
	2020	0	0	0	0	0	0	0	0

Kho & Patel, Certified Public Accountants A Professional Corporation

~~(1)~~San ~~Appointed~~Dimas, ~~January~~California 21March 31, ~~2020~~2022

~~(1)~~We Ashave ~~required~~served byas ~~SEC rules, amounts in~~ the column "Stock Awards" present the aggregate grant date fair value of awards made each year computed in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification™ 718 Compensation—Stock Compensation ("FASB ASC 718"). The grant date fair value of each of the executives' award is measured based on the closing price of our common stock on the date of grant. These amounts do not reflect whether the recipient has actually realized or will realize a financial benefit from the awards. Under generally accepted accounting principles, compensation expense with respect to stock awards granted to our employees, executives and directors is generally recognized over the requisite services period. The SEC'Company’s ~~disclosure~~auditor ~~rules~~since ~~previously required that we present stock award information based on the amount recognized during the corresponding year for financial statement reporting purposes with respect to these awards~~2020. ~~However, the recent changes in the SEC's disclosure rules require that we now present stock award amounts using the grant date fair value of the awards granted during the corresponding year.~~

~~Currently,~~F-2 weTable doof ~~not provide any employees, including our named executive officers any company sponsored retirement benefits.~~Contents

~~Employment~~VITASPRING ~~Agreements~~BIOMEDICAL CO., LTD

~~The~~BALANCE ~~Company has not entered into employment agreements with our Named Executive Officers.~~SHEETS

	January 31,			January 31,
	2023			2022
ASSETS				(Restated)
CURRENT ASSETS
Cash and cash equivalents	$	29,656		$	107,212
Accounts receivable, net of allowance for credit loss accounts of $33,632 and $0, respectively		380,000			2,952,022
Prepaid expenses		27,422			2,634

Total current assets		437,078			3,061,868

LONG-TERM ASSETS
Equipment, net		49,574			64,636
Operating lease right-of-use asset		255,682			459,955
Deposits		23,614			17,614

Total long-term assets		328,870			542,205
Total assets	$	765,948		$	3,604,073

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable – related party	$	2,411,000		$	1,251,500
Income tax payable		218,714			210,923
Operating lease liabilities		169,647			181,103
Other payables		55,063			-
Advances from related party		214,682			94,358

Total current liabilities		3,069,106			1,737,884

LONG-TERM LIABILITIES
Operating lease liabilities, net of current		93,334			282,469
Deferred tax liability		-			6,181

Total long-term liabilities		93,334			288,650

Total liabilities		3,162,440			2,026,534

COMMITMENTS AND CONTINGENCIES		-			-

STOCKHOLDERS’ EQUITY
Common stock, $0.0001 par value, 500,000,000 and 500,000,000 shares, respectively authorized 207,030,030 and 206,520,030 shares issued, respectively		20,703			20,652
Additional paid-in capital		970,824			780,510
(Accumulated deficit)/Retained earnings		(3,388,019	)		776,377

Total stockholders’ (deficit)/equity		(2,396,492	)		1,577,539
Total liabilities and stockholders’ equity	$	765,948		$	3,604,073

~~Grants~~F-3 Table of ~~Plan-Based Awards~~Contents

None Outstanding EquityVITASPRING ~~Awards~~BIOMEDICAL atCO., ~~Fiscal Year-End~~LTD

~~None~~STATEMENTS OF OPERATIONS

Director Compensation

	Years ended
	January 31,
	2023			2022
				(Restated)
Revenues	$	-		$	5,613,200

Cost of goods sold		3,333,000			3,545,200

Gross (loss)/profit from operations		(3,333,000	)		2,068,000

Operating Expenses
Selling, general and administrative expenses		844,836			941,336

(Loss)/Income from operations		(4,177,836	)		1,126,664

Other income
Other income		8,059			-

Total other income, net		8,059			-

Net (loss)/income from operations before provision for income taxes		(4,169,777	)		1,126,664

Provision for income tax (expense) credit		5,381			(217,104	)

Net (loss)/income (loss)	$	(4,164,396	)	$	909,560

Net (loss)/income per share: Basic and diluted		(0.02	)		0.00

Weighted average number of shares outstanding:
Basic and diluted		206,521,427			205,983,864

~~Compensation~~F-4 ~~paid~~Table ~~to the Directors~~ of ~~the Company in 2020, 2021 and 2022 is disclosed above.~~Contents

~~All~~VITASPRING ~~the~~BIOMEDICAL ~~compensation packages for each of directors are proposed by an executive and approved by the Board of Directors~~CO., ~~Director compensation packages in 2022 may or will be adopted and will generally consist of cash compensation and long-term incentive equity compensation.~~LTD

~~Limitation~~STATEMENTS ofOF ~~Liability~~CHANGES ~~and~~IN ~~Indemnification of~~STOCKHOLDERS’ ~~Officers~~EQUITY ~~and Directors~~(DEFICIT)

~~Our~~FOR ~~bylaws~~THE ~~provide~~YEARS ~~for~~ENDED ~~the~~JANUARY indemnification of our present and prior directors and officers or any person who may have served at our request as a director or officer of another corporation in which we own shares of capital stock or of which we are a creditor31, ~~against~~2023 ~~expenses~~AND actually and necessarily incurred by them in connection with the defense of any actions, suits or proceedings in which they, or any of them, are made parties, or a party, by reason of being or having been director(s) or officer(s) of us or of such other corporation, in the absence of negligence or misconduct in the performance of their duties. This indemnification policy could result in substantial expenditure by us, which we may be unable to recoup.2022

Insofar as indemnification by us for liabilities arising under the Securities Exchange Act of 1934, as amended, may be permitted to our directors, officers and controlling persons pursuant to provisions of the Articles of Incorporation and Bylaws, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy and is, therefore, unenforceable. In the event that a claim for indemnification by such director, officer or controlling person of us in the successful defense of any action, suit or proceeding is asserted by such director, officer or controlling person in connection with the securities being offered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

	Number of Shares			Common Stock			Additional Paid-In Capital		Retained Earnings (Accumulated Deficit)			Total Stockholders’ Equity (Deficit)
Balance, January 31, 2021		209,670,030		$	20,967		$	208,579	$	(133,182	)	$	96,364

Repurchase of Common stock - restated		(11,285,015	)		(1,129	)		1,129		-			-
Issuance of Common Stock - restated		1,000,000			100			49,900		-			50,000
Issuance of stock-based compensation - common stock - restated		7,135,015			714			520,902		-			521,616
Net income - restated		-			-			-		909,560			909,560

Balance, January 31, 2022 - restated		206,520,030		$	20,652		$	780,510	$	776,377		$	1,577,539

Issuance of stock-based compensation - common stock		510,000			51			25,449		-			25,500
Stock-based compensation		-			-			164,865		-			164,865
Net loss		-			-			-		(4,164,396	)		(4,164,396	)

Balance, January 31, 2023		207,030,030		$	20,703		$	970,824	$	(3,388,019	)	$	(2,396,492	)

AtF-5 ~~the~~Table ~~present time, there is no pending litigation or proceeding involving a director, officer, employee or other agent~~ of ~~ours in which indemnification would be required or permitted. We are not aware of any threatened litigation or proceeding which may result in a claim for such indemnification.~~Contents

~~ITEM~~VITASPRING 12BIOMEDICAL CO., ~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS~~LTD

~~The~~STATEMENTS ~~following~~OF ~~tables~~CASH set forth information as of January 31, 2021, regarding the beneficial ownership of our common stock (a) by each stockholder who is known by the Company to own beneficially in excess of 5% of our outstanding common stock; (b) by each of the Company's officers and directors; (c) and by the Company's officers and directors as a group. Except as otherwise indicated, all persons listed below have (i) sole voting power and investment power with respect to their shares of common stock, except to the extent that authority is shared by spouses under applicable law, and (ii) record and beneficial ownership with respect to their shares of stock.FLOWS

The address for the director and named executive officers is 400 Spectrum Center Dr. #1620, Irvine, CA 92618.

	Years ended
	January 31,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES				(Restated)
Net (loss)/ income	$	(4,164,396	)	$	909,560
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation expense		15,062			8,361
Amortization of ROU assets		204,273			-
Stock-based compensation		190,365			167,173
Allowance for credit losses		33,632			-
Deferred tax (benefit) expense		(6,181	)		6,181
Changes in assets and liabilities:
Accounts receivable		2,538,390			(2,952,022	)
Prepaid expenses		(24,788	)		(2,634	)
Inventory		-			144,000
Deposits		(6,000	)		(17,614	)
Payroll Liability		35,115			-
Accounts payable and accrued liabilities		1,179,417			1,251,500
Change in operating lease liability		(200,559	)		3,617
Income tax payable		7,791			210,923
Advances from related party		120,323			1,324

Cash used in operating activities		(77,556	)		(269,631	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets		-			(72,997	)

Cash used in investing activities		-			(72,997	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock		-			50,000

Cash provided by financing activities		-			50,000

Net change in cash and cash equivalents		(77,556	)		(292,628	)

CASH AND CASH EQUIVALENTS, BEGINNING OF THE YEAR		107,212			45,397

CASH AND CASH EQUIVALENTS, END OF THE YEAR	$	29,656		$	107,212

Supplemental cash flow disclosures:
Income taxes paid	$	800		$	800
Interest expense paid	$	-		$	-

Supplemental schedule of non-cash investing and financing activities
Common stock issuance in lieu of shareholder receivables	$	164,865		$	152,773

		Number of Shares				Percentage of
		of Common Stock				Common Stock
		Beneficially Owned(1)				Owned(2)

F-6

Table of Contents

Directors and Executive Officers
Chu Pao-Chi	25,000,000	12.09	%
Kao Cheng-Hsiang	12,000,000	5.81	%
Executive officers and directors as a group (2 persons)	15,000,020	7.26	%
5% or more stockholders
Li-Li Chu	39,999,980	24.50	%
Lin-Lin Chu	17,000,000	8.22	%
Tsai-Ting Han	13,680,000	6.62	%
Yi-Ting Han	13,692,015	6.62	%

VITASPRING BIOMEDICAL CO., LTD.

(1)	Beneficial ownership is determined in accordance with the rules of the Commission and generally includes voting or investment power with respect to securities. Beneficial ownership also includes shares of Common Stock subject to options and warrants currently exercisable or convertible, or exercisable or convertible.
(2)	Based solely on review of stockholders positions as reflected on the transfer agents records as of January 31, 2022.

Notes to Financial Statements

~~Securities~~January ~~Authorized~~31, ~~for~~2023, ~~Issuance~~and ~~Under Equity Compensation Plans~~2022

~~None~~Note 1 – ORGANIZATION AND NATURE OF BUSINESS

19VitaSpring 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.

~~Changes~~Note in2 ~~Control~~– GOING CONCERN

~~There~~The ~~are~~accompanying nofinancial ~~arrangements~~statements ~~known~~have tobeen ~~us,~~prepared ~~including any~~in ~~pledge~~conformity bywith ~~any~~generally ~~person~~accepted ofaccounting ~~our~~principles ~~securities,~~in the ~~operation~~United States of America (“GAAP”), which ~~may~~contemplate atcontinuation of the Company as a ~~subsequent~~going ~~date~~concern. ~~result~~The inCompany incurred an accumulated deficit of $3,388,019 and a ~~change~~negative incash ~~control~~flow from operations amounting to $77,556 for year ended January 31, 2023. There is substantial doubt about the Company’s ability to continue as a going concern due to the limited operating history of the business. There can be no assurance that the Company will achieve or maintain profitability. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

~~ITEM~~Note ~~13.~~3 ~~CERTAIN~~- ~~RELATIONSHIPS~~Restatement ~~AND~~of ~~RELATED~~Statements ~~TRANSACTIONS~~of ~~AND~~Changes ~~DIRECTOR~~in ~~INDEPENDENCE~~Stockholders’ Equity as of January 31, 2022

~~Related~~After ~~Party~~the ~~Transactions~~issuance of the Company’s Annual Report on Form 10-K for the year ended January 31, 2022, the Company discovered certain calculation errors with respect to certain of its stock-based compensation (“SBC”) expense, which resulted in a misstatement in the Company’s previously issued financial statements. The financial statements for the year ended January 31, 2022, have been restated to reflect the corrections of the misstatements in accordance with ASC 250, Accounting Changes and Error Corrections. The Company has also corrected certain disclosures related to the financial statements. The reasons for the changes were due to the following:

~~None~~A. 131,901,600 SBC common shares, granted on October 4, 2020, are being amortized and expensed, at a fair value of $0.005 per share, over 4 fiscal years equally (vesting period) commencing on October 4, 2020. Previously, a larger portion of these SBC common shares (attributable to prior services) were expensed as of the grant date, with the balance being amortized and expensed over the remaining 4-year service period. B. 6,233,500 SBC common shares, granted on November 24, 2020, were expensed entirely, at a fair value of $0.005 per share, as fully vested on the grant date. Previously, these SBC common shares were being amortized and expensed over a 4-year service period. C. 7,135,015 SBC common shares, granted on May 12, 2021, were expensed entirely, at a fair value of $0.05 per share, as fully vested on the grant date. Previously, these SBC common shares were being amortized and expensed over a 12-month service period, at a fair value of $0.005 per share.

~~Promoters~~F-7 ~~and~~Table ~~Certain~~of ~~Control Persons~~Contents

WeThe ~~did~~impact ~~not~~of ~~have~~these ~~any~~restatements ~~promoters~~on atthe ~~any~~Statements ~~time during~~of ~~the~~Changes ~~past~~in ~~five~~Stockholders’ ~~fiscal~~Equity ~~years.~~is summarized as follows:

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

	As previously			Effect of
January 31, 2022	Reported			Restatement			As Restated
Common stock	$	20,652		-			$	20,652
Non-vested stock-based
Shareholder receivables		(137,634	)		137,634			-
Additional Paid-in Capital		877,797			(97,287	)		780,510
Retained Earnings (Deficit)		816,724			(40,347	)		776,377
Stockholders’ Equity	$	1,577,539		$	-		$	1,577,539

~~Kho~~Note &4 ~~Patel,~~– ~~Certified~~SUMMARY ~~Public~~OF ~~Accountants, is~~SIGNIFICANT ~~our~~ACCOUNTING ~~Principal~~POLICIES ~~Independent Registered Public Accountants engaged to audit our financial statements for the fiscal year ended January 31, 2021 and 2022.~~

~~Audit~~Basis ~~Fees~~of presentation

~~This~~The ~~category~~accompanying ~~consists of fees for professional services rendered by our principal independent registered public accountant for the audit of our annual~~ financial statements, ~~review~~have ~~of financial~~been ~~statements~~prepared ~~included~~ in ~~our~~accordance ~~quarterly reports and services that are normally provided by the independent registered public accounting firms in connection~~ with ~~statutory~~GAAP. ~~and~~The ~~regulatory~~Company’s ~~filings~~year-end oris ~~engagements~~January ~~for those fiscal years~~31.

	Year Ended
	January 31, 2022
Audit fees:(1)	$	55,290
Audit related fees:		—
Tax fees:		—
All other fees:	$	---
Total	$	55,290

Segment Reporting

~~Audit-Related~~The ~~Fees~~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.

~~This~~The ~~category~~Company’s ~~consists~~chief ofoperating ~~fees~~decision ~~for~~maker ~~assurance and~~(“CODM”), ~~related~~who ~~services~~is bythe ~~our~~Chief ~~principal~~Executive ~~independent~~Officer, ~~registered~~regularly ~~public~~reviews ~~accountant~~consolidated ~~that~~financial ~~are~~information ~~reasonably related~~ to ~~the~~make ~~performance~~operating ofdecisions, ~~the~~allocate ~~audit or~~resources, ~~review~~and ofassess ~~our~~performance. ~~financial~~The ~~statements~~CODM ~~and~~does ~~are~~ not ~~reported~~evaluate ~~above~~the ~~under~~business ~~"Audit~~on ~~Fees".~~a ~~The~~disaggregated ~~services~~basis, ~~for~~and ~~the~~discrete ~~fees~~financial ~~disclosed~~information ~~under this~~is ~~category~~not ~~include~~available ~~consultations~~by ~~concerning~~product ~~financial~~line, ~~accounting~~service, ~~and~~or ~~reporting~~geographic ~~standards~~location.

~~Tax~~As ~~Fees~~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.

~~This~~Use ~~category consists~~ of ~~fees for professional services rendered by our principal independent registered public accountant for tax compliance, tax advice, and tax planning.~~Estimates

20The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses, and disclosure of contingent assets and liabilities at the date the financial statements. Actual results could differ from those estimates. For the fiscal year ended January 31, 2023, the Company’s operations and financial statement items did not require the use of any significant estimates or assumptions. All amounts presented are based on actual, readily determinable values, and no material judgments or estimation methodologies were applied.

~~All~~Cost ~~Other~~of ~~Fees~~Goods Sold

~~This~~Cost ~~category~~of ~~consists~~goods sold includes all direct costs related to the production or purchase of ~~fees~~the ~~for~~Company’s ~~services provided~~products. byThese ~~our~~costs ~~principal~~primarily ~~independent~~consist ~~registered~~of ~~public~~raw ~~accountant~~materials, ~~other~~direct ~~than~~labor, ~~the~~and ~~services~~manufacturing ~~described~~overhead, ~~above~~including depreciation of production equipment, inbound freight, packaging, and other production-related expenses.

21F-8 Table of Contents

~~PART~~Cash IVand Cash Equivalents

~~ITEM~~The 15Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. ~~EXHIBITS~~The Company had $29,656 ~~FINANCIAL~~and ~~STATEMENT~~$107,212 ~~SCHEDULES~~of cash as of January 31, 2023 and 2022, respectively. The Company did not have any cash equivalents at January 31, 2023 and 2022.

~~(a)~~Accounts ~~The~~Receivable, ~~following~~Net ~~consolidated financial statements are filed as a part of this Form 10-K:~~

~~(i) Reports~~ 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 ~~Independent~~customers ~~Registered~~to ~~Public~~make ~~Accounting~~required ~~Firm~~payments.

~~(ii) Consolidated Balance~~The ~~Sheets~~following astable ofpresents ~~January~~the 31gross accounts receivable, ~~2021~~allowance for credit loss, and ~~2022~~net accounts receivable as of January 31:

(iii) Consolidated Statements of Operations and Comprehensive Loss for the years ended January 31, 2020 and 2022

	2023			2022
Accounts receivable - Gross	$	413,632		$	2,952,022
Les: Allowance for credit loss		(33,632	)		-
Accounts receivable - net	$	380,000		$	2,952,022

~~(iv) Consolidated Statement~~Allowance ~~of Stockholders' Equity~~ for ~~the~~Credit ~~years ended January 31, 2021 and 2022~~Loss

Effective February 1, 2022, the Company adopted Accounting Standards Update (vASU) ~~Consolidated Statements~~ 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of ~~Cash~~Credit ~~Flows~~Losses ~~for~~on Financial Instruments, which requires entities to estimate expected credit losses over the ~~years~~life ~~ended~~of ~~January~~financial ~~31,~~assets ~~2021~~measured ~~and~~at ~~2022~~amortized cost using a current expected credit loss (CECL) model. The adoption did not have a material impact on the Company’s financial statements.

~~(vi) Notes~~ The allowance for credit losses represents management’s estimate of expected credit losses related to ~~Consolidated~~accounts ~~Financial~~receivable. ~~Statements~~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.

~~(b)~~Accounts deemed uncollectible are written off against the allowance when collection efforts have been exhausted. For the fiscal year ended January 31, 2023, the Company established a reserve for credit losses of $33,632 and recognized an equivalent amount as bad debt expense. The ~~following~~reserve ~~Exhibits~~was ~~are~~based on outstanding accounts receivable from customers who had ceased operations, filed asfor ~~part~~bankruptcy, or exhibited significant financial difficulties. As of ~~this~~January ~~Annual~~31, ~~Report on~~2023, ~~Form~~the ~~10-K:~~allowance for credit losses was $33,632.

Exhibit No.		Description
31.1		Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2		Certification of Principal Accounting Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2		Certification of Principal Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

Prepaid Expenses

Prepaid expenses are recorded at cost, net of amortization. *The ~~Filed~~Company ~~herewith~~had $27,422 and $2,634 in prepaid expenses as of January 31, 2023 and 2022, respectively.

22Plant and equipment, Depreciation, Amortization, and Capitalization

~~SIGNATURES~~Plant and equipment are stated at cost. The Company records depreciation and amortization when appropriate using the straight-line method over the estimated useful life of the assets. The Company estimates that the useful life of necessary equipment is 5 years. Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals, and replacements that increase the plant and equipment’s useful life are capitalized. Plant and equipment sold or retired, together with the related accumulated depreciation, is removed from the appropriate accounts and the resultant gain or loss is included in net income.

~~Pursuant~~F-9 toTable ~~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.~~Contents

	VITASPRING BIOMEDICAL CO. LTD.
	By:	/s/ Kao Cheng-Hsiang
	Kao Cheng-Hsiang
	Chief Executive Officer
	(Principal Executive Officer, Principal Financial and Accounting Officer)
Date: May 2, 2022

The Company reviews long-lived assets, including plant and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. If such indicators are present, the Company compares the estimated undiscounted future cash flows expected to result from the use and eventual disposition of the asset group to its carrying amount. If the carrying amount exceeds the estimated future cash flows, an impairment loss is recognized in the amount by which the carrying value exceeds the fair value of the asset group. No impairment charges were recorded during the years ended January 31, 2023 or 2022.

23As of January 31, 2023 and 2022, plant and equipment consisted of the following:

VITASPRING BIOMEDICAL CO. LTD.

	January 31,			January 31,
	2023			2022
Vehicle	$	49,785		$	49,785
Furniture and equipment		19,741			19,741
Computer		3,471			3,471
		72,997			72,997
Accumulated depreciation		(23,423	)		(8,361	)
Total plant and equipment, net	$	49,574		$	64,636

~~INDEX~~Accounts TOPayable ~~CONSOLIDATED FINANCIAL STATEMENTS~~

Contents		Page
Report of Independent Registered Public Accounting Firm (PCAB ID: 3495)		F-2, F-3
Consolidated Balance Sheets as of January 31, 2021 and 2022		F-4
Consolidated Statements of Operations and Comprehensive Loss for the years ended January 31, 2021 and 2022		F-5
Consolidated Statements of Stockholders' Deficit for the years ended January 31, 2021 and 2022		F-6
Consolidated Statements of Cash Flows for the years ended January 31, 2021 and 2022		F-7
Notes to Consolidated Financial Statements		F-8 – F-17

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.

~~F-1~~The Company evaluates accounts payable balances regularly to ensure completeness and accuracy and consider all amounts to be current unless otherwise specified. Any significant accrued liabilities for services received but not yet invoiced are included in accrued expenses within the balance sheet.

~~Report~~As of ~~Independent~~January ~~Registered~~31, ~~Public~~2023 ~~Accounting Firm~~and 2022, the Company’s accounts payable – related party totaled $2,411,000 and $1,251,500, respectively. All accounts payable are classified as current liabilities. The Company did not incur any material interest or penalties on past due balances during the periods presented.

ToFair ~~the~~Value ~~Stockholders and Board~~ of ~~Directors~~Financial ~~of VitaSpring Biomedical Co., Ltd~~Instruments

~~Opinion~~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 ~~Financial~~extent ~~Statements~~to which inputs used in measuring fair value are observable in the market.

WeThese ~~have~~tiers audited the accompanying balance sheets of VitaSpring Biomedical Co., Ltd (the “Company”) as of January 31, 2022 and 2021, and the related statements of operations, changes in stockholders’ equity, and cash flows for each of the years in the two-year period ended January 31, 2022, and the related notes and schedules (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, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the two-year period ended January 31, 2022, in conformity with the accounting principles generally accepted in the United States of America.include:

Going Concern Uncertainty

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 ~~accompanying~~carrying ~~financial~~value ~~statements~~of ~~have been~~cash ~~prepared~~and ~~assuming that~~ the Company ~~will continue as a going concern. As discussed in Note 2 to the financial statements, the Company~~’s ~~recurring~~ ~~losses~~loan from ~~operations,~~shareholders ~~available~~approximates ~~cash and accumulated deficit raise substantial doubt about~~ its ~~ability~~fair tovalue ~~continue~~due ~~as a going concern. Management’s plans in regard~~ to ~~these~~their ~~matters~~short-term ~~are also described in Note 2~~maturity. ~~The financial statements do not include any adjustments that might result from the outcome of this uncertainty.~~

~~Basis~~Income ~~of Opinion~~Taxes

~~These~~There ~~financial~~are ~~statements~~inherent ~~are~~uncertainties ~~the~~related ~~responsibility of~~to the ~~Company's~~interpretation ~~management.~~of ~~Our~~tax ~~responsibility~~regulations isin tothe ~~express~~jurisdictions anin ~~opinion~~which on the Company's ~~financial~~transacts ~~statements~~business. The ~~based~~judgments onand ~~our~~estimates ~~audits.~~made ~~We are~~at a ~~public~~point ~~accounting~~in ~~firm~~time ~~registered~~may ~~with~~change ~~the~~based ~~Public~~on ~~Company~~the ~~Accounting~~outcome ~~Oversight~~of ~~Board~~tax ~~(United~~audits, ~~States)~~as ~~("PCAOB")~~well ~~and~~as ~~are required~~changes to, beor ~~independent~~further ~~with~~interpretations ~~respect~~of, toregulations. The Company adjusts its income tax expense in the ~~Company~~period in ~~accordance~~which ~~with~~these ~~the~~events Uoccur.S. If ~~federal~~such ~~securities~~changes ~~laws~~take ~~and~~place, ~~the~~there ~~applicable~~is ~~rules~~a ~~and regulations~~risk ofthat the ~~Securities~~tax ~~and~~rate ~~Exchange~~may ~~Commission~~increase ~~and~~or ~~the~~decrease ~~PCAOB~~in any period.

WeThe ~~conducted~~FASB ~~our~~guidance ~~audits~~contained in ~~accordance~~ASC ~~with the~~Topic ~~standards~~740, ofIncome ~~the~~Taxes, ~~PCAOB.~~addresses ~~Those standards require that we plan and perform~~ the ~~audit~~accounting tofor ~~obtain~~uncertainty ~~reasonable~~in ~~assurance~~income ~~about~~taxes ~~whether~~recognized ~~the financial~~in ~~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~~enterprise’s ~~of its internal control over~~ financial ~~reporting.~~statements Asand ~~part~~prescribes ofa ~~our~~threshold ~~audits, we are required to obtain an understanding~~ of ~~internal~~“more ~~control~~likely ~~over~~than ~~financial reporting, but~~ not” for ~~the~~recognition ~~purpose~~and ofderecognition ~~expressing an opinion on the effectiveness~~ of ~~the~~tax ~~Company's~~positions ~~internal control~~taken ~~over~~or ~~financial~~expected ~~reporting.~~to ~~Accordingly,~~be wetaken ~~express~~in noa ~~such~~tax ~~opinion~~return.

~~Our~~The ~~audits~~Company ~~included~~adopted ~~performing~~this ~~procedures~~ guidance and is now required to ~~assess~~recognize the ~~risks~~effect of ~~material~~income ~~misstatement~~tax ofpositions ~~the~~only ~~financial~~if ~~statements,~~those ~~whether~~positions ~~due~~are tomore ~~error~~likely orthan ~~fraud,~~not ~~and~~of ~~performing~~be ~~procedures~~sustained. Recognized ~~that respond~~income totax ~~those~~positions ~~risks.~~are ~~Such~~measured ~~procedures~~at ~~included~~the ~~examining,~~largest onamount athat ~~test~~is ~~basis,~~greater ~~evidence~~than ~~regarding~~50% ~~the~~likely ~~amounts~~of ~~and~~being ~~disclosures~~recognized. Additionally, inpreviously ~~the~~recognized ~~financial statements.~~tax ~~Our~~positions ~~audits~~that ~~also~~no ~~included~~longer ~~evaluating~~meet the ~~accounting~~more-likely-than-not ~~principles~~threshold ~~used~~should ~~and~~be ~~significant~~derecognized ~~estimates~~in ~~made~~the byfirst ~~management,~~financial asreporting ~~well~~period ~~as evaluating~~in ~~the~~which ~~overall~~that ~~presentation~~threshold ofis ~~the~~no ~~financial~~longer ~~statements~~met. WeChanges ~~believe~~in ~~that~~recognition ~~our~~or ~~audits~~measurement ~~provides~~will abe ~~reasonable~~reflected ~~basis~~in ~~for~~the ~~our~~period ~~opinion~~in which the change in judgment occurs.

~~Critical~~F-10 ~~Audit~~Table ~~Matters~~of Contents

~~Critical~~The ~~audit~~Company’s ~~matters~~income ~~are~~tax ~~matters~~filings ~~arising~~are ~~from~~subject ~~the current~~to ~~year~~ audit ofby ~~the~~various ~~financial~~taxing ~~statements~~authorities. The ~~that~~Company’s ~~were~~open ~~communicated~~audit orperiods ~~required~~are tothree beyears ~~communicated~~for tofederal ~~the audit committee~~ and ~~that: (1)~~four ~~relate~~years tofor ~~accounts~~California. In orevaluating ~~disclosures that are material to~~ the ~~financial~~Company’s ~~statements~~tax provisions and ~~(2)~~accruals, ~~involved~~future ~~our~~taxable ~~especially challenging~~income, ~~subjective, or~~and ~~complex~~the ~~judgments.~~reversal ~~The communication~~ of ~~critical~~temporary ~~audit~~differences, ~~matters~~interpretations, ~~does~~and ~~not~~tax ~~alter~~planning instrategies ~~any~~are ~~way~~considered. The ~~our~~Company ~~opinion~~had onno ~~the~~material ~~financial~~adjustments ~~statements,~~to ~~taken as~~its aliabilities ~~whole,~~for ~~and~~unrecognized weincome ~~are~~taxes ~~not,~~under ~~by communicating~~ the ~~critical~~guidelines ~~audit~~of ~~matters below, providing separate opinions on~~ the ~~critical~~ASC ~~audit~~Topic ~~matters or~~740 onfor ~~the~~uncertainty ~~accounts~~in orincome ~~disclosures~~taxes toand ~~which~~believes ~~they~~their ~~relate.~~estimates Weare ~~determined~~appropriate ~~that~~based ~~there~~on ~~are~~current nofacts ~~critical~~and ~~audit matters~~circumstances.

~~F-2~~Revenue Recognition

~~Supplementary~~The ~~Information~~Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers”. The core principle of ASC 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. An entity recognizes revenue in accordance with that core principle by applying the following steps: Step 1: Identify the contract(s) with a customer Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. Specifically, Section 606-10-50 requires an entity to provide information about: a. Revenue recognized from contracts with customers, including the disaggregation of revenue into appropriate categories; b. Contract balances, including the opening and closing balances of receivables, contract assets, and contract liabilities; c. Performance obligations, including when the entity typically satisfies its performance obligations and the transaction price that is allocated to the remaining performance obligations in a contract; d. Significant judgments, and changes in judgments, made in applying the requirements to those contracts.

~~The~~More ~~supplemental~~specifically, ~~information~~the ~~contained~~Company incontracts ~~Schedule I~~with ~~has~~its ~~been~~suppliers ~~subjected~~(“Vendor”) to ~~audit~~buy ~~procedures~~a ~~performed~~specific innumber ~~conjunction~~of ~~with~~stem ~~the~~cells ~~audit~~and ofexosomes ~~the~~at ~~Company’s~~agreed-upon ~~financial statements~~prices. The ~~supplemental information~~Company ismust ~~the~~pay ~~responsibility~~for ofthose ~~the~~stem ~~Company’s~~cells ~~management.~~regardless ~~Our~~of ~~audit~~whether ~~procedures~~it ~~included~~is ~~determining~~able ~~whether~~to ~~the~~resell ~~supplemental information~~them. ~~reconciles~~A tocustomer ~~the~~(“Buyer”) ~~financial~~generally ~~statements~~visits or the ~~underlying~~Company’s ~~accounting~~website ~~and~~searching ~~other~~for ~~records,~~available asstem ~~applicable,~~cells and ~~performing~~exosomes, ~~procedures to~~obtains ~~test~~price ~~the~~quotation, ~~completeness~~ and ~~accuracy~~places ofan ~~the~~order ~~information~~with ~~presented in~~ the ~~supplemental~~Company ~~information.~~who Inthen ~~forming~~confirms ~~our opinion on~~ the ~~supplemental information,~~purchase ~~we evaluated whether the supplemental information~~order, ~~including~~as ~~its~~a ~~form~~contract ~~and~~with ~~content,~~that isparticular ~~presented~~Buyer. inThe ~~conformity~~Company ~~with~~has ~~accounting principles~~discretion ~~generally accepted~~ in establishing the ~~United~~prices ~~States~~for ~~of America. In our opinion,~~ the ~~supplemental~~stem ~~information~~cells isit ~~fairly~~sells ~~stated, in all material respects, in relation~~ to the ~~financial statements as a whole~~Buyer.

~~Very~~The ~~truly~~Company ~~yours~~obtains control of the stem cell (which it could resell) when stored at a separate/specified liquid nitrogen tank at the Vendor and transfers that product to the Buyer. The common delivery term is Ex Works Warehouse. The Company assists the Buyer in resolving product issues including complaints with the products provided by the Vendor. The Vendor is responsible for fulfilling the obligations associated with transfer of the stem cell purchased, including coordination with cold chain shipping companies when required. The Company is the principal for the sale of the stem cell to the Buyer and recognizes revenue upon shipment by the Vendor to the Buyer, upon shipping/delivery confirmation. The revenue is recognized on a gross basis. The specified good is a selected type of stem cell along with the other exosome provided by the Vendor for the Buyer of that stem cell. The following are indications of control by the Company:

~~Douglas~~· EThe Vendor is responsible for manufacturing the products, while the Company retains primary responsibility for fulfilling the obligation to deliver the products from the Vendor’s separate storage facility to the Buyer. ~~Faulkner~~· The Company has inventory risk as a result of purchasing the stem cells from the Vendor and will be subject to the risks and rewards of ownership, ~~CPA~~including loss if it is unable to sell the stem cells. · The Company has the discretion in establishing the selling price of the stem cells for its contract with the Buyers. · In Summary, the Company is primarily responsible for fulfillment, inventory risk, and pricing discretion. The Company recognizes revenue equal to the price to be paid by the Buyer for the stem cells upon transfer of control of the stem cells to the Buyer. The Company recognizes the cost of the stem cells at the purchase price to be paid to the Vendor, as cost of sales, upon purchase from the Vendor.

~~Kho~~F-11 &Table ~~Patel,~~of ~~Certified Public Accountants~~Contents

ABasic ~~Professional~~(Loss) Income ~~Corporation~~Per Share

~~San~~The ~~Dimas,~~Company ~~California~~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.

~~March~~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. As of January 31, 2023 and 2022, there were no potentially dilutive debt or equity instruments issued or outstanding.

WeComprehensive ~~have~~(Loss) ~~served as the Company’s auditor since 2020.~~Income

FComprehensive (loss) income is defined as all changes in stockholders’ (deficit)/equity, exclusive of transactions with owners, such as capital investments. Comprehensive (loss)/income 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-3for-sale securities. As of January 31, 2023 and 2022, there were no differences between the Company’s comprehensive (loss)/income and net (loss)/income.

~~VITASPRING~~Stock-Based ~~BIOMEDICAL CO., LTD~~Compensation

~~BALANCE~~The ~~SHEETS~~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.

~~JANUARY~~The ~~31,~~fair ~~2022~~value ~~AND~~of ~~2021~~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.

		2022		2021
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	107,212	$	45,398
Accounts receivable, net of allowance for doubtful accounts of $0 in 2021 and $0 in 2020 (Note 1)		2,952,022		-
Prepaid expenses		2,634		-
Inventory		-		144,000
Total current assets		3,061,868		189,398
LONG-TERM ASSETS
Property and equipment, net		64,636		-
Operating lease right-of-use asset		459,955		-
Deposits		17,614		-
Total long-term assets		542,205		-
Total assets	$	3,604,073	$	189,398
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$	1,251,500	$	-
Income tax payable		210,923		-
Advances from related party		94,358		93,034
Total current liabilities		1,556,781		93,034
LONG-TERM LIABILITIES
Operating lease liabilities, net of current		463,572		-
Deferred tax liability (Note 9)		6,181		-
Total long-term liabilities		469,753		-
Total liabilities		2,026,534		93,034
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common stock, $0.0001 par value, 500,000,000 and 500,000,000 shares, respectively authorized 206,520,030 and 209,670,030 shares, respectively issued and outstanding		20,652		19,150
Stockholder receivables		(137,634)		(290,407)
Additional paid-in capital		877,797		814,899
Retained earnings (accumulated deficit)		816,724		(447,278)
Total stockholders' equity		1,577,539		96,364
Total liabilities and stockholders' equity	$	3,604,073	$	189,398

Foreign Currency Translation

~~See~~The ~~accompanying~~Company’s ~~notes~~functional and ~~independent~~reporting ~~accountant's~~currency ~~review report~~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-4~~Leases

~~VITASPRING~~The ~~BIOMEDICAL~~Company COdetermines whether a contract is or contains a lease at contract inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, ~~LTD~~other current liabilities, and operating lease liabilities on our balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities on the Company’s balance sheets.

~~STATEMENTS~~Operating OFlease ~~OPERATIONS~~ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of the Company’s leases do not provide an implicit rate, we use the Company’s incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Operating lease expense for fixed lease payments is recognized on a straight-line basis over the lease term. Variable lease payments are generally expensed as incurred and may include certain index-based changes in rent and other non-fixed payments for services provided by the lessor. The Company’s leases do not contain any material residual guarantees or material restrictive covenants.

~~FOR~~F-12 ~~THE~~Table ~~PERIOD~~of ~~ENDED JANUARY 31, 2022 AND 2021~~Contents

		2022		2021
Revenues	$	5,613,200	$	248,200
Cost of goods sold		3,545,200		136,000
Gross profit from operations		2,068,000		112,200
Operating Expenses
Selling, general and administrative expenses (Schedule I)		586,894		537,582
Income (loss) from operations		1,481,106		(425,382)
Provision for income tax benefit (expense)		(217,104)		-
Net income (loss)	$	1,264,002	$	(425,382)
Net income per share: Basic and diluted	$	-	$	-
Weighted average number of shares outstanding: Basic and diluted		205,983,864		91,090,350

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.

~~See~~Recently ~~accompanying~~Issued ~~notes~~Accounting ~~and independent auditor's report.~~Pronouncements

FIn July 2025, the FASB issued ASU 2025-505, 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.

~~VITASPRING~~In ~~BIOMEDICAL~~May CO2025, 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, ~~LTD~~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.

~~STATEMENTS~~In OFNovember ~~CHANGES~~2024, INthe ~~STOCKHOLDERS' EQUITY~~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.

~~FOR~~In ~~THE~~March ~~PERIOD~~2024, ~~ENDED~~the ~~JANUARY~~FASB 31issued ASU 2024-02 "Codification Improvements – Amendments to Remove References to the Concepts Statements" ("ASU 2024-02"), ~~2022~~ ~~AND~~which ~~2021~~contains amendments to the Codification to remove references to various FASB Concepts Statements. In most instances, the references are extraneous and not required to understand or apply the guidance. Generally, ASU 2024-02 is not intended to result in significant accounting changes for most entities. ASU 2024-02 is effective for the Company for fiscal years beginning after December 15, 2024. The Company does not expect this update to have a material impact on its financial statements.

	Number of Shares		Common Stock		Shareholder Receivables		Additional Paid-In Capital		Retained Earnings (Accumulated Deficit)		Total Stockholders' Equity (Deficit)
Balance, January 31, 2020	10,902,006	$	3,634	$	-	$	18,262	$	(21,896)	$	-
5:1 stock split	43,608,204		-		-		-		-		-
Purchase of treasury stock	(6,233,700)		(623)		-		(2,875)		-		(3,498)
Issuance of Common Stock	16,468,400		1,647		-		80,695		-		82,342
Issuance of stock-based compensation - Common Stock	144,925,120		14,492		(290,407)		718,817		-		442,902
Net loss	-		-		-		-		(425,382)		(425,382)
Balance, January 31, 2021	209,670,030	$	19,150	$	(290,407)	$	814,899	$	(447,278)	$	96,364
Repurchase of Common stock	(11,285,015)		(1,129)		-		1,129		-		-
Issuance of Common Stock	1,000,000		100		-		49,900		-		50,000
Issuance of stock-based compensation - Common Stock	7,135,015		2,531		152,773		11,869		-		167,173
Net income	-		-		-		-		1,264,002		1,264,002
Balance, January 31, 2022	206,520,030	$	20,652	$	(137,634)	$	877,797	$	816,724	$	1,577,539

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires, among other things, additional disclosures primarily related to the income tax rate reconciliation and income taxes paid. The expanded annual disclosures are effective for our year ending December 31, 2025. The Company is currently evaluating the impact that ASU 2023-09 will have on our consolidated financial statements and whether we will apply the standard prospectively or retrospectively.

~~See~~The ~~accompanying~~Company ~~notes~~has considered all other recently issued accounting pronouncements and ~~independent~~does ~~auditor's~~not ~~report~~believe the adoption of such pronouncements will have a material impact on its financial statements.

~~F-6~~Recently Adopted Accounting Pronouncements

~~VITASPRING~~In ~~BIOMEDICAL~~the ~~CO.~~fiscal year ended January 31, ~~LTD~~2023, the Company adopted the following accounting standard updates (ASUs):

STATEMENTS OF CASH FLOWS

	·	ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments
		Effective February 1, 2022, the Company adopted ASU 2016-13 using the modified retrospective approach. This standard introduced a new expected credit loss model for measuring impairment on financial instruments, including trade receivables and certain other financial assets. The adoption did not have a material impact on the Company’s financial statements due to the nature and short-term duration of its financial instruments.
	·	In November 2023, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires additional disclosures around significant segment expenses and disclosures to identify the title and position of the chief operating decision maker (“CODM”).

~~FOR~~The ~~THE~~adoption ~~PERIOD~~of ~~ENDED~~other ~~JANUARY~~accounting 31pronouncements during the fiscal year, ~~2022~~ ~~AND~~individually ~~2021~~and in the aggregate, did not have a material impact on the Company’s financial position, results of operations, or cash flows.

		2022		2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net inco me (loss)	$	1,264,002	$	(425,382)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation expense		8,361		-
Stock-based compensation		167,173		434,218
Deferred tax (benefit) expense		6,181		-
Changes in assets and liabilities:
Accounts receivable		(2,952,022)		-
Prepaid expenses		(2,634)		-
Inventory		144,000		(144,000)
Deposits		(17,614)		-
Accounts payable and accrued liabilities		1,251,500		-
Other current liabilities		3,617		-
Income tax payable		210,923		-
Advances from related party		1,324		93,034
Cash provided by (used in) operating activities		84,811		(42,130)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets		(72,997)		-
Cash provided by (used in) investing activities		(72,997)		-
CASH FLOWS FROM FINANCING ACTIVITIES
Purchase of treasury stock		-		(3,498)
Issuance of stock-based compensation - common stock		-		8,684
Proceeds from sale of common stock		50,000		82,342
Cash provided by (used in) financing activities		50,000		87,528
Net increase (decrease) in cash and cash equivalents		61,814		45,398
CASH AND CASH EQUIVALENTS, BEGINNING OF THE YEAR		45,398		-
CASH AND CASH EQUIVALENTS, END OF THE YEAR	$	107,212	$	45,398
Supplemental cash flow disclosures:
Income taxes paid	$	800	$	-
Interest expense paid	$	-	$	-
Supplemental schedule of non-cash investing and financing activities
Common stock issuance in lieu of shareholder receivables	$	152,773	$	290,407

The Company is currently evaluating the impact of all pending standards and does not expect the adoption of any other recently issued ASUs to have a material effect on its financial statements.

~~See~~Note ~~accompanying~~5 ~~notes~~– ~~and~~Related ~~independent~~Party ~~auditor's~~Transactions ~~report.~~and Balances

~~F-7~~Advances from Related Party

~~Note~~During 1the –year ~~ORGANIZATION~~ended ~~AND~~January ~~NATURE OF~~31, ~~BUSINESS~~2022, the Company received advances totaling $94,358 from Cheng-Hsiang Kao, the Company’s previous Chief Executive Officer who is also a major shareholder. These advances are unsecured, non-interest bearing, and payable on demand. As of January 31, 2023 and 2022, the total amount of shareholder advances outstanding was $214,682 and $94,358, respectively. During the years ended January 31, 2023 and 2022, the Company recorded advances from related party under operating activities of $120,323 and $1,324, respectively.

~~VitaSpring~~Due ~~Biomedical Co., Ltd (formerly Shemn Corp.) (“the Company”) was incorporated in the State of Nevada on September 6, 2016. The Company aims~~ to ~~build~~Related aParty 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 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~~The Company sources its inventory exclusively from a vendor wholly owned by shareholders who collectively hold more than 20% of the Company’s outstanding common shares as of January 31, 2023. These shareholders are also family members of the Company’s Chairman. As of January 31, 2023, and 2022 amounts due to this related party totaled $2,411,000 and $1,251,500 respectively, are disclosed in Accounts Payable – ~~GOING~~related ~~CONCERN~~party on the balance sheets.

~~The~~Note ~~accompanying~~6 ~~financial~~– ~~statements~~COMMON ~~have been~~STOCK prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. The Company has retained earnings of $816,724 and a cash flow from operations amounting to $134,811 for year ended January 31, 2022. The Company has an accumulated deficit of $447,278 and a negative cash flow from operations amounting to $42,130 for year ended January 31, 2022. The Company had $5,613,200 and $248,200 in revenues for the years ended January 31, 2022 and 2021, respectively. There is substantial doubt about the Company’s ability to continue as a going concern due to the limited operating history of the business. As such, no assurance that the Company will continue to be profitable. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

~~Note~~The 3number –of ~~SUMMARY~~authorized OFshares ~~SIGNIFICANT ACCOUNTING~~of ~~POLICIES~~common stock under the Certificate of Incorporation was 75,000,000, $0.001 par value, when the Company was incorporated on September 6, 2016. The number of authorized shares of common stock under the Certificate of Incorporation was amended to 225,000,000 shares on November 29, 2018. The number of authorized shares of common stock under the Certificate of Incorporation was amended to 500,000,000 shares, $0.0001 par value, on May 22, 2020.

~~Basis~~On May 12, 2020, the Company amended its articles of ~~presentation~~incorporation to affect the following: (a) the number of authorized shares of common stock under the Certificate of Incorporation was amended to 500,000,000 shares, having a $0.0001 par value; (b) a stock split on a 1:5 basis, such that each share of the issued and outstanding Common stock of the Corporation be forward split into five (5) shares of Common stock of the Corporation, effective on June 8, 2020 (the “Record Date”).

~~The~~F-13 ~~accompanying~~Table ~~financial statements have been prepared in accordance with generally accepted accounting principles in the United States~~ of ~~America. The Company’s year-end is January 31.~~Contents

~~Use~~On July 14, 2020, the Company filed an 8-K Form regarding the Board of ~~Estimates~~Directors approvals of the following, as amended via Form 8-K filed on August 4, 2020: (1) the issuance of up to 16,468,400 shares of common stock to certain non-U.S. accredited investors, at a purchase price of $0.005 per share, and (2) the issuance of up to 131,891,600 shares of common stock, at par value, to non-U.S. consultants, directors, and employees.

~~The~~On ~~preparation~~September of9, ~~financial~~2020, ~~statements in~~the ~~conformity~~Company ~~with~~issued ~~generally~~6,800,000 ~~accepted~~shares ~~accounting~~of ~~principles~~common ~~requires~~stock ~~management~~related to ~~make~~its ~~estimates~~stock-based ~~and~~compensation ~~assumptions~~plan ~~that~~to ~~affect~~various ~~the~~marketing ~~reported amounts~~advisors, oftechnical ~~assets~~advisors, ~~and~~sales ~~liabilities~~distributors, ~~and~~brokers, ~~disclosure of contingent assets~~ and ~~liabilities~~sales atrepresentatives ~~the date the financial statements and the reported amount~~ of ~~revenues and expenses during~~ the ~~reporting year~~Company. ~~Actual results could differ from those estimates.~~

~~Cash and~~On ~~Cash~~October ~~Equivalents~~4, 2020, the Company issued 131,891,600 shares of common stock as stock-based compensation to certain non-U.S. consultants, directors, and employees.

~~The Company~~On ~~considers all~~October ~~highly~~4, ~~liquid investments with~~2020, the ~~original maturities~~Company issued 16,468,400 shares of ~~three~~ ~~months or~~common ~~less~~stock to beinvestors ~~cash equivalents. The~~for ~~Company~~total ~~had~~cash ~~$107,212~~proceeds ~~and~~of $4582,~~398~~342 ofat ~~cash~~a ~~equivalents~~price as of ~~January~~$0.005 ~~31,~~per ~~2022 and 2021, respectively~~share.

~~Allowance for~~On ~~Doubtful~~November ~~Accounts~~24, 2020, the Company issued 6,233,520 shares of common stock related to its stock-based compensation plan to certain non-U.S. founders of the Company.

~~The~~On ~~allowance~~May ~~for~~12, ~~doubtful~~2021, ~~accounts represents an estimate by~~ the Company's ~~management~~issued of1,000,000 ~~specific~~shares ~~accounts~~of ~~deemed~~common ~~uncollectible.~~stock ~~The~~to ~~estimate~~investors ~~takes into account prior bad debt experience and customer receivables outstanding~~ for 90cash ~~days~~proceeds orof ~~more.~~$50,000 ~~Allowance~~at ~~for~~a ~~doubtful~~price ~~accounts~~of ~~was~~ $0.05 asper ~~of January 31, 2022~~share.

~~Prepaid~~On ~~Expenses~~May 12, 2021, the Company issued 7,135,015 shares of common stock related to its stock-based compensation plan to certain non-U.S. consultants, directors, and ~~Deposits~~employees of the Company.

~~Prepaid~~Between ~~Expenses~~December ~~are~~1, ~~recorded~~2022, atand ~~cost~~January ~~less amortized~~31, ~~value.~~2023, ~~The~~the Company ~~had~~issued $2510,~~634~~000 ~~and~~shares $0of incommon ~~prepaid~~stock ~~expenses~~to ~~and~~a ~~deposits~~service asprovider offor ~~January~~services ~~31, 2022 and 2021, respectively~~rendered.

~~F-8~~There were 207,030,030 and 206,520,030 shares of common stock issued as of January 31, 2023 and 2022, respectively.

~~Note~~Excluding 3shares –issued ~~SUMMARY~~under OFstock-based ~~SIGNIFICANT ACCOUNTING~~compensation ~~POLICIES~~plans ~~(Continued)~~that had not yet vested, there were 152,075,197 and 118,592,297 shares of common stock outstanding as of January 31, 2023 and 2022, respectively.

~~Inventories~~Note 7 – STOCK-BASED COMPENSATION

~~Inventories~~The ~~are~~Company’s ~~stated~~stock-based atcompensation ~~the~~programs ~~lower~~are oflong-term ~~cost or~~retention ~~market.~~programs ~~Cost~~that isare ~~principally~~intended ~~determined~~to ~~using the first-in~~attract, ~~first~~retain ~~out~~and ~~(FIFO)~~provide ~~method.~~incentives ~~The~~for ~~Company~~employees, ~~had~~officers $0 and ~~$144~~directors,~~000~~ inand ~~finished~~to ~~goods inventory~~align asstockholder ~~of January 31, 2022~~ and ~~2021,~~employee ~~respectively~~interests.

~~Depreciation~~Under the stock-based compensation plan, ~~Amortization~~the Company may grant Incentive Stock Options (“ISO”), Non-statutory Stock Options (“NSO”), Restricted Stock (“RS”) and ~~Capitalization~~ 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.

~~The~~Valuation ~~Company~~of ~~records depreciation and amortization when appropriate using straight~~Stock-~~line~~Based balance method over the estimated useful life of the assets. The Company estimates that the useful life of necessary equipment is 5 years. Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals, and replacements that increase the property's useful life are capitalized. Property sold or retired, together with the related accumulated depreciation is removed from the appropriated accounts and the resultant gain or loss is included in net income.Compensation

~~Accounts~~Stock-based ~~Payable~~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 ~~Accrued~~amortized ~~Liabilities~~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.

~~Accounts~~F-14 ~~payable~~Table ~~discloses a liability to a creditor, carried on open account, usually for purchases~~ of goods and services. Accrued liabilities represent unpaid goods and services. The Company had $1,251,500 and $0 in accounts payable and accrued liabilities as of January 31, 2022 and 2021, respectively.Contents

~~Credit~~Stock-based ~~Card~~compensation: ~~Liability~~Common stock activities for the year ended January 31, 2023 and 2022 are summarized as follows:

Credit card liability represents amounts owed to credit card issuers for money borrowed to pay merchants for goods and services based on the cardholder’s promise to pay the card issuer borrowed amounts plus other agreed upon charges. The Company had $0 and $0 in credit card liability as of January 31, 2022 and 2021, respectively.

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Weighted Average Grant Date Fair Value
January 31, 2022		87,927,733			-		2	$	0.005
Expected to Vest		87,927,733
					-
Vested		(32,972,900	)		-			$	0.005

January 31, 2023		54,954,833					1	$	0.005
Expected to Vest		54,954,833

~~Fair~~Compensation ~~Value of Financial Instruments~~Costs

~~ASC~~The ~~topic~~Company ~~820~~recognizes ~~"Fair~~the ~~Value~~estimated ~~Measurements and~~compensation ~~Disclosures"~~cost ~~establishes~~of aall ~~three~~stock-~~tier~~based ~~fair~~awards ~~value~~generally ~~hierarchy,~~on ~~which~~a ~~prioritizes~~straight-line basis over the ~~inputs~~requisite inservice ~~measuring~~period ~~fair~~of ~~value.~~the ~~The~~entire ~~hierarchy prioritizes~~award, which is generally the ~~inputs~~vesting ~~into~~period. ~~three~~The ~~levels~~estimated compensation cost is based on the ~~extent~~fair tovalue ~~which~~of ~~inputs~~the ~~used~~common instock ~~measuring~~on ~~fair~~the ~~value~~date ~~are~~of ~~observable~~the ingrant. ~~the~~The ~~market~~Company accounts for forfeitures as they occur.

~~These~~As ~~tiers~~of ~~include:~~January 31, 2023, there was $274,774 of unrecognized compensation cost related to non-vested stock-based awards, to be recognized over a weighted average period of one year. As of January 31, 2023, there was $439,639 of unrecognized compensation cost related to non-vested stock-based awards, to be recognized over a weighted average period of two years.

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.

Stock-based compensation recognized for the year ended January 31, 2023 amounted to $164,865. Stock-based compensation recognized for the year ended January 31, 2022 amounted to $521,615.

~~The~~Note ~~carrying~~8 ~~value~~– ofSELLING, ~~cash~~GENERAL ~~and~~AND ~~the~~ADMINISTRATIVE ~~Company’s loan~~EXPENSES ~~from~~(As ~~shareholder approximates its fair value due to their short-term maturity.~~Restated)

~~Income~~For ~~Taxes~~the years ended January 31, 2023 and 2022, the Company incurred selling, general and administrative (“SG&A”) expenses of $844,836 and $941,336, respectively. These expenses include costs related to personnel, professional services, facilities, insurance, and other administrative activities necessary to support the Company’s operations.

~~Income~~During ~~taxes are computed using~~ the ~~asset and~~year ~~liability~~ended ~~method.~~January ~~Under~~31, 2023, the ~~asset~~Company identified and ~~liability~~corrected ~~method,~~an ~~deferred~~error ~~income~~in ~~tax~~the ~~assets~~classification ~~and~~of ~~liabilities are determined~~ stock-based oncompensation for the ~~differences between~~fiscal ~~the~~year ~~financial~~ended ~~reporting~~January ~~and~~31, ~~tax~~2022. ~~bases~~Accordingly, ofstock-based ~~assets~~compensation ~~and~~expense ~~liabilities~~for ~~and~~the ~~are~~year ~~measured~~ended ~~using~~January ~~the~~31, ~~currently~~2022, ~~enacted~~was ~~tax~~restated ~~rates~~from ~~and~~$167,173 ~~laws~~to $521,615. A ~~valuation~~The ~~allowance~~adjustment isincreased ~~provided~~total ~~for~~SG&A ~~the~~expenses ~~amount~~for ofthat ~~deferred~~period. ~~tax~~Management ~~assets~~concluded that, ~~based~~the onrestatement had ~~available~~a ~~evidence,~~material ~~are~~impact ~~not~~on ~~expected~~the topreviously beissued ~~realized~~financial statements.

F-Note 9 – OPERATING LEASES

~~Note~~In 3July –2021, ~~SUMMARY~~the OFCompany ~~SIGNIFICANT ACCOUNTING~~entered ~~POLICIES~~into ~~(Continued)~~a non-cancelable operating lease for an office facility in Irvine, California. The lease agreement requires 36 monthly lease payments that range from $14,796 to $16,013 per month. The lease commences in August 2021 and expires in July 2024. The lease has a remaining lease term of less than three years, with no options to extend.

~~Revenue~~F-15 ~~Recognition~~Table of Contents

~~The~~There ~~Company~~are ~~recognizes~~no ~~revenue~~lease intransactions ~~accordance with~~classified ~~Accounting~~as ~~Standards~~finance ~~Codification~~leases (“ASC”) 606, “Revenue from Contracts with Customers”. The core principle of ASC 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for ~~those goods or services. An entity recognizes revenue in accordance with that core principle by applying~~ the following steps: Step 1: Identify the contract(s) with a customer Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. Specifically, Section 606-10-50 requires an entity to provide information about: a. Revenue recognized from contracts with customers, including the disaggregation of revenue into appropriate categories; b. Contract balances, including the opening and closing balances of receivables, contract assets, and contract liabilities; c. Performance obligations, including when the entity typically satisfies its performance obligations and the transaction price that is allocated to the remaining performance obligations in a contract; d. Significant judgments, and changes in judgments, made in applying the requirements to those contracts. For the years ended January 31, ~~2022~~2023 and ~~2021, the Company generated $5,613,200 and $248,200 in revenue, respectively~~2022.

~~Basic~~The ~~Income~~table ~~(Loss)~~below ~~Per~~summarizes ~~Share~~the components of operating lease costs related to operating leases for the year ended January 31, 2023 and 2022:

The Company computes income (loss) per share in accordance with FASB ASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the year.

	2023		2022
Fixed lease cost	$	184,786	$	92,393
Total	$	184,786	$	92,393

~~Diluted~~Supplementary ~~income~~information ~~(loss)~~on ~~per~~cash ~~share~~flow ~~gives~~and ~~effect to~~other ~~all~~information ~~dilutive~~for ~~potential~~leasing ~~common~~activities ~~shares~~for ~~outstanding during~~ the year. ~~Dilutive~~ended ~~loss per share excludes all potential common shares if their effect is anti-dilutive. As of~~ January 31, ~~2022~~2023 and ~~2021,~~2022 ~~there~~are ~~were~~as ~~no potentially dilutive debt or equity instruments issued or outstanding.~~follows:

Comprehensive Income (Loss)

	2023			2022
Cash paid for amounts included in the measurement of lease liabilities:
● Operating cash flows from operating leases:	$	181,104		$	88,776

Right-of-use assets obtained in exchange for lease obligations:
● Operating leases:		255,682			479,495

Weighted average remaining lease term (in years)		1.5			2.5

Weighted average discount rate		10.00	%		10.00	%

~~Comprehensive~~Future ~~income~~minimum ~~(loss)~~lease ispayments ~~defined~~under ~~as all~~non-cancelable ~~changes~~leases ~~in stockholders’ equity (deficit), exclusive of 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, ~~2022 and~~2023 ~~2021, there were no differences between our comprehensive income (loss)~~ and ~~net~~2022 ~~income~~are ~~(loss).~~as follows:

Stock-Based Compensation

	2023			2022
Fiscal Year

2023	$	-		$	181,103
2024		188,403			188,402
2025		96,075			96,075

Thereafter		-			-
Total future minimum lease payments		284,478			465,580

Less imputed interest		(21,497	)		(2,008	)

Total	$	262,981		$	463,572

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 Topic 718. 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.

	2023		2022
Operating lease liabilities, current	$	169,647	$	181,103
Operating lease liabilities, non-current		93,334		282,469
Operating lease liabilities	$	262,981	$	463,572

~~The~~Note 10 ~~fair~~– ~~value~~COMMITMENTS ofAND 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.CONTINGENCIES

~~F-10~~Legal Proceedings

~~Note~~The 3Company –is ~~SUMMARY~~from OFtime ~~SIGNIFICANT ACCOUNTING~~to ~~POLICIES~~time ~~(Continued)~~involved in ordinary routine litigation incidental to the conduct of its business. The Company regularly reviews all pending litigation matters in which it is involved and establishes reserves deemed appropriate for such litigation matters, which reserved amounts are charged to operations in the year during which they are accrued. The Company believes that no presently pending litigation matters are likely to have a material adverse effect on the Company’s financial statements or results of operations, taken as a whole.

~~Foreign~~F-16 ~~Currency~~Table ~~Translation~~of Contents

~~The~~During the reporting period, the Company’s ~~functional~~became aware that its former Chief Executive Officer, Mr. Cheng-Hsiang Kao, and ~~reporting currency~~Chairman isof the ~~U.S.~~Board, ~~dollar~~Mr. ~~Transactions~~Pao-Chi ~~may~~Chu, ~~occur~~are involved in ~~foreign~~civil ~~currencies~~ and ~~management~~criminal ~~has~~legal ~~adopted~~proceedings ~~ASC~~in ~~830,~~Taiwan. ~~“Foreign~~The ~~Currency Translation~~proceedings ~~Matters”.~~involve ~~Monetary~~allegations ~~assets~~concerning the unauthorized use or disclosure of business know-how and ~~liabilities~~intellectual ~~denominated~~property. The Company is not a named party in ~~foreign~~these ~~currencies~~proceedings. ~~are~~On ~~translated~~August ~~using~~7, ~~the~~2025, ~~exchange~~Mr. ~~rate~~Kao ~~prevailing at~~and Chu, along with the ~~balance~~other ~~sheet~~officers ~~date~~resigned and appointed Ms. ~~Non~~Ssu-~~monetary~~Chuan ~~assets~~Lai ~~and~~as ~~liabilities~~the ~~denominated~~sole indirector ~~foreign~~and ~~currencies~~to ~~are~~all ~~translated~~of atthe ~~rates~~officer ofpositions. ~~exchange~~The ~~in effect~~new atmanagement has evaluated the ~~date~~available information and, as of the ~~transaction.~~balance ~~Average~~sheet ~~monthly~~date, ~~rates~~concluded that the matters are ~~used~~not expected to ~~translate~~have ~~revenues~~a ~~and~~material ~~expenses.~~adverse ~~Gains~~effect ~~and~~on ~~losses~~the ~~arising~~Company’s ~~on translation~~financial condition or ~~settlement~~results of ~~foreign~~operations. ~~currency~~Management ~~denominated~~will ~~transactions~~continue orto ~~balances~~monitor ~~are~~the ~~included~~situation inand assess any implications on the ~~statement~~Company’s ofleadership or its operations.

~~Leases~~Note 11 – INCOME TAXES

The Company ~~determines~~has ~~whether~~established a ~~contract is~~full orvaluation ~~contains~~allowance aagainst ~~lease~~its atdeferred ~~contract~~tax ~~inception.~~assets ~~Operating~~as ~~leases~~of ~~are~~January ~~included~~31, in2023 ~~operating~~and ~~lease~~2022. ~~right-of-use~~The ~~(“ROU”)~~valuation ~~assets, other~~allowance ~~current~~is ~~liabilities,~~based ~~and~~on ~~operating~~management’s ~~lease~~assessment ~~liabilities~~that onit ~~our~~is ~~balance~~more ~~sheets.~~likely ~~Finance~~than ~~leases~~not ~~are~~that ~~included~~the indeferred ~~property~~tax ~~and~~assets ~~equipment, other~~will ~~current~~not ~~liabilities,~~be ~~and~~realized ~~other~~due ~~long-term~~to ~~liabilities on~~ the Company’s ~~balance~~limited ~~sheets~~operating history and history of net losses.

~~Operating~~The ~~lease~~Company ~~ROU~~had ~~assets~~approximately ~~and~~$4.5 ~~operating lease~~million ~~liabilities~~of ~~are~~federal ~~recognized~~net ~~based~~operating onloss ~~the~~(“NOL”) ~~present~~carryforwards ~~value~~as of ~~the~~January ~~future~~31, ~~minimum~~2023, ~~lease~~which ~~payments~~may ~~over~~be ~~the~~available ~~lease~~to ~~term~~offset atfuture ~~commencement~~taxable ~~date~~income. As ~~most~~Federal ofNOLs ~~the~~arising ~~Company’s~~in ~~leases~~tax doyears ~~not~~beginning ~~provide~~after an2017 ~~implicit~~can ~~rate,~~be wecarried ~~use~~forward ~~the~~indefinitely ~~Company’s~~but ~~incremental~~are ~~borrowing~~limited ~~rate~~to ~~based~~offsetting ~~on the~~80% ~~information~~of ~~available~~taxable atincome ~~commencement date~~ in ~~determining~~any ~~the~~given ~~present~~year, ~~value~~pursuant ofto current ~~future payments~~U.S. ~~The~~tax ~~operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred~~law. ~~The~~State ~~Company’s~~NOLs ~~lease~~are ~~terms~~subject ~~may include options~~ to ~~extend~~separate orrules ~~terminate~~and ~~the~~expiration ~~lease when it is reasonably certain that the Company will exercise that~~periods.

~~option.~~The ~~Operating~~following ~~lease expense for fixed lease payments~~ is ~~recognized on~~ a ~~straight-line~~reconciliation ~~basis~~of ~~over~~ the ~~lease~~federal ~~term.~~statutory ~~Variable~~tax ~~lease~~rate ~~payments~~to ~~are generally expensed as incurred and may include certain index-based changes in rent and other non-fixed payments for services provided by~~ the ~~lessor.~~effective ~~The~~tax ~~Company’s leases do not contain any material residual guarantees or material restrictive covenants.~~rate:

	Year ended January 31,
	2023			2022
Statutory federal income tax rate		21.00	%		21.00	%
State income taxes, net of federal tax benefit		(0.00	)		-
Valuation allowance		(20.84	)		-
Other, net		-0.04			(1.73	)
Effective tax rate		0.12	%		19.27	%

~~Risk~~The ~~Factors~~components of the income tax provision/(benefit) are as follows:

The following risks could adversely affect the Company’s business, financial condition, cash flows, and results of operations. These risk factors do not identify all risks that we face; our operations could also be affected by factors that are not presently known to us or that we currently consider to be immaterial to our operations. Due to risks and uncertainties, known and unknown, our past financial results may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future years.

	Year ended January 31,
	2023			2022
Current:
Federal	$	-		$	210,923
State		800			-
Total current		800			210,923
Deferred:
Federal		(6,181	)		6,181
State		-			-
Total deferred		(6,181	)		6,181
Total income tax provision	$	(5,381	)	$	217,104

~~The COVID~~F-1917 ~~pandemic~~Table ~~has adversely affected significant portions~~ of our business and could have a material adverse effect on our financial condition and results of operations. The Company is subject to numerous pandemic-related risks, including those described below. The degree to which COVID-19 impacts the results will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and severity of the pandemic, the actions taken to contain the virus or treat its impact, other actions taken by governments, businesses, and individuals in response to the virus and resulting economic disruption, and how quickly and to what extent normal economic and operating conditions can resume. We are similarly unable to predict the extent of the impact of the pandemic on our customers, suppliers, vendors, and other partners, and their financial conditions, but a material effect on these parties could also materially adversely affect us.Contents

~~F-11~~The tax effects of cumulative temporary differences that gave rise to the deferred tax assets and liabilities were as follows:

Note 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

	January 31,
	2023			2022
Deferred tax assets:
Allowance for credit loss	$	7,063		$	-
Operating lease liability		55,226			97,350
Net operating loss carryforward		865,309			-
Other, net		168			-
Total deferred tax assets		927,766			97,350
Valuation allowance		(868,172	)		-
Net deferred tax assets		59,594			97,350

Deferred tax liabilities:
Amortization and depreciation		(5,901	)		(6,940	)
Operating lease right-of-use assets		(53,693	)		(96,591	)
Total deferred tax liabilities		(59,594	)		(103,531	)

net deferred tax assets (liabilities)	$	-		$	(6,181	)

~~The~~Note ~~pandemic~~12 ~~has~~– ~~resulted~~CONCENTRATION inOF ~~authorities imposing,~~CREDIT and businesses and individuals implementing, numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter-in-place/stay-at-home and social distancing orders, and shutdowns. These measures have impacted and may further impact our workforce and operations, the operations of our customers, and those of our respective vendors, suppliers, and partners.RISK

~~There~~The isCompany ~~considerable~~did ~~uncertainty~~not ~~regarding the~~have ~~business~~any ~~impacts~~significant ~~from~~customer ~~such~~concentration ~~measures~~during ~~and~~the ~~potential~~year ~~future~~ended ~~measures~~January 31, 2023. ~~Shelter-in-place~~For ~~orders~~the ~~and~~year ~~other~~ended ~~measures~~January 31, ~~including~~2022, ~~work-from-home and~~one ~~social~~customer ~~distancing~~accounted ~~policies~~for ~~implemented~~100% toof ~~protect~~revenue, ~~employees~~totaling $5,613,200.

The ~~pandemic has caused the~~ Company tohad ~~modify its~~one ~~business~~vendor ~~practices,~~that ~~including~~accounted ~~with~~for ~~respect~~more tothan ~~employee~~10% ~~travel; employee work locations; cancellation~~ of ~~physical~~the ~~participation~~Company’s ~~in meetings,~~total ~~events,~~purchases ~~and~~for ~~conferences;~~the ~~and~~year ~~social~~ended ~~distancing~~January ~~measures.~~31, 2023. The ~~Company~~one ~~may~~vendor ~~take~~supplied ~~further~~100% ~~actions~~of asthe ~~required~~Company’s bytotal ~~government~~purchases ~~authorities or~~for ~~others, or that we determine are in~~ the ~~best~~years ~~interests~~ended ofJanuary ~~our employees~~31, ~~customers,~~2023 ~~suppliers, vendors,~~ and ~~partners~~2022. If ~~Work-from-home and~~the ~~other~~Company ~~measures~~lost ~~introduce~~this ~~additional operational risks~~vendor, ~~including~~this ~~cybersecurity~~could ~~risks, and~~ have ~~affected~~a ~~the~~negative ~~way~~impact weupon ~~conduct~~the ~~our~~financial ~~product development,~~well-being ~~validation,~~of ~~and~~the ~~qualification,~~Company. The ~~customer~~Company ~~support,~~had ~~and~~one ~~other~~vendor ~~activities,~~that ~~which~~accounted ~~could~~for ~~have~~more anthan ~~adverse~~10% ~~effect~~of onthe ~~our~~Company’s ~~operations. There~~total ispurchases nofor ~~certainty~~the ~~that~~year ~~such~~ended ~~measures~~January ~~will~~31, be2022. ~~sufficient~~The toone ~~mitigate~~vendor ~~the~~represented ~~risks posed by the virus~~$3,545,200 and ~~illness~~100% ~~and workforce disruptions could lead to unavailability~~ of ~~key~~the ~~personnel~~Company’s ~~and~~total ~~harm~~purchases ~~our~~for ~~ability~~the toyear ~~perform~~ended ~~critical~~January ~~functions~~31, 2022.

Note 413 – ~~ADVANCES~~SUBSEQUENT ~~FROM RELATED PARTY~~EVENTS

~~For~~The ~~the~~Company ~~year~~has ~~ended~~evaluated ~~January~~subsequent ~~31,~~events ~~2021,~~in ~~one of~~accordance ~~the~~with ~~Company's~~Accounting ~~major~~Standards ~~shareholders,~~Codification a(“ASC”) ~~related~~Topic ~~party~~855, ~~advanced~~Subsequent toEvents. ~~the~~Management ~~Company~~reviewed ~~advances~~all ~~that~~events ~~amounted~~and totransactions ~~$93,034.~~that ~~Advances~~occurred ~~are~~after ~~unsecured, non-interest~~the ~~bearing~~balance ~~and~~sheet ~~due~~date onof ~~demand.~~January ~~The~~31, ~~shareholder~~2023, ~~advances~~through ~~amounted~~the todate ~~$94,358~~the asfinancial ofstatements ~~January~~were ~~31, 2022~~issued.

~~Note~~During 5the –subsequent ~~COMMON~~event ~~STOCK~~evaluation period, the Company received additional financial support from a major shareholder and the Company’s Chief Executive Officer, Cheng-Hsiang Kao, in the form of unsecured, short-term advances to support working capital needs. The advances are non-interest bearing payable on demand. The total amount advanced was $420,535, provided on various dates.

~~The~~In ~~number~~addition, ~~of authorized shares of common stock under~~ the ~~Certificate~~Company ofcollected ~~Incorporation~~approximately ~~was 75~~$380,000~~,000,~~ ~~$0.001~~in ~~par~~accounts ~~value,~~receivable ~~when~~related ~~the~~to ~~Company~~fiscal ~~was~~year ~~incorporated~~2023 ontransactions ~~September~~between 6,March ~~2016. The~~to ~~number~~October of2023. ~~authorized~~These ~~shares~~receivables ofhad ~~common~~been ~~stock~~previously reserved under the ~~Certificate~~allowance offor ~~Incorporation~~credit ~~was~~losses. ~~amended~~As ~~to 225~~such,~~000,000~~ ~~shares~~the oncollections ~~November~~resulted ~~29, 2018.~~in ~~The~~partial ~~number~~reversal of ~~authorized shares of common stock under~~ the ~~Certificate~~previously ofrecorded ~~Incorporation~~bad ~~was~~debt ~~amended~~expense toduring ~~500,000,000~~the ~~shares,~~subsequent ~~$0.0001 par~~reporting ~~value, on May 22, 2020~~period.

OnThe ~~May 12, 2020, the~~ Company ~~amended~~also ~~its articles~~incurred ofapproximately ~~incorporation~~$166,400 ~~to affect the following: (a) the number~~ of ~~authorized~~operating ~~shares~~expense ofrelated ~~common stock under the Certificate of Incorporation was amended~~ to ~~500,000,000~~its ~~shares,~~Taiwan’s ~~having~~office aduring ~~$0.0001 par value; (b) a stock split on a 1:5 basis, such that each share of~~ the ~~issued~~fiscal ~~and outstanding~~year ~~Common~~ended ~~stock~~January ~~of the Corporation be forward split into five (5) shares of Common stock of the Corporation~~31, ~~effective on June 8, 2020 (the “Record Date”)~~2024.

OnIn ~~July~~August 142024, ~~2020,~~ the ~~Company~~lease ~~filed~~agreement anfor ~~8-K Form regarding~~ the ~~Board~~Company’s ofoffice ~~Directors~~facility ~~approvals~~in ~~of the following~~Irvine, asCalifornia ~~amended~~expired. ~~via~~The ~~Form~~Company ~~8-K~~elected ~~filed~~not ~~on August 4, 2020: (1) the issuance of up~~ to ~~16,468,400~~renew ~~shares of common stock to certain non-U.S. accredited investors, at a purchase price of $0.005 per share, and (2)~~ the ~~issuance~~ ~~of up to 131,891,600 shares of common stock, at par value, to non-U~~lease.~~S. consultants, directors, and employees.~~

OnAs ~~September~~of 9,the ~~2020~~date of issuance of these financial statements, the legal proceedings involving the Company’s ~~issued 6,800,000~~former ~~shares~~Chief Executive Officer and Chairman of ~~common~~the ~~stock~~Board ~~related~~remain tounresolved. ~~its~~While ~~stock-based~~the ~~compensation~~Company ~~plan~~continues to ~~various~~be ~~marketing~~uninvolved ~~advisors,~~as ~~technical~~a ~~advisors~~party, ~~sales distributors,~~the ~~brokers~~potential for reputational harm, ~~and~~or ~~sales~~operational ~~representatives~~impacts ofcannot be fully assessed at this time. Management continues to monitor the ~~Company~~outcome and evaluate any financial or operational implications in future reporting periods.

~~On October 4, 2020, the Company issued 131,891,600 shares of common stock related to its stock~~F-~~based~~18 ~~compensation~~Table ~~plan to certain non-U.S. consultants, directors, and employees~~ of ~~the Company.~~Contents

OnItem ~~October~~9. 4,Changes ~~2020,~~in ~~the~~and ~~Company~~Disagreements ~~issued~~with ~~16,468,400 shares~~Accountants ofon ~~common~~Accounting ~~stock~~and toFinancial ~~investors for cash proceeds of $82,342 at a price of $0.005 per share.~~Disclosure

~~On November 24, 2020, the Company issued 6,233,520 shares of common stock related to its stock-based compensation plan to certain non-U~~None.~~S. founders of the Company.~~

OnItem ~~May~~9A. ~~12,~~Controls ~~2021,~~and ~~the Company issued 1,000,000 shares of common stock to investors for cash proceeds of $50,000 at a price of $0~~Procedures.~~005 per share.~~

OnDisclosure ~~May~~Controls ~~12, 2021, the Company issued 7,135,015 shares of common stock related to its stock-based compensation plan to certain non-U.S. consultants, directors,~~ and ~~employees of the Company.~~Procedures

~~There~~Our ~~were~~management, ~~206~~with the participation of our Chief Executive Officer (CEO),~~520,030~~ is responsible for establishing and ~~209~~maintaining disclosure controls and procedures,~~670,030~~ ~~shares of~~as ~~common~~defined ~~stock~~in ~~issued~~Rules 13a-15(e) and ~~outstanding~~15d-15(e) asunder the Securities Exchange Act of ~~January~~1934 31(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, ~~2022~~processed, summarized, and ~~2021~~reported within the time periods specified in the SEC’s rules and forms, ~~respectively~~and that such information is accumulated and communicated to management, including the CEO, to allow timely decisions regarding required disclosure.

~~F-12~~As of the end of the fiscal year ended January 31, 2023, management conducted an evaluation, under the supervision and with the participation of our CEO, of the effectiveness of our disclosure controls and procedures. Based on this evaluation, our CEO concluded that our disclosure controls and procedures were not effective as of January 31, 2023, due to a material weakness in our internal control over financial reporting, as described below.

~~Note~~Management’s 6Report –on ~~STOCK-BASED~~Internal ~~COMPENSATION~~Control Over Financial Reporting

~~The~~Management ~~Company’s~~is ~~stock-based~~responsible ~~compensation programs~~for ~~are~~establishing ~~long-term~~and ~~retention~~maintaining ~~programs~~adequate ~~that~~internal ~~are~~control ~~intended~~over tofinancial ~~attract~~reporting, ~~retain~~as defined in Rules 13a-15(f) and ~~provide~~15d-15(f) ~~incentives~~under ~~for~~the ~~employees,~~Exchange ~~officers~~Act. ~~and~~Our ~~directors, and~~internal control over financial reporting is designed to ~~align~~provide ~~stockholder~~reasonable assurance regarding the reliability of financial reporting and ~~employee~~the ~~interests~~preparation of financial statements in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”).

~~Under~~Because ~~the~~of ~~stock-based~~inherent ~~compensation plan~~limitations, ~~the~~ ~~Company~~internal ~~grants~~control ~~Incentive~~over ~~Stock~~financial ~~Options~~reporting ~~(“ISO”),~~may ~~Nonstatutory~~not ~~Stock~~prevent ~~Options~~or ~~(“NSO”),~~detect ~~Restricted Stock (“RS”) and Restricted Stock Units (“RSU)~~misstatements. ~~ISO~~Also, ~~and~~evaluations ~~NSO~~of ~~are~~effectiveness ~~granted~~to ~~under~~future ~~service~~periods ~~conditions. RS and RSU~~ are ~~granted~~subject ~~under~~to ~~vesting criteria set by~~ the ~~Administrator~~risk ~~and~~that ~~could~~controls bemay ~~based~~become ~~upon~~inadequate ~~the~~due ~~achievement of Company-wide, business unit, or individual goals (including, but not limited~~ to, ~~continued~~changes ~~employment~~in orconditions ~~service),~~ or ~~any~~deterioration ~~other basis determined by the Administrator~~ in ~~its~~compliance ~~discretion.~~with ~~Stock~~policies ~~options granted to employees generally vest over a four-year period, although certain grants may vest over a longer~~ or ~~shorter period~~procedures. ~~Stock options granted to non-employees generally vest over a one-year period.~~

~~Valuation~~Management assessed the effectiveness of ~~Stock-~~our internal control over financial reporting as of January 31, 2023, using the criteria set forth in the Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based ~~Compensation~~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:

~~Stock-based~~· ~~compensation~~Material ~~cost~~Weakness isIdentified: ~~measured at~~We ~~the~~did ~~grant~~not ~~date~~maintain ~~based~~an onadequate ~~the~~segregation ~~fair value~~ of ~~the~~duties ~~award.~~or ~~The~~employ ~~fair~~sufficient ~~value~~accounting ofpersonnel ~~the~~with ~~awards~~appropriate ~~are~~experience ~~fixed~~in atU.S. ~~grant~~GAAP ~~date~~ and ~~amortized~~SEC ~~over~~reporting ~~the longer of the remaining performance or service period~~requirements. ~~The~~This ~~fair~~deficiency ~~value~~increased ~~of stock-based grant awards is estimated using~~ the ~~fair~~risk ~~value~~ of ~~the~~material ~~Company’s most~~misstatements ~~recent~~in ~~historical~~the ~~transaction~~financial ~~with~~reporting ~~third parties~~process.

ARemediation ~~summary of restricted share activity under the 2020 Stock~~ Plan ~~for the year ended January 31, 2022 are as follows:~~

	Number of Shares		Weighted Average Exercise Price	Weighted Average Remaining Contractual Life (Years)
January 31, 2021	58,081,440	$	-	1
Granted	7,135,015		-
Exercised	-		-
Forfeited	(11,285,015)		-
January 31, 2022	53,931,440	$	-	1

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.

AChanges ~~summary~~in ofInternal ~~the~~Control ~~status~~Over ofFinancial ~~the Company’s nonvested shares for the year ended as of January 31, 2022, and changes during the year ended January 31, 2022 are as follows:~~Reporting

	Number of Shares		Weighted Average Grant Date Fair Value
Nonvested at January 31, 2021	58,081,440	$	0.005
Granted	7,135,015		0.005
Vested	-		-
Forfeited	(11,285,015)		0.005
Nonvested at January 31, 2022	53,931,440	$	0.005
Expected to vest	53,931,440	$	0.005

There were no changes in our internal control over financial reporting during the fiscal year ended January 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~F-13~~Item 9B. Other Information.

~~Stock-based compensation: Common stock activity for the year ended January 31, 2022 are as follows:~~None.

	Number of Stock-Based Compensation: Common Stock		Weighted Average Exercise Price		Weighted Average Grant Date Fair Value	Weighted Average Remaining Contractual Life (Years)
January 31, 2021	-	$	-	$
Granted	144,925,120		-		0.005	1
Exercised	-		-
Canceled	-		-
January 31, 2022	144,925,120	$	-	$	0.005	1
Expected to vest	144,925,120	$		$	0.005	1

Item 9C. Disclosures Regarding Foreign Jurisdictions that Prevent Inspections.

~~Compensation~~The ~~Costs~~Public Company Accounting Oversight Board (“PCAOB”) is currently able to inspect or investigate completely the Company’s independent registered public accounting firm, as the firm is located in a jurisdiction that permits such inspections.

The Company ~~recognizes~~is ~~the~~not ~~estimated~~currently ~~compensation cost~~identified ofby ~~all~~the ~~stock-based~~Securities ~~awards~~and ~~generally~~Exchange onCommission as a ~~straight~~“Commission-~~line~~Identified ~~basis~~Issuer” ~~over~~under the ~~requisite~~Holding ~~service~~Foreign ~~period~~Companies ofAccountable ~~the entire award, which is generally the vesting period~~Act. ~~The estimated compensation cost is based on the fair value of the common stock on the date of grant. The Company accounts for forfeitures as they occur.~~

AsThe ofCompany ~~January~~does ~~31,~~not ~~2022,~~have ~~there~~any ~~was~~operations ~~$138,702 of~~or ~~unrecognized~~subsidiaries ~~compensation~~organized ~~cost~~in, ~~related~~or towith ~~non-vested~~a ~~stock-based~~principal ~~awards~~office ~~which~~in, ~~will be recognized over~~ a ~~weighted~~foreign ~~average~~jurisdiction ~~period~~that ~~of one~~prevents ~~year.~~the ~~Total~~PCAOB ~~unrecognized~~from ~~compensation~~conducting ~~cost~~inspections ~~will~~or beinvestigations ~~adjusted~~of ~~for~~registered ~~future~~public ~~changes~~accounting ~~based on actual forfeitures~~firms.

~~Share-based~~19 ~~compensation~~Table ~~recognized~~of ~~for the year ended January 31, 2022 amounted to $167,170. Share-based compensation recognized for the year ended January 31, 2021 amounted to $0 as no stock-based compensation was issued.~~Contents

~~Note~~PART ~~7 – SELLING, GENERAL AND ADMINISTRATIVE EXPENSES~~III

~~For~~Item ~~the~~10. ~~years ended January 31~~Directors, ~~2022~~Executive ~~and 2021~~Officers, ~~the Company incurred $586,894~~ and ~~$537,582~~Corporate ~~in selling, general and administrative expenses, respectively~~Governance. ~~See financial statements – supplementary information schedule I for details.~~

~~Note~~The 8board –of ~~COMMITMENTS~~directors ~~AND~~elects ~~CONTINGENCIES~~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, 2023, we had only 2director(s). The name, address, age and position of our officers and sole director is as follows:

Operating Lease Commitment

Name and Address of Executive Officer and/or Director	Age	Position	Served Since

Pao-Chi Chu 10F, No. 93, Section 1 Xintaiwu Rd, , XiZhi Dist. New Taipei City, 221, TWN	69	President, Chairman	January 21, 2020

Cheng-Hsiang Kao 10F, No. 93, Section 1 Xintaiwu Rd, , XiZhi Dist. New Taipei City, 221, TWN	69	Chief Executive Officer, Secretary, Director	January 21, 2020

Jer-Li Lin 10F, No. 93, Section 1 Xintaiwu Rd, , XiZhi Dist. New Taipei City, 221, TWN	58	Chief Technical Officer	January 21, 2020

Yen Xun Chen 10F, No. 93, Section 1 Xintaiwu Rd, , XiZhi Dist. New Taipei City, 221, TWN	38	Technical Vice President	January 21, 2020

InMr. ~~July~~Pao-Chi ~~2021,~~Chu ~~the~~served ~~Company~~as ~~entered~~Chairman ~~into~~of ~~a non-cancelable~~the ~~operating~~Board ~~lease~~from ~~for~~July an2020 ~~office~~until ~~facility~~his inresignation ~~Irvine~~on August 7, ~~California~~2025. ~~The~~From ~~lease~~2006 ~~agreement~~until ~~requires~~the 36present, ~~monthly~~Mr. ~~lease~~Chu ~~payments~~has ~~that range~~also ~~from~~served ~~$14,796~~as tothe ~~$16,013~~Chairman ~~per~~of ~~month~~Mucho Biotech Co., ~~The~~Ltd., ~~lease~~Chairman ~~commences~~of inMucho ~~August~~Furich ~~2021~~Co., Ltd. and ~~expires~~Chairman inof ~~July~~Mucho ~~2024~~Biomedical Co., ~~The~~Ltd.. ~~lease~~He ~~has~~is a ~~remaining~~graduate ~~lease term~~ of ~~less~~Fu ~~than~~Jen ~~three~~Catholic ~~years~~University, ~~with~~Taipei, ~~no options to extend~~Taiwan.

~~The~~Mr. ~~components~~Cheng-Hsiang Kao served as Chief Executive Officer and a director of ~~lease~~the ~~expense~~Company ~~are~~from asJuly ~~follows:~~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.

~~For~~20 ~~the~~Table ~~year~~of ~~ended January 31, 2022, operating lease costs amounted to $92,393.~~Contents

~~Other~~Mr. ~~information~~Jer-Li ~~related~~Lin toserved ~~leases~~as ~~are~~ our Technical Vice President from January 21, 2020 until his resignation on August 7, 2025. From 2017 until 2020, Mr. Lin served as ~~follows:~~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.

~~Supplemental~~Mr. ~~Cash~~Yen ~~Flows~~Xun ~~Information: for~~Chen ~~the~~served ~~year~~as ~~ended~~our Chief Technical Officer from January 3121, ~~2022~~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.

~~Cash~~Corporate ~~paid for amounts included in the measurement of lease liabilities:~~Governance

·During ~~Operating~~fiscal ~~cash~~2023, ~~flows~~the ~~from~~Board ~~operating~~of ~~leases:~~Directors ~~$88~~consisted of two members,~~776~~ Messrs. Kao and Chu. We did not maintain standing audit, compensation, or nominating committees during the period. The Board performed the functions of such committees.

~~Right-of-use~~We ~~assets~~were ~~obtained~~ in ~~exchange for~~the ~~lease~~development ~~obligations:~~stage during 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.

·Principal ~~Operating~~Executive ~~leases:~~Offices ~~$551,650~~

~~Weighted~~During ~~Average~~fiscal ~~Remaining~~2023 ~~Lease~~and ~~Term~~2024, ~~for operating~~we ~~leases:~~maintained 2a branch office were located at 1F.5, ~~years~~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 710, Riverside, CA 92507. The Riverside location serves as our current executive office as of the date of this report.

~~Weighted~~Subsequent ~~Average~~Changes ~~Discount~~in ~~Rate for operating leases: 0.330%~~Management

FEffective August 7, 2025, Ms. Ssu-14Chuan 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 15, 2024. Ms. Ssu-Chuan Lai currently serves as our sole executive officer and director as of the date of this filing.

~~Note~~Ssu-Chuan 8Lai, –Ph.D. ~~COMMITMENTS~~has ~~AND~~served ~~CONTINGENCIES (Continued)~~as our sole director, chief executive officer, president, chief financial officer, and treasurer since August 7, 2025.

~~Operating~~Dr. ~~Lease~~Lai ~~Commitment~~holds ~~(Continued)~~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.

~~Future~~Since ~~minimum~~2023, ~~lease~~Dr. ~~payments~~Lai ~~under~~has ~~non-cancelable leases~~served as Vice General Manager of ~~January~~the 31Cell Manufacturing Division at Biospring Medical Co., ~~2022~~Ltd., ~~are~~where asshe ~~follows:~~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.

Fiscal Year		Operating Leases
2023	$	181,103
2024		188,402
2025		96,075
2026		-
Thereafter		-
Total future minimum lease payments		465,580
Less imputed interest		(2,008)
Total	$	463,572

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.

		January 31, 2022
Operating lease liabilities	$	181,103
Operating lease liabilities, net of current	$	284,477

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.

~~Note~~21 9Table –of ~~INCOME TAXES~~Contents

~~There~~Delinquent ~~are~~Section ~~inherent uncertainties related to the interpretation of tax regulations in the jurisdictions in which the Company transacts business. The judgments and estimates made at~~ 16(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.Reports

~~The~~Our ~~FASB~~common ~~guidance~~stock ~~contained~~is innot ~~ASC~~registered ~~Topic 740,~~pursuant ~~Income~~to ~~Taxes,~~Section ~~addresses~~12 of the ~~accounting~~Exchange ~~for~~Act ~~uncertainty~~of in1934, ~~income~~as ~~taxes~~amended ~~recognized~~(the in“Exchange anAct”). ~~enterprise’s~~Accordingly, ~~financial~~our ~~statements and~~officers, ~~prescribes~~director aand ~~threshold~~principal ofstockholders ~~“more~~are ~~likely than~~ not” ~~for~~subject ~~recognition~~to ~~and~~the ~~derecognition~~beneficial ofownership ~~tax~~reporting ~~positions~~requirements ~~taken~~of orSection ~~expected to~~16(a) beof ~~taken~~the inExchange ~~a tax return~~Act.

~~The~~Code ~~Company adopted this guidance and is now required to recognize the effect~~ of ~~income~~Business tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being recognized. Additionally, previously recognized tax positions that no longer meet the more-likely-than-not threshold should be derecognized in the first financial reporting period in which that threshold is no longer met. Changes in recognition or measurement will be reflected in the period in which the change in judgment occurs.Conduct

~~The~~We ~~Company’s~~have ~~income~~not ~~tax~~adopted ~~filings~~a ~~are subject~~Code toof ~~audit~~Business byConduct ~~various~~within ~~taxing authorities. The Company’s open audit periods are three years for federal and four years for California. In evaluating~~ the ~~Company’s~~meaning ~~tax~~of ~~provisions~~Item ~~and~~406(b) ~~accruals, future taxable income, and the reversal~~ of ~~temporary~~Regulation ~~differences, interpretations, and tax planning strategies are considered~~S-K. ~~The~~We ~~Company~~intend ~~had no material adjustments~~ to ~~its~~adopt ~~liabilities~~one ~~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~~2025.

~~The~~Board ~~components of provision for income taxes are:~~Committees

		January 31, 2022		January 31, 2021
Income taxes (payable)/receivable currently:
Federal	$	(210,923)	$	-
State		-		-
Total income taxes payable currently		(210,923)		-
Deferred income tax
Federal
Deferred tax benefit (liability) – end of period/year		(6,181)		93,929
Valuation allowance		-		(93,929)
Total deferred tax benefit (liability) – end of period/year		(6,181)		-
Deferred tax benefit (liability) – beginning of period/year		93,929		4,598
Valuation allowance		(93,929)		(4,598)
Total deferred tax benefit (liability) – beginning of period/year		-		-
Total federal deferred tax benefit (liability)		(6,181)		-
State
Deferred tax benefit (liability) – end of period/year	$	-	$	-
Deferred tax benefit (liability) – beginning of period/year		-		-
Total state deferred tax benefit (liability)		-		-
Total deferred tax income (expense)		(6,181)		-
Provision for income tax benefit (expense)	$	(217,104)	$	-
Deferred tax asset (liability) - long-term	$	(6,181)	$	-

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.

~~F-15~~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.

~~Note~~Item 1011. –Executive ~~CONCENTRATION OF CREDIT RISK~~Compensation.

The ~~Company~~table ~~had~~below ~~one~~summarizes ~~customer~~the ~~that~~total ~~accounted for~~compensation ~~more~~earned ~~than~~by ~~10%~~each of ~~the~~our ~~Company’s~~named ~~total~~executive ~~sales~~Officers (“NEOs”) for the ~~year~~years ended January 31, ~~2022.~~2023 ~~The customer represented $5,613,200~~ and ~~100% in aggregate of total sales for the year ended January 31,~~ 2022. ~~The Company’s had no significant customer sales concentration for the year ended January 31, 2021.~~

~~The~~SUMMARY ~~Company~~COMPENSATION had one vendor that accounted for more than 10% of the Company’s total purchases for the year ended January 31, 2022. The one vendor represented $3,545,200 and 100% of the Company’s total purchases for the year ended January 31, 2022. If the Company lost one this vendor, this could have a negative impact upon the financial well-being of the Company. The Company had no significant vendor concentration for the year ended January 31, 2021.TABLE

Note 11 – SUBSEQUENT EVENTS

Name and principal position	Year	Salary ($)		Bonus ($)		Stock awards ($)		Option awards ($)		Nonequity incentive plan compensation ($)		Nonqualified deferred compensation earnings ($)		All other compensation		Total ($)
(a)	(b)	(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)
Pao-Chi Chu⁽¹⁾	2023		-		-		-		-		-		-		-		-
	2022		-		-		-		-		-		-		-		-

Cheng-Hsiang Kao⁽²⁾	2023		-		-		-		-		-		-		-		-
	2022		-		-		-		-		-		-		-		-

Jer-Li Lin⁽³⁾	2023		-		-		-		-		-		-		-		-
	2022		-		-		-		-		-		-		-		-

Yen Xun Chen⁽⁴⁾	2023		-		-		-		-		-		-		-		-
	2022		-		-		-		-		-		-		-		-

In accordance with ASC 855-10, the Company has evaluated subsequent events for potential recognition and/or disclosure through March 31, 2022, the date these financial statements were issued and has determined that there were no material subsequent events to disclose in these financial statements.

	(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.

~~F-16~~22 Table of Contents

VITASPRING BIOMEDICAL CO., LTD

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

Cheng-Hsiang Kao

~~SUPPLEMENTARY~~(1) ~~INFORMATION~~None of our directors received any compensation for the fiscal year ended January 31, 2023 or 2022.

~~SCHEDULE~~There Iare -no ~~SELLING~~annuity, ~~GENERAL~~pension ~~AND~~or ~~ADMINISTRATIVE EXPENSES~~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.

~~FOR~~Item ~~THE~~12. ~~PERIOD~~Security ~~ENDED~~Ownership ~~JANUARY~~of ~~31,~~Certain ~~2022 AND~~Beneficial ~~2021~~Owners and Management and Related Stockholder Matter.

		2022		2021
Auto and truck expense	$	1,811	$	-
Bank charges		2,360		670
Depreciation expense		8,361		-
Insurance		3,781		-
Meals and entertainment		1,654		-
Office expense		28,935		7,936
Outside service		14,116		-
Payroll		30,804		-
Professional fees		216,722		93,958
Repairs and maintenance		5,840		-
Rent		92,393		-
Stock-based compensation		167,173		434,218
Tax and license		1,405		800
Travel		11,539		-
Total selling, general and administrative expenses	$	586,894	$	537,582

Security ownership of certain beneficial owners

FThe following table sets forth the beneficial ownership (and the percentages of outstanding shares represented by such beneficial ownership) as of October 31, 2025, of (i) each of our current directors, (ii) the current NEOs named in the “Summary Compensation Table” contained in this Form 10-17K, (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	Hsiang-Cheng 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		300,000		0.15
Common Stock	Li-Li Chu		39,999,980		19.32
Common Stock	Lin-Lin Chu		17,000,000		8.21

	All 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 71-802, 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)	Hsiang-Cheng 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

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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.

Advances from Related Party

During the year ended January 31, 2022, the Company received advances totaling $94,358 from Cheng-Hsiang Kao, the Company’s previous Chief Executive Officer who is also a major shareholder. These advances are unsecured, non-interest bearing, and payable on demand. As of January 31, 2023 and 2022, the total amount of shareholder advances outstanding was $214,682 and $94,358, respectively.. During the years ended January 31, 2023 and 2022, the Company recorded advances from related party under operating activities of $120,323 and $1,324, respectively.

Due to Related Party

The Company sources its inventory exclusively from a vendor wholly owned by shareholders who collectively hold more than 20% of the Company’s outstanding common shares as of January 31, 2023. These shareholders are also family members of the Company’s Chairman. As of January 31, 2023 and 2022, amounts due to this related party totaled $2,411,000 and $1,251,500 respectively, are disclosed in Accounts Payable – related party on the balance sheets.

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 2023 and 2022.

Fee Category	Fiscal Year 2023		Fiscal Year 2022
Audit Fees	$	199,250	$	55,290
Audit-Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-
Total	$	199,250	$	55,290

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.

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Kho & Patel, CPAs performed work on our Form 10-Qs for the quarters ended April 30, 2022 through October 31, 2022 and were paid a total of $40,800.

TAAD LLP was engaged from January 24, 2023 to perform the audit for our fiscal year ended January 31, 2023, and review prior interim reports. We paid them $145,450 and they resigned on August 5, 2025. They did not issue any opinion or report.

On August 20, 2025, we engaged JP Centurion & Partners PLT for the audit of our fiscal year ended January 31, 2023 and their fee is $13,000 as set forth above.

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).

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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 period ended January 31, 2023 and January 31, 2022, together with the report of the Independent Registered Public Accounting Firm, are set forth on pages F-1 through F-8 of this Report.

31.1		Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)

31.2		Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)

32.1		Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002

32.2		Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002

101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

101.SCH		Inline XBRL Taxonomy Extension Schema Document.

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document.

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

Item 16. Form 10-K Summary.

None.

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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.

By:	/s/ Ssu-Chuan Lai
	Ssu-Chuan Lai
	President and Chief Executive Officer
	Date: December 1, 2025

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.

By:	/s/ Ssu-Chuan Lai
	Ssu-Chuan Lai
	President and Chief Executive Officer
	Date: December 1, 2025

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