Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October ~~July~~ 31, 2024

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 333-216645

333-216645

VITASPRING BIOMEDICAL CO., LTD.

(Exact name of registrant as specified in its charter)

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

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

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

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

Title of each class TradingSymbol(s) Name of each ~~exchange~~exchangeon on which registered None N/A N/A

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ☐ ~~Yes ☐ No~~

☐ Yes ☐ No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:

As of April 1723, 2026 the registrant had 207,030,030 shares of common stock issued and outstanding.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION	~~PART I – FINANCIAL INFORMATION~~	Page No.
Item 1	Financial Statements (Unaudited)	3
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3	Quantitative and Qualitative Disclosures about Market Risk	109
Item 4	Controls and Procedures	109
PART II – OTHER INFORMATION	~~PART II – OTHER INFORMATION~~
Item 1	Legal Proceedings	1312
Item 1A	Risk Factors	1312
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	1817
Item 3	Defaults Upon Senior Securities	1817
Item 4	Mine Safety Disclosures	1817
Item 5	Other Information	1817
Item 6	Exhibits	18

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

VITASPRING BIOMEDICAL CO., LTD.

INDEX TO FINANCIAL STATEMENTS

Balance Sheets (unaudited)		F-1

Statements of Operations (unaudited)		F-2

Statement of Changes in Stockholders’ Equity (Deficit) (unaudited)		F-3

Statements of Cash Flows (unaudited)		F-4

Notes to the Unaudited Financial Statements		F-5 - F-14

Table of Contents

VITASPRING BIOMEDICAL CO., LTD

BALANCE SHEETS

(Unaudited)

	July 31,			January 31,
	October 31			January 31,
	2024			2024
ASSETS
CURRENT ASSETS
Cash	$	52,~~525~~062		$	13
Prepaid expenses		39,725			-
Deposits		-			23,614
Total current assets		4541,~~250~~787			23,627
LONG-TERM ASSETS
Equipment and vehicle, net		1916,~~084~~595			24,063
Operating lease right-of-use asset		-			89,652
Total long-term assets		1916,~~084~~595			113,715
Total assets	$	6458,~~334~~382		$	137,342
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable - related party	$	2,411,000		$	2,411,000
Accounts payable and other payables		~~364~~445,~~433~~951			339,001
Income tax payable		~~218~~297,~~714~~079			218,714
Operating lease liabilities (See Note 6 – Lease expiration)		-			93,334
Operating lease liabilities		-			93,334
Advances from related party		~~773~~776,~~436~~415			425,482
Total current liabilities		3,~~767~~930,~~583~~445			3,487,531
Total liabilities		3,~~767~~930,~~583~~445			3,487,531
COMMITMENTS AND CONTINGENCIES		-			-
STOCKHOLDERS' DEFICIT
Common stock, $0.0001 par value, 500,000,000 shares authorized 207,030,030 shares issued.		20,703			20,703
Additional paid-in capital		1,~~218~~245,~~122~~600			1,135,689
Accumulated deficit		(45,~~942~~138,~~074~~366	)		(4,506,581	)
Total stockholders' deficit		(3,~~703~~872,~~249~~063	)		(3,350,189	)
Total liabilities and stockholders' deficit	$	6458,~~334~~382		$	137,342

See the accompanying Notes, which are an integral part of this unaudited financial statement.

F - 1 Table of Contents

VITASPRING BIOMEDICAL CO., LTD

STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months ended						~~Six~~Nine Months ended
	July 31,						July 31,
	October 31						October 31
	2024			2023			2024			2023
Revenues	$	-		$	-		$	-		$	-
Operating Expenses
Selling, general and administrative expenses		~~218~~196,~~662~~292			~~353~~234,~~583~~980			~~435~~631,~~493~~785			~~658~~893,~~184~~164
Loss from operations		(~~218~~196,~~662~~292	)		(~~353~~234,~~583~~980	)		(~~435~~631,~~493~~785	)		(~~658~~893,~~184~~164	)
Net loss from operations before provision for income taxes		(~~218~~196,~~662~~292	)		(~~353~~234,~~583~~980	)		(~~435~~631,~~493~~785	)		(~~658~~893,~~184~~164	)
Provision for income tax expense		-			-			-			-
Net loss	$	(~~218~~196,~~662~~292	)	$	(~~353~~234,~~583~~980	)	$	(~~435~~631,~~493~~785	)	$	(~~658~~893,~~184~~164	)
Net loss per share: Basic and diluted		(0.00	)		(0.00	)		(0.00	)		(0.00	)
Weighted average number of shares outstanding: Basic and diluted		207,030,030			207,030,030			207,030,030			207,030,030

See the accompanying Notes, which are an integral part of this unaudited financial statement.

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VITASPRING BIOMEDICAL CO., LTD

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(Unaudited)

For the three and ~~six~~nine months ended ~~July~~October 31, 2024

					Additional					Total
	Common Stock				Additionalpaid-in		Accumulated			TotalStockholders'
	Common Stock				paid-in		Accumulated			Stockholders'
	Number of shares		Amount		capital		Deficit			Deficit
Balance, January 31, 2024		207,030,030	$	20,703	$	1,135,689	$	(4,506,581	)	$	(3,350,189	)
Stock-based compensation		-		-		41,217		-			41,217
Net loss		-		-		-		(216,831	)		(216,831.00	)
Balance, April 30, 2024		207,030,030	$	20,703	$	1,176,906	$	(4,723,412	)	$	(3,525,803	)
Stock-based compensation		-		-		41,216		-			41,216
Net loss		-		-		-		(218,662	)		(218,662	)
Balance, July 31, 2024		207,030,030	$	20,703	$	1,218,122	$	(4,942,074	)	$	(3,703,249	)
Stock-based compensation		-		-		27,478					27,478
Net loss		-		-		-		(196,292	)		(196,292	)
Balance, October 31, 2024		207,030,030	$	20,703	$	1,245,600	$	(5,138,366	)	$	(3,872,063	)

For the three and ~~six~~nine months ended ~~July~~October 31, 2023

					Additional					Total
	Common Stock				Additionalpaid-in		Accumulated			TotalStockholders'
	Common Stock				paid-in		Accumulated			Stockholders'
	Number of shares		Amount		capital		Deficit			Deficit
Balance, January 31, 2023		207,030,030	$	20,703	$	970,824	$	(3,388,019	)	$	(2,396,492	)
Stock-based compensation		-		-		41,216		-			41,216
Net loss		-		-		-		(304,601	)		(304,601	)
Balance, April 30, 2023		207,030,030	$	20,703	$	1,012,040	$	(3,692,620	)	$	(2,659,877	)
Stock-based compensation		-		-		41,216		-			41,216
Net loss		-		-		-		(353,583	)		(353,583	)
Balance, July 31, 2023		207,030,030	$	20,703	$	1,053,256	$	(4,046,203	)	$	(2,972,244	)
Stock-based compensation		-		-		41,216		-			41,216
Net loss		-		-		-		(234,980	)		(234,980.00	)
Balance, October 31, 2023		207,030,030	$	20,703	$	1,094,472	$	(4,281,183	)	$	(3,166,008	)

See the accompanying Notes, which are an integral part of this unaudited financial statement.

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VITASPRING BIOMEDICAL CO., LTD

STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months ended
	Nine Months ended
	July 31,
	October 31
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(~~435~~631,~~493~~785	)	$	(~~658~~893,~~184~~164	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		47,~~979~~468			711,~~531~~297
Non-cash lease expense		89,652			80122,~~912~~918
Stock-based compensation		82109,~~433~~911			82123,~~432~~648
Changes in assets and liabilities:
Accounts receivable		-			~~250~~320,000
Prepaid expenses		(39,725	)		1422,~~818~~058
Deposits		23,614			(14,694	)
Accounts payable and other payables		25106,~~432~~950			~~151~~261,~~389~~444
Operating lease liability		(93,334	)		(80,846	)
Change in operating lease liability		(93,334	)		(124,694	)
Advances from related party for operating expense		335,998			138,890
Income tax payable		78,365			-
Net cash used in operating activities		(6,444	)		(27,752	)
Advances from related party for operating expense		335,999			138,890
Net cash used in operating activities		(12,885	)		(32,297	)
CASH FLOWS FROM FINANCING ACTIVITY
Advances from related party		1114,~~956~~934			5,277
Net cash provided by financing activity		1114,~~956~~934			5,277
Net change in cash		52,~~512~~049			(2227,~~475~~020	)
Cash at beginning of period		13			29,656
Cash at end of period	$	52,~~525~~062		$	72,~~181~~636
Supplemental cash flow disclosures:
Income taxes paid	$	-		$	~~800~~-
Interest expense paid	$	-		$	-
Non-cash investing and financing activities
Stock-based compensation for restricted common shares	$	82109,~~433~~911		$	82123,~~432~~648

See the accompanying Notes, which are an integral part of this unaudited financial statement.

F - 4 Table of Contents

VITASPRING BIOMEDICAL CO., LTD.

Notes to Unaudited Financial Statements

~~July~~October 31, 2024

Note 1 – ORGANIZATION AND NATURE OF BUSINESS

VitaSpring Biomedical Co., Ltd (“the Company”) was incorporated in the State of Nevada on September 6, 2016. The Company aims to build a cell medical industry, invest in research and development of stem cell applications in regenerative medicine, establish advanced medical research centers and high-standard cell production centers, and provide “GTP” standard stem cell preparations for the development of cellular drugs. Through the development of cell medicine, it will become a leading international business group in the fields of regenerative medicine applied to the innovative fields of medicine, preventive health care, beauty, and anti-aging. The “GTP Cell Center” is the basis for its business, which is cross-domain in biotechnology, medical treatment, medicine and medical materials, and focuses on the development of cell medical treatment.

Note 2 – GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern. As of ~~July~~October 31, 2024, the Company had cash of $52,~~525~~062, total current assets of $4541,~~250~~787, and total current liabilities of $3,~~767~~930,~~583~~445, resulting in a working capital deficit of $3,~~722~~888,~~333~~658. The Company incurred a net loss of $~~435~~631,~~493~~785 and negative cash flows from operating activities of $612,~~444~~885 for the ~~six~~nine months ended ~~July~~October 31, 2024. The Company also has an accumulated deficit of $45,~~942~~138,~~074~~366 as of ~~July~~October 31, 2024.

The Company’s minimal cash balance, recurring operating losses, and significant working capital raise substantial doubt about its ability to continue as a going concern within one year after the financial statements are issued. The Company has historically financed its operations through advances from related parties and equity issuances. Management plans to continue seeking additional capital through equity financing, strategic partnerships, and related-party support in order to fund operating expenses and meet its obligations as they become due. However, there can be no assurance that such financing will be available on acceptable terms, or at all. Based on current cash resources of $2,062 as of October 31, 2024, management estimates that the Company’s existing cash is sufficient to fund operations for less than one month without additional financing. In addition, a substantial portion of the Company’s liabilities, including related-party payables and advances, are unsecured, non-interest-bearing, and payable on demand. The Company does not have formal repayment agreements in place, and if such obligations were called, the Company would not have sufficient liquidity to satisfy them.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments necessary for a fair presentation of financial position and the results of operations for the interim period presented, have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K filed with the SEC on March 12, 2026, have been omitted.

Segment Reporting

The Company operates in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 280, Segment Reporting, which establishes standards for reporting information about operating segments in financial statements.

F - 5

Table of Contents

The Company’s chief operating decision maker (“CODM”), who is the Chief Executive Officer, regularly reviews consolidated financial information to make operating decisions, allocate resources, and assess performance. The CODM does not evaluate the business on a disaggregated basis, and discrete financial information is not available by product line, service, or geographic location. The CODM evaluates performance based on net loss and cash position.

AsThe ~~a result, the~~ Company ~~has determined that it~~ operates as a single operating and reportable segment. ~~All~~While ~~revenues~~the ~~are~~Company has not generated ~~from~~revenue during the periods presented, its historical operations were conducted within a single line of business, and substantially all long-lived assets are located in the United States. Accordingly, no additional segment disclosures are required.

F-5 Table of Contents

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and reported amounts of revenues and expenses during the period. Significant estimates include, but are not limited to, stock-based compensation, lease liabilities, allowance for credit losses, and the assessment of the Company’s ability to continue as a going concern. Management bases its estimates on historical experience, current conditions, and various other assumptions that are believed to be reasonable under the circumstances. Actual results could materially differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Company had no cash equivalents as of ~~July~~October 31, 2024, and January 31, 2024.

Allowance for Credit Loss

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

The allowance for credit losses represents management’s estimate of expected credit losses related to accounts receivable. The Company evaluates the collectability of its accounts receivable based on historical experience, the aging of receivables, and specific customer credit risk, in accordance with the CECL model.

Accounts deemed uncollectible are written off against the allowance when collection efforts have been exhausted. 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 reserve was based on outstanding accounts receivable from customers who had ceased operations, filed for bankruptcy, or exhibited significant financial difficulties. As of ~~July~~October 31, 2024, and January 31, 2024, the allowance for credit losses was $33,632. The Company does not expect to collect these balances and has fully reserved the related receivables.

Accounts Receivable, Net

Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for credit loss accounts for estimated losses that may result from the inability of customers to make required payments.

The following table presents the gross accounts receivable, allowance for credit loss, and net accounts receivable as of ~~July~~October 31, 2024, and January 31, 2024.

	July 31,			January 31,
	October 31,			January 31,
	2024			2024
Accounts receivable - Gross	$	33,632		$	33,632
Less: Allowance for credit loss		(33,632	)		(33,632	)
Accounts receivable - net	$	-		$	-

~~F-6~~The ~~Table~~Company ofhas ~~Contents~~elected to maintain a full allowance against these balances rather than writing them off, as certain legal or recovery rights may still exist. However, no collection is expected.

F - 6

Table of Contents

Prepaid Expenses

Prepaid expenses are recorded at cost, net of amortization.

Impairment of Long-lived Assets

Long-lived assets with finite lives, primarily property and equipment, intangible assets, and operating lease right-of-use assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the estimated cash flows from the use of the asset and its eventual disposition are below the asset’s carrying value, then the asset is deemed to be impaired and written down to its fair value. No impairment charges were recorded during the three and ~~six~~nine months ended ~~July~~October 31, 2024, or 2023.

Equipment, Depreciation, Amortization, and Capitalization

Equipment and vehicles 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 3-5 years and vehicle is 5 years. Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals, and replacements that increase the vehicles and equipment’s useful life are capitalized. Vehicle and equipment sold or retired, together with the related accumulated depreciation, are removed from the appropriate accounts and the resultant gain or loss is included in net income (loss). During the year ended January 31, 2024, the Company recognized impairment of furniture and equipment and computers of $10,449. During the three months ended ~~July~~October 31, 2024 and 2023, the Company recognized depreciation of $2,~~490~~489 and $3,~~765~~766, respectively. During the ~~six~~nine months ended ~~July~~October 31, 2024 and 2023, the Company recognized depreciation of $47,~~979~~468 and $711,~~531~~297, respectively.

As of ~~July~~October 31, 2024, and January 31, 2024, a vehicle and equipment consisted of the following:

	July 31,			January 31,
	October 31,			January 31,
	2024			2024
Vehicle	$	49,785		$	49,785
Furniture and equipment		19,741			19,741
Computers		3,471			3,471
		72,997			72,997
Accumulated depreciation		(4345,~~464~~953	)		(38,485	)
Accumulated impairment		(10,449	)		(10,449	)
Total vehicle and equipment, net	$	1916,~~084~~595		$	24,063

Accounts Payable

The Company recognizes accounts payable when obligations arise from the receipt of goods and services in the ordinary course of business. Accounts payable are recorded at cost and represent amounts owed to vendors and service providers that are non-interest-bearing and typically settled within standard payment terms.

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

All accounts payable are classified as current liabilities. The Company did not incur any material interest or penalties on past due balances during the periods presented.

As of ~~July~~October 31, 2024, and January 31, 2024, the Company’s accounts payable – related party totaled $2,411,000.

F - 7 Table of Contents

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers”.” The ~~core~~Company ~~principle~~did ofnot ~~ASC~~generate ~~606~~any ~~is that an entity recognizes~~ revenue toduring ~~depict~~ the ~~transfer~~three 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~~nine ~~balances~~months ofended ~~receivables,~~October ~~contract assets~~31, ~~and~~2024 ~~contract liabilities; c. Performance obligations, including when the entity typically satisfies its performance obligations~~ and ~~the~~2023 ~~transaction~~has ~~price~~does ~~that~~not iscurrently ~~allocated~~have toactive ~~the~~revenue-generating ~~remaining performance obligations in a contract; d~~operations. ~~Significant judgments, and changes in judgments, made in applying the requirements to those contracts.~~

~~More~~Prior ~~specifically,~~to the ~~Company~~suspension ~~contracts with its suppliers (“Vendor”) to buy a specific number~~ of ~~stem~~commercial ~~cells~~operations, ~~and exosomes at agreed-upon prices. The Company must pay for those stem cells regardless of whether it is able to resell them. A customer (“Buyer”) generally visits~~ the Company’s ~~website~~business ~~searching~~model ~~for~~involved ~~available~~sourcing stem cells and ~~exosomes,~~exosome ~~obtains~~products afrom ~~price~~third-party ~~quotation,~~vendors and ~~places~~reselling ansuch ~~order~~products ~~with~~to ~~the~~customers. ~~Company,~~Under ~~which~~this ~~then~~historical ~~confirms~~model, the ~~purchase order, as a contract with that particular Buyer. The~~ Company ~~has~~evaluated ~~discretion~~revenue inrecognition ~~establishing~~under ~~the~~ASC ~~prices~~606 ~~for~~and ~~the~~determined ~~stem~~that ~~cells~~ it ~~sells~~acted toas ~~the~~principal ~~Buyer~~in such arrangements.

~~The~~Historically, the Company obtains control of the stem cell (which it could resell) when stored at a separate/specified liquid nitrogen tank at the Vendor and transfers that product to the Buyer. The common delivery term is Ex Works Warehouse. The Company assists the Buyer in resolving product issues including complaints with the products provided by the Vendor. The Vendor is responsible for fulfilling the obligations associated with the 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 exosomes provided by the Vendor for the Buyer of that stem cell. The following are indications of control by the Company:

	·	The Vendor is responsible for manufacturing the products, while the Company retains primary responsibility for fulfilling the obligation to deliver the products from the Vendor’s separate storage facility to the Buyer.

	·	The Company has inventory risk as a result of purchasing the stem cells from the Vendor and will be subject to the risks and rewards of ownership, including loss if it is unable to sell the stem cells.

	·	The Company has the discretion in establishing the selling price of the stem cells for its contract with the Buyers.

	·	In Summary, the Company is primarily responsible for fulfillment, inventory risk, and pricing discretion. The Company recognizes revenue equal to the price to be paid by the Buyer for the stem cells upon transfer of control of the stem cells to the Buyer. The Company recognizes the cost of the stem cells at the purchase price to be paid to the Vendor, as cost of sales, upon purchase from the Vendor.

Cost of Goods Sold

~~Cost~~The Company did not incur any cost of goods sold ~~includes~~during ~~all~~the ~~direct~~three ~~costs~~and ~~related~~nine tomonths ~~the~~ended ~~production~~October or31, ~~purchase~~2024 ofand ~~the~~2023, ~~Company’s~~as ~~products.~~it ~~These~~did ~~costs~~not ~~primarily~~have ~~consist~~active ofrevenue-generating ~~raw~~operations. ~~materials~~Historically, ~~direct~~cost ~~labor,~~of ~~and~~goods ~~manufacturing~~sold ~~overhead,~~consisted ~~including~~of ~~depreciation~~product ofacquisition ~~production~~costs ~~equipment,~~and ~~inbound~~related ~~freight,~~expenses ~~packaging,~~associated with the purchase and ~~other~~delivery ~~production-related~~of ~~expenses~~stem cells and exosome products.

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Income Taxes

There are inherent uncertainties related to the interpretation of tax regulations in the jurisdictions in which the Company transacts business. The judgments and estimates made at a point in time may change based on the outcome of tax audits, as well as changes to, or further interpretations of, regulations. The Company adjusts its income tax expense in the period in which these events occur. If such changes take place, there is a risk that the tax rate may increase or decrease in any period.

The FASB guidance contained in ASC Topic 740, Income Taxes, addresses the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a threshold of “more likely than not” for recognition and derecognition of tax positions taken or expected to be taken in a tax return.

The Company adopted this guidance and is now required to recognize the effect of income tax positions only if those positions are more likely than not to be sustained. Recognized income tax positions are measured at the largest amount that is greater than 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.

The Company’s income tax filings are subject to audit by various taxing authorities. The Company’s open audit periods are three years for federal and four years for California. In evaluating the Company’s tax provisions and accruals, future taxable income, and the reversal of temporary differences, interpretations, and tax planning strategies are considered. The Company had no material adjustments to its liabilities for unrecognized income taxes under the guidelines of the ASC Topic 740 for uncertainty in income taxes and believes their estimates are appropriate based on current facts and circumstances.

The income tax payable balance of $297,079 as of October 31, 2024 primarily relates to historical tax liabilities incurred in prior periods. No current period income tax expense has been recorded due to the Company’s net operating loss position and full valuation allowance. The Company is evaluating potential settlement or payment arrangements with applicable taxing authorities. Penalties and interest may continue to accrue until such liabilities are resolved.

Fair Value of Financial Instruments

ASC topic 820 “Fair Value Measurements and Disclosures” establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

These tiers include:

Level 1:	defined as observable inputs such as quoted prices in active markets;
Level 2:	defined as inputs other than quoted prices in active markets that are either directly or indirectly observable;
Level 3:	defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The carrying value of cash and the Company’s loan from shareholders approximates its fair value due to their short-term maturity.

Basic (Loss) Income Per Share

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

F - 9 Table of Contents

Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares when their inclusion would be anti-dilutive. For the three and ~~six~~nine months ended ~~July~~October 31, 2024, and 2023, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive.

	2024		2023
	Shares		Shares
Unvested restricted common stock		~~32,972,900~~-		65,945,800

Stock-Based Compensation

The Company measures all stock-based awards granted to employees, directors and non-employees based on the fair value on the date of grant in accordance with ASC 718, Compensation – Stock Compensation. The compensation expense of those awards is recognized over the requisite service period, which is generally the vesting period of the respective award. Generally, the Company issues awards with either service-only vesting conditions and records the expense using the straight-line method or service and performance vesting conditions and records the expense when achievement of the performance condition becomes probable using the graded-vesting method. The Company accounts for forfeitures as they occur.

The fair value of stock-based grant awards is estimated using the fair value of the Company’s most recent historical transaction with third parties, is arm’s-length and requires management judgment. The Company classifies stock-based compensation expense in its statements of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified.

Foreign Currency Translation

The Company’s functional and reporting currency is the U.S. dollar. Transactions may occur in foreign currencies and management has adopted ASC 830, “Foreign Currency Translation Matters.” Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency-denominated transactions or balances are included in selling, general and administrative expenses in the statement of operations.

Leases

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

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

Lease arrangements with lease and non-lease components are generally accounted for separately. For certain equipment leases, such as vehicles, the Company will account for the lease and non-lease components as a single lease component. Additionally, for certain equipment leases, the Company will apply a portfolio approach to effectively account for the operating lease ROU assets and liabilities.

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Recently Issued Accounting Pronouncements

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurements of Credit Losses for Accounts Receivable and Contract Assets (ASU 2025-05). The amendments in this update provide a practical expedient for estimating expected credit losses on current accounts receivable and current contract assets arising from transactions accounted for under ASC 606. Under ASU 2025-05, an entity is required to disclose whether it has elected to use the practical expedient. An entity that makes the accounting policy election is required to disclose the date through which subsequent cash collections are evaluated. ASU 2025-05 is effective for the Company beginning in the fiscal year ending December 31, 2026. The Company is currently evaluating the impacts of the adoption of ASU 2025-05 on the Consolidated Financial Statements.

In May 2025, the FASB issued ASU 2025-04 Compensation - Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer (“ASU 2025-04”) which clarifies the guidance on the accounting for share-based payment awards that are granted by an entity as consideration payable to its customer, with the intent to reduce diversity in practice and improve existing guidance by revising the definition of a “performance condition” and eliminating a forfeiture policy election for service conditions associated with share-based consideration payable to a customer. It also clarifies the guidance in Topic 606 on the variable consideration constraint does not apply to share-based consideration payable to a customer “regardless of whether an award’s grant date has occurred”. ASU 2025-04 will be effective for the annual periods beginning after December 15, 2026, with early adoption permitted. The Company does not believe ASU 2025-04 will have a material impact on its financial position, results of operations or financial statement disclosure.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.

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

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

The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its financial statements.

Note 4 – Related Party Transactions and Balances

Advances from Related Party

During the ~~six~~nine months ended ~~July~~October 31, 2024, and 2023, the Company received cash advances totaling $1114,~~956~~934 and $5,277, respectively, from Cheng-Hsiang Kao, the Company’s former Chief Executive Officer and a major shareholder. In addition, a related party paid operating expenses on behalf of the Company totaling $335,998 and $138,890, respectively. Amounts paid on behalf of the Company are recorded as non-cash financing activities. These advances are unsecured, non-interest-bearing, and payable on demand. As of ~~July~~October 31, 2024, and January 31, 2024, total advances outstanding were $~~773~~776,~~436~~415 and $425,482, respectively.

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Due to Related Party

~~The~~In prior years, the Company sources its inventory exclusively from a vendor wholly owned by shareholders who collectively hold more than 20% of the Company’s outstanding common shares as of ~~July~~October 31, 2024. These shareholders are also family members of the Company’s Chairman. As of ~~July~~October 31, 2024, and January 31, 2024, amounts due to this related party totaled $2,411,000 and are disclosed in Accounts Payable – related party on the balance sheets.

The Company does not have written agreements governing the repayment terms of related-party balances. These obligations are unsecured, non-interest-bearing, and payable on demand. No assurances can be provided that related parties will continue to provide financial support or refrain from demanding repayment. The Company has not adopted a formal related-party transaction policy, and all such transactions are approved by management. These related-party relationships and financial dependencies are further discussed under “Risk Factors–Risk Related to Related-Party Transactions and Conflicts of Interest.”

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Note 5 – EQUITY

Common Stock

The number of authorized shares of common stock under the Certificate of Incorporation is 500,000,000, $0.0001 par value.

During the three and ~~six~~nine months ended ~~July~~October 31, 2024, and 2023, the Company did not issue any shares of common stock.

Stock-based compensation

The Company’s stock-based compensation programs are long-term retention programs that are intended to attract, retain and provide incentives for employees, officers and directors, and to align stockholder and employee interests.

Under the stock-based compensation plan, the Company may grant Incentive Stock Options (“ISO”), Non-statutory Stock Options (“NSO”), Restricted Stock (“RS”) and Restricted Stock Units (“RSU”). ISO and NSO are granted under service conditions. RS and RSU are granted under vesting criteria set by the Administrator and could be based upon the achievement of Company-wide, business unit, or individual goals (including, but not limited to, continued employment or service), or any other basis determined by the Administrator in its discretion. Stock options granted to employees generally vest over a four-year period, although certain grants may vest over a longer or shorter period. Stock options granted to non-employees generally vest over a one-year period. The fair value of stock-based awards is based on historical third-party transactions involving the Company’s common stock. Management believes these transactions represent arm’s-length pricing; however, no independent valuation was obtained

Valuation of Stock-Based Compensation

Stock-based compensation cost is measured at the grant date based on the fair value of the award. The fair value of the awards is fixed at the grant date and amortized over the longer of the remaining performance or service period. The fair value of stock-based grant awards is estimated using the fair value of the Company’s most recent historical transaction with third parties.

Compensation costs

The Company recognizes the estimated compensation cost of all stock-based awards generally on a straight-line basis over the requisite service period of the entire award, which is generally the vesting period. The estimated compensation cost is based on the fair value of the common stock on the date of the grant. The Company accounts for forfeitures as they occur.

131,901,600 restricted common shares, granted on October 4, 2020, at a fair value of $0.005 per share, are vested over 4 fiscal years equally (vesting period) commencing on October 4, 2020.

~~F-12~~Common ~~Table~~stock ofactivities ~~Contents~~for the nine months ended October 31, 2024, are summarized as follows:

Common stock activities for the six months ended July 31, 2024, are summarized as follows:

			Weighted
			Average Remaining		Weighted Average
	Number of Shares		Contractual Life (Years)		Grant Date Fair Value

January 31, 2024		32,972,900		0.7	$	0.005

Vested		32,972,900		-		0.005

October 31, 2024 - Expected to Vest		-		-	$	-

	Number of Shares		Weighted Average Remaining Contractual Life (Years)		Weighted AverageGrant Date Fair Value
January 31, 2024		32,972,900		0.7	$	0.005
Vested		-		-		-
July 31, 2024 - Expected to Vest		32,972,900		0.2	$	0.005

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As of ~~July~~October 31, 2024, ~~there~~all ~~was~~stock-based ~~$27,478 of unrecognized~~ compensation cost related to non-vested ~~stock-based~~ awards, tohad bebeen fully recognized, ~~over~~and athere ~~weighted~~was ~~average~~no ~~period~~remaining ~~of 0~~unrecognized compensation cost.~~2 years.~~

Stock-based compensation recognized for the three months ended ~~July~~October 31, 2024, and 2023 amounted to $4127,~~216~~478 and $41,216, respectively. ~~Stock-based compensation recognized for the six months ended July 31, 2024, and 2023 amounted to $82,433 and $82,432, respectively.~~

Stock-based compensation recognized for the nine months ended October 31, 2024, and 2023 amounted to $109,911 and $123,648, respectively.

Note 6 – OPERATING LEASES

In July 2021, the Company entered into a non-cancelable operating lease for an office facility in Irvine, California. The lease agreement required 36 monthly lease payments ~~that~~ranging ~~range~~ from $14,796 to $16,013 per month. The lease commenced in August 2021 and expired in July 2024. The lease had a remaining lease term of less than three years, with no options to extend. The Company elected not to renew the lease. As of ~~July~~October 31, 2024, the lease had expired and no right-of-use asset or lease liability remained on the balance sheet. The Company has no remaining lease obligations or contingencies.

There are no lease transactions classified as finance leases for the ~~six~~nine months ended ~~July~~October 31, 2024.

The table below summarizes the components of operating lease costs related to operating leases for the three and ~~six~~nine months ended ~~July~~October 31, 2024, and 2023.

The components of lease expense were as follows:

	Three Months Ended				~~Six~~Nine Months Ended
	July 31,				July 31,
	October 31,				October 31,
	2024		2023		2024		2023
Operating lease cost	$	~~39,996~~-	$	39,~~996~~995	$	79,991	$	79119,~~991~~986
Short-term lease cost		-		~~21,927~~-		-		36,715
Variable lease cost		~~15,072~~-		1012,~~542~~186		25,180		1931,~~739~~925
Total lease cost	$	~~55,068~~-	$	7252,~~465~~181	$	105,171	$	~~136~~188,~~445~~626

~~F-13~~Supplementary ~~Table~~information ofon ~~Contents~~cash flow and other information for leasing activities for the nine months ended October 31, 2024, and 2023 are as follows:

Supplementary information on cash flow and other information for leasing activities for the six months ended July 31, 2024, and 2023 are as follows:

	Nine Months Ended
	October 31,
	2024			2023
Cash paid for operating cash flows from operating leases	$	96,075		$	140,365
Right-of-use asset obtained in exchange for new operating lease liabilities	$	-		$	-

Remaining lease term - operating leases (year)		0.00			0.75
Discount rate — operating leases		10.00	%		10.00	%

	Six Months Ended
	July 31,
	2024			2023
Cash paid for operating cash flows from operating leases	$	96,075		$	92,327
Right-of-use asset obtained in exchange for new operating lease liabilities	$	-		$	-
Remaining lease term - operating leases (year)		0.00			1.00
Discount rate — operating leases		10.00	%		10.00	%

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Supplemental balance sheet information related to leases consists of:

	July 31,		January 31,
	October 31,		January 31,
	2024		2024
Operating lease right-of-use asset	$	-	$	89,652
Operating lease liabilities:
Current portion	$	-	$	93,334
Non-current portion		-		-
	$	-	$	93,334

Note 7 – COMMITMENTS AND CONTINGENCIES

Legal Proceedings

The Company is from time to time involved in routine litigation incidental to the conduct of our business. Management believes that no pending litigation matters to which it is a party is likely to have a material adverse effect on the Company’s financial condition or results of operations.

As previously disclosed in our Company’s Form 10-K for the fiscal year ended January 31, 2023, and in our Report on Form 8-K filed August 11, 2025, certain of our former officers are involved in civil and criminal proceedings in Taiwan relating to alleged unauthorized use of proprietary know-how and intellectual property. The Company is not a named party to these proceedings.

As of ~~July~~October 31, 2024, and through the date of issuance of these financial statements, management is not aware of any developments that would cause the Company to conclude that these matters will have a material adverse effect on its financial condition or results of operations.

Note 8 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events in accordance with Accounting Standards Codification (“ASC”) Topic 855, Subsequent Events. Management reviewed all events and transactions that occurred after the balance sheet date of ~~July~~October 31, 2024, through the date the financial statements were issued.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our unaudited financial statements and the related notes included in this Quarterly Report on Form 10-Q. The discussion below contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements due to various factors, including those described in our filings with the Securities and Exchange Commission (“SEC”).

Forward-Looking Statements

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or “continue,” or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

Unless otherwise indicated, references to “we,” “us,” “our,” or “the Company,” mean VitaSpring Biomedical Co., Ltd.

All dollar amounts refer to US dollars unless otherwise indicated.

Overview

We are a development-stage biomedical company focused on cell-based technologies for regenerative and preventative health applications. Our business model historically involved sourcing stem cells and exosome products from a related-party vendor and reselling those products to customers.

During the ~~six~~nine months ended ~~July~~October 31, 2024, and 2023, we did not generate any revenue as we restructured our commercial strategy, evaluated supplier and regulatory considerations, and assessed future business direction.

Accordingly, our activities during the current fiscal year have primarily consisted of:

	·	Administrative and corporate compliance activities,
	·	Evaluation of future commercialization strategy,
	·	Maintenance of regulatory positioning,
	·	Management of related party obligations, and
	·	Seeking additional capital to support future operations.

As of ~~July~~October 31, 2024, we have not reinitiated revenue-generating operations.

Results of Operation

The following summary of our results of operations should be read in conjunction with our unaudited financial statements for the period ended ~~July~~October 31, 2024, which are included herein.

Our operating results for the three months ended October 31, 2024, and 2023 and the changes between those periods for the respective items are summarized as follows.

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~~Our~~For ~~operating results for~~ the three months ended ~~July~~October 31, 2024, compared ~~and~~to ~~2023 and~~ the ~~changes~~three ~~between~~months ~~those~~ended ~~periods~~October ~~for~~31, ~~the respective items are summarized as follows.~~2023

For the three months ended July 31, 2024, compared to the three months ended July 31, 2023

	October 31
	2024			2023			Changes
Revenues	$	-		$	-		$	-
Operating expenses		196,292			234,980			(38,688	)
Loss from operations		(196,292	)		(234,980	)		38,688
Net loss	$	(196,292	)	$	(234,980	)	$	38,688

	July 31,
	2024			2023			Changes
Revenues	$	-		$	-		$	-
Operating expenses		218,662			353,583			(134,921	)
Income (loss) from operations		(218,662	)		(353,583	)		134,921
Net income (loss)	$	(218,662	)	$	(353,583	)	$	134,921

Revenue

During the three months ended ~~July~~October 31, 2024, and 2023, we did not generate any revenue. During the year 2023, we suspended commercial sales activity while evaluating our operating model and funding alternatives. We are currently focusing on restructuring our product strategy and developing long-term partnerships rather than pursuing short-term sales.

Operating Expenses

For the three months ended ~~July~~October 31, 2024, and 2023, the operating expenses were primarily attributed to professional fees of $6126,~~004~~357 and $7870,~~945~~988, stock-based compensation of $4127,~~216~~478 and $41,216, lease expenses of $~~50,103~~0 and $7252,~~465~~181, payroll expenses of $5157,~~838~~812 and $7834,~~883~~725, depreciation of $2,489 and $3,~~766~~765, and general and administrative expenses of $12109,~~012~~633 and $78125,~~449~~500, respectively.

Net Loss

We had a net loss from operations of $~~218~~196,~~662~~292 for the three months ended ~~July~~October 31, 2024, and $~~353~~234,~~583~~980 for the three months ended ~~July~~October 31, 2023. The decrease in net loss of $~~134~~38,~~921~~688 was primarily due to lower operating expenses, including reductions in professional fees, payroll, and general and administrative costs.

For the ~~six~~nine months ended ~~July~~October 31, 2024, compared to the ~~six~~nine months ended ~~July~~October 31, 2023

	Six Months ended
	October 31
	July 31,
	2024			2023			Changes
Revenues	$	-		$	-		$	-
Operating expenses		~~435~~631,~~493~~785			~~658~~893,~~184~~164			(~~222~~261,~~691~~379	)
Income (loss) from operations		(435,493	)		(658,184	)		222,691
Loss from operations		(631,785	)		(893,164	)		261,379
Net income (loss)	$	(435,493	)	$	(658,184	)	$	222,691
Net loss	$	(631,785	)	$	(893,164	)	$	261,379

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Revenue

During the ~~six~~nine months ended ~~July~~October 31, 2024, and 2023, we did not generate any revenue. During the year 2023, we suspended commercial sales activity while evaluating our operating model and funding alternatives. We are currently focusing on restructuring our product strategy and developing long-term partnerships rather than pursuing short-term sales.

Operating Expenses

For the ~~six~~nine months ended ~~July~~October 31, 2024, and 2023, the operating expenses were primarily attributed to professional fees of $95116,~~860~~707 and $~~160~~220,~~792~~005, stock-based compensation of $82109,~~433~~911 and $82123,~~432~~329, lease expenses of $~~107~~105,~~732~~170 and $~~136~~151,~~445~~910, ~~depreciation~~payroll expenses of $4194,~~979~~229 and $7118,~~531~~421, ~~payroll~~depreciation ~~expenses~~ of $~~136~~7,~~686~~467 and $~~150~~11,~~169~~297, and general and administrative expenses of $7313,~~803~~380 and $~~120~~543,~~815~~441, respectively.

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Net Loss

We had a net loss from operations of $~~435~~631,~~493~~785 for the ~~six~~nine months ended ~~July~~October 31, 2024, and $~~658~~893,~~184~~164 for the ~~six~~nine months ended ~~July~~October 31, 2023. The decrease in net loss of $~~222~~261,~~691~~379 was due to a reduction in operating expenses of $~~222~~261,~~691~~379.

Balance Sheet Data

Liquidity and Capital Resources

The following table summarizes our changes in working capital deficiency from ~~July~~January 31, 2024, to ~~January~~October 31, 2024:.

	July 31,			January 31,
	October 31			January 31,
	2024			2024			Change
Current assets	$	4541,~~250~~787		$	23,627		$	2118,~~623~~160
Current liabilities	$	3,~~767~~930,~~583~~445		$	3,487,531		$	~~280~~442,~~052~~914
Working capital deficiency	$	(3,722,333	)	$	(3,463,904	)	$	(258,429	)
Working capital (deficiency)	$	(3,888,658	)	$	(3,463,904	)	$	(424,754	)

As of ~~July~~October 31, 2024, and January 31, 2024, current assets were comprised of $52,~~525~~062 and $13 in cash, $39,725 and $0 in prepaid expenses and $0 and $23,614 in deposits, respectively.

As of ~~July~~October 31, 2024, and January 31, 2024, current liabilities were comprised of $2,411,000 and $2,411,000 in accounts payable - related party, $~~364~~445,~~433~~951 and $339,001 in accounts payable and other payables, $~~218~~297,~~714~~079 and $218,714 in income tax payable, $0 and $93,334 in operating lease liabilities and $~~773~~776,~~436~~415 and $425,482 in advances from related party, respectively.

Our working capital deficiency increased by $~~258~~424,~~429~~754, or 712.4626%, to $3,~~722~~888,~~333~~658 as of ~~July~~October 31, 2024, compared to working capital deficiency of $3,463,904 as of January 31, 2024. The increase was primarily due to an increase in advances from related party and accounts payable and other payables, offset by a decrease in operating lease liabilities and an increase in current assets. Advances paid directly by related parties on behalf of the Company for operating expenses are reflected as operating activities, while cash proceeds received directly from related parties are classified as financing activities. A substantial portion of the Company’s liabilities consists of obligations to related parties that are unsecured, non-interest-bearing, and payable on demand, with no formal repayment terms. Given the Company’s current financial condition, there can be no assurance that the Company will be able to continue operations absent additional capital. The Company may be required to significantly curtail or cease operations if financing is not obtained in the near term.

The income tax payable balance primarily relates to historical tax liabilities, and no current period income tax expense was recorded due to our net operating loss position and full valuation allowance.

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Cash Flow Data

The following table summarizes our cash flows for the ~~six~~nine months ended ~~July~~October 31, 2024, and 2023:

	Six Months ended
	Nine Months ended
	July 31,
	October 31
	2024			2023			Change
Cash used in operating activities	$	(612,~~444~~885	)	$	(2732,~~752~~297	)	$	2119,~~308~~412
Cash provided by financing activity	$	1114,~~956~~934		$	5,277		$	69,~~679~~657
Net change in cash	$	52,~~512~~049		$	(2227,~~475~~020	)	$	2729,~~987~~069

As of ~~July~~October 31, 2024, we had cash of $52,~~525~~062, compared with cash of $13 at January 31, 2024. The increase of $52,~~512~~049 was mainly due to cash provided in our financing activities.

We6 ~~have~~Table ~~funded our activities primarily through shareholder advances, which were discretionary and not subject to a written agreement. For the six months ended July 31, 2024, we incurred a net loss~~ of $435,493. We continue to rely on external funding and available cash balances to meet our working-capital needs. Management believes that additional capital will be required to support operations over the next twelve months.Contents

We have funded our activities primarily through shareholder advances, which were discretionary and not subject to a written agreement. For the nine months ended October 31, 2024, we incurred a net loss of $631,785. We continue to rely on external funding and available cash balances to meet our working-capital needs. Management believes that additional capital will be required to support operations over the next twelve months.

We expect to continue to require additional capital to support operations, research, and regulatory initiatives. Management is exploring potential sources of financing, including private placements of equity or debt securities and strategic partnerships. There is no assurance that additional funding will be available on acceptable terms. If we cannot secure sufficient financing, we may need to delay or scale back parts of our business plan.

We believe our current cash resources will not be sufficient to fund planned operations for the next twelve months without additional capital. The continuation of our business depends on our ability to raise funds and generate future revenue.

Historically, substantially all of our product inventory was sourced from a single, related-party vendor.

Cash Flows from Operating Activities

Net cash used in operating activities of $612,~~444~~885 for the ~~six~~nine months ended ~~July~~October 31, 2024 ~~compared~~reflects toour net loss adjusted for non-cash items, including an increase of $277,~~752~~468 ~~for~~in ~~the~~depreciation, ~~six~~non-cash ~~months~~lease ~~ended~~expense ~~July~~of 31$89,652, ~~2023.~~and stock-based compensation of $109,911, as well as changes in operating assets and liabilities.

~~For~~Cash ~~the~~used ~~six~~in ~~months~~operating ~~ended~~activities ~~July~~of 31$32,297 ~~2024,~~for ~~net~~the ~~cash~~nine ~~used~~months inended ~~operating~~October ~~activities~~31, ~~was~~2023, reflected primarily ~~driven~~our ~~by a~~ net loss of $~~435~~893,~~493~~164, ~~partially~~increased ~~offset~~ by ~~non-cash~~depreciation ~~adjustments,~~of ~~including~~ $8211,~~433 of stock-based compensation~~297, ~~$89,652 of~~ non-cash lease expense, ~~and $4,979~~ of ~~depreciation expense. Changes in working capital provided a net source of cash of approximately~~ $~~251~~122,~~985,~~918 ~~primarily due to increases in advances from related parties for operating expenses of $335,998~~ and ~~increased~~stock-based incompensation ~~accounts payable and other payables~~ of $25123,~~432~~648, ~~partially offset by an increase of prepaid expenses of $39,725~~ and a ~~decrease~~change in ~~operating~~assets ~~lease~~and liabilities of $93603,~~334 following the expiration of the Company’s lease~~004.

For the six months ended July 31, 2023, net cash used in operating activities was primarily attributable to a net loss of $658,184, partially offset by non-cash items, including $82,432 of stock-based compensation, $80,912 of non-cash lease expense, and $7,531 of depreciation. Changes in working capital provided a net source of cash of approximately $459,557, primarily driven by a reduction in accounts receivable of $250,000, increases in accounts payable and other payables of $151,389, and advances from related parties for operating expenses of $138,890, partially offset by increases in deposits and other working capital items.

The decrease in net cash used in operating activities for the six months ended July 31, 2024, as compared to the prior year period, was primarily attributable to a reduction in net loss and changes in working capital, including increased reliance on related-party support to fund operating expenses.

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Cash Flows from Investing Activities

We had no investing activities during the ~~six~~nine months ended ~~July~~October 31, 2024, and 2023.

Cash Flows from Financing Activities

We had financing inflow of $1114,~~956~~934 from advances from related parties in the ~~six~~nine months ended ~~July~~October 31, 2024.

We had financing inflow of $5,277 from advances from related parties in the ~~six~~nine months ended ~~July~~October 31, 2023.

We expect to continue to rely on equity financing and, where available, strategic partnerships or grants to meet our capital needs. Our ability to raise additional capital will depend on market conditions, investor interest, and our progress in commercializing our stem-cell and biomedical technologies.

Capital Requirements and Liquidity Outlook

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

Going Concern

We evaluate our ability to continue as a going concern in accordance with ASC 205-40, Presentation of Financial Statements — Going Concern. This evaluation requires us to assess whether conditions or events raise substantial doubt about our ability to meet our obligations as they become due during the twelve months following the issuance of these financial statements. As discussed in Note 2 to the financial statements, the Company has limited liquidity and substantial obligations that may be payable on demand.

~~Our~~7 ~~financial~~Table ~~statements have been prepared assuming we will continue as a going concern. As disclosed in Note 2 to our financial statements, as~~ of July 31, 2024, we had an accumulated deficit of $4,942,074, a working capital deficiency of $3,722,333, and negative operating cash flow of $6,444, which is due to our limited operations. These factors raise substantial doubt about our ability to continue as a going concern within one year from the issuance of these financial statements. Our ability to continue as a going concern depends upon our ability to obtain additional funding, restructuring related-party obligations, and implement a business plan that generates sustainable revenues. There can be no assurance that we will be successful in these efforts.Contents

Our financial statements have been prepared assuming we will continue as a going concern. As disclosed in Note 2 to our financial statements, as of October 31, 2024, we had an accumulated deficit of $5,138,366, a working capital deficiency of $3,888,658, and negative operating cash flow of $12,885, which is due to our limited operations. These factors raise substantial doubt about our ability to continue as a going concern within one year from the issuance of these financial statements. Our ability to continue as a going concern depends upon our ability to obtain additional funding, restructuring related-party obligations, and implement a business plan that generates sustainable revenues. There can be no assurance that we will be successful in these efforts. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be unable to continue as a going concern.

Off-Balance Sheet Arrangements

As of ~~July~~October 31, 2024, we did not have any off-balance sheet arrangements.

Plan of Operation and Funding

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

While existing working capital and anticipated financing sources may provide limited support for our operations, our current cash resources are not sufficient to fund our operations over the next twelve months without additional financing. We will require additional capital to continue operations and execute our business plan. There can be no assurance that such financing will be available on acceptable terms, or at all. If we are unable to obtain adequate funding, we may be required to delay, scale back, or discontinue certain or all of our operations.

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Critical Accounting Policies and Estimates

Use of Estimates

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of financial statements requires management to make estimates and assumptions, including, but not limited to, stock-based compensation, lease liabilities, and going concern assessment. Our significant accounting policies are described in Note 3 to the financial statements. We consider the following policies and estimates to be critical because they involve significant judgments and assumptions and could materially affect our financial condition and results of operations. Critical estimates are those estimates that in accordance with U.S. GAAP, involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial statements. Management has determined that our most critical accounting estimates are those relating to stock-based compensation, lease accounting, and going concern assessment.

Significant estimates and assumptions reflected in the financial statements for the quarter ended ~~July~~October 31, 2024, include, but are not limited to:

Allowance for Credit Losses

We evaluate financial assets measured at amortized cost, including accounts receivable, for expected credit losses under ASC 326. The estimate incorporates historical loss experience, current economic conditions, and reasonable and supportable forecasts. Changes in these factors could materially affect the allowance recorded.

Lease Accounting

Under ASC 842, we recognize right-of-use assets and lease liabilities for operating leases. When the implicit rate in a lease is not readily determinable, we estimate an incremental borrowing rate based on available market information and our credit profile. Changes in assumptions regarding discount rates could impact lease liabilities and related expense.

Deferred Tax Assets

We recognize deferred tax assets and liabilities for temporary differences between financial statement carrying amounts and tax bases. We evaluate the realizability of deferred tax assets and record a valuation allowance when it is more likely than not that some or all of the deferred tax assets will not be realized. This assessment requires significant judgment regarding future taxable income.

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Stock-Based Compensation

We account for equity-based awards under ASC 718. The fair value of equity awards is measured at the grant date and recognized over the requisite service period. The determination of fair value may require management to make assumptions regarding expected term, volatility, and other valuation inputs, as applicable.

Going Concern Assessment

In accordance with ASC 205-40, we evaluate whether conditions or events raise substantial doubt about our ability to continue as a going concern within one year from the issuance date of the financial statements. This assessment requires management to evaluate liquidity, forecasted cash flows, and the availability of financing or related-party support. As discussed in Note 2 to the financial statements, the Company has limited liquidity and substantial obligations that may be payable on demand.

Because these estimates require management judgment, actual results could differ materially from those estimates.

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Income Taxes and Deferred Tax Assets

We account for income taxes using the liability method under ASC 740. Deferred tax assets are recognized for temporary differences between financial statement and tax bases of assets and liabilities. A valuation allowance is established when it is more likely than not that all or part of a deferred tax asset will not be realized. Determining the amount of valuation allowance requires significant judgment in estimating future taxable income, applicable tax strategies, and the expected timing of reversals of temporary differences.

Material Commitments

None.

Purchase of Significant Equipment

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

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are a smaller reporting company and not required to provide this information.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer (CEO), is responsible for establishing and maintaining disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”). Disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the CEO, to allow timely decisions regarding required disclosure.

As of the end of the fiscal quarter ended ~~July~~October 31, 2024, management conducted an evaluation, under the supervision and with the participation of our CEO, of the effectiveness of our disclosure controls and procedures. Based on this evaluation, our CEO concluded that our disclosure controls and procedures were not effective as of ~~July~~October 31, 2024, due to a material weakness in our internal control over financial reporting, as described below.

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Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”).

Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, evaluations of effectiveness to future periods are subject to the risk that controls may become inadequate due to changes in conditions or deterioration in compliance with policies or procedures.

Management assessed the effectiveness of our internal control over financial reporting as of ~~July~~October 31, 2024, using the criteria set forth in the Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this assessment, management concluded that our internal control over financial reporting was not effective as of that date, due to the following material weakness:

Material Weakness Identified: We did not maintain an adequate segregation of duties or employ sufficient accounting personnel with appropriate experience in U.S. GAAP and SEC reporting requirements. This deficiency increased the risk of material misstatements in the financial reporting process.

Remediation Plan

We are committed to strengthening our internal control over financial reporting and remediating the identified material weakness related to insufficient accounting personnel and lack of segregation of duties.

We intend to adopt the following remediation plan subject to funding and retaining the appropriate personnel:

1.	Engagement of External Accounting Support

We intend to begin implementation during fiscal 2026, subject to available resources. We intend for the consultant to assist management with:

	·	Review of quarterly and annual financial statements,

	·	Technical accounting research and documentation,

	·	Preparation and review of SEC filings,

	·	Implementation of formalized closing procedures and documentation standards.

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2.	Implementation of Formalized Closing and Review Controls

We intend to implement enhanced month-end and quarter-end closing procedures, including:

	·	Standardized account reconciliation templates,

	·	Documented supervisory review controls,

	·	Checklist-driven SEC filing review procedures,

	·	Formal review and approval of journal entries.

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3.	Segregation of Duties Enhancement

By January 31, 2027, we intend to establish improved segregation of duties through a combination of:

	·	Clearly documented role assignments,

	·	Independent review of financial reporting by the external consultant or qualified third party,

	·	Enhanced board-level oversight of financial reporting processes.

4.	Ongoing Monitoring and Documentation

We will document the design and implementation of revised controls and evaluate their operating effectiveness over a sufficient period of time prior to concluding that the material weakness has been remediated.

The remediation efforts described above are dependent on our ability to secure adequate financial resources. We do not make any assurances that we will be able to secure the necessary resources to implement the foregoing plan. We expect to ~~substantially~~begin ~~complete~~implementing ~~implementation~~remediation ofmeasures ~~these~~during ~~remediation~~fiscal ~~measures~~2026 byand ~~January~~to 31make reasonable progress over the following twelve months, ~~2027~~subject to available financial resources. However, the material weakness will not be considered remediated until the applicable controls have been designed, implemented, and tested for operating effectiveness over a sustained period. Since management has not yet completed testing of these remediation measures, it cannot conclude that the material weakness has been remediated.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the fiscal quarter ended ~~July~~October 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

Item 1A. Risk Factors

RISKS RELATED TO OUR FINANCIAL CONDITION, LIQUIDITY AND GOING CONCERN

Substantial doubt exists regarding our ability to continue as a going concern.

We have not generated revenue during the ~~six~~ nine months ended ~~July~~October 31, 2024. As of ~~July~~October 31, 2024, we had cash of $52,~~525~~062, total assets of $6458,~~334~~382, total liabilities of $3,~~767~~930,~~583~~445, an accumulated deficit of $45,~~942~~138,~~074~~366, and a stockholders’ deficit of $3,~~703~~872,~~249~~063. We have incurred recurring losses since inception and expect to continue incurring losses for the foreseeable future. Based on our current cash position and expected expenditure, we do not have sufficient liquidity to fund operations for the next twelve months without additional financing.

Our financial statements have been prepared assuming we will continue as a going concern. Management has concluded that substantial doubt exists regarding our ability to continue as a going concern within twelve months from the issuance of our financial statements. Our independent registered public accounting firm has included a going concern explanatory paragraph in prior audit reports.

We have no committed financing arrangements and no revenue-generating operations. Our ability to continue operations depends entirely upon raising additional capital or obtaining continued financial support from related parties. There can be no assurance that such capital will be available on acceptable terms, if at all. If we are unable to secure adequate funding, we may be forced to significantly curtail or cease operations, seek protection under applicable insolvency laws, or liquidate our assets. ~~We do not have written agreements with related parties that contractually defer repayment of these obligations.~~

Our liabilities substantially exceed our assets, which may impair our ability to obtain financing and satisfy uplisting requirements.

Our negative stockholders’ equity position may adversely affect investor confidence and impair our ability to obtain financing on favorable terms. Certain trading platforms and exchanges impose minimum stockholders’ equity requirements. Our current financial condition may limit our ability to satisfy such requirements, thereby restricting our ability to uplist our common stock to OTCQB or a national securities exchange. Certain markets, including the OTCQB and the national securities exchanges, require minimum stockholders’ equity thresholds that we currently do not meet.

We may not be able to satisfy our obligations as they become due.

A substantial portion of our liabilities consists of unsecured obligations to related parties and vendors. These obligations may be payable on demand. If creditors demand repayment or decline to extend payment terms, we may be unable to satisfy such obligations when due, which could result in default, litigation, or insolvency proceedings. To date, no formal demand for repayment has been made.

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RISKS RELATED TO OUR DEVELOPMENT-STAGE STATUS AND BUSINESS STRATEGY

We ~~have~~are not ~~commenced~~currently conducting commercial operations ~~and~~but we have nohad a history of revenue generation.

Although we describe a long-term strategy involving regenerative medicine technologies, including potential stem-cell and exosome-based applications, we ~~have~~are not ~~commenced~~currently conducting commercial manufacturing, distribution, or revenue-generating activities. We did not incur research and development expenses in the current period ended ~~July~~October 31, 2024 or fiscal year ended January 31, 2024, have not initiated clinical trials, and have not obtained regulatory approvals. Our limited operating history makes it difficult for investors to evaluate our prospects. As of the date of this Quarterly Report, we are not actively developing, manufacturing, or marketing any products.

Our business model is speculative and subject to significant execution risk.

	·	Our future success depends on numerous factors, including:

	·	Securing sufficient capital;

	·	Recruiting qualified personnel;

	·	Obtaining regulatory approvals;

	·	Protecting intellectual property;

	·	Establishing manufacturing capabilities;

	·	Entering into strategic partnerships;

	·	Achieving market acceptance.

Each of these elements involves significant uncertainty. Failure in any of these areas could materially adversely affect our business.

We may change our business strategy.

Given our financial condition and development-stage status, we may revise or modify our business strategy. Such changes may expose us to additional risks and uncertainties and may not result in successful operations.

RISKS RELATED TO REGULATORY MATTERS

If we pursue regenerative medicine or biologic-based products, we will be subject to extensive regulatory requirements.

Any future commercialization efforts may subject us to regulation by the U.S. Food and Drug Administration and comparable foreign regulatory authorities. Regulatory approval processes require extensive preclinical and clinical data and may take years to complete. Regulatory authorities may impose additional requirements, delay approvals, or deny approval altogether. We have not yet established FDA-compliant manufacturing facilities or submitted any investigational or marketing applications.

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Failure to obtain or maintain regulatory approvals would prevent commercialization.

Even if approvals are obtained, regulatory authorities may impose post-marketing requirements, restrict indications, suspend approvals, or withdraw approval. Regulatory compliance requires substantial financial and managerial resources.

The regulatory landscape for stem-cell and exosome technologies is evolving.

Regulatory authorities have increased scrutiny of regenerative medicine therapies. Changes in regulatory policy, interpretation, or enforcement priorities may adversely affect our ability to develop or commercialize products.

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RISKS RELATED TO INTELLECTUAL PROPERTY

We do not currently hold issued patents.

As of the date of this report, we do not own issued patents, nor do we have any pending patent applications. We also do not own any registered trademarks. Our competitive position relies primarily on trade secrets and proprietary know-how. Trade secrets are difficult to protect, and we may not be able to prevent unauthorized disclosure or use.

We may become involved in intellectual property disputes.

If we develop technologies in the future, we may face claims of infringement from third parties. Defending against such claims could be costly and time-consuming. We may be required to pay damages, enter into licensing agreements on unfavorable terms, or cease certain operations.

RISKS RELATED TO RELATED-PARTY TRANSACTIONS AND CONFLICTS OF INTEREST

We have significant obligations to related parties, including a former officer who is involved in criminal proceedings unrelated to us.

As of ~~July~~October 31, 2024, we owed $2,411,000 to a related-party vendor, which is owned by our former officer, and $~~773~~776,~~436~~415 in advances from related parties, including advances made by a former Chief Executive Officer and Chairman of the Board. These obligations are unsecured, and are not subject to formal long-term repayment schedules, and may be payable on demand. The continuation of related-party financial support is not assured.

The former officer referenced above is involved in criminal proceedings relating to the alleged unauthorized use of intellectual property that was not owned by us and did not arise from our operations. We are not a party to these proceedings, and the allegations do not involve our assets, intellectual property, or current management. Nevertheless, because this individual is a creditor of us, developments in such proceedings could affect repayment discussions, restructuring negotiations, or future financing arrangements. In addition, public association with former management may result in reputational harm or investor concern.

If related parties demand repayment of outstanding amounts or cease providing financial support, our liquidity and ability to continue operations could be materially adversely affected.

Our governance structure may increase conflict-of-interest risk.

We currently have a single director who also serves as our sole executive officer. We do not have independent directors or standing committees. We have not adopted a formal related-party transaction policy. This structure may increase the risk of conflicts of interest and reduce oversight of management decisions.

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RISKS RELATED TO FORMER MANAGEMENT AND LEGAL PROCEEDINGS

Former officers are involved in civil and criminal proceedings that could indirectly affect us.

Certain former officers and directors are involved in legal proceedings in Taiwan relating to alleged unauthorized use of intellectual property. Although we are not a named party, these proceedings may result in reputational harm, disruption of business relationships, or derivative claims.

We may be subject to litigation.

We may become involved in disputes related to intellectual property, contracts, securities laws, or other matters. Litigation is inherently uncertain and may result in substantial costs, diversion of management resources, or adverse judgments.

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RISKS RELATED TO INTERNAL CONTROL OVER FINANCIAL REPORTING

We have identified a material weakness in internal control over financial reporting.

Management concluded that our internal control over financial reporting was not effective as of ~~July~~October 31, 2024, due to insufficient segregation of duties and lack of personnel with appropriate U.S. GAAP and SEC reporting expertise. If we fail to remediate this material weakness, we may be unable to prevent or detect material misstatements in our financial statements.

If we fail to remediate this material weakness, we may be unable to timely file reports with the SEC, which could result in loss of quotation eligibility or trading market restrictions.

RISKS RELATED TO CAPITAL RAISING AND DILUTION

We will require substantial additional capital to execute our business strategy.

We anticipate funding operations through equity offerings, convertible securities, strategic partnerships, or related-party financing. Such financings may be highly dilutive and may include terms unfavorable to existing stockholders. Our net operating loss carryforwards may be limited under Section 382 of the Internal Revenue Code.

Future issuances of securities may dilute existing stockholders and depress our stock price.

We may issue additional shares of common stock or securities convertible into common stock at prices below current market value. Such issuances may include warrants, anti-dilution adjustments, or other terms that adversely affect existing stockholders.

Our net operating loss carryforwards may be limited under Section 382 of the Internal Revenue Code, which could reduce or eliminate their value.

As of ~~July~~October 31, 2024, we had federal net operating loss (“NOL”) carryforwards. Our ability to utilize these NOLs to offset future taxable income, if any, may be significantly limited under Section 382 of the Internal Revenue Code of 1986, as amended (“Section 382”), if we experience an “ownership change” as defined in Section 382.

In general, an ownership change occurs if the percentage of our stock owned by one or more “5-percent shareholders” increases by more than 50 percentage points over a rolling three-year testing period. Because our stock ownership is relatively concentrated and because we may issue additional equity or convertible securities in future financings, we may experience an ownership change under Section 382. An ownership change could materially limit the amount of NOLs that may be utilized annually to offset taxable income. In certain circumstances, such limitations could effectively eliminate the benefit of our NOL carryforwards.

In addition, if we undergo a significant change in business operations or experience future ownership changes, our ability to utilize our NOLs could be further limited. Any such limitation could reduce the potential tax benefits available to us and may adversely affect our financial condition and results of operations.

There can be no assurance that our NOL carryforwards will be available to offset future taxable income, even if we achieve profitability.

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RISKS RELATED TO UPLISTING AND MARKET STATUS

Because we currently have a stockholders’ deficit and lack independent directors, we may not satisfy the financial and governance requirements necessary to uplist to OTCQB or a national securities exchange.

We are contemplating an uplisting of our common stock. Uplisting requires compliance with financial, corporate governance, and market-based criteria, including minimum bid price, stockholders’ equity thresholds, and independent board requirements. Our current financial condition and governance structure may prevent us from meeting such criteria. We may need to effect a reverse stock split to meet minimum bid price requirements, which could adversely affect stockholder value.

Our common stock is thinly traded and may experience significant volatility.

Our common stock trades on the OTC Pink marketplace, which generally has lower liquidity and greater volatility than national securities exchanges. Limited trading volume may result in substantial price fluctuations.

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Our common stock may be subject to penny stock regulations.

If our common stock is deemed a penny stock, broker-dealers may be subject to additional regulatory requirements before effecting transactions, which may reduce liquidity and investor interest.

RISKS RELATED TO CYBERSECURITY AND DATA PROTECTION

We do not maintain a formal cybersecurity risk management framework.

We do not employ dedicated cybersecurity personnel and rely on third-party service providers. A cybersecurity breach could result in operational disruption, reputational damage, regulatory scrutiny, or financial loss.

GENERAL RISK FACTORS

Economic conditions may adversely affect our ability to raise capital.

Adverse economic conditions, including inflation, rising interest rates, and market volatility, may reduce investor appetite for speculative investments and impair our ability to obtain financing.

An investment in our common stock is highly speculative.

Given our development-stage status, lack of revenue, minimal liquidity, significant liabilities, material weakness in internal controls, governance limitations, regulatory uncertainty, and dependence on future financing, an investment in our common stock is highly speculative and may result in the loss of your entire investment.

We may become subject to securities class action litigation or stockholder derivative actions, which could result in substantial costs and diversion of management attention.

Companies with limited operating histories, development-stage business models, minimal revenues, recurring losses, or significant stock price volatility frequently become the target of securities class action litigation or stockholder derivative lawsuits. Given our development-stage status, going-concern uncertainty, dependence on future financing, related-party transactions, material weakness in internal control over financial reporting, and limited trading liquidity, we may be particularly susceptible to such litigation.

Securities class action lawsuits are often brought against companies following periods of stock price volatility, reverse stock splits, dilutive financings, restatements, regulatory developments, or public disclosures regarding internal control deficiencies. Such lawsuits typically allege violations of federal securities laws, including claims under Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, or under Sections 11 and 12 of the Securities Act in connection with securities offerings. Even if such claims are without merit, defending against them can be costly, time-consuming, and disruptive to our operations.

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In addition, we may become subject to stockholder derivative actions alleging breach of fiduciary duties by our officers or director, particularly given our governance structure, related-party transactions, and development-stage operations. Such actions may seek monetary damages, corporate governance changes, or other equitable relief.

The costs of defending securities litigation or derivative actions may be significant and may exceed the limits of our directors’ and officers’ liability insurance coverage, if any. Adverse judgments, settlements, or regulatory findings could materially adversely affect our financial condition, liquidity, reputation, and ability to raise capital. Furthermore, even the initiation of litigation could result in negative publicity, investor concern, and diversion of management attention from our business.

If we are unable to successfully defend against such claims or manage associated costs, our business, financial condition, and results of operations could be materially adversely affected.

17 Item ~~Table~~2. Unregistered Sales of ~~Contents~~Equity Securities and Use of Proceeds

~~Item~~We 2.did ~~Unregistered~~not ~~Sales~~issue ofany ~~Equity~~equity ~~Securities~~securities ~~and~~for ~~Use~~the ofquarter ~~Proceeds~~ended October 31, 2024.

We did not issue any equity securities for the quarter ended July 31, 2024.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. Exhibits

The following documents are filed as part of this report:

Exhibit Number		Description

(31)		Rule 13a-14(a)/15d-14(a) Certification
31.1/31.2*		Certification of Chief Executive Officer and Chief Executive Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)

(32)		Section 1350 Certification
32.1/32.2*		Certifications of Chief Executive Officer and Chief Executive Financial Officer 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*		Inline XBRL Document Set for the financial statements and accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q.

104*		Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in Exhibit 101 Inline XBRL Document Set.

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		VITASPRING BIOMEDICAL CO., LTD.
Date: April 22, 2026		/s/ Ssu-Chuan Lai
Date: May 6, 2026		/s/ Ssu-Chuan Lai
		Ssu-Chuan Lai
		President, Chief Executive Officer, and Principal Financial Officer

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