Quarterly Report for Quarter Ending April 30, 2026 (Form 10-Q)

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. We are currently evaluating future commercialization opportunities involving regenerative medicine, cell-based technologies, and related healthcare applications.

During the three months ended April 30, 2026, and 2025, 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 April 30, 2026, we have not reinitiated revenue-generating operations.

Results of Operations

The following summary of our results of operations should be read in conjunction with our unaudited financial statements for the period ended April 30, 2026, which are included herein.

Our operating results for the three months ended April 30, 2026, and 2025 and the changes between those periods for the respective items are summarized as follows.

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For the three months ended April 30, 2026, compared to the three months ended April 30, 2025

		Three Months Ended
		April 30
		2026				2025				Changes
Revenues		$	-			$	-			$	-
Operating expenses			75,844				69,147				6,697
Loss from operations			(75,844	)			(69,147	)			(6,697	)
Provision for income tax expenses			-				(11,394	)			11,394
Net loss		$	(75,844	)		$	(80,541	)		$	4,697

Revenue

We generated no revenue during the three months ended April 30, 2026, and 2025, respectively. We are currently focusing on restructuring our product strategy and developing long-term partnerships rather than pursuing short-term sales.

Operating Expenses

Operating expenses were $75,844 for the three months ended April 30, 2026, compared with $69,147 for the three months ended April 30, 2025. For the three months ended April 30, 2026, and 2025, the operating expenses were primarily attributed to professional fees of $12,200 and $3,500, salaries and related expenses of $57,813 and $57,813, depreciation of $2,489 and $2,489 and general and administrative expenses of $3,342 and $5,345, respectively.

Provision for Income Taxes Expenses

We did not record a current income tax provision on our operating losses for the three months ended April 30, 2026, and 2025, due to our net operating loss position and a full valuation allowance against deferred tax assets.

However, during the three months ended April 30, 2026, and 2025, we recognized $0 and $11,394, respectively, interest and penalties on historical income tax obligations relating to fiscal year 2022, which are classified as income tax expense in accordance with ASC 740-10-45-25, we have elected to classify interest and penalties related to income tax obligations as income tax expense. Accordingly, these amounts are presented within the income tax expense line on the statement of operations and do not represent a current provision on operating income.

Net Loss

We had a net loss of $75,844 for the three months ended April 30, 2026, and $80,541 for the three months ended April 30, 2025. The decrease in net loss of $4,697 was primarily due to an increase in operating expenses, including professional fees, a decrease in general and administrative expenses and provision for income tax expenses.

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Balance Sheet Data

Liquidity and Capital Resources

The following table summarizes our changes in working capital deficiency as of April 30, 2026, and January 31, 2026.

		April 30				January 31
		2026				2026				Change
Current assets		$	9,772			$	10,527			$	(755	)
Current liabilities		$	4,517,844			$	4,444,244			$	72,600
Working capital (deficiency)		$	(4,508,072	)		$	(4,434,717	)		$	(73,355	)

As of April 30, 2026, and January 31, 2026, current assets were comprised of $8,167 and $2,084 in cash, $1,605 and $8,443 in prepaid expenses, respectively.

As of April 30, 2026, and January 31, 2026, current liabilities were comprised of $2,411,000 and $2,411,000 in accounts payable - related party, $711,641 and $652,027 in accounts payable and other payables, $342,852 and $344,234 in income tax and franchise tax payable and $1,052,351 and $1,037,983in advances from related party, respectively.

Our working capital deficiency increased by $73,355, or 1.65%, to $4,508,072 as of April 30, 2026, compared to working capital deficiency of $4,434,717 as of January 31, 2026. The increase was primarily due to an increase in advances from related party and accounts payable and other payables. 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. Our related party accounts payable is subject to the May 18, 2026, deferral agreement. 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 income tax liabilities and franchise tax expenses, and no current income tax was recognized due to our net operating loss position and full valuation allowance. During the three months ended April 30, 2026, and 2025, the Company recognized $0 and $11,394, respectively, in interest and penalties associated with historical income tax liabilities and franchise tax expenses relating to fiscal year 2022, classified as income tax expense in accordance with ASC 740-10-45-25.

Cash Flow Data

The following table summarizes our cash flows for the three months ended April 30, 2026, and 2025:

		Three Months Ended
		April 30
		2026				2025				Change
Cash provided by (used in) operating activities		$	6,083			$	(787	)		$	6,870
Cash provided by financing activities		$	-			$	515			$	(515	)
Net change in cash		$	6,083			$	(272	)		$	6,355

We have funded our activities primarily through shareholder advances, which were discretionary and not subject to a written agreement. We continue to rely on external funding and available cash balances to meet our working-capital needs. Management believes that additional capital will be required to support operations over the next twelve months.

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

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

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Cash Flows from Operating Activities

We have generated positive cash flows from operating activities. For the three months ended April 30, 2026, net cash flows provided by operating activities was $6,083, consisting of a net loss of $75,844, reduced by depreciation expense of $2,489, advances from related party for operating expenses of $14,368, a net change in working capital of $66,452 and increased by franchise tax expenses payment of $1,382.

For the three months ended April 30, 2025, net cash flows used in operating activities $787, consisting of a net loss of $80,541, reduced by depreciation expense of $2,489, advances from related party for operating expenses of $30,434, income tax expenses payable of $11,394 and a net change in working capital of $35,437.

Cash Flows from Investing Activity

We had no investing activities during the three months ended April 30, 2026, and 2025.

Cash Flows from Financing Activities

During the three months ended April 30, 2026, and 2025, the Company received $0 and $515 by financing activities, respectively.

During the three months ended April 30, 2026, and 2025, we had financing inflow of $0 and $500 from advances from related party, $0 and $15 from bank overdraft activity, respectively.

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

Capital Requirements and Liquidity Outlook

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

Going Concern

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

Our financial statements have been prepared assuming we will continue as a going concern. As disclosed in Note 2 to our financial statements, as of April 30, 2026, we had a net loss of $75,844 and an accumulated deficit of $5,772,715, a working capital deficiency of $4,508,072, and positive operating cash flows of $6,083, 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. Management's plans to alleviate substantial doubt are dependent upon obtaining additional financing and therefore cannot be considered probable of being effectively implemented.

Off-Balance Sheet Arrangements

As of April 30, 2026, we did not have any off-balance sheet arrangements.

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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.

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 are not limited to tax expense valuation allowances, and the assessment of the Company's ability to continue as a going concern. 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 April 30, 2026, include, but are not limited to:

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.

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.

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