Quarterly Report for Quarter Ending October 31, 2025 (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 nine months ended October 31, 2025, and 2024, 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 October 31, 2025, 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 three and nine months ended October 31, 2025, which are included herein.

Our operating results for the nine months ended October 31, 2025, and 2024 and the changes between those periods for the respective items are summarized as follows.

4

For the three months ended October 31, 2025, compared to the three months ended October 31, 2024

		Three Months Ended
		October 31
		2025				2024				Changes
Revenues		$	-			$	-			$	-
Operating expenses			135,733				117,927				17,806
Loss from operations			(135,733	)			(117,927	)			(17,806	)
Provision for income tax expense			(6,785	)			(78,365	)			71,580
Net loss		$	(142,518	)		$	(196,292	)		$	53,774

Revenue

We generated no revenue during the three months ended October 31, 2025, and 2024, respectively. We are currently focusing on restructuring our product strategy and developing long-term partnerships rather than pursuing short-term sales.

Operating Expenses

Operating expenses were $135,733 for the three months ended October 31, 2025, compared with $117,927 for the three months ended October 31, 2024. For the three months ended October 31, 2025, and 2024, the operating expenses were primarily attributed to professional fees of $69,910 and $26,357, stock-based compensation of $0 and $27,477, salary and related expenses of $57,813 and $57,813, depreciation of $2,489 and $2,489 and general and administrative expenses of $5,521 and $3,791, respectively.

Provision for Income Taxes Expenses

We did not record a current income tax provision on our operating losses for the three months ended October 31, 2025, and 2024, due to our net operating loss position and a full valuation allowance against deferred tax assets.

However, during the three months ended October 31, 2025, and 2024, we recognized $6,785 and $78,365, respectively, in 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.

Net Loss

We had a net loss of $142,517 for the three months ended October 31, 2025, and $196,292 for the three months ended October 31, 2024. The decrease in net loss of $53,775 was primarily due to lower operating expenses, including reductions in stock-based compensation, and provision for income tax expenses offset by an increase in professional fees and general and administrative costs.

For the nine months ended October 31, 2025, compared to the nine months ended October 31, 2024

		Nine Months Ended
		October 31
		2025				2024				Changes
Revenues		$	-			$	-			$	-
Operating expenses			303,947				553,420				(249,473	)
Loss from operations			(303,947	)			(553,420	)			249,473
Provision for income tax expense			(29,957	)			(78,365	)			48,408
Net loss		$	(333,904	)		$	(631,785	)		$	297,881

Revenue

We generated no revenue during the nine months ended October 31, 2025, and 2024, respectively. We are currently focusing on restructuring our product strategy and developing long-term partnerships rather than pursuing short-term sales.

5

Operating Expenses

Operating expenses were $303,947 for the nine months ended October 31, 2025, compared with $553,420 for the nine months ended October 31, 2024. For the nine months ended October 31, 2025, and 2024, the operating expenses were primarily attributed to professional fees of $108,610 and $116,707, stock-based compensation of $0 and $109,911, lease expenses of $0 and $105,171, salary and related expenses of $173,438 and $194,229, depreciation of $7,468 and $7,468 and general and administrative expenses of $14,431 and $19,935, respectively.

Provision for Income Taxes Expenses

We did not record a current income tax provision on our operating losses for the nine months ended October 31, 2025, and 2024, due to our net operating loss position and a full valuation allowance against deferred tax assets.

However, during the nine months ended October 31, 2025, and 2024, we recognized $29,957 and $78,365, 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 $333,904 for the nine months ended October 31, 2025, and $631,785 for the nine months ended October 31, 2024. The decrease in net loss of $297,881 was primarily due to lower operating expenses, including reductions in professional fees, lease expenses, stock-based compensation, salaries and related expenses, general and administrative costs and provision for income tax expenses.

Balance Sheet Data

Liquidity and Capital Resources

The following table summarizes our changes in working capital deficiency as of October 31, 2025, and January 31, 2025.

		October 31				January 31,
		2025				2025				Change
Current assets		$	9,827			$	272			$	9,555
Current liabilities		$	4,365,569			$	4,029,578			$	335,991
Working capital (deficiency)		$	(4,355,742	)		$	(4,029,306	)		$	(326,436	)

As of October 31, 2025, and January 31, 2025, current assets were comprised of $1,960 and $272 in cash, $7,698 and $0 in prepaid expenses, $169 and $0 in other receivable, respectively.

As of October 31, 2025, and January 31, 2025, current liabilities were comprised of $2,411,000 and $2,411,000 in accounts payable - related party, $609,352 and $494,751 in accounts payable and other payables, $342,879 and $313,722 in income tax and franchise tax expenses payable and $1,002,338 and $810,105 in advances from related party, respectively.

Our working capital deficiency increased by $326,436, or 8.10%, to $4,355,742 as of October 31, 2025, compared to working capital deficiency of $4,029,306 as of January 31, 2025. The increase was primarily attributable to an increase in advances from related party, income tax payable, accounts payable and other payables. Advances paid directly by related parties on our behalf for operating expenses are reflected as operating activities, while cash proceeds received directly from related parties are classified as financing activities. A substantial portion of our liabilities 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 our current financial condition, there can be no assurance that we will be able to continue operations absent additional capital. We may be required to significantly curtail or cease operations if financing is not obtained in the near term.

6

The income tax payable balance of $342,879 as of October 31, 2025, primarily relates to historical tax liabilities incurred in prior periods. We did not record a current income tax provision on operating losses due to our net operating loss position and a full valuation allowance. During the nine months ended October 31, 2025, and 2024, we recognized $29,957 and $78,365, respectively, in interest and penalties on historical income tax obligations 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 nine months ended October 31, 2025, and 2024:

		Nine Months Ended
		October 31
		2025				2024				Change
Cash used in operating activities		$	(2,812	)		$	(12,885	)		$	10,073
Cash provided by financing activity		$	4,500			$	14,934			$	(10,434	)
Net change in cash		$	1,688			$	2,049			$	(361	)

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

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

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

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For the nine months ended October 31, 2025, net cash flows used in operating activities was $2,812, consisting of a net loss of $333,904, reduced by depreciation expense of $7,468, advances from related party for operating expenses of $187,733, income tax expenses payable of $29,157 and a net change in working capital of $106,734.

For the nine months ended October 31, 2024, net cash flows used in operating activities was $12,885, consisting of a net loss of $631,785, reduced by depreciation expense of $7,468, advances from related party for operating expenses of $335,999, non-cash lease expenses of $89,652, stock-based compensation of $109,911, income tax expenses payable of $78,365 and increased by a net change in working capital of $2,495.

Cash Flows from Investing Activities

We had no investing activities during the nine months ended October 31, 2025, and 2024.

Cash Flows from Financing Activity

During the nine months ended October 31, 2025, and 2024, we had financing inflow of $4,500 and $14,934 from advances from related party, respectively.

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

7

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 October 31, 2025, we had a net loss of $333,904 and an accumulated deficit of $5,615,407, a working capital deficiency of $4,355,742, and negative operating cash flow of $2,812, 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 we 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 October 31, 2025, 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.

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, income tax valuation allowances and the assessment of our 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 income tax valuation allowances and the going concern assessment.

8

Significant estimates and assumptions reflected in the financial statements for the quarter ended October 31, 2025, 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, we have 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.