OTC: VSBC

Recent Developments

Under new management, we have successfully transitioned proprietary patent technologies into mass-production know-how focused on allogeneic mesenchymal stem cell (MSC) processing derived from the maternal placenta. Management believes that internally reported testing has indicated materially higher exosome concentration levels compared with certain conventional MSC cultures; however, these findings have not been independently validated or reviewed by regulatory authorities. Leveraging this know-how, we intend to pursue development of a stem cell bank designed to operate in compliance with applicable FDA regulations.

Our research and development team has received multiple honors, including the 16th, 17th, and 18th Taiwan National Innovation Awards (2019–2021). The team has also participated in regenerative medicine initiatives sponsored by the Ministry of Science and Technology (Taiwan) from 2007 through 2020, including research on the mechanisms of human placenta-derived MSCs in various disease applications. These achievements underscore our scientific and technological foundation for advancing X.msc-related clinical applications in regenerative medicine.

Principal Products and Services

We focus on developing cell-based medical technologies for use in regenerative medicine, preventive health care, beauty, and anti-aging. Our work is based on a type of stem cell that we call X.msc, as well as exosome-based materials derived from these cells.

At this time, we do not sell any products or treatments for consumer use. Our current efforts are focused on research and development, improving our production process, and evaluating potential future applications. If we decide to create products for use by consumers or patients, we will first need to complete scientific testing and obtain all required regulatory approvals.

The scientific and technical descriptions contained in this Report are based primarily on historical research, know-how, and information provided by affiliated research collaborators and former management. We have not independently conducted material validation studies or incurred significant research and development expenditures during the periods presented. We are currently not conducting any research and the discussion below is based on historical information.

Our Research and Technology

The following descriptions are based on preliminary internal observations and historical research data that have not been independently validated or reviewed by regulatory authorities.

We believe that our research program gives us several advantages in developing cell-based technologies:

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Discovery of X.msc: We have identified and isolated a special type of mesenchymal stem cell, which we call X.msc.

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Safety: Early research suggests that X.msc do not promote tumor growth and appear to be safe for potential medical use.

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Purification Process: We have developed a process that helps us grow and purify X.msc so that each batch is consistent and uniform.

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Cell Viability: Laboratory results show that X.msc remain active longer and produce more exosomes than typical stem cells.

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Cell Stability: We can culture these cells through more than 25 generations while maintaining their natural stem-cell properties.

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Growth Medium: We use a proprietary growth formula that helps X.msc multiply efficiently and stay stable.

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Exosome Technology: We are developing exclusive exosome-based formulas that may be used in skin care, wound healing, or anti-inflammatory research.

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Research Applications: We are studying how X.msc may help with tissue repair, immune system balance, and inflammation control.

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Ethical Standards: All X.msc cells come from ethically obtained, non-embryonic human placental tissue. We comply with current ethical and legal standards for biomedical research.

Once we begin our research, it will be deemed in the early development stage. We have not yet completed the scientific testing or received the approvals that would be needed to sell any medical or consumer products. Any future products or treatments based on our technology would require review and authorization by the U.S. Food and Drug Administration (FDA) or similar agencies in other countries before they could be offered for sale.

Research and Development

Overview

We did not conduct any research and development (“R&D”) activities or incur R&D expenses during the fiscal years ended January 31, 2026, and 2025. However, we plan to explore and implement R&D programs in the future once sufficient funding becomes available. Our objective is to advance proprietary cell-based biomedical technologies, including our X.msc mesenchymal stem-cell platform and exosome-based formulations, with a focus on applications for regenerative medicine, preventive health, and functional wellness.

Future R&D efforts are expected to emphasize scientific validation, process optimization, and regulatory readiness as we seek to translate laboratory discoveries into practical applications.

Planned Focus Areas

Subject to the availability of financing and regulatory considerations, our anticipated future R&D initiatives may include the following areas:

1. Stem-Cell Isolation and Expansion

We may seek to further evaluate methods for isolating and expanding X.msc cells derived from ethically sourced, non-embryonic human placental tissue, with the objective of maintaining cell purity, stability, and reproducibility through extended culture generations.

2. Exosome Production and Characterization

We may pursue development of scalable methods intended to improve the yield, consistency, and characterization of exosomes derived from stem-cell cultures for potential future biomedical and wellness applications.

3. Formulation and Product Development

We may explore prototype formulations involving exosome-related materials and redox-balance concepts for possible future use in topical, injectable, nutraceutical, or wellness-oriented applications, subject to scientific validation and applicable regulatory requirements.

4. Process Automation and Quality Control

We may seek to develop standardized production and quality-control protocols designed to align with Good Tissue Practice (“GTP”) and Good Manufacturing Practice (“GMP”) principles in anticipation of potential future regulatory submissions or commercial activities.

As of the date of this Report, we have not submitted any applications to the U.S. Food and Drug Administration (“FDA”), initiated any clinical programs, or received authorization to market any regulated biomedical products.

Collaborations and Partnerships

We maintain relationships with affiliated research collaborators and industry contacts in Taiwan and other parts of Asia-Pacific that may support future development efforts. These relationships may provide access to laboratory infrastructure, technical expertise, and preliminary research data as our business strategy evolves.

In the future, we may also engage academic institutions, hospitals, contract research organizations (“CROs”), or commercial partners to support specialized testing, validation, manufacturing, or regulatory activities.

R&D Expenditures

We did not incur material research and development expenses during the fiscal years ended January 31, 2026, and January 31, 2025.

Future R&D expenditures, if any, will depend on the availability of financing, the scope of future development activities, regulatory requirements, and the timing of commercialization initiatives.

Intellectual Property and Data

As of the date of this filing, we do not own or hold any issued patents, registered trademarks, or other registered intellectual property rights. Our proprietary assets currently consist of trade secrets, technical know-how, and research data developed in connection with our exploratory initiatives.

We intend to pursue intellectual property protection in the future through patent and trademark filings once our product candidates and technologies reach a more advanced stage of development. Our strategy will focus on securing rights to key processes, formulations, and brand elements associated with our stem-cell and exosome technologies.

To protect our confidential information and technical data, we intend to use confidentiality and non-disclosure agreements with employees, consultants, advisors, and potential research or commercial partners. These agreements will be designed to safeguard our proprietary information, prevent unauthorized disclosure, and preserve our ability to seek formal intellectual property protection in the future.

We also plan to implement data protection and cybersecurity measures to ensure compliance with applicable privacy and data security regulations as our operations expand and as we begin to handle research data or potential patient information in connection with future clinical or pre-clinical activities.

Market Opportunity and Industry Background

Industry Overview

We operate within the global regenerative medicine and functional-wellness industry, which combines advances in cell biology, biotechnology, and preventive health. The regenerative-medicine market includes products and research focused on repairing or replacing damaged cells, tissues, and organs, while the nutraceutical and wellness segment focuses on enhancing physiological function and delaying age-related decline.

The worldwide regenerative-medicine market has grown rapidly over the past decade, driven by improvements in stem-cell science, exosome research, and biomaterial engineering. According to publicly available industry reports, the regenerative medicine market was estimated at approximately $48 billion in year 2025 and is projected grow to approximately $58 billion in 2026 to continue to expand at a double-digit compound annual growth rate as clinical adoption increases and regulatory frameworks mature. At the same time, global demand for preventive health and anti-aging solutions has surged as populations age and consumers become more health conscious.

Emerging Trends

Several trends are shaping our industry and creating opportunities for VitaSpring:

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Growth of Cell-Based Therapies – Advances in mesenchymal stem-cell (“MSC”) science and exosome applications are moving from experimental research to clinical and commercial development.

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Preventive and Personalized Medicine – Healthcare is shifting toward prevention and individualized treatment based on cellular diagnostics and targeted biological interventions.

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Regulatory Evolution – Governments in the United States and Asia are developing clearer pathways for cell-therapy and biologics approval, increasing investor confidence and accelerating commercialization timelines.

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Integration of Biotechnology and Aesthetics – The intersection between regenerative medicine and the beauty industry is expanding rapidly, particularly in skin repair and anti-inflammatory applications.

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Asia-Pacific Leadership – Countries such as Taiwan, Japan, and South Korea are at the forefront of stem-cell innovation, providing opportunities for collaboration and technology transfer.

Market Opportunity for VitaSpring

We believe VitaSpring is positioned to participate in these long-term growth trends by focusing on cell-based technologies that bridge biomedical research and functional wellness. We intend to develop an X.msc stem-cell platform and exosome formulations that will be designed to address multiple potential markets, including:

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Regenerative Medicine – Supplying allogeneic MSCs and exosome materials for use in research, clinical trials, and potential therapeutic development.

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Biomedical Research and Manufacturing Services – Providing contract cell-production, purification, and quality-control services to laboratories and hospitals that lack internal cell-processing capacity.

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Preventive Health and Anti-Aging – Developing future consumer-facing formulations derived from our exosome research for skincare and tissue-repair applications.

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Collaborative R&D – Partnering with universities, hospitals, and biotechnology firms to co-develop new cellular technologies and expand applications for our intellectual property.

Competitive Landscape

The regenerative medicine industry is highly fragmented and competitive, comprising early-stage research companies, established biotechnology firms, and university-affiliated laboratories. Competition is based on factors such as scientific credibility, intellectual property protection, manufacturing capability, clinical outcomes, and regulatory compliance.

We currently operate at an early development stage and face competition from both domestic and international companies pursuing stem-cell and exosome-based technologies. Many of these competitors have significantly greater financial, technical, and research resources, as well as established regulatory and commercial infrastructures.

Despite these challenges, we believe our emerging platform and development strategy may offer certain long-term advantages, including:

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Proprietary technical know-how related to cell culture, purification, and expansion processes that may enhance exosome yield and cell viability;

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Ethical sourcing protocols that utilize non-embryonic human placental tissue;

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Strategic relationships in Asia, a region recognized for leadership in regenerative medicine and cell-therapy innovation; and

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A long-term objective to establish a Good Tissue Practice (“GTP”)–compliant cell-production and storage facility to support future research and clinical applications.

As the industry evolves, we intend to differentiate ourselves through process reliability, scientific validation, and adherence to emerging international standards for quality and safety.

Outlook

The regenerative-medicine and functional health markets are expected to remain among the fastest-growing segments in the life-sciences industry. As research validation improves and regulatory frameworks mature, we believe opportunities will expand for companies like VitaSpring that can deliver scientifically credible, ethically sourced, and commercially scalable cell-based technologies.

Business Model and Revenue Strategy

The foregoing business objectives are preliminary and subject to substantial regulatory, operational, and financing risks.

We are building a biomedical platform that integrates cell-based science, regenerative medicine, and functional wellness. Our business model combines research-driven innovation with a long-term plan to develop, license, and commercialize proprietary technologies derived from our X.msc mesenchymal stem-cell and exosome programs. Because we remain in the development stage, we currently generate only limited revenue. Our strategy focuses on creating intellectual property, establishing production know-how, and forming partnerships that can translate our technologies into scalable commercial opportunities.

Business Model

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Research and Technology Development – We intend to invest in R&D to improve cell isolation, culture, and exosome production methods. Our near-term objective is to generate data and proprietary processes that can be licensed or used in future clinical and commercial programs.

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Contract Manufacturing and Research Services – We intend to pursue a production platform to offer cell-culture, purification, and testing services to third-party laboratories, hospitals, and research organizations that lack their own stem-cell facilities. These services may provide early revenue and industry exposure while advancing standardization of our technology.

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Product Commercialization and Licensing – Over the longer term, we intend to develop and license cell-based products, exosome formulations, and related wellness applications. We expect commercialization to occur through direct sales, distribution partnerships, or out-licensing arrangements once regulatory approvals are obtained.

Revenue Strategy

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Direct Product Sales: Sale of biomedical or wellness products, such as exosome-based formulations and stem-cell derivatives, subject to applicable regulatory clearances.

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Licensing and Royalties: Granting rights to use our cell lines, culture technology, or manufacturing processes in exchange for upfront fees and royalties on product sales.

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Contract Research and Manufacturing Fees: Providing laboratory and process-development services to third-party researchers and institutions for a fixed or milestone-based fee.

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Collaborative and Joint-Venture Revenue: Entering partnerships with academic, hospital, or commercial entities to co-develop specific applications, sharing both costs and revenues.

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Consulting and Technology Transfer: Offering technical expertise and training related to cell-culture and exosome manufacturing methods.

Pricing and Customer Approach

We anticipate a business-to-business (B2B) model, serving institutional and clinical clients rather than direct retail customers. Pricing for products or services will be based on the complexity of manufacturing, exclusivity of technology, and market benchmarks within the regenerative-medicine industry. We intend to maintain flexibility to accommodate long-term partnerships and regional licensing arrangements.

Long-Term Objectives

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Establish VitaSpring as a recognized supplier of ethically sourced, high-quality stem-cell materials.

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Build a diversified revenue base through product sales, service income, and licensing fees.

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Leverage partnerships in Asia, Europe, and North America to expand market access.

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Achieve sustainable profitability while maintaining regulatory compliance and scientific integrity.

Strategic Partnerships and Alliances

We are still in the development stage and continue to build our network of collaborations and strategic alliances. At this time, we have not established any formal partnerships in North America, but we maintain affiliations and research relationships in Taiwan and other parts of Asia. These relationships provide access to laboratory facilities, scientific expertise, and collaborative opportunities in regenerative-medicine research. We plan to form strategic partnerships with universities, hospitals, contract manufacturers, and biotechnology firms to accelerate development, streamline regulatory compliance, and expand market reach. We expect these alliances to play an important role in scaling our X.msc and exosome technologies, supporting clinical validation, and creating distribution channels for future biomedical and wellness products.

Competitive Landscape

The regenerative-medicine and biotechnology industries are highly competitive and characterized by rapid innovation, scientific advancement, and evolving regulation. We intend to compete with both early-stage biotechnology firms and established life-science companies engaged in stem-cell and exosome research. Key competitive factors include scientific credibility, cell-production quality, intellectual-property protection, cost efficiency, and regulatory compliance. Many of our competitors have greater financial, technical, and marketing resources than we do.

Regulatory Matters

Our operations will be subject to domestic and international laws and regulations governing biomedical research, cell storage, and manufacturing. Although we are not yet producing or selling products that require regulatory approval from the U.S. Food and Drug Administration (“FDA”), we intend to align our procedures with Good Tissue Practice (GTP) and Good Manufacturing Practice (GMP) standards to prepare for future regulatory submissions. As we expand internationally, we may also be subject to laws relating to biological exports, clinical-trial oversight, and biotechnology transfer. We will implement appropriate compliance systems and oversight mechanisms prior to the commercial launch of any regulated products.

Employees and Human Capital Resources

As of January 31, 2026, we had no full-time employees other than our sole executive who holds all of our officer positions. Our operations are currently conducted by a network of contractors, consultants, scientists, and research partners who support our technical and administrative needs. As we progress toward commercialization, we intend to expand our organization by hiring key personnel in the areas of research and development, quality assurance, regulatory affairs, and business development. We plan to recruit individuals with biomedical, biotechnology, and cell-science experience, and to build a culture that values technical excellence, collaboration, and integrity.

Recruitment and Retention

We believe our ability to attract and retain talent will be critical to our success. We aim to maintain a work environment that emphasizes scientific curiosity, teamwork, and respect, while offering competitive compensation, professional growth opportunities, and a mission-driven culture focused on improving health and wellness through biotechnology. When we obtain the necessary capital and expand, we plan to establish programs that promote employee development, inclusion, and ethical conduct. We expect to retain qualified professionals by offering engaging research opportunities, clear advancement paths, and a collaborative culture that encourages innovation and accountability.

Legal Proceedings

We are not currently subject to any legal proceedings. See Item 3. Legal Proceedings for information related to our former officers and director.

Facilities

Our facilities are discussed in Item 2.

Seasonality

None.

Available Information

Our filings with the Securities and Exchange Commission (“SEC”) are available at www.sec.gov. These filings include annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, as well as any amendments thereto. We make these filings available free of charge on our website as soon as reasonably practicable after filing with the SEC.