{"url_path":"/sec/cik-0001697884/10-k/2026/item-13","section_key":"item-13","section_title":"Item 13 Certain Relationships and Related Transactions, and Director Independence.**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-17","source_url":"https://www.sec.gov/Archives/edgar/data/1697884/0001640334-26-001082-index.html","accession_number":"0001640334-26-001082","cik":"0001697884","ticker":null,"issuer_name":"VITASPRING BIOMEDICAL CO. LTD.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1697884/0001640334-26-001082-index.html","primary_entity_key":"0001697884","primary_entity_name":"VITASPRING BIOMEDICAL CO. LTD."},"word_count":338,"has_tables":true,"body_markdown":"**Item 13. Certain Relationships and Related Transactions, and Director Independence.**\n\n \n\nWe do not currently have a formal written policy for the review, approval, or ratification of related party transactions. As of the date of this filing, our sole director and principal executive officer is Ms. Ssu-Chuan Lai.\n\n \n\n**Advances from Related Party**\n\n \n\nDuring the years ended January 31, 2026, and 2025, we received advances totaling $4,500 and $14,934 from Cheng-Hsiang Kao, our former Chief Executive Officer and a major shareholder, in addition the operating expenses of $223,378 and $369,689 were paid on our behalf, respectively. These advances are unsecured, non-interest bearing, and payable on demand. As of January 31, 2026, and 2025, the total amount of shareholder advances outstanding was $1,037,983 and $810,105, respectively.\n\n \n\n \n\n30\n\n*Table of Contents*\n\n \n\n**Due to Related Party**\n\n \n\nHistorically, we sourced certain inventory and materials exclusively from a vendor wholly owned by shareholders who collectively hold more than 20% of our outstanding common shares as of January 31, 2026. These shareholders are also family members of our former Chairman. As of January 31, 2026, and 2025, amounts due to this related party totaled $2,411,000 and are disclosed in Accounts Payable – related party on the balance sheets. On May 18, 2026, we entered into a deferred payment agreement with a related party for the accounts payable amount. Both parties agreed to defer collection efforts for a period of twenty-four (24) months from May 18, 2026\n\n \n\n**Director Independence**\n\n \n\nAs of the date of this filing, our Board of Directors consists of a single individual, Ms. Ssu-Chuan Lai. We are not listed on a national securities exchange and are therefore not subject to any listing requirements requiring independent directors. We have assessed independence using the standards set forth under Rule 5605(a)(2) of the Nasdaq Listing Rules and determined that Ms. Lai does not qualify as an independent director. As a result, our Board currently lacks independent representation.\n\n \n\nWe intend to consider appointing one or more independent directors in the future as part of our corporate governance initiatives."}