{"url_path":"/sec/cik-0001697884/10-k/2026/item-8","section_key":"item-8","section_title":"Item 8 Financial Statements and Supplementary Data.**","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":5830,"has_tables":true,"body_markdown":"**Item 8. Financial Statements and Supplementary Data.**\n\n \n\n**INDEX TO FINANCIAL STATEMENTS**\n\n \n\n[Report of Independent Registered Public Accounting Firm ](#report)(PCAOB ID: 6723)\n\n \n\nF-1\n\n \n\n \n\n \n\n \n\n[Balance Sheets as of January 31, 2026, and 2025](#bs)\n\n \n\nF-2\n\n \n\n \n\n \n\n \n\n[Statements of Operations for the years ended January 31, 2026, and 2025](#soo)\n\n \n\nF-3\n\n \n\n \n\n \n\n \n\n[Statement of Changes in Stockholders’ Deficit for the years ended January 31, 2026, and 2025](#defic)\n\n \n\nF-4\n\n \n\n \n\n \n\n \n\n[Statements of Cash Flows for the years ended January 31, 2026, and 2025](#cf)\n\n \n\nF-5\n\n \n\n \n\n \n\n \n\n[Notes to the Financial Statements](#notes)\n\n \n\nF-6 - F-14\n\n \n\n \n\n \n\n24\n\n*Table of Contents*\n\n  \n\n \n\n \n\n**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**\n\n \n\n**The Board of Directors and Stockholders of**\n\n**VitaSpring Biomedical Co. Ltd.  **\n\n5225 Canyon Crest Drive,\n\nSuite 71-825,\n\nRiverside,\n\nCA 92507\n\n \n\nOpinion on the Financial Statements\n\n \n\nWe have audited the accompanying balance sheets of VitaSpring Biomedical Co. Ltd. (the “Company”) as of January 31, 2026 and 2025, and the related statements of operations, statements of changes in stockholders’ deficit, and statements of cash flows for each of the years in the two-year period ended January 31, 2026, and 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of January 31, 2026 and 2025, and the results of its operations and its cash flows for each of the years in the two-year period ended January 31, 2026 and 2025, in conformity with the accounting principles generally accepted in the United States of America.\n\n \n\nSubstantial Doubt About the Entity’s Ability to Continue as a Going Concern\n\n \n\nThe accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company incurred a net loss of $415,368, an accumulated deficit of $5,696,871 and negative cash flows from operating activities amounting to $2,688 for year ended January 31, 2026. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.\n\n \n\nBasis for Opinion\n\n \n\nThese financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\n \n\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.\n\n \n\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\n\n \n\nCritical Audit Matters\n\n \n\nCritical audit matters communicated are matters arising from current period audit of the financial statements that were communicated or required to be communicated to the Board of Directors (or Those Charged with Governance) and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. We determined that there are no critical audit matters.\n\n \n\n \n\n \n\nJP CENTURION & PARTNERS PLT\n\n \n\n \n\nWe have served as the Company’s auditor since 2025. \n\n \n\n \n\nKuala Lumpur, Malaysia\n\n \n\n \n\n \n\nJune 17, 2026\n\n \n\n \n\n \n\n PCAOB ID: 6723\n\n  \n\n \n\nF-1\n\n*Table of Contents*\n\n \n\n \n\n**VITASPRING BIOMEDICAL CO., LTD.**\n\n**BALANCE SHEETS**\n\n \n\n \n\n \n\nJanuary 31\n\n \n\n \n\nJanuary 31\n\n \n\n \n\n \n\n2026\n\n \n\n \n\n2025\n\n \n\n**ASSETS**\n\n \n\n \n\n \n\n \n\n \n\n \n\nCURRENT ASSETS\n\n \n\n \n\n \n\n \n\n \n\n \n\nCash\n\n \n$2,084\n \n\n \n$272\n \n\nPrepaid expenses\n\n \n\n \n\n8,443\n\n \n\n \n\n \n\n-\n\n \n\nTotal current assets\n\n \n\n \n10,527\n \n\n \n\n \n272\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nLONG-TERM ASSET\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nEquipment and vehicle, net\n\n \n\n \n4,149\n \n\n \n\n \n14,106\n \n\nTotal long-term asset\n\n \n\n \n4,149\n \n\n \n\n \n14,106\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nTotal assets\n\n \n$14,676\n \n\n \n$14,378\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n**LIABILITIES AND STOCKHOLDERS' DEFICIT**\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nCURRENT LIABILITIES\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nAccounts payable - related party\n\n \n$2,411,000\n \n\n \n$2,411,000\n \n\nAccounts payable and other payables\n\n \n\n \n652,027\n \n\n \n\n \n494,751\n \n\nIncome tax payable\n\n \n\n \n344,234\n \n\n \n\n \n313,722\n \n\nAdvances from related party\n\n \n\n \n1,037,983\n \n\n \n\n \n810,105\n \n\nTotal current liabilities\n\n \n\n \n4,445,244\n \n\n \n\n \n4,029,578\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nTotal liabilities\n\n \n\n \n4,445,244\n \n\n \n\n \n4,029,578\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nCOMMITMENTS AND CONTINGENCIES\n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nSTOCKHOLDERS' DEFICIT\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nCommon stock, $0.0001 par value, 500,000,000 shares authorized 207,030,030 shares issued and outstanding.\n\n \n\n \n20,703\n \n\n \n\n \n20,703\n \n\nAdditional paid-in capital\n\n \n\n \n1,245,600\n \n\n \n\n \n1,245,600\n \n\nAccumulated deficit\n\n \n\n \n(5,696,871)\n \n\n \n(5,281,503)\n\nTotal stockholders' deficit\n\n \n\n \n(4,430,568)\n \n\n \n(4,015,200)\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nTotal liabilities and stockholders' deficit\n\n \n$14,676\n \n\n \n$14,378\n \n\n \n\n*The accompanying notes are an integral part of these audited financial statements.*\n\n \n\n \n\nF-2\n\n*Table of Contents*\n\n \n\n**VITASPRING BIOMEDICAL CO., LTD.**\n\n**STATEMENTS OF OPERATIONS**\n\n \n\n \n\n \n\nYears Ended\n\n \n\n \n\n \n\nJanuary 31\n\n \n\n \n\n \n\n2026\n\n \n\n \n\n2025\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nRevenues\n\n \n$-\n \n\n \n$-\n \n\nCost of goods sold\n\n \n\n \n\n-\n\n \n\n \n\n \n\n-\n\n \n\nGross profit\n\n \n\n \n\n-\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nOperating Expenses\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nSelling, general and administrative expenses\n\n \n\n \n385,411\n \n\n \n\n \n679,914\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nLoss from operations\n\n \n\n \n(385,411)\n \n\n \n(679,914)\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nNet loss from operations before provision for income taxes\n\n \n\n \n(385,411)\n \n\n \n(679,914)\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nProvision for income tax expense\n\n \n\n \n(29,957)\n \n\n \n(95,008)\n\nNet loss\n\n \n$(415,368)\n \n$(774,922)\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nNet loss per share: Basic and diluted\n\n \n\n \n(0.00)\n \n\n \n(0.00)\n\nWeighted average number of shares outstanding: Basic and diluted\n\n \n\n \n207,030,030\n \n\n \n\n \n207,030,030\n \n\n \n\n*The accompanying notes are an integral part of these audited financial statements.*\n\n \n\n \n\nF-3\n\n*Table of Contents*\n\n \n\n**VITASPRING BIOMEDICAL CO., LTD.**\n\n**STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT**\n\n**FOR THE YEARS ENDED JANUARY 31, 2026, AND 2025**\n\n \n\n \n\n \n\n**Common Stock**\n\n \n\n \n\n**Additional**\n\n \n\n \n\n \n\n \n\n \n\n**Total**\n\n \n\n \n\n \n\n**Number of shares**\n\n \n\n \n\n**Amount**\n\n \n\n \n\n**Paid-in Capital**\n\n \n\n \n\n**Accumulated Deficit**\n\n \n\n \n\n**Shareholders’ Deficit**\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nBalance, January 31, 2024\n\n \n\n \n207,030,030\n \n\n \n$20,703\n \n\n \n$1,135,689\n \n\n \n$(4,506,581)\n \n$(3,350,189)\n\nStock-based compensation\n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n109,911\n \n\n \n\n \n-\n \n\n \n\n \n109,911\n \n\nNet loss\n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n(774,922)\n \n\n \n(774,922)\n\nBalance, January 31, 2025\n\n \n\n \n207,030,030\n \n\n \n\n \n20,703\n \n\n \n\n \n1,245,600\n \n\n \n\n \n(5,281,503)\n \n\n \n(4,015,200)\n\nNet loss\n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n(415,368)\n \n\n \n(415,368)\n\nBalance, January 31, 2026\n\n \n\n \n207,030,030\n \n\n \n$20,703\n \n\n \n$1,245,600\n \n\n \n$(5,696,871)\n \n$(4,430,568)\n\n \n\n*The accompanying notes are an integral part of these audited financial statements.*\n\n \n\n \n\nF-4\n\n*Table of Contents*\n\n \n\n**VITASPRING BIOMEDICAL CO., LTD.**\n\n**STATEMENTS OF CASH FLOWS**\n\n \n\n \n\n \n\nYears Ended\n\n \n\n \n\n \n\nJanuary 31\n\n \n\n \n\n \n\n2026\n\n \n\n \n\n2025\n\n \n\nCASH FLOWS FROM OPERATING ACTIVITIES\n\n \n\n \n\n \n\n \n\n \n\n \n\nNet loss\n\n \n$(415,368)\n \n$(774,922)\n\nAdjustments to reconcile net loss to net cash used in operating activities:\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nDepreciation expense\n\n \n\n \n9,957\n \n\n \n\n \n9,957\n \n\nNon-cash lease expense\n\n \n\n \n-\n \n\n \n\n \n89,652\n \n\nStock-based compensation\n\n \n\n \n-\n \n\n \n\n \n109,911\n \n\nChanges in assets and liabilities:\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nPrepaid expenses\n\n \n\n \n\n(8,443\n\n)\n\n \n\n \n\n-\n\n \n\nDeposits\n\n \n\n \n-\n \n\n \n\n \n23,614\n \n\nAccounts payable and other payables\n\n \n\n \n157,276\n \n\n \n\n \n155,750\n \n\nChange in operating lease liability\n\n \n\n \n-\n \n\n \n\n \n(93,334)\n\nIncome tax and franchise tax expenses\n\n \n\n \n30,512\n \n\n \n\n \n95,008\n \n\nAdvances from related party for operating expenses\n\n \n\n \n223,378\n \n\n \n\n \n369,689\n \n\nNet cash used in operating activities\n\n \n\n \n(2,688)\n \n\n \n(14,675)\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nCASH FLOWS FROM FINANCING ACTIVITY\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nAdvances from related party\n\n \n\n \n4,500\n \n\n \n\n \n14,934\n \n\nNet cash provided by financing activity\n\n \n\n \n4,500\n \n\n \n\n \n14,934\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nNet change in cash\n\n \n\n \n1,812\n \n\n \n\n \n259\n\nCash at beginning of period\n\n \n\n \n272\n \n\n \n\n \n13\n \n\nCash at end of period\n\n \n$2,084\n \n\n \n$272\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nSupplemental cash flow disclosures:\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nIncome taxes paid\n\n \n$-\n \n\n \n$-\n \n\nInterest expense paid\n\n \n$-\n \n\n \n$-\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nNon-cash investing and financing activities\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nStock-based compensation for restricted common shares\n\n \n$-\n \n\n \n$109,911\n \n\n \n\n*The accompanying notes are an integral part of these audited financial statements.*\n\n \n\n \n\nF-5\n\n*Table of Contents*\n\n \n\n**VITASPRING BIOMEDICAL CO., LTD.**\n\n**Notes to Financial Statements**\n\n**January 31, 2026, and 2025**\n\n \n\n**Note 1 – ORGANIZATION AND NATURE OF BUSINESS**\n\n \n\nVitaSpring Biomedical Co., Ltd. (formerly Shemn Corp.) (“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.\n\n \n\n**Note 2 – GOING CONCERN**\n\n \n\nThe 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 January 31, 2026, the Company had cash of $2,084, total current assets of $10,527, and total current liabilities of $4,445,244, resulting in a working capital deficit of $4,434,717. The Company incurred a net loss of $415,368 and negative cash flows from operating activities of $2,688 for the year ended January 31, 2026. The Company also has an accumulated deficit of $5,696,871 as of January 31, 2026.\n\n \n\nThe Company’s minimal cash balance, recurring operating losses, and significant working capital deficit raises substantial doubt about its ability to continue as a going concern within one year after the date that 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.\n\n \n\nThe financial statements do not include any adjustments that might result from the outcome of this uncertainty.\n\n \n\n**Note 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**\n\n \n\n**Basis of presentation**\n\n \n\nThe accompanying financial statements have been prepared in accordance with GAAP. The Company’s year-end is January 31.\n\n \n\n**Segment Reporting**\n\n \n\nThe 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.\n\n \n\nThe 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.\n\n \n\nThe Company’s historical operations were conducted in a single line of business, and substantially all long-lived assets are located in the United States. Accordingly, no additional segment disclosures are required. \n\n \n\n \n\nF-6\n\n*Table of Contents*\n\n \n\n \n\n**Use of Estimates**\n\n \n\nThe preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses, and disclosure of contingent assets and liabilities at the date the financial statements including, but not limited to, tax expense valuation allowances, and the assessment of our ability to continue as a going concern. Actual results could differ from those estimates.\n\n \n\n**Cash and Cash Equivalents**\n\n \n\nThe Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Company had cash of $2,084 and $272 and had no cash equivalents as of January 31, 2026, and 2025, respectively.\n\n \n\n**Prepaid Expenses**\n\n \n\nPrepaid expenses are recorded at cost, net of amortization.  \n\n \n\n**Impairment of Long-lived Assets**\n\n \n\nLong-lived assets with finite lives, primarily property and equipment, 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 years ended January 31, 2026, and 2025.\n\n \n\n**Equipment and Vehicle, Depreciation, Amortization*** **and Capitalization***\n\n \n\nEquipment and vehicle 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 vehicle 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).\n\n \n\nDuring the years ended January 31, 2026, and 2025, the Company recognized depreciation of $9,957 and $9,957, respectively.\n\n \n\nAs of January 31, 2026, and 2025, vehicle and equipment consisted of the following:\n\n \n\n \n\n \n\nJanuary 31,\n\n \n\n \n\nJanuary 31,\n\n \n\n \n\n \n\n2026\n\n \n\n \n\n2025\n\n \n\nVehicle\n\n \n$49,785\n \n\n \n$49,785\n \n\nFurniture and equipment\n\n \n\n \n19,741\n \n\n \n\n \n19,741\n \n\nComputer\n\n \n\n \n3,471\n \n\n \n\n \n3,471\n \n\n \n\n \n\n \n72,997\n \n\n \n\n \n72,997\n \n\nAccumulated depreciation\n\n \n\n \n(58,399)\n \n\n \n(48,442)\n\nAccumulated impairment\n\n \n\n \n(10,449)\n \n\n \n(10,449)\n\nTotal vehicle and equipment, net\n\n \n$4,149\n \n\n \n$14,106\n \n\n \n\n \n\nF-7\n\n*Table of Contents*\n\n \n\n \n\n**Accounts Payable**\n\n \n\nThe 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.\n\n \n\nThe 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. \n\n \n\nAll accounts payable presented as of January 31, 2026, and 2025, are classified as current liabilities. The Company did not incur any material interest or penalties on past due balances during the periods presented.\n\n \n\nOn May 18, 2026, we entered into a written deferred payment agreement with a related party with respect to our $2,411,000 of accounts payable owed to that related party, under which the related party agreed to defer collection efforts for a period of twenty-four (24) months commencing May 18, 2026 and not to demand repayment of the outstanding balance during that period. Notwithstanding this deferral, substantial doubt about our ability to continue as a going concern continues to exist because we do not have sufficient cash to fund our operating expenditure over the next twelve months without additional financing.\n\n \n\n**Fair Value of Financial Instruments**\n\n \n\nASC 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.\n\n \n\nThese tiers include:\n\n \n\nLevel 1:\n\ndefined as observable inputs such as quoted prices in active markets;\n\nLevel 2:\n\ndefined as inputs other than quoted prices in active markets that are either directly or indirectly observable;\n\nLevel 3:\n\ndefined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.\n\n \n\nThe carrying value of cash and the Company’s advances from related party approximates its fair value due to their short-term maturity.\n\n \n\n**Income Taxes**\n\n \n\nThere 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.\n\n \n\nThe 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. \n\n \n\nThe 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. \n\n \n\n \n\nF-8\n\n*Table of Contents*\n\n \n\n \n\nThe 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.\n\n \n\nThe income tax payable balance of $344,234 and $313,722 as of January 31, 2026, and 2025, primarily relates to historical tax liabilities incurred in prior periods and franchise tax expenses. During the year ended January 31, 2026, and 2025, the Company recognized $29,957 and $95,008 interest and penalty associated with historical tax obligation relating to fiscal year 2022, respectively. In accordance with ASC 740-10-45-25, these amounts are classified as income tax expense in our statements of operations.\n\n \n\n**Revenue Recognition**\n\n \n\n The Company recognizes revenue from its contracts with customers in accordance with *ASC 606 – Revenue from Contracts with Customers. *The Company recognizes revenues when satisfying the performance obligation of the associated contract that reflects the consideration expected to be received based on the terms of the contract.\n\n \n\nRevenue related to contracts with customers is evaluated utilizing the following steps:\n\n \n\n \n\n(i)\n\nIdentify the contract, or contracts, with a customer;\n\n \n\n(ii)\n\nIdentify the performance obligations in the contract;\n\n \n\n(iii)\n\nDetermine the transaction price;\n\n \n\n(iv)\n\nAllocate the transaction price to the performance obligations in the contract;\n\n \n\n(v)\n\nRecognize revenue when the Company satisfies a performance obligation.\n\n \n\nThe Company did not generate any revenue during the years ended January 31, 2026, and 2025 and currently does not have active revenue-generating operations.\n\n \n\n**Basic (Loss) Income Per Share**\n\n \n\nThe Company computes (loss) income per share in accordance with FASB ASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net (loss) income available to common shareholders by the weighted average number of outstanding common shares during the year.\n\n \n\nDiluted (loss) income per share gives effect to all dilutive potential common shares outstanding during the year. Dilutive loss per share excludes all potential common shares when their inclusion would be anti-dilutive.\n\n \n\nThe Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding, as of January 31, 2026, and 2025.\n\n \n\n**Comprehensive Income (Loss)**\n\n \n\nComprehensive income (loss) is defined as all changes in stockholders’ equity (deficit), exclusive transactions with owners, such as capital investments. Comprehensive income (loss) includes net income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on investments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. As of January 31, 2026, and 2025, there were no differences between the Company’s comprehensive loss and net loss. \n\n \n\n \n\nF-9\n\n*Table of Contents*\n\n \n\n \n\n**Stock-Based Compensation**\n\n \n\nThe 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.\n\n \n\nThe fair value of stock-based grant awards is estimated using the fair value of the Company’s most recent historical transaction with third parties. 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.\n\n \n\n**Foreign Currency Translation**\n\n \n\nThe 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 the statement of operations.\n\n \n\n**Leases**\n\n \n\nThe Company accounts for leases in accordance with ASC Topic 842. The Company’s non-cancelable office lease commenced August 2021 and expired July 2024. As of January 31, 2026, and 2025, the Company had no ROU assets, no lease liabilities, and no remaining lease obligations or contingencies. See Note 6. \n\n \n\n**Recently Issued Accounting Pronouncements**\n\n \n\nIn 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 fiscal year ending January 31, 2026. The Company has adopted ASU 2023-09 and will apply the standard prospectively.\n\n \n\nIn accordance with ASC 740-10-45-25, the decision as to whether to classify interest expenses related to income taxes as a component of income tax expense or interest expense is an accounting policy election. Penalties are also allowed to be classified as a component of income tax expense or another expense classification (e.g., selling, general and administrative expense) depending on the reporting entity’s accounting policy. The Company disclosed interest and penalty associated with historical tax obligations relating to fiscal year 2022, as income tax expenses.\n\n \n\nIn 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.\n\n \n\nIn 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.\n\n \n\n \n\nF-10\n\n*Table of Contents*\n\n \n\n \n\nIn 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 related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise 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 January 31, 2027. The Company is currently evaluating the impacts of the adoption of ASU 2025-05 on the Consolidated Financial Statements.\n\n \n\nIn December 2025, the FASB issued ASU 2025-12, “Codification Improvements”, which makes minor corrections, clarifications, and enhancements across the FASB Accounting Standards Codification. ASU2025-12 is effective for the Company for its fiscal year and all interim periods beginning February 1, 2027, on a prospective basis. Early adoption is permitted. The Company is evaluating the impact that the updated standard will have on its financial statement disclosures.\n\n \n\nThe 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.\n\n \n\n**Note 4 – RELATED PARTY TRANSACTIONS AND BALANCES**\n\n \n\n**Advances from Related Party**\n\n \n\nDuring the years ended January 31, 2026, and 2025, the Company received advances totaling $4,500 and $14,934, from Cheng-Hsiang Kao, the Company’s former Chief Executive Officer and a major shareholder, in addition the operating expenses of $223,378 and $369,689 were paid on behalf of the Company, 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**Due to Related Party**\n\n \n\nIn prior years, the Company sourced 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 January 31, 2026. This shareholder is also family members of the Company’s Chairman. As of January 31, 2026, and 2025, amounts due to this related party totalled $2,411,000 and are disclosed in Accounts Payable – related party on the balance sheets.\n\n \n\nAs of January 31, 2026, and 2025, 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. \n\n \n\nOn May 18, 2026, the Company entered into a deferred payment agreement with a related party., Both parties agreed to defer collection efforts for a period of twenty-four (24) months from May 18, 2026, and the related party will not demand immediate repayment of the outstanding balance. No assurance can be provided that related parties will continue to provide financial support or refrain from demanding repayment.\n\n \n\nThe 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.”\n\n \n\n**Note 5 – EQUITY**\n\n \n\n**Common Stock**\n\n \n\nThe number of authorized shares of common stock under the Certificate of Incorporation is 500,000,000, $0.0001 par value.\n\n \n\n \n\nF-11\n\n*Table of Contents*\n\n \n\n \n\nDuring the years ended January 31, 2026, and 2025, the Company did not issue any shares of common stock.\n\n \n\nThere were 207,030,030 shares of common stock issued and outstanding as of January 31, 2026, and 2025.\n\n \n\n**Stock-based compensation**\n\n \n\nThe 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.\n\n \n\nUnder 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.\n\n \n\n**Valuation of Stock-Based Compensation**\n\n \n\nStock-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.\n\n \n\n**Compensation costs**\n\n \n\nThe 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.\n\n \n\n131,901,600 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, and ended October 4, 2024.\n\n \n\nAs of January 31, 2025, all stock-based compensation cost related to non-vested awards had been fully recognized, and there was no remaining unrecognized compensation cost.\n\n \n\nFor the years ended January 31, 2026, and 2025, the Company recognized stock-based compensation of $0 and $109,911, respectively. \n\n \n\n**Note 6 – OPERATING LEASES**\n\n \n\nIn 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 ranging from $14,796 to $16,013 per month.  The lease commenced in August 2021 and expired in July 2024. The Company elected not to renew the lease. As of January 31, 2025, the lease had expired and no right-of-use asset or lease liability remained on the balance sheet. The Company has no remaining lease obligations or contingencies.\n\n \n\nThere were no lease transactions classified as finance leases for the years ended January 31, 2026, and 2025.\n\n \n\nThe table below summarizes the components of operating lease costs related to operating leases for the years ended January 31, 2026, and 2025.\n\n \n\n \n\nF-12\n\n*Table of Contents*\n\n \n\n \n\nThe components of lease expense were as follows:\n\n \n\n \n\n \n\nYears Ended\n\n \n\n \n\n \n\nJanuary 31,\n\n \n\n \n\n \n\n2026\n\n \n\n \n\n2025\n\n \n\nOperating lease cost\n\n \n$-\n \n\n \n$79,991\n \n\nVariable lease cost\n\n \n\n \n-\n \n\n \n\n \n19,180\n \n\nTotal lease cost\n\n \n$-\n \n\n \n$99,171\n \n\n \n\nSupplementary information on cash flow and other information for leasing activities for the years ended January 31, 2026, and 2025 are as follows:\n\n \n\n \n\n \n\n Years Ended\n\n \n\n \n\n \n\n January 31,\n\n \n\n \n\n \n\n2026\n\n \n\n \n\n2025\n\n \n\nCash paid for operating cash flows from operating leases\n\n \n$-\n \n\n \n$96,075\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nRemaining lease term - operating leases (year)\n\n \n\n \n-\n \n\n \n\n \n0.00\n \n\nDiscount rate — operating leases\n\n \n\n \n-\n \n\n \n\n \n10.00%\n\n \n\nSupplemental balance sheet information related to leases consists of:\n\n \n\nAs of January 31, 2026, and 2025, the operating lease right-of-use asset and operating lease liabilities were $0. \n\n \n\n**Note 7 – COMMITMENTS AND CONTINGENCIES**\n\n \n\n*Legal Proceedings*\n\n \n\nThe 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.    \n\n \n\nAs 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.\n\n \n\nAs of January 31, 2026, 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.\n\n \n\n**Note 8 – INCOME TAXES**\n\n \n\nThe Company did not record a current income tax provision on its operating losses for the years ended January 31, 2026, and 2025, due to its net operating loss position and a full valuation allowance against deferred tax assets. In accordance with ASC 740-10-45-25, the Company has elected to classify interest and penalties on income tax obligations as income tax expense. The income tax payable balance of $344,234 and $313,722 as of January 31, 2026, and 2025, primarily relates to historical tax liabilities incurred in prior periods and franchise tax expenses. During the years ended January 31, 2026, and 2025, the Company recognized $29,957 and $95,008, respectively, in interest and penalties on historical income tax obligations relating to fiscal year 2022. In addition, during the year ended January 31, 2026, the Company recognized $555 of interest and penalties related to the late payment of franchise tax, which is included in general and administrative expenses.\n\n \n\nDue to uncertainties surrounding the Company’s ability to generate future taxable income to realize deferred income tax assets arising as a result of net operating losses carried forward, the Company has not recorded any deferred income tax assets as of January 31, 2026. The Company has incurred a net operating loss (NOL) of $5,974,373.\n\n \n\n \n\nF-13\n\n*Table of Contents*\n\n \n\n \n\nFederal net operating loss carryforwards generated in tax years beginning after December 31, 2017, carry forward indefinitely; any net operating losses generated in earlier tax years expire 20 years after the year in which they were generated. The Company’s net operating loss carry forwards may be subject to annual limitations, which could eliminate, reduce or defer the utilization of the losses because of an ownership change as defined in Section 382 of the Internal Revenue Code.  The Company files U.S. federal and California state income tax returns, which remain subject to examination for the periods provided under the applicable statutes of limitations.\n\n \n\nThe provision for refundable federal income tax at 21% consists of the following for the periods ending:\n\n \n\n \n\n \n\nJanuary 31,\n\n \n\n \n\nJanuary 31,\n\n \n\n \n\n \n\n2026\n\n \n\n \n\n2025\n\n \n\nNet Operating Loss\n\n \n$(385,411)\n \n$(679,914)\n\nStatutory federal income tax rate\n\n \n\n \n21%\n \n\n \n21%\n\nIncome Tax expense\n\n \n\n \n(80,936)\n \n\n \n(142,782)\n\nLess: valuation allowance\n\n \n\n \n80,936\n \n\n \n\n \n142,782\n \n\nIncome Tax expense\n\n \n$-\n \n\n \n$-\n \n\n \n\nNet deferred tax assets consist of the following components as of January 31, 2026, and 2025:\n\n \n\n \n\n \n\nJanuary 31,\n\n \n\n \n\nJanuary 31,\n\n \n\n \n\n \n\n2026\n\n \n\n \n\n2025\n\n \n\nNet operating carryforward\n\n \n$5,974,373\n \n\n \n$5,588,962\n \n\nStatutory federal income tax rate\n\n \n\n \n21%\n \n\n \n21%\n\nTax benefit of net operating loss carryforward\n\n \n\n \n(1,254,618)\n \n\n \n(1,173,682)\n\nValuation allowance\n\n \n\n \n1,254,618\n \n\n \n\n \n1,173,682\n \n\nDeferred income tax assets\n\n \n$-\n \n\n \n$-\n \n\n \n\n**Note 9 – SUBSEQUENT EVENTS**\n\n \n\nThe 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 January 31, 2026, through the date the financial statements were issued. Based on our evaluation, no material subsequent events have occurred that require disclosure or adjustment other than as described below.\n\n \n\nOn May 18, 2026, the Company entered into a deferred payment agreement regarding its accounts payable to a related party for the amount of $2,411,000, whereby both parties agreed to defer collection efforts for a period of twenty-four (24) months from May 18, 2026 (see Note 4).\n\n \n\n \n\nF-14\n\n*Table of Contents*"}