Management's Discussion and Analysis of Financial Condition and Results of Operations

Caution Regarding Forward-Looking Information

This Quarterly Report on Form 10-Q, including, without limitation, statements containing the words "believes", "anticipates", "expects" and words of similar import, constitute forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

Such factors include, among others, the following: international, national and local general economic and market conditions: demographic changes; the ability of the Company to sustain, manage or forecast its growth; the ability of the Company to successfully make and integrate acquisitions; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; and other factors referenced in this and previous filings.

Given these uncertainties, readers of this Form 10-Q and investors are cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.





Overview of Our Business

VitaSpring Biomedical Co. Ltd., formerly Shemn Corp., was incorporated in Nevada on September 6, 2016. We are a start-up business company. We have been engaged in the business of developing and marketing products that promote wellness and a healthy lifestyle since 2019. A change of 100% of Company's ownership occurred effectively on January 21, 2020. As a result, we changed Company name from Shemn Corp. to VitaSpring Biomedical Co. Ltd. on February 17, 2020.

VitaSpring Biomedical Co., Ltd 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.

For future business development and medical applications, VitaSpring cooperates with affiliated companies to support the mass production and commercialization of X.msc-related medical projects. Some X.msc-based projects are researches and trials of Investment New Drugs and part of them are related to X.exosome, the critical material in the related skincare products. VitaSpring management also expect X.msc-related medical projects to implement in hospitals from a small scale in the future five years.





Recent Developments

On March 30, 2020, VitaSpring filed a Certificate of Amendment to its Articles of Incorporation (the "Articles of Amendment") with the Secretary of State of the State of Nevada effecting a name change of the Company to VitaSpring Biomedical Co. Ltd. (the "Corporate Action"). The Corporate Action and the Amended Articles became effective on April 21, 2020, following compliance with notification requirements of the Financial Industry Regulatory Authority.

Under new management, VitaSpring has completed the transition from patent technology into the know-how in the mass-production process of the purifying and culturing technology in the allogeneic mesenchymal stem cell production from the maternal-part placenta. The subject know-how can effectively and steadily culture more than 20 generations of sub-culture cells, which maintain the same level of activity index and contain the magnification of one thousand exosomes than other MSCs in terms of per ml. Accordingly, VitaSpring is able to build stem cell bank regulated by US FDA to provide the ready-to-use allogeneic mesenchymal stem cell for the emergent allogeneic stem cell transplantation at the cost the patient can afford.

VitaSpring's research team has been awarded the 16th, 17 th, 18 th Taiwan National Innovation Award certificates in 2019, 2020, and 2021 and joined the regenerative medicine flagships of the Ministry of Science and Technology from 2007 to 2020, including research projects for the mechanism of human placenta mesenchymal stem cells in different diseases. It highlights the technological foundation for the future clinical application of X.msc.







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Business Plan

Through the development of cell medicine, we became 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. We do not sell products in a form for use by consumers although we may, in the future, develop products for use by consumers.

We have many unique advantages elevating us to be the best in the industry:

1. Discovery and successful isolation of special mesenchymal stem cells (X.msc)

2. Unlike typical MSCs, X.msc do not promote cancer and tumor growth, and is safe to use for the entire body

3. Homogeneous purification technology

4. Viability of X.msc is 1000 time that of the competitor

5. Able to proliferate and maintain stemness of stem cells to 25+ generations

6. Exclusive composition formula of culture medium

7. The exclusive formula of exosomes have a variety of applications

8. Extensive uses of X.msc

9. Immunomodulation and anti-inflammation effect



10. No ethical issues



Available Information

We file with the SEC our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to reports to be filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended. The public may read and copy any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, D.C. 20549, on official business days during the hours of 10 a.m. to 3 p.m. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

Our corporate headquarters are located at 400 Spectrum Center Dr. #1620, Irvine, CA 92618. Our telephone number is (949) 202-9235. We maintain a website at www.vitaspringbio.com that links to our electronic SEC filings and contains information about our subsidiaries which is not a part of this report. All the above documents are available free of charge on our website as soon as reasonably practicable after filing such material electronically or otherwise furnishing it to the SEC

Results of Operations for the Three months Ended April 30, 2022 Compared to the Three months ended April 30, 2021

Revenue and cost of goods sold

For the Three months ended April 30, 2022 and April 30, 2021 the Company generated total revenue of $1,490,000 and $533,800 from selling products to the customer. The cost of goods sold for the quarter ended April 30, 2022 and April 30, 2021 was $922,000 and $294,000, which represent the cost of raw materials.





Operating expenses

Total operating expenses for the quarter ended April 30, 2022 and April 30, 2021 were $224,873 and $60,390. The increase was primarily related to increased selling, general and administrative expenses.





Net Income

The net income for the quarter ended April 30, 2022 and April 30, 2021 was $276,656 and $235,662, accordingly.

Liquidity and Capital Resources and Cash Requirements

At April 30, 2022, the Company had cash of $79,151. The Company had working capital of $1,823,019.

During the quarter ended April 30, 2022, the Company generated $(28,061) of cash in operating activities.

During the quarter ended April 30, 2022 the Company used no cash in investing activities or financing activities.

We cannot guarantee that we will manage to sell all the shares required. We will attempt to raise the necessary funds to proceed with all phases of our plan of operation. As of the date of this report, the current funds available to the Company will not be sufficient to continue maintaining a reporting status.

Our auditors have issued a "going concern" opinion, meaning that there is substantial doubt we can continue as an on-going business for the next twelve months unless we obtain additional capital. Our only sources for cash at this time are investments by others in this offering, selling our paper dung products and loans from our director. We must raise cash to implement our plan and stay in business.

Management believes that current trends toward lower capital investment in start-up companies pose the most significant challenge to the Company's success over the next year and in future years. Additionally, the Company will have to meet all the financial disclosure and reporting requirements associated with being a publicly reporting company. The Company's management will have to spend additional time on policies and procedures to make sure it is compliant with various regulatory requirements, especially that of Section 404 of the Sarbanes-Oxley Act of 2002. This additional corporate governance time required of management could limit the amount of time management has to implement is business plan and impede the speed of its operations.





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Limited operating history; need for additional capital

There is no historical financial information about us upon which to base an evaluation of our performance. We are in a start-up stage of operations and have generated limited revenues since inception. We cannot guarantee that we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

Off-Balance Sheet Arrangements

We do not maintain any off-balance sheet arrangements, transactions, obligations or other relationships with unconsolidated entities that would be expected to have a material current or future effect upon our financial condition or results of operations.





Going Concern

The Company has a retained earnings of $1,093,380 and a negative cash flow from operations amounting to $(28,061) for the three months ended April 30, 2022. The Company had $1,490,000 in revenues for the three months ended April 30, 2022. The Company currently earned profit for the period and is in the process of completing its efforts to establish a stabilized source of revenue sufficient to cover operating costs over an extended period. Therefore, there is still a substantial doubt about the Company's ability to continue as a going concern. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management's efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

Recent Accounting Pronouncements

In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory, which requires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. ASU 2016-16 is effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. .

In February 2016, the FASB issued ASU 2016-02, Leases, which will amend current lease accounting to require lessees to recognize (i) a lease liability, which is a lessee's obligation to make lease payments arising from a lease, measured on a discounted basis, and (ii) a right-of-use asset, which is an asset that represents the lessee's right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 does not significantly change lease accounting requirements applicable to lessors; however, certain changes were made to align, where necessary, lessor accounting with the lessee accounting model. This standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years.

Management has considered all recent accounting pronouncements issued since and their potential effect on our financial statements. The Company's management believes that these recent pronouncements will not have a material effect on the Company's consolidated financial statements.

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future financial statements.







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