VSBC — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-09-17

• We are a biomedical company focused on the wellness, healthy aging, regenerative medicine, preventive healthcare, skincare and anti-aging markets, with an initial focus on Taiwan, Mainland China and Southeast Asia. Our business model is to identify market opportunities and end-user requirements in t…

• We conducted commercial operations from our fiscal year ended January 31, 2018 through our fiscal year ended January 31, 2022, generating cumulative revenue of approximately $5.9 million, including $5,613,200 in the fiscal year ended January 31, 2022. Commercial sales were suspended after that perio…

• Our products are based on PCMSC, a mesenchymal stem cell derived from placental tissue, and on exosome-based materials derived from those cells, with applications in wellness, healthy aging, regenerative medicine, preventive healthcare, skincare and anti-aging. Our products are manufactured by our s…

• We are currently developing two sales channels. The first is a membership subscription program directed at the longevity market in Taiwan, Mainland China and Southeast Asia, under which members would receive a specified quantity of our products according to membership level, developed both through a…

• We currently purchase all of our finished products from one supplier located in Taiwan, which is a related party. The supplier is wholly owned by shareholders who collectively hold more than 20% of our outstanding common shares. We are not party to any exclusivity arrangement with the supplier, and …

Text removed vs the prior filing · source: 10-Q · 2026-06-17

• 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 curr…

• During the three months ended April 30, 2026, and 2025, we did not generate any revenue as we restructured our commercial strategy, evaluated supplier and regulatory considerations, and assessed future business direction.

• As of April 30, 2026, we have not reinitiated revenue-generating operations.

• The following summary of our results of operations should be read in conjunction with our unaudited financial statements for the period ended April 30, 2026, which are included herein.

• Our operating results for the three months ended April 30, 2026, and 2025 and the changes between those periods for the respective items are summarized as follows.

Text added vs the prior filing · source: 10-Q · 2026-09-17

• We intend to implement the remediation measures described above as funding permits and as we are able to retain appropriate personnel.

Text removed vs the prior filing · source: 10-Q · 2026-06-17

• We intend to adopt the following remediation plan subject to funding and retaining the appropriate personnel:

Text added vs the prior filing · source: 10-Q · 2026-09-17

• The risk factors set forth below are restated in their entirety and supersede the risk factors disclosed in Item 1A of our Annual Report on Form 10-K for the fiscal year ended January 31, 2026.

• We are not currently conducting commercial operations, and our historical revenues are not indicative of future results.

• We conducted commercial operations from our fiscal year ended January 31, 2018 through our fiscal year ended January 31, 2022 and have not generated revenue since that time. We do not manufacture any products ourselves, we did not incur research and development expenses in the period ended July 31, …

• We currently depend on a single supplier for all of our products, and we have no written supply agreement.

• We currently purchase all of our products from one supplier located in Taiwan, which owns and controls the cell culture processes, growth media and formulations used to make them. Our arrangement with the supplier is oral, we have no exclusivity arrangement with the supplier, and we have no written …

Text removed vs the prior filing · source: 10-Q · 2026-06-17

• RISKS RELATED TO OUR DEVELOPMENT-STAGE STATUS AND BUSINESS STRATEGY

• We are not currently conducting commercial operations but we have had a history of revenue generation.

• Although we describe a long-term strategy involving regenerative medicine technologies, including potential stem-cell and exosome-based applications, we are not currently conducting commercial manufacturing, distribution, or revenue-generating activities. We did not incur research and development ex…

• As of April 30, 2026, we owed $2,411,000 to a related-party vendor, which is owned by our former officer, and $1,052,351 in advances from related parties, including advances made by a former Chief Executive Officer and Chairman of the Board. These obligations are unsecured, and are not subject to fo…

• Because we currently have a stockholders’ deficit and lack independent directors, we may not satisfy the financial and governance requirements necessary to uplist to OTCQB or a national securities exchange.