scientist_10q.htm

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2026

 

Or

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ______ to ______

 

Commission file number 333-283430

 

Scientist Home Future Health Limited

(Exact name of registrant as specified in its charter)

 

Nevada

 

30-1416636

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

2844

(Primary Standard Industrial Classification Code Number)

 

Room B3, Block B, 3/F, Mow Hing Industrial Building, 205 Wai Yip Street,

Kwun Tong, Kowloon, Hong Kong

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: +852 5702 3076

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of exchange on which registered

N/A

 

N/A

 

N/A

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes     ☐ No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes     ☐ No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

Accelerated filer

Non-accelerated Filer

Smaller reporting company

 

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.) Yes     ☒ No

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

The number of shares outstanding of the registrant’s common stock as of March 31, 2026 was 23,716,000 shares.

 

 

 

 

SCIENTIST HOME FUTURE HEALTH LIMITED

 

QUARTERLY REPORT ON FORM 10-Q

 

For the three months ended March 31, 2026

 

Part I – FINANCIAL INFORMATION

 

 

 

 

 

 

 

 

Item 1.

Financial Statements (unaudited)

 

F-1 - F-19

 

 

 

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Conditions and Results of Operations

 

3

 

 

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

 

7

 

 

 

 

 

 

Item 4.

Controls and Procedures

 

7

 

 

 

 

 

 

Part II – OTHER INFORMATION

 

 

 

 

 

 

 

 

Item 1.

Legal Proceedings

 

9

 

 

 

 

 

 

Item 1A.

Risk Factors

 

9

 

 

 

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

9

 

 

 

 

 

 

Item 3.

Defaults Upon Senior Securities

 

9

 

 

 

 

 

 

Item 4.

Mine Safety Disclosures

 

9

 

 

 

 

 

 

Item 5.

Other Information

 

9

 

 

 

 

 

 

Item 6.

Exhibits

 

10

 

 

 

 

 

 

SIGNATURES

 

11

 

 

 

2

Table of Contents

  

PART I FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

INDEX TO FINANCIAL STATEMENTS - SCIENTIST HOME FUTURE HEALTH LIMITED

 

 

 

Page  

 

Unaudited Financial Statements

 

 

 

 

 

 

 

CONDENSED CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2026 (UNAUDITED) AND DECEMBER 31, 2025 (AUDITED)

 

F-2

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (UNAUDITED)

F-3

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (UNAUDITED)

 

F-4

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (UNAUDITED)

 

F-5

 

NOTES TO FINANCIAL STATEMENTS

 

F-6 - F-19

 

 

 
F-1

Table of Contents

  

SCIENTIST HOME FUTURE HEALTH LIMITED

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2026 (UNAUDITED) AND DECEMBER 31, 2025 (AUDITED)

(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)

 

 

 

As of

March 31,

2026

 

 

As of

December 31,

2025

 

Assets

 

(Unaudited)

 

 

(Audited)

 

Current assets

 

 

 

 

 

 

Cash and cash equivalents

 

$15,332

 

 

$68,888

 

Inventories

 

 

31,376

 

 

 

34,006

 

Deposits and prepayments

 

 

85,196

 

 

 

89,352

 

Total current assets

 

 

131,904

 

 

 

192,246

 

 

 

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

 

Right-of-use assets, net (including $27,840 and $33,435 of right-of-use assets from related party as of March 31, 2026 and December 31, 2025, respectively)

 

$357,927

 

 

$378,944

 

Property, plant and equipment, net

 

 

68,928

 

 

 

73,175

 

Total non-current assets

 

 

426,855

 

 

 

452,119

 

 

 

 

 

 

 

 

 

 

Total assets

 

$558,759

 

 

$644,365

 

 

 

 

 

 

 

 

 

 

Liabilities and stockholders’ equity

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Other payables and accrued liabilities

 

$43,906

 

 

$44,635

 

Income tax payable

 

 

1,818

 

 

 

1,831

 

Amount due to a related party

 

 

110,610

 

 

 

78,260

 

Amount due to a director

 

 

21,188

 

 

 

15,565

 

Lease liability – current portion (including $22,125 and $21,997 of lease liability – current portion to related party as of March 31, 2026 and December 31, 2025, respectively)

 

 

74,602

 

 

 

74,167

 

Total current liabilities

 

 

252,124

 

 

 

214,458

 

 

 

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

 

 

 

Lease liability – non-current portion (including $5,715 and $11,438 lease liability – non-current portion to related party as of March 31, 2026 and December 31, 2025, respectively)

 

$295,208

 

 

$316,516

 

Total non-current liabilities

 

 

295,208

 

 

 

316,516

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

$547,332

 

 

$530,974

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

 

 

 

Common stock, par value $0.0001; 200,000,000 shares authorized, 23,716,000 and 23,716,000 issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

 

$2,372

 

 

$2,372

 

Additional paid in capital

 

 

360,588

 

 

 

360,588

 

Accumulated other comprehensive income

 

 

(2,756 )

 

 

(2,864 )

Accumulated deficit

 

 

(348,777 )

 

 

(246,705 )

Total stockholders’ equity

 

$11,427

 

 

$113,391

 

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$558,759

 

 

$644,365

 

 

The accompanying notes are an integral part of these financial statements.

 

 
F-2

Table of Contents

  

SCIENTIST HOME FUTURE HEALTH LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (UNAUDITED)

(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)

 

 

 

For the three months ended

March 31,

2026

 

 

For the three months ended

March 31,

2025

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

Retail trading revenue

 

$182,278

 

 

$44,824

 

Service revenue

 

 

6,478

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Cost of revenues:

 

 

 

 

 

 

 

 

Cost of retail trading revenue: (including $129,688 & $25,135 of cost of retail trading revenue to related party for the period ended March 31, 2026 and 2025)

 

 

(129,688 )

 

 

(25,135 )

Cost of service revenue

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

59,068

 

 

 

19,689

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses (including $5,760 & $3,856 of selling, general and administrative expenses to related party for the period ended March 31, 2026 and 2025)

 

 

(161,140 )

 

 

(12,695 )

 

 

 

 

 

 

 

 

 

(Loss) Income from operation

 

 

(102,072 )

 

 

6,994

 

 

 

 

 

 

 

 

 

 

Other Income

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

(Loss) Income before income tax

 

 

(102,072 )

 

 

6,994

 

 

 

 

 

 

 

 

 

 

Income tax benefit/(provision)

 

 

-

 

 

 

(935 )

 

 

 

 

 

 

 

 

 

Net (loss) income

 

$(102,072 )

 

$6,059

 

 

 

 

 

 

 

 

 

 

Other comprehensive income:

 

 

 

 

 

 

 

 

Foreign currency translation

 

 

108

 

 

 

(12 )

 

 

 

 

 

 

 

 

 

Total Comprehensive (Loss) Income

 

$(101,964 )

 

$6,047

 

 

 

 

 

 

 

 

 

 

Net (loss) per share, basic and diluted

 

 

(0.00 )

 

 

0.00

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding - Basic and diluted

 

 

23,716,000

 

 

 

23,480,000

 

 

The accompanying notes are an integral part of these financial statements.

 

 
F-3

Table of Contents

  

SCIENTIST HOME FUTURE HEALTH LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (UNAUDITED)

(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)

 

For the three months ended March 31, 2026 (Unaudited)

 

 

 

COMMON STOCK

 

 

ADDITIONAL PAID-IN

 

 

ACCUMULATED OTHER

COMPREHENSIVE

 

 

 

ACCUMULATED

 

 

TOTAL

 

 

 

Number of shares

 

 

Amount

 

 

 CAPITAL

 

 

LOSS

 

 

DEFICIT

 

 

EQUITY

 

Balance as of December 31, 2025

 

 

23,716,000

 

 

$2,372

 

 

$360,588

 

 

$(2,864 )

 

$(246,705 )

 

$113,391

 

Net loss for the year

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(102,072 )

 

 

(102,072 )

Foreign currency translation

 

 

-

 

 

 

-

 

 

 

-

 

 

 

108

 

 

 

-

 

 

 

108

 

Balance as of March 31, 2026

 

 

23,716,000

 

 

$2,372

 

 

$360,588

 

 

$(2,756 )

 

$(348,777 )

 

$11,427

 

 

For the three months ended March 31, 2025 (Unaudited)

 

 

 

COMMON STOCK

 

 

ADDITIONAL PAID-IN

 

 

ACCUMULATED OTHER COMPREHENSIVE

 

 

ACCUMULATED

 

 

TOTAL

 

 

 

Number of shares

 

 

Amount

 

 

CAPITAL

 

 

LOSS

 

 

DEFICIT

 

 

EQUITY

 

Balance as of December 31, 2024

 

 

23,480,000

 

 

$2,348

 

 

$6,612

 

 

$-

 

 

$(14,980 )

 

$(6,020 )

Net income for the period

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

6,059

 

 

 

6,059

 

Foreign currency translation

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(12 )

 

 

-

 

 

 

(12 )

Balance as of March 31, 2025

 

 

23,480,000

 

 

$2,348

 

 

$6,612

 

 

$(12 )

 

$(8,921 )

 

$27

 

 

The accompanying notes are an integral part of these financial statements.

 

 
F-4

Table of Contents

  

SCIENTIST HOME FUTURE HEALTH LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (UNAUDITED)

(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)

 

 

 

For the three months ended

March 31,

2026

 

 

For the three months ended

March 31,

2025

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

Net (loss)/income

 

$(102,072 )

 

$6,059

 

 

 

 

 

 

 

 

 

 

Adjustments to reconcile net profit to net cash used in operating activities:

 

 

 

 

 

 

 

 

Depreciation

 

 

3,730

 

 

 

-

 

Amortization of operating lease right-of-use assets

 

 

18,339

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Inventories

 

 

2,392

 

 

 

(826 )

Deposits and prepayments

 

 

3,529

 

 

 

-

 

Other receivables

 

 

-

 

 

 

-

 

Deferred revenue

 

 

-

 

 

 

-

 

Other payables and accrued liabilities

 

 

(485 )

 

 

(10,065 )

Amount due to a related party

 

 

20,866

 

 

 

-

 

Change in lease liability

 

 

(18,110 )

 

 

-

 

 

 

 

30,261

 

 

 

(10,891 )

 

 

 

 

 

 

 

 

 

Net cash used in operating activities

 

$(71,811 )

 

$(4,832 )

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

Amount due to a director

 

$5,711

 

 

$-

 

Amount due to a related party

 

 

12,799

 

 

 

2,346

 

Net cash provided by financing activities

 

$18,510

 

 

$2,346

 

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes in cash and cash equivalents

 

$(255 )

 

$-

 

 

 

 

 

 

 

 

 

 

Net increase in cash and cash equivalents

 

 

(53,556 )

 

 

(2,486 )

Cash and cash equivalents, beginning of period/at date of inception

 

 

68,888

 

 

 

18,621

 

CASH AND CASH EQUIVALENTS, END OF PERIOD

 

$15,332

 

 

$16,135

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL CASH FLOWS INFORMATION

 

 

 

 

 

 

 

 

Income taxes paid

 

$-

 

 

$-

 

Interest paid

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVTIES

 

 

 

 

 

 

 

 

Initial recognition of operating lease right-of-use assets and operating lease obligations upon adoption of ASC Topic 842

 

$400,841

 

 

$-

 

Initial recognition of the balance payment of finance lease right-of-use asset by finance lease liabilities

 

$-

 

 

$-

 

 

The accompanying notes are an integral part of these financial statements.

 

 
F-5

Table of Contents

  

SCIENTIST HOME FUTURE HEALTH LIMITED

NOTES TO FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)

 

1. ORGANIZATION AND BUSINESS BACKGROUND

 

Scientist Home Future Health Limited was incorporated under the laws of the State of Nevada on July 3, 2024. The Company through its subsidiaries, engages in the field of retail trading of health supplements and topical creams and provision of physical check-up services in Hong Kong.

 

Name of entity

 

Date of incorporation / Place of incorporation

 

Principal activities

 

Immediate holding

company

 

% of effective ownership

interest held by the Group

 

Scientist Home Future Health Holding Limited (“Scientist Home Holding”)

 

July 8, 2024 / Marshall Islands

 

Investment holding

 

Scientist Home Future Health Limited

 

100%

 

Scientist Home Future Health Limited

(“Scientist Home HK”)

 

July 8, 2024 / Hong Kong SAR

 

Retail trading of health supplements and topical creams, and provision of physical check-up services

 

Scientist Home Future Health Holding Limited

 

100%

 

 

Scientist Home Future Health Limited is a company that operates through its wholly owned subsidiary, Scientist Home Holding, a Company incorporated in the Republic of Marshall Islands. It should be noted that our wholly owned subsidiary, Scientist Home Holding, owns 100% of Scientist Home HK, a Hong Kong Company. At this time, we operate exclusively through our wholly owned subsidiaries and share the same business plan with our subsidiaries.

 

On September 26, 2024, Scientist Home Holding acquired 100% of the equity interests of Scientist Home HK, from our Chief Executive Officer, Mr. Chan Siu Hung. On September 26, 2024, Scientist Home Future Health Limited, a Nevada corporation, acquired 100% of the equity interests of Scientist Home Holding, from our Chief Executive Officer, Mr. Chan Siu Hung. As a result of this common ownership and in accordance with the FASB Accounting Standards Codification Section 805 “Business Combination”, the transaction is being treated as a combination between entities under common control. The recognized assets, liabilities, revenues and expenses were transferred at their carrying amounts at the date of the transaction. The equity accounts of the combining entities are combined. Further, the companies will be combined as if the transaction had occurred at the beginning of the period, i.e. July 3, 2024. 

 

Scientist Home Future Health Limited and its subsidiaries are hereinafter referred to as the “Company”.

 

2. BASIS OF PRESENTATION

 

The accompanying condensed consolidated financial statements of the Company are prepared pursuant to the rules and regulations of the U.S. Securities and Exchanges Commission (“SEC”) and in conformity with generally accepted accounting principles in the U.S. (“US GAAP”). All material inter-company accounts and transactions have been eliminated in consolidation. The Company has adopted December 31 as its fiscal year end.

 

3. GOING CONCERN

 

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. For the three months ended March 31, 2026, the Company incurred a net loss of $102,072 and net current liabilities of $120,220. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s December 31, 2025 financial statements, has expressed substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. 

 

The Company’s ability to continue as a going concern is dependent upon improving its profitability and the continuing financial support from its major shareholders. Management believes the existing shareholders or external financing will provide additional cash to meet the Company’s obligations as they become due. Despite the amount of funds that the Company has raised in the past, no assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company can obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its shareholders, in the case of equity financing.

 

 
F-6

Table of Contents

  

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ materially from those estimates.

 

Cash and Cash Equivalents

 

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

 

Accounts Receivable

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of accounts receivable. The Company extends credit to its customers in the normal course of business and generally does not require collateral. The Company’s credit terms are dependent upon the segment, and the customer. The Company assesses the probability of collection from each customer at the outset of the arrangement based on a number of factors, including the customer’s payment history and its current creditworthiness. If in management’s judgment collection is not probable, the Company does not record revenue until the uncertainty is removed.

 

Management performs ongoing credit evaluations, and the Company maintains an allowance for potential credit losses based upon its loss history and its aging analysis. The allowance for doubtful accounts is the Company’s best estimate of the amount of credit losses in existing accounts receivable. Management reviews the allowance for doubtful accounts each reporting period based on a detailed analysis of trade receivables. In the analysis, management primarily considers the age of the customer’s receivable, and also considers the creditworthiness of the customer, the economic conditions of the customer’s industry, general economic conditions and trends, and the business relationship and history with its customers, among other factors. If any of these factors change, the Company may also change its original estimates, which could impact the level of the Company’s future allowance for doubtful accounts. If judgments regarding the collectability of receivables were incorrect, adjustments to the allowance may be required, which would reduce profitability.

 

Accounts receivable is recognized and carried at the original invoice amount less an allowance for any uncollectible amounts. An estimate for doubtful accounts receivable is made when collection of the full amount is no longer probable. Bad debts are written off as incurred.

 

Expected credit losses

 

The Company estimates and records a provision for its expected credit losses related to its financial instruments, including its trade receivables. Management considers historical collection rates, the current financial status of the Company’s customers, macroeconomic factors, and other industry-specific factors when evaluating current expected credit losses. However, because of the short time to the expected receipt of accounts receivable, management believes that the carrying value, net of expected losses, approximates fair value and therefore, relies more on historical and current analysis of such financial instruments, including its trade receivables.

 

Credit loss rate is determined by historical collection based on aging schedule, adjusted for current conditions using reasonable and supportable forecasts. Based on the aging categorization and the adjusted loss rate per category, an allowance for credit losses is calculated by multiplying the adjusted loss rate with the amortized cost in the respective age category. The amendments in ASU 2025‑05 introduce a practical expedient for all qualifying assets that allows the Company to assume that current conditions at the balance-sheet date remain unchanged for the remaining life of an asset when estimating credit losses on current accounts receivable and current contract assets. The Company electing this expedient will therefore adjust historical loss experience only to reflect current conditions, without the need to incorporate forward‑looking forecasts.

 

 
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Inventories

 

Inventories consist of finished goods and are stated at the lower of cost, determined on a weighted average basis, or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business less the estimated cost of completion and the estimated costs necessary to make the sale. When inventories are sold, their carrying amount is charged to expense in the period in which the revenue is recognized. Write-downs for declines in net realizable value or for losses of inventories are recognized as an expense in the period the impairment or loss occurs. No write-downs for obsolete finished goods for the period ended March 31, 2026.

 

Property, Plant and Equipment

 

Property, plant and equipment are stated at cost, with depreciation and amortization provided using the straight-line method over the following periods:

 

Asset Categories

 

Depreciation Periods

Computer equipment

 

5 years

Machinery

 

5 years

Office equipment

 

5 years

 

Revenue Recognition

 

The Company derives its revenues through sale of goods, primarily health supplements and topical creams, and provision of physical check-up services. Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods and services. The Company applies the following five-step model in order to determine this amount:

 

(i)

identification of the promised goods and services in the contract;

(ii)

determination of whether the promised goods and services are performance obligations, including whether they are distinct in the context of the contract;

(iii)

measurement of the transaction price, including the constraint on variable consideration;

(iv)

allocation of the transaction price to the performance obligations; and

(v)

recognition of revenue when (or as) the Company satisfies each performance obligation.

 

The Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Under Topic 606, the Company records revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is probable.

 

Sales of health supplements and topical creams products

 

- Performance obligations satisfied at a point in time

 

The Company records revenue at a point in time from the sale of products upon delivery of the products at the Company’s office or shipment of the products to the customers, and upon its acceptance, and it is probable that the Company will collect the considerations to which it would be entitled to in exchange for the products sold. The revenue is recorded net of discounts.

 

Provision of physical check-up services

 

Performance obligations satisfied at a point in time

 

The Company records revenue at a point in time from the provision of services upon delivery of the services at the Company’s office, and upon its acceptance, and it is probable that the Company will collect the considerations to which it would be entitled to in exchange for the services rendered. The Company has determined that its performance obligation is to perform the agreed-upon specimen collection and testing procedures, and generate the related objective test results. The customer simultaneously receives and consumes the benefits of these services as they are performed. Accordingly, the performance obligation is satisfied at a point in time upon completion of the sampling and testing procedures that produce the objective results. The subsequent compilation or transmission of the test results to the customer is considered an administrative activity and does not represent a separate performance obligation. The revenue is recorded net of discounts.

 

Principal vs Agent assessment

 

The Company evaluates whether it is the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net basis) for non-exclusive distributor agreement. The Company considers whether it controls the products before it is transferred to the customer.

 

With reference to ASC 606-10-25-25, control of an asset refers to the ability to direct the use of, and obtain substantially all of the remaining benefits from, the asset. Control includes the ability to prevent other entities from directing the use of, and obtaining the benefits from, an asset. The benefits of an asset are the potential cash flows (inflows or savings in outflows) that can be obtained directly or indirectly in many ways, such as by selling or exchanging the asset and holding the asset.

 

 
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With reference to ASC 606-10-55-37A, when another party is involved in providing goods or services to a customer, an entity that is a principal obtains control when a good or another asset from the other party that it then transfers to the customer.

 

Despite the common ownership the Company and Scientific Home Limited, the Company concludes that it controls the specified goods before they are transferred because it has entered into a non-exclusive distribution agreement that permits the Company to sell the products to its customers. The products purchased from the supplier are delivered and stored in the Company office. The Company has inventory risk before the goods is transferred to its customers. As part of this assessment, the Company also considers the three indicators of control in the standard and makes the following determinations that support its overall control evaluation:

 

·

The Company is responsible for fulfilling the promise to the customer, and the Company takes responsibility for the acceptability of the products.

 

 

·

The Company has inventory risk before the specified good or service has been transferred to a customer or after transfer of control to the customer.

 

 

·

The Company has discretion to establish prices.

 

Hence, the Company concludes that it is a principal for the products sold.

 

Disaggregated information of revenues by products are as follows:

 

 

 

Three Months Ended

March 31, 2026

 

 

Proportion %

 

Scientist Home Cholipolysis Cholic Acid

 

$35,610

 

 

 

19.54%

Scientist Home Immune Study

 

$21,900

 

 

 

12.01%

Scientist Home Fibrosis Study

 

$12,108

 

 

 

6.64%

Scientist Home Chelation Study

 

$11,816

 

 

 

6.48%

Scientist Home Mixed Gelatine Hydrolysate

 

$9,903

 

 

 

5.43%

Others (Rest of Products and Delivery Fee)

 

$90,941

 

 

 

49.90%

Total retail trading revenue

 

$182,278

 

 

 

100.00%

 

 

 

Three Months Ended

March 31, 2025

 

 

Proportion

%

 

Scientist Home Mixed Gelatine Hydrolysate

 

$16,487

 

 

 

36.78%

Scientist Home High Concentration Proteinase

 

$11,897

 

 

 

26.54%

Scientist Home Vein Cream

 

$9,810

 

 

 

21.89%

Scientist Home Spermaceti Cream

 

$2,465

 

 

 

5.50%

Scientist Home Calcification Cream

 

$2,104

 

 

 

4.69%

Scientist Home Bone Gelatine Hydrolysate

 

$1,533

 

 

 

3.42%

Others (Delivery Fee)

 

$528

 

 

 

1.18%

Total revenues - products

 

$44,824

 

 

 

100.00%

 

 
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Earnings Per Share

 

The Company reports earnings per share in accordance with ASC Topic 260 “Earnings Per Share”, which requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings per share excludes dilution and is computed by dividing income available to common stockholders by the weighted average common shares outstanding during the period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock. Further, if the number of common shares outstanding increases as a result of a stock dividend or stock split or decreases as a result of a reverse stock split, the computations of a basic and diluted earnings per share shall be adjusted retroactively for all periods presented to reflect that change in capital structure.

 

The Company’s basic earnings per share is computed by dividing the net income available to holders by the weighted average number of the Company’s ordinary shares outstanding. Diluted earnings per share reflects the amount of net income available to each ordinary share outstanding during the period plus the number of additional shares that would have been outstanding if potentially dilutive securities had been issued.

 

Income Taxes

 

The Company accounts for income taxes using the asset and liability method prescribed by ASC 740 “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the years in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

 

The Company conducts major businesses in Hong Kong and is subject to tax in this jurisdiction. As a result of its business activities, the Company will file separate tax returns that are subject to examination by the foreign tax authorities.

 

The Company adopted the ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which modifies the rules on income tax disclosures to require disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid.

 

Foreign Currency Translation

 

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations. 

 

The reporting currency of the Company is United States Dollars (“US$”). The Company’s subsidiary in Marshall Islands and Hong Kong maintains its books and record in United States Dollars (“US$”) and Hong Kong Dollars (“HK$”) respectively, and HK$ is functional currency as being the primary currency of the economic environment in which the entity operates.

 

In general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not the US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity.

 

 
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Translation of amounts from HK$ into US$1 has been made at the following exchange rates for the respective periods:

 

 

 

As of and for the three months ended March 31,

2026

 

 

As of and for the three months ended March 31,

2025

 

Period-end HK$ : US$1 exchange rate

 

 

7.84

 

 

 

7.7799

 

Period-average HK$ : US$1 exchange rate

 

 

7.8132

 

 

 

7.78

 

 

Fair Value Measurement

 

Accounting Standards Codification (“ASC”) Topic 820 “Fair Value Measurements and Disclosures” (ASC Topic 820), which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The statement clarifies that the exchange price is the price in an orderly transaction between market participants to sell the asset or transfer the liability in the market in which the reporting entity would transact for the asset or liability, that is, the principal or most advantageous market for the asset or liability. It also emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and that market participant assumptions include assumptions about risk and effect of a restriction on the sale or use of an asset.

 

This ASC establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

 

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

 

Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

 

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

 

Related party balances and transactions

 

A related party is generally defined as:

 

(i)

any person that holds the Company’s securities including such person’s immediate families,

(ii)

the Company’s management,

(iii)

someone that directly or indirectly controls, is controlled by or is under common control with the Company, or

(iv)

anyone who can significantly influence the financial and operating decisions of the Company.

 

A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

 

Lease

 

 

The Company leases offices for fixed periods pre-emptive extension options. The Company recognizes lease payments for its short-term lease on a straight-line basis over the lease term.

 

Lease liability is initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the term of the lease.

 

In determining the present value of the unpaid lease payments, ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. As most of the Company leases do not provide an implicit rate, the Company uses its incremental borrowing rate as the discount rate for the lease. The Company incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments.

 

 
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The Company entered a lease for a lease term of 24 months or less, commence from July 1, 2025. The monthly rental cost for this office space is approximately $1,920 (HK$15,000). The lease will end on June 30, 2027. The lease does not have any renewal option.

 

The Company entered a lease for a lease term of 36 months or less, commence from September 16, 2025. The monthly rental cost for this office space is approximately $5,760 (HK$45,000). The lease will end on September 15, 2028. The lease has a renewal option for the period from September 16, 2028 to September 15, 2031, with 4% annual increment on monthly rental cost per year.

 

Segment Information

 

Reportable segments are identified as components of an enterprise about which separate financial information is available for evaluation by the chief operating decision maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The Company has two reportable segments based on business unit, retail trading and service business, and two reportable segments based on geographical location, Hong Kong and Non-Hong Kong.. See Note 14 - Segment Reporting.

 

The Company adopted the ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses.

 

Recently accounting pronouncements

 

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) or other standard-setting bodies that the Company adopts as of the specified effective date. Unless otherwise discussed, the Company does not believe that the adoption of any recently issued standards has had or may have a material impact on its condensed consolidated financial statements or disclosures.

 

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses. The new standard requires entities to disclose additional information about certain expenses, such as purchases of inventory, employee compensation, depreciation, intangible asset amortization, as well as selling expenses included in commonly presented expense captions on the income statement. The FASB further clarified the effective date in January 2025 with the issuance of ASU 2025-01, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Companies have the option to apply this guidance either on a retrospective or prospective basis, and early adoption is permitted.

 

In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract (“ASU 2025-07”). ASU 2025-07 adds a new scope exception in ASC Topic 815, Derivatives and Hedging, for certain contracts that are not traded on an exchange and have an underlying that is based on operations or activities specific to one of the parties to the contract. Additionally, the ASU clarifies that when an entity has a right to receive a share-based payment from its customer in exchange for the transfer of goods or services, the share-based payment should be accounted for as noncash consideration within the scope of Topic 606. The ASU is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. Companies have the option to apply this guidance either on a retrospective or prospective basis, and early adoption is permitted.

 

There have been no other recent accounting pronouncements, changes in accounting pronouncements or recently adopted accounting guidance for the period ended March 31, 2026 that are of significance or potential significance to us.

 

 
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5. INVENTORIES

 

 

 

As of

March 31,

2026

(Unaudited)

 

 

As of

December 31,

2025

(Audited)

 

Trading goods

 

$31,376

 

 

$33,632

 

Goods in transit

 

$-

 

 

$374

 

Total inventories

 

$31,376

 

 

$34,006

 

 

6. OTHER PAYABLES AND ACCRUED LIABILITIES 

 

Other payables and accrued liabilities consist of the following:

 

 

 

As of

March 31,

2026

(Unaudited)

 

 

As of

December 31,

2025

(Audited)

 

Accrual

 

$21,411

 

 

$23,703

 

Other payables

 

 

22,495

 

 

 

20,932

 

Total other payables and accrued liabilities

 

$43,906

 

 

$44,635

 

 

7. PROPERTY, PLANT AND EQUIPMENT, NET

 

Property, plant and equipment consist of the following:

 

 

 

As of

March 31,

2026

(Unaudited)

 

 

As of

December 31,

2025

(Audited)

 

Computer equipment

 

$4,547

 

 

$4,580

 

Machinery

 

 

41,900

 

 

 

42,206

 

Office equipment

 

 

27,903

 

 

 

28,106

 

Total property, plant and equipment

 

$74,350

 

 

$74,892

 

Less: Accumulated depreciation

 

 

(5,422 )

 

 

(1,717 )

Total property, plant and equipment, net

 

$68,928

 

 

$73,175

 

 

Depreciation expense was $3,730 and nil for the three months ended March 31, 2026 and 2025, respectively.

 

8. SHAREHOLDERS’ EQUITY

 

On July 3, 2024, upon the incorporation of the Company, Mr. Chan Siu Hung, subscribed 100,000 shares of common stock at par value of $0.0001 per share for a total subscription value of $10.

 

On August 14, 2024, Mr. Chan Siu Hung, has further subscribed 19,900,000 shares of common stock at par value of $0.0001 per share for a total subscription value of $1,990.

 

For the period ended December 31, 2024, each of three (3) investors subscribed 1,160,000 shares of common stock at $0.002 per share amounted to $2,320, respectively for an aggregate gross proceeds of $6,960.

 

For the year ended December 31, 2025, the Company issued an aggregated of 236,000 shares of its common stock at $1.5 per share for aggregate gross proceeds of $354,000.

 

As of March 31, 2026, the Company had a total of 23,716,000 shares of its common stock issued and outstanding. There are no shares of preferred stock issued and outstanding.

 

 
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9. AMOUNT DUE TO A DIRECTOR 

 

As of March 31, 2026, a director of the Company advanced $21,188 to the Company, which is unsecured, interest-free with no fixed payment term, for working capital purpose. Imputed interest is considered insignificant.

 

As of December 31, 2025, a director of the Company advanced $15,565 to the Company, which is unsecured, interest-free with no fixed payment term, for working capital purpose. Imputed interest is considered insignificant.

 

10. INCOME TAX

 

The loss from operation before income tax of the Company for the three months ended March 31, 2026 and 2025 were comprised of the following:

 

 

 

For the three months ended

March 31,

2026

(Unaudited)

 

 

For the three months ended

March 31,

2025

(Unaudited)

 

Tax jurisdictions from:

 

 

 

 

 

 

– Local

 

$(16,884 )

 

$(4,340 )

– Foreign, representing:

 

 

 

 

 

 

 

 

Marshall Islands (non-taxable jurisdiction)

 

 

(258 )

 

 

-

 

Hong Kong

 

 

(84,930 )

 

 

11,334

 

Loss before income taxes

 

$(102,072 )

 

$6,994

 

 

 Provision for income taxes consisted of the following:

 

 

For the three months ended

March 31,

2026

(Unaudited)

 

 

For the three months ended

March 31,

2025

(Unaudited)

 

Current:

 

 

 

 

 

 

- Local

 

$-

 

 

$-

 

- Foreign

 

 

-

 

 

 

935

 

Total current

 

 

-

 

 

 

935

 

 

 

 

 

 

 

 

 

 

Deferred:

 

 

 

 

 

 

 

 

- Local

 

$-

 

 

$-

 

- Foreign

 

 

-

 

 

 

-

 

Total deferred

 

 

-

 

 

 

-

 

Total provision for income taxes

 

 

-

 

 

 

935

 

  

 
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The Company is a U.S. entity and is subject to the United States federal income tax. No provision for income taxes in the United States has been made as the Company had no United States taxable income for the three months ended March 31, 2026.

 

Scientist Home Holding was incorporated in the Republic of Marshall Islands and, under the laws of Marshall Islands, is not subject to income taxes.

 

The Company operates in Hong Kong and files tax returns in the Hong Kong jurisdiction. Scientist Home HK was incorporated in Hong Kong and is subject to Hong Kong income tax at a tax rate of 16.5%. (the first HKD 2 million (equivalent USD 258,000) of profits earned by the company will be taxed at half the current tax rate (i.e., 8.25%) whilst the remaining profits will continue to be taxed at the existing 16.5% tax rate.)

 

No deferred taxes were recognized for the three months ended March 31, 2026.

 

Effective and Statutory Rate Reconciliation

 

The reconciliation of the federal statutory income tax amount and rate to the Company’s effective tax rate for the three months ended March 31, 2026 and 2025 is as follows:

 

 

 

For the three months ended

March 31, 2026

(Unaudited)

 

 

For the three months ended

March 31, 2025

(Unaudited)

 

 

 

Amount

 

 

Percent

 

 

Amount

 

 

Percent

 

(Loss) Income before income taxes

 

$(102,072 )

 

 

 

 

$6,994

 

 

 

 

Statutory federal income tax rate

 

 

(21,435 )

 

 

21%

 

 

1,469

 

 

 

21%

State and local income tax, net of federal income tax effect

 

 

3,546

 

 

 

(3.47 )%

 

 

911

 

 

 

13.03%

Effect of foreign tax rate difference

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Marshall Islands

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-Changes in valuation allowances

 

 

-

 

 

-%

 

 

 

-

 

 

-%

 

-Foreign rate difference

 

 

54

 

 

 

(0.05 )%

 

 

-

 

 

-%

 

Hong Kong

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-Changes in valuation allowances

 

 

7,007

 

 

 

(6.87 )%

 

 

-

 

 

-%

 

-Foreign rate difference

 

 

10,829

 

 

 

(10.61 )%

 

 

(1,445 )

 

 

(20.66 )%

Income tax expense and effective tax rate

 

$-

 

 

-%

 

 

$935

 

 

 

13.37%

 

For the three months ended March 31, 2026 and 2025, the cash paid for income taxes of the Company were nil. 

 

Deferred taxes of the Company are as follows:

 

 

 

For the three months ended

March 31,

2026

(Unaudited)

 

 

For the year ended

December 31,

2025

(Audited)

 

Deferred tax assets

 

 

 

 

 

 

Net operating loss (NOL) carryforwards:

 

 

 

 

 

 

- Local

 

$23,510

 

 

$19,965

 

- Marshall Islands

 

 

-

 

 

 

-

 

- Hong Kong

 

 

19,361

 

 

 

12,355

 

Gross deferred tax assets

 

 

42,871

 

 

 

32,320

 

Less: Valuation allowance

 

 

(42,871 )

 

 

(32,320 )

Total deferred tax assets

 

$-

 

 

$-

 

 

Management believes that it is more likely than not that the deferred tax assets will not be fully realizable in the future. Accordingly, the Company provided a full valuation allowance against its deferred tax assets of $42,871 as of March 31, 2026. For the three months ended March 31, 2026, the valuation allowance increased by $10,551 primarily relating to net operating loss carryforwards from the various tax regime.

 

 
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11. LEASE RIGHT-OF-USE ASSET AND LEASE LIABILITIES

 

Right-Of-Use Assets

 

 

 

Balance as of December 31, 2025 (Audited)

 

$378,944

 

New right-of-use assets recognized

 

 

-

 

Amortization for the period ended March 31, 2026

 

 

(18,339 )

Adjustment for non-exercising option

 

 

-

 

Adjustment for foreign currency translation difference

 

 

(2,678 )

Balance as of March 31, 2026 (Unaudited)

 

$357,927

 

 

 

 

 

 

Lease Liability

 

 

 

 

Balance as of December 31, 2025 (Audited)

 

$390,683

 

New lease liability recognized

 

 

-

 

Imputed interest for the period ended March 31, 2026

 

 

4,928

 

Gross repayment for the period ended March 31, 2026

 

 

(23,038 )

Adjustment for non-exercising option

 

 

-

 

Adjustment for foreign currency translation difference

 

$(2,763 )

Balance as of March 31, 2026 (Unaudited)

 

$369,810

 

 

 

 

 

 

Lease liability current portion

 

 

74,602

 

Lease liability non-current portion

 

$295,208

 

 

Other information:

 

 

 

For the three months ended

March 31,

2026

(Unaudited)

 

 

For the year ended

December 31,

2025

(Audited)

 

Cash paid for amounts included in the measurement of lease liabilities:

 

 

 

 

 

 

Operating cash flow to operating lease

 

$23,038

 

 

$20,297

 

Right-of-use assets obtained in exchange for operating lease liabilities

 

 

-

 

 

 

-

 

Remaining lease term for operating lease (years)

 

 

5.14

 

 

 

5.35

 

Weighted average discount rate for operating lease

 

 

5.25%

 

 

5.25%

 

12. RELATED PARTY TRANSACTIONS AND BALANCE

 

Name of Related Parties

 

Relationship with the Company

Chan Siu Hung

 

Chairman, Chief Executive Officer and Director of the Company

Related party A

 

An entity owned by our Chairman, Chief Executive Officer and Director of the Company

Related party B

 

An entity owned by our Chairman, Chief Executive Officer and Director of the Company

 

The Company rented office spaces from Related party A, with addresses as follow:

 

Property address

Leasing period

Monthly leasing fee

3/F, Mow Hing Industrial Building, 205 Wai Yip Street, Kwun Tong, Kowloon, Hong Kong

July 1, 2024 to June 30, 2025

$1,280 (HK$10,000)

Room B3, Block B, 3/F, Mow Hing Industrial Building, 205 Wai Yip Street, Kwun Tong, Kowloon, Hong Kong

July 1, 2025 to June 30, 2027

$1,920 (HK$15,000)

 

The Company purchases the trading goods and courier services from Related party B, amounting to $127,296 and $25,961 for the period ended March 31, 2026 and 2025, respectively.

 

Due to related party  

 

As of

March 31,

2026

(Unaudited)

 

 

As of

December 31,

2025

(Audited)

 

Related party B– operating

 

$110,610

 

 

$65,412

 

Related party B– financing

 

 

-

 

 

 

12,848

 

Total

 

$110,610

 

 

$78,260

 

 

As of March 31, 2026, regarding the operating portion, the amounts due to related party B of $47,295 is trade in nature, interest-free, unsecured, and repayable on normal trade credit terms. The amounts due to related party B of $63,315 is non-trade in nature, interest-free, unsecured, and repayable on demand.

 

 
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13. CONCENTRATION OF RISK

 

Customer Concentration

 

For the three months ended March 31, 2026, the Company generated total revenue of $188,756, of which no customer accounted for more than 10% of the Company’s total revenue.

 

For the three months ended March 31, 2025, the Company generated total revenue of $44,824, of which no customer accounted for more than 10% of the Company’s total revenue.

 

Vendor Concentration

 

For the three months ended March 31, 2026, the Company incurred cost of revenues of $129,688, accounted by a single vendor.

 

For the three months ended March 31, 2025, the Company incurred cost of revenues of $25,135, accounted by a single vendor.

 

 

 

For the three months ended

March 31, 2026

(Unaudited)

 

 

 

Cost of

revenue

 

 

Percentage of

Cost of

revenue

 

 

Accounts

payable, trade

 

 

 

 

 

 

 

 

 

 

 

Vendor A

 

$129,688

 

 

 

100%

 

$-

 

Total

 

$129,688

 

 

 

100%

 

$-

 

 

 

 

For the three months ended

March 31, 2025

(Unaudited)

 

 

 

Cost of

revenue

 

 

Percentage of

Cost of

revenue

 

 

Accounts

payable, trade

 

 

 

 

 

 

 

 

 

 

 

Vendor A

 

$25,135

 

 

 

100%

 

$-

 

Total

 

$25,135

 

 

 

100%

 

$-

 

 

Vendor A is an entity owned by our Chairman, Chief Executive Officer and Director of the Company.

 

14. SEGMENT REPORTING

 

ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting: Improvements to Reportable Segment Disclosures,” which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The ASU requires that public entities disclose significant segment expenses for each reportable segment, other segment items for each reportable segment. The Company has two reportable segments based on business unit, retail trading and service business, and two reportable segments based on geographical location, Hong Kong and Non-Hong Kong.

 

 
F-17

Table of Contents

  

The Company’s chief operating decision maker (CODM) has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes.

 

The retail trading segment derives revenues from customers by providing health supplements and topical creams, while the service business segment derives revenues from provision of physical check-up services. The accounting policies of the retail trading and service business segment are the same as those described in the summary of significant accounting policies. The CODM assesses performance for both segment and decides how to allocate resources based on consolidated net income as reported on the income statement. The measure of segment assets is reported on the balance sheet as total consolidated assets.

 

The CODM uses net income to evaluate income generated from segment assets (return on assets) in deciding whether to reinvest profits into the retail trading segment or into other parts of the entity, such as for acquisitions.

 

The Company does not have intra-entity sales.

 

 

 

For the three months ended and

as of March 31, 2026

(Unaudited)

 

By Business Unit

 

Retail Trading

 

 

Service Business

 

 

Total

 

Revenues

 

$182,278

 

 

$6,478

 

 

$188,756

 

Less:

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenues

 

$(129,688 )

 

$-

 

 

$(129,688 )

Segment gross profit

 

$52,590

 

 

 

6,478

 

 

 

59,068

 

Less:

 

 

 

 

 

 

 

 

 

 

 

 

Salary

 

 

(77,250 )

 

 

(2,745 )

 

 

(79,995 )

Rental fees

 

 

(23,711 )

 

 

(843 )

 

 

(24,554 )

Advertising

 

 

(13,116 )

 

 

(466 )

 

 

(13,582 )

Consultancy fees

 

 

(12,589 )

 

 

(447 )

 

 

(13,036 )

Professional fees

 

 

(12,003 )

 

 

(427 )

 

 

(12,430 )

Audit fees

 

 

(3,863 )

 

 

(137 )

 

 

(4,000 )

Other segment items

 

 

(13,078 )

 

 

(465 )

 

 

(13,543 )

Segment (loss)

 

 

(155,610 )

 

 

(5,530 )

 

 

(161,140 )

Other income

 

 

-

 

 

 

-

 

 

 

-

 

(Loss) Income before income tax

 

 

(103,020 )

 

 

948

 

 

 

(102,072 )

Income tax provision

 

 

-

 

 

 

-

 

 

 

-

 

Segment net (loss) income

 

 

(103,020 )

 

 

948

 

 

 

(102,072 )

 

 

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of segment gross profit

 

 

 

 

 

 

 

 

 

 

 

 

Total segment gross profit

 

 

 

 

 

 

 

 

 

 

59,068

 

Segment operating expenses

 

 

 

 

 

 

 

 

 

 

(161,140 )

Other income

 

 

 

 

 

 

 

 

 

 

-

 

Income tax provision

 

 

 

 

 

 

 

 

 

 

-

 

Consolidated net loss

 

 

 

 

 

 

 

 

 

 

(102,072 )

 

 

 

 

 

 

 

 

 

 

 

 

 

Total consolidated assets

 

$539,583

 

 

$19,176

 

 

$558,759

 

Capital expenditure

 

$66,562

 

 

$2,366

 

 

$68,928

 

 

 

·

The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

 

·

Other segment items include building management fee, computer and networking, management fee, bank charges.

 

·

Costs and assets are allocated based on revenue ratio. The allocation is based on the percentage of total revenue each segment contributes.

 

 

 

For the three months ended and

as of March 31, 2025

(Unaudited)

 

By Business Unit

 

Retail Trading Business

 

 

Total

 

Revenues

 

$44,824

 

 

$44,824

 

Less:

 

 

 

 

 

 

 

 

Cost of revenues

 

 

(25,135 )

 

 

(25,135 )

Segment gross profit

 

$19,689

 

 

$19,689

 

Less:

 

 

 

 

 

 

 

 

Audit fees

 

 

(4,000 )

 

 

(4,000 )

IT fees

 

 

(4,499 )

 

 

(4,499 )

Rental fees

 

 

(3,856 )

 

 

(3,856 )

Other segment items

 

 

(340 )

 

 

(340 )

Segment loss

 

 

(12,695 )

 

 

(12,695 )

Other income

 

 

-

 

 

 

-

 

Income before income tax

 

 

6,994

 

 

 

6,994

 

Income tax provision

 

 

(935 )

 

 

(935 )

Segment net income

 

$6,059

 

 

$6,059

 

 

 

 

 

 

 

 

 

 

Reconciliation of profit or loss

 

 

 

 

 

 

 

 

Adjustments and reconciling items

 

 

 

 

 

 

-

 

Consolidated net income

 

 

 

 

 

$6,059

 

 

 

 

 

 

 

 

 

 

Total consolidated assets

 

$19,595

 

 

$19,595

 

Capital expenditure

 

$-

 

 

$-

 

 

·

The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

·

Other segment items include bank charges, printing and stationery.

 

 
F-18

Table of Contents

  

 

 

For the three months ended and

as of March 31, 2026

(Unaudited)

 

By Geographical Location

 

Hong Kong

 

 

Non-Hong Kong

 

 

Total

 

Revenues

 

$188,756

 

 

$-

 

 

$188,756

 

Less:

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenues

 

$(129,688 )

 

$-

 

 

$(129,688 )

Segment gross profit

 

$59,068

 

 

 

-

 

 

 

59,068

 

Less:

 

 

 

 

 

 

 

 

 

 

 

 

Salary

 

 

(79,995 )

 

 

-

 

 

 

(79,995 )

Rental fees

 

 

(24,554 )

 

 

-

 

 

 

(24,554 )

Advertising

 

 

(13,582 )

 

 

-

 

 

 

(13,582 )

Consultancy fees

 

 

(13,036 )

 

 

-

 

 

 

(13,036 )

Professional fees

 

 

-

 

 

 

(12,430 )

 

 

(12,430 )

Audit fees

 

 

-

 

 

 

(4,000 )

 

 

(4,000 )

Other segment items

 

 

(12,831 )

 

 

(712 )

 

 

(13,543 )

Segment (loss)

 

 

(143,998 )

 

 

(17,142 )

 

 

(161,140 )

Other income

 

 

-

 

 

 

-

 

 

 

-

 

(Loss) before income tax

 

 

(84,930 )

 

 

(17,142 )

 

 

(102,072 )

Income tax provision

 

 

-

 

 

 

-

 

 

 

-

 

Segment net (loss)

 

 

(84,930 )

 

 

(17,142 )

 

 

(102,072 )

 

 

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of segment gross profit

 

 

 

 

 

 

 

 

 

 

 

 

Total segment gross profit

 

 

 

 

 

 

 

 

 

 

59,068

 

Segment operating expenses

 

 

 

 

 

 

 

 

 

 

(161,140 )

Other income

 

 

 

 

 

 

 

 

 

 

-

 

Income tax provision

 

 

 

 

 

 

 

 

 

 

-

 

Consolidated net loss

 

 

 

 

 

 

 

 

 

 

(102,072 )

 

 

 

 

 

 

 

 

 

 

 

 

 

Total consolidated assets

 

$386,761

 

 

$171,998

 

 

$558,759

 

Capital expenditure

 

$68,928

 

 

$-

 

 

$68,928

 

 

 

·

The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

 

·

Other segment items include building management fee, computer and networking, management fee, bank charges.

 

 

 

For the three months ended and

As of March 31, 2025

(Unaudited)

 

By Geographical Location

 

Hong Kong

 

 

Non-Hong

Kong

 

 

Total

 

Revenues

 

$44,824

 

 

$-

 

 

$44,824

 

Less:

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenues

 

$(25,135 )

 

$-

 

 

$(25,135 )

Segment gross profit

 

$19,689

 

 

 

-

 

 

 

19,689

 

Less:

 

 

 

 

 

 

 

 

 

 

 

 

Audit fees

 

 

-

 

 

 

(4,000 )

 

 

(4,000 )

IT fees

 

 

(4,499 )

 

 

-

 

 

 

(4,499 )

Rental fees

 

 

(3,856 )

 

 

-

 

 

 

(3,856 )

Other segment items

 

 

-

 

 

 

(340 )

 

 

(340 )

Segment income (loss)

 

 

11,334

 

 

 

(4,340 )

 

 

6,994

 

Other income

 

 

-

 

 

 

-

 

 

 

-

 

Income (Loss) before income tax

 

 

11,334

 

 

 

(4,340 )

 

 

6,994

 

Income tax provision

 

 

(935 )

 

 

-

 

 

 

(935 )

Segment net income (loss)

 

 

10,399

 

 

 

(4,340 )

 

 

6,059

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of segment gross profit

 

 

 

 

 

 

 

 

 

 

 

 

Total segment gross profit

 

 

 

 

 

 

 

 

 

 

19,689

 

Segment operating expenses

 

 

 

 

 

 

 

 

 

 

(12,695 )

Other income

 

 

 

 

 

 

 

 

 

 

-

 

Income tax provision

 

 

 

 

 

 

 

 

 

 

(935 )

Consolidated net income

 

 

 

 

 

 

 

 

 

 

6,059

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total consolidated assets

 

$3,281

 

 

$16,314

 

 

$19,595

 

Capital expenditure

 

$-

 

 

$-

 

 

$-

 

 

·

The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

·

Other segment items include bank charges, printing and stationery.

 

15. SUBSEQUENT EVENTS

 

In accordance with ASC 855, the Company evaluated all of its activity through the issue date of the financial statements and concluded that no other subsequent events have occurred that would require recognition or disclosure in the financial statements. 

 

 
F-19

Table of Contents

  

Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations.

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Information contained in this quarterly report on Form 10-Q contains “forward-looking statements.” These forward-looking statements are contained principally in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology. The forward-looking statements herein represent our expectations, beliefs, plans, intentions or strategies concerning future events, including, but not limited to: our ability to consummate the Merger, as such term is defined below; the continued services of the Custodian as such term is defined below; our future financial performance; the continuation of historical trends; the sufficiency of our resources in funding our operations; our intention to engage in mergers and acquisitions; and our liquidity and capital needs. Our forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that any projections or other expectations included in any forward-looking statements will come to pass. Moreover, our forward-looking statements are subject to various known and unknown risks, uncertainties and other factors that may cause our actual results, performance, or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. These risks, uncertainties and other factors include but are not limited to: the risks of limited management, labor, and financial resources; our ability to establish and maintain adequate internal controls; our ability to develop and maintain a market in our securities; and our ability obtain financing, if and when needed, on terms that are acceptable. Except as required by applicable laws, we undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

 

As used in this quarterly report on Form 10-Q, “we”, “our”, “us” and the “Company” refer to Scientist Home Future Health Limited a Nevada corporation unless the context requires otherwise.

 

For clarity, Scientist Home Future Health Holding Limited, which was incorporated in the Republic of Marshall Islands, shall be referred to as “Scientist Home Holding” throughout. Scientist Home Future Health Limited, which was incorporated in Hong Kong, shall be referred to as “Scientist Home HK” throughout. 

 

Corporate History 

 

Scientist Home Future Health Limited (“we”, “us”, “our”, or the “Company”), was incorporated on July 3, 2024 in the State of Nevada.

 

On July 3, 2024, Mr. Chan Siu Hung was appointed as the Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary, and Director of the Company.

 

On July 3, 2024, we sold 100,000 shares of restricted Common Stock to Mr. Chan Siu Hung, at a price of $0.0001 per share of Common Stock. The total subscription amount paid by Mr. Chan was $10. Mr. Chan serves as our Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director.

 

On August 14, 2024, we sold 19,900,000 shares of restricted Common Stock to Mr. Chan Siu Hung, at a price of $0.0001 per share of Common Stock. The total subscription amount paid by Mr. Chan was $1,990.

 

On September 9, 2024, we sold 1,160,000 shares of restricted Common Stock to Chee Lay Peng, Chan Yan Kit, and Yuen Wai Ling, at a price of $0.002 per share of Common Stock. The total subscription amount paid by each party was $2,320. The total number of shares sold pursuant to the aforementioned transactions was 3,480,000.

 

On September 26, 2024, the Company acquired 100% of Scientist Home Holding, a company incorporated in the Republic of Marshall Islands on July 8, 2024, from Mr. Chan Siu Hung, who is our Chief Executive Officer and Director. Scientist Home Holding acts as an investment holding vehicle. The total consideration paid pursuant to this acquisition was $1.00. This transaction is classified as a related party transaction.

 

Scientist Home Holding has one wholly owned subsidiary, “Scientist Home HK,” which was incorporated in Hong Kong on July 8, 2024, is selling health supplements and topical creams through retail, and provision of physical check-up services.

 

For the year ended December 31, 2025, the Company issued an aggregated of 236,000 shares of its common stock at $1.5 per share for aggregate gross proceeds of $354,000. 

 

Current Business Operations

 

Scientist Home Future Health Limited is a Nevada corporation and is not a Chinese operating company. 

 

Scientist Home Future Health Limited operates through its wholly owned subsidiary in Hong Kong, Scientist Home HK, which specializing in the retail trading of health supplements and topical creams, and provision of physical check-up services. Our mission is to develop sustainable rehabilitation solutions, particularly for degenerative diseases, ensuring that our products not only address current symptoms but also support future, long-term health and recovery.

 

Our operations are primarily focused in Asia, where we have established a presence in Hong Kong. We serve a diverse and growing customer base that values our unique approach to health and wellness. This includes health-conscious individuals seeking natural solutions to maintain their overall wellness, individuals seeking for preventative health care and relief from chronic conditions, elderly populations managing age-related conditions such as arthritis, joint stiffness, and cardiovascular concerns, as well as professionals and athletes experiencing muscle strain, soreness, or minor injuries.

 

We believe that Scientist Home Future Health Limited is more than just a company - it’s a movement towards better health, driven by innovation, tradition, and a deep respect for the healing power of nature. As we continue to expand our reach, our vision remains clear: to be a leading force in the health and wellness industry.

 

 
3

Table of Contents

  

Results of Operations for three months ended March 31, 2026 and 2025

 

Revenues

 

For the three months ended March 31, 2026, the Company has generated a revenue of $188,756. The revenue generated was mainly from the retail sales of health supplements and topical creams, amount of $182,278 and provision of physical check-up services, amount of $6,478.

 

For the three months ended March 31, 2025, the Company generated revenue in the amount of $44,824. The revenue generated was mainly from the retail sales of health supplements and topical creams.

 

Cost of revenues

 

For the three months ended March 31, 2026, the Company has cost of revenues in the amount of $129,688. Cost of retail trading revenue was $129,688, while cost of service revenue was nil.

 

For the three months ended March 31, 2025, the Company has cost of revenues in the amount of $25,135.

 

The cost of retail trading revenue was mainly from the products cost and delivery cost. Currently, our product costs are 50% off of the recommended retail price. Pursuant to the non-exclusive distributor agreement with Scientist Home Limited, Scientist Home Limited shall have the right to revise products price at any time. Price changes shall apply to all purchase orders received after the effective date with the notice, except that any price increase shall be effective immediately upon notice to distributor and apply to those accepted but undelivered orders.

 

The cost of service revenue was mainly from the medical supplies cost.

 

General and Administrative Expenses

 

For the three months ended March 31, 2026, the Company incurred general and administrative expenses of $161,140. These were primarily comprised of staff salary, rental fees, advertising, consultancy fees, professional fees, audit fees, and other fees.

 

For the three months ended March 31, 2025, the Company had general and administrative expenses in the amount of $12,695. These were primarily comprised of audit fees, IT fees, rental fees, company incorporation fees, bank charges, printing and stationery. 

 

Net Loss

 

Our net loss for the three months ended March 31, 2026 was $102,072.

 

Our net income for the three months ended March 31, 2025 was $6,059.

 

Liquidity and Capital Resources 

 

The Company’s cash and cash equivalents has decreased from $68,888 as of December 31, 2025 to $15,332 as of March 31, 2026. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. For the three months ended March 31, 2026, the Company incurred a net loss of $102,072 and net current liabilities of $120,220. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s December 31, 2025 financial statements, has expressed substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

The Company’s ability to continue as a going concern is dependent upon improving its profitability and the continuing financial support from its major shareholders. Management believes the existing shareholders or external financing will provide additional cash to meet the Company’s obligations as they become due. Despite the amount of funds that the Company has raised in the past, no assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company can obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its shareholders, in the case of equity financing.

 

Cash used in Operating Activities

 

Net cash used in operating activities was $71,811 for the three months ended March 31, 2026. The cash used in operating activities was attributable to the net loss and decrease in other payables and accrued liabilities, contra by advances from a related party, decrease in inventories and decrease in deposits and prepayments.

 

Net cash used in operating activities was $4,832 for the period ended March 31, 2025. The cash used in operating activities was attributable to the net income, contra by decrease in other payables and accrued liabilities, and increase in inventories.

 

 
4

Table of Contents

  

Cash Used in Investing Activity

 

For the three months ended March 31, 2026 and 2025, the Company did not generate nor used any cash in investing activity.

 

Cash Provided by Financing Activities

 

Net cash provided by financing activities was $18,510 for the three months ended March 31, 2026, which was primarily due to advances from related party and advances from director.

 

Net cash provided by financing activities was $2,346 for the three months ended March 31, 2025, which was primarily due to advances from a related party.

 

Off-Balance Sheet Arrangements

 

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders as of March 31, 2026.

 

Contractual Obligations

 

As of March 31, 2026, we have two operating lease agreements for two office spaces in Hong Kong with a non-cancellable term of two years from July 1, 2025, to June 30, 2027, and a non-cancellable term of three years from September 16, 2025 to September 15, 2028, respectively. The future minimum rental payments under these leases in the aggregate are approximately $195,823 and are due as follows: 2026: $69,114; 2027: $80,633; and 2028: $46,076, respectively.

 

Critical Accounting Estimates

 

The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant accounting estimates reflected in the Company’s consolidated financial statements include allowance for inventories obsolescence, and allowance for expected credit loss. The following are the methods and assumptions used in determining our estimates.

 

Allowance for inventories obsolescence

 

Management reviews inventory on hand for estimated obsolescence or unmarketable items, as compared to future demand requirements and the shelf life of the various products. Based on the review, the Company records inventory write-downs, when necessary, when costs exceed expected net realizable value. The Company did not recognize any inventory write-downs for the period ended March 31, 2026.

 

Allowance for expected credit loss

 

The Company estimates and records a provision for its expected credit losses related to its financial instruments, including its trade receivables. Management considers historical collection rates, the current financial status of the Company’s customers, macroeconomic factors, and other industry-specific factors when evaluating current expected credit losses. Credit loss rate is determined by historical collection based on aging schedule, adjusted for current conditions using reasonable and supportable forecasts. Based on the aging categorization and the adjusted loss rate per category, an allowance for credit losses is calculated by multiplying the adjusted loss rate with the amortized cost in the respective age category.

 

 
5

Table of Contents

  

Revenue recognition

 

The Company derives its revenues through sale of goods, primarily health supplements and topical creams, and provision of physical check-up services. Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods and services. The Company applies the following five-step model in order to determine this amount:

 

 

(i)

identification of the promised goods and services in the contract;

 

 

(ii)

determination of whether the promised goods and services are performance obligations, including whether they are distinct in the context of the contract;

 

 

(iii)

measurement of the transaction price, including the constraint on variable consideration;

 

 

(iv)

allocation of the transaction price to the performance obligations; and

 

 

(v)

recognition of revenue when (or as) the Company satisfies each performance obligation.

 

The Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Under Topic 606, the Company records revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is probable.

 

Sales of health supplements and topical creams products

 

- Performance obligations satisfied at a point in time

 

The Company records revenue at a point in time from the sale of products upon delivery of the products at the Company’s office or shipment of the products to the customers, and upon its acceptance, and it is probable that the Company will collect the considerations to which it would be entitled to in exchange for the products sold. The revenue is recorded net of discounts.

 

Provision of physical check-up services

 

Performance obligations satisfied at a point in time

 

The Company records revenue at a point in time from the provision of services upon delivery of the services at the Company’s office, and upon its acceptance, and it is probable that the Company will collect the considerations to which it would be entitled to in exchange for the services rendered. The Company has determined that its performance obligation is to perform the agreed-upon specimen collection and testing procedures, and generate the related objective test results. The customer simultaneously receives and consumes the benefits of these services as they are performed. Accordingly, the performance obligation is satisfied at a point in time upon completion of the sampling and testing procedures that produce the objective results. The subsequent compilation or transmission of the test results to the customer is considered an administrative activity and does not represent a separate performance obligation. The revenue is recorded net of discounts.

 

Principal vs Agent assessment

 

The Company evaluates whether it is the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net basis) for non-exclusive distributor agreement. The Company considers whether it controls the products before it is transferred to the customer.

 

With reference to ASC 606-10-25-25, control of an asset refers to the ability to direct the use of, and obtain substantially all of the remaining benefits from, the asset. Control includes the ability to prevent other entities from directing the use of, and obtaining the benefits from, an asset. The benefits of an asset are the potential cash flows (inflows or savings in outflows) that can be obtained directly or indirectly in many ways, such as by selling or exchanging the asset and holding the asset.

 

With reference to ASC 606-10-55-37A, when another party is involved in providing goods or services to a customer, an entity that is a principal obtains control when a good or another asset from the other party that it then transfers to the customer.

 

Despite the common ownership the Company and Scientific Home Limited, the Company concludes that it controls the specified goods before they are transferred because it has entered into a non-exclusive distribution agreement that permits the Company to sell the products to its customers. The products purchased from the supplier are delivered and stored in the Company office. The Company has inventory risk before the goods is transferred to its customers. As part of this assessment, the Company also considers the three indicators of control in the standard and makes the following determinations that support its overall control evaluation:

 

 

·

The Company is responsible for fulfilling the promise to the customer, and the Company takes responsibility for the acceptability of the products.

 

 

 

 

·

The Company has inventory risk before the specified good or service has been transferred to a customer or after transfer of control to the customer.

 

 

 

 

·

The Company has discretion to establish prices.

 

 
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Hence, the Company concludes that it is a principal for the products sold.

 

Recently accounting pronouncements

 

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) or other standard-setting bodies that the Company adopts as of the specified effective date. Unless otherwise discussed, the Company does not believe that the adoption of any recently issued standards has had or may have a material impact on its condensed consolidated financial statements or disclosures.

 

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses. The new standard requires entities to disclose additional information about certain expenses, such as purchases of inventory, employee compensation, depreciation, intangible asset amortization, as well as selling expenses included in commonly presented expense captions on the income statement. The FASB further clarified the effective date in January 2025 with the issuance of ASU 2025-01, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Companies have the option to apply this guidance either on a retrospective or prospective basis, and early adoption is permitted.

 

In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract (“ASU 2025-07”). ASU 2025-07 adds a new scope exception in ASC Topic 815, Derivatives and Hedging, for certain contracts that are not traded on an exchange and have an underlying that is based on operations or activities specific to one of the parties to the contract. Additionally, the ASU clarifies that when an entity has a right to receive a share-based payment from its customer in exchange for the transfer of goods or services, the share-based payment should be accounted for as noncash consideration within the scope of Topic 606. The ASU is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. Companies have the option to apply this guidance either on a retrospective or prospective basis, and early adoption is permitted.

 

Item 3. Quantitative And Qualitative Disclosures About Market Risk.

 

As a “smaller reporting company”, we are not required to provide the information required by this Item.

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures.

 

Our management is responsible for establishing and maintaining a system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

 
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Management’s Report on Internal Control over Financial Reporting.

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

 

 

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

 

 

 

 

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

 

 

 

 

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

 

Our management assessed the effectiveness of our internal control over financial reporting based on the parameters set forth above and has concluded that as of March 31, 2026, our internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles as a result of the following material weaknesses:

 

 

The Company does not have sufficient segregation of duties within accounting functions due to only having one officer and limited resources.

 

 

 

 

The Company does not have an independent board of directors or an audit committee.

 

 

 

 

The Company does not have written documentation of our internal control policies and procedures.

 

We plan to rectify these weaknesses by implementing an independent board of directors, establishing written policies and procedures for our internal control of financial reporting, and hiring additional accounting personnel at such time as we complete a reverse merger or similar business acquisition.

 

Changes in Internal Control over Financial Reporting.

 

There have been no change in our internal control over financial reporting during the period ended March 31, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 
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PART II OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

The Company may be involved in certain legal proceedings that arise from time to time in the ordinary course of its business. Legal expenses associated with any contingency are expensed as incurred. The Company’s officers and directors are not aware of any threatened or pending litigation to which the Company is a party or which any of its property is the subject and which would have any material, adverse effect on the Company.

 

Item 1A. Risk Factors.

 

As a smaller reporting company, the Company is not required to disclose material changes to the risk factors that were contained in the Form S-1 registration statements.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

None.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

None.

  

 
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Item 6. Exhibits.

 

The exhibits listed on the Exhibit Index below are provided as part of this report.

 

Exhibit No.

 

Description

31.1*

 

Certification of principal executive and financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended.

 

 

 

321*

 

Certification of principal executive officer and principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended.

 

 

 

101.INS*

 

INLINE XBRL INSTANCE

 

 

 

101.SCH*

 

INLINE XBRL TAXONOMY EXTENSION SCHEMA

 

 

 

101.CAL*

 

INLINE XBRL TAXONOMY EXTENSION CALCULATION

 

 

 

101.DEF*

 

INLINE XBRL TAXONOMY EXTENSION DEFINITION

 

 

 

101.LAB*

 

INLINE XBRL TAXONOMY EXTENSION LABELS

 

 

 

101.PRE*

 

INLINE XBRL TAXONOMY EXTENSION PRESENTATION

 

 

 

104*

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

*

Filed herewith.

 

 
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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

SCIENTIST HOME FUTURE HEALTH LIMITED

 

 

 

 

 

Dated: May 14, 2026

By:

/s/ Chan Siu Hung

 

 

 

Chan Siu Hung

 

 

 

Chief Executive Officer, Chief Financial Officer,

President, Secretary, Treasurer, and Director

(Principal Executive Officer and Principal Financial Officer)

 

 

 
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