Scientist Home Future Health: cash runway under 1 month
SHFH said its current financing plans are not contractually secured and do not resolve substantial doubt about its ability to continue as a going concern.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Scientist Home Future Health Ltd. (SHFH) reported nine-month revenue of $485,043 for the period ended September 30, 2026, up 318.2% from $115,980 a year earlier. Retail trading contributed $474,779 and services $10,264. Third-quarter revenue was $211,984 and net income was $8,212, compared with $39,604 revenue and a $47,845 net loss in the 2025 quarter.
For the first nine months, SHFH recorded a $191,712 net loss, versus a $78,999 loss a year earlier, and net cash used in operating activities was $129,233. Cash as of September 30 was $13,653, which management said provided less than one month of operational cash runway; the working capital deficit was $198,046. A $198,574 non-trade balance due to related party B is repayable on demand. Management estimated a $255,600 projected cash outflow and working capital funding gap over the next 12 months, and said its plans do not alleviate substantial doubt about SHFH's ability to continue as a going concern.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointNine-month revenue increased 318.2% to $485,043 year over year.
Negative
- Major pointCash runway: less than one month; plans do not alleviate substantial doubt.
- Moderate pointNine-month net loss widened to $191,712 from $78,999.
Filing Explained
The lease schedule totals $377,078 before discounting and includes a renewal period through September 2031.
This quarterly report shows Scientist Home Future Health issued no common shares during the nine months ended
Separately, the company lists
Key Figures
Key Terms
going concern financial
working capital deficit financial
performance obligation financial
valuation allowance financial
weighted average discount rate financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much revenue did SHFH report for the first nine months of 2026?
How much funding does SHFH estimate it needs over the next 12 months?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
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
(Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
(Address of principal executive offices)
Registrant’s telephone number, including area code: +
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. ☒
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). ☒
Indicate by check mark whether the registrant is a large accelerated Shell, 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 | ☐ |
☒ | 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.)
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 October 30, 2026 was
SCIENTIST HOME FUTURE HEALTH LIMITED
QUARTERLY REPORT ON FORM 10-Q
For the nine months ended September 30, 2026
Part I – FINANCIAL INFORMATION |
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Item 1. | Financial Statements (unaudited) |
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Item 2. | Management’s Discussion and Analysis of Financial Conditions and Results of Operations |
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Item 3. | Quantitative and Qualitative Disclosures about Market Risk |
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Item 4. | Controls and Procedures |
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Part II – OTHER INFORMATION |
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Item 1. | Legal Proceedings |
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Item 1A. | Risk Factors |
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Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
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Item 3. | Defaults Upon Senior Securities |
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Item 4. | Mine Safety Disclosures |
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Item 5. | Other Information |
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Item 6. | Exhibits |
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SIGNATURES |
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2 |
PART I FINANCIAL INFORMATION
Item 1. Financial Statements.
INDEX TO FINANCIAL STATEMENTS - SCIENTIST HOME FUTURE HEALTH LIMITED
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Unaudited Financial Statements |
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CONDENSED CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2026 (UNAUDITED) AND DECEMBER 31, 2025 (AUDITED) |
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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025 (UNAUDITED) | F-3 | ||
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025 (UNAUDITED) |
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025 (UNAUDITED) |
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025 (UNAUDITED) |
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| Table of Contents |
SCIENTIST HOME FUTURE HEALTH LIMITED
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2026 (UNAUDITED) AND DECEMBER 31, 2025 (AUDITED)
(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)
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Assets |
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Current assets |
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Cash and cash equivalents |
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Inventories |
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Deposits and prepayments |
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Total current assets |
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Non-current assets |
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Right-of-use assets, net (including $ |
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Property, plant and equipment, net |
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Total non-current assets |
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Total assets |
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Liabilities and stockholders’ equity |
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Current liabilities |
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Other payables and accrued liabilities |
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Income tax payable |
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Amount due to a related party |
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Amount due to a director |
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Lease liability – current portion (including $ |
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Total current liabilities |
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Non-current liabilities |
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Lease liability – non-current portion (including $Nil and $ |
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Total non-current liabilities |
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Total liabilities |
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Stockholders’ equity |
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Common stock, par value $ |
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Additional paid in capital |
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Accumulated other comprehensive loss |
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Accumulated deficit |
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Total stockholders’ deficit |
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Total liabilities and stockholders’ equity |
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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 AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025 (UNAUDITED)
(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)
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Revenues: |
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Retail trading revenue |
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Service revenue |
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Total revenues |
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Cost of revenues: |
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Cost of revenues (including $90,964 and $23,534 of cost of revenues to related party for the three months ended September 30, 2026 and 2025 respectively; including $275,846 and $66,682 of cost of revenues to related party for the nine months ended September 30, 2026 and 2025) |
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Cost of service revenue |
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Total cost of revenues |
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Gross profit |
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Selling, general and administrative expenses (including $5,738 and $5,768 of selling, general and administrative expenses to related party for the three months ended September 30, 2026 and 2025 respectively; including $17,241 and $13,459 of selling, general and administrative expenses to related party for the nine months ended September 30, 2026 and 2025) |
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Income/(Loss) from operation |
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Other Income |
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Income/(Loss) before income tax |
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Income tax expense |
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Net income/(loss) |
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Other comprehensive income/(loss): |
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Foreign currency translation |
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Total comprehensive income/(loss) |
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Net income/(loss) per share, basic and diluted |
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Weighted average number of common shares outstanding - basic and diluted |
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The accompanying notes are an integral part of these financial statements.
| F-3 |
| Table of Contents |
SCIENTIST HOME FUTURE HEALTH LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025 (UNAUDITED)
(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)
For the nine months ended September 30, 2026 (Unaudited)
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| COMMON STOCK |
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| ADDITIONAL |
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| PAID-IN CAPITAL |
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| COMPREHENSIVE LOSS |
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| ACCUMULATED DEFICIT |
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| TOTAL EQUITY |
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Balance as of December 31, 2025 |
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Net loss for the period |
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Foreign currency translation |
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Balance as of March 31, 2026 |
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Net loss for the period |
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Foreign currency translation |
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Balance as of June 30, 2026 |
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Net income for the period |
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Balance as of September 30, 2026 |
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For the nine months ended September 30, 2025 (Unaudited)
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| COMPREHENSIVE LOSS |
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| SUBSCRIPTION RECEIVABLE |
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| TOTAL EQUITY |
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Balance as of December 31, 2024 |
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Net income for the period |
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Balance as of March 31, 2025 |
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Issuance of shares |
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Net loss for the period |
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Foreign currency translation |
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Balance as of June 30, 2025 |
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Issuance of shares |
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Net loss for the period |
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Foreign currency translation |
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Balance as of September 30, 2025 |
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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 NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025 (UNAUDITED)
(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)
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| For the nine months ended September 30, 2026 |
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| For the nine months ended September 30, 2025 |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net loss |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Depreciation |
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Amortization of operating lease right-of-use assets |
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Changes in operating assets and liabilities: |
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Inventories |
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Deposits and prepayments |
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Other payables and accrued liabilities |
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Amount due to a related party |
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Change in lease liability |
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Net cash used in operating activities |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Issuance of shares |
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Amount due to a director |
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Amount due to a related party |
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Net cash provided by financing activities |
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Effect of exchange rate changes in cash and cash equivalents |
| $ | ( | ) |
| $ | ( | ) |
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Net (decrease)/increase in cash and cash equivalents |
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Cash and cash equivalents, beginning of period |
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CASH AND CASH EQUIVALENTS, END OF PERIOD |
| $ |
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| $ |
| ||
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SUPPLEMENTAL CASH FLOWS INFORMATION |
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Income taxes paid |
| $ |
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| $ |
| ||
Interest paid |
| $ |
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| $ |
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SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES |
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Right-of-use assets obtained in exchange for new operating lease liabilities |
| $ |
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| $ |
| ||
Expenses paid by related party B on behalf of the Company |
| $ |
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| $ |
| ||
The accompanying notes are an integral part of these financial statements.
| F-5 |
| Table of Contents |
SCIENTIST HOME FUTURE HEALTH LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025 (UNAUDITED)
(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 |
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Scientist Home Future Health Holding Limited (“Scientist Home Holding”) |
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Scientist Home Future Health Limited (“Scientist Home HK”) |
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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
On September 26, 2024, Scientist Home Holding acquired
Because these transactions occurred between entities under the continuous common control of Mr. Chan Siu Hung, the reorganization was accounted for as a combination of entities under common control in accordance with FASB Accounting Standards Codification ("ASC") Subtopic 805-50, Business Combinations — Related Issues. Pursuant to ASC 805-50, the assets and liabilities transferred were recognized at their historical carrying amounts at the date of the transfer. The financial statements have been retroactively adjusted to reflect the combination as if the current corporate structure had been in place since inception (July 3, 2024), and the historical equity accounts of the combining entities have been combined.
Scientist Home Future Health Limited and its subsidiaries are hereinafter referred to as the “Company”.
2. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements of the Company are prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and in conformity with generally accepted accounting principles in the U.S. (“US GAAP”) for interim financial information, including Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements. All material inter-company accounts and transactions have been eliminated in consolidation. The Company has adopted December 31 as its fiscal year end.
| F-6 |
| Table of Contents |
In the opinion of management, the accompanying condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows for the interim periods presented. Operating results for the three and nine months ended September 30, 2026 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2026.
These interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
3. GOING CONCERN
The accompanying condensed consolidated 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. The Company has experienced recurring operating losses, negative cash flows from operations, and has a significant working capital deficit. For the nine months ended September 30, 2026, the Company incurred a net loss of $
The Company's operations have been heavily dependent on financial support from related party B, which has provided $
These factors, along with the fact that the Company’s independent registered public accounting firm expressed substantial doubt about the Company’s ability to continue as a going concern in its report on the December 31, 2025 financial statements, raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these financial statements are issued.
Based on the Company's current operating structure, management estimates its regular operating cash requirements to be a monthly burn rate of approximately $
• | Shareholder and external funding: Actively seeking additional capital injections from existing shareholders and external investors through new equity or stock issuances. |
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• | Cost-control measures: Implementing rigorous operational efficiency plans and targeted cash preservation strategies to strictly monitor and minimize administrative overhead. |
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• | Continued related party reliance: Drawing on continued working capital advances from related party B as necessary to meet short-term operational obligations. |
The execution of the equity financing strategy and the continued reliance on funding from Related Party B are subject to market conditions and are outside of management's direct control. The historical financial support from the related party is discretionary, and there is no written or contractually binding financial support agreement in place to secure future funding. Because these plans have not been legally finalized or contractually backed as of the issuance date, it is probable that these plans cannot be effectively implemented to fully mitigate the liquidity risk.
Accordingly, management's plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
| F-7 |
| 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. The Company has no material receivables as of September 30, 2026.
| F-8 |
| Table of Contents |
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 September 30, 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 |
| |
Machinery |
| |
Office equipment |
|
Revenue Recognition
The Company derives its revenues through the sale of goods, primarily health supplements and topical creams, and the 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.
The Company applies ASC 606 and utilizes the following five-step model in order to determine the timing and amount of revenue recognition:
| (i) | Identification of the promised goods and services in the contract; |
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| (ii) | Determination of whether the promised goods and services are performance obligations, including whether they are distinct in the context of the contract; |
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| (iii) | Measurement of the transaction price, including the constraint on variable consideration; |
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| (iv) | Allocation of the transaction price to the performance obligations; and |
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| (v) | Recognition of revenue when (or as) the Company satisfies each performance obligation. |
Sales of health supplements and topical creams products
- Performance obligations satisfied at a point in time
| F-9 |
| Table of Contents |
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 physical check-up services upon completion and delivery of the services at the Company’s office, which represents the point where control of the services transfers to the customer. 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. Because the customer cannot utilize or derive benefit from the testing process until the objective results are determined, the performance obligation does not meet any of the criteria for over-time recognition under ASC 606.
Accordingly, the performance obligation is satisfied at a point in time upon the completion of the sampling and testing procedures that produce the final objective results and render the service complete. The subsequent compilation or transmission of these test results to the customer is considered an administrative activity and does not represent a separate performance obligation. 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.
| F-10 |
| Table of Contents |
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.
- Sales of health supplements and topical creams products
Despite the common ownership the Company and related party B, 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. |
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· | 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. |
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· | The Company has discretion to establish prices. |
Hence, the Company concludes that it is a principal for the products sold.
Disaggregated information of revenues are as follows:
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| Three Months Ended September 30, 2026 |
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| Proportion % |
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| Nine Months Ended September 30, 2026 |
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| Proportion % |
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Retail trading revenue: |
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Scientist Home Cholipolysis Cholic Acid |
| $ |
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| % |
| $ |
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| % | ||||
Scientist Home Immune Study |
| $ |
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| % |
| $ |
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| % | ||||
Scientist Home Mixed Gelatine Hydrolysate |
| $ |
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| % |
| $ |
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| % | ||||
Scientist Home High Concentration Proteinase |
| $ |
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| % |
| $ |
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| % | ||||
Scientist Home Fibrosis Study |
| $ |
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| % |
| $ |
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| % | ||||
Scientist Home Chelation Study |
| $ |
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| % |
| $ |
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Lipolysis and Fat Reduction Research |
| $ |
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| % |
| $ |
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Enzyme and Coenzyme Research |
| $ |
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| % |
| $ |
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Iron Heavy Metals Chelation |
| $ |
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| $ |
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Matrine Propolis |
| $ |
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| % |
| $ |
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Regulatory T Cells Research |
| $ |
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| % |
| $ |
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| % | ||||
Neurological Study |
| $ |
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| % |
| $ |
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| % | ||||
Scientist Home Bone Gelatine Hydrolysate |
| $ |
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| % |
| $ |
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| % | ||||
Scientist HomeE Mixed Inositol |
| $ |
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| % |
| $ |
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| % | ||||
Mixed Gelatine Hydrolysate |
| $ |
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| % |
| $ |
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Prostate Health Research |
| $ |
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| % |
| $ |
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Hydrolyzed Collagen |
| $ |
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| % |
| $ |
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Recurrence Research |
| $ |
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| % |
| $ |
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| % | ||||
Inversion Study |
| $ |
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| % |
| $ |
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| % | ||||
Vascular Study |
| $ |
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| % |
| $ |
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Mixed Taurine |
| $ |
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| % |
| $ |
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Calcification Study Cream |
| $ |
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| % |
| $ |
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New Fiber Research |
| $ |
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| % |
| $ |
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Thyroid research |
| $ |
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| % |
| $ |
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Others (Rest of Products and Delivery Fee) |
| $ |
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| % |
| $ |
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| % | ||||
Total retail trading revenue |
| $ |
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| % |
| $ |
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Service revenue: |
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Blood test and Ultrasound |
| $ |
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| % |
| $ |
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| % | ||||
Total service revenue |
| $ |
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| % |
| $ |
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| % | ||||
Total revenues |
| $ |
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| % |
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| F-11 |
| Table of Contents |
|
| Three Months Ended September 30, 2025 |
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| Proportion % |
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| Nine months Ended September 30, 2025 |
|
| Proportion % |
| ||||
Scientist Home Mixed Gelatine Hydrolysate |
| $ |
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| % |
| $ |
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| % | ||||
Scientist Home High Concentration Proteinase |
| $ |
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| % |
| $ |
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| % | ||||
Scientist Home Vein Cream |
| $ |
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| % |
| $ |
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| % | ||||
Scientist Home Bone Gelatine Hydrolysate |
| $ |
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| % |
| $ |
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| % | ||||
Scientist Home Spermaceti Cream |
| $ |
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| % |
| $ |
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| % | ||||
Scientist Home Calcification Cream |
| $ |
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| % |
| $ |
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| % | ||||
Others (Delivery Fee) |
| $ |
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| % |
| $ |
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Total retail trading revenue |
| $ |
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| % |
| $ |
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| F-12 |
| Table of Contents |
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 common stock outstanding. Diluted earnings per share reflects the amount of net income available to each common stock outstanding during the period plus the number of additional shares that would have been outstanding if potentially dilutive securities had been issued.
For the three and nine months ended September 30, 2026 and 2025, the Company had no potentially dilutive securities outstanding. Accordingly, basic and diluted net loss per share are identical for all periods presented.
Advertising Costs
Advertising costs are expensed as incurred. For the nine months ended September 30, 2026 and 2025, advertising expenses were $
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$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity.
| F-13 |
| Table of Contents |
Translation of amounts from HK$ into US$1 has been made at the following exchange rates for the respective periods:
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| As of and for the nine months ended September 30, 2026 |
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| As of and for the year ended December 31, 2025 |
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| As of and for the nine months ended September 30, 2025 |
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Period-end HK$ : US$1 exchange rate |
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Period-average HK$ : US$1 exchange rate |
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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.
| F-14 |
| Table of Contents |
Lease
The Company determines if an arrangement is a lease at inception. The Company leases offices under operating leases with fixed periods that may include options to extend or terminate the lease. The lease term includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.
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.
| F-15 |
| Table of Contents |
As of September 30, 2026, the Company holds two operating leases for office spaces located in Hong Kong:
The Company entered a lease for a lease term of
The Company entered a lease for a lease term of
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 15 - 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.
Emerging Growth Company Accounting Election
The Company is an Emerging Growth Company ("EGC") as defined in Section 2(a) of the Securities Act of 1933, as amended, by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). Section 107 of the JOBS Act provides that an EGC can take advantage of an extended transition period for complying with new or revised financial accounting standards. This allows an EGC to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
The Company has elected to use this extended transition period and, as a result, will adopt new or revised accounting standards on the relevant dates on which adoption is required for entities other than public business entities (non-PBEs).
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. We are currently evaluating the impact of this ASU on our interim reporting financial statements and disclosures.
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. We are currently evaluating the impact of this ASU on our interim reporting financial statements and disclosures.
| F-16 |
| Table of Contents |
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which intended to improve the navigability of the guidance in Accounting Standards Codification (“ASC”) Topic 270 and clarify when it applies. Under the amendments, an entity is subject to ASC 270 if it provides interim financial statements and notes in accordance with GAAP. The ASU also addresses the form and content of such financial statements, adds list to ASC 270 of the interim disclosures required by all other ASC topics, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity. The amendments are not intended to change the fundamental nature of interim reporting or expand or reduce current interim disclosure requirements but rather to reflect the effects of the SEC’s form and content requirements related to interim reporting. The amendments of this ASU are effective to us for interim reporting periods within annual reporting periods beginning after December 15, 2028, with early adoption permitted. Companies have the option to apply this guidance either on a retrospective or prospective basis, and early adoption is permitted. We are currently evaluating the impact of this ASU on our interim reporting financial statements and disclosures.
In December 2025, the FASB issued ASU 2025-12, Codification Improvements. This ASU is intended to enhance the Codification by refining guidance and simplifying its application through technical corrections, helping to enhance consistency and make the standards easier for preparers and users to interpret. The ASU is effective for fiscal years beginning after December 15, 2026, and the interim periods within fiscal years beginning after December 15, 2026. Companies have the option to apply this guidance either on a retrospective or prospective basis, and early adoption is permitted. We are currently evaluating the impact of this ASU on the Company’s consolidated financial statements and disclosures.
There have been no other recent accounting pronouncements, changes in accounting pronouncements or recently adopted accounting guidance for the period ended September 30, 2026 that are of significance or potential significance to us.
| F-17 |
| Table of Contents |
5. INVENTORIES
|
| As of September 30, 2026 (Unaudited) |
|
| As of December 31, 2025 (Audited) |
| ||
Trading goods |
| $ |
|
| $ |
| ||
Goods in transit |
| $ |
|
| $ |
| ||
Total inventories |
| $ |
|
| $ |
| ||
6. DEPOSITS AND PREPAYMENTS
Deposits and prepayments consist of the following:
|
| As of September 30, 2026 (Unaudited) |
|
| As of December 31, 2025 (Audited) |
| ||
Deposits |
| $ |
|
| $ |
| ||
Prepayments |
|
|
|
|
|
| ||
Total deposits and prepayment |
| $ |
|
| $ |
| ||
7. OTHER PAYABLES AND ACCRUED LIABILITIES
Other payables and accrued liabilities consist of the following:
|
| As of September 30, 2026 (Unaudited) |
|
| As of December 31, 2025 (Audited) |
| ||
Accrual |
| $ |
|
| $ |
| ||
Other payables |
|
|
|
|
|
| ||
Total other payables and accrued liabilities |
| $ |
|
| $ |
| ||
8. PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment consist of the following:
|
| As of September 30, 2026 (Unaudited) |
|
| As of December 31, 2025 (Audited) |
| ||
Computer equipment |
| $ |
|
| $ |
| ||
Machinery |
|
|
|
|
|
| ||
Office equipment |
|
|
|
|
|
| ||
Total property, plant and equipment |
| $ |
|
| $ |
| ||
Less: Accumulated depreciation |
|
| ( | ) |
|
| ( | ) |
Total property, plant and equipment, net |
| $ |
|
| $ |
| ||
| F-18 |
| Table of Contents |
Depreciation expense was $
9. SHAREHOLDERS’ EQUITY
On July 3, 2024, upon the incorporation of the Company, Mr. Chan Siu Hung, subscribed
On August 14, 2024, Mr. Chan Siu Hung, has further subscribed
For the period ended December 31, 2024, each of three (3) investors subscribed
For the year ended December 31, 2025, the Company issued an aggregated of
As of September 30, 2026, the Company had a total of
| F-19 |
| Table of Contents |
10. AMOUNT DUE TO A DIRECTOR
As of September 30, 2026, a director of the Company advanced $
As of December 31, 2025, a director of the Company advanced $
11. INCOME TAX
The Company determines its interim income tax provision by applying the estimated annual effective tax rate to year-to-date ordinary income, in accordance with the interim period guidance under ASC 740-270. This estimated rate reflects our projected full-year tax profile and serves as the primary basis for the annual tax rate reconciliation presented below.
The loss from operation before income tax of the Company for the nine months ended September 30, 2026 and 2025 were comprised of the following:
|
| For the nine months ended September 30, 2026 (Unaudited) |
|
| For the nine months ended September 30, 2025 (Unaudited) |
| ||
Tax jurisdictions from: |
|
|
|
|
|
| ||
– Local |
| $ | ( | ) |
| $ | ( | ) |
– Foreign, representing: |
|
|
|
|
|
|
|
|
Marshall Islands (non-taxable jurisdiction) |
|
| ( | ) |
|
| ( | ) |
Hong Kong |
|
| ( | ) |
|
| ( | ) |
Loss before income taxes |
| $ | ( | ) |
| $ | ( | ) |
Provision for income taxes consisted of the following: | ||||||||
|
| For the nine months ended September 30, 2026 (Unaudited) |
|
| For the nine months ended September 30, 2025 (Unaudited) |
| ||
Current: |
|
|
|
|
|
| ||
- Local |
| $ |
|
| $ |
| ||
- Foreign |
|
|
|
|
|
| ||
Total current |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Deferred: |
|
|
|
|
|
|
|
|
- Local |
| $ |
|
| $ |
| ||
- Foreign |
|
|
|
|
|
| ||
Total deferred |
|
|
|
|
|
| ||
Total provision for income taxes |
|
|
|
|
|
| ||
| F-20 |
| Table of Contents |
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 nine months ended September 30, 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
No deferred taxes were recognized for the nine months ended September 30, 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 nine months ended September 30, 2026 and 2025 is as follows:
|
| For the nine months ended September 30, 2026 (Unaudited) |
|
| For the nine months ended September 30, 2025 (Unaudited) |
| ||||||||||
|
| Amount |
|
| Percent |
|
| Amount |
|
| Percent |
| ||||
Loss before income taxes |
| $ | ( | ) |
|
|
|
| $ | ( | ) |
|
|
| ||
Statutory federal income tax rate |
|
| ( | ) |
|
| % |
|
| ( | ) |
|
| % | ||
State and local income tax, net of federal income tax effect |
|
|
|
| % |
|
|
|
| % | ||||||
Change in valuation allowances |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-Change in valuation allowances – U.S. |
|
|
|
|
| ( | )% |
|
|
|
|
| ( | )% | ||
-Change in valuation allowances – Marshall Islands |
|
|
|
| % |
|
|
|
| % | ||||||
-Change in valuation allowances – Hong Kong |
|
|
|
|
| ( | )% |
|
|
|
|
| ( | )% | ||
Effect of foreign tax rate differences |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-Foreign rate difference – Marshall Islands |
|
|
|
|
| ( | )% |
|
|
|
|
| ( | )% | ||
-Foreign rate difference – Hong Kong |
|
|
|
|
| ( | )% |
|
|
|
|
| ( | )% | ||
Income tax expense and effective tax rate |
| $ |
|
| % |
| $ |
|
| % | ||||||
For the nine months ended September 30, 2026 and 2025, the cash paid for income taxes of the Company were nil.
Deferred taxes of the Company are as follows:
|
| As of September 30, 2026 (Unaudited) |
|
| As of December 31, 2025 (Audited) |
| ||
Deferred tax assets |
|
|
|
|
|
| ||
Net operating loss (NOL) carryforwards: |
|
|
|
|
|
| ||
- Local |
| $ |
|
| $ |
| ||
- Marshall Islands |
|
|
|
|
|
| ||
- Hong Kong |
|
|
|
|
|
| ||
Gross deferred tax assets |
|
|
|
|
|
| ||
Less: Valuation allowance |
|
| ( | ) |
|
| ( | ) |
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 $
| F-21 |
| Table of Contents |
12. LEASE RIGHT-OF-USE ASSET AND LEASE LIABILITIES
Right-Of-Use Assets |
|
|
| |
Balance as of December 31, 2025 (Audited) |
| $ |
| |
New right-of-use assets recognized |
|
|
| |
Amortization for the period ended September 30, 2026 |
|
| ( | ) |
Adjustment for non-exercising option |
|
|
| |
Adjustment for foreign currency translation difference |
|
| ( | ) |
Balance as of September 30, 2026 (Unaudited) |
| $ |
| |
|
|
|
|
|
Lease Liability |
|
|
|
|
Balance as of December 31, 2025 (Audited) |
| $ |
| |
New lease liability recognized |
|
|
| |
Imputed interest for the period ended September 30, 2026 |
|
|
| |
Gross repayment for the period ended September 30, 2026 |
|
| ( | ) |
Adjustment for non-exercising option |
|
|
| |
Adjustment for foreign currency translation difference |
| $ | ( | ) |
Balance as of September 30, 2026 (Unaudited) |
| $ |
| |
|
|
|
|
|
Lease liability current portion |
|
|
| |
Lease liability non-current portion |
| $ |
| |
Lease Cost
The components of lease cost are reflected in the table below:
|
| Three Months Ended |
|
| Nine Months Ended |
| ||||||||||
|
| September 30, |
|
| September 30, |
| ||||||||||
|
| 2026 |
|
| 2025 |
|
| 2026 |
|
| 2025 |
| ||||
|
| (Unaudited) |
|
| (Unaudited) |
|
| (Unaudited) |
|
| (Unaudited) |
| ||||
Operating lease cost |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Total lease cost |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Other information:
|
| For the nine months ended September 30, 2026 (Unaudited) |
|
| For the nine months ended September 30, 2025 (Unaudited) |
| ||
Cash paid for amounts included in the measurement of lease liabilities: |
|
|
|
|
|
| ||
Operating cash flow to operating lease |
| $ |
|
| $ |
| ||
Right-of-use assets obtained in exchange for operating lease liabilities |
|
|
|
|
|
| ||
Remaining lease term for operating lease (years) |
|
|
|
|
|
| ||
Weighted average discount rate for operating lease |
|
| % |
|
| % | ||
| F-22 |
| Table of Contents |
Maturity Analysis
The following table reflects undiscounted cash flows on an annual basis for the Company’s lease liabilities as of September 30, 2026;
Period / Fiscal Year |
| Operating leases |
| |
Remainder of 2026 |
| $ |
| |
2027 |
| $ |
| |
2028 |
| $ |
| |
2029 |
| $ |
| |
2030 |
| $ |
| |
2031 |
| $ |
| |
Total lease payments |
| $ |
| |
Less: Imputed interest |
| $ | ( | ) |
Less: Foreign exchange translation adjustment |
| $ | ( | ) |
Discounted lease liability |
| $ |
| |
13. 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 |
|
| $ |
| ||
Room B3, Block B, 3/F, Mow Hing Industrial Building, 205 Wai Yip Street, Kwun Tong, Kowloon, Hong Kong |
|
| $ |
| ||
|
| For the nine months ended September 30, 2026 (Unaudited) |
|
| For the nine months ended September 30, 2025 (Unaudited) |
| ||
Operating lease cost to related party A |
| $ |
|
| $ |
| ||
The Company purchases the trading goods and courier services from related party B, amounting to $
| F-23 |
| Table of Contents |
The Company purchases the trading goods and courier services from related party B, amounting to $
Due to related party |
| As of September 30, 2026 (Unaudited) |
|
| As of December 31, 2025 (Audited) |
| ||
Related party B– operating |
| $ |
|
| $ | ( | ) | |
Related party B– financing |
|
|
|
|
|
| ||
Total |
| $ |
|
| $ |
| ||
As of September 30, 2026, the amounts due to related party B of $
As of December 31, 2025, the amounts due from related party B of $
| F-24 |
| Table of Contents |
14. CONCENTRATION OF RISK
Customer Concentration
For the three and nine months ended September 30, 2026, the Company generated total revenue of $
For the three and nine months ended September 30, 2025, the Company generated total revenue of $
Vendor Concentration
For the three and nine months ended September 30, 2026, the Company incurred cost of revenues of $
For the three and nine months ended September 30, 2025, the Company incurred cost of revenues of $
|
| For the three months ended September 30, 2026 (Unaudited) |
| |||||||||
|
| Cost of revenue |
|
| Percentage of Cost of revenue |
|
| Accounts payable, trade |
| |||
|
|
|
|
|
|
|
|
|
| |||
Related party B |
| $ |
|
|
| % |
| $ |
| |||
Total |
| $ |
|
|
| % |
| $ |
| |||
|
| For the nine months ended September 30, 2026 (Unaudited) |
| |||||||||
|
| Cost of revenue |
|
| Percentage of Cost of revenue |
|
| Accounts payable, trade |
| |||
|
|
|
|
|
|
|
|
|
| |||
Related party B |
| $ |
|
|
| % |
| $ |
| |||
Total |
| $ |
|
|
| % |
| $ |
| |||
|
| For the three months ended September 30, 2025 (Unaudited) |
| |||||||||
|
| Cost of revenue |
|
| Percentage of Cost of revenue |
|
| Accounts payable, trade |
| |||
|
|
|
|
|
|
|
|
|
| |||
Related party B |
| $ |
|
|
| % |
| $ |
| |||
Total |
| $ |
|
|
| % |
| $ |
| |||
| F-25 |
| Table of Contents |
|
| For the nine months ended September 30, 2025 (Unaudited) |
| |||||||||
|
| Cost of revenue |
|
| Percentage of Cost of revenue |
|
| Accounts payable, trade |
| |||
|
|
|
|
|
|
|
|
|
| |||
Related party B |
| $ |
|
|
| % |
| $ |
| |||
Total |
| $ |
|
|
| % |
| $ |
| |||
Related party B is an entity owned by our Chairman, Chief Executive Officer and Director of the Company.
15. 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.
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.
| F-26 |
| Table of Contents |
The Company does not have intra-entity sales.
|
| For the nine months ended and as of September 30, 2026 (Unaudited) |
| |||||||||
By Business Unit |
| Retail Trading |
|
| Service Business |
|
| Total |
| |||
Revenues |
| $ |
|
| $ |
|
| $ |
| |||
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues |
| $ | ( | ) |
| $ |
|
| $ | ( | ) | |
Segment gross profit |
| $ |
|
|
|
|
|
|
| |||
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
Salary |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Rental fees |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Consultancy fees |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Advertising |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Professional fees |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Audit fees |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Depreciation |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Other segment items |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Total segment expenses |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Other income |
|
|
|
|
|
|
|
|
| |||
(Loss)/Income before income tax |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Income tax provision |
|
|
|
|
|
|
|
|
| |||
Segment net (loss)/income |
|
| ( | ) |
|
|
|
|
| ( | ) | |
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of segment gross profit |
|
|
|
|
|
|
|
|
|
|
|
|
Total segment gross profit |
|
|
|
|
|
|
|
|
|
|
| |
Segment operating expenses |
|
|
|
|
|
|
|
|
|
| ( | ) |
Other income |
|
|
|
|
|
|
|
|
|
|
| |
Income tax provision |
|
|
|
|
|
|
|
|
|
|
| |
Consolidated net loss |
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consolidated assets |
| $ |
|
| $ |
|
| $ |
| |||
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 management fee, office supplies, telecommunication, cleaning, annual renewal, bank charges. |
| · | Costs and assets are allocated based on revenue ratio. The allocation is based on the percentage of total revenue each segment contributes. |
| F-27 |
| Table of Contents |
|
| For the nine months ended and as of September 30, 2025 (Unaudited) |
| |||||
By Business Unit |
| Retail Trading Business |
|
| Total |
| ||
Revenues |
| $ |
|
| $ |
| ||
Less: |
|
|
|
|
|
|
|
|
Cost of revenues |
|
| ( | ) |
|
| ( | ) |
Segment gross profit |
| $ |
|
| $ |
| ||
Less: |
|
|
|
|
|
|
|
|
Audit fees |
|
| ( | ) |
|
| ( | ) |
Building management fee |
|
| ( | ) |
|
| ( | ) |
IT fees |
|
| ( | ) |
|
| ( | ) |
Rental fees |
|
| ( | ) |
|
| ( | ) |
Consultancy fees |
|
| ( | ) |
|
| ( | ) |
Professional fees |
|
| ( | ) |
|
| ( | ) |
Other segment items |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Total segment expenses |
|
| ( | ) |
|
| ( | ) |
Other income |
|
|
|
|
|
| ||
Loss before income tax |
|
| ( | ) |
|
| ( | ) |
Income tax provision |
|
|
|
|
|
| ||
Segment net loss |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
Reconciliation of profit or loss |
|
|
|
|
|
|
|
|
Adjustments and reconciling items |
|
|
|
|
|
|
| |
Consolidated net loss |
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Total consolidated assets |
| $ |
|
| $ |
| ||
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, statutory fee, filing fee, printing and stationery. |
| F-28 |
| Table of Contents |
|
| For the nine months ended and as of September 30, 2026 (Unaudited) |
| |||||||||
By Geographical Location |
| Hong Kong |
|
| Non-Hong Kong |
|
| Total |
| |||
Revenues |
| $ |
|
| $ |
|
| $ |
| |||
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues |
| $ | ( | ) |
| $ |
|
| $ | ( | ) | |
Segment gross profit |
| $ |
|
|
|
|
|
|
| |||
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
Salary |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Rental fees |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Consultancy fees |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Advertising |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Professional fees |
|
|
|
|
| ( | ) |
|
| ( | ) | |
Audit fees |
|
|
|
|
| ( | ) |
|
| ( | ) | |
Depreciation |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Other segment items |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Total segment expenses |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Other income |
|
|
|
|
|
|
|
|
| |||
Loss before income tax |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Income tax provision |
|
|
|
|
|
|
|
|
| |||
Segment net loss |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of segment gross profit |
|
|
|
|
|
|
|
|
|
|
|
|
Total segment gross profit |
|
|
|
|
|
|
|
|
|
|
| |
Segment operating expenses |
|
|
|
|
|
|
|
|
|
| ( | ) |
Other income |
|
|
|
|
|
|
|
|
|
|
| |
Income tax provision |
|
|
|
|
|
|
|
|
|
|
| |
Consolidated net loss |
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consolidated assets |
| $ |
|
| $ |
|
| $ |
| |||
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 management fee, office supplies, telecommunication, cleaning, annual renewal, bank charges. |
| F-29 |
| Table of Contents |
|
| For the nine months ended and as of September 30, 2025 (Unaudited) |
| |||||||||
By Geographical Location |
| Hong Kong |
|
| Non-Hong Kong |
|
| Total |
| |||
Revenues |
| $ |
|
| $ |
|
| $ |
| |||
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues |
| $ | ( | ) |
| $ |
|
| $ | ( | ) | |
Segment gross profit |
| $ |
|
|
|
|
|
|
| |||
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
Audit fees |
|
|
|
|
| ( | ) |
|
| ( | ) | |
Building management fee |
|
| ( | ) |
|
|
|
|
|
| ( | ) |
IT fees |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Rental fees |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Consultancy fees |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Professional fees |
|
|
|
|
| ( | ) |
|
| ( | ) | |
Other segment items |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total segment expenses |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Other income |
|
|
|
|
|
|
|
|
| |||
Loss before income tax |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Income tax provision |
|
|
|
|
|
|
|
|
| |||
Segment net loss |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of segment gross profit |
|
|
|
|
|
|
|
|
|
|
|
|
Total segment gross profit |
|
|
|
|
|
|
|
|
|
|
| |
Segment operating expenses |
|
|
|
|
|
|
|
|
|
| ( | ) |
Other income |
|
|
|
|
|
|
|
|
|
|
| |
Income tax provision |
|
|
|
|
|
|
|
|
|
|
| |
Consolidated net loss |
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consolidated assets |
| $ |
|
| $ |
|
| $ |
| |||
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, statutory fee, filing fee, printing and stationery. |
16. 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 subsequent events have occurred that would require recognition or disclosure in the financial statements.
| F-30 |
| 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 future financial performance; the continuation of historical trends; the sufficiency of our resources in funding our operations; the expansion and market acceptance of our product and check-up service lines; our pricing strategies; 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.
| 3 |
| Table of Contents |
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.
PRC Regulatory Actions and Legal Risks
The PRC government has recently increased oversight over overseas listings, data security, and anti-monopoly enforcement, introducing frameworks such as the PRC Personal Information Protection Law, the Measures for Cybersecurity Review, and CSRC filing requirements. While these regulations create general operational uncertainties for China-based issuers, our Hong Kong-based subsidiary currently operates outside Mainland China without a VIE structure, handles data for fewer than one million users, and is not classified as a critical information infrastructure operator. Consequently, we are not currently required to obtain explicit prior approvals from agencies like the CAC or CSRC for our business operations or offerings.
Transfers of Cash To and From Subsidiaries
Scientist Home Future Health Limited operates through its wholly owned subsidiary in Hong Kong, Scientist Home HK. The Company may rely on dividends or payments to be paid by Scientist Home HK to fund its cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and U.S. investors, to service any debt we may incur and to pay our operating expenses. If Scientist Home HK incurs debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other distributions to us. Cash is transferred through our organization in the following manner: (i) funds are transferred from Scientist Home Future Health Limited, our holding company incorporated in Nevada, U.S., to Scientist Home HK in Hong Kong through Scientist Home Holding, our intermediate holding company incorporated in the Republic of Marshall Islands, in the form of capital contributions or loans, as the case may be; and (ii) dividends or other distributions may be paid by Scientist Home HK in Hong Kong to Scientist Home Future Health Limited through Scientist Home Holding.
There is no restriction under the Nevada law on the amount of funding that the Company may provide to our subsidiary in Hong Kong through loans or capital contributions, provided that such provision of funds is in the best interests of, and of commercial benefit to, the Company. The subsidiary in Hong Kong is also permitted under the laws of Hong Kong, to provide funding to the Company, through dividend distributions or payments, without restrictions on the amount of the funds.
There are no restrictions or limitation on our ability to distribute earnings by dividends from our subsidiary in Hong Kong to the Company and our shareholders and U.S. investors, provided that the entity remains solvent after such distribution. According to the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), a company may only make a distribution out of profits available for distribution. Other than the above, we did not adopt or maintain any cash management policies and procedures as of the date of this prospectus.
Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by us.
There are no restrictions or limitations under the laws of Hong Kong imposed on the conversion of Hong Kong dollar into foreign currencies and the remittance of currencies out of Hong Kong, nor is there any restriction on any foreign exchange to transfer cash between the Company and its subsidiary, across borders and to U.S. investors, nor there is any restrictions and limitations to distribute earnings from the subsidiary, to the Company and U.S. investors and amounts owed.
Holding Foreign Companies Accountable Act (HFCAA) Status
Under the HFCA Act, trading prohibitions may apply if the PCAOB cannot inspect our auditor for consecutive years. Our independent auditor, JP Centurion & Partners PLT, is based in Kuala Lumpur, Malaysia, maintains active PCAOB registration, and is not listed under the Mainland China or Hong Kong restriction determinations, though future inspection accessibility remains subject to evolving regulatory conditions.
| 4 |
| Table of Contents |
Results of Operations for three and nine months ended September 30, 2026 and 2025
Revenues
For the three months ended September 30, 2026, total revenues increased by $172,380, or 435.3%, to $211,984 compared to $39,604 for the three months ended September 30, 2025. This expansion was driven by a $170,019 increase in retail trading revenue and a new $2,361 contribution from our physical check-up service line. The growth in retail trading revenue was driven by a combination of a base unit price increase enacted at the beginning of 2026 and a corresponding increase in customer volumes.
For the nine months ended September 30, 2026, total revenues increased by $369,063, or 318.2%, to $485,043 compared to $115,980 for the nine months ended September 30, 2025. This cumulative expansion is due to a $358,799 increase in retail product sales to $474,779 and a $10,264 contribution from our new service line. The year-over-year revenue increase across both the three and nine-month periods reflects the full-period compounding effect of our 2026 price increases alongside robust transaction volumes.
Cost of revenues
For the three and nine months ended September 30, 2026, the Company has cost of revenues in the amount of $90,964 and $275,846 respectively. Cost of retail trading revenue was $275,846, while cost of service revenue was $Nil.
For the three and nine months ended September 30, 2025, the Company has cost of revenues in the amount of $23,534 and $66,682 respectively.
The increase in cost of revenues was directly driven by the increased sales volume of our health supplements and topical creams, which required higher aggregate product fulfillment and delivery expenditures. Cost of retail trading revenue was $275,846 for the nine-month period, tracking our sales performance, while the cost of service revenue was $Nil because the primary processing costs for our physical check-up service line are included in localized administrative overhead.
The cost of retail trading revenue was mainly from the products cost and delivery cost. Currently, our product costs are 60% off of the recommended retail price now. Pursuant to the non-exclusive distributor agreement with related party B, related party B 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.
Gross Profit and Margins
For the three months ended September 30, 2026, consolidated gross profit increased by $104,950 to $121,020, representing a total gross margin of 57.1%, compared to a gross profit of $16,070 and a gross margin of 40.6% for the three months ended September 30, 2025.
Our retail trading gross margin for the three months ended September 30, 2026 was 56.6%, representing a significant expansion over the 40.6% retail gross margin in Q3 2025 and the 30.3% margin experienced in the first half of 2026. This margin improvement is directly attributable to the base unit retail price increases implemented at the beginning of 2026, which outpaced our underlying product procurement costs under our distributor arrangement with Related Party B. This structural margin expansion, combined with higher volume, allowed the Company to achieve a positive net income of $8,212 for the third quarter of 2026.
Our service revenue from physical check-ups carries a gross margin of 100% as the underlying operational costs are categorized entirely within localized administrative overhead and general processing expenses.
| 5 |
| Table of Contents |
General and Administrative Expenses
For the three and nine months ended September 30, 2026, the Company incurred general and administrative expenses of $112,808 and $400,909 respectively. These were primarily comprised of staff salary, rental fees, consultancy fees, advertising, professional fees, audit fees, and other fees.
For the three and nine months ended September 30, 2025, the Company had general and administrative expenses in the amount of $63,915 and $128,297 respectively. These were primarily comprised of consultancy fees, professional fees, audit fees, IT fees, rental fees, building management fee, company incorporation fees, bank charges, filing fee, printing and stationery.
The increase in general and administrative expenses reflects increased operational scale following the structural expansions implemented throughout fiscal year 2026. This operational change was primarily driven by higher ongoing infrastructure costs, including increased staffing, professional fees, advertising and promotional expenses, and consultant outlays required to manage our expanded commercial footprint.
Net Income/Loss
Our net income for the three months ended September 30, 2026 was $8,212 and net loss for the nine months ended September 30, 2026 was $191,712 respectively.
Our net loss for the three and nine months ended September 30, 2025 were $47,845 and $78,999 respectively.
The comparative nine-month increase in net loss reflects the elevated foundational infrastructure expenses incurred during the first half of fiscal year 2026. The Company experienced higher baseline costs for personnel, specialized consulting, corporate compliance, and retail facility leases prior to the full realization of the corresponding retail revenue volumes.
Liquidity and Capital Resources
The accompanying condensed consolidated 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. The Company has experienced recurring operating losses, negative cash flows from operations, and has a significant working capital deficit. For the nine months ended September 30, 2026, the Company incurred a net loss of $191,712 and negative cash flows from operating activities of $129,233. As of September 30, 2026, the Company had cash of $13,653, a working capital deficit of $198,046, and an accumulated stockholders’ deficit of $78,205. Our current cash balance provides less than one month of operational cash runway based on our regular cash burn requirements.
The Company's operations have been heavily dependent on financial support from related party B, which has provided $264,437 of on-demand funding through September 30, 2026. This balance is interest-free and contractually repayable on demand, which introduces an immediate liquidity strain should the related party request settlement.
These factors, along with the fact that the Company’s independent registered public accounting firm expressed substantial doubt about the Company’s ability to continue as a going concern in its report on the December 31, 2025 financial statements, raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these financial statements are issued.
Based on the Company's current operating structure, management estimates its regular operating cash requirements to be a monthly burn rate of approximately $21,300, resulting in a total projected cash outflow and working capital funding gap of $255,600 over the next 12 months to maintain base administrative and operational expenses. To mitigate these conditions and support ongoing operations, management’s plans include:
• | Shareholder and external funding: Actively seeking additional capital injections from existing shareholders and external investors through new equity or stock issuances. |
|
|
• | Cost-control measures: Implementing rigorous operational efficiency plans and targeted cash preservation strategies to strictly monitor and minimize administrative overhead. |
|
|
• | Continued related party reliance: Drawing on continued working capital advances from related party B as necessary to meet short-term operational obligations. |
| 6 |
| Table of Contents |
The execution of the equity financing strategy and the continued reliance on funding from Related Party B are subject to market conditions and are outside of management's direct control. The historical financial support from the related party is discretionary, and there is no written or contractually binding financial support agreement in place to secure future funding. Because these plans have not been legally finalized or contractually backed as of the issuance date, it is probable that these plans cannot be effectively implemented to fully mitigate the liquidity risk.
Accordingly, management's plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Cash used in Operating Activities
Net cash used in operating activities was $129,233 for the nine months ended September 30, 2026. The cash used in operating activities was attributable to the net loss and increase in inventories, contra by increase in advances from a related party, increase in other payables and accrued liabilities, and decrease in deposits and prepayments.
Net cash used in operating activities was $109,474 for the period ended September 30, 2025. The cash used in operating activities was attributable to the net loss, increase in deposits and prepayments and decrease in other payables and accrued liabilities, contra by advances from a related party and decrease in inventories.
| 7 |
| Table of Contents |
Cash Used in Investing Activity
For the nine months ended September 30, 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 $74,334 for the nine months ended September 30, 2026, which was primarily due to advances from a director and advances from a related party.
Net cash provided by financing activities was $368,443 for the period ended September 30, 2025, which was primarily due to issuance of shares, advances from a director and advances from a related party.
Non-cash Related Party Activity
Related Party B directly settled $129,210 and $86,676 of expenses on behalf of the Company for the nine months ended September 30, 2026 and 2025, respectively. This transaction was handled on a non-cash basis and is consequently excluded from the condensed consolidated statement of cash flows. The funding has been recorded as an increase in our non-trade related party obligations, reflecting a non-cash financing facility provided by Related Party B.
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 September 30, 2026.
Contractual Obligations
As of September 30, 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, with a renewal option for the period from September 16, 2028 to September 15, 2031, respectively. Management has determined that it is reasonably certain to exercise the three-year renewal option due to significant localized leasehold improvements and custom infrastructure installations completed during initial occupancy. Accordingly, the optional renewal period (September 16, 2028, to September 15, 2031) has been included in the lease term, resulting in a total recognized lease term of 72 months.
As of September 30, 2026, the future minimum rental payments under non-cancellable operating leases are due as follows:
Period / Fiscal Year |
| Future Minimum Payments |
| |
Remainder of 2026 |
| $ | 22,989 |
|
2027 |
| $ | 80,460 |
|
2028 |
| $ | 69,885 |
|
2029 |
| $ | 72,680 |
|
2030 |
| $ | 75,588 |
|
2031 |
| $ | 55,476 |
|
Total undiscounted lease obligations |
| $ | 377,078 |
|
| 8 |
| Table of Contents |
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. Our critical accounting estimates focus on high-judgment areas and sensitivities:
Going Concern Assessment
Evaluation of historical losses and working capital deficits relies heavily on the timing and likelihood of continued discretionary financial backing from Related Party B.
Lease Terms and Extension Options
Determining if a Hong Kong office renewal option is "reasonably certain" under ASC 842 impacts right-of-use assets and lease liabilities.
Allowance for Inventory Obsolescence and Net Realizable Value (NRV)
Shifting demand and product expirations create risks where carrying costs may require sudden write-downs.
Principal-versus-Agent Evaluations (Related-Party Sourcing)
ASC 606 gross revenue presentation hinges on judgments regarding inventory ownership risks and pricing discretion with Related Party B.
| 9 |
| Table of Contents |
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.
Emerging Growth Company Accounting Election
The Company is an Emerging Growth Company ("EGC") as defined in Section 2(a) of the Securities Act of 1933, as amended, by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). Section 107 of the JOBS Act provides that an EGC can take advantage of an extended transition period for complying with new or revised financial accounting standards. This allows an EGC to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
The Company has elected to use this extended transition period and, as a result, will adopt new or revised accounting standards on the relevant dates on which adoption is required for entities other than public business entities (non-PBEs).
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. We are currently evaluating the impact of this ASU on our interim reporting financial statements and disclosures.
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. We are currently evaluating the impact of this ASU on our interim reporting financial statements and disclosures.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which intended to improve the navigability of the guidance in Accounting Standards Codification (“ASC”) Topic 270 and clarify when it applies. Under the amendments, an entity is subject to ASC 270 if it provides interim financial statements and notes in accordance with GAAP. The ASU also addresses the form and content of such financial statements, adds list to ASC 270 of the interim disclosures required by all other ASC topics, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity. The amendments are not intended to change the fundamental nature of interim reporting or expand or reduce current interim disclosure requirements but rather to reflect the effects of the SEC’s form and content requirements related to interim reporting. The amendments of this ASU are effective to us for interim reporting periods within annual reporting periods beginning after December 15, 2028, with early adoption permitted. Companies have the option to apply this guidance either on a retrospective or prospective basis, and early adoption is permitted. We are currently evaluating the impact of this ASU on our interim reporting financial statements and disclosures.
In December 2025, the FASB issued ASU 2025-12, Codification Improvements. This ASU is intended to enhance the Codification by refining guidance and simplifying its application through technical corrections, helping to enhance consistency and make the standards easier for preparers and users to interpret. The ASU is effective for fiscal years beginning after December 15, 2026, and the interim periods within fiscal years beginning after December 15, 2026. Companies have the option to apply this guidance either on a retrospective or prospective basis, and early adoption is permitted. We are currently evaluating the impact of this ASU on our interim reporting financial statements and disclosures.
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, with the participation of our Chief Executive Officer (Principal Executive Officer and Principal Financial Officer), evaluated our disclosure controls and procedures as of September 30, 2026. Due to previously identified and unremedied material weaknesses from our Form 10-K, our officer concluded our controls were not effective as of September 30, 2026, in ensuring timely recording and reporting of required information.
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Management’s Remediation Plan and Timeline
We are an early-stage operating company with limited financial resources and personnel. We intend to establish an active remediation plan to address our identified material weaknesses as our operations expand and additional funding becomes available.
Our future plans include formalizing written internal control policies, standardizing our accounting close workflows, and evaluating the feasibility of retaining independent external accounting consultants to assist with segregation of duties and oversight. We will consider these material weaknesses remedied only when the appropriate controls are fully implemented and operate effectively for a sufficient period of time.
Changes in Internal Control over Financial Reporting.
There were no changes in our internal control over financial reporting during the fiscal quarter ended September 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Management confirmed that the launch of our new medical staff service line in 2026 did not result in material changes to our internal control environment during this quarter.
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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.
There have been no material changes to the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission. The risk factors disclosed in our 2025 Form 10-K should be read carefully in connection with the interim financial compliance reviews and the disclosures contained within this Quarterly Report.
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.
During the nine months ended September 30, 2026, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as defined in Item 408 of Regulation S-K.
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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. |
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32.1* |
| 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. |
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101.INS* |
| INLINE XBRL INSTANCE |
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101.SCH* |
| INLINE XBRL TAXONOMY EXTENSION SCHEMA |
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101.CAL* |
| INLINE XBRL TAXONOMY EXTENSION CALCULATION |
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101.DEF* |
| INLINE XBRL TAXONOMY EXTENSION DEFINITION |
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101.LAB* |
| INLINE XBRL TAXONOMY EXTENSION LABELS |
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101.PRE* |
| INLINE XBRL TAXONOMY EXTENSION PRESENTATION |
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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 |
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Dated: October 30, 2026 | By: | /s/ Chan Siu Hung |
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| Chan Siu Hung |
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| Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director (Principal Executive Officer and Principal Financial Officer) |
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