Scientist Home Future Health (SHFH) revenue climbs but losses deepen in 2026 half-year
Scientist Home Future Health Limited, a Nevada holding company operating health supplement retail and check-up services in Hong Kong, reported for the six months ended June 30, 2026 revenue of $273,059, up from $76,376 a year earlier. Retail product sales contributed $265,156 and services $7,903.
The company posted a significantly larger net loss of $199,924 versus $31,154 in 2025, driven by higher selling, general and administrative expenses of $288,101. Cash fell to $9,047, with total assets of $529,844 and current liabilities of $340,299, resulting in net current liabilities of $214,975 and negative stockholders’ equity of $86,324.
Management and the auditor state that these losses, the working capital deficit and accumulated deficit raise substantial doubt about the company’s ability to continue as a going concern. Operations are funded by related‑party and director advances, and 100% of cost of revenues comes from a single related‑party vendor. Management also reports material weaknesses in internal control over financial reporting, including lack of segregation of duties and no independent board or audit committee.
Positive
- Revenue expanded sharply, reaching $273,059 for the six months ended June 30, 2026, compared with $76,376 in the prior-year period, reflecting early growth in product and service sales.
Negative
- The company recorded a much larger net loss of $199,924 for the six months ended June 30, 2026, compared with $31,154 a year earlier.
- Cash decreased to $9,047 with net current liabilities of $214,975 and negative equity of $86,324, severely constraining liquidity.
- Management and the auditor state that recurring losses and the working capital deficit raise substantial doubt about the company’s ability to continue as a going concern.
- 100% of cost of revenues ($184,882) for the six months ended June 30, 2026 was incurred with a single related-party vendor, indicating high supplier and related‑party concentration risk.
- Management identified material weaknesses in internal control over financial reporting, including insufficient segregation of duties, no independent board or audit committee, and lack of documented control policies.
Filing Explained
Common ownership was unchanged during the period, while the company remained committed to $172,549 of office-lease payments.
Form 10-Q is an unaudited quarterly report; this filing reports the company’s financial position and operations for the six months ended
The filing also records two non-cancellable Hong Kong office leases, with aggregate remaining minimum payments of approximately
For the six months, operating activities used
Key Figures
Key Terms
going concern financial
right-of-use assets financial
non-exclusive distribution agreement financial
segment reporting financial
valuation allowance financial
material weaknesses financial
Earnings Snapshot
FAQ
How did SHFH’s revenue perform for the six months ended June 30, 2026?
What was SHFH’s net loss for the six months ended June 30, 2026?
What is the liquidity position of SHFH as of June 30, 2026?
Does SHFH face going concern risks according to its June 30, 2026 report?
Are there material weaknesses in SHFH’s internal controls as of June 30, 2026?
How dependent is SHFH on related parties and key vendors?
What lease obligations does SHFH have as of June 30, 2026?
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.) |
2844 |
(Primary Standard Industrial Classification Code Number) |
(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 filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
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| 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 June 30, 2026 was
SCIENTIST HOME FUTURE HEALTH LIMITED
QUARTERLY REPORT ON FORM 10-Q
For the six months ended June 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 |
| Table of Contents |
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 JUNE 30, 2026 (UNAUDITED) AND DECEMBER 31, 2025 (AUDITED) |
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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 (UNAUDITED) | F-3 | ||
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025 (UNAUDITED) |
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025 (UNAUDITED) |
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NOTES TO FINANCIAL STATEMENTS |
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| Table of Contents |
SCIENTIST HOME FUTURE HEALTH LIMITED
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF JUNE 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 income |
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Accumulated deficit |
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Total stockholders’ equity |
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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 SIX MONTHS ENDED JUNE 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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Cost of revenues: |
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Cost of revenues (including $55,194 and $18,013 of cost of revenues to related party for the three months ended June 30, 2026 and 2025 respectively; including $184,882 and $43,148 of cost of revenues to related party for the six months ended June 30, 2026 and 2025) |
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Cost of service revenue |
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Gross profit |
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Selling, general and administrative expenses (including $5,744 and $3,844 of selling, general and administrative expenses to related party for the three months ended June 30, 2026 and 2025 respectively; including $11,503 and $7,700 of selling, general and administrative expenses to related party for the six months ended June 30, 2026 and 2025) |
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Loss from operation |
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Other Income |
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Loss before income tax |
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Income tax benefit |
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Net loss |
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Other comprehensive income: |
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Foreign currency translation |
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Total comprehensive Loss |
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Net loss per share, basic and diluted |
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Weighted average number of common shares outstanding - basic and diluted |
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The accompanying notes are an integral part of these financial statements.
| F-3 |
| Table of Contents |
SCIENTIST HOME FUTURE HEALTH LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025 (UNAUDITED)
(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)
For the six months ended June 30, 2026 (Unaudited)
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| COMMON STOCK |
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| ADDITIONAL PAID-IN |
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| ACCUMULATED OTHER COMPREHENSIVE |
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| TOTAL |
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| Number of shares |
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| CAPITAL |
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| LOSS |
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| DEFICIT |
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| 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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For the six months ended June 30, 2025 (Unaudited)
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| SUBSCRIPTION |
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| TOTAL |
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| Number of shares |
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| DEFICIT |
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| RECEIVABLE |
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| EQUITY |
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Balance as of December 31, 2024 |
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Net income for the period |
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Foreign currency translation |
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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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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 SIX MONTHS ENDED JUNE 30, 2026 AND 2025 (UNAUDITED)
(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)
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| For the six months ended June 30, 2026 |
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| For the six months ended June 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 profit 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/at date of inception |
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CASH AND CASH EQUIVALENTS, END OF PERIOD |
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SUPPLEMENTAL CASH FLOWS INFORMATION |
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Income taxes paid |
| $ |
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| $ |
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Interest paid |
| $ |
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SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVTIES |
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Initial recognition of operating lease right-of-use assets and operating lease obligations upon adoption of ASC Topic 842 |
| $ |
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| $ |
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Initial recognition of the balance payment of finance lease right-of-use asset by finance lease liabilities |
| $ |
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| $ |
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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 FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025
(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)
1. ORGANIZATION AND BUSINESS BACKGROUND
Scientist Home Future Health Limited was incorporated under the laws of the State of Nevada on July 3, 2024. The Company through its subsidiaries, engages in the field of retail trading of health supplements and topical creams and provision of physical check-up services in Hong Kong.
Name of entity |
| Date of incorporation / Place of incorporation |
| Principal activities |
| Immediate holding company |
| % of effective ownership interest held by the Group |
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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
Scientist Home Future Health Limited and its subsidiaries are hereinafter referred to as the “Company”.
2. BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements of the Company are prepared pursuant to the rules and regulations of the U.S. Securities and Exchanges Commission (“SEC”) and in conformity with generally accepted accounting principles in the U.S. (“US GAAP”). All material inter-company accounts and transactions have been eliminated in consolidation. The Company has adopted December 31 as its fiscal year end.
3. GOING CONCERN
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. For the six months ended June 30, 2026, the Company incurred a net loss of $
The Company’s ability to continue as a going concern is dependent upon improving its profitability and the continuing financial support from its major shareholders. Management believes the existing shareholders or external financing will provide additional cash to meet the Company’s obligations as they become due. Despite the amount of funds that the Company has raised in the past, no assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company can obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its shareholders, in the case of equity financing.
| F-6 |
| Table of Contents |
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ materially from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.
Accounts Receivable
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of accounts receivable. The Company extends credit to its customers in the normal course of business and generally does not require collateral. The Company’s credit terms are dependent upon the segment, and the customer. The Company assesses the probability of collection from each customer at the outset of the arrangement based on a number of factors, including the customer’s payment history and its current creditworthiness. If in management’s judgment collection is not probable, the Company does not record revenue until the uncertainty is removed.
Management performs ongoing credit evaluations, and the Company maintains an allowance for potential credit losses based upon its loss history and its aging analysis. The allowance for doubtful accounts is the Company’s best estimate of the amount of credit losses in existing accounts receivable. Management reviews the allowance for doubtful accounts each reporting period based on a detailed analysis of trade receivables. In the analysis, management primarily considers the age of the customer’s receivable, and also considers the creditworthiness of the customer, the economic conditions of the customer’s industry, general economic conditions and trends, and the business relationship and history with its customers, among other factors. If any of these factors change, the Company may also change its original estimates, which could impact the level of the Company’s future allowance for doubtful accounts. If judgments regarding the collectability of receivables were incorrect, adjustments to the allowance may be required, which would reduce profitability.
Accounts receivable is recognized and carried at the original invoice amount less an allowance for any uncollectible amounts. An estimate for doubtful accounts receivable is made when collection of the full amount is no longer probable. Bad debts are written off as incurred.
Expected credit losses
The Company estimates and records a provision for its expected credit losses related to its financial instruments, including its trade receivables. Management considers historical collection rates, the current financial status of the Company’s customers, macroeconomic factors, and other industry-specific factors when evaluating current expected credit losses. However, because of the short time to the expected receipt of accounts receivable, management believes that the carrying value, net of expected losses, approximates fair value and therefore, relies more on historical and current analysis of such financial instruments, including its trade receivables.
Credit loss rate is determined by historical collection based on aging schedule, adjusted for current conditions using reasonable and supportable forecasts. Based on the aging categorization and the adjusted loss rate per category, an allowance for credit losses is calculated by multiplying the adjusted loss rate with the amortized cost in the respective age category. The amendments in ASU 2025‑05 introduce a practical expedient for all qualifying assets that allows the Company to assume that current conditions at the balance-sheet date remain unchanged for the remaining life of an asset when estimating credit losses on current accounts receivable and current contract assets. The Company electing this expedient will therefore adjust historical loss experience only to reflect current conditions, without the need to incorporate forward‑looking forecasts.
| F-7 |
| 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 June 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 |
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Machinery |
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Office equipment |
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Revenue Recognition
The Company derives its revenues through sale of goods, primarily health supplements and topical creams, and provision of physical check-up services. Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods and services. The Company applies the following five-step model in order to determine this amount:
(i) | identification of the promised goods and services in the contract; |
(ii) | determination of whether the promised goods and services are performance obligations, including whether they are distinct in the context of the contract; |
(iii) | measurement of the transaction price, including the constraint on variable consideration; |
(iv) | allocation of the transaction price to the performance obligations; and |
(v) | recognition of revenue when (or as) the Company satisfies each performance obligation. |
The Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Under Topic 606, the Company records revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is probable.
Sales of health supplements and topical creams products
- Performance obligations satisfied at a point in time
The Company records revenue at a point in time from the sale of products upon delivery of the products at the Company’s office or shipment of the products to the customers, and upon its acceptance, and it is probable that the Company will collect the considerations to which it would be entitled to in exchange for the products sold. The revenue is recorded net of discounts.
Provision of physical check-up services
- Performance obligations satisfied at a point in time
The Company records revenue at a point in time from the provision of services upon delivery of the services at the Company’s office, and upon its acceptance, and it is probable that the Company will collect the considerations to which it would be entitled to in exchange for the services rendered. The Company has determined that its performance obligation is to perform the agreed-upon specimen collection and testing procedures, and generate the related objective test results. The customer simultaneously receives and consumes the benefits of these services as they are performed. Accordingly, the performance obligation is satisfied at a point in time upon completion of the sampling and testing procedures that produce the objective results. The subsequent compilation or transmission of the test results to the customer is considered an administrative activity and does not represent a separate performance obligation. The revenue is recorded net of discounts.
Principal vs Agent assessment
The Company evaluates whether it is the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net basis) for non-exclusive distributor agreement. The Company considers whether it controls the products before it is transferred to the customer.
With reference to ASC 606-10-25-25, control of an asset refers to the ability to direct the use of, and obtain substantially all of the remaining benefits from, the asset. Control includes the ability to prevent other entities from directing the use of, and obtaining the benefits from, an asset. The benefits of an asset are the potential cash flows (inflows or savings in outflows) that can be obtained directly or indirectly in many ways, such as by selling or exchanging the asset and holding the asset.
| F-8 |
| 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.
Despite the common ownership the Company and Scientist Home Limited, the Company concludes that it controls the specified goods before they are transferred because it has entered into a non-exclusive distribution agreement that permits the Company to sell the products to its customers. The products purchased from the supplier are delivered and stored in the Company office. The Company has inventory risk before the goods is transferred to its customers. As part of this assessment, the Company also considers the three indicators of control in the standard and makes the following determinations that support its overall control evaluation:
· | The Company is responsible for fulfilling the promise to the customer, and the Company takes responsibility for the acceptability of the products. |
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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 by products are as follows:
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| Three Months Ended June 30, 2026 |
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| Proportion % |
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| Six Months Ended June 30, 2026 |
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| Proportion % |
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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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Others (Rest of Products and Delivery Fee) |
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Total retail trading revenue |
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| Three Months Ended June 30, 2025 |
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| Proportion % |
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| Six Months Ended June 30, 2025 |
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| Proportion % |
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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 Vein Cream |
| $ |
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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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| % | ||||
Scientist Home Bone Gelatine Hydrolysate |
| $ |
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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-9 |
| 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 ordinary shares outstanding. Diluted earnings per share reflects the amount of net income available to each ordinary share outstanding during the period plus the number of additional shares that would have been outstanding if potentially dilutive securities had been issued.
Income Taxes
The Company accounts for income taxes using the asset and liability method prescribed by ASC 740 “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the years in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.
The Company conducts major businesses in Hong Kong and is subject to tax in this jurisdiction. As a result of its business activities, the Company will file separate tax returns that are subject to examination by the foreign tax authorities.
The Company adopted the ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which modifies the rules on income tax disclosures to require disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid.
Foreign Currency Translation
Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations.
The reporting currency of the Company is United States Dollars (“US$”). The Company’s subsidiary in Marshall Islands and Hong Kong maintains its books and record in United States Dollars (“US$”) and Hong Kong Dollars (“HK$”) respectively, and HK$ is functional currency as being the primary currency of the economic environment in which the entity operates.
In general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not the US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity.
| F-10 |
| Table of Contents |
Translation of amounts from HK$ into US$1 has been made at the following exchange rates for the respective periods:
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| As of and for the six months ended June 30, 2026 |
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| As of and for the six months ended June 30, 2025 |
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Period-end HK$ : 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.
Lease
The Company leases offices for fixed periods pre-emptive extension options. The Company recognizes lease payments for its short-term lease on a straight-line basis over the lease term.
Lease liability is initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the term of the lease.
In determining the present value of the unpaid lease payments, ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. As most of the Company leases do not provide an implicit rate, the Company uses its incremental borrowing rate as the discount rate for the lease. The Company incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments.
| F-11 |
| Table of Contents |
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 14 - Segment Reporting.
The Company adopted the ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses.
Recently accounting pronouncements
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) or other standard-setting bodies that the Company adopts as of the specified effective date. Unless otherwise discussed, the Company does not believe that the adoption of any recently issued standards has had or may have a material impact on its condensed consolidated financial statements or disclosures.
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses. The new standard requires entities to disclose additional information about certain expenses, such as purchases of inventory, employee compensation, depreciation, intangible asset amortization, as well as selling expenses included in commonly presented expense captions on the income statement. The FASB further clarified the effective date in January 2025 with the issuance of ASU 2025-01, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Companies have the option to apply this guidance either on a retrospective or prospective basis, and early adoption is permitted.
In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract (“ASU 2025-07”). ASU 2025-07 adds a new scope exception in ASC Topic 815, Derivatives and Hedging, for certain contracts that are not traded on an exchange and have an underlying that is based on operations or activities specific to one of the parties to the contract. Additionally, the ASU clarifies that when an entity has a right to receive a share-based payment from its customer in exchange for the transfer of goods or services, the share-based payment should be accounted for as noncash consideration within the scope of Topic 606. The ASU is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. Companies have the option to apply this guidance either on a retrospective or prospective basis, and early adoption is permitted.
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, 2027, with early adoption permitted. This ASU may be applied either prospectively or retrospectively to any or all prior periods presented in the financial statements. 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. 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 June 30, 2026 that are of significance or potential significance to us.
| F-12 |
| Table of Contents |
5. INVENTORIES
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| As of June 30, 2026 (Unaudited) |
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| As of December 31, 2025 (Audited) |
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Trading goods |
| $ |
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| $ |
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Goods in transit |
| $ |
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| $ |
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Total inventories |
| $ |
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| $ |
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6. OTHER PAYABLES AND ACCRUED LIABILITIES
Other payables and accrued liabilities consist of the following:
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| As of June 30, 2026 (Unaudited) |
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| As of December 31, 2025 (Audited) |
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Accrual |
| $ |
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| $ |
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Other payables |
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Total other payables and accrued liabilities |
| $ |
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| $ |
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7. PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment consist of the following:
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| As of June 30, 2026 (Unaudited) |
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| As of December 31, 2025 (Audited) |
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Computer equipment |
| $ |
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| $ |
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Machinery |
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Office equipment |
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Total property, plant and equipment |
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Less: Accumulated depreciation |
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Total property, plant and equipment, net |
| $ |
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| $ |
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Depreciation expense was $
8. 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 June 30, 2026, the Company had a total of
| F-13 |
| Table of Contents |
9. AMOUNT DUE TO A DIRECTOR
As of June 30, 2026, a director of the Company advanced $
As of December 31, 2025, a director of the Company advanced $
10. INCOME TAX
The loss from operation before income tax of the Company for the six months ended June 30, 2026 and 2025 were comprised of the following:
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| For the six months ended June 30, 2026 (Unaudited) |
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| For the six months ended June 30, 2025 (Unaudited) |
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Tax jurisdictions from: |
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– Local |
| $ | ( | ) |
| $ | ( | ) |
– Foreign, representing: |
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Marshall Islands (non-taxable jurisdiction) |
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Hong Kong |
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| (20,601 | ) |
Loss before income taxes |
| $ | ( | ) |
| $ | ( | ) |
Provision for income taxes consisted of the following: | ||||||||
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| For the six months ended June 30, 2026 (Unaudited) |
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| For the six months ended June 30, 2025 (Unaudited) |
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Current: |
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- Local |
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- Foreign |
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Total current |
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Deferred: |
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- Local |
| $ |
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- Foreign |
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Total deferred |
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Total provision for income taxes |
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| F-14 |
| 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 six months ended June 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 six months ended June 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 six months ended June 30, 2026 and 2025 is as follows:
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| For the six months ended June 30, 2026 (Unaudited) |
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| For the six months ended June 30, 2025 (Unaudited) |
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Loss before income taxes |
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Statutory federal income tax rate |
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State and local income tax, net of federal income tax effect |
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Effect of foreign tax rate difference |
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Marshall Islands |
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-Changes in valuation allowances |
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-Foreign rate difference |
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Hong Kong |
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|
|
|
|
|
|
|
|
|
|
|
|
|
-Changes in valuation allowances |
|
|
|
|
| ( | )% |
|
|
|
|
| ( | )% | ||
-Foreign rate difference |
|
|
|
|
| ( | )% |
|
|
|
|
| ( | )% | ||
Income tax expense and effective tax rate |
| $ |
|
| % |
| $ |
|
| % | ||||||
For the six months ended June 30, 2026 and 2025, the cash paid for income taxes of the Company were nil.
Deferred taxes of the Company are as follows:
|
| For the six months ended June 30, 2026 (Unaudited) |
|
| For the year ended 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-15 |
| Table of Contents |
11. 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 June 30, 2026 |
|
| ( | ) |
Adjustment for non-exercising option |
|
|
| |
Adjustment for foreign currency translation difference |
|
| ( | ) |
Balance as of June 30, 2026 (Unaudited) |
| $ |
| |
|
|
|
|
|
Lease Liability |
|
|
|
|
Balance as of December 31, 2025 (Audited) |
| $ |
| |
New lease liability recognized |
|
|
| |
Imputed interest for the period ended June 30, 2026 |
|
|
| |
Gross repayment for the period ended June 30, 2026 |
|
| ( | ) |
Adjustment for non-exercising option |
|
|
| |
Adjustment for foreign currency translation difference |
| $ | ( | ) |
Balance as of June 30, 2026 (Unaudited) |
| $ |
| |
|
|
|
|
|
Lease liability current portion |
|
|
| |
Lease liability non-current portion |
| $ |
| |
Other information:
|
| For the six months ended June 30, 2026 (Unaudited) |
|
| For the year ended December 31, 2025 (Audited) |
| ||
Cash paid for amounts included in the measurement of lease liabilities: |
|
|
|
|
|
| ||
Operating cash flow to operating lease |
| $ |
|
| $ |
| ||
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 |
|
| % |
|
| % | ||
12. RELATED PARTY TRANSACTIONS AND BALANCE
Name of Related Parties |
| Relationship with the Company |
Chan Siu Hung |
| Chairman, Chief Executive Officer and Director of the Company |
Related party A |
| An entity owned by our Chairman, Chief Executive Officer and Director of the Company |
Related party B |
| An entity owned by our Chairman, Chief Executive Officer and Director of the Company |
The Company rented office spaces from Related party A, with addresses as follow:
Property address |
| Leasing period |
| Monthly leasing fee | |
3/F, Mow Hing Industrial Building, 205 Wai Yip Street, Kwun Tong, Kowloon, Hong Kong |
|
| $ | ||
Room B3, Block B, 3/F, Mow Hing Industrial Building, 205 Wai Yip Street, Kwun Tong, Kowloon, Hong Kong |
|
| $ | ||
The Company purchases the trading goods and courier services from Related party B, amounting to $
Due to related party |
| As of June 30, 2026 (Unaudited) |
|
| As of December 31, 2025 (Audited) |
| ||
Related party B– operating |
| $ |
|
| $ |
| ||
Related party B– financing |
|
|
|
|
|
| ||
Total |
| $ |
|
| $ |
| ||
As of June 30, 2026, regarding the operating portion, the amounts due to related party B of $
| F-16 |
| Table of Contents |
13. CONCENTRATION OF RISK
Customer Concentration
For the three and six months ended June 30, 2026, the Company generated total revenue of $
For the three and six months ended June 30, 2025, the Company generated total revenue of $
Vendor Concentration
For the three and six months ended June 30, 2026, the Company incurred cost of revenues of $
For the three and six months ended June 30, 2025, the Company incurred cost of revenues of $
|
| For the three months ended June 30, 2026 (Unaudited) |
| |||||||||
|
| Cost of revenue |
|
| Percentage of Cost of revenue |
|
| Accounts payable, trade |
| |||
|
|
|
|
|
|
|
|
|
| |||
Vendor A |
| $ |
|
|
| % |
| $ |
| |||
Total |
| $ |
|
|
| % |
| $ |
| |||
|
| For the six months ended June 30, 2026 (Unaudited) |
| |||||||||
|
| Cost of revenue |
|
| Percentage of Cost of revenue |
|
| Accounts payable, trade |
| |||
|
|
|
|
|
|
|
|
|
| |||
Vendor A |
| $ |
|
|
| % |
| $ |
| |||
Total |
| $ |
|
|
| % |
| $ |
| |||
|
| For the three months ended June 30, 2025 (Unaudited) |
| |||||||||
|
| Cost of revenue |
|
| Percentage of Cost of revenue |
|
| Accounts payable, trade |
| |||
|
|
|
|
|
|
|
|
|
| |||
Vendor A |
| $ |
|
|
| % |
| $ |
| |||
Total |
| $ |
|
|
| % |
| $ |
| |||
|
| For the six months ended June 30, 2025 (Unaudited) |
| |||||||||
|
| Cost of revenue |
|
| Percentage of Cost of revenue |
|
| Accounts payable, trade |
| |||
|
|
|
|
|
|
|
|
|
| |||
Vendor A |
| $ |
|
|
| % |
| $ |
| |||
Total |
| $ |
|
|
| % |
| $ |
| |||
Vendor A is an entity owned by our Chairman, Chief Executive Officer and Director of the Company.
14. SEGMENT REPORTING
ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting: Improvements to Reportable Segment Disclosures,” which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The ASU requires that public entities disclose significant segment expenses for each reportable segment, other segment items for each reportable segment. The Company has two reportable segments based on business unit, retail trading and service business, and two reportable segments based on geographical location, Hong Kong and Non-Hong Kong.
| F-17 |
| Table of Contents |
The Company’s chief operating decision maker (CODM) has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes.
The retail trading segment derives revenues from customers by providing health supplements and topical creams, while the service business segment derives revenues from provision of physical check-up services. The accounting policies of the retail trading and service business segment are the same as those described in the summary of significant accounting policies. The CODM assesses performance for both segment and decides how to allocate resources based on consolidated net income as reported on the income statement. The measure of segment assets is reported on the balance sheet as total consolidated assets.
The CODM uses net income to evaluate income generated from segment assets (return on assets) in deciding whether to reinvest profits into the retail trading segment or into other parts of the entity, such as for acquisitions.
The Company does not have intra-entity sales.
|
| For the six months ended and as of June 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 |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Other segment items |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Segment loss |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
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, bank charges. |
| · | Costs and assets are allocated based on revenue ratio. The allocation is based on the percentage of total revenue each segment contributes. |
|
| For the six months ended and As of June 30, 2025 (Unaudited) |
| |||||
By Business Unit |
| Retail Trading Business |
|
| Total |
| ||
Revenues |
| $ |
|
| $ |
| ||
Less: |
|
|
|
|
|
|
|
|
Cost of revenues |
|
| ( | ) |
|
| ( | ) |
Segment gross profit |
| $ |
|
| $ |
| ||
Less: |
|
|
|
|
|
|
|
|
Audit fees |
|
| ( | ) |
|
| ( | ) |
IT fees |
|
| ( | ) |
|
| ( | ) |
Rental fees |
|
| ( | ) |
|
| ( | ) |
Consultancy fees |
|
| ( | ) |
|
| ( | ) |
Other segment items |
|
| ( | ) |
|
| ( | ) |
Segment loss |
|
| ( | ) |
|
| ( | ) |
Other income |
|
|
|
|
|
| ||
Loss before income tax |
|
| ( | ) |
|
| ( | ) |
Income tax provision |
|
|
|
|
|
| ||
Segment net loss |
| $ | (31,154 | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
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-18 |
| Table of Contents |
|
| For the six months ended and as of June 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 |
|
|
|
|
| ( | ) |
|
| ( | ) | |
Other segment items |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Segment loss |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
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, bank charges. |
|
| For the six months ended and As of June 30, 2025 (Unaudited) |
| |||||||||
By Geographical Location |
| Hong Kong |
|
| Non-Hong Kong |
|
| Total |
| |||
Revenues |
| $ |
|
| $ |
|
| $ |
| |||
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues |
| $ | ( | ) |
| $ |
|
| $ | ( | ) | |
Segment gross profit |
| $ |
|
|
|
|
|
|
| |||
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
Audit fees |
|
|
|
|
| ( | ) |
|
| ( | ) | |
IT fees |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Rental fees |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Consultancy Fees |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Other segment items |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Segment loss |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
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. |
15. SUBSEQUENT EVENTS
In accordance with ASC 855, the Company evaluated all of its activity through the issue date of the financial statements and concluded that no other subsequent events have occurred that would require recognition or disclosure in the financial statements.
| F-19 |
| Table of Contents |
Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Information contained in this quarterly report on Form 10-Q contains “forward-looking statements.” These forward-looking statements are contained principally in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology. The forward-looking statements herein represent our expectations, beliefs, plans, intentions or strategies concerning future events, including, but not limited to: our ability to consummate the Merger, as such term is defined below; the continued services of the Custodian as such term is defined below; our future financial performance; the continuation of historical trends; the sufficiency of our resources in funding our operations; our intention to engage in mergers and acquisitions; and our liquidity and capital needs. Our forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that any projections or other expectations included in any forward-looking statements will come to pass. Moreover, our forward-looking statements are subject to various known and unknown risks, uncertainties and other factors that may cause our actual results, performance, or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. These risks, uncertainties and other factors include but are not limited to: the risks of limited management, labor, and financial resources; our ability to establish and maintain adequate internal controls; our ability to develop and maintain a market in our securities; and our ability obtain financing, if and when needed, on terms that are acceptable. Except as required by applicable laws, we undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.
As used in this quarterly report on Form 10-Q, “we”, “our”, “us” and the “Company” refer to Scientist Home Future Health Limited a Nevada corporation unless the context requires otherwise.
For clarity, Scientist Home Future Health Holding Limited, which was incorporated in the Republic of Marshall Islands, shall be referred to as “Scientist Home Holding” throughout. Scientist Home Future Health Limited, which was incorporated in Hong Kong, shall be referred to as “Scientist Home HK” throughout.
Corporate History
Scientist Home Future Health Limited (“we”, “us”, “our”, or the “Company”), was incorporated on July 3, 2024 in the State of Nevada.
On July 3, 2024, Mr. Chan Siu Hung was appointed as the Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary, and Director of the Company.
On July 3, 2024, we sold 100,000 shares of restricted Common Stock to Mr. Chan Siu Hung, at a price of $0.0001 per share of Common Stock. The total subscription amount paid by Mr. Chan was $10. Mr. Chan serves as our Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director.
On August 14, 2024, we sold 19,900,000 shares of restricted Common Stock to Mr. Chan Siu Hung, at a price of $0.0001 per share of Common Stock. The total subscription amount paid by Mr. Chan was $1,990.
On September 9, 2024, we sold 1,160,000 shares of restricted Common Stock to Chee Lay Peng, Chan Yan Kit, and Yuen Wai Ling, at a price of $0.002 per share of Common Stock. The total subscription amount paid by each party was $2,320. The total number of shares sold pursuant to the aforementioned transactions was 3,480,000.
On September 26, 2024, the Company acquired 100% of Scientist Home Holding, a company incorporated in the Republic of Marshall Islands on July 8, 2024, from Mr. Chan Siu Hung, who is our Chief Executive Officer and Director. Scientist Home Holding acts as an investment holding vehicle. The total consideration paid pursuant to this acquisition was $1.00. This transaction is classified as a related party transaction.
Scientist Home Holding has one wholly owned subsidiary, “Scientist Home HK,” which was incorporated in Hong Kong on July 8, 2024, is selling health supplements and topical creams through retail, and provision of physical check-up services.
For the year ended December 31, 2025, the Company issued an aggregated of 236,000 shares of its common stock at $1.5 per share for aggregate gross proceeds of $354,000.
Current Business Operations
Scientist Home Future Health Limited is a Nevada corporation and is not a Chinese operating company.
Scientist Home Future Health Limited operates through its wholly owned subsidiary in Hong Kong, Scientist Home HK, which specializing in the retail trading of health supplements and topical creams, and provision of physical check-up services. Our mission is to develop sustainable rehabilitation solutions, particularly for degenerative diseases, ensuring that our products not only address current symptoms but also support future, long-term health and recovery.
Our operations are primarily focused in Asia, where we have established a presence in Hong Kong. We serve a diverse and growing customer base that values our unique approach to health and wellness. This includes health-conscious individuals seeking natural solutions to maintain their overall wellness, individuals seeking for preventative health care and relief from chronic conditions, elderly populations managing age-related conditions such as arthritis, joint stiffness, and cardiovascular concerns, as well as professionals and athletes experiencing muscle strain, soreness, or minor injuries.
We believe that Scientist Home Future Health Limited is more than just a company - it’s a movement towards better health, driven by innovation, tradition, and a deep respect for the healing power of nature. As we continue to expand our reach, our vision remains clear: to be a leading force in the health and wellness industry.
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Results of Operations for three and six months ended June 30, 2026 and 2025
Revenues
For the three and six months ended June 30, 2026, the Company has generated a revenue of $84,303 and $273,059 respectively. The revenue generated was mainly from the retail sales of health supplements and topical creams, amount of $265,156 and provision of physical check-up services, amount of $7,903.
For the three and six months ended June 30, 2025, the Company generated revenue in the amount of $31,552 and $76,376 respectively. The revenue generated was mainly from the retail sales of health supplements and topical creams.
Cost of revenues
For the three and six months ended June 30, 2026, the Company has cost of revenues in the amount of $55,194 and $184,882 respectively. Cost of retail trading revenue was $184,882, while cost of service revenue was nil.
For the three and six months ended June 30, 2025, the Company has cost of revenues in the amount of $18,013 and $43,148 respectively.
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 Scientist Home Limited, Scientist Home Limited shall have the right to revise products price at any time. Price changes shall apply to all purchase orders received after the effective date with the notice, except that any price increase shall be effective immediately upon notice to distributor and apply to those accepted but undelivered orders.
The cost of service revenue was mainly from the medical supplies cost.
General and Administrative Expenses
For the three and six months ended June 30, 2026, the Company incurred general and administrative expenses of $126,961 and $288,101 respectively. These were primarily comprised of staff salary, rental fees, consultancy fees , advertising, professional fees, audit fees, and other fees.
For the three and six months ended June 30, 2025, the Company had general and administrative expenses in the amount of $51,687 and $64,382 respectively. These were primarily comprised of professional fees, audit fees, IT fees, rental fees, company incorporation fees, bank charges, filing fee, printing and stationery.
Net Loss
Our net loss for the three and six months ended June 30, 2026 was $97,852 and $199,924 respectively.
Our net loss for the three and six months ended June 30, 2025 were $37,213 and $31,154 respectively.
Liquidity and Capital Resources
The Company’s cash and cash equivalents have decreased from $68,888 as of December 31, 2025 to $9,047 as of June 30, 2026. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. For the six months ended June 30, 2026, the Company incurred a net loss of $199,924 and net current liabilities of $214,975. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s December 31, 2025 financial statements, has expressed substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
The Company’s ability to continue as a going concern is dependent upon improving its profitability and the continuing financial support from its major shareholders. Management believes the existing shareholders or external financing will provide additional cash to meet the Company’s obligations as they become due. Despite the amount of funds that the Company has raised in the past, no assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company can obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its shareholders, in the case of equity financing.
Cash used in Operating Activities
Net cash used in operating activities was $84,656 for the six months ended June 30, 2026. The cash used in operating activities was attributable to the net loss, 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 $10,126 for the six months ended June 30, 2025. The cash used in operating activities was attributable to the net loss and increase in inventories, contra by increase in other payables and accrued liabilities, and increase in advances from a related party.
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Cash Used in Investing Activity
For the six months ended June 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 $25,105 for the six months ended June 30, 2026, which was primarily due to advances from a director and advances from a related party.
Net cash provided by financing activities was $102,959 for the six months ended June 30, 2025, which was primarily due to issuance of shares, advances from a director and advances from a related party.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders as of June 30, 2026.
Contractual Obligations
As of June 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, respectively. The future minimum rental payments under these leases in the aggregate are approximately $172,549 and are due as follows: 2026: $46,013; 2027: $80,523; and 2028: $46,013, respectively.
Critical Accounting Estimates
The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant accounting estimates reflected in the Company’s consolidated financial statements include allowance for inventories obsolescence, and allowance for expected credit loss. The following are the methods and assumptions used in determining our estimates.
Allowance for inventories obsolescence
Management reviews inventory on hand for estimated obsolescence or unmarketable items, as compared to future demand requirements and the shelf life of the various products. Based on the review, the Company records inventory write-downs, when necessary, when costs exceed expected net realizable value. The Company did not recognize any inventory write-downs for the period ended June 30, 2026.
Allowance for expected credit loss
The Company estimates and records a provision for its expected credit losses related to its financial instruments, including its trade receivables. Management considers historical collection rates, the current financial status of the Company’s customers, macroeconomic factors, and other industry-specific factors when evaluating current expected credit losses. Credit loss rate is determined by historical collection based on aging schedule, adjusted for current conditions using reasonable and supportable forecasts. Based on the aging categorization and the adjusted loss rate per category, an allowance for credit losses is calculated by multiplying the adjusted loss rate with the amortized cost in the respective age category.
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Revenue recognition
The Company derives its revenues through sale of goods, primarily health supplements and topical creams, and provision of physical check-up services. Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods and services. The Company applies the following five-step model in order to determine this amount:
| (i) | identification of the promised goods and services in the contract; |
| (ii) | determination of whether the promised goods and services are performance obligations, including whether they are distinct in the context of the contract; |
| (iii) | measurement of the transaction price, including the constraint on variable consideration; |
| (iv) | allocation of the transaction price to the performance obligations; and |
| (v) | recognition of revenue when (or as) the Company satisfies each performance obligation. |
The Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Under Topic 606, the Company records revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is probable.
Sales of health supplements and topical creams products
- Performance obligations satisfied at a point in time
The Company records revenue at a point in time from the sale of products upon delivery of the products at the Company’s office or shipment of the products to the customers, and upon its acceptance, and it is probable that the Company will collect the considerations to which it would be entitled to in exchange for the products sold. The revenue is recorded net of discounts.
Provision of physical check-up services
- Performance obligations satisfied at a point in time
The Company records revenue at a point in time from the provision of services upon delivery of the services at the Company’s office, and upon its acceptance, and it is probable that the Company will collect the considerations to which it would be entitled to in exchange for the services rendered. The Company has determined that its performance obligation is to perform the agreed-upon specimen collection and testing procedures, and generate the related objective test results. The customer simultaneously receives and consumes the benefits of these services as they are performed. Accordingly, the performance obligation is satisfied at a point in time upon completion of the sampling and testing procedures that produce the objective results. The subsequent compilation or transmission of the test results to the customer is considered an administrative activity and does not represent a separate performance obligation. The revenue is recorded net of discounts.
Principal vs Agent assessment
The Company evaluates whether it is the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net basis) for non-exclusive distributor agreement. The Company considers whether it controls the products before it is transferred to the customer.
With reference to ASC 606-10-25-25, control of an asset refers to the ability to direct the use of, and obtain substantially all of the remaining benefits from, the asset. Control includes the ability to prevent other entities from directing the use of, and obtaining the benefits from, an asset. The benefits of an asset are the potential cash flows (inflows or savings in outflows) that can be obtained directly or indirectly in many ways, such as by selling or exchanging the asset and holding the asset.
With reference to ASC 606-10-55-37A, when another party is involved in providing goods or services to a customer, an entity that is a principal obtains control when a good or another asset from the other party that it then transfers to the customer.
Despite the common ownership the Company and Scientist Home Limited, the Company concludes that it controls the specified goods before they are transferred because it has entered into a non-exclusive distribution agreement that permits the Company to sell the products to its customers. The products purchased from the supplier are delivered and stored in the Company office. The Company has inventory risk before the goods is transferred to its customers. As part of this assessment, the Company also considers the three indicators of control in the standard and makes the following determinations that support its overall control evaluation:
| · | The Company is responsible for fulfilling the promise to the customer, and the Company takes responsibility for the acceptability of the products. |
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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. |
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Hence, the Company concludes that it is a principal for the products sold.
Recently accounting pronouncements
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) or other standard-setting bodies that the Company adopts as of the specified effective date. Unless otherwise discussed, the Company does not believe that the adoption of any recently issued standards has had or may have a material impact on its condensed consolidated financial statements or disclosures.
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses. The new standard requires entities to disclose additional information about certain expenses, such as purchases of inventory, employee compensation, depreciation, intangible asset amortization, as well as selling expenses included in commonly presented expense captions on the income statement. The FASB further clarified the effective date in January 2025 with the issuance of ASU 2025-01, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Companies have the option to apply this guidance either on a retrospective or prospective basis, and early adoption is permitted.
In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract (“ASU 2025-07”). ASU 2025-07 adds a new scope exception in ASC Topic 815, Derivatives and Hedging, for certain contracts that are not traded on an exchange and have an underlying that is based on operations or activities specific to one of the parties to the contract. Additionally, the ASU clarifies that when an entity has a right to receive a share-based payment from its customer in exchange for the transfer of goods or services, the share-based payment should be accounted for as noncash consideration within the scope of Topic 606. The ASU is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. Companies have the option to apply this guidance either on a retrospective or prospective basis, and early adoption is permitted.
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, 2027, with early adoption permitted. This ASU may be applied either prospectively or retrospectively to any or all prior periods presented in the financial statements. 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. We are currently evaluating the impact of this ASU on the Company’s consolidated 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 is responsible for establishing and maintaining a system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
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Management’s Report on Internal Control over Financial Reporting.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:
| ● | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; |
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| ● | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and |
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| ● | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.
Our management assessed the effectiveness of our internal control over financial reporting based on the parameters set forth above and has concluded that as of June 30, 2026, our internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles as a result of the following material weaknesses:
| ● | The Company does not have sufficient segregation of duties within accounting functions due to only having one officer and limited resources. |
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| ● | The Company does not have an independent board of directors or an audit committee. |
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| ● | The Company does not have written documentation of our internal control policies and procedures. |
We plan to rectify these weaknesses by implementing an independent board of directors, establishing written policies and procedures for our internal control of financial reporting, and hiring additional accounting personnel at such time as we complete a reverse merger or similar business acquisition.
Changes in Internal Control over Financial Reporting.
There have been no change in our internal control over financial reporting during the period ended June 30, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II OTHER INFORMATION
Item 1. Legal Proceedings.
The Company may be involved in certain legal proceedings that arise from time to time in the ordinary course of its business. Legal expenses associated with any contingency are expensed as incurred. The Company’s officers and directors are not aware of any threatened or pending litigation to which the Company is a party or which any of its property is the subject and which would have any material, adverse effect on the Company.
Item 1A. Risk Factors.
As a smaller reporting company, the Company is not required to disclose material changes to the risk factors that were contained in the Form S-1 registration statements.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None.
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Item 6. Exhibits.
The exhibits listed on the Exhibit Index below are provided as part of this report.
Exhibit No. |
| Description |
31.1* |
| Certification of principal executive and financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended. |
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321* |
| Certification of principal executive officer and principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended. |
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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: August 11, 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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